Sec Form 4 Filing - Hamilton Charles Lynn @ Fermi Inc. - 2026-04-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hamilton Charles Lynn
2. Issuer Name and Ticker or Trading Symbol
Fermi Inc. [ FRMI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Site Development Officer
(Last) (First) (Middle)
620 S. TAYLOR ST., SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
04/08/2026
(Street)
AMARILLO, TX79101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/08/2026 S 375,950 D $ 4.91 ( 1 ) 5,924,050 D
Common Stock 04/09/2026 S 398,140 D $ 4.58 ( 2 ) 5,525,910 ( 3 ) D
Common Stock 3,825,000 I See Footnote ( 4 )
Common Stock 3,825,000 I See Footnote ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hamilton Charles Lynn
620 S. TAYLOR ST., SUITE 301
AMARILLO, TX79101
Chief Site Development Officer
Signatures
/s/ Charles Lynn Hamilton 04/10/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )Includes 4,200,000 shares of restricted common stock of the Issuer subject to time-based vesting conditions.
( 4 )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.
( 5 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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