Fermi Inc. (FRMI) Securities Class Action Lawsuit Filed [January 8, 2026]

Introduction to Fermi Inc. (FRMI) Securities Class Action Lawsuit

A securities fraud class action has been filed against Fermi Inc. (NASDAQ: FRMI) in the U.S. District Court for the Southern District of New York, alleging violations of the Securities Act of 1933 and the Securities Exchange Act of 1934. The case is brought in connection with Fermi's October 2025 IPO at $21.00 per share, for common stock listed on NASDAQ: FRMI that generated approximately $784 million in gross proceeds and subsequent trading through December 11, 2025.

The class period runs from October 1, 2025 through December 11, 2025, inclusive. Investors allege a unified story: defendants misrepresented tenant demand and funding for Fermi's Project Matador, including the company's registration statement and prospectus disclosures from the IPO through the class period. On December 12, 2025, Fermi disclosed that its first tenant had terminated a $150 million funding agreement tied to Project Matador, an Advance in Aid of Construction Agreement (AICA) for construction funding, and the stock fell sharply, later trading as low as $8.59-down 59% from the IPO price.

Fermi Inc. (FRMI) Securities Lawsuit Case Details

Case Name: Lupia v. Fermi Inc. et al.

Case No.: 1:26-cv-00050

Jurisdiction: U.S. District Court, Southern District of New York

Filed on: January 5, 2026

Fermi Inc. (FRMI) Company Profile

Fermi Inc. is an energy and artificial intelligence infrastructure company structured as a real estate investment trust, headquartered in Amarillo, Texas. The Company allegedly aims to build multiple large-scale nuclear reactors and a network of grid-independent data centers powered by nuclear, natural gas, solar, and batteries, targeted at AI workloads. At the time of the IPO, Fermi reported no operating history or historical revenue, reflecting a pre-revenue business model; its flagship plan, Project Matador, planned for West Texas at Texas Tech University, was described as a first-of-its-kind energy campus designed to deliver up to 11 GW of behind-the-meter energy and support up to 15 million square feet of AI-ready infrastructure by 2038, with an initial 20-year lease term and four 5-year renewal periods.

Fermi Inc. (FRMI) Securities Lawsuit Class Period

October 1, 2025 through December 11, 2025, inclusive.

Investors who purchased Fermi Inc. securities, including IPO purchasers and secondary-market buyers of common stock during the class period may be eligible to join the Fermi Inc. (FRMI) class action lawsuit.

Allegations in the Fermi Inc. (FRMI) Securities Class Action Lawsuit

At the outset, the September 30, 2025 Registration Statement set expectations, together with the prospectus. It stated that once Fermi signed a lease with a tenant, project financing, tenant prepayments, and other liquidity sources would cover 100% of long lead-time items for Project Matador's shared energy infrastructure. It also asserted that available capital-including IPO proceeds and planned near-term sources like tenant prepayments, project-level debt, and strategic equity-would meet obligations for at least twelve months, as represented in the offering documents, while highlighting "advanced discussions" with foundational anchor tenants across AI developers, GPU manufacturers, and next-gen cloud and sovereign AI providers. During trading, the Company reinforced this funding story.

On November 10, 2025, Fermi told investors it had entered into a $150 million Advance in Aid of Construction Agreement (AICA) that would have supplied construction costs for shared infrastructure ahead of occupancy at Project Matador. Two days later, in its 3Q25 10-Q, Fermi said it expected a significant portion of contracted revenue from investment-grade tenants, many anticipated to provide upfront capital contributions, and cited the November 4, 2025 execution of the $150 million AICA with the "First Tenant" as a near-term funding commitment for Project Matador. Investors allege that, throughout this period, the Company overstated tenant demand for Project Matador and a single-tenant funding dependency, downplayed that construction would rely heavily on a single tenant's funding commitment, and failed to disclose a significant risk that this tenant could terminate that commitment, causing the stock to trade at artificially inflated prices.

As a result, the complaint alleges the Company's positive statements about its business, operations, and prospects were misleading and lacked a reasonable basis from the IPO onward, and that the registration statement contained material misrepresentations in violation of Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act.

The Truth Emerges

On December 12, 2025, before the market opened, Fermi issued a press release revealing that on December 11, 2025 the First Tenant had terminated the $150 million AICA, a construction funding agreement creating a $150 million construction funding gap for Project Matador. The Company admitted the exclusivity period in the letter of intent expired at midnight on December 9, 2025, no funds had been drawn under the AICA, and negotiations over a lease continued under the prior letter of intent. Management added that it "remains confident" in meeting its expected power delivery schedule given perceived demand for behind-the-meter AI power and grid-independent data centers.

This single disclosure cut against the IPO's assurances about tenant-funded long-lead items and the November statements touting the $150 million AICA as a near-term funding source, as set out in the registration statement and prospectus. The revelation tied directly back to the Registration Statement's emphasis on tenant prepayments and anchor-tenant momentum and undercut the narrative of secured, tenant-backed financing for Project Matador and reliance on a single tenant to finance construction.

Market Reaction

The market reacted immediately. On December 12, 2025, Fermi's stock fell $5.16 per share, or 33.8%, to close at $10.09 on NASDAQ: FRMI on unusually heavy trading volume-about 52% below the $21.00 offering price. The announcement came before the market opened. By the commencement of this action, Fermi's stock traded as low as $8.59 per share, a 59% decline from the $21.00 IPO price, roughly a $7.00 per-share drop.

Next Steps

● The Court will issue its order for lead plaintiff and counsel in the weeks after submissions are due.

● The Court will then consider motion for class certification.

● The Court will later consider a Motion to Dismiss.

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. No specific outcomes are guaranteed.

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Step 2 of 3

Certification of Plaintiff Pursuant to Federal Securities Laws

I, duly certify and say, as to the claims asserted under the federal securities laws, that:

I have reviewed a complaint filed in the action.
I did not purchase the security that is the subject of this action at the direction of plaintiff's counsel or in order to participate in this action.
I am willing to serve as a representative party on behalf of the class, including providing testimony at deposition and trial, if necessary.
My transaction(s) in Fermi Inc. which are the subject of this litigation during the class period set forth in the complaint are set forth in the chart attached hereto.
Within the last 3 years,
I have not sought to serve nor have I served as a class representative in any federal securities fraud case. I have sought to serve as a class representative in
I will not accept any payment for serving as a representative party on behalf of the class beyond the Plaintiff's pro rata share of any recovery, except as ordered or approved by the court, including any award for reasonable costs and expenses (including lost wages) directly relating to the representation of the class.

Are you US Citizen?

Yes. I certify under penalty of perjury that the foregoing is true and correct. Executed this No. I certify under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this

Clear

Signed pursuant to California Civil Code Section 1633.1, et seq. - and the Uniform Electronic Transactions Act as adopted by the various states and territories of the United States.

By your signature above, you confirm that have retained Levi & Korsinsky, LLP to represent you and the shareholder class as a lead plaintiff in the pending class action against Fermi Inc. This representation will be on a contingency basis, meaning that Levi & Korsinsky will advance all expenses in the litigation and will only seek compensation and/or reimbursement of expenses if the firm obtains a recovery. Regardless of the result, we will never ask you to directly pay for any attorneys’ fees, expenses, or costs. Should we obtain a favorable result, we may ask the court to award us compensation and reimbursement of expenses to be paid by the defendants or as a portion of any class recovery. In exchange for our representation, you agree to cooperate as our client by providing, for example, relevant documents and deposition testimony, if necessary. During the course of this litigation, we may employ and/or work with other law firms, experts, and third-parties to successfully prosecute this action. If you are not appointed as the lead plaintiff or Levi & Korsinsky is not appointed as lead counsel, we will notify you of such decision at which time this representation will end unless otherwise extended by you and the firm. We look forward to working with you towards a successful resolution of this action.

I have reviewed the complaint linked in paragraph 1