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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 10, 2026, the Board of Directors (the “Board”) of Fermi Inc. (the “Company”) received a letter from Mr. Miles Everson, a director designee of Toby Neugebauer, pursuant to which Mr. Everson resigned as a director of the Company, effective immediately (the “Resignation Letter”). At the time of his resignation, Mr. Everson did not serve on any committee of the Board.
In the Resignation Letter, Mr. Everson stated that his resignation was due to a disagreement with the Company over his access to certain books and records of the Company and the Board’s decision to delegate to the Finance Committee of the Board (the “Finance Committee”) responsibility for overseeing the negotiation and approval of certain financing transactions.
The Company believes that Mr. Everson was granted full access to the Company’s books and records, except for materials relating to pending litigation involving Mr. Neugebauer, for whom Mr. Everson served as a Board representative. Mr. Everson also approved the Board’s establishment of the Finance Committee and the delegation of responsibility to the Finance Committee for overseeing the negotiation and approval of certain financing transactions.
A full and complete copy of the Resignation Letter is attached hereto as Exhibit 17.1 to this Current Report on Form 8-K (this “Form 8-K”). All descriptions of the contents of the Resignation Letter set forth in this Form 8-K are qualified in their entireties by reference to the full text of the Resignation Letter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 17.1 | Resignation Letter of Miles Everson, dated July 10, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
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: July 13, 2026 | By: | /s/ George Wentz |
| Name: | George Wentz | |
| Title: | General Counsel | |
2
Exhibit 17.1
Miles Everson
1211 W Riverside Dr.
Austin. TX 78704
July 10, 2026
VIA EMAIL
Board of Directors
Fermi Inc.
c/o Corporate Secretary and General Counsel
Re: Resignation from Board of Directors
Dear Members of the Board:
I hereby resign from the Board of Directors of Fermi Inc. (the “Company”), including from any committee of the Board on which I serve, effective immediately upon delivery of this letter, or such other time as may be required under the Company’s governing documents. As of the date of this letter, I do not serve on any committees to my knowledge.
My resignation is due to a disagreement with the Company regarding its governance practices and the Company’s failure to provide required Board and committee minutes after a number of requests, including my written requests reflected in April 18, 2026 correspondence to the entire Board of Directors and in the May 5, 2026 correspondence to the chairman of the Board. In those requests, I requested that foundational information for sound governance be provided. I specifically stated that I had not received minutes of Board or committee meetings that occurred prior to my appointment or minutes of Board or committee meetings since my appointment, and I requested that all Board minutes, including committee minutes, be provided and distributed on a timely basis going forward.
Despite that request, and despite the chair’s May 5, 2026 acknowledgment that counsel would respond to my document requests and that Board minutes would be provided in the near term, the Company has failed to provide the requested minutes. The Company’s continued failure to provide those minutes prevents me from being fully informed regarding Board and committee actions, impairs my ability to evaluate the Company’s governance processes and prior Board actions, and materially interferes with my ability to discharge my fiduciary duties as a director of a public company.
Furthermore, the Company’s continued use of special committees to approve significant transactions is a means of avoiding full Board action, including candid discussions and feedback by the members of the Board. Yesterday’s announcement of a new $350 million convertible bond is just such an example. This matter was not brought to the Board for discussion or debate. In fact, I wasn’t made aware of the transaction until the public announcement was made.
For the avoidance of doubt, I am not resigning for personal reasons, due to time constraints, or as part of an ordinary-course Board transition. I am resigning because I disagree with the Company’s failure to provide directors with required Board and committee minutes and related governance records necessary for informed Board service. Please ensure that any public disclosure concerning my resignation accurately describes the circumstances set forth in this letter. I do not consent to any disclosure suggesting that my resignation is unrelated to the governance concerns described above. To the extent the Company files a Form 8-K or any other public disclosure regarding my resignation, please provide me with a copy of the proposed disclosure no later than the time of filing and provide me the opportunity to furnish a responsive letter for filing, as applicable. This letter should be filed as an exhibit to the Company’s public disclosure to the extent required.
Nothing in this letter should be construed as a waiver of any rights, claims, protections, indemnification, advancement, exculpation, insurance coverage, books-and-records rights, or other rights I may have as a current or former director under applicable law, the Company’s governing documents, any indemnification agreement, the Company’s D&O insurance policies, or otherwise. I expressly reserve all such rights.
Please also preserve all records relating to my requests for Board and committee minutes, the Company’s responses to those requests, and the Board and committee meetings and actions referenced in those requests.
| Sincerely, | |
| /s/ Miles Everson | |
| Miles Everson | |
| Director | |
| Fermi Inc. |
| cc: | George Wentz, General Counsel Melissa A Neugebauer 2020 Trust |