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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 19, 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.
Board of Director Changes
On April 19, 2026, the board of directors (the
“Board”) of Fermi Inc. (the “Company”) appointed Jeffrey S. Stein as a new member of the Board, effective as of
April 19, 2026. Mr. Stein will serve as a Class II director of the Company, with an initial term expiring at the Company’s 2027
annual meeting, or until his earlier resignation, death or removal. Miles Everson 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.
Mr. Stein is currently Co-Founder and Managing
Partner of Breakpoint Advisory Partners LLC, a boutique corporate advisory and investment banking firm that provides consulting services
to companies navigating complex transactions and strategic transformations, a role he has held since April 2025. From January 2010
to March 2025, Mr. Stein was a Founder and Managing Partner of Stein Advisors LLC, a financial advisory firm that provided consulting
services to public and private companies and institutional investors. Mr. Stein is an accomplished corporate executive and director, including
leadership and committee positions, of both public and private companies. Mr. Stein has served as an Executive Chairman, Chief Executive
Officer, and as a director on audit, compensation, corporate governance, finance, and risk committees. Mr. Stein has been engaged
as an executive and director to support companies navigating a variety of strategic matters, including complex contract negotiations,
capital structure and performance optimization, and regulatory oversight.
Mr. Stein has served as Chairman of the Board
of Octave Specialty Group, Inc. since January 2015, and as a director since May 2013. Mr. Stein previously served as a director
on the boards of Sunnova Energy International Inc. from April 2025 to November 2025, Vertex Energy, Inc. from August 2024 to January 2025,
Rite Aid Corporation from July 2023 to September 2024, Troika Media Group, Inc. from November 2022 to March 2024, Aearo Technologies LLC
from June 2022 to May 2024, GWG Holdings Inc. from June 2022 to July 2023, Intelsat Connect Finance S.A. from March 2020 to February 2022,
NMC Health plc from April 2020 to September 2020, Westmoreland Coal Company from August 2016 to March 2019, and Dynegy Inc. from October
2012 to April 2018.
The Board has not approved any compensation for
Mr. Stein in connection with his appointment. If and when the Company enters into any material compensatory arrangement with Mr. Stein
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.
There are no arrangements or understandings between
Mr. Stein and any other person pursuant to which Mr. Stein was appointed as a director of the Company. Mr. Stein does not have a family
relationship with any director or executive officer of the Company (or any person nominated or chosen by the Company to become a director
or executive officer of the Company) or a direct or indirect material interest in any existing or currently proposed transaction that
would require disclosure under Item 404(a) of Regulation S-K.
Departure of Chief Financial Officer
Effective April 19, 2026, Miles Everson resigned from his position
as Chief Financial Officer (“CFO”) and Secretary of the Company and is no longer an officer or employee of the Company or
any of its subsidiaries as of such date. For purposes of the Employment Agreement by and between the Company and Mr. Everson, dated September
30, 2025, Mr. Everson’s resignation was without “Good Reason.” The Company is evaluating a candidate to serve as
interim CFO with an announcement expected in the coming week. As previously reported, Mr. Everson has been elected to the Board as
a result of the exercise of director designation rights held by the Melissa A. Neugebauer 2020 Trust.
Item 7.01 Regulation FD
On April 20, 2026, the Company issued a press release, a copy of which is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated April 20, 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: April 20, 2026 |
By: |
/s/ George Wentz |
| |
Name: |
George Wentz |
| |
Title: |
General Counsel |
Exhibit 99.1
Fermi Inc. Announces “Fermi 2.0” Strategic Evolution,
New Board Chairman, Leadership Transitions, and New Office Locations
Next Phase of Evolution Marks Transition from Start-Up to Scaled
Enterprise
Names New Chairman of the Board, Marius Haas, and Board Director
Jeffrey S. Stein
Affirms Ongoing Commitment to Project Matador Buildout, Texas Tech
Partnership and Serving America’s Energy Needs
Dallas, Texas – April 20, 2026 – Fermi Inc. (“Fermi”
or the “Company”) today announced a series of strategic and leadership initiatives under a new phase of the Company’s
evolution as it continues to progress along its path to becoming a mature, established entity, well positioned for long-term, sustainable
growth. Following notable achievements for Project Matador across construction, buildout and regulatory milestones, these developments
will position Fermi for its next chapter of innovation, operational excellence, and client-focused service.
A New Chapter: Fermi 2.0
Fermi 2.0 represents a comprehensive progression of the Company’s
strategic direction, governance structure, and operating platform. Building on its existing strengths, the Company intends to:
| ● | Deepen its relationships with academic and community partners, including
the Texas Tech University System (“TTUS”) |
| ● | Enhance the experience and outcomes for its clients and tenants |
| ● | Invest in talent, technology, and infrastructure from its new Dallas headquarters and Amarillo office |
| ● | Strengthen governance and leadership succession under an independent, high-caliber Board |
| ● | Memorialize binding commitments for the first set of client-tenants |
| ● | Cultivate strategic investors including client-tenants, sovereign funds, and third parties whose participation will prove immediately
accretive to shareholders |
| ● | Continue to move forward at “FermiSpeed” with its nuclear buildout |
“Project Matador has the potential to deliver generational impact—not
just for TTUS, but for national security, American energy independence, and the future of advanced research and industry in West Texas,”
said Chancellor Brandon Creighton. “TTUS remains firmly committed to our partnership with Fermi America and to the long-term opportunity
this project represents for our region, our state, and the nation. Building on that progress, we are actively engaged in good-faith discussions
to extend certain milestones in the lease agreement as we advance Project Matador into its next phase.”
Under Fermi 2.0, the Company will implement the following key changes:
New Leadership
Fermi has announced that, effective immediately, Lead Independent Board
Director Marius Haas has stepped into the role of Chairman of the Board. Fermi co-founder Toby Neugebauer has departed from his role as
Chief Executive Officer, but he remains a member of the Board.
“I’m incredibly proud of what our team has built and am
honored to step into the position of Chairman,” said Haas. “In addition to my role as a director on Fermi’s Board since
founding, I have served on a number of public company boards and leadership teams in the technology sector. I look forward to lending
my expertise to chairing Fermi’s Board at an exciting time in the Company’s evolution as we continue to execute on the success
of Project Matador and identify new leadership for our next chapter.”
In connection with this transition, Fermi is in negotiations with a
candidate to serve as Interim Chief Financial Officer. The Company looks forward to sharing details on its Interim CFO this week. Miles
Everson has resigned as CFO and has been elected as a Board Director as a result of the exercise of director designation rights held by
the Melissa A. Neugebauer 2020 Trust.
Additionally, Jeffrey S. Stein has been elected to the Board of Directors,
bringing extensive public and private company leadership and energy expertise.
Creation of Office of the CEO
To ensure continuity and operational momentum during the CEO transition,
Fermi’s Board has established a new Office of the CEO that will act as the Company’s interim operational leadership team.
This office will be composed of Jacobo Ortiz Blanes, previously Chief Operating Officer, and Anna Bofa, previously a Board Advisor, each
of whom has been appointed as a Co-President of the Company and share in the responsibilities previously held by Toby Neugebauer. In this
capacity, Ortiz Blanes and Bofa will report to Board Chair Haas and collectively oversee day-to-day operations and execution of Fermi
2.0, while a search for a new CEO is underway.
Bofa has been an instrumental advisor to Fermi’s Board and leadership
team, with a track record of building trusted relationships with key partners including TTUS, the Company’s shareholders, and—most
importantly—its clients and tenants, especially in the tech industry.
Ortiz Blanes has led Fermi since its inception and has been pivotal
to guiding the company’s operational initiatives and driving its growth trajectory through partnerships, shareholder relationships,
and the unprecedented buildout of Project Matador.
“The Office of the CEO is designed to provide stable, experienced
leadership during this important transition,” said Haas. “Jacobo and Anna each bring critical strengths that will help us
maintain operational excellence, deepen our partnerships, and keep our clients and tenants at the center of everything we do.”
Leadership Search Committee
Fermi’s Board of Directors has initiated a formal search process
for the Company’s next CEO and has engaged leading executive search firm Heidrick & Struggles. A committee composed of Haas
and independent directors Lee McIntire and Cordel Robbin-Coker will work in conjunction with Heidrick to identify and recommend CEO candidates
who can drive Fermi 2.0 forward and build on the legacy established by its founders.
“Our mandate is clear,” said McIntire. “We are seeking
a leader with strong operational expertise, a deep commitment to Fermi’s mission, strong public company experience, and a demonstrated
ability to work in close partnership with our stakeholders, including our clients, tenants, university and community partners, and shareholders.”
New Corporate Offices
As part of Fermi 2.0, the Company will establish a new corporate headquarters
in Dallas, Texas and will be building out a corporate office presence at its Project Matador site in Amarillo, Texas. These new offices
underscore Fermi’s commitment to Texas as a strategic hub for its operations, partnerships, and growth, and reflect the Company’s
maturation from a start-up to a scaled enterprise.
“Dallas offers world-class talent, a dynamic business environment,
and proximity to many of our key stakeholders, and Amarillo provides us with on-site presence to Project Matador’s buildout and
close proximity to our partners at TTUS,” said Bofa.
“Fermi is evolving from an entrepreneurial start-up culture into
a public-company-caliber professional enterprise. Establishing an official presence in Dallas (within a premier office park location to
be announced) and Amarillo represents an important step in that evolution. Our new offices will serve as a platform for deeper collaboration
with partners and will enhance our ability to serve our clients and tenants,” said Ortiz Blanes.
Biographies:
Marius Haas – Chairman of the Board
Marius Haas is a Founding Partner of BayPine.
Haas has spent most of his career leading executive teams and organizations in the technology and enterprise solutions industry, and has
significant expertise in digital transformation, emerging technologies, and B2B business models. His career includes senior leadership
roles at Dell Technologies, Hewlett-Packard (Chief Strategy Officer and Head of Global M&A), Compaq and Intel Corporation.
Prior to BayPine, Haas served as President
and Chief Commercial Officer of Dell Technologies, which had over $90 billion of revenue in fiscal year 2020. He played an instrumental
role as a senior operating executive in the take-private of Dell in 2013, the subsequent integration of Dell, EMC, and VMware in 2016,
and the strategic transformation of Dell from a commodity PC supplier into a leading provider of strategic technology infrastructure and
managed enterprise solutions.
Haas currently serves on the boards of Harbor,
HydroBlok NA, and Fermi America. He also has served as an industry advisor to KKR’s technology investment team. Haas holds a BA
from Georgetown University and an MBA from the American Graduate School of Global Management.
Jacobo Ortiz Blanes – Co-President,
Office of the CEO
Jacobo Ortiz Blanes is the former Chief Operating
Officer of the Company. He has led the acquisition, construction and management of several real estate transactions valued at more than
$280M.
In 2008, Ortiz Blanes founded Las Brisas Property
Management, which is an economic group dedicated to property and construction management, and real estate consulting services, where he
currently serves as its President. Las Brisas Property Management is the largest real estate services firm in Puerto Rico and the Caribbean,
in terms of scale and scope for service offerings, with ten million square feet of office, industrial, retail, and assets under management,
and employs 70 full-time employees.
Before founding Las Brisas Property Management,
Ortiz Blanes worked for 15 years as a marketing manager with S. C. Johnson & Son, Inc., one of the largest American multinationals
privately held manufacturing companies, leading the development of household cleaning supplies and other consumer chemicals.
Ortiz Blanes graduated from Haverford College
with a Bachelor of Arts degree in Political Science. He serves on the board of United Surety & Indemnity Company, a Puerto Rican insurance
company founded in 1990, and is also a member of its Investment Committee. Ortiz Blanes also holds a Master of Science degree in Food
Marketing from Cornell University. He has professional accreditations as a Licensed Real Estate Broker and Certified Property Manager
from the Institute of Real Estate Management.
Anna Bofa – Co-President, Office
of the CEO
Anna Bofa served Fermi’s board and management
team as a Board Observer since its IPO, bringing an extensive track record of scaling businesses and driving key partnerships. Her technology
career spans nearly two decades, during which she has helped build category-defining technology platforms.
Bofa began her career at Google, was an early
team member at Dropbox and Pinterest, and later served as a Global Head of Product Programs at Meta, where she helped launch and scale
global initiatives. She is also the Co-Founder of Crate AI, a company pioneering models that unlock new layers of internet personalization.
Bofa brings deep expertise in strategy and
execution, with a proven history of driving growth, adoption, partnerships and monetization across the world’s most recognized technology
companies.
Bofa holds a Bachelor’s degree from Dartmouth College.
Jeffrey S. Stein – Board Director
Jeffrey S. Stein is Co-Founder and Managing
Partner of Breakpoint Advisory Partners LLC, a boutique corporate advisory and investment banking firm that provides consulting services
to companies navigating complex transactions and strategic transformations. Stein is an accomplished corporate executive and director,
including leadership and committee positions, of both public and private companies. Stein has served as an Executive Chairman, Chief
Executive Officer, and as a director on audit, compensation, corporate governance, finance, and risk committees.
Stein currently serves as Chairman of the
Board of Octave Specialty Group, Inc. Stein previously served as a director on the boards of Sunnova Energy International Inc., Vertex
Energy, Inc., Rite Aid Corporation, Troika Media Group, Inc., Aearo Technologies LLC, GWG Holdings Inc., Intelsat Connect Finance S.A.,
NMC Health plc, Westmoreland Coal Company, and Dynegy Inc.
About Fermi America™
Fermi America™ (NASDAQ & LSE: FRMI) (fermiamerica.com) is
pioneering the development of next-generation private electric grids that deliver highly redundant power at gigawatt scale, required to
create next-generation artificial intelligence. Co-founded by former U.S. Energy Secretary Rick Perry and Co-Founder and former Co-Managing
Partner of Quantum Energy Toby Neugebauer, Fermi America™ combines cutting-edge technology with a deep bench of proven world-class
multi-disciplinary leaders to create the world's largest, 17 GW next-generation private HyperGrid campus. Project Matador is expected
to integrate the nation's biggest combined-cycle natural gas project, one of the largest clean, new nuclear power complexes in America,
utility grid power, solar power, and battery energy storage, to deliver hyperscaler artificial intelligence.
Investor Relations Contact:
Rodrigo Acuna
ir@fermiamerica.com
Media Contact:
fermi@h-advisors.global
