Fermi Inc. 8-K

What Happened

• Fermi Inc. (FRMI) announced in an 8-K that on May 4, 2026 the board elected Mr. Larry Kellerman, the Company's Chief Power Officer, to the board of directors.
• Mr. Kellerman's appointment was made under a previously disclosed Director Nomination Agreement (dated September 30, 2025) after Vicksburg Equity Holdings, LLC, as assignee from TMNN Manager LLC, exercised TMNN’s right to nominate.
• He will serve as a Class III director with an initial term expiring at the Company’s 2028 annual meeting, filling the vacancy created by the previously announced departure of Mr. Neugebauer.

Key Details

• Effective date: May 4, 2026.
• Nomination basis: Director Nomination Agreement dated September 30, 2025; nomination exercised by Vicksburg Equity Holdings, LLC (assignee of TMNN).
• Role & term: Larry Kellerman — Chief Power Officer; Class III director, term through the 2028 annual meeting.
• Compensation: The Board has not approved any changes to Mr. Kellerman’s compensation in connection with his appointment; the company will file an amendment to the 8-K if any material compensatory arrangement is later agreed.

Why It Matters

• Board composition changes can affect oversight and strategic direction; this appointment fills an existing vacancy and sets the board lineup through 2028.
• The nomination came via a shareholder-related nomination agreement, which may reflect the nominating parties’ influence on board makeup.
• There is no immediate change in director compensation disclosed, limiting near-term financial impact; any future material compensation will be disclosed in an amendment.