Fermi Inc. (FRMI) holders Pencross and Meisel report 8.45% stake

Rhea-AI Filing Summary

Pencross Energy, LLC and manager Steven Meisel report an 8.45% beneficial stake in Fermi Inc. common stock. They disclose beneficial ownership of 51,875,000 shares, based on 614,025,378 shares outstanding as of November 11, 2025, as cited from Fermi’s Form 10-Q.

The shares are directly held by Pencross Energy, LLC, with Meisel potentially sharing voting and dispositive power through his role as manager. Both reporting persons list zero sole voting or dispositive power and shared power over all reported shares. The filing is an Amendment No. 1 to a Schedule 13G for an ownership position above 5%.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Fermi Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

314911108

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 314911108

1

Names of Reporting Persons

Pencross Energy, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 51,875,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 51,875,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

51,875,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.45 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Calculated based on 614,025,378 Common Stock outstanding as of November 11, 2025, as reported on the Issuer's Form 10-Q (the "Form 10-Q") filed on November 12, 2025.

SCHEDULE 13G

CUSIP No. 314911108

1

Names of Reporting Persons

Steven Meisel

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 51,875,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 51,875,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

51,875,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.45 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Calculated based on 614,025,378 Common Stock outstanding as of November 11, 2025, as reported on the Form 10-Q filed on November 12, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fermi Inc.
(b)	Address of issuer's principal executive offices: 620 S. Taylor, Suite 301, Amarillo, TX, 79101
Item 2.
(a)	Name of person filing: Pencross Energy, LLC
(b)	Address or principal business office or, if none, residence: 1333 Oaklawn Ave, Suite 900 Dallas, Texas 75207
(c)	Citizenship: See response to Item 4 on cover page.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 314911108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to Item 9 on each cover page. The reported securities are directly held by Pencross Energy, LLC. As the Manager of Pencross Energy, LLC, Steven Meisel may be deemed to share voting and dispositive power of the reported securities. Nothing in this statement shall be deemed an admission of beneficial ownership of the reported securities for purposes Section 13(d) or Section 13(g) of the Exchange Act.
(b)	Percent of class: See responses to Item 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Pencross Energy, LLC

Signature:	/s/ Steven Meisel
Name/Title:	Steven Meisel / See Exhibit B
Date:	02/17/2026

Steven Meisel

Signature:	/s/ Steven Meisel
Name/Title:	Steven Meisel
Date:	02/17/2026

Exhibit Information

Exhibit A Joint Filing Agreement, dated as of November 6, 2025, incorporated into this Schedule 13G by reference to Exhibit A of the initial 13G filed on November 6, 2025. Exhibit B Signature Page, dated as of February 17, 2026.

FAQ

What ownership stake in Fermi Inc. does Pencross Energy report in this Schedule 13G/A for FRMI?

Pencross Energy, LLC reports beneficial ownership of 51,875,000 Fermi Inc. common shares, representing 8.45% of the class. This percentage is calculated using 614,025,378 common shares outstanding as of November 11, 2025, as disclosed in Fermi’s Form 10-Q.

Who are the reporting persons in the Fermi Inc. (FRMI) Schedule 13G/A amendment?

The reporting persons are Pencross Energy, LLC and Steven Meisel. Pencross directly holds the shares, while Meisel, as its Manager, may be deemed to share voting and dispositive power, though the statement disclaims admission of beneficial ownership under Sections 13(d) and 13(g).

How many Fermi Inc. (FRMI) shares does Steven Meisel report beneficially owning?

Steven Meisel reports beneficial ownership of 51,875,000 Fermi Inc. common shares, the same amount reported by Pencross Energy, LLC. He has zero sole voting or dispositive power and shared voting and dispositive power over all these shares through his managerial role at Pencross.

How is the 8.45% ownership in Fermi Inc. (FRMI) calculated in this filing?

The 8.45% ownership is calculated by dividing 51,875,000 reported common shares by 614,025,378 common shares outstanding as of November 11, 2025. That outstanding share figure comes from Fermi Inc.’s Form 10-Q filed on November 12, 2025, referenced in the statement.

What type of filing is this Fermi Inc. (FRMI) Schedule 13G/A and what does Amendment No. 1 mean?

This is a Schedule 13G/A Amendment No. 1, an updated beneficial ownership report. It amends an initial Schedule 13G filed November 6, 2025, reflecting current ownership details for Pencross Energy, LLC and Steven Meisel as of the event date, December 31, 2025.

Does the Fermi Inc. (FRMI) Schedule 13G/A indicate group status or special classifications?

The filing does not classify the filers as part of a group and marks several institutional categories as not applicable. It presents Pencross Energy, LLC and Steven Meisel as reporting persons, without identifying additional subsidiaries or group members acquiring the Fermi Inc. common stock.