Item 4 — Purpose of Transaction
The Reporting Persons originally acquired the Common Stock reported herein as a Co-Founder of the Issuer prior to the initial public offering of the Issuer. The Reporting Persons believed and continue to believe in the strategic importance of the Issuer and its long-term prospects. The Reporting Persons have had and anticipate having further communications with officers and directors of the Issuer in connection with the Reporting Persons' investment in the Issuer. Specifically, the Reporting Person issued a press release May 11, 2026 attached hereto as Exhibit 99.2 (the "Press Release") reaffirming the Reporting Persons' support for Fermi's Board of Directors (the "Board"), the Issuer's management team, and its long-term strategic plan. The Reporting Persons are actively and constructively engaged with the Board and management team to help the Issuer reach its full potential, including through ongoing discussions with strategic partners, advocating for rigorous capital allocation and best-in-class governance practices, and working collaboratively to maximize long-term value for our fellow shareholders, employees, customers, and other stakeholders. The Reporting Persons may also have similar conversations with other stockholders or other third parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors and may exchange information with any such persons or the Issuer pursuant to appropriate confidentiality or similar agreements (which may contain customary standstill provisions). The Reporting Persons may at any time reconsider and change their intentions relating to the foregoing. The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss or propose such actions with the Issuer's management and the Board, other stockholders of the Issuer and other third parties, such as those set out above. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and matters referenced above, actions taken by the Issuer's management or Board, price levels of the Common Stock, liquidity requirements and other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other instruments that are based upon or relate to the value of the Common Stock or the Issuer in the open market or otherwise, selling some or all of the securities reported herein, and/or engaging in hedging or similar transactions with respect to the shares of Common Stock.