Fermi Inc. director Miles Everson resigns over dispute

Q: Why did director Miles Everson resign from Fermi Inc. (FRMI)?

Miles Everson resigned from Fermi Inc.’s Board on July 10, 2026, citing a disagreement over his access to certain company books and records and the Board’s decision to delegate financing transaction oversight to the Finance Committee.

Q: What is Fermi Inc. (FRMI) disclosing about Miles Everson’s access to records?

Fermi Inc. states that Miles Everson had full access to its books and records except for materials related to pending litigation involving Toby Neugebauer, whom Everson represented on the Board.

Q: Where can investors find the full text of Miles Everson’s resignation letter to Fermi Inc. (FRMI)?

The complete resignation letter of Miles Everson, dated July 10, 2026, is filed by Fermi Inc. as Exhibit 17.1 to this current report, which the company references for full details.

Fermi Inc. reported that on July 10, 2026, director Miles Everson, a designee of Toby Neugebauer, resigned from the Board effective immediately.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fermi Inc. reported that on July 10, 2026, director Miles Everson, a designee of Toby Neugebauer, resigned from the Board effective immediately. He did not serve on any Board committees at the time of his resignation.

In his resignation letter, Everson cited a disagreement with the company regarding his access to certain books and records and the Board’s decision to delegate oversight of certain financing transactions to the Finance Committee. The company states that he was given full access to its books and records except for materials related to pending litigation involving Neugebauer, and that Everson had approved the establishment of the Finance Committee and its delegated responsibilities. His resignation letter is filed as Exhibit 17.1.

Filing Explained

The July 10 disclosure records an immediate director resignation, changing board membership without reporting a financing or capital-structure change.

Form 8-K reports specified material events, and this filing discloses that director designee Miles Everson resigned from Fermi Inc. effective immediately on July 10, 2026.

The immediate structural consequence is a change in the company’s board membership; the filing separately states that the Board delegated oversight of certain financing negotiations and approvals to its Finance Committee.

Everson did not serve on any Board committee, and he attributed his resignation to disagreements over access to company records and the Finance Committee delegation.

Accordingly, this disclosure establishes a governance change and identifies the Finance Committee’s oversight role, but it does not report a completed financing or a change to the company’s capital structure.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Resignation date: July 10, 2026 Common stock par value: $0.001 per share Exhibit number for resignation letter: 17.1 +1 more

4 metrics

Resignation date July 10, 2026 Effective date of Miles Everson’s resignation as Fermi Inc. director

Common stock par value $0.001 per share Par value of Fermi Inc. common stock listed on Nasdaq and London Stock Exchange

Exhibit number for resignation letter 17.1 Exhibit containing the full resignation letter of Miles Everson dated July 10, 2026

Company phone number (214) 894-7855 Registrant’s telephone number listed for Fermi Inc.’s principal executive offices

Key Terms

Emerging growth company, Finance Committee, Resignation Letter, pending litigation

4 terms

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Finance Committee financial

"the Board’s decision to delegate to the Finance Committee of the Board responsibility"

A finance committee is a small group of board members or senior managers tasked with overseeing an organization’s financial planning, budgeting, capital allocation and reporting. Think of it as the company’s household finance team that sets spending priorities, checks financial controls and advises on big investments; its quality and decisions matter to investors because they shape cash use, risk management and the credibility of financial information investors rely on.

Resignation Letter regulatory

"pursuant to which Mr. Everson resigned as a director of the Company... (the “Resignation Letter”)"

pending litigation regulatory

"except for materials relating to pending litigation involving Mr. Neugebauer"

FAQ

Why did director Miles Everson resign from Fermi Inc. (FRMI)?

Miles Everson resigned from Fermi Inc.’s Board on July 10, 2026, citing a disagreement over his access to certain company books and records and the Board’s decision to delegate financing transaction oversight to the Finance Committee.

What is Fermi Inc. (FRMI) disclosing about Miles Everson’s access to records?

Fermi Inc. states that Miles Everson had full access to its books and records except for materials related to pending litigation involving Toby Neugebauer, whom Everson represented on the Board.

How did the Finance Committee factor into the Fermi Inc. (FRMI) board dispute?

Everson’s resignation letter objected to delegating oversight of certain financing transactions to the Finance Committee. Fermi Inc. notes he had previously approved creating this committee and its role in such oversight.

Did Miles Everson serve on any Fermi Inc. (FRMI) board committees when he resigned?

At the time of his July 10, 2026 resignation, Miles Everson did not serve on any committee of Fermi Inc.’s Board, including the Finance Committee that oversaw certain financing transactions.

Where can investors find the full text of Miles Everson’s resignation letter to Fermi Inc. (FRMI)?

The complete resignation letter of Miles Everson, dated July 10, 2026, is filed by Fermi Inc. as Exhibit 17.1 to this current report, which the company references for full details.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/13/2026 - 09:16 AM Accepted by SEC EDGAR 07/13/2026 - 09:15 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 10, 2026

Fermi Inc.

(Exact name of registrant as specified in its charter)

Texas		001-42888		33-3560468
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

620 S. Taylor St., Suite 301 Amarillo, TX		79101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 894-7855

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	FRMI	The Nasdaq Stock Market LLC
Common Stock, $0.001 par value	FRMI	The London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2026, the Board of Directors (the “Board”) of Fermi Inc. (the “Company”) received a letter from Mr. Miles Everson, a director designee of Toby Neugebauer, pursuant to which Mr. Everson resigned as a director of the Company, effective immediately (the “Resignation Letter”). At the time of his resignation, Mr. Everson did not serve on any committee of the Board.

In the Resignation Letter, Mr. Everson stated that his resignation was due to a disagreement with the Company over his access to certain books and records of the Company and the Board’s decision to delegate to the Finance Committee of the Board (the “Finance Committee”) responsibility for overseeing the negotiation and approval of certain financing transactions.

The Company believes that Mr. Everson was granted full access to the Company’s books and records, except for materials relating to pending litigation involving Mr. Neugebauer, for whom Mr. Everson served as a Board representative. Mr. Everson also approved the Board’s establishment of the Finance Committee and the delegation of responsibility to the Finance Committee for overseeing the negotiation and approval of certain financing transactions.

A full and complete copy of the Resignation Letter is attached hereto as Exhibit 17.1 to this Current Report on Form 8-K (this “Form 8-K”). All descriptions of the contents of the Resignation Letter set forth in this Form 8-K are qualified in their entireties by reference to the full text of the Resignation Letter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
17.1		Resignation Letter of Miles Everson, dated July 10, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 13, 2026	By:	/s/ George Wentz
	Name:	George Wentz
	Title:	General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Fermi Inc. director Miles Everson resigns over dispute

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