Neugebauer Addresses $375mm Convertible Note Offering that Resulted in Former Fermi CFO Miles Everson's Resignation from Fermi Board; Reaffirms Confidence in Company Securing Its Tenant

Rhea-AI Summary

Argus Jul 13 session 13 alerts

-4.25% close to close 0.6x rel. volume Open Argus

Details

Market move: FRMI -4.25% in the Jul 13 session. convertible note offering dispute

-4.1% Trough in 4 hr 3 min

$4.67B Market Cap

On Jul 13, the day this news came out, FRMI closed 4.25% below the previous close. Argus tracked a trough of -4.1% from its starting point during tracking. Our momentum scanner recorded 13 alerts for this stock that day.

Data tracked by StockTitan Argus for the Jul 13 session.

Market Context

The announcement centers on Neugebauer’s objections to the $375mm convertible note process and Miles...

Analysis

The announcement centers on Neugebauer’s objections to the $375mm convertible note process and Miles Everson’s resignation, set against his large 146,516,035-share stake. Investors should weigh ongoing governance friction, recent insider net selling, and execution risk around securing a first tenant.

Key Figures

Convertible note size: $375mm Total beneficial ownership: 146,516,035 shares Vicksburg stake: 44,656,376 shares +3 more

Convertible note size

$375mm

Recent convertible note offering referenced as triggering Everson’s board resignation

Total beneficial ownership

146,516,035 shares

Common stock beneficially owned by Toby Neugebauer

Vicksburg stake

44,656,376 shares

Common stock beneficially owned by Vicksburg Investments Management LLC

Trust stake

94,359,659 shares

Common stock beneficially owned by the Melissa A. Neugebauer 2020 Trust

Vested RSUs

7,500,000 shares

Shares underlying restricted stock units vested on termination without cause

Par value

$0.001 per share

Par value of Fermi common stock cited in ownership disclosure

Historical Context

5 past events · Latest: Jul 07

5 events

1. Jul 07

   Governance dispute update

   24h Move

   -10.1%

   Company highlighted shareholder opposition to former CEO’s special meeting proposal and reaffirmed its strategic plan.

2. Jul 01

   Activist criticism

   24h Move

   -5.4%

   Neugebauer questioned Fermi Board’s litigation decisions and transparency following dismissal prior to discovery.

3. Jun 30

   Construction contract

   24h Move

   -3.1%

   Fermi selected Primoris to engineer and construct balance of plant for initial gas turbines at Project Matador.

4. Jun 25

   Town hall proposal

   24h Move

   +10.1%

   Neugebauer proposed June 30 town hall webinar with co-founders ahead of a key shareholder vote.

5. Jun 25

   Disclosure correction

   24h Move

   +10.1%

   Corrected announcement relating to planned town hall webinar and governance, ahead of shareholder vote.

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

Key Terms

convertible note, restricted stock units, par value

3 terms

convertible note financial

"regarding Fermi's recent $375mm convertible note offering which resulted in Miles Everson's"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

restricted stock units financial

"and (iii) 7,500,000 shares of Common Stock underlying restricted stock units held by"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

par value financial

"shares of the Company's common stock, $0.001 par value per share (the "Common"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

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

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• As the former CFO of Fermi and the principal author of the Committee of Sponsoring Organizations Internal Control—Integrated Framework, Everson's departure from Fermi's board is disheartening for all shareholders

• The Fermi Board and its lawyers continue abusing Texas' pro-business environment by acting as if they are accountable to no one

• Above all, Neugebauer's focus remains on Fermi's long-term success — the company he envisioned, founded, and built; recently published on Seeking Alpha where Project Matador was referred to as the 'most valuable asset in the AI race.'

DALLAS, July 13, 2026 /PRNewswire/ -- Toby Neugebauer, co-founder and largest shareholder of Fermi Inc. (d/b/a Fermi America) (Nasdaq: FRMI) ("Fermi" or the "Company"), today released a statement regarding Fermi's recent $375mm convertible note offering which resulted in Miles Everson's resignation from the Company's Board.

"Last week, as Trustee for the Melissa A. Neugebauer 2020 Trust, I received notice that Miles Everson, former PwC U.S. Consulting Vice Chairman, former CEO of MBO Partners, and former Fermi CFO, resigned from the Fermi Board of Directors, which the Company today acknowledged on its 8K filing. Given Mr. Everson's board nomination was unanimously approved by the independent directors, his fiscal and leadership qualifications have never been in dispute. His resignation as the Company's CFO was a loss for all shareholders three months ago. His recent resignation from the board is equally disheartening for all stakeholders, particularly when the board is in dire need of financial expertise to navigate the billions of dollars of project financing required to execute a tenant contract."

"But therein lies the problem –Everson's resignation letter stated that the full board was not notified of last week's financing transaction before it was publicly announced. Given Everson has the most historical knowledge of the Company's financing—from the original four rounds through tenant negotiations, the circumvention of basic board protocol on a $375mm round is simply inexcusable."

"Mr. Everson also stated in his resignation letter to the Company regarding having not received a single board minute or board communication for months, 'for the avoidance of doubt, I am not resigning for personal reasons, due to time constraints or as part of an ordinary-course board transition. I am resigning because I disagree with the company's failure to provide directors with required board and committee minutes and related governance records necessary for informed board service.'" 

"I was not surprised as they are willing to do anything for those board communications not to see the light of day given they do not reflect what the Company told shareholders or, more concerningly, what they told the SEC about the predicate and the events leading up to my and nine other executives' departures."

"I still believe what we built is highly desirable as recently published on Seeking Alpha, where Project Matador was referred to as the 'most valuable asset in the AI race,' which is why I remain confident that the Company can secure Fermi's first tenant. Seeing Fermi to completion for the benefit of all stakeholders, including our friends and family in the Amarillo region, remains my top priority."

Mr. Everson's withdrawal does not affect the Trust's nomination rights. As the nominating stockholder, the Melissa A. Neugebauer 2020 Trust retains the full right to designate a replacement nominee and is in process of vetting a slate of qualified candidates. 

Important Information

Mr. Neugebauer beneficially owns 146,516,035 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), composed of: (i) 44,656,376 shares of Common Stock beneficially owned by Vicksburg Investments Management LLC; (ii) 94,359,659 shares of Common Stock beneficially owned by the Melissa A. Neugebauer 2020 Trust; and (iii) 7,500,000 shares of Common Stock underlying restricted stock units held by Mr. Neugebauer that vested in connection with his termination without cause. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.

View original content:https://www.prnewswire.com/news-releases/neugebauer-addresses-375mm-convertible-note-offering-that-resulted-in-former-fermi-cfo-miles-eversons-resignation-from-fermi-board-reaffirms-confidence-in-company-securing-its-tenant-302824017.html

SOURCE Toby Neugebauer