Fermi (FRMI) officer logs automatic sell-to-cover stock sales while retaining large stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fermi Inc. Chief Site Development Officer Hamilton Charles Lynn reported open-market sales of common stock that were executed as automatic “sell-to-cover” trades for tax withholding on vested awards. He sold 375,950 shares at a weighted average price of $4.91 on April 8, 2026 and 398,140 shares at a weighted average price of $4.58 on April 9, 2026. After these transactions, he directly holds 5,525,910 shares of common stock, including 4,200,000 restricted shares subject to time-based vesting conditions, and has indirect holdings of 3,825,000 shares through trusts where he serves as trustee and disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Sales are automatic tax sell-to-cover trades, with large equity stake retained.
The filing shows Hamilton Charles Lynn, an officer of Fermi Inc., reporting two open-market sales totaling 774,090 common shares. Footnotes explain these were automatic broker “sell-to-cover” transactions to pay withholding taxes when equity awards vested and shares were delivered.
Because the sales fund tax obligations rather than discretionary portfolio changes, they carry weaker signaling value than typical open-market selling. Following the trades, Lynn still directly holds 5,525,910 shares, including 4,200,000 restricted shares subject to time-based vesting, plus indirect trust holdings, indicating a substantial continuing equity position.
Insider Trade Summary
Net Seller: 774,090 shares ($3,669,396)
Net Sell
4 txns
Insider
Hamilton Charles Lynn
Role
Chief Site Development Officer
Sold
774,090 shs ($3.67M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 398,140 | $4.58 | $1.82M |
| Sale | Common Stock | 375,950 | $4.91 | $1.85M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 5,525,910 shares (Direct);
Common Stock — 3,825,000 shares (Indirect, See Footnote)
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 $5.16 to $4.77, inclusive, and the Reporting Person undertakes to provide to 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. 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 $4.76 to $4.47, inclusive, and the Reporting Person undertakes to provide to 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 4,200,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions. Reflects shares of common stock of the Issuer directly held by Gracious Endurance Trust. Mr. Hamilton is a trustee of Gracious Endurance Trust and may be deemed to beneficially own common stock of the Issuer held by Gracious Endurance Trust. Mr. Hamilton disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Hamilton is the beneficial owner of such securities for purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or for any other purpose. Reflects shares of common stock of the Issuer directly held by Steadfast Endurance Trust. Mr. Hamilton is a trustee of the Steadfast Endurance Trust and may be deemed to beneficially own common stock of the Issuer held by Steadfast Endurance Trust. Mr. Hamilton disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Hamilton is the beneficial owner of such securities for purposes of Sections 13 or 16 of the Exchange Act or for any other purpose.
Key Figures
Shares sold April 9, 2026: 398,140 shares at $4.58
Shares sold April 8, 2026: 375,950 shares at $4.91
Total shares sold: 774,090 shares
+3 more
6 metrics
Shares sold April 9, 2026
398,140 shares at $4.58
Open-market sale, automatic sell-to-cover
Shares sold April 8, 2026
375,950 shares at $4.91
Open-market sale, automatic sell-to-cover
Total shares sold
774,090 shares
Combined April 8–9, 2026 sales
Direct holdings after April 9, 2026
5,525,910 shares
Common stock directly held post-transaction
Restricted shares included
4,200,000 shares
Restricted common stock subject to time-based vesting
Indirect trust holdings
3,825,000 shares
Common stock held via Gracious and Steadfast Endurance Trusts
Key Terms
sell-to-cover, restricted common stock, time-based vesting conditions, beneficially own, +1 more
5 terms
sell-to-cover financial
"weighted average price calculated by a broker executing automatic "sell-to-cover" transactions to cover withholding taxes"
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 4,200,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions."
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
"shares of restricted common stock of the Issuer subject to time-based vesting conditions."
beneficially own financial
"may be deemed to beneficially own common stock of the Issuer held by Gracious Endurance Trust."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein."
FAQ
What insider transaction did Fermi (FRMI) report for Hamilton Charles Lynn?
Fermi’s Chief Site Development Officer Hamilton Charles Lynn reported two sales totaling 774,090 common shares. The trades occurred on April 8 and April 9, 2026, and were executed as automatic broker transactions to cover tax withholding on vested equity awards.
What indirect Fermi (FRMI) holdings are reported for Hamilton Charles Lynn?
The report shows 3,825,000 Fermi common shares held indirectly through Gracious Endurance Trust and Steadfast Endurance Trust. Lynn is a trustee of these trusts and may be deemed a beneficial owner but disclaims beneficial ownership except to the extent of his pecuniary interest.