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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)
April 29, 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.
Appointment of Interim Chief Financial Officer
On April 29, 2026, the Board of Directors (the
“Board”) of Fermi Inc. (the “Company) appointed Robert L. Masson as Interim Chief Financial Officer (“Interim
CFO”) and the principal financial officer of the Company effective April 29, 2026, until a permanent successor is named.
Mr. Masson, age 55, brings over 20 years of experience
as a finance executive in the aerospace, defense, and industrial sectors. Mr. Masson was the Chief Financial Officer of Noble Supply and
Logistics, LLC (“Noble”) from 2023 through 2025. Before joining Noble, he served as Chief Financial Officer of Latham Group,
Inc. from 2022 to 2023. Mr. Masson also served as Executive Vice President and Chief Financial Officer of Hypertherm, Inc. from 2018 through
2022, where he oversaw the company’s global financial, information technology, and legal operations. From 2016-2018, Mr. Masson
was Vice President of Finance at Flowserve, where he led the company’s operational finance, operational accounting, and corporate
financial planning and analysis teams. From 2003-2016, he served in various finance leadership roles at Raytheon Technologies, including
Chief Financial Officer roles for several of the company’s business units. Mr. Masson began his career as a Lieutenant and Naval
Aviator for the United States Navy, where he worked from 1992-2001. Mr. Masson holds a Bachelor of Science degree in Economics from the
United States Naval Academy and a Master of Business Administration from Harvard Business School.
The Board has not approved any compensation for
Mr. Masson in connection with his appointment as Interim CFO. If and when the Company enters into any material compensatory arrangement
with Mr. Masson in connection with his appointment, the Company will file an amendment to this Current Report on Form 8-K to disclose
the material terms thereof, as required by Item 5.02(e) of Form 8-K.
There are no arrangements or understandings between
Mr. Masson and any other person pursuant to which Mr. Mason was appointed as Interim CFO of the Company. Mr. Masson does not have a family
relationship with any director or executive officer of the Company (or any person nominated or chosen by the Company to become a director
or executive officer of the Company) or a direct or indirect material interest in any existing or currently proposed transaction that
would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
that involve substantial risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). In some cases, you can identify
forward-looking statements by the words “anticipate,” “assume,” “believe,” “continue,”
“could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,”
“may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “will,” or “would” and/or the negative of these
terms, or other comparable terminology intended to identify statements about the future. They may include statements regarding our intentions,
beliefs or current expectations concerning, among other things, the Company’s potential customer pipeline and expected power demand
and delivery. Forward-looking statements are inherently subject to risks, uncertainties and assumptions that are difficult to predict
or quantify, including those risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our other
filings with the SEC. Forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not undertake any
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law.
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: April 29, 2026 |
By: |
/s/ George Wentz |
| |
Name: |
George Wentz |
| |
Title: |
General Counsel |
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