Caddis Holdings reveals 9.1% Fermi Inc. (FRMI) stake and board nomination rights

Rhea-AI Filing Summary

Caddis Holdings, LP and Griffin Perry reported beneficial ownership of 57,446,450 shares of Fermi Inc. common stock, representing 9.1% of the class, based on 629,839,790 shares outstanding as of March 23, 2026. The stake was acquired before Fermi’s initial public offering for approximately $126,382.19 of Caddis investment capital.

The reporting persons describe themselves as co-founders who strongly support Fermi’s board, management and long-term strategic plan, as reiterated in a May 11, 2026 press release. They are actively engaged with the company on strategy, capital allocation and governance, and may buy more shares, sell shares, or use derivatives over time. A Director Nomination Agreement gives Caddis the right to nominate one board member while it owns more than 50% of its post-IPO shares.

Insights

Equity ownership & governance analyst

Caddis discloses a 9.1% Fermi stake with ongoing governance rights.

Caddis Holdings and Griffin Perry report beneficial ownership of 57,446,450 Fermi shares, or 9.1% of outstanding common stock. The position was built pre-IPO for about $126,382.19, implying a very low historical entry price versus today’s larger capital base.

The filing highlights an existing Director Nomination Agreement that lets Caddis nominate one director so long as it retains more than 50% of the shares it held immediately after the IPO. This embeds continuing governance influence alongside the sizable ownership stake.

The narrative emphasizes support for Fermi’s board and management and ongoing engagement on strategy, capital allocation and governance. Future impact will depend on any additional share purchases or sales and how actively Caddis uses its nomination and engagement rights, as reflected in subsequent company communications.

Key Figures

Beneficial ownership: 57,446,450 shares Ownership percentage: 9.1% Shares outstanding: 629,839,790 shares +3 more

6 metrics

Beneficial ownership 57,446,450 shares Common stock beneficially owned by Caddis and Griffin Perry

Ownership percentage 9.1% Percent of Fermi common stock class represented by beneficial stake

Shares outstanding 629,839,790 shares Fermi common stock outstanding as of March 23, 2026, per Form 10-K

Initial investment cost $126,382.19 Approximate Caddis investment capital used to acquire stake pre-IPO

Sole voting power 0 shares Caddis and Griffin Perry report no sole voting power

Shared voting power 57,446,450 shares Shares over which reporting persons share voting power

Key Terms

Schedule 13D, beneficially owned, Director Nomination Agreement, initial public offering, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 57,446,450.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Director Nomination Agreement regulatory

"Caddis entered into that certain Director Nomination Agreement by and between the Issuer, Caddis, and other shareholders..."

initial public offering financial

"purchased prior to the initial public offering of the Issuer using investment capital of Caddis..."

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

shared voting power financial

"Shared Voting Power 57,446,450.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Fermi Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

314911108

(CUSIP Number)

Caddis Holdings, LP
1333 Oak Lawn Ave., Suite 900
Dallas, TX, 75207
214-300-9007

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 314911108

1

Name of reporting person

Caddis Holdings, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 57,446,450.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 57,446,450.00

11

Aggregate amount beneficially owned by each reporting person

57,446,450.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Percentage of class represented is calculated based on 629,839,790 shares of Common Stock outstanding as of March 23, 2026, as reported on the Issuer's Form 10-K filed on March 30, 2026, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "10-K").

SCHEDULE 13D

CUSIP Number(s): 314911108

1

Name of reporting person

Perry Griffin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 57,446,450.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 57,446,450.00

11

Aggregate amount beneficially owned by each reporting person

57,446,450.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.1 %

14

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person:

Percentage of class represented is calculated based on 629,839,790 shares of Common Stock outstanding as of March 23, 2026, as reported on the 10-K.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: Fermi Inc.
(c)	Address of Issuer's Principal Executive Offices: 620 S. TAYLOR, SUITE 301, AMARILLO, TEXAS , 79101.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Caddis Holdings, LP ("Caddis") and Mr. Griffin Perry (together, the "Reporting Persons").
(b)	The principal business address of the Reporting Persons is 1333 Oak Lawn Ave., Suite 900, Dallas, Texas 75207.
(c)	Caddis is a Delaware limited partnership and Mr. Perry is the manager of Caddis Capital, LLC, the general partner of Caddis.
(d)	During the last five years, neither the Reporting Persons (or a controlling entity thereof) nor any executive officer or director of any of the Reporting Persons (or a controlling entity thereof) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither the Reporting Persons (or a controlling entity thereof) nor any executive officer or director of any of the Reporting Persons (or a controlling entity thereof) have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
(f)	See Item 2(c) above for place of organization of Caddis. Mr. Perry is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The Common Stock reported herein as being beneficially owned by the Reporting Persons was purchased prior to the initial public offering of the Issuer using investment capital of Caddis for approximately $126,382.19.
Item 4.	Purpose of Transaction
	The Reporting Persons originally acquired the Common Stock reported herein as a Co-Founder of the Issuer prior to the initial public offering of the Issuer. The Reporting Persons believed and continue to believe in the strategic importance of the Issuer and its long-term prospects. The Reporting Persons have had and anticipate having further communications with officers and directors of the Issuer in connection with the Reporting Persons' investment in the Issuer. Specifically, the Reporting Person issued a press release May 11, 2026 attached hereto as Exhibit 99.2 (the "Press Release") reaffirming the Reporting Persons' support for Fermi's Board of Directors (the "Board"), the Issuer's management team, and its long-term strategic plan. The Reporting Persons are actively and constructively engaged with the Board and management team to help the Issuer reach its full potential, including through ongoing discussions with strategic partners, advocating for rigorous capital allocation and best-in-class governance practices, and working collaboratively to maximize long-term value for our fellow shareholders, employees, customers, and other stakeholders. The Reporting Persons may also have similar conversations with other stockholders or other third parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors and may exchange information with any such persons or the Issuer pursuant to appropriate confidentiality or similar agreements (which may contain customary standstill provisions). The Reporting Persons may at any time reconsider and change their intentions relating to the foregoing. The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss or propose such actions with the Issuer's management and the Board, other stockholders of the Issuer and other third parties, such as those set out above. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and matters referenced above, actions taken by the Issuer's management or Board, price levels of the Common Stock, liquidity requirements and other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other instruments that are based upon or relate to the value of the Common Stock or the Issuer in the open market or otherwise, selling some or all of the securities reported herein, and/or engaging in hedging or similar transactions with respect to the shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the Common Stock beneficially owned by each of the Reporting Persons. The percentages reported in this Amendment were calculated based upon the 629,839,790 shares of Common Stock outstanding as of March 23, 2026, as reported on the 10-K.
(b)	See rows (8) and (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the shared power to vote or direct the vote and shared power to dispose or to direct the disposition.
(c)	The transactions effected by the Reporting Persons in the Common Stock of the Issuer during the past sixty (60) days are set forth on Schedule A.
(d)	Other than the Reporting Persons, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Common Stock reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Caddis entered into that certain Director Nomination Agreement by and between the Issuer, Caddis, and other shareholders, which governs their right to nominate persons for election to the Board, as attached as EX-10.23 to the Issuer's Form S-11/A filed on September 24, 2025 (the "Director Nomination Agreement"). Pursuant to the Director Nomination Agreement, Caddis has the right to nominate to the Board one designee for election as a Director for so long as Caddis beneficially owns more than 50% of the shares of Common Stock that were held immediately following the completion of the initial public offering of the Issuer. Other than Director Nomination Agreement, there are no contacts, arrangements, understandings or relationships (legal or otherwise) among any Reporting Person or between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profit or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Schedule A - Transactions in the Securities of the Issuer during the past sixty (60) days by the Reporting Persons. Ex-99.1 - Joint Filing Agreement Pursuant to Rule 13d-1(k), dated as of May 15, 2026, by and among Caddis Holdings, LP and Mr. Griffin Perry. Ex-99.2 - Press Release dated May 11, 2026, from Caddis Holdings, LP and Mr. Griffin Perry.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Caddis Holdings, LP

Signature:	/s/ Griffin Perry
Name/Title:	Griffin Perry
Date:	05/15/2026

Perry Griffin

Signature:	/s/ Griffin Perry
Name/Title:	Griffin Perry
Date:	05/15/2026

FAQ

How large is Caddis Holdings’ ownership stake in Fermi Inc. (FRMI)?

Caddis Holdings and Griffin Perry beneficially own 57,446,450 Fermi Inc. shares, representing 9.1% of the common stock. This percentage is calculated using 629,839,790 shares outstanding as of March 23, 2026, as reported in Fermi’s Form 10-K.

When and how did Caddis acquire its Fermi Inc. (FRMI) shares?

The reported Fermi shares were acquired before the company’s initial public offering using Caddis investment capital. The Schedule 13D states total purchase consideration of approximately $126,382.19, reflecting a pre-IPO co-founder position rather than recent open-market buying.

What is Caddis Holdings’ relationship with Fermi Inc. (FRMI)?

The filing describes Caddis and Griffin Perry as co-founders of Fermi who remain significant shareholders. It says they believe in Fermi’s long-term prospects and are actively and constructively engaged with the board and management on strategy, capital allocation and governance practices.

Does Caddis Holdings have board nomination rights at Fermi Inc. (FRMI)?

Yes. A Director Nomination Agreement grants Caddis the right to nominate one director to Fermi’s board. This right continues so long as Caddis beneficially owns more than 50% of the common stock it held immediately following Fermi’s initial public offering.

What future actions might Caddis take with its Fermi Inc. (FRMI) stake?

The Schedule 13D leaves Caddis flexible to adjust its Fermi investment. It may buy additional shares, sell some or all existing shares, enter hedging or derivative transactions, and continue discussions with management, other shareholders, and strategic partners regarding Fermi’s strategy and governance.

What is the purpose of Caddis Holdings’ investment in Fermi Inc. (FRMI)?

The filing states Caddis invested as a co-founder and supports Fermi’s long-term strategic plan. It highlights ongoing engagement with the board and management to maximize long-term value for shareholders, employees, customers and other stakeholders, including advocating for rigorous capital allocation and governance practices.