Was part of Uzman Mesut’s Fermi (FRMI) share sale a tax sell-to-cover?

Yes. A footnote explains that part of the 158,541-share sale was an automatic “sell-to-cover” transaction executed by a broker to cover withholding taxes due upon award vesting and share delivery, rather than a fully discretionary open-market sale.

Fermi Inc. (FRMI) officer sells 158,541 shares, retains over 1.3M combined

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Fermi Inc.’s Chief Nuclear Construction Officer, Uzman Mesut, reported open-market sales totaling 158,541 shares of common stock on June 3, 2026 at a weighted average price of about $6.31 per share. A portion of these sales was executed automatically to cover withholding taxes upon award vesting and share delivery. Following the transactions, Mesut holds 670,968 shares directly and 670,491 shares indirectly through his spouse, which includes 500,000 shares of restricted common stock subject to time-based vesting conditions.

Insider Trade Summary

Net Seller: 158,541 shares ($1,000,394)

Net Sell 2 txns

Insider Uzman Mesut

Role Chief Nuclear Constr. Officer

Sold 158,541 shs ($1.00M)

Type	Security	Shares	Price	Value
Sale	Common Stock	79,032	$6.31	$499K
Sale	Common Stock	79,509	$6.31	$502K

Holdings After Transaction: Common Stock — 670,968 shares (Direct, null); Common Stock — 670,491 shares (Indirect, By spouse)

Footnotes (1)

Represents a weighted average price calculated by a broker executing automatic "sell-to-cover" transactions to cover withholding taxes upon award vesting and share delivery. These shares were sold as part of a block trade in multiple transactions at prices ranging from $6.50 to $6.20, inclusive, and the Reporting Person undertakes to provide to the Fermi Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate sales price. Includes 500,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions.

Key Figures

Shares sold: 158,541 shares Sale price: $6.31 per share (weighted average) Direct holdings after sale: 670,968 shares +2 more

5 metrics

Shares sold 158,541 shares Open-market sales of common stock on June 3, 2026

Sale price $6.31 per share (weighted average) Price range from $6.50 to $6.20 in block trades

Direct holdings after sale 670,968 shares Direct ownership following June 3, 2026 transactions

Indirect holdings after sale 670,491 shares Indirect ownership by spouse following transactions

Restricted stock included 500,000 shares Restricted common stock subject to time-based vesting conditions

Key Terms

sell-to-cover, restricted common stock, time-based vesting conditions, open-market sale, +1 more

5 terms

sell-to-cover financial

"automatic "sell-to-cover" transactions to cover withholding taxes upon award vesting"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

restricted common stock financial

"Includes 500,000 shares of restricted common stock of the Issuer"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

time-based vesting conditions financial

"restricted common stock of the Issuer subject to time-based vesting conditions"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

""ownership_type": "indirect""

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Form 4 Insider Transactions: What Each Field Means →

06/04/2026 - 09:38 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Uzman Mesut

(Last)

(First)

(Middle)

620 S. TAYLOR ST., SUITE 301

(Street)

AMARILLO

TEXAS

79101

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Fermi Inc. [ FRMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Nuclear Constr. Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2026		S		79,032	D	$6.31⁽¹⁾	670,968⁽²⁾	D
Common Stock	06/03/2026		S		79,509	D	$6.31⁽¹⁾	670,491⁽²⁾	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a weighted average price calculated by a broker executing automatic "sell-to-cover" transactions to cover withholding taxes upon award vesting and share delivery. These shares were sold as part of a block trade in multiple transactions at prices ranging from $6.50 to $6.20, inclusive, and the Reporting Person undertakes to provide to the Fermi Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate sales price.

2. Includes 500,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions.

	/s/ Mesut Uzman	06/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Fermi Inc. (FRMI) report for Uzman Mesut?

Fermi Inc. reported that Chief Nuclear Construction Officer Uzman Mesut sold 158,541 shares of common stock on June 3, 2026 at a weighted average price of about $6.31 per share, according to a Form 4 insider trading disclosure.

How many Fermi Inc. (FRMI) shares does Uzman Mesut hold after the Form 4 sales?

After the June 3, 2026 sales, Uzman Mesut holds 670,968 Fermi Inc. common shares directly and 670,491 shares indirectly through his spouse, providing investors with an updated view of his ongoing equity interest in the company.

At what price did Uzman Mesut sell his Fermi (FRMI) shares?

The shares were sold at a weighted average price of approximately $6.31 per share. The footnote notes that trades occurred in a block at prices ranging from $6.50 to $6.20, and detailed pricing for each execution is available upon request.

What restricted stock holdings does Uzman Mesut have in Fermi Inc. (FRMI)?

A footnote states that Uzman Mesut’s reported holdings include 500,000 shares of restricted common stock subject to time-based vesting conditions. These shares remain outstanding but will vest over time according to the company’s equity award terms.

When did Uzman Mesut’s reported Fermi (FRMI) stock transactions occur?

All reported transactions occurred on June 3, 2026. The Form 4 shows two open-market sale entries of Fermi Inc. common stock on that date, together totaling 158,541 shares sold at a weighted average price of about $6.31 per share.