Material Event (Form 8-K)

Item 8.01. Other Events.

Fermi Inc. (the "Company") announced in September 2025 that it had entered into a non-binding letter of intent, dated September 19, 2025, with an investment grade-rated tenant (the "First Tenant") to lease a portion of the Project Matador Site to the First Tenant, subject to negotiation and execution of a definitive lease agreement. The Company announced in November 2025, that the Company and the First Tenant entered into an Advance in Aid of Construction Agreement, dated as of November 3, 2025 (the "AICA"), pursuant to which the First Tenant agreed, subject to certain conditions, to advance up to $150 million to fund construction costs. No funds have been drawn under the AICA. The exclusivity period set forth in the letter of intent expired at midnight on December 9, 2025. Subsequently, the Company commenced discussions with several other potential tenants for power delivery at the Project Matador Site in 2026. On December 11, 2025, the First Tenant notified the Company that it is terminating the AICA, but the parties continue to negotiate the terms of a lease agreement at Project Matador pursuant to the letter of intent. The Company remains confident that it will be able to meet its expected power delivery schedule at Project Matador as the demand for behind-the-meter power for AI remains robust over the near and long term.