FRMI · Fermi Inc. · Insider Trading

The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $3.00 to $3.095, inclusive. The Reporting Persons (as defined herein) hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 of this Form 4.

These securities are directly held by Melissa A. Neugebauer 2020 Trust (the "Trust"). Toby R. Neugebauer ("Mr. Neugebauer" and, together with the Trust, the "Reporting Persons") is the investment trustee of the Trust and may be deemed to beneficially own the securities held by the Trust. Mr. Neugebauer 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. Neugebauer is the beneficial owner of such securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $3.09 to $3.215, inclusive. Mr. Neugebauer hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 3 of this Form 4.

This figure has been adjusted (i) to correct the figure reported in the Form 3 the Reporting Persons filed on September 30, 2025, which should have reported that Vicksburg Investments Management LLC held 40,156,376 shares, and (ii) to reflect the transfer of 4,500,000 shares from TMNN Manager LLC, of which Mr. Neugebauer is the managing member, to Vicksburg Investments Management LLC, of which Mr. Neugebauer is also the managing member, on December 19, 2025, which transaction was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder.

These securities are directly held by Vicksburg Investments Management LLC. Mr. Neugebauer is the managing member of Vicksburg Investments Management LLC and may be deemed to beneficially own the securities held by Vicksburg Investments Management LLC. Mr. Neugebauer 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. Neugebauer is the beneficial owner of such securities for purposes of Sections 13 and 16 of the Exchange Act or for any other purpose.

The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $3.69 to $3.845, inclusive. The Reporting Persons (as defined herein) hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 of this Form 4.

These securities are directly held by Melissa A. Neugebauer 2020 Trust (the "Trust"). Toby R. Neugebauer ("Mr. Neugebauer" and, together with the Trust, the "Reporting Persons") is the investment trustee of the Trust and may be deemed to beneficially own the securities held by the Trust. Mr. Neugebauer 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. Neugebauer is the beneficial owner of such securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

Represents an award of restricted stock units ("RSUs") of the Issuer granted to Mr. Ortiz under the Issuer's 2025 Long-Term Incentive Plan that will generally vest in one-third installments on the first, second, and third anniversaries of the date of grant, in each case subject to Mr. Ortiz' continued service relationship with the Issuer through such date.

Includes 4,347,059 shares of restricted common stock of the Issuer subject to time-based vesting conditions.

Represents restricted stock units ("RSUs") of the Issuer granted to Mr. McIntire under the Issuer's 2025 Long-Term Incentive Plan that will generally vest on August 14, 2027, subject to Mr. McIntire's continued employment with the Issuer through such date.

The sales reported herein were pursuant to the exercise of options granted by certain founders of the Issuer in connection with the Series C fundraising round of the Issuer prior to the initial public offering.

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 $6.50 to $6.20, inclusive, and the Reporting Person undertakes to provide to the 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.

Includes 500,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions.

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 $6.50 to $6.20, inclusive, and the Reporting Person undertakes to provide to the 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.

Includes 500,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions.

Represents an award of restricted stock units ("RSUs") of the Issuer granted to Mr. Perry under the Issuer's 2025 Long-Term Incentive Plan that will generally vest as follows: (i) 69,638 RSUs on September 30, 2026, (ii) 35,818 RSUs on May 29, 2027, and (iii) 69,638 RSUs on September 30, 2027, in each case subject to Mr. Perry's continued service relationship with the Issuer through such date.

Represents an award of restricted stock units ("RSUs") of the Issuer granted to Mr. Haas under the Issuer's 2025 Long-Term Incentive Plan that will generally vest as follows: (i) 69,638 RSUs on September 30, 2026, (ii) 35,818 RSUs on May 29, 2027, and (iii) 69,638 RSUs on September 30, 2027, in each case subject to Mr. Haas's continued service relationship with the Issuer through such date.

Represents an award of restricted stock of the Issuer granted to Mr. Stein under the Issuer's 2025 Long-Term Incentive Plan that will generally vest on April 19, 2027, subject to Mr. Stein's continued service relationship with the Issuer through such date.

Represents an award of restricted stock units of the Issuer granted to Mr. Everson under the Issuer's 2025 Long-Term Incentive Plan that will generally vest on May 29, 2027, subject to Mr. Everson's continued service relationship with the Issuer through such date.

Represents restricted stock units ("RSUs") of the Issuer granted to Mr. McIntire under the Issuer's 2025 Long-Term Incentive Plan that will generally vest as follows: (i) 69,638 RSUs on September 30, 2026, (ii) 35,818 RSUs on May 29, 2027, and (iii) 69,638 RSUs on September 30, 2027, in each case subject to Mr. McIntire's continued service relationship with the Issuer through such date.

This Form 4 reflects a correction to the number of shares of common stock reported as directly beneficially owned by the reporting person on the Form 3 filed on September 30, 2025. Due to an administrative error, the Form 3 reported direct beneficial ownership of 148,122 shares of common stock; the correct number of shares of common stock directly beneficially owned as of that date was 141,069. No transactions occurred between the Form 3 filing date and the date of this Form 4.

Represents an award of restricted stock units ("RSUs") of the Issuer granted to Mr. Robbin-Coker under the Issuer's 2025 Long-Term Incentive Plan that will generally vest as follows: (i) 69,638 RSUs on September 30, 2026, (ii) 35,818 RSUs on May 29, 2027, and (iii) 69,638 RSUs on September 30, 2027, in each case subject to Mr. Robbin-Coker's continued service relationship with the Issuer through such date.

Represents an award of restricted stock units of the Issuer granted to Mr. Kellerman under the Issuer's 2025 Long-Term Incentive Plan that will generally vest on May 29, 2027, subject to Mr. Kellerman's continued service relationship with the Issuer through such date.

This Form 4 reflects a correction to the number of shares of common stock reported as directly beneficially owned by the reporting person on the Form 3 filed on September 30, 2025. Due to an administrative error, the Form 3 reported direct beneficial ownership of 11,700,000 shares of common stock; the correct number of shares of common stock directly beneficially owned as of that date was zero. No transactions occurred between the Form 3 filing date and the date of this Form 4.

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.

Includes 4,200,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions.

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.

Includes 4,200,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions.

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.

Includes 8,700,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions.

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.

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.

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.

The reported price is the weighted average sales price for the transactions reported on that line. Sales were made at prices between $5.4003-$5.5494 per share. The Reporting Person will provide to the Staff, the Issuer, or a security holder full information regarding the number of shares purchased or sold at each separate price upon request.

Reflects shares of common stock of Fermi Inc. (the "Issuer") directly held by Caddis Holdings, LP. Mr. Perry is a manager of Caddis Capital, LLC, the general partner of Caddis Holdings, LP, and may be deemed to beneficially own common stock of the Issuer held by Caddis Holdings, LP. Mr. Perry 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. Perry 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. The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

Caddis Holdings, LP was previously organized as Caddis Holdings, LLC and underwent a change in the form of the entity, without the transfer of any shares of the Issuer or any change in the beneficial ownership of such shares.

The reported price is the weighted average sales price for the transactions reported on that line. Sales were made at prices between $4.9286-$5.346 per share. The Reporting Persons will provide to the Staff, the Issuer, or a security holder full information regarding the number of shares purchased or sold at each separate price upon request.

Reflects shares of common stock of Fermi Inc. (the "Issuer") directly held by Caddis Holdings, LP. Mr. Perry is a manager of Caddis Capital, LLC, the general partner of Caddis Holdings, LP, and may be deemed to beneficially own common stock of the Issuer held by Caddis Holdings, LP. Mr. Perry 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. Perry 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. The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

Caddis Holdings, LP was previously organized as Caddis Holdings, LLC and underwent a change in the form of the entity, without the transfer of any shares of the Issuer or any change in the beneficial ownership of such shares.