{"url_path":"/sec/frmi/proxy/2026-05-18/000121390026058538","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/2071778/0001213900-26-058538-index.html","accession_number":"0001213900-26-058538","cik":"0002071778","ticker":"FRMI","issuer_name":"Fermi Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2071778/0001213900-26-058538-index.html","primary_entity_key":"0002071778","primary_entity_name":"Fermi Inc."},"word_count":3810,"has_tables":true,"body_markdown":"DEFA14A\n1\nea0291399-defa14a_fermi.htm\nSOLICITING MATERIAL PURSUANT TO SECTION 240.14A-12\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**PROXY STATEMENT PURSUANT TO SECTION 14(a) OF\nTHE**\n\n**SECURITIES EXCHANGE ACT OF 1934**\n\nFiled\nby the registrant ☒ Filed\nby a party other than the registrant &uml;\n\nCheck the appropriate box:\n\n&uml;\nPreliminary proxy statement\n\n&uml;\n**Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))**\n\n&uml;\nDefinitive proxy statement.\n\n&uml;\nDefinitive additional materials.\n\n☒\nSoliciting\nmaterial pursuant to Section 240.14a-12\n\n**FERMI INC.**\n\n**(Name of Registrant as Specified in Its Charter)**\n\n**(Name of Person(s) Filing Proxy Statement\nif Other Than the Registrant)**\n\nPayment of filing fee (check the appropriate box):\n\n☒\nNo fee required.\n\n&uml;\nFee paid previously with preliminary materials.\n\n&uml;\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.\n\n** **\n\n**Fermi Files Preliminary Consent Revocation Statement**\n\n* *\n\n*Board is Committed to Acting in the Best Interests\nof Fermi Shareholders and*\n\n*Cites Strong Momentum Behind Fermi 2.0*\n\n* *\n\n**DALLAS, May 18, 2026 –**Fermi Inc. (NASDAQ: FRMI)\n(LSE: FRMI), operating as Fermi America&trade; (&ldquo;Fermi&rdquo; or the &ldquo;Company&rdquo;), today announced that on May 15, 2026, it\nfiled a preliminary Consent Revocation Statement (the &ldquo;Revocation Statement&rdquo;) with the U.S. Securities and Exchange Commission\n(&ldquo;SEC&rdquo;). The Revocation Statement responds to former Chief Executive Officer Toby Neugebauer&rsquo;s preliminary consent solicitation,\nin which Mr. Neugebauer is seeking to solicit shareholder consents to hold a Special Meeting of Shareholders (&ldquo;Special Meeting&rdquo;)\non or about June 30, 2026. Fermi&rsquo;s Revocation Statement provides specific reasons why Mr. Neugebauer&rsquo;s proposals are not in\nthe best interests of Fermi shareholders, including information regarding his removal as CEO and subsequent termination for cause by an\nIndependent Committee of the Board.\n\nThe Board issued the following statement:\n\nThe Fermi leadership team is executing on a well-defined\nplan that it believes will maximize shareholder value. The Board has overseen the Company&rsquo;s evolution into its next phase of growth,\nadvancing Fermi 2.0 and Project Matador, while driving progress across key construction, regulatory and financing milestones.\n\nThe Board is committed to evaluating all transactions that\ncould maximize long-term value for shareholders, but it will not be forced into a short-sighted decision that benefits only Mr. Neugebauer\nand his affiliates at the expense of all others who experienced significant losses under his tenure as CEO.\n\nAfter careful consideration and consultation with independent\nfinancial and legal advisors, an Independent Committee of the Board unanimously concluded that the Special Meeting solicitation launched\nby Mr. Neugebauer is not in the best interests of the Company or its shareholders. As detailed in the Company&rsquo;s preliminary Consent\nRevocation, our recommendation for shareholders is based on the following considerations:\n\n●**Fermi\n2.0 is delivering tangible results**. As the management team described on its May 14, 2026\nearnings call, which was well received by the financial community, interest has accelerated\nunder the recent leadership changes. Fermi is also seeing increased engagement with investors\nand partners, reinforcing confidence in the Company&rsquo;s strategy and its ability to deliver\nlong-term shareholder value.\n\nProject\nMatador continues to advance with clear visibility toward power delivery, and the Company, in partnership with a leading executive search\nfirm, is actively conducting a search for a highly qualified CEO to lead its next phase of growth. The Company has secured nearly $1.0\nbillion in financing commitments, established over $1.4 billion in infrastructure positioning it to execute its near-term plan, and taken\nsteps to strengthen its capital structure by replacing high-cost debt with more favorable equipment financing.\n\n1\n\n●**Mr.\nNeugebauer&rsquo;s record as CEO raises significant concerns regarding his leadership and\nability to execute.** During his tenure, Fermi&rsquo;s stock declined more than 80% from\nits IPO, driven principally by the absence of a signed tenant.\n\n●**Mr.\nNeugebauer&rsquo;s employment was ultimately terminated for cause.** The Board removed\nMr. Neugebauer as CEO on April 17, 2026, and he was subsequently terminated for cause by\nan Independent Committee of the Board. The Independent Committee terminated Mr. Neugebauer\nfor cause due to his misrepresentations to the Board, public communications inconsistent\nwith his fiduciary duties and a pattern of conduct in violation of Company policies. Additionally,\nhis behavior as CEO created disruption to operations and presented a significant threat to\nmeaningful relationships with key stakeholders at a pivotal time in the Company&rsquo;s growth\ntrajectory.\n\n●**Mr.\nNeugebauer&rsquo;s proposals are designed to force a sale at a price that is far below Fermi&rsquo;s\nintrinsic value.** The Board and management team believe that an immediate sale would not\nbe in the best interests of shareholders and could result in a value-destructive outcome,\nprimarily benefiting Mr. Neugebauer and his affiliates, who received their stock pre-IPO\nfor consideration at less than $0.01 per share, while locking in substantial losses for Fermi&rsquo;s\npublic shareholders. His cost basis and that of public shareholders would not be aligned\nin such a transaction, and the Independent Committee will not support a forced sale at depressed\ntrading levels.\n\n●**Certain\ncritical commercial counterparties have made clear that Fermi&rsquo;s path forward depends\non stable leadership and governance.** During Mr. Neugebauer&rsquo;s tenure, he damaged\nrelationships with certain business partners, with more than one counterparty threatening\nto terminate its agreement with Fermi as a result of Mr. Neugebauer&rsquo;s conduct. Counterparties\nalso conditioned their willingness to continue to do business with Fermi on Mr. Neugebauer\nno longer being an executive or exerting control over the Company. Additional counterparties,\nincluding potential institutional investors and private infrastructure funds, have similarly\nconditioned their willingness to conduct future business with the Company on assurances that\nMr. Neugebauer would not destabilize Fermi&rsquo;s governance or operations. Since his termination,\nthese partners have communicated increased confidence in Fermi. The Board believes the return\nof Mr. Neugebauer to control the Company would put those relationships at risk.\n\nIn recent public statements, Mr. Neugebauer has continued to suggest\nthat a Special Meeting will be held on May 29, 2026, despite the Company&rsquo;s prior disclosure that such meeting was not validly called\nand has been cancelled in accordance with the Company&rsquo;s bylaws. Mr. Neugebauer is now calling for a second Special Meeting through\na consent solicitation process for the same purpose of taking control of the Board in a single election with his hand-picked nominees\nin a manner designed to circumvent the governance structure that he approved and which is intended to promote stable governance. Should\nhe secure control of the Board, Mr. Neugebauer may fundamentally alter Fermi&rsquo;s strategic direction by forcing a rapid sale at a\ndepressed valuation without the support of a broad base of Fermi shareholders.\n\nThe Company&rsquo;s preliminary Revocation Statement is subject to\nthe SEC review process, and solicitation of consent forms or consent revocations is not permitted prior to completion of this process.\n\n2\n\nPaul, Weiss, Rifkind, Wharton & Garrison LLP and Vinson & Elkins\nL.L.P. are serving as legal counsel to the Company. Fermi has also retained Alex Spiro of Quinn Emanuel Urquhart & Sullivan to assist\nwith certain litigation matters.\n\n** **\n\n**About Fermi America&trade;**\n\nFermi America&trade; (Nasdaq & LSE: FRMI) develops next-generation\nprivate electric grids that deliver highly redundant power at gigawatt scale to support next-generation intelligence and AI compute. Fermi\nAmerica&trade; combines cutting-edge technology with a deep bench of proven world-class multi-disciplinary leaders with a combined 25\nGW of experience, to create the world&rsquo;s largest, 11 GW next-gen private grid, helping ensure America&rsquo;s energy and AI dominance. The behind-the-meter\nProject Matador campus is expected to integrate the nation&rsquo;s biggest combined-cycle natural gas project, one of the largest clean, new\nnuclear power complexes in America, utility grid power, solar power, and battery energy storage, to support hyperscale AI and advanced\ncomputing. For additional information visit www.fermiamerica.com.\n\n**Forward-Looking Statements**\n\nStatements contained in this press release which are not historical\nfacts, such as those relating to future events, are forward-looking statements within the meaning of the Private Securities Litigation\nReform Act of 1995. Fermi undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new\ninformation, future events, or otherwise. Investors should consult further disclosures and risk factors included in our Annual Reports\non Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and other documents\nfiled from time to time with the SEC by Fermi.\n\n** **\n\n**Additional Information and Where to Find It**\n\nFermi intends to file with the SEC a definitive Revocation Statement\non Schedule 14A in connection with the proposed solicitation by Mr. Neugebauer to be able to call a special meeting of Fermi shareholders,\nas well as a definitive proxy statement on Schedule 14A with respect to its solicitation of proxies for any future meeting of the shareholders\ncalled as a result of Mr. Neugebauer&rsquo;s solicitation, both containing a form of WHITE proxy card.\n\nINVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR\nENTIRETY THE REVOCATION STATEMENT AND ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY FERMI AND ANY\nOTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY\nSOLICITATION.\n\nInvestors and security holders may obtain copies of these documents\nand other documents filed with the SEC by Fermi free of charge through the website maintained by the SEC at www.sec.gov. Copies of the\ndocuments filed by Fermi are also available free of charge by accessing Fermi&rsquo;s website at www.fermiamerica.com.\n\n** **\n\n**Participants in the Solicitation**\n\n** **\n\nFermi, its directors and executive officers and other members of management\nand employees may be deemed to be participants in the solicitation of revocations and proxies with respect to a solicitation by Fermi.\nInformation about Fermi&rsquo;s executive officers and directors is available in Fermi&rsquo;s Annual Report on Form 10-K/A (the &ldquo;Form 10-K/A&rdquo;)\nfor the year ended December 31, 2025, filed with the SEC on April 30, 2026. To the extent holdings by our directors and executive officers\nof Fermi securities reported in the Form 10-K/A have changed, such changes have been or will be reflected on Statements of Change in Ownership\non Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge at the SEC&rsquo;s website at www.sec.gov. Copies of the\ndocuments filed by Fermi are also available free of charge by accessing Fermi&rsquo;s website at www.fermiamerica.com.\n\n**Contacts**\n\n**Investors**\n\nRodrigo Acuna\n\nIR@fermiamerica.com\n\n** **\n\n**Media**\n\n** **\n\nJoele Frank, Wilkinson Brimmer Katcher\n\nMichael Freitag / Adam Pollack / Eliza Rothstein\n\n212-355-4449\n\n3\n\nOn May 14, 2026 the Company filed the following release:\n\n**Fermi Board Amends Bylaws to Protect Interests\nof Shareholders**\n\nDALLAS, May 14, 2026 /PRNewswire/\n— Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI), operating as Fermi America&trade; (&ldquo;Fermi&rdquo; or the &ldquo;Company&rdquo;),\ntoday announced that its Board of Directors (the &ldquo;Board&rdquo;) has approved an amendment of the Company&rsquo;s Bylaws (the &ldquo;Bylaws&rdquo;)\nto protect and empower shareholders unaffiliated with the Company&rsquo;s former Chief Executive Officer. The Bylaw amendments are intended\nto ensure the integrity of the Company&rsquo;s Board structure.\n\nUnder the amended Bylaws, any proposed changes\nto the Board&rsquo;s size or classified structure will require approval from at least 70% of the Company&rsquo;s outstanding shares entitled to vote\nin the election of directors, voting as one class. Fermi&rsquo;s former CEO has claimed that he and his affiliates currently control approximately\n40% of Fermi&rsquo;s outstanding shares, which represents an outsized level of influence under the previous Bylaws.\n\nConsistent with best governance practices\nfor shareholder approval of conflicted transactions, a 70% vote to approve Mr. Neugebauer&rsquo;s proposal would require approximately half\nof the shareholders unaffiliated with him to amend the Bylaws as he intends. The Board&rsquo;s amendment does not change the percentage of shareholders\nnecessary to call a special meeting, which remains at 50% of the Company&rsquo;s outstanding shares.\n\nFermi notes that on May 11, 2026, Caddis Capital,\nLLC, the Company&rsquo;s second largest shareholder owning approximately 9.3% of the Company&rsquo;s outstanding common shares, reaffirmed its support\nfor Fermi&rsquo;s Board, the Company&rsquo;s management team and its long-term strategic plan.\n\nThe Board issued the following statement:\n\nThe Fermi Board and management\nteam are committed to taking steps that will position the Company for success. We are pleased with the support from our shareholders of\nthe Company&rsquo;s strategic plan to build on the momentum of Project Matador as it executes Fermi 2.0. The Board will continue to evaluate\nstrategic opportunities to maximize shareholder value and take actions that we believe protect our shareholders&rsquo; interests.\n\nThe Company today separately filed the Amended\nand Restated Bylaws on a Form 8-K with the U.S. Securities and Exchange Commission.\n\nAbout Fermi America&trade;\n\nFermi America&trade; (Nasdaq & LSE: FRMI)\ndevelops next-generation private electric grids that deliver highly redundant power at gigawatt scale to support next-generation intelligence\nand AI compute. Fermi America&trade; combines cutting-edge technology with a deep bench of proven world-class multi-disciplinary leaders\nwith a combined 25 GW of experience, to create the world&rsquo;s largest, 11 GW next-gen private grid, helping ensure America&rsquo;s energy and AI\ndominance. The behind-the-meter Project Matador campus is expected to integrate the nation&rsquo;s biggest combined-cycle natural gas project,\none of the largest clean, new nuclear power complexes in America, utility grid power, solar power, and battery energy storage, to support\nhyperscale AI and advanced computing.\n\nForward-Looking Statements\n\nStatements contained in this press release\nwhich are not historical facts, such as those relating to future events, are forward-looking statements within the meaning of the Private\nSecurities Litigation Reform Act of 1995. Fermi undertakes no duty to publicly update or revise such forward-looking information, whether\nas a result of new information, future events, or otherwise. Investors should consult further disclosures and risk factors included in\nour Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and\nother documents filed from time to time with the SEC by Fermi.\n\n4\n\nAdditional Information and Where to Find It\n\nFermi intends to file with the SEC a definitive\nrevocation statement on Schedule 14A in connection with the proposed solicitation by Mr. Neugebauer to be able to call a special meeting\nof Fermi security holders, as well as a definitive proxy statement on Schedule 14A with respect to its solicitation of proxies for any\nfuture meeting of the shareholders called as a result of Mr. Neugebauer&rsquo;s solicitation, both containing a form of WHITE proxy card.\n\nINVESTORS AND SECURITY HOLDERS ARE URGED TO\nREAD CAREFULLY AND IN THEIR ENTIRETY THE REVOCATION STATEMENT AND ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)\nFILED BY FERMI AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT\nINFORMATION ABOUT ANY SOLICITATION.\n\nInvestors and security holders may obtain\ncopies of these documents and other documents filed with the SEC by Fermi free of charge through the website maintained by the SEC at www.sec.gov.\nCopies of the documents filed by Fermi are also available free of charge by accessing Fermi&rsquo;s website at www.fermiamerica.com.\n\nParticipants in the Solicitation\n\nFermi, its directors and executive officers\nand other members of management and employees may be deemed to be participants in the solicitation of revocations and proxies with respect\nto a solicitation by Fermi. Information about Fermi&rsquo;s executive officers and directors is available in Fermi&rsquo;s Annual Report on Form 10-K/A\n(the &ldquo;Form 10-K/A&rdquo;) for the year ended December 31, 2025, filed with the SEC on April 30, 2026. To the extent holdings by our\ndirectors and executive officers of Fermi securities reported in the Form 10-K/A have changed, such changes have been or will be reflected\non Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge at the SEC&rsquo;s\nwebsite at www.sec.gov. Copies of the documents filed by Fermi are also available free of charge\nby accessing Fermi&rsquo;s website at www.fermiamerica.com.\n\nContacts\n\nInvestors\n\nRodrigo Acuna\n\nIR@fermiamerica.com\n\nMedia\n\nJoele Frank, Wilkinson Brimmer Katcher\n\nMichael Freitag / Adam Pollack / Eliza Rothstein\n\n212-355-4449\n\nView\noriginal content to download multimedia:https://www.prnewswire.com/news-releases/fermi-board-amends-bylaws-to-protect-interests-of-shareholders-302772850.html\n\nSOURCE Fermi Inc.\n\n5\n\nOn May 11, 2026 the Company filed the following release:\n\nFermi Board Announces Actions to Confirm No\nSpecial Meeting of Shareholders Has Been Called\n\n* *\n\n*Former CEO Toby Neugebauer is Attempting to\nFill the Board with His Acolytes to Force a Sale of the Company at a Depressed Valuation – Fermi&rsquo;s Stock Declined More than\n80% During Neugebauer&rsquo;s Tenure*\n\n* *\n\n*Fermi Board Will Continue to Take Actions That\nit Believes Are in the Best Interests of All Shareholders*\n\nDALLAS, May 11, 2026 /PRNewswire/ — Fermi Inc.\n(NASDAQ: **FRMI**)\n(LSE: FRMI), operating as Fermi America&trade; (&ldquo;Fermi&rdquo; or the &ldquo;Company&rdquo;), today announced the unanimous decision\nby the Risk and Disclosure Committee of its Board of Directors (the &ldquo;Board&rdquo;) to confirm the prior cancellation of the special\nmeeting of shareholders (the &ldquo;Special Meeting&rdquo;) former CEO Toby Neugebauer attempted to call on the eve of his removal for cause\nand scheduled for May 29, 2026.\n\nMr. Neugebauer attempted to call the Special Meeting to appoint five\ndirectors to the Board, thereby allowing him to take control of the Board and force the sale of the Company at a depressed valuation.\nAs previously announced, Mr. Neugebauer was removed from the office of CEO and subsequently terminated for cause as a direct result of\nserious misconduct violating the terms of his employment agreement as well as multiple company policies. The Company did not consider\nthe Special Meeting validly requested, and that request was previously rescinded by the Office of the CEO. Today&rsquo;s action was taken to\nconfirm to shareholders that there is no Special Meeting on May 29, 2026, following Mr. Neugebauer&rsquo;s recent incorrect public statements\nto the contrary.\n\nThe Board issued the following statement:\n\nWhile Mr. Neugebauer served as CEO of Fermi, the Company&rsquo;s\nstock price declined more than 80%. Following his ineffective stint as CEO, and as a result of conduct violating the terms of his employment\nagreement as well as multiple company policies, the Board determined to terminate Mr. Neugebauer&rsquo;s employment for cause.\n\n6\n\nMr. Neugebauer&rsquo;s proposals, taken together, would result\nin Mr. Neugebauer taking control of the Company and advance his stated goal of selling Fermi quickly. The Board believes this conduct\nreflects the actions of a disgruntled former executive that are not in the interests of the Company&rsquo;s shareholders.\n\nThe Company believes that Fermi&rsquo;s market valuation does\nnot reflect its intrinsic value, nor does it reflect the upside potential of the successful execution of Fermi 2.0 and the Company&rsquo;s strategic\nplan. Under the current Board, and following notable achievements for Project Matador across construction, buildout and regulatory\nmilestones, Fermi is well positioned for its next chapter of innovation, operational excellence and client-focused service. As we\nbuild on our operational momentum, we believe we will maximize shareholder value.\n\nEmbarking down the path that would be paved by Mr. Neugebauer&rsquo;s\neffort to call a Special Meeting will serve only to lock in the value destruction Fermi experienced under his leadership. The Fermi Board\nwill continue to take action that it believes is in the best interests of all shareholders.\n\nUnder Fermi&rsquo;s bylaws, the Board has authority to cancel any Special\nMeeting. On April 19, 2026, the Board validly delegated this authority to the Risk and Disclosure Committee.\n\nMr. Neugebauer is also seeking to solicit shareholder consents to hold\na second Special Meeting of Shareholders on or about June 30, 2026, for the same purpose of taking control of the Board and forcing a\nsale of the Company. Fermi believes Mr. Neugebauer&rsquo;s consent solicitation is not in the best interests of its shareholders and recommends\nthat shareholders not tender their consent.\n\n** **\n\n**About Fermi America&trade;**\n\nFermi America&trade; (Nasdaq & LSE: FRMI) develops next-generation\nprivate electric grids that deliver highly redundant power at gigawatt scale to support next-generation intelligence and AI compute. Fermi\nAmerica&trade; combines cutting-edge technology with a deep bench of proven world-class multi-disciplinary leaders with a combined 25\nGW of experience, to create the world&rsquo;s largest, 11 GW next-gen private grid, helping ensure America&rsquo;s energy and AI dominance. The behind-the-meter\nProject Matador campus is expected to integrate the nation&rsquo;s biggest combined-cycle natural gas project, one of the largest clean, new\nnuclear power complexes in America, utility grid power, solar power, and battery energy storage, to support hyperscale AI and advanced\ncomputing.\n\n** **\n\n**Forward-Looking Statements**\n\nStatements contained in this press release which are not historical\nfacts, such as those relating to future events, are forward-looking statements within the meaning of the Private Securities Litigation\nReform Act of 1995. Fermi undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new\ninformation, future events, or otherwise. Investors should consult further disclosures and risk factors included in our Annual Reports\non Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and other documents\nfiled from time to time with the SEC by Fermi.\n\n7\n\n** **\n\n**Additional Information and Where to Find It**\n\nFermi intends to file with the SEC a definitive revocation statement\non Schedule 14A in connection with the proposed solicitation by Mr. Neugebauer to be able to call a special meeting of Fermi security\nholders, as well as a definitive proxy statement on Schedule 14A with respect to its solicitation of proxies for any future meeting of\nthe shareholders called as a result of Mr. Neugebauer&rsquo;s solicitation, both containing a form of WHITE proxy card.\n\nINVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR\nENTIRETY THE REVOCATION STATEMENT AND ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY FERMI AND ANY\nOTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY\nSOLICITATION.\n\nInvestors and security holders may obtain copies of these documents\nand other documents filed with the SEC by Fermi free of charge through the website maintained by the SEC at **www.sec.gov**.\nCopies of the documents filed by Fermi are also available free of charge by accessing Fermi&rsquo;s website at **www.fermiamerica.com**.\n\n** **\n\n**Participants in the Solicitation**\n\n** **\n\nFermi, its directors and executive officers and other members of management\nand employees may be deemed to be participants in the solicitation of revocations and proxies with respect to a solicitation by Fermi.\nInformation about Fermi&rsquo;s executive officers and directors is available in Fermi&rsquo;s Annual Report on Form 10-K/A (the &ldquo;Form 10-K/A&rdquo;)\nfor the year ended December 31, 2025, filed with the SEC on April 30, 2026. To the extent holdings by our directors and executive officers\nof Fermi securities reported in the Form 10-K/A have changed, such changes have been or will be reflected on Statements of Change in Ownership\non Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge at the SEC&rsquo;s website at **www.sec.gov**.\nCopies of the documents filed by Fermi are also available free of charge by accessing Fermi&rsquo;s website at **www.fermiamerica.com**.\n\n** **\n\n**Contacts**\n\n** **\n\n**Investors**\n\nRodrigo Acuna\n\n**IR@fermiamerica.com**\n\n** **\n\n**Media**\n\n** **\n\nJoele Frank, Wilkinson Brimmer Katcher\n\nMichael Freitag / Adam Pollack / Eliza Rothstein\n\n212-355-4449\n\nSOURCE Fermi Inc.\n\n8"}