Hamilton Charles Lynn 4
4 · Fermi Inc. · Filed Apr 10, 2026
Research Summary
AI-generated summary of this filing
Fermi (FRMI) Chief Site Development Officer Hamilton Sells Shares
What Happened
Hamilton Charles Lynn (Chief Site Development Officer) sold a total of 774,090 shares of Fermi Inc. common stock in two transactions: 375,950 shares on 2026-04-08 at a weighted average price of $4.91 (proceeds ~$1,845,915) and 398,140 shares on 2026-04-09 at a weighted average price of $4.58 (proceeds ~$1,823,481). According to the filing footnotes, these sales were broker-executed "sell-to-cover" transactions to satisfy withholding taxes upon award vesting and share delivery.
Key Details
- Transaction dates and prices:
- 2026-04-08: Sold 375,950 shares @ weighted avg $4.91 (block trades ranged $5.16–$4.77) — F1.
- 2026-04-09: Sold 398,140 shares @ weighted avg $4.58 (block trades ranged $4.76–$4.47) — F2.
- Total shares sold: 774,090; total proceeds ≈ $3,669,396.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Notable footnotes:
- F1/F2: Sales were automatic broker "sell-to-cover" transactions to cover tax withholding for vested awards; broker executed block trades at multiple prices and the reporting person will provide allocation details upon request.
- F3: The reporting person holds 4,200,000 restricted shares subject to time-based vesting.
- F4/F5: Additional shares are held by trusts (Gracious Endurance Trust and Steadfast Endurance Trust) for which Mr. Hamilton is trustee; he disclaims beneficial ownership except to the extent of pecuniary interest.
- Filing timeliness: Report filed 2026-04-10 for transactions on 2026-04-08 and 04-09 — appears to be timely (Form 4 is generally due within two business days).
Context
These were sell-to-cover transactions to satisfy tax withholding on vested awards (a routine administrative sale), not open-market sales intended as directional bets. Such transactions commonly occur when restricted stock or RSUs vest and do not, by themselves, indicate insider sentiment about the company’s prospects. The filing’s footnotes commit to provide detailed per-price allocation upon request to the issuer, any security holder, or the SEC staff.
Insider Transaction Report
- Sale
Common Stock
[F1]2026-04-08$4.91/sh−375,950$1,845,915→ 5,924,050 total - Sale
Common Stock
[F2][F3]2026-04-09$4.58/sh−398,140$1,823,481→ 5,525,910 total
- 3,825,000(indirect: See Footnote)
Common Stock
[F4] - 3,825,000(indirect: See Footnote)
Common Stock
[F5]
Footnotes (5)
- [F1]Represents a weighted average price calculated by a broker executing automatic "sell-to-cover" transactions to cover withholding taxes upon award vesting and share delivery. These shares were sold as part of a block trade in multiple transactions at prices ranging from $5.16 to $4.77, inclusive, and the Reporting Person undertakes to provide to Fermi Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate sales price.
- [F2]Represents a weighted average price calculated by a broker executing automatic "sell-to-cover" transactions to cover withholding taxes upon award vesting and share delivery. These shares were sold as part of a block trade in multiple transactions at prices ranging from $4.76 to $4.47, inclusive, and the Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate sales price.
- [F3]Includes 4,200,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions.
- [F4]Reflects shares of common stock of the Issuer directly held by Gracious Endurance Trust. Mr. Hamilton is a trustee of Gracious Endurance Trust and may be deemed to beneficially own common stock of the Issuer held by Gracious Endurance Trust. Mr. Hamilton disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Hamilton is the beneficial owner of such securities for purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or for any other purpose.
- [F5]Reflects shares of common stock of the Issuer directly held by Steadfast Endurance Trust. Mr. Hamilton is a trustee of the Steadfast Endurance Trust and may be deemed to beneficially own common stock of the Issuer held by Steadfast Endurance Trust. Mr. Hamilton disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Hamilton is the beneficial owner of such securities for purposes of Sections 13 or 16 of the Exchange Act or for any other purpose.