SCHEDULE: Caddis Holdings, LP Updates Stake in Fermi Inc.
Schedule 13D Filing
Caddis Holdings, LP and Perry Griffin have filed an amendment to their Schedule 13D, detailing their beneficial ownership of Fermi Inc. common stock and reaffirming their support for the company's management and strategic direction.
Summary
- Caddis Holdings, LP and Perry Griffin (collectively, the "Reporting Persons") have filed an amendment to their Schedule 13D regarding their beneficial ownership of Fermi Inc. common stock.
- The Reporting Persons collectively beneficially own 52,318,073 shares of Fermi Inc. common stock, representing 8.2% of the class.
- This ownership percentage is calculated based on 637,574,239 shares of Common Stock outstanding as of May 11, 2026, as reported in Fermi Inc.'s Form 10-Q filed on May 15, 2026.
- The shares were originally acquired using investment capital of Caddis prior to Fermi Inc.'s initial public offering.
- The Reporting Persons have reaffirmed their support for Fermi's Board of Directors, management team, and long-term strategic plan.
- They are actively engaged with the Board and management, discussing strategic partners, capital allocation, governance, and maximizing long-term value for stakeholders.
- The Reporting Persons may engage in further discussions with other stockholders, industry analysts, potential partners, and investors.
- They may also reconsider their investment strategy, potentially purchasing additional shares, selling existing shares, or engaging in hedging transactions.
- Caddis Holdings, LP has the right to nominate one director to the Board as long as it beneficially owns more than 50% of the shares held immediately following the IPO, as per a Director Nomination Agreement.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it reaffirms support for the company's management and strategy, while also signaling potential future strategic actions by the reporting persons.
Positives
- Reporting Persons reaffirm strong support for Fermi Inc.'s Board, management, and long-term strategy.
- Active and constructive engagement with the Board and management team to help the Issuer reach its full potential.
- Focus on maximizing long-term value for shareholders, employees, customers, and other stakeholders.
- Advocating for rigorous capital allocation and best-in-class governance practices.
- Caddis Holdings, LP retains the right to nominate a director to the Board, indicating ongoing governance influence.
Negatives
- The filing indicates potential future actions, including selling some or all of their securities, which could impact share price if executed.
- The exercise of an option granted to facilitate investor participation in a prior fundraising round led to dispositions of common stock, though not a decision to reduce investment.
Risks
- The Reporting Persons may at any time reconsider and change their intentions relating to their investment.
- Future actions by the Reporting Persons could include selling some or all of their securities, potentially impacting the market price.
- The decision whether and when to exercise an option rests with the holders of the option, not the Reporting Persons, which could lead to unpredictable share movements.
- Potential for further discussions with third parties, including competitors, which could lead to strategic shifts or market speculation.
Future Outlook
The Reporting Persons intend to review their investments in Fermi Inc. on a continuing basis and may take various actions, including purchasing additional shares, selling existing shares, or engaging in hedging transactions, depending on market conditions, the Issuer's performance, and other factors. They are actively engaged in discussions with management and the Board regarding strategic initiatives and capital allocation.
Management Comments
- "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."
- "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..."
- "The Reporting Persons intend to review their investments in the Issuer on a continuing basis."
- "Depending on various factors... the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate..."
Industry Context
StockSavvy.ai notes that this Schedule 13D filing by Caddis Holdings, LP and Perry Griffin indicates a significant, albeit passive, stake in Fermi Inc. The reaffirmation of support and active engagement with management aligns with typical behavior of substantial shareholders seeking to influence corporate strategy and governance, particularly in sectors undergoing dynamic change or requiring strategic capital allocation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Nomination Right | Caddis Holdings, LP has the right to nominate one designee for election as a Director to the Board of Fermi Inc. as long as it beneficially owns more than 50% of the shares of Common Stock that were held immediately following the completion of the initial public offering. | Governed by Director Nomination Agreement filed September 24, 2025 | Ensures ongoing representation and influence for Caddis Holdings, LP on the Board, promoting alignment with their investment interests. |
Stakeholder Impact
- Shareholders: The reaffirmation of support and active engagement by a significant shareholder (8.2%) may provide confidence. However, potential future sales or hedging activities by the Reporting Persons could impact share price.
- Employees: The focus on maximizing long-term value for employees suggests a commitment to the company's operational health and growth.
- Customers: Continued focus on strategic partnerships and long-term value creation could benefit customers through improved product/service offerings.
- Creditors: The emphasis on rigorous capital allocation and long-term value may indirectly benefit creditors by promoting financial stability.
Next Steps
- Reporting Persons may engage in further discussions with officers and directors of Fermi Inc.
- Reporting Persons may engage in discussions with other stockholders or third parties.
- Reporting Persons may reconsider and change their investment intentions.
- Reporting Persons may purchase additional shares or other instruments related to Fermi Inc. stock.
- Reporting Persons may sell some or all of their securities.
- Reporting Persons may engage in hedging or similar transactions.
Key Dates
| Date | Description |
|---|---|
| 2025-09-24 | Date of filing of Issuer's Form S-11/A, to which the Director Nomination Agreement was attached as EX-10.23. |
| 2026-05-11 | Date as of which shares of Common Stock outstanding were reported on the Issuer's Form 10-Q. |
| 2026-05-11 | Date of Press Release issued by Reporting Persons reaffirming support for Fermi's Board, management, and strategic plan. |
| 2026-05-15 | Date of filing of Fermi Inc.'s Form 10-Q. |
| 2026-06-30 | Date of Event Which Requires Filing of This Statement (Amendment No. 1 to Schedule 13D). |
| 2026-07-02 | Date of signatures on the Schedule 13D filing. |
Recommendation
holdThe filing indicates a significant shareholder's continued support and active engagement, which is generally positive. However, the explicit mention of potential future sales or hedging activities introduces uncertainty. Therefore, a 'hold' recommendation is appropriate, suggesting investors monitor further developments and the execution of the company's strategic plan in conjunction with the Reporting Persons' actions.
Keywords
Schedule 13D, Fermi Inc., Caddis Holdings, LP, Perry Griffin, Beneficial Ownership, Securities Filing, Shareholder Support, Corporate Governance, Director Nomination, Investment Strategy
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