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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)
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. |
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 |
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