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Fermi Inc.·4

Apr 10, 7:38 PM ET

Hamilton Charles Lynn 4

Research Summary

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Updated

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.