Fermi Inc.

Major Shareholding Notification • Sep 29, 2025

National Storage Mechanism | Additional information

RNS Number : 1780B

Fermi Inc.

29 September 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

Potential Admission to the Main Market of the London Stock Exchange

September 29, 2025 - Fermi Inc. ("Fermi" or the "Company") is focused on developing electric grids that deliver on-demand power at gigawatt scale, required to create next-generation artificial intelligence. Project Matador, a 5,236-acre site in Amarillo, Texas, plans to deliver up to 11 gigawatts of low-carbon, behind-the-meter power by building a HyperGrid™ that is expected to house one of the largest nuclear power complexes in America, with combined-cycle natural gas, utility grid power, solar power, and battery energy storage, to support the power needs of artificial intelligence at scale.

On 8 September 2025, Fermi filed a Registration Statement on Form S-11 with the U.S. Securities and Exchange Commission relating to the proposed initial public offering of its shares of Common Stock and intention to list on Nasdaq. On 24 September 2025, Fermi filed amendment no. 1 to the Registration Statement on Form S-11.

Rendering of Fermi America's HyperGrid™ Campus.

Within this filing, the Company also announced its intention to apply for its Common Stock to be admitted to listing in the Equity Shares (International Commercial Companies Secondary Listing) category of the Official List of the UK's Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange.

For media inquiries, please contact:

Lexi Swearingen

[email protected]

Important Information

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in any jurisdiction.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any shares referred to in this announcement by Fermi Inc. ("Fermi" or the "Company" and, together with its subsidiaries, the "Group") in connection with the proposed admission of its shares to the Equity Shares (International Commercial Companies Secondary Listing ) category of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange ("Admission").

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

This announcement does not constitute or form part of an offer to sell or issue, or a solicitation of an offer to subscribe for or buy any shares, and investors should not purchase or subscribe for any shares referred to in this announcement. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

Neither this announcement, nor the information contained within it, is for publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, New Zealand, Canada, Japan, The Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement or the information contained within it may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement contains "forward-looking statements" and "forward-looking information" that are based on the Company's expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, statements with respect to the Company's business and growth strategies with respect to Project Matador, or Company's plan, development, objectives, performance, outlook, growth, cash flow, projections, targets and expectations. Generally, this forward looking information can be identified by the use of forward-looking terminology such as "outlook", "anticipate", "project", "target", "likely", "believe", "estimate", "expect", "intend", "may", "would", "could", "should", "scheduled", "will", "plan", "forecast", "evolve", "seek", "position" and similar expressions.

Persons reading this announcement are cautioned that such statements are only predictions, and that the Company's actual future results or performance may be materially different.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. These statements speak only as of the date of this announcement. Actual operational and financial results or events may differ materially from the Company's expectations contained in the forward-looking statements as a result of various factors, many of which are beyond the control of the Company.

In connection with the offering, one of the underwriters as stabilising manager (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot shares of common stock or effect other transactions with a view to supporting the market price of the shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of trading of the shares on Nasdaq and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilizing transactions and there is no assurance that stabilizing transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the shares above the offering price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the offering.

In connection with the offering, the Stabilising Manager may, for stabilisation purposes, over-allot shares of common stock. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such overallotments and/or from sales of Shares effected by it during the stabilising period, the Company will grant to it an over-allotment option, pursuant to which the Stabilising Manager may purchase or procure purchasers for additional shares of common stock representing up to 15 per cent. of the total number of shares to be sold in the offering at the offering price. The over-allotment option is exercisable in whole or in part, upon notice by the Stabilizing Manager, at any time on or before the 30th calendar day after the commencement of trading of the shares on Nasdaq. Any over-allotment shares made available pursuant to the over-allotment option will rank pari passu in all respects with the shares of common stock in the offering, including for all dividends and other distributions declared, made or paid on the shares, will be purchased on the same terms and conditions as the shares being issued or sold in the offering and will form a single class for all purposes with the other shares. The Stabilising Manager may over-allot shares of common stock in excess of the number of shares the subject of the over-allotment option, provided any such additional over-allotment is not more than five per cent. of the total offering size.

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