Fermi Responds to Former CEO's Attempts to Take Control of Board and Reverse Board Actions Taken in Accordance with Their Fiduciary Duties to Remove Him as CEO and Terminate Him for Cause

Rhea-AI Summary

News Market Reaction – FRMI

+12.55%

42 alerts

+12.55% Session close to close

+18.2% Peak Tracked

-3.0% Trough Tracked

$3.66B Market Cap

0.7x Rel. Volume

In the May 6 session, FRMI gained 12.55%, reflecting a significant positive market reaction. Argus tracked a peak move of +18.2% during that session. Argus tracked a trough of -3.0% from its starting point during tracking. Our momentum scanner triggered 42 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +12.6% in the session following this news. A strong positive reaction aligns with p...

Analysis

The stock surged +12.6% in the session following this news. A strong positive reaction aligns with prior instances where the market rewarded clearer governance and strategic communication, such as the Fermi 2.0 updates that coincided with moves of about 14.53%. However, the stock remains far below its 52-week high of $36.99 and under its 200-day MA of $12.83, while insider activity has recently been net selling. These factors suggest that enthusiasm could be tested by ongoing board-control uncertainty and execution risks around Project Matador.

Key Figures

Stock decline under former CEO: over 80% Ownership cap: 2.5% First special meeting date: May 29, 2026 +5 more

8 metrics

Stock decline under former CEO over 80% Share price decline during Mr. Neugebauer’s leadership, per company statement

Ownership cap 2.5% Charter limit on new shareholders’ ownership and further accumulation

First special meeting date May 29, 2026 Requested Special Meeting of Shareholders referenced in company response

Second special meeting date June 30, 2026 Target date for consent-solicited Special Meeting of Shareholders

Neugebauer ownership approximately 40% Former CEO and affiliates’ stake per DFAN14A filing

Caddis shares owned 60,946,450 shares Beneficial ownership reported in Schedule 13G/A

Caddis ownership percent 9.7% Ownership percentage of common stock class per Schedule 13G/A

Shares outstanding 629,839,790 shares Shares outstanding as of March 23, 2026, per Form 10-K reference

Historical Context

5 past events · Latest: May 05 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 05	Activist special meeting	Neutral	-2.6%	Former CEO sought May 29 Special Meeting and board slate to pursue strategic review.
May 01	Board nomination	Positive	-1.9%	Chief Power Officer Larry Kellerman nominated to board, emphasizing power expertise.
Apr 30	Interim CFO appointment	Positive	+2.0%	Appointment of Rob L. Masson II as Interim CFO to support scaling and governance.
Apr 21	Business update	Positive	+14.5%	Business update after Fermi 2.0 with strong feedback and rejection of immediate sale.
Apr 21	Business update follow-up	Positive	+14.5%	Follow-up Fermi 2.0 update citing positive stakeholder feedback and execution focus.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news has centered on Fermi 2.0, leadership changes, and activist actions. Governance and strategy updates have often coincided with sharp moves, generally positive when the board communicates its plan, but negative around activist escalation or contested board dynamics.

Recent Company History

Over recent weeks, Fermi has undergone major governance change tied to Fermi 2.0 and Project Matador. An April business update highlighting strong stakeholder feedback drove gains of about 14.53%. Leadership reshuffles, including an Interim CFO appointment, also saw a positive reaction. By contrast, the activist campaign led by former CEO Toby Neugebauer and related proxy steps around the May 29, 2026 Special Meeting corresponded with declines, underscoring market sensitivity to board control uncertainty. Today’s response continues that governance-focused narrative.

Key Terms

consent solicitation, fiduciary duties, reit status, redemption provision, +2 more

6 terms

consent solicitation regulatory

"and the second to solicit shareholder consents to call a Special Meeting, a tacit"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

fiduciary duties regulatory

"actions taken in accordance with their fiduciary duties. The Company's stock price"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

reit status regulatory

"Fermi's charter contains multiple provisions to protect its REIT status, one of"

REIT status is a tax designation for companies that own or finance income-producing real estate and meet legal rules to pass most of their rental profits to shareholders as dividends. For investors it matters because companies with this status typically pay higher, more predictable dividends but must reinvest less profit into growth, making them behave more like income-focused assets than growth stocks—think of them as rental properties you can buy shares in.

redemption provision financial

"one of which is a redemption provision which, upon exercise by the Company, would"

A redemption provision is a clause in a bond, preferred share, or other contract that lets one party, usually the issuer, buy back the security before its scheduled end date. It matters to investors because it changes expected income and risk: a security that can be redeemed early may pay less over time or be returned when market rates change, like a landlord buying out a long lease, affecting resale value and yield.

change-of-control transaction financial

"his stated lack of intent is expressly conditioned on his preference for a change-of-control transaction –"

A change-of-control transaction is a deal—such as a merger, takeover, or large share sale—that results in a new party gaining majority ownership or decisive voting power over a company. Like swapping the captain and officers on a ship, it can alter management, strategic direction, contract terms, debt rules and shareholder rights, so investors watch these events closely because they often affect a company’s future cash flow, risk profile and the market value of its stock.

proxy regulatory

"seeking to solicit proxies to vote at a Special Meeting of Shareholders on May 29,"

A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Fermi Rejects Mr. Neugebauer's Self-Interested Attempt to Call Special Shareholder Meeting as Invalid and Urges Shareholders Not to Respond to His Consent Solicitation

Company Has Received Significant Support for Fermi 2.0 from Shareholders Who Firmly Reject Mr. Neugebauer's Purported Efforts to Take Control of Company

DALLAS, May 5, 2026 /PRNewswire/ -- Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI), operating as Fermi America™ ("Fermi" or the "Company"), today responded to two separate SEC filings made by its former chief executive officer Toby Neugebauer, the first to hold an invalidly called Special Meeting of Shareholders, and the second to solicit shareholder consents to call a Special Meeting, a tacit admission of the ineffectiveness of his first request. The Board is disappointed that Mr. Neugebauer has submitted these proposals and is seeking to take control of the Board and Fermi, believes the SEC filings reflect the actions of a disgruntled former CEO who was terminated for cause, and recommends that shareholders not take any action to support either solicitation. Fermi would note that in both requested actions, Mr. Neugebauer has proposed that Fermi reimburse Mr. Neugebauer for all of his costs associated with his efforts to take control of the Board. 

As previously disclosed, the decisions to remove Mr. Neugebauer from his CEO position and to subsequently terminate him for cause were taken after more than a month of attempts to negotiate a peaceful transition with Mr. Neugebauer, after careful deliberation by the Board and committee members, and in accordance with their fiduciary duties. The Company's stock price performance under Mr. Neugebauer's leadership speaks for itself, with a decline of over 80% on his watch. In addition, Mr. Neugebauer's removal from the office of CEO and subsequent termination for cause was the direct result of conduct violating the terms of his employment agreement as well as multiple company policies.

With respect to the first of Mr. Neugebauer's proposals seeking to solicit proxies to vote at a Special Meeting of Shareholders on May 29, 2026, Mr. Neugebauer's Special Meeting request is not valid, has been rescinded by the officers who assumed the offices he once held, and at the time his request was made, by Mr. Neugebauer's own admission, when he knew he was going to be removed as CEO.

With respect to the second of Mr. Neugebauer's proposals seeking to solicit shareholder consents to hold a second Special Meeting of Shareholders on or about June 30, 2026, Fermi believes Mr. Neugebauer's consent solicitation is not in the best interests of its shareholders and recommends that shareholders not tender their consent. Shareholders are also advised that Fermi's charter contains multiple provisions to protect its REIT status, one of which is a redemption provision which, upon exercise by the Company, would materially decrease Mr. Neugebauer's ownership position in the Company and another of which prevents Mr. Neugebauer and his family members and affiliates from acquiring additional shares of Company common stock and any new shareholders from accumulating more than 2.5% of the Company's outstanding stock.

Considered together, each of Mr. Neugebauer's proposals seeks to expand the size of the Board, fill it with his nominees, take control of the Board and Fermi, and pursue his stated goal of selling Fermi, quickly. Notably, while Mr. Neugebauer's filings state that he "does not intend to return to management," he has made no binding commitment not to seek reappointment as CEO, and his stated lack of intent is expressly conditioned on his preference for a change-of-control transaction – leaving the door open for his return to an executive role if a sale does not materialize. As Fermi has previously indicated, an immediate sale at current trading levels is premature and could result in a transaction far below Fermi's intrinsic value, an outcome clearly not in the best interest of shareholders.  Fermi's rejection of the request for an immediate sale has been validated by support from multiple stakeholders and potential counterparties who have expressed support for Fermi's change in leadership. 

Fermi is gratified that these investors and counterparties have communicated they firmly stand behind Fermi 2.0 and the Company's strategic plan to build on the continued momentum of Project Matador. Given this positive momentum, Mr. Neugebauer's calls for shareholder action are not in the best interest of shareholders, and they appear purposefully designed to derail any success Fermi 2.0 and the Company's strategic plan might achieve. Fermi encourages its shareholders to support the Board, its officers, and employees in making Fermi 2.0 a success.

About Fermi America™

Fermi America™ (Nasdaq & LSE: FRMI) develops next-generation private electric grids that deliver highly redundant power at gigawatt scale to support next-generation intelligence and AI compute. Fermi America™ combines cutting-edge technology with a deep bench of proven world-class multi-disciplinary leaders with a combined 25 GW of experience, to create the world's largest, 11 GW next-gen private grid, helping ensure America's energy and AI dominance. The behind-the-meter Project Matador campus is expected to integrate the nation's biggest combined-cycle natural gas project, one of the largest clean, new nuclear power complexes in America, utility grid power, solar power, and battery energy storage, to support hyperscale AI and advanced computing.

Forward-Looking Statements

Statements contained in this press release which are not historical facts, such as those relating to future events, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Fermi undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Investors should consult further disclosures and risk factors included in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and other documents filed from time to time with the SEC by Fermi.

Additional Information and Where to Find It

Fermi intends to file with the SEC a definitive revocation statement on Schedule 14A in connection with the proposed solicitation by Mr. Neugebauer to be able to call a special meeting of Fermi security holders, as well as a definitive proxy statement on Schedule 14A with respect to its solicitation of proxies for any future meeting of the shareholders called as a result of Mr. Neugebauer's solicitation, both containing a form of WHITE proxy card.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REVOCATION STATEMENT AND ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY FERMI AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.

Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Fermi free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Fermi are also available free of charge by accessing Fermi's website at www.fermiamerica.com.

Participants in the Solicitation

Fermi, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of revocations and proxies with respect to a solicitation by Fermi. Information about Fermi's executive officers and directors is available in Fermi's Annual Report on Form 10-K/A (the "Form 10-K/A") for the year ended December 31, 2025, filed with the SEC on April 30, 2026. To the extent holdings by our directors and executive officers of Fermi securities reported in the Form 10-K/A have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge at the SEC's website at www.sec.gov. Copies of the documents filed by Fermi are also available free of charge by accessing Fermi's website at www.fermiamerica.com.

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SOURCE Fermi Inc.