Fermi Inc. appoints four new senior officers

Q: What leadership changes did Fermi Inc. (FRMI) announce on July 20, 2026?

Fermi Inc. appointed four new officers, effective July 22, 2026: George Wentz as General Counsel, Anna Bofa as Chief Commercial Officer, Jacobo Ortiz as Chief Operating Officer and Rob Masson as Chief Financial Officer, all under new five-year Employment Agreements.

Q: What base salaries do the new Fermi Inc. (FRMI) officers receive?

The Employment Agreements provide $500,000 annualized base salary for George Wentz, Anna Bofa and Jacobo Ortiz, and $650,000 for Rob Masson. These salaries are paired with significant bonus opportunities and long-term equity incentives under the company’s 2025 Long-Term Incentive Plan.

Q: How are bonuses structured for the new Fermi Inc. (FRMI) executives?

Each officer is eligible for a target annual bonus equal to 100% of base salary, with a maximum bonus equal to 200% of the target bonus. These cash incentives are in addition to substantial equity awards granted under the 2025 Long-Term Incentive Plan.

Q: How many sign-on restricted stock units did Fermi Inc. (FRMI) grant its new leaders?

Fermi Inc. granted 1,500,000 restricted stock units to George Wentz, 2,000,000 to Anna Bofa and 975,000 to Rob Masson. These sign-on awards vest immediately or over up to three years, subject to specified vesting and clawback terms.

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Form Type

8-K

Rhea-AI Filing Summary

Fermi Inc. appointed four senior officers, effective July 22, 2026: George Wentz as General Counsel, Anna Bofa as Chief Commercial Officer, Jacobo Ortiz as Chief Operating Officer and Rob Masson as Chief Financial Officer, each under Employment Agreements with an initial five-year term. Ms. Bofa and Mr. Ortiz will also continue as Co-Chairs of the Interim Office of the CEO.

The agreements provide annualized base salaries of $500,000 for Wentz, Bofa and Ortiz and $650,000 for Masson, with target annual bonuses equal to 100% of base salary and a maximum equal to 200% of the target bonus. Severance includes 18 months of base salary, 1.5x target bonus, the prior year’s unpaid bonus and up to 18 months of subsidized COBRA coverage, with additional accelerated vesting features for certain sign-on equity awards. Under the 2025 Long-Term Incentive Plan, they receive equity awards with grant date values from $2,250,000 to $3,000,000, plus substantial sign-on restricted stock unit grants, some of which vest immediately and others over multi-year schedules.

Filing Explained

The filing specifies sign-on RSU vesting: 1.5 million units vest at grant, while other disclosed awards vest in stages or on a one-year cliff.

The filing records the appointments as effective on July 22, 2026 and the employment arrangements as approved terms; the disclosed equity remains governed by stated vesting conditions rather than being reported as completed share delivery.

The sign-on RSUs are not uniform: George Wentz receives 1,500,000 vesting on the grant date, Anna Bofa receives 2,000,000 vesting in stages through the third anniversary, and Rob Masson receives 975,000 with a one-year cliff vest.

The broader 2025 LTIP awards are described as 30% restricted stock units and 70% performance stock units. Bofa's agreement also provides for lease-related and incremental sales-related equity awards subject to performance thresholds and vesting terms.

Bofa and Masson may receive accelerated vesting of specified sign-on awards as part of potential severance packages, and the Board approved standard indemnification agreements for all four officers.

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

Base salary – Wentz, Bofa, Ortiz: $500,000 Base salary – Masson: $650,000 Bonus target: 100% of base salary +5 more

8 metrics

Base salary – Wentz, Bofa, Ortiz $500,000 Annualized base salary for three officers under the Employment Agreements

Base salary – Masson $650,000 Annualized base salary for CFO Rob Masson under his Employment Agreement

Bonus target 100% of base salary Target annual bonus opportunity for each officer

Maximum bonus 200% of target bonus Maximum annual bonus level for each officer

LTIP award – Wentz $2,250,000 Aggregate grant date value of 2025 LTIP awards for George Wentz

LTIP awards – Bofa, Ortiz, Masson $3,000,000 Aggregate grant date value of 2025 LTIP awards for each of the three officers

Sign-on RSUs – Wentz 1,500,000 restricted stock units One-time sign-on equity award vesting on the grant date

Sign-on RSUs – Bofa and Masson 2,000,000 and 975,000 RSUs Sign-on restricted stock units with multi-year vesting or cliff vesting terms

Key Terms

restricted stock units, performance stock units, cliff vesting, COBRA, +2 more

6 terms

restricted stock units financial

"Such awards consist of 30% restricted stock units and 70% performance stock units"

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.

performance stock units financial

"Such awards consist of 30% restricted stock units and 70% performance stock units"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

cliff vesting financial

"975,000 restricted stock units to Mr. Masson, cliff vesting on the first anniversary"

COBRA regulatory

"up to 18 months’ worth of subsidized COBRA participation"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

Long-Term Incentive Plan financial

"participation in the Company’s 2025 Long-Term Incentive Plan (the “2025 LTIP”)"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

indemnification agreements regulatory

"approved the Company’s entry into standard indemnification agreements for directors and officers"

Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.

FAQ

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

What leadership changes did Fermi Inc. (FRMI) announce on July 20, 2026?

Fermi Inc. appointed four new officers, effective July 22, 2026: George Wentz as General Counsel, Anna Bofa as Chief Commercial Officer, Jacobo Ortiz as Chief Operating Officer and Rob Masson as Chief Financial Officer, all under new five-year Employment Agreements.

What base salaries do the new Fermi Inc. (FRMI) officers receive?

The Employment Agreements provide $500,000 annualized base salary for George Wentz, Anna Bofa and Jacobo Ortiz, and $650,000 for Rob Masson. These salaries are paired with significant bonus opportunities and long-term equity incentives under the company’s 2025 Long-Term Incentive Plan.

How are bonuses structured for the new Fermi Inc. (FRMI) executives?

Each officer is eligible for a target annual bonus equal to 100% of base salary, with a maximum bonus equal to 200% of the target bonus. These cash incentives are in addition to substantial equity awards granted under the 2025 Long-Term Incentive Plan.

What severance protections do Fermi Inc. (FRMI) officers have under the new agreements?

If employment ends under specified conditions, severance includes 18 months of base salary, 1.5x target bonus, any unpaid prior-year bonus, and up to 18 months of subsidized COBRA coverage, with certain officers also eligible for accelerated vesting of sign-on equity awards.

What equity awards were granted to the new Fermi Inc. (FRMI) executives?

Under the 2025 LTIP, officers receive awards with grant date values of $2,250,000–$3,000,000, split 30% into restricted stock units and 70% into performance stock units. Additionally, Wentz, Bofa and Masson receive sizeable sign-on restricted stock unit grants with varied vesting schedules.

How many sign-on restricted stock units did Fermi Inc. (FRMI) grant its new leaders?

Fermi Inc. granted 1,500,000 restricted stock units to George Wentz, 2,000,000 to Anna Bofa and 975,000 to Rob Masson. These sign-on awards vest immediately or over up to three years, subject to specified vesting and clawback terms.

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

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Accepted by SEC EDGAR 07/23/2026 - 04:34 PM 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) July 20, 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 20, 2026, the Board of Directors (the “Board”) of Fermi Inc. (the “Company”) appointed the following individuals as officers of the Company: George Wentz as General Counsel, Anna Bofa as Chief Commercial Officer, Jacobo Ortiz as Chief Operating Officer, and Rob Masson as Chief Financial Officer (the “Officer Appointments” and each such individual, an “Officer”). The Officer Appointments are effective as of July 22, 2026. Ms. Bofa and Mr. Ortiz will continue to serve as Co-Chairs of the Interim Office of the CEO in addition to their respective Officer Appointments.

Mr. Wentz, age 68, is a seasoned energy attorney and legal strategist with over four decades of experience at the intersection of law, economics, and energy infrastructure. In January 2020, Mr. Wentz founded MAD Energy, a company focused on large-scale transitional energy infrastructure and next-generation energy technologies, where he serves as CEO. Mr. Wentz has been a partner at Davillier Law Group, LLC since January 2008, where he handles complex international litigation, oil and gas matters, maritime law, and international transactions.

In connection with the Officer Appointments, the Board has approved forms of Employment Agreements with each of Mr. Wentz, Ms. Bofa, Mr. Ortiz, and Mr. Masson (collectively, the “Employment Agreements” and each an “Employment Agreement”). The Employment Agreements provide for an initial term of five years and an annualized base salary of $500,000 for Mr. Wentz, Ms. Bofa, and Mr. Ortiz and an annualized base salary of $650,000 for Mr. Masson. Each of the Officers is eligible to receive a target annual bonus equal to 100% of base salary with a maximum bonus equal to 200% of the target bonus, and severance equal to 18 months of base salary plus 1.5x target bonus, payment of unpaid bonus for the year preceding the year of termination, and up to 18 months’ worth of subsidized COBRA participation. Ms. Bofa and Mr. Masson are also eligible for accelerated vesting of a sign-on equity award as part of their potential severance packages. Ms. Bofa is also eligible for additional lease-related and incremental sales-related equity awards, subject to the applicable performance thresholds and vesting terms set forth in her Employment Agreement.

The Employment Agreements provide for each Officer’s participation in the Company’s 2025 Long-Term Incentive Plan (the “2025 LTIP”) and provides for awards having an aggregate grant date value of (a) $2,250,000 for Mr. Wentz, (b) $3,000,000 for Ms. Bofa, prorated to the date of hire for 2026, (c) $3,000,000 for Mr. Ortiz and (d) $3,000,000 for Mr. Masson, prorated to the date of hire for 2026. Such awards consist of 30% restricted stock units and 70% performance stock units, in each case subject to the terms and conditions of the 2025 LTIP, the form Restricted Stock Unit Award Agreement (the “RSU Award Agreement”) attached hereto as Exhibit 10.5, and the form of Performance Restricted Stock Unit Agreement (the “PSU Award Agreement”) attached hereto as Exhibit 10.6. The Employment Agreements with Mr. Wentz, Ms. Bofa, and Mr. Masson further provide for one-time sign-on equity awards pursuant to the 2025 LTIP, consisting of (a) 1,500,000 restricted stock units to Mr. Wentz, vesting on the grant date; (b) 2,000,000 restricted stock units to Ms. Bofa, vesting one percent on the grant date, which is subject to a claw back in the event of a termination prior to the first anniversary of the grant date, forty-nine percent on the first anniversary of the grant date, twenty-five percent on the second anniversary of the grant date and the remainder on the third anniversary of the grant date; and (c) 975,000 restricted stock units to Mr. Masson, cliff vesting on the first anniversary of the grant date.

The summaries of the Employment Agreements, the RSU Award Agreement, and the PSU 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 Agreements, the RSU Award Agreement, and the PSU Award Agreement, which are set forth as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report on Form 8-K.

In connection with the Officer Appointments, the Board also approved the Company’s entry into standard indemnification agreements for directors and officers, in the form attached hereto as Exhibit 10.7, with each of the Officers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1†		Form of Employment Agreement for George Wentz
10.2†		Form of Employment Agreement for Anna Bofa
10.3†		Form of Employment Agreement for Jacobo Ortiz
10.4†		Form of Employment Agreement for Rob Masson
10.5†		Form of Restricted Stock Unit Award Agreement under the Company’s 2025 Long-Term Incentive Plan
10.6†		Form of Performance Restricted Stock Unit Award Agreement under the Company’s 2025 Long-Term Incentive Plan
10.7†		Form of Indemnification Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

†	Indicates a management contract or compensatory plan.

*	Furnished herewith.

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 23, 2026	By:	/s/ George Wentz
	Name:	George Wentz
	Title:	General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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