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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2026, Toby Neugebauer, Fermi Inc.’s (the “Company”) Chief Executive Officer, departed his role as Chief Executive Officer the Company. The Company’s Board of Directors (the “Board”) has created an Interim Office of the CEO, which will include Mr. Jacobo Ortiz, the Company’s Chief Operating Officer, and Ms. Anna Bofa, currently an observer on the Company’s Board. The Company intends to conduct a search to replace Mr. Neugebauer as the Company’s Chief Executive Officer and expects to release additional details on Monday, April 20, 2026.
Additionally, pursuant to the previously disclosed Director Nomination Agreement, dated September 30, 2025 (the “Director Nomination Agreement”), by and among the Company, TMNN Manager LLC, Caddis Capital, LLC, and the Melissa A. Neugebauer 2020 Trust (the “MN Trust”), the MN Trust exercised its right to nominate Mr. Miles Everson, the Chief Financial Officer of the Company, to the Company’s Board. Mr. Everson’s nomination was approved by the Board. In connection with such appointment, pursuant to the terms of the Director Nomination Agreement, the Board increased the size of the Board from five to seven directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FERMI INC. | ||
| Date: April 17, 2026 | By: | /s/ George Wentz |
| Name: | George Wentz | |
| Title: | General Counsel | |
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