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) ~~February~~ 19March 26, 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 1.01. Entry into a Material Definitive Agreement.

On March ~~February 19~~26, 2026, Fermi ~~High~~Turbine ~~Voltage~~ Warehouse II LLC (~~the~~ “~~Borrower~~FTW II”), a Texas limited liability company and indirect wholly owned subsidiary of Fermi, Inc., entered into aan ~~Master~~Equipment Supply Loan Financing Agreement (the “Beal Credit Agreement”) with ~~Keystone~~CLMG ~~National Group~~Corp., as ~~LLC,~~administrative aagent ~~Delaware~~and ~~limited liability company, as~~ collateral agent ~~and~~for ~~administrative~~the ~~agent~~lenders (the “Beal Agent”), ~~for~~and the lenders ~~from time to time~~ party thereto (~~each,~~the a “~~Lender~~Beal Lenders”), ~~Keystone~~to ~~Private~~fund ~~Income~~the ~~Fund~~acquisition of six Siemens Energy SGT-800 industrial gas turbines and related equipment for Project Matador (the “~~Initial~~Beal ~~Lender~~Equipment Financing”). FTW II is an indirect wholly owned subsidiary of Fermi, ~~and~~Inc. ~~Cape~~held ~~Commercial~~through Fermi Turbine Pledgor ~~Finance~~II LLC (“~~CCF~~Pledgor”), asand ~~sole~~Fermi ~~arranger~~Turbine ~~(the~~HoldCo ~~“Sole~~II ~~Arranger~~LLC (“Holdings”). The Sponsor (Fermi Inc.) is the indirect owner of 100% of the membership interests in each of Pledgor, Holdings and FTW II. All capitalized terms used but not defined herein ~~shall~~ shall have the meaning given to them in the Beal Credit Agreement.

The Beal Credit Agreement provides for a senior secured ~~credit~~term loan facility ~~(the~~ ~~“Loan”)~~ in an aggregate principal amount of up to $~~120,000,000~~165.0 million (the “~~Maximum~~Total ~~Principal~~Loan ~~Amount~~Commitment”),. ~~which~~Borrowings may be ~~increased by~~made anfrom ~~additional~~the ~~$100~~closing date through the maturity date,~~000,000~~ subject to ~~the~~a ~~terms~~maximum ~~and~~of ~~conditions~~45 borrowings ofduring the ~~Credit~~loan ~~Agreement,~~availability toperiod. beOf ~~advanced~~the byTotal ~~the~~Loan ~~Lenders~~Commitment, inup ~~one~~to or$22.9 ~~more advances~~million ~~(each,~~is anreserved ~~“Advance”)~~to ~~for~~fund ~~the~~interest, ~~purpose~~commitment fee, ofand ~~financing~~agent ~~the~~fee ~~purchase~~payments. ofEach ~~certain~~loan ~~equipment~~under (the ~~“Equipment~~Beal ~~Collateral”) to~~Credit beAgreement ~~used~~bears ininterest ~~connection~~at ~~with~~a ~~Fermi~~rate ~~Inc~~of 12.’s00% ~~(the~~per ~~“Company”)~~annum, ~~Project~~payable ~~Matador~~quarterly in ~~(the “Project”)~~arrears. ~~Proceeds~~Upon of the ~~Loan~~occurrence ~~will~~and beduring ~~used by~~ the ~~Borrower~~continuance toof ~~(i)~~an ~~purchase~~event orof ~~otherwise~~default, ~~acquire~~interest ~~the~~accrues ~~Equipment~~at ~~Collateral~~a ~~and~~default ~~(ii)~~rate ~~fund~~of ~~reserves~~14.00% inper ~~the Borrower’s deposit account~~annum.

~~Advances under the Credit Agreement are available during the period~~Proceeds ~~commencing on the closing date and ending on the earlier~~ of ~~(i) twelve months following~~ the ~~closing~~loans ~~date and (ii) the date on which the Loan is fully advanced (the “Availability Period”). No more than two (2) Advances~~ may be ~~requested~~used byto ~~the~~pay ~~Borrower~~equipment inacquisition ~~any calendar month~~costs, ~~unless~~including ~~otherwise~~progress ~~approved~~payments byto ~~the~~Siemens ~~Agent and the related Lender~~Energy, ~~and no single Advance may be less than $500,000 unless it brings the aggregate principal amount of the Loan equal to the Maximum Principal Amount~~Inc. ~~The~~under ~~maximum~~an ~~amount~~equipment ~~that each Lender may disburse~~supply ~~for~~agreement ~~any~~originally ~~Advance~~entered ~~shall~~into ~~not~~in ~~exceed~~October ~~the~~2025 ~~lower of (1) such Lender’s applicable commitment under the related promissory note~~ and ~~(2)~~subsequently ~~80%~~assigned ~~of the Equipment Purchase Price for the applicable Equipment Collateral (the “Lender Advance Rate”). The Borrower is required~~ to ~~fund~~FTW anII, ~~equity~~and ~~contribution equal~~ to ~~20%~~pay offinancing ~~the~~costs, ~~Equipment~~including ~~Purchase~~interest and ~~Price for each Advance from sources other than the Loan~~fees.

The loans ~~Credit~~mature ~~Agreement~~on ~~also~~the ~~includes~~date anthat ~~accordion~~is ~~feature~~33 ~~permitting the~~months ~~Borrower~~after tothe ~~request~~closing ~~increases~~date. toOn the ~~Maximum~~maturity ~~Principal~~date ~~Amount~~(or upon earlier payment in full), ~~subject~~FTW II is required to ~~certain~~pay ~~conditions,~~an inexit afee ~~minimum~~equal to $37.0 million less the cumulative amount of ~~$5,000,000~~interest ~~per increase,~~and ~~with~~commitment ~~aggregate~~fees ~~increases~~paid ~~not~~ to ~~exceed~~the ~~$100,000,000~~lenders through such date.

The Beal ~~maximum~~Credit ~~principal~~Agreement ~~amount~~also ~~available~~provides ~~under~~for ~~Promissory~~an ~~Note~~unused ~~No.~~commitment ~~1 (“Note~~fee ~~No.~~of 1”)% isper ~~$48,872,550.63,~~annum ofon ~~which $893,554.71 has been advanced, and~~ the ~~maximum~~daily ~~principal~~unused ~~amount available under Promissory Note No. 2 (“Note No. 2,~~ and ~~together~~uncancelled ~~with~~portion ~~Note No. 1, each a “Note” and collectively the “Notes”) is $57,462,019.95,~~ of ~~which $9,987,390.25 has been advanced. The maturity date for each Note is August 19, 2031 (~~the ~~“Stated Maturity~~commitments, ~~Date”)~~payable ~~and~~quarterly ~~the~~in ~~interest rate applicable to each Note is 12~~arrears.~~90% per annum.~~

OnThe obligations under the ~~Stated~~Beal ~~Maturity~~Equipment ~~Date~~Financing ofare ~~each~~secured ~~Note,~~by ~~the~~a ~~entire~~first-priority ~~unpaid~~security ~~principal amount~~interest ofin ~~such~~the ~~Note,~~financed ~~together~~equipment ~~with all accrued~~ and ~~unpaid~~related collateral. ~~interest~~Holdings ~~thereon~~ and ~~any~~Pledgor ~~applicable~~have ~~undrawn~~each ~~payment~~provided ~~amount,~~a ~~becomes~~guaranty ~~due~~of ~~and payable.~~FTW ~~Prior~~II’s toobligations under the ~~conversion~~Beal ~~date~~Credit ~~specified~~Agreement, inand ~~each Note (~~the Company ~~“Conversion~~has ~~Date”),~~provided ~~the~~a ~~Borrower~~separate ~~makes~~guaranty ~~interest-only~~of ~~payments on~~FTW ~~the~~II’s ~~first~~obligations ~~day~~and ofagreed ~~each~~to ~~calendar~~make ~~month.~~certain ~~From~~equity ~~and~~contributions ~~after~~pursuant ~~the~~to ~~Conversion~~a Sponsor ~~Date~~Equity ~~through~~Contribution ~~the~~and ~~Stated~~Guaranty ~~Maturity~~Agreement. ~~Date,~~Under the ~~Borrower~~Sponsor ~~makes~~Equity ~~monthly payments~~Contribution ~~of principal~~ and ~~interest~~Guaranty ~~on each payment date~~Agreement, ~~consisting~~the ofCompany ~~all~~is ~~accrued~~required to ~~unpaid~~make ~~interest plus~~ a ~~percentage~~minimum ofequity ~~the~~contribution ~~outstanding principal balance as~~ of ~~the Conversion Date~~$5,490,000 asto ~~specified~~be inapplied ~~the~~toward ~~applicable~~progress ~~Note.~~payments ~~Amounts borrowed~~ under the ~~Credit~~Equipment ~~Agreement~~Supply ~~that are repaid or prepaid may not be reborrowed~~Agreement.

The Borrower has the right to voluntarily prepay each Note, in whole or in part, on the first day of any month occurring after the sixth payment date under such Note, upon ten (10) days’ prior written notice to each Lender and the Agent, by paying the applicable prepayment amount (the “Prepayment Amount”). For voluntary prepayments (other than certain mandatory prepayments), the Prepayment Amount includes the outstanding principal amount being prepaid together with the amount, if any, required to cause the multiple on invested capital ratio (the “MOIC Ratio”) to equal at least 1~~.22 to 1.00 (the “MOIC Minimum”).~~

1The Beal Credit Agreement contains customary affirmative and negative covenants and events of default, including restrictions on additional indebtedness, liens, dispositions of equipment (subject to a permitted disposition of up to three turbines in a single transaction under certain conditions, including mandatory prepayment of 100% of net cash proceeds), investments, affiliate transactions, amendments to the equipment supply and storage agreements, and change of control. Events of default under the Beal Credit Agreement include, among others, failure to make payments, bankruptcy, misrepresentations, cross-default (with respect to debt or guarantees of any Loan Party in excess of $5.0 million in the aggregate), breach of supply and storage agreements, loss of applicable permits, loss of collateral, and change of control.

~~The Borrower shall be required to prepay any Notes outstanding: (i)~~Mandatory ifprepayment ~~the Agent has not received a copy~~ of ~~an approved customer agreement by December 31, 2026,~~ the ~~Borrower~~loans ~~must~~is ~~prepay~~required each Note in full at the applicable Prepayment Amount (which in such case equals the outstanding principal multiplied by 1.05); (ii) if the aggregate principal amount of the Loan outstanding exceeds 110% of the fair market value of the collateralupon, ~~the~~among ~~Borrower~~other ~~must~~things, ~~within~~an ~~fifteen~~event ~~(15) business days~~ of ~~the Agent’s request~~loss, ~~either reduce the outstanding principal to~~ a ~~level~~disposition atof orequipment ~~below such threshold by repaying the Loan~~ or ~~pledging additional~~equity ~~collateral~~interests, ora ~~effect permitted exchanges to achieve the same result; and (iii) if the Agent or the applicable Lender determines~~change ~~that~~of ~~certain Equipment Collateral constitutes impaired equipment collateral~~control, ~~the~~receipt ~~Borrower~~of ~~must~~performance ~~consummate~~or adelay ~~permitted~~liquidated ~~exchange~~damages ~~within sixty~~under ~~(60) days or prepay~~ the ~~related~~supply ~~Advance~~and instorage ~~full. No premium~~agreements, ~~fee,~~ or ~~penalty~~receipt ~~applies~~of ~~to any prepayments made in connection with a~~ non-permitted ~~exchange, provided certain conditions are met~~debt proceeds.

The foregoing ~~Loan~~description ~~and~~of ~~all other obligations under~~ the ~~Credit~~ Agreement ~~and~~does ~~the~~not ~~other~~purport ~~loan~~to ~~documents~~be ~~are~~complete ~~secured~~and byis aqualified ~~first-priority security interest~~ in: ~~(i)~~its ~~all~~entirety ~~Equipment~~by ~~Collateral, together~~reference ~~with~~to all present and future additions, parts, accessories, attachments, substitutions, repairs, improvements, and replacements thereof, and proceeds of insurance thereon; (ii) substantially all of Borrower’s assets, including the ~~Borrower’s~~ ~~rights~~full ~~under all supply contracts, purchase orders, and related installation, servicing, and delivery contracts;~~text ~~(iii) a pledge~~ of ~~all membership interests in~~ the ~~Borrower held by its parent entity pursuant to a Pledge~~ Agreement;, ~~(iv)~~ a ~~deposit account~~copy ~~subject to a deposit account control agreement; (v) collateral assignments~~ of ~~all material documents; and (vi) all other property upon~~ which ~~a lien~~ is ~~granted~~filed ~~pursuant~~as toExhibit ~~any loan document~~10.1 ~~Additionally, the Company has executed a limited guaranty for up~~ to ~~25%~~this ofCurrent ~~the~~Report ~~principal~~on ~~amount~~Form ~~under~~8-K ~~the~~and ~~Credit~~is ~~Agreement,~~incorporated ~~subject~~herein toby ~~certain exceptions, in favor of the Agent for the benefit of the Lenders~~reference.

~~The Credit Agreement contains customary affirmative and negative covenants~~Forward-Looking including, among others, prohibitions on mergers, consolidations, divisions, or dispositions of all or substantially all assets, or any change of control, prohibitions on creating, assuming, or permitting to exist any lien or security interest on the collateral, and prohibition on creating, incurring, or assuming any debt other than the Loan. Additionally , until the earlier of (i) payment in full of all obligations or (ii) execution of an approved customer agreement, the Guarantor is required to maintain liquidity of at least $20,000,000 at all times.Statements

~~The~~This Current ~~foregoing~~Report ~~description~~on ofForm 8-K contains forward-looking statements within the ~~Agreement~~meaning ~~does~~of ~~not~~Section ~~purport~~27A toof bethe ~~complete~~Securities Act of 1933, as amended, and isSection ~~qualified~~21E inof ~~its~~the ~~entirety~~Securities byExchange ~~reference~~Act of 1934, as amended. These forward-looking statements relate to, among other things, the anticipated ~~full~~use ~~text~~of proceeds of the ~~Agreement~~Beal Equipment Financing, athe ~~copy~~acquisition and deployment of ~~which~~equipment isfor ~~filed~~Project asMatador, ~~Exhibit~~and 10the Company’s expected obligations under the Beal Credit Agreement and related financing documents.1 These statements are based on current expectations and assumptions and are subject to ~~this~~risks ~~Current~~and uncertainties that could cause actual results to differ materially, including risks related to the Company’s ability to satisfy borrowing conditions, equipment delivery and deployment timelines, market conditions, and other factors described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 810-K and isQuarterly ~~incorporated~~Reports ~~herein~~on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements, except as required by ~~reference~~law.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~Item 9.01 Financial Statements and Exhibits.~~2

~~(d)~~Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1#		Master Loan Agreement, dated as of February 19, 2026, among Fermi High Voltage Warehouse LLC, the lenders party thereto, Keystone National Group, LLC, as collateral agent and administrative agent and Cape Commercial Finance LLC, as sole arranger.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) Exhibits.

# Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted exhibit or schedule to the SEC or its staff upon request.

Exhibit No.

Description

10.1

Equipment Supply Loan Financing Agreement, dated March 26, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2# Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted exhibit or schedule to the SEC or its staff upon request.

~~SIGNATURES~~3

~~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.~~SIGNATURES

	FERMI INC.
Date: February 25, 2026	By:	/s/ Miles Everson
	Name:	Miles Everson
	Title:	Chief Financial Officer

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: March 27, 2026	By:	/s/ Miles Everson
	Name:	Miles Everson
	Title:	Chief Financial Officer

Filing Compare · Fermi Inc.