{"url_path":"/sec/frmi/8-k/2026-07-09/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/2071778/0001213900-26-076788-index.html","accession_number":"0001213900-26-076788","cik":"0002071778","ticker":"FRMI","issuer_name":"Fermi Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2071778/0001213900-26-076788-index.html","primary_entity_key":"0002071778","primary_entity_name":"Fermi Inc."},"word_count":339,"has_tables":true,"body_markdown":"**Item 7.01.\nRegulation FD Disclosure.**\n\n \n\nOn July 9, 2026, Fermi Inc.,\na Texas corporation (the “Company”), commenced an offering for the sale of $350 million aggregate principal amount of\nconvertible senior notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers\npursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”).\nIn connection with the Offering, the Company expects to grant to the initial purchasers of the Notes an option to purchase, for settlement\nwithin a 13-day period from the date of initial issuance of the Notes, up to an additional $52.5 million aggregate principal amount of Notes.\nThe Company intends to use the net proceeds from the Offering (including any additional proceeds resulting from the exercise by the initial\npurchasers of their option to purchase the additional Notes) to pay the cost of privately negotiated capped call transactions and the\nremainder of the net proceeds for general corporate purposes.\n\n \n\nIn connection with the Offering,\nthe Company disclosed certain information relating to the Company and certain recent developments to prospective investors in a preliminary\noffering memorandum, dated July 9, 2026 (the “Preliminary Offering Memorandum”), excerpts of which are furnished herewith\npursuant to Regulation FD, in the general form presented in the Preliminary Offering Memorandum, as Exhibit 99.1 to this Current Report\non Form 8-K and are incorporated herein by reference. Additionally, on July 9, 2026, the Company posted an updated investor presentation\nto its website, a copy of which is furnished herewith as Exhibit 99.2 and incorporated by reference herein.\n\n \n\nThe information above and\nExhibits 99.1 and 99.2 are being furnished pursuant to this Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes\nof Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the\nliabilities of that section, and are not incorporated by reference into any filing under the Securities Act or the Exchange Act, unless\nspecifically identified therein as being incorporated therein by reference."}