Fermi Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

Fermi Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The Annual Meeting of the Shareholders (the “Annual Meeting”) of Fermi Inc. (“Fermi” or the “Company”) will be held on Friday, October 30, 2026. The Annual Meeting will be a completely virtual meeting. You may attend the Annual Meeting online at the following website address: www.virtualshareholdermeeting.com/FRMI2026 and by entering the 16-digit control number you received in the proxy materials. The Annual Meeting will begin at 10:00 a.m. Central Daylight Time, with online login beginning at 9:45 a.m., Central Daylight Time, via a live webcast on the Internet.

The Annual Meeting is being held for the following purposes:

(1) to elect two Class I director nominees to serve until the 2029 Annual Meeting of Shareholders or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal from office;

(2) to ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026; and

(3) to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

August 31, 2026, is the date of record (the “Record Date”) for determining shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 30, 2026.

The Company’s Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report on Form 10-K are available on the internet atwww.proxyvote.com.

Your vote is important. As described in your proxy materials notice, please vote by either (1) accessing the Internet website; (2) calling thetoll-free number on the proxy or voting instruction form; or (3) completing, signing, dating, and mailing the proxy or voting instruction form. We encourage you to vote via the Internet, as this is the most cost-effective method. Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend online.

By Order of the Board of Directors,

/s/ George Wentz

George Wentz

Corporate Secretary

A MESSAGE FROM OURCHIEF EXECUTIVE OFFICER

Dear Fellow Shareholders,

I am pleased to invite you to Fermi’s first Annual Meeting of Shareholders. The meeting will be held virtually on October 30, 2026, at 10:00 a.m. Central Daylight Time. You can join online atwww.virtualshareholdermeeting.com/FRMI2026. Shareholders of record at the close of business on August 31, 2026, may vote.

This has been a year of significant change at Fermi. The Board made hard leadership decisions in the spring. Through all of it, our people stayed focused and kept building. You can see that work on the ground at Project Matador. In our first year as a publicly traded company, our team:

• Signed a binding lease with our first customer.

• Entered into an alliance that doubles our power to market over the next two years.

• Partnered with multiple proven contractors to move the site toward first power.

• Took delivery of our first natural gas turbines on site.

• Received air permit for 6 GW of power, with an additional 5 GW application filed.

• Was selected for a new federal pilot program to speed up nuclear reviews.

• Installed significant infrastructure, including natural gas lines, water lines, and transmission lines.

The next chapter at Fermi is about building the plant and delivering power on schedule. Our priorities are to work safely, stay on schedule, invest with discipline, and take care of our customers. When we do that well, I believe we will create significant long-term value for our shareholders.

We owe a great deal to Carson County, the City of Amarillo, and Texas Tech. Their support makes this project possible.

We have also worked to strengthen how Fermi is governed. Marius Haas serves as our independent Chairman and four of our six directors are independent. Starting in 2029, we will begin moving to annual elections for all directors.

This year, you are being asked to vote on two items:

• The election of two Class I directors, Rick Perry and Jeffrey S. Stein.

• The ratification of Ernst & Young LLP as our independent auditor for 2026.

The Board recommends that you vote FOR both items. The proxy statement explains each one in detail.

Your vote is important. You can vote online, by phone, or by mail. Voting online is the fastest and lowest-cost option. Even if you plan to attend the virtual meeting, please vote in advance.

On behalf of the Board and everyone at Fermi, thank you for your trust and your investment.

Sincerely,

/s/ Lee McIntire

Lee McIntire

Chief Executive Officer