Fermi Inc 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto December31, 2025Commission file number 001-42888___________________________________________ Fermi Inc. (Exact name of registrant as specified in its charter)___________________________________________ Texas33-3560468 (214) 894-7855Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Table of Contents Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo As of March 23, 2026, there were 629,839,790 shares of common stock, par value of $0.001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed subsequently with theSEC are incorporated by reference into Part III of this Annual Report. Except with respect to information specifically incorporated byreference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. Table of Contents PagePART IItem 1.Business3Item 1A.Risk Factors24Item 1B.Unresolved Staff Comments68Item 1C.Cybersecurity68Item 2.Properties69Item 3.Legal Proceedings69Item 4.Mine Safety Disclosures70 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities71Item 6.[Reserved]72Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations72Item 7A.Quantitative and Qualitative Disclosures About Market Risk88Item 8.Financial Statements and Supplementary Data89Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure122Item 9A.Controls and Procedures122Item 9B.Other Information123Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections123 Item 10.Directors, Executive Officers and Corporate Governance124Item 11.Executive Compensation124Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters124Item 13.Certain Relationships and Related Transactions, and Director Independence124Item 14.Principal Accountant Fees and Services124 Item 15.Exhibits and Financial Statement Schedules125Item 16.Form 10-K Summary127 PART I Special Note Regarding Forward-Looking Statements Certain statements in this Annual Report on Form 10-K, other than purely historical information, including estimates, projections,statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statementsare based, are “forward-looking statements” within the meaning of the Private Securities Litigat