In April 2025, the Company sold 63,382,500 non-voting Class B Units to service providers for $0.0022 per unit, which vested 25% at issuance and the remaining 75% vested in equal monthly installments over five years, contingent on de facto continued service through a Company right to repurchase unvested shares at the original purchase price of $0.0022 per unit. The Company classified vested Class B Unit awards as equity. Unvested Class B units were considered compensatory when purchased by service providers as they had vesting requirements. As these unvested Class B Unit purchases also had economics similar to “early exercises” of stock options, cash proceeds received for unvested Class B Units issued to service providers were initially recorded as a deposit liability and were reclassified to equity as vesting occurred.

The fair value of Class B Units issued was determined to be $0.0022 per unit based on contemporaneous sales to passive investors and an independent third-party valuation using an income approach. The Company concluded that there was no material compensation element associated with the issuance of Class B Units to service providers. Therefore, no share-based compensation expense was recognized related to the April 2025 issuance of Class B Units in the period from January 10, 2025 (Inception) through December 31, 2025. As of December 31, 2025, there was no unrecognized compensation expense in relation to the issuance of Class B Units.

In June 2025, the Company repurchased 4,077,900 unvested Class B Units from a service provider following the termination of the service relationship. The units were repurchased at the original $0.0022 per unit purchase price and accounted for as a forfeiture under ASC 718, resulting in a repayment and reversal of the related deposit liability to the service provider. The forfeited units were subsequently converted into Class A Units. Two existing Class A members, who are considered service providers and related parties, purchased the Class A Units at $0.0022 per unit despite the Class A Units having a higher estimated fair value on the transaction date. The Company recognized $3,616 of compensation expense in June of 2025. The expense represents the difference between the then-current fair value and the purchase price in accordance with ASC 718 and was recorded within general and administrative expenses in the consolidated statement of operations for the period from January 10, 2025 (Inception) through December 31, 2025. As of December 31, 2025, there was no unrecognized compensation expense in relation to the issuance of Class A Units.

On August 15, 2025, the Company repurchased 11,250,000 Class B Units in aggregate from two former service providers following the termination of the service relationships. The units were repurchased by the Company at the original $0.0022 per unit purchase price for aggregate cash consideration of $25 and represented 100% of the Class B Units previously issued to those service providers. The repurchase included both vested and unvested Class B Units. The Company has determined that the repurchase of the 2,812,500 Class B Units that were immediately vested at issuance should be accounted for as a treasury shares repurchase at their original price and therefore, no gain or loss should be recognized. Additionally, the repurchase of the 562,500 incrementally vested Class B Units represented a claw back and was recorded as treasury shares at a fair value of $4.21 per unit, with no contingent gain recorded, as share-based compensation expense was deemed immaterial and no expense had been recognized. The repurchase of the remaining 7,875,000 unvested Class B Units represented an in-substance forfeiture under ASC 718 and was recorded as a decrease to the related deposit liability and a decrease to cash and cash equivalents for $18 with no expense reversal due to the immaterial compensation cost.

On September 18, 2025, the Company donated 11,250,000 Class B Units to Dechomai Asset Trust, an unrelated, third party, 501(c)(3) public nonprofit organization. This donation was effected through an Assignment of Interests agreement, pursuant to which the Company transferred its full right, title and interest in the units to the charitable organization free and clear of any liens or encumbrances. The donation represented a non-cash expense of $173,784 measured using the estimated fair value of the shares at the date of issuance, which is included within other income (expense), net within the consolidated statement of operations.

The Company had reserved 1,500,000 Class B Units in the form of an equity pool to be granted to non-executive employees and service providers outside the 2025 Incentive Plan (as defined below). The Company’s CEO served as the administrator of the equity pool and had the authority to issue awards representing 75,000 Class B Units in any single award on terms and conditions set in his sole discretion (collectively, the “Employee Compensatory Class B Grants”). No awards were issued in relation to the equity pool prior to the Corporate Conversion.

On December 31, 2025, the Company's Board approved a modification to accelerate the vesting of the remaining 13,996,125 unvested shares of common stock issued upon the conversion of Class B Units and held by service providers. As a result, as of December 31, 2025, all shares of common stock issued upon the conversion of Class B Units were considered outstanding and the related deposit liability was reclassified to equity.

On August 2, 2025, the Company granted 4,500,000 Class A Units to TMNN, an affiliate of Toby Neugebauer, the Company’s Co-Founder, President and Chief Executive Officer (the “TMNN Class A Units”). Each TMNN Class A Unit had a grant-date fair value of $4.09 per unit, equal to the fair value of the Company’s Class A Units as of August 2, 2025. The award was immediately vested upon grant. Accordingly, the Company recognized the entire compensation expense on the grant date, totaling $18,405, which is included within general and administrative expenses within the consolidated statement of operations for the period from January 10, 2025 (Inception) through December 31, 2025. In connection with the Corporate Conversion, the TMNN Class A Units converted into issued and outstanding shares of common stock.

On August 2, 2025, Mr. Neugebauer received a compensatory anti-dilution grant of 7,500,000 REUs for Class A Units (the “Neugebauer Compensatory Anti-Dilution Grant”). Each restricted equity unit under the Neugebauer Compensatory Anti-Dilution Grant had a grant date fair value of $3.93 per unit as of August 2, 2025. The Neugebauer Compensatory Anti-Dilution Units will cliff vest (100%) on January 1, 2028, provided that Mr. Neugebauer is a service provider to the Company on such date. The Company recognizes compensation expense on a straight-line basis over the requisite service period from the grant date, August 2, 2025, through January 1, 2028. In connection with the Corporate Conversion, the Neugebauer Compensatory Anti-Dilution Units converted into shares of restricted stock units.

On August 2, 2025, the Company granted an aggregate of 1,500,000 restricted Class A Units, consisting of 750,000 restricted Class A Units to Mesut Uzman, the Company’s Chief Nuclear Construction Officer, and 750,000 restricted Class A Units to Sezin Uzman, an employee of the Company (the “Uzman Restricted Class A Units”). Each Uzman Restricted Class A Unit has a grant date fair value of $3.93 per unit, equal to the fair value of the Company’s Class A Units as of August 2, 2025. The grant of Uzman Restricted Class A Units consisted of (i) 600,000 time-based awards and (ii) 900,000 performance-based awards. The Uzman Restricted Class A Units are subject to a vesting schedule whereby (i) for the time-based awards, 20% will vest (rounded down for any fractional equity interests) on the first, second, third, fourth and fifth anniversary of the date of grant, provided that the grantee is a service provider to the Company on each such date and (ii) for the performance based awards, (A) 50% will vest on the date that the Company’s first nuclear reactor is built and fully operational, as determined by the Company in its sole discretion and (B) 50% will vest on the effective date of the first contract by and between the Company and its first customer for nuclear reactor power. Additionally, the Company previously held the right to repurchase vested Class A Units upon the termination of services by the Uzmans; however, this repurchase right expired upon the Company’s IPO. In connection with the Corporate Conversion, the Uzman Restricted Class A Units converted into restricted shares of common stock. The shares of restricted common stock issued from Uzman Restricted Class A Units are legally issued and outstanding. As of December 31, 2025, the 1,500,000 shares of restricted common stock were unvested.

Compensation expense for the time-based awards is expected to be recognized on a straight-line basis over the requisite service period of 5 years and extends from the grant date, August 2, 2025, through August 2, 2030. The requisite service period for each tranche of the performance-based unit awards will be from the grant date, August 2, 2025, to the date each performance condition is expected to be achieved. As of December 31, 2025, the Company concluded that the performance conditions did not meet the threshold for recognition under applicable accounting guidance. The Company will continue to monitor progress and reassess these conditions at each reporting period and will record a cumulative catch-up adjustment in the period the threshold for recognition is met.

Prior to the modification (discussed below), the Senior Management Restricted Class A Units were subject to performance-based vesting conditions, subject to continued services, whereby (i) one-third of the total awards would vest upon the occurrence of an IPO or a change in control event, (ii) one-third of the total awards would vest on the date the Company signs its first tenant lease agreement, as determined by the Board, and (iii) one-third of the total awards would vest on the date the Company achieves at least 1 gigawatt of power available for delivery to the substation for Project Matador, as determined by the Board.

On September 28, 2025 the Company and grantees of the Senior Management Restricted Class A Units agreed to modify the original vesting conditions. The awards were modified such that they are subject to a vesting schedule whereby (i) one-third of the total awards would vest 6 months after an IPO (“Tranche 1”), (ii) one-third of the total awards would vest one year after an IPO (“Tranche 2”), and (iii) one-third of the total awards would vest two years after an IPO (“Tranche 3”). This resulted in a Type IV Modification (improbable-to-improbable) as none of the performance conditions were probable of being met prior to and after the modification. As a result, the Company used the modification date fair value as the new basis to prospectively recognize compensation expense over the requisite service period, starting on September 30, 2025 (the date on which the performance condition was met). In connection with the Corporate Conversion, the Senior Management Restricted Class A Units converted into restricted stock units.

The fair value of the Senior Management Restricted Class A Units was determined to be $21.00 per unit as of the modification date. The requisite service period for each tranche of the Senior Management Restricted Class A Units extends from the modification date, September 28, 2025, through the six-month, twelve-month and twenty-four-month anniversary of the IPO, respectively. In connection with the achievement of the performance condition, the Company recognized a cumulative catch-up adjustment of $2,853.

On August 2, 2025 and September 28, 2025, the Company granted 8,565,000 and 24,000 REUs, respectively, for Class B Units to certain management members (the “Management Restricted Class B Units”). Each Management Restricted Class B Unit had a grant date fair value of $3.93 per unit, equal to the fair value of the Company’s Class B Units as of August 2, 2025. The Management Restricted Class B Units were subject to a vesting schedule whereby forty percent (40%) vested solely based on service conditions (the “Management Time Restricted Class B Units”): (i) 13.33% of the total awards would vest on the first anniversary of the date of grant, (ii) 13.33% of the total awards would vest on the second anniversary of the date of grant, (iii) 13.34% of the total awards will vest on the third anniversary of the date of grant.

The remaining sixty percent (60%) vested upon the achievement of specified market and performance conditions. Specifically, 20% vested upon the occurrence of an IPO, subject to continued service; 20% vested upon the later of the Company achieving a $30,000,000 valuation or the occurrence of an IPO or change in control, subject to continued service; and 20% vested upon the later of the Company achieving a $50,000,000 valuation or the occurrence of an IPO or change in control, subject to continued service.

On September 28, 2025, the Company modified the original vesting conditions of the Management Restricted Class B Units subject to market and performance conditions (the “Modified Management Restricted Class B Units”), while the Management Time Restricted Class B Units were not modified. The modified awards are subject to a vesting schedule whereby (i) 24% of the total awards will vest six months from the completion of an IPO, (ii) 18% of the total awards will vest twelve months from the completion of an IPO and (iii) 18% of the total awards will vest eighteen months from the completion of an IPO. The modification also resulted in a Type IV Modification (improbable-to-improbable) as none of the performance conditions were probable of being met prior to and after the modification. As a result of the Type IV modification, the Company will use the modification date fair value as the new basis to prospectively recognize compensation expense starting on September 30, 2025 (the date on which the performance condition was met) over the requisite service period. In connection with the Corporate Conversion, the Management Restricted Class B Units converted into restricted stock units.

The fair value of the Modified Management Restricted Class B Units was determined to be $21.00 per unit. The requisite service period for each tranche of the Modified Management Restricted Class B Units extends from the modification date, September 28, 2025, through the six-month, twelve-month, and eighteen-month anniversary of the IPO, respectively. In connection with the achievement of the performance condition, the Company recognized a cumulative catch-up adjustment of $786.

On September 30, 2025, the 2025 Incentive Plan for employees, contractors and non-employee directors was approved by the Board and adopted by the Company. The purpose of the Fermi Inc. 2025 Long-Term Incentive Plan (the “2025 Incentive Plan”) is to provide an incentive for employees, directors and certain consultants and advisors of the Company or its subsidiaries to remain in the service of the Company or its subsidiaries, to extend to them the opportunity to acquire a proprietary interest in the Company so that they will apply their best efforts for the benefit of the Company, and to aid the Company in attracting able persons to enter the service of the Company and its subsidiaries. The 2025 Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards, restricted stock awards and other cash and equity-based awards.

On December 10, 2025, the Company granted 1,133,690 service-based restricted stock units (“RSUs”) and 249,380 performance-based RSUs under the 2025 Incentive Plan. The Company recognizes compensation expense for the service-based RSUs over the requisite service period, which ranges from three to four years. The performance-based RSUs have an operational milestone to be met over an estimated one-year period, through December 2026. Each RSU has a grant date fair value of $15.38, equal to the closing market price of the Company's common stock on the date of grant.

For the period from January 10, 2025 (Inception) through December 31, 2025, the Company has recognized $132,745 in share-based compensation expense, which is included within general and administrative expenses within the consolidated statement of operations. For the period from January 10, 2025 (Inception) through December 31, 2025, the Company capitalized $67,100 of share-based compensation expense, of which $66,661 and $439 are included within property, plant, and equipment, net, and prepaid expenses and other assets, respectively, on the consolidated balance sheet. As of December 31, 2025, total unrecognized compensation cost related to unvested awards was $441,847, and is expected to be recognized over the weighted-average requisite service period of 2.20 years. The unrecognized compensation expense of $3,534 for the Uzman Restricted Class A Units with performance conditions will be recognized when the performance conditions meet the thresholds under applicable accounting guidance over the vesting term, calculated as the period from the date the performance conditions meet the thresholds and the expected achievement date of the milestones.


For the period from January 10, 2025 (Inception) through December 31, 2025	Service-based Awards	Weight-Average Grant Date FV (Service)		Performance- based Awards	Weight-Average Grant Date FV (Performance)
Granted / Sold	64,706,165	$	1.26	27,452,780	$	20.39
Modified to accelerate vesting	(30,547,688)	$	0.00	—	$	—
Repurchase/Forfeited	(12,036,900)	$	0.03	(126,000)	$	21.00
Vested	(9,536,287)	$	1.93	—	$	—
Unvested as of December 31, 2025	12,585,290	$	4.97	27,326,780	$	20.39
Vested as of December 31, 2025	40,083,975	$	0.46	—	$	—