Fermi Founder Parties File Formal Proposal for Independent Strategic Review of Extraordinary Transactions, Press Board on Restoring Texas-Style Governance Ahead of October 30 Annual Meeting
Fermi’s largest shareholder pushes for an independent review of extraordinary transactions and Texas-style governance changes before the October 30 annual meeting.
Rhea-AI Summary
Fermi (FRMI) largest shareholder Fermi Founder Parties filed a Rule 14a-8 proposal for an independent strategic review ahead of the October 30 annual meeting.
The group, led by founder Toby R. Neugebauer and holding about 22% of outstanding shares, seeks to require the Board to hire an independent, nationally recognized investment bank to evaluate a full range of extraordinary transactions, including a potential full-value sale or majority recapitalization, and report results to shareholders. Neugebauer also asked the Board to add two non-binding advisory items: restoring pre-IPO voting standards for bylaw changes and director elections, and raising the company’s REIT ownership limit from 2.5% to 9.8% to allow larger institutional positions. The release highlights share price declines of roughly 20–35% since several Board decisions and an intraday low of $5.26 on September 10.
Positive
- 22% shareholder formally seeks independent bank review of extraordinary transactions
- Proposal contemplates potential full-value sale or majority recapitalization
- Requested advisory vote to lift REIT ownership cap from 2.5% to 9.8%
- Requested advisory vote to revert to pre-IPO majority/plurality voting standards
Negative
- Share price declines of roughly 20–35% tied to prior Board actions
- Shares hit intraday low of $5.26 on September 10, per the release
- Current 2.5% REIT ownership cap limits single institutional positions
News Explained
The September 10 filing is a shareholder request, not a completed sale, recapitalization, or ownership change: it asks the Board to retain an independent investment bank to evaluate extraordinary transactions and report the results, while leaving the existing standalone plan undisturbed.
Key Figures
- Founder parties ownership
- approximately 22% of shares outstanding
- Largest shareholder ahead of the October 30 annual meeting
- Annual meeting
- October 30
- Meeting where the proposals may be considered
- Intraday low
- $5.26
- Fermi shares on September 10
- TensorWave lease power
- 222 MW
- Lease cited in the founder parties' execution concerns
- Near-term power opportunity
- 4.8 GW
- Fermi's stated opportunity referenced in the proposal materials
- Current REIT ownership limit
- 2.5%
- Charter limit the proposal asks Fermi to raise
- Proposed REIT ownership limit
- 9.8%
- Proposed limit aligned with cited peers
- Bylaw voting standards
- 70% supermajority and majority of all outstanding shares
- Current standards the founder parties seek to replace
Historical Context
-
Reported TensorWave lease, 4.8 GW power plan, and convertible note financing
-
Named Lee McIntire CEO as Fermi transitioned toward construction and first power
-
Hillcore agreed to develop approximately 2.6 GW of generation at Project Matador
-
TensorWave signed a 15-year lease covering 222 MW of facility power
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
rule 14a-8 regulatory
convertible note financial
recapitalization financial
reit financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
- Toby Neugebauer says the Board must act quickly to restore stakeholder confidence.
- Shares down roughly
20% since Board announced they had met all 90-day objectives on August 13,35% since the Board removed the choice of a dual-path strategic process on July 2, and20% since the Board removed Neugebauer as CEO on April 17. - Reiterates Fermi is significantly undervalued as one of one asset: a private power utility with private power, private transmission, and private water, all on a scalable campus, with minimal use of public infrastructure, empowering America to win the AI race while protecting the ratepayers.
- Files proposal under SEC Rule 14a-8 for Board to retain an independent, nationally recognized investment bank to review the full range of extraordinary transactions available to the Company
Fermi shares touched an intraday low of
In this week's filings, Neugebauer points to specific gaps behind that market reaction: the Company's 222 MW TensorWave lease represents less than
"The issue is not simply that Fermi's stock has declined – it's that the stock is only one of many indicators of the lack of confidence that stakeholders have in the Company. When I paused the proxy contest, I had expected the Company to finalize the agreements with the counterparties my team and I had engaged while at the Company on the same terms we had agreed on. I hoped to see the volume of execution increase as opposed to stagnate. The Board and management team have fallen significantly short on the promises they made to the institutional and retail investor communities post my termination, during the proxy contest, and as part of the convertible note offering.
"Fermi was capitalized and taken public as something scarce: a private utility with private power, private transmission, and private water, all on a scalable campus, with minimal use of public infrastructure. That makes Project Matador the most extraordinary place to generate AI compute at scale while not taking advantage of citizens in the midst of an AI crisis that is taxing local ratepayers. The problem is that shareholders have watched five months of Company announcements and a stock price that keeps saying the market doesn't believe this Board or management team. I've never asked the Board to sell this company. I've asked it to fulfill its fiduciary responsibility, find out with a real independent banker and a real process, what it's actually worth — and to stop making it harder for the people who own it to have a say in its future." - Toby Neugebauer.
The Actions
1. Rule 14a-8 Shareholder Proposal (submitted September 10): Vicksburg Investments Management LLC has submitted a formal proposal requesting that the Board retain an independent, nationally recognized investment bank to evaluate the full range of extraordinary transactions — including a full-value sale or a majority recapitalization with a strategic counterparty — that could maximize long-term, risk-adjusted shareholder value, and to report the results of that review to shareholders. The proposal explicitly does not ask the Board to pursue any predetermined transaction or to disturb the Company's existing standalone plan; it asks only that extraordinary transactions be tested against it.
2. Letter and Presentation to the Board (September 9–10): Separately, Neugebauer wrote to Fermi's Board asking it to voluntarily place two additional non-binding, advisory questions before shareholders at the Annual Meeting: restoring the Company's bylaws to the voting standards they themselves intentionally discussed and passed prior to the IPO — a majority of shares outstanding to amend bylaws and a plurality of votes cast to elect directors — in place of the
Finally, so that all shareholders as they evaluate these proposals can make the most informed decision at the upcoming Annual Shareholder Meeting, Mr. Neugebauer encourages Mr. Haas and Mr. McIntire to release all written communications between Mr. Neugebauer and the Board since the Company went public on October 1, 2025, so that each shareholder has all the facts.
Toby and Melissa Neugebauer have not sold a share since Fermi's IPO. The Neugebauers notified the Board that the Donor Advised Fund will soon fulfill charitable commitments previously made in Fermi's name to organizations in the
P.S. To understand Fermi speed is to understand there is no time for "a breather."
About the Fermi Founder Parties
The Fermi Founder Parties are Toby R. Neugebauer, Vicksburg Investments Management LLC, and the Melissa A. Neugebauer 2020 Trust, together the largest individual shareholder group in Fermi Inc. at approximately
This press release has been issued by Toby Neugebauer and his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the "Fermi Founder Parties"). The Fermi Founder Parties are not soliciting authority to vote any proxy of any shareholder, are not able to vote any proxy from any shareholder, and will not accept any proxy from any shareholder.
View original content:SOURCE Toby Neugebauer
FAQ
What specific actions have the Fermi Founder Parties taken ahead of the annual meeting?
The Fermi Founder Parties describe three actions: submitting a formal Rule 14a-8 shareholder proposal on September 10 to require an independent investment bank review of extraordinary transactions; sending a detailed letter to the Board on September 9; and delivering a presentation to the Board on September 10 asking for additional advisory questions on governance and ownership limits to be put before shareholders.
What extraordinary transactions does the proposed strategic review cover?
The Rule 14a-8 proposal requests that the Board have an independent, nationally recognized investment bank evaluate the full range of extraordinary transactions available to Fermi, explicitly including a full-value sale of the company or a majority recapitalization with a strategic counterparty, and compare those options with the existing standalone plan.
What governance voting changes are being requested on an advisory basis?
Neugebauer asked the Board to seek non-binding shareholder input on restoring the voting standards that applied before the IPO: a majority of shares outstanding to amend bylaws and a plurality of votes cast to elect directors, instead of the 70% supermajority and majority-of-all-outstanding-shares thresholds that he says have been adopted since April.
What change to Fermi’s ownership limit is being requested?
The letter requests an advisory vote on raising Fermi’s general REIT ownership limit from 2.5% to 9.8%, which Neugebauer compares to levels at peers such as Digital Realty, Equinix, and Prologis, so that institutional investors can build more meaningful positions in the company.
How do the Fermi Founder Parties characterize the company’s current commercial progress?
Neugebauer highlights that the 222 MW TensorWave lease represents less than 5% of Fermi’s stated 4.8 GW near-term power opportunity and says that, as of the morning of September 10, the company had not confirmed the guaranteed agreement previously referenced for that lease or secured underlying project financing. He also notes that after a multi-month CEO search, director Lee McIntire was appointed CEO, which he characterizes as a temporary solution.
What transparency request is being made regarding communications with the Board?
Neugebauer encourages Board members to release all written communications between him and the Board since Fermi went public on October 1, 2025, so that shareholders can review those materials when evaluating the proposals at the upcoming annual meeting.