Fermi's Co-Founder and Largest Shareholder, Toby Neugebauer: "Fermi's Shareholders, the Markets and Texas Voters Have Rejected Rick Perry and Fermi's 'We Can Do Whatever We Want' Board"

Key Figures

Votes for Rick Perry: 38.9% Votes excluding Perry family shares: 31.5% Indicative enterprise valuation: $10 billion to $20 billion +2 more

Votes for Rick Perry

38.9%

Fermi outstanding shares voting to re-elect him

Votes excluding Perry family shares

31.5%

Remaining shares voting for Perry

Indicative enterprise valuation

$10 billion to $20 billion

Range cited for Fermi on May 22

Stock value decline

More than 80%

Claimed decline since the board was given room to run a sale or partnership process

Ownership threshold for board nominee right

More than 50%

Caddis ownership threshold described in the Director Nomination Agreement

Historical Context

1 past event · Latest: Nov 03

1 event

1. Nov 03

   Lease update

   24h Move

   -7.7%

   TensorWave lease remained ineffective because closing conditions, including project-level financing, were unmet.

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

Key Terms

enterprise valuations, form 8-k, plurality rule, fiduciary duty, +1 more

5 terms

enterprise valuations financial

"At the time, indicative enterprise valuations for Fermi ranged from $10 billion to $20 billion."

Enterprise valuations measure the total value of a company as an operating business rather than just its equity. They typically express that value as Enterprise Value (EV): market value of equity plus net debt (interest-bearing debt minus cash) and sometimes minority interests and preferred stock; valuation is derived using methods such as discounted cash flow models, comparable-company multiples, or transaction precedents. Unlike equity value, enterprise valuations reflect the cost to acquire the whole firm including its debt obligations, and they vary with valuation method assumptions (forecast cash flows, discount rate, and chosen comparables) and with changes in capital structure.

form 8-k regulatory

"the Form 8-K the company filed on November 4"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

plurality rule regulatory

"Under the plurality rule the board threw out"

A corporate election voting standard in which the candidate(s) who receive the highest number of votes fill the available board seats, regardless of whether those vote totals constitute a majority of shares cast. Under the plurality rule, if there are N seats up for election, the N nominees with the most votes win; this means a nominee can be elected with less than 50% support and that withheld or abstention votes do not change the ranking. It contrasts with majority voting standards that require a nominee to receive more votes for than against to be elected and is commonly used in contested director elections unless a company's charter or stock-exchange rules specify otherwise.

fiduciary duty financial

"As trustee, I owe a fiduciary duty to the trust's beneficiaries."

Fiduciary duty is the legal and ethical obligation of someone who manages money or makes decisions on behalf of others to act honestly, loyally, and in the best financial interest of those people. Think of it like a trusted guardian managing a household budget who must put the family's needs ahead of their own; for investors, it reduces the risk of conflicts of interest, mismanagement, or self-dealing and helps protect their assets and returns.

beneficially owns financial

"beneficially owns more than 50% of the shares it held at the IPO"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

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

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• "Today should be Fermi's greatest day. Fermi was built on the understanding that voters do not want data centers on their grid. Fermi's stock should be soaring, as Fermi was designed specifically to protect Americans by supplying AI companies with private power, using private water and private transmission."
• "Fewer than four in ten total outstanding Fermi shares voted for Rick Perry. Set aside the Perry family's own shares, and it was barely three in ten."
• "The board was also a victim of its own bylaw changes."
• "We suspended our proxy campaign four months ago, when Fermi stock was more than five times today's closing price. Fermi's problems are not with us. Instead of pointing the blame outward, they need to focus on making smart decisions to protect shareholders."
• "Fermi must put the company up for sale now, while it closes a tenant deal. Shareholders will not accept a recapitalization that wipes them out."
• "My family is committed to fighting for shareholder rights in Texas, no matter the cost and no matter how long it takes."

DALLAS, Nov. 5, 2026 /PRNewswire/ -- Toby Neugebauer, co-founder and largest shareholder of Fermi Inc. (Nasdaq: FRMI), today issued the following statement in response to the results of Fermi's October 30 annual meeting and the Form 8-K the company filed on November 4.

"Fermi's shareholders, the public markets and the voters of Texas have all reached the same verdict on Rick Perry and the board that Marius Haas leads.

"Start with the markets. On May 22, I proposed a dual-track process to sell or partner Fermi while still evaluating the standalone plan. At the time, indicative enterprise valuations for Fermi ranged from $10 billion to $20 billion. Several of the world's leading investment banks reached out to Fermi, only to be rebuffed. I suspended my proxy campaign on July 3 to give the board room to run that process. It still has not. Since then, Fermi's stock has lost more than 80% of its value and Fermi's cost of capital has exploded. Every share Fermi issues today raises about one-fifth of what it would have raised when I stepped back.

"Then the shareholders. Only 38.9% of Fermi's outstanding shares voted to re-elect Rick Perry. More than 61% did not. Set aside the 68,842,821 shares the Perry family last reported owning, and barely three in ten of the remaining shares, 31.5%, voted for him. He ran behind the other director on the ballot on every measure.

"The board was also a victim of its own bylaw changes. On August 11, without a shareholder vote, it changed Fermi's bylaws so that a director must win a majority of all outstanding shares, with every share not voted 'for' treated the same as a vote against. I believe that rule was built to keep shareholders from replacing directors. Instead, it cost Rick Perry his election. Under the plurality rule the board threw out, Perry would have been re-elected even with every one of my family's shares voting against him.

"I was disheartened to see that Marius and Lee's version of an annual shareholder meeting was a nine-minute scripted call. I believe responsible stewards would have given shareholders a chance to share their thoughts rather than hiding from the tough questions.

"Fermi has falsely claimed that I breached an agreement by not voting for Rick Perry. Under the Director Nomination Agreement, Caddis, Griffin Perry's company, keeps its right to a board nominee only while it beneficially owns more than 50% of the shares it held at the IPO. Fermi's own IPO filings reported Griffin Perry as beneficially owning 128,196,450 shares. Caddis now reports 52,256,833 shares, about 40% of that amount. When Fermi's lawyers sent us a letter less than a day before the meeting, we sent them an affidavit for Caddis to confirm its ownership under oath. We have not received a signed affidavit, and Fermi's 8-K doesn't even try to show that Caddis qualifies. We do not know what sales have taken place, if the shares have been borrowed against, or are in default. As trustee, I owe a fiduciary duty to the trust's beneficiaries. I could not in good faith vote the trust's shares to re-elect a director I believe is breaching his duties to Fermi and its shareholders.

"On Tuesday, the voters of Texas spoke too. They rejected the insider, pay-to-play politics that has harmed Fermi. Texans have made it clear that they don't accept that people in power can do whatever they want and change the rules whenever it suits them. Neither do Fermi's shareholders.

"Fermi's tenant record speaks for itself. Anna Bofa joined as the key leader on the original Tenant 1 negotiating team beginning in mid-December 2025. As the negotiations with the original Tenant 1 dragged out, the former senior management team was simultaneously working with TensorWave and another highly respected company. Negotiations with multiple tenants were reported on the Q1 earnings call. We concluded that these two companies offered similar economics with a better risk-adjusted return than Tenant 1 was offering. At the time of their departure, the former senior management believed we were on track to close a much larger lease with TensorWave by June 30. The board has still not announced that critical closing conditions such as secured financing have been met.

"Fermi's problems are not with us. We suspended our proxy campaign four months ago, when Fermi stock was more than five times today's closing price. Since then, this board has failed at every turn. But ever since Fermi falsely reported my termination in its 8-K filings, I have done two things: fight for shareholder rights and defend myself against the company's attacks. The answer is the one I proposed in May: Fermi must put the company up for sale now, while simultaneously closing a tenant deal. Fermi needs a partner with a lower cost of capital, construction expertise and a customer.

"My family is committed to fighting for shareholder rights in Texas, no matter the cost and no matter how long it takes. Discovery in my lawsuit is underway. I am confident justice will be served, and the truth about this board's actions and motivations will come out.

"I encourage the board to release all of their written communications with me, and allow me to release all of my written communications to them.

"P.S. I want to congratulate the Fermi Nuclear Team for leading the American nuclear renaissance with the fastest and cheapest COLA ever accepted. I believe that the tens of billions that Korea has agreed to invest in American nuclear power would not have happened without your leadership and expertise. I have not forgotten what you achieved, and I know that, absent the dirty politics, this team would be breaking ground on four gigawatts of AP1000s today."

Media@landtroopstrategies.com

 

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SOURCE Toby Neugebauer