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Fermi Inc (FRMI) names Lee McIntire CEO with $3M RSU grant

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fermi Inc. appointed Lee McIntire as Chief Executive Officer effective August 11, 2026, while he continues to serve as a director without additional director fees. Under an Employment Agreement, he receives an annual base salary of $750,000, is eligible for a target annual bonus equal to 100% of base salary with a maximum of 200% of the target bonus, and a monthly housing allowance of $15,000. He will participate in the company’s 2025 Long-Term Incentive Plan and is to receive restricted stock units with a grant date fair market value of $3,000,000, which cliff vest after one year, subject to continued employment, with specified accelerated vesting upon certain termination or change in control events.

Positive

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Filing Explained

Lee McIntire’s CEO appointment took effect on August 11, 2026 and continues until the Board appoints a successor; the company will grant him $3,000,000 of RSUs that vest fully on the first anniversary, subject to employment, with specified accelerated or pro-rata vesting conditions.

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.
CEO base salary $750,000 per year Annualized base salary for Lee McIntire as CEO under the Employment Agreement
Target annual bonus 100% of base salary Target bonus opportunity for Lee McIntire each calendar year as CEO
Maximum bonus 200% of target bonus Maximum bonus level relative to target bonus for Lee McIntire
Monthly housing allowance $15,000 per month Housing allowance for Lee McIntire under the Employment Agreement
RSU grant value $3,000,000 Grant date fair market value of restricted stock units awarded to Lee McIntire
RSU vesting schedule 100% after 1 year Cliff vesting of all RSUs on the first anniversary of the grant date
Par value of common stock $0.001 per share Par value of Fermi Inc. common stock listed on Nasdaq and London Stock Exchange
restricted stock units financial
"the Company will grant Mr. McIntire a number of restricted stock units having a grant date"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
cliff vest financial
"Pursuant to the RSU Award Agreement, 100% of the restricted stock units cliff vest"
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
change in control financial
"accelerated vesting of 100% of the unvested restricted stock units upon (i) the 60th day following"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
good reason financial
"If Mr. McIntire’s employment is terminated by the Company without cause or Mr. McIntire resigns for good reason"
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.

FAQ

What executive change did Fermi Inc. (FRMI) disclose on August 11, 2026?
Fermi Inc. appointed Lee McIntire as Chief Executive Officer effective August 11, 2026. He will also continue serving as a director, but without receiving any additional compensation for his board service.

What is the base salary for Fermi Inc. (FRMI) CEO Lee McIntire?
Lee McIntire’s Employment Agreement provides an annual base salary of $750,000. This salary is complemented by eligibility for annual cash bonuses and equity incentives under the company’s 2025 Long-Term Incentive Plan.

How is the annual bonus structured for Fermi Inc. (FRMI) CEO Lee McIntire?
Lee McIntire is eligible for a target annual bonus equal to 100% of base salary, with a maximum bonus equal to 200% of the target bonus. The bonus for each year he serves part-year as CEO will be prorated.

What equity award will Fermi Inc. (FRMI) grant to CEO Lee McIntire?
In connection with his appointment, Lee McIntire will receive restricted stock units valued at $3,000,000 under the 2025 LTIP. These RSUs cliff vest after one year, subject to his continued employment as of the vesting date.

Does Fermi Inc. (FRMI) provide a housing allowance to its new CEO?
Yes. Under the Employment Agreement, Lee McIntire is entitled to a $15,000 monthly housing allowance. This is in addition to his base salary, bonus opportunity, and equity award participation.

Under what circumstances do Fermi Inc. (FRMI) CEO RSUs vest early?
The RSUs may vest early upon appointment of a successor CEO after 60 days, certain change in control scenarios, termination without cause following a change in control, or upon death or disability, with pro-rata vesting in some no-cause or good-reason resignations.

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

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Understanding 8-K Material Events →
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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) August 11, 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 August 11, 2026, the Board of Directors (the “Board”) of Fermi Inc. (the “Company”) appointed Lee McIntire as Chief Executive Officer (“CEO”) of the Company, effective as of August 11, 2026, continuing until a successor CEO is appointed by the Board. Mr. McIntire currently serves as a director of the Company.

 

The Company has entered into an Employment Agreement with Mr. McIntire (the “Employment Agreement”), which provides for an annualized base salary of $750,000. Mr. McIntire is eligible to receive a target annual bonus equal to 100% of his base salary, with a maximum bonus equal to 200% of the target bonus. Mr. McIntire’s annual bonus in respect of each calendar year will be prorated based on the number of days that Mr. McIntire serves as CEO during such year. In addition, Mr. McIntire is entitled to a monthly housing allowance of $15,000. The Employment Agreement provides severance of accrued obligations, including unpaid base salary, accrued but unused vacation, vested benefits and unreimbursed business expenses, and in the event of termination due to death or disability, the annual bonus payable with respect to the calendar year immediately preceding the year of termination, to the extent unpaid. Mr. McIntire will continue to serve as a director of the Company without additional compensation with respect to his services as a director.

 

The Employment Agreement provides for Mr. McIntire’s participation in the Company’s 2025 Long-Term Incentive Plan (the “2025 LTIP”). In connection with his appointment as CEO, the Company will grant Mr. McIntire a number of restricted stock units having a grant date fair market value of $3,000,000 (the “RSU Award”) pursuant to the 2025 LTIP, subject to the terms and conditions of the 2025 LTIP and the form Restricted Stock Unit Award Agreement (the “RSU Award Agreement”) attached hereto as Exhibit 10.2. Pursuant to the RSU Award Agreement, 100% of the restricted stock units cliff vest on the first anniversary of the date of grant, subject to Mr. McIntire’s continued employment with the Company on such date. The RSU Award Agreement provides for accelerated vesting of 100% of the unvested restricted stock units upon (i) the 60th day following the Board’s appointment of a successor CEO, (ii) a change in control in which the successor or acquirer does not assume, substitute, or otherwise continue the award, (iii) Mr. McIntire’s termination by the Company without cause within twelve months following a change in control, or (iv) Mr. McIntire’s death or disability. If Mr. McIntire’s employment is terminated by the Company without cause or Mr. McIntire resigns for good reason, a pro-rata portion of the restricted stock units will vest based on the number of days elapsed between the grant date and the vesting date.

 

The summaries of the Employment Agreement and RSU Award Agreement set forth above do not purport to be complete statements of the terms of such documents. The summaries are qualified in their entirety by reference to the full text of the Employment Agreement and RSU Award Agreement, which are set forth as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

  

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1†  Employment Agreement between Lee McIntire and the Company, dated August 11, 2026
10.2†  Form of Restricted Stock Unit Award Agreement between Lee McIntire and the Company
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

†Indicates a management contract or compensatory plan.

 

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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: August 14, 2026 By: /s/ George Wentz
  Name:  George Wentz
  Title: General Counsel

 

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Source: View Original Filing on SEC EDGAR

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