Fermi Inc. adds Larry Kellerman to its board

Fermi Inc. appointed its Chief Power Officer, Larry Kellerman, to the board of directors effective May 4, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Fermi Inc. appointed its Chief Power Officer, Larry Kellerman, to the board of directors effective May 4, 2026. He was nominated by Vicksburg Equity Holdings, LLC under a previously disclosed Director Nomination Agreement and fills the vacancy created by Melissa Neugebauer’s prior departure.

Mr. Kellerman will serve as a Class III director with an initial term expiring at the company’s 2028 annual meeting, or until earlier resignation, death or removal. The board has not changed his compensation in connection with this role and commits to disclose any future material compensatory arrangements.

8-K Event Classification

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

1 item

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.

Key Figures

Appointment date: May 4, 2026 Director term end: 2028 annual meeting

2 metrics

Appointment date May 4, 2026 Effective date Larry Kellerman was elected to the board

Director term end 2028 annual meeting Initial term for Larry Kellerman as Class III director

Key Terms

Director Nomination Agreement, Class III director, Item 5.02, Regulation S-K

4 terms

Director Nomination Agreement financial

"pursuant to the previously disclosed Director Nomination Agreement, dated September 30, 2025"

Class III director financial

"Mr. Kellerman will serve as a Class III director of the Company"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

Item 5.02 regulatory

"Item 5.02 Departure of Directors or Certain Officers; Election of Directors"

Regulation S-K regulatory

"The information required by Items 401(b), 401(d) and 404(a) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who joined Fermi Inc. (FRMI) board on May 4, 2026?

On May 4, 2026, Fermi Inc. appointed Larry Kellerman, its Chief Power Officer, to the company’s board of directors. He fills the vacancy created by Melissa Neugebauer’s prior departure and will serve as a Class III director with a term running through the 2028 annual meeting.

How was Larry Kellerman selected for Fermi Inc. (FRMI)’s board?

Larry Kellerman was nominated under a Director Nomination Agreement involving Fermi Inc., TMNN Manager LLC, Caddis Capital, LLC, and the Melissa A. Neugebauer 2020 Trust. Vicksburg Equity Holdings, LLC, as assignee of TMNN and controlled by Melissa Neugebauer, exercised the nomination right leading to his election.

What is Larry Kellerman’s term as a Fermi Inc. (FRMI) director?

Larry Kellerman will serve as a Class III director of Fermi Inc. with an initial term expiring at the company’s 2028 annual meeting. His service may end earlier if he resigns, dies, or is removed, consistent with standard board governance provisions described in the disclosure.

Did Fermi Inc. (FRMI) change Larry Kellerman’s compensation for his board role?

Fermi Inc. stated that its board has not approved any changes to Larry Kellerman’s compensation in connection with his appointment as director. The company plans to disclose any future material compensatory arrangements for him in a later amendment, as required under relevant SEC disclosure rules.

Are there other arrangements behind Larry Kellerman’s Fermi Inc. (FRMI) board appointment?

Beyond the Director Nomination Agreement, Fermi Inc. reports no other arrangements or understandings with any person under which Larry Kellerman was appointed director. The filing notes that Vicksburg Equity Holdings, LLC, which exercised the nomination right, is controlled by former director Melissa Neugebauer.

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Accepted by SEC EDGAR 05/05/2026 - 07:00 AM EDT

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) May 4, 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 May 4, 2026, pursuant to the previously disclosed Director Nomination Agreement, dated September 30, 2025, by and among Fermi Inc. (the “Company”), TMNN Manager LLC (“TMNN”), Caddis Capital, LLC, and the Melissa A. Neugebauer 2020 Trust (the “Director Nomination Agreement”), Vicksburg Equity Holdings, LLC (“Vicksburg”), as assignee from TMNN, exercised TMNN’s right to nominate, and the board of directors of the Company (the “Board”) elected effective as of May 4, 2026, Mr. Larry Kellerman, the Chief Power Officer of the Company, to the Board to fill the vacancy created by Mr. Neugebauer’s previously announced departure from the Board. Mr. Kellerman will serve as a Class III director of the Company, with an initial term expiring at the Company’s 2028 annual meeting, or until his earlier resignation, death or removal.

The Board has not approved any changes to Mr. Kellerman’s compensation in connection with his appointment. If and when the Company enters into or amends any material compensatory arrangement with Mr. Kellerman in connection with his appointment, the Company will file an amendment to this Current Report on Form 8-K to disclose the material terms thereof, as required by Item 5.02(e) of Form 8-K.

Other than the Director Nomination Agreement, there are no arrangements or understandings between Mr. Kellerman and any other person pursuant to which Mr. Kellerman was appointed as a director of the Company. Vicksburg is controlled by Mr. Neugebauer. The information required by Items 401(b), 401(d) and 404(a) of Regulation S-K with respect to Mr. Kellerman is incorporated herein by reference from the Company’s Amendment No. 1 on Form 10-K/A to its annual report for the year ended December 31, 2025, filed with the Securities and Exchange Commission on April 30, 2026.

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: May 5, 2026	By:	/s/ George Wentz
	Name:	George Wentz
	Title:	General Counsel

Source: View Original Filing on SEC EDGAR

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