Fermi Inc. (NASDAQ: FRMI) CEO exits while board expands and adds CFO

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fermi Inc. announced a leadership change and board expansion. On April 17, 2026, Chief Executive Officer Toby Neugebauer departed his role. The Board created an Interim Office of the CEO made up of Chief Operating Officer Jacobo Ortiz and board observer Anna Bofa while a search for a new CEO is conducted.

Under a Director Nomination Agreement, the Melissa A. Neugebauer 2020 Trust nominated Chief Financial Officer Miles Everson to the Board, and the Board approved his nomination. In connection with this appointment, the Board increased its size from five to seven directors. The company expects to release additional details on April 20, 2026.

Positive

Board strengthened and expanded: Chief Financial Officer Miles Everson was appointed to the Board and its size increased from five to seven directors, potentially enhancing financial oversight and governance depth.

Negative

CEO departure creates leadership uncertainty: Chief Executive Officer Toby Neugebauer’s departure on April 17, 2026 leaves the company in a transition period while it searches for a permanent replacement.

Insights

Fermi faces CEO transition while elevating its CFO and expanding the board.

The departure of Chief Executive Officer Toby Neugebauer on April 17, 2026 introduces leadership uncertainty at Fermi Inc.. To bridge this gap, the Board formed an Interim Office of the CEO, shared by Chief Operating Officer Jacobo Ortiz and board observer Anna Bofa, centralizing near-term decision-making.

Separately, the Melissa A. Neugebauer 2020 Trust used its rights under the Director Nomination Agreement to nominate Chief Financial Officer Miles Everson to the Board, and the Board expanded from five to seven directors. This strengthens management representation at board level but also highlights the influence of key shareholders. Subsequent disclosures after April 20, 2026 may clarify the long-term leadership 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, and exhibit attachments filed with this report.

Key Figures

CEO departure date: April 17, 2026 Board size before change: 5 directors Board size after change: 7 directors +1 more

4 metrics

CEO departure date April 17, 2026 Date Toby Neugebauer departed as Chief Executive Officer

Board size before change 5 directors Board size prior to Miles Everson’s nomination

Board size after change 7 directors Board size after approving Miles Everson and expansion

Director Nomination Agreement date September 30, 2025 Date of agreement enabling MN Trust nomination rights

Key Terms

Interim Office of the CEO, Director Nomination Agreement, Emerging growth company, Chief Executive Officer, +1 more

5 terms

Interim Office of the CEO financial

"The Company’s Board of Directors ... has created an Interim Office of the CEO"

Director Nomination Agreement financial

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

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 ... 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.

Chief Executive Officer financial

"Chief Executive Officer, departed his role as Chief Executive Officer"

A chief executive officer (CEO) is the top leader of a company, responsible for making major decisions, setting goals, and guiding the organization’s overall direction. Think of the CEO as the captain of a ship, steering it toward success. Investors pay close attention to the CEO because their leadership and strategy can significantly influence the company's performance and future growth.

Chief Financial Officer financial

"Miles Everson, the Chief Financial Officer of the Company, to the Company’s Board"

A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.

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

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 04/17/2026 - 04:38 PM

FAQ

What leadership change did Fermi Inc. (FRMI) announce on April 17, 2026?

Fermi Inc. announced that Chief Executive Officer Toby Neugebauer departed his role on April 17, 2026. The Board created an Interim Office of the CEO, led by Chief Operating Officer Jacobo Ortiz and board observer Anna Bofa, while it searches for a new CEO.

Who is leading Fermi Inc. (FRMI) after the CEO’s departure?

After the CEO’s departure, Fermi Inc. established an Interim Office of the CEO. This interim leadership group includes Chief Operating Officer Jacobo Ortiz and board observer Anna Bofa, providing shared executive oversight until a new permanent Chief Executive Officer is selected.

How did Fermi Inc. (FRMI) change its Board of Directors structure?

Fermi Inc. expanded its Board of Directors from five to seven members. The Board approved the nomination of Chief Financial Officer Miles Everson as a director, acting under rights granted in a Director Nomination Agreement with key shareholders, including the Melissa A. Neugebauer 2020 Trust.

Why was Fermi Inc. CFO Miles Everson added to the Board?

Miles Everson was added to Fermi Inc.’s Board under rights in a Director Nomination Agreement. The Melissa A. Neugebauer 2020 Trust exercised its right to nominate him, and the Board approved this nomination, increasing the total number of directors from five to seven members.

What is the Director Nomination Agreement mentioned by Fermi Inc. (FRMI)?

The Director Nomination Agreement, dated September 30, 2025, is an arrangement among Fermi Inc., TMNN Manager LLC, Caddis Capital, LLC, and the Melissa A. Neugebauer 2020 Trust. It grants the MN Trust rights to nominate directors, which it used to nominate CFO Miles Everson to the Board.

When will Fermi Inc. (FRMI) provide more details on the CEO transition?

Fermi Inc. stated that it expects to release additional details regarding the CEO transition on Monday, April 20, 2026. These future disclosures are expected to provide more clarity on the company’s leadership plans and the search for a permanent Chief Executive Officer.

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) April 17, 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 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).

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents