Everson Miles E. 4

What Happened
Miles E. Everson, Chief Financial Officer of Fermi Inc. (FRMI), sold a total of 830,209 shares in two open-market/block transactions: 403,205 shares on 2026-04-08 at a weighted average price of $4.91 ($1,979,737) and 427,004 shares on 2026-04-09 at a weighted average price of $4.58 ($1,955,678). Total proceeds were approximately $3,935,415. The filing indicates these were automatic "sell-to-cover" sales to cover withholding taxes upon award vesting and share delivery.

Key Details

• Transaction type: Sales (S) executed as broker sell-to-cover transactions to satisfy tax withholding.
• Dates & prices:
  • 2026-04-08 — 403,205 shares @ weighted avg $4.91; total $1,979,737 (F1). Underlying trade prices ranged $5.16–$4.77; weighted avg reported by broker.
  • 2026-04-09 — 427,004 shares @ weighted avg $4.58; total $1,955,678 (F2). Underlying trade prices ranged $4.76–$4.47; weighted avg reported by broker.
• Total sold: 830,209 shares for ≈ $3.94M.
• Shares owned after transaction: Not disclosed in the excerpt provided. Filing footnote F3 notes Mr. Everson has 8,700,000 restricted shares subject to time-based vesting; F4 notes beneficial ownership of shares held by Lady Bird Advisory 2 LLC (he is a managing member) with a standard disclaimer.
• Filing timeliness: Report filed 2026-04-10 for transactions dated Apr 8–9, 2026 — appears timely (not marked late).

Context
The filing indicates these sales were automatic sell-to-cover transactions connected to award vesting and share delivery (common practice to satisfy tax withholding). Footnotes state the broker executed the sales as part of block trades across multiple prices and that Mr. Everson will provide a breakdown of the number of shares sold at each price upon request. These sales reflect tax-related liquidity from awards rather than an outright open-market divestment decision; the filing itself does not state the insider’s investment view.