We are involved in, and may in the future become involved in, legal proceedings, claims, and governmental or regulatory investigations arising in the ordinary course of business. These matters may relate to, among other things, commercial matters and contracts, intellectual property, labor and employment, discrimination, regulatory matters, competition, tax, consumer protection, torts, real estate, privacy and data protection, and securities. The matters described below are those that we believe are material: Putative Securities Class Action On January 5, 2026, a putative securities class action complaint was filed in the U.S. District Court for the Southern District of New York captioned Lupia v. Fermi Inc., et al., Case No. 1:26-cv-00050. The complaint names the Company, certain of our directors and officers, and certain underwriters of our initial public offering as defendants. The complaint purports to be brought on behalf of a class of persons and entities that purchased or otherwise acquired (i) our common stock pursuant and/or traceable to the registration statement and prospectus issued in connection with our initial public offering and/or (ii) our securities between October 1, 2025 and December 11, 2025, inclusive. The complaint alleges that defendants made materially false and misleading statements and omissions in the registration statement and prospectus issued in connection with our initial public offering and in other public statements during the alleged class period, including statements and disclosures relating to, among other things, tenant demand and funding arrangements for Project Matador and the risk of termination of a prospective tenant’s funding commitment. The complaint asserts claims under Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as Rule 10b-5 promulgated thereunder, and seeks unspecified damages and other relief (including attorneys’ fees and costs). We intend to vigorously defend against the action. At this time, we are unable to reasonably estimate the possible loss or range of loss, if any, associated with this matter. Firebird Litigation On January 27, 2026, a petition captioned 340 Energy, LLC v. Firebird LNG, LLC, et al. was filed in the District Court of Harris County, Texas, and subsequently removed to the Business Court of Texas, Eleventh Division (Cause No. 26-BC11B-0016). The complaint names as defendants Firebird LNG, LLC, MAD Energy LP, Firebird Equipment Holdco, LLC, Fermi Equipment Holdco, LLC, the Company, and George Wentz. The plaintiff, as assignee of XO Energy Worldwide LLP, alleges that the defendants evaded payment of a brokerage commission allegedly owed in connection with the sale of a contract for six natural gas turbines. As the petition notes, in connection with the transaction, MAD Energy agreed to indemnify the Company and its affiliates against any claims arising out of the engagement of XO Energy, Stephen Murphy, or their affiliates as a broker or finder. Effective July 22, 2026, George Wentz, the founder, a director, and Chief Executive Officer of MAD Energy, was appointed General Counsel of the Company. See Note 8, Commitments and Contingencies, and Note 9, Subsequent Events. The petition asserts claims for, among other things, violations of the Texas Uniform Fraudulent Transfer Act (and, in the alternative, the Delaware Uniform Voidable Transfers Act), money had and received, tortious interference, civil conspiracy, breach of contract, and quantum meruit, and seeks compensatory damages of not less than $5.985 million, exemplary damages, avoidance of the challenged transfers, the imposition of a constructive trust and other equitable relief, pre- and post-judgment interest, and attorneys’ fees and costs. The Company and its named affiliates moved to dismiss 42 Table of Contents under Texas Rule of Civil Procedure 91a on March 31, 2026. A hearing on the motion to dismiss was held on July 13, 2026. At the hearing the court took the motion under advisement and issued an order denying the motion to dismiss on August 11, 2026. We intend to vigorously defend against the action. At this time, we are unable to reasonably estimate the possible loss or range of loss, if any, associated with this matter. Texas Business Court Litigation Filed by Toby Neugebauer On May 1, 2026, our former Chief Executive Officer, Toby Neugebauer, filed a verified petition and application for temporary restraining order and temporary injunction in the Business Court of the State of Texas, First Division, captioned Neugebauer v. Fermi Inc., et al., Cause No. 26-BC01B-0034. The petition named the Company and certain of our directors—Marius Haas, Lee McIntire, and Cordel Robbin-Coker—as defendants. On May 4, 2026, the parties entered into a Rule 11 Agreement under which Mr. Neugebauer agreed to withdraw his application for a temporary restraining order and temporary injunction with respect to Counts I, II, and III of the petition, subject to the Board’s consideration of the nomination of Larry Kellerman to fill the Board vacancy. The Rule 11 Agreement reserved all rights of the parties with respect to the remaining issues in the petition. On July 2, 2026, Mr. Neugebauer, together with Vicksburg Investments Management LLC, filed a First Amended Petition in the same action, which added James Richard “Rick” Perry as an additional director defendant. The amended pleading asserts two counts. Count I seeks a declaration that the May 13, 2026 amendment to the Company’s Bylaws, which imposed a 70% requirement for shareholder amendments to specified provisions, is void. Count II seeks a declaration that the special meeting Mr. Neugebauer purported to schedule for May 29, 2026, was validly called and that the Board lacked authority to cancel it. The same day, the plaintiffs also filed an Emergency Motion for Expedited Discovery seeking responses to their discovery requests on a compressed timeline. On July 7, 2026, the Court denied that motion without prejudice, concluding that the plaintiffs had not shown good cause under Texas Rule of Civil Procedure 191.1 for expedited discovery. The Company intends to move to dismiss the amended petition under Texas Rule of Civil Procedure 91a. We intend to vigorously defend against these actions. At this time, we are unable to reasonably estimate the possible loss or range of loss, if any, associated with this matter. Bayonne Litigation On June 29, 2026, Bayonne Plant Holding, L.L.C. (“Bayonne”), a Delaware limited liability company affiliated with International-Matex Tank Terminals, filed a complaint against our subsidiary Fermi Equipment Holdco, LLC in the U.S. District Court for the District of New Jersey, captioned Bayonne Plant Holding, L.L.C. v. Fermi Equipment Holdco, LLC, Case No. 2:26-cv-07904-JXN-JBC. The complaint was served on the subsidiary’s registered agent on July 8, 2026. The court’s subject-matter jurisdiction is premised on diversity of citizenship. The claims arise out of a June 26, 2025 Equipment Purchase Agreement, as amended by a First Amendment effective October 23, 2025 (the “Bayonne EPA”), under which Fermi Equipment Holdco purchased power-generation equipment from Bayonne for $18.0 million and undertook to remove the equipment from, and restore, Bayonne’s site in Bayonne, New Jersey. Bayonne alleges that Fermi Equipment Holdco failed to complete the removal and restoration required under the Bayonne EPA, abandoned the site in early January 2026, and did not pay negotiated hourly and daily site-access charges, restoration and remediation costs, and related late fees and interest. The complaint asserts three counts: breach of contract, account stated, and contractual indemnification. Bayonne seeks damages of no less than $8.5 million, consisting of approximately $4.3 million in previously invoiced past-due amounts and approximately $4.2 million in additional costs invoiced on June 17, 2026, together with additional late fees accruing thereafter, pre- and post-judgment interest, and reasonable attorneys’ fees and litigation costs. We intend to vigorously defend against the action. The matter is at a preliminary stage, no discovery has occurred, and we have not yet responded to the complaint. At this time, we are unable to determine whether an unfavorable outcome is reasonably possible or to estimate the amount or range of reasonably possible loss, if any, associated with this matter. 43 Table of Contents Peña and Summers v. Fermi Inc. and Neugebauer On July 27, 2026, Zachary Peña and Ethan Summers filed a petition against the Company and Toby Neugebauer, the Company’s former Chief Executive Officer, in the Business Court of Texas, First Business Court Division (Cause No. 26-BC01B-0066). The plaintiffs are principals of Empirix Partners, a supply chain consultancy that provided strategic sourcing and procurement services to the Company’s predecessor, Fermi LLC, in 2025. The petition alleges that in April 2025 Fermi LLC granted the plaintiffs an aggregate of 25,000 Class B Units pursuant to joinder agreements, and that the Company’s board of managers wrongfully reclaimed those units in July 2025 following an investigation that the plaintiffs characterize as pretextual. The plaintiffs assert claims for conversion against both defendants and for breach of contract against the Company, and allege that, absent the reclamation, the units would have converted into approximately 11,250,000 shares of the Company’s common stock in connection with the Company’s conversion to corporate form and initial public offering. The petition seeks monetary relief that the plaintiffs allege exceeds $415 million, together with the imposition of a constructive trust on shares or proceeds, pre- and post-judgment interest, attorneys’ fees, and costs. The Company disputes the plaintiffs’ allegations and intends to defend the matter vigorously. The Company has not yet been served with or responded to the petition, and no discovery has been taken. The Company has concluded that it is not probable that a liability was incurred as of June 30, 2026, and accordingly no liability has been accrued for this matter. An unfavorable outcome is reasonably possible, but the Company is unable to estimate the possible loss or range of loss at this time. The amount of monetary relief specified in the petition does not reflect the Company’s assessment of its potential exposure, and the Company does not believe that the amount alleged is a meaningful indicator of any loss that may ultimately be incurred. We are not currently a party to any other legal proceedings that we believe are material. Regardless of the outcome, litigation can be costly and time-consuming and can divert management’s attention and resources. For additional information, see Part I, Item 1A. “Risk Factors” and “Commitments and Contingencies” in the notes to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Government Inquiries On July 30, 2026, Fermi received a subpoena from the United States District Court for the Eastern District of New York (“EDNY”) requesting certain documentation related to Project Matador, the Company, and certain former members of management. In addition, on August 3, 2026, we received a voluntary production of documents request from the SEC with similar requests. Each request is broad in scope and neither contains any allegation of wrongdoing. The Company is fully cooperating with the EDNY as well as the SEC.