Toby Neugebauer Calls a Special Meeting to Unlock Maximum Value for Fermi Shareholders

Rhea-AI Summary

Fermi (Nasdaq: FRMI) — Toby Neugebauer called a Special Meeting of Shareholders for May 29, 2026 and filed preliminary proxy materials to nominate a five-person slate and solicit votes via a BLUE proxy card. Neugebauer and affiliates report ~40% ownership; he seeks a dual-track strategic process including M&A to maximize value for Project Matador.

Key developments: 99-year ground lease with Texas Tech, ~2 GW secured power, ~6 GW Clean Air Permit, ~$1B financing (including $500M from MUFG), NRC license submission and participation in NRC EIS pilot, Hyundai E&C partnership, major long-lead equipment orders.

Positive

• 99-year ground lease signed with Texas Tech University System
• ~2 GW of secured power generation (combined-cycle potential)
• ~6 GW Clean Air Permit secured; additional ~5 GW filed
• $1B in financing facilities secured, including $500M from MUFG
• NRC combined license application submitted and EIS pilot participation
• Hyundai E&C partnership and key long-lead equipment ordered

Negative

• Management change: Neugebauer removed as CEO prior to calling the meeting
• Proxy contest and board nomination risk with BLUE proxy solicitation
• Company has rejected prior sale or merger proposals to date

News Market Reaction – FRMI

-2.56%

42 alerts

-2.56% Session close to close

+18.2% Peak Tracked

-3.0% Trough Tracked

$3.66B Market Cap

0.7x Rel. Volume

In the May 5 session, FRMI declined 2.56%, reflecting a moderate negative 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

This announcement outlines a contested special meeting where the co‑founder seeks to reshape Fermi’s...

Analysis

This announcement outlines a contested special meeting where the co‑founder seeks to reshape Fermi’s board and evaluate value-maximizing options for Project Matador. It highlights long-term assets such as a 99-year ground lease, over 2 GW of power, and roughly $1 billion in financing. Recent filings show parallel governance changes and interim leadership appointments. Investors may watch how the proxy process unfolds, any updates on strategic alternatives, and progress on key regulatory milestones for the project.

Key Figures

Ground lease term: 99 years Power generation: over 2 GW Clean Air Permit: ~6 GW +5 more

8 metrics

Ground lease term 99 years Ground lease with Texas Tech University System for Project Matador

Power generation over 2 GW Total power generation secured for Project Matador

Clean Air Permit ~6 GW Nation’s second largest permit obtained, plus ~5 GW permit filed with TCEQ

Finance facilities ~$1 billion Project Matador financing secured, including infrastructure lending

MUFG facility $500 million Portion of finance facilities from Mitsubishi UFJ Financial Group

Gas pipeline capacity 450 MMcfpd Installed natural gas pipeline for Project Matador

Base water supply 2.5 MGD Water secured from City of Amarillo with path to ~18.5 MGD peaking

Neugebauer ownership 139,016,035 shares Common stock beneficially owned per Schedule 13G filing

Historical Context

5 past events · Latest: Apr 30 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 30	CFO appointment	Positive	+2.0%	Interim CFO named to support scaling and governance focus.
Apr 21	Business update	Positive	+14.5%	Positive feedback on Fermi 2.0 and Project Matador stakeholders.
Apr 21	Business update	Positive	+14.5%	Reaffirmed Fermi 2.0 execution and options to maximize value.
Apr 20	Activist sale call	Positive	-6.3%	Co‑founder urged formal sale process to unlock value.
Apr 20	Strategy & leadership	Negative	-17.6%	Fermi 2.0 rollout with CEO departure and leadership reshuffle.

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

Pattern Detected

Recent governance and strategic announcements have usually seen price moves aligned with the news tone, with one notable divergence on an earlier sale-process push.

Recent Company History

Over the past few weeks, Fermi has undergone rapid leadership and strategy changes tied to Project Matador. On April 20, the "Fermi 2.0" evolution and CEO transition drew a -17.56% reaction, followed by Toby Neugebauer’s bullish sale-process call on the same day, which saw a -6.3% move. Subsequent business updates on April 21–22 and an interim CFO appointment on April 30 were met with positive moves of +14.53% and +1.99%, respectively. Today’s contested special-meeting push continues this governance and control narrative.

Key Terms

special meeting, proxy statement, schedule 14a, schedule 13g, +4 more

8 terms

special meeting regulatory

"today announced that he called a Special Meeting of Shareholders to be held"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

proxy statement regulatory

"has filed preliminary proxy materials in connection with the Special Meeting"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

View in glossary

schedule 14a regulatory

"intend to file a definitive proxy statement on Schedule 14A, accompanying BLUE"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

schedule 13g regulatory

"Toby Neugebauer filed a Schedule 13G with respect to the Company on November"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

clean air permit regulatory

"Obtained the nation's second largest ~6 GW Clean Air Permit, with an"

A clean air permit is a government-issued license that allows a factory, power plant or other facility to release specific amounts of air pollutants while meeting legal limits and monitoring requirements. It matters to investors because the permit sets operational limits, ongoing compliance costs and potential liability — like a driver’s license for emissions — and losing, violating, or needing to modify the permit can force costly upgrades, fines or production limits that affect revenue and valuation.

combined operating license regulatory

"large-scale nuclear combined operating license application that was accepted"

A combined operating license is a single government permit that authorizes both the construction and the operation of a nuclear power plant, replacing the older two-step process of separate construction and operating approvals. For investors it matters because it reduces regulatory uncertainty and timing risk—like getting a building permit and a business license at once—making project costs, financing plans and future revenue projections easier to assess; safety conditions and inspections must still be met before full commercial operation.

nuclear regulatory commission regulatory

"accepted for review by the Nuclear Regulatory Commission (NRC);"

The Nuclear Regulatory Commission is a government agency responsible for overseeing the safety and security of nuclear power plants and radioactive materials. It sets rules and monitors practices to prevent accidents and protect public health. For investors, its regulations can influence the stability and operation costs of nuclear energy companies, affecting their long-term viability.

environmental impact statement regulatory

"participant in the environmental impact statement pilot program to expedite"

An environmental impact statement is a formal report that evaluates the likely effects a proposed project or plan will have on air, water, land, wildlife and local communities; it lays out potential harms, proposed mitigation measures, and alternatives. Think of it as a project’s environmental report card and repair plan: regulators use it to decide permits, and investors use it to assess delays, extra costs, legal risks and reputation exposure tied to environmentally sensitive issues.

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

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Special Meeting Will Provide Shareholders First Opportunity Since IPO to Vote on Future of Fermi

Fermi Has Thus Far Not Run a Comprehensive and Credible Strategic Process to Reach the Full Range of Potential Interested Parties in Pursuit of Value-Maximizing Transactions

Under Neugebauer's Leadership, the Fermi Team Created a World-Class Company

DALLAS, May 5, 2026 /PRNewswire/ -- Toby Neugebauer, Co-Founder and largest shareholder of Fermi Inc. (d/b/a Fermi America) (Nasdaq: FRMI) ("Fermi" or the "Company"), today announced that he called a Special Meeting of Shareholders to be held on May 29, 2026 (the "Special Meeting") in his capacity as Chief Executive Officer of Fermi on April 17, 2026, and has filed preliminary proxy materials in connection with the Special Meeting. The Special Meeting will provide Fermi shareholders with their first opportunity since the initial public offering to express their views to the Board and determine the future of the Company. Thus far, Fermi has rejected a potential sale or merger of the Company.

Mr. Neugebauer will nominate a slate of five directors for election at the Special Meeting. In addition to his nomination of this slate, Mr. Neugebauer has already designated two industry titans who fully understand the Company's true value—the former Chief Financial Officer and current Chief Power Officer—to the Board. Mr. Neugebauer, the Neugebauer family, and other C-suite executives and management that departed on or after Friday, April 17 own ~40% of the outstanding shares.

In conjunction with strong tenant demand, Mr. Neugebauer believes the Board must immediately execute a dual-track process at Fermi speed in which the Company is able to assess all options to maximize shareholder value. Given the capital intensity, the infrastructure complexity, and multiparty execution demands at Project Matador, Mr. Neugebauer is fully behind strategic transactions—including M&A—to maximize shareholder value.

In respect to any strategic transaction, Mr. Neugebauer—who is being advised by a leading investment bank—believes the right partner will have a low cost of capital, a proven ability to construct, and is either a customer, or has a customer, at the table. A key focus of this process is allowing his colleagues and the Amarillo community to see the project to fruition.

"I could not be prouder of the execution and progress with tenants at the time of my departure. I saw Project Matador's potential realized, and that's why I have yet to sell a single share of Fermi since the IPO because I know exactly what it is worth. We built a world-class company in record time, and my focus is entirely on protecting and realizing that value for all shareholders. It's time the shareholders get a voice in the future of the Company," said Toby Neugebauer.

Under Mr. Neugebauer's leadership, the Fermi team created a world-class asset—Project Matador—that he believes is highly desirable to third parties given the team's material accomplishments in the 15 months leading up to his removal as CEO of Fermi:

• Signed a 99-year ground lease with the Texas Tech University System;
• Secured over 2 GW of total power generation (once in combined cycle including Xcel);
• Obtained the nation's second largest ~6 GW Clean Air Permit, with an additional ~5 GW Permit filed with TCEQ;
• Secured ~$1 billion in finance facilities, the majority from the world's leading infrastructure lender ($500 million from Mitsubishi UFJ Financial Group (MUFG));
• Negotiated significant tax abatements with local and county districts;
• Filed a free trade zone application, which required significant local, state, and federal approvals;
• Assembled one of the top nuclear teams in the world, having successfully built 16 reactors to date, on time and on budget;
• Submitted the first large-scale nuclear combined operating license application that was accepted for review by the Nuclear Regulatory Commission (NRC) in over 15 years;
• The Nuclear Regulatory Commission announced Project Matador as an inaugural participant in the environmental impact statement pilot program to expedite nuclear regulatory approvals;
• Partnered with Hyundai E&C—the only company to have successfully built 24 nuclear reactors globally, ten of them simultaneously, on time and on budget;
• Hyundai E&C initiated Fermi's front-end engineering design study and featured Fermi's nuclear leadership at its large-scale Nuclear Technology Seminar in Dallas to engage contractors and strengthen U.S. nuclear supply chain and workforce readiness;
• Ordered key nuclear long lead time equipment from Doosan Enerbility;
• Installed 450MMcfpd natural gas pipeline;
• Secured 2.5MGD of water from the City of Amarillo and a path to ~18.5MGD of maximum peaking availability via site adjacent properties, with water line and tower one complete;
• Secured up to 200 MW power agreement with Xcel and constructed 86 MW tie in;
• Garnered significant amounts of high-voltage electrical equipment;
• Received first six Siemens SGT800s in port in Houston; and
• GE 6B Frame turbines acquired and being refurbished in Houston.

Mr. Neugebauer intends to file a definitive proxy statement and accompanying BLUE proxy card with the SEC and solicit shareholders to vote FOR the five highly qualified director nominees and other proposals on a BLUE proxy card. Copies of the materials will be available on the SEC's website at http://www.sec.gov.

Important Information

Toby Neugebauer, two of his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, "Toby Neugebauer"), and any other participants in their solicitation, intend to file a definitive proxy statement on Schedule 14A, accompanying BLUE proxy card, and other relevant documents with the Securities and Exchange Commission in connection with the solicitation of proxies with respect to the election of Toby Neugebauer's slate of director candidates and other proposals that may come before Fermi's Special Meeting of Shareholders.

THE PARTICIPANTS IN TOBY NEUGEBAUER'S SOLICITATION STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE BLUE PROXY CARD, THAT WILL BE FILED BY TOBY NEUGEBAUER AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

Toby Neugebauer filed a Schedule 13G with respect to the Company on November 14, 2025, which reported that Mr. Neugebauer beneficially owns 139,016,035 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock, and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares of Common Stock.

View original content:https://www.prnewswire.com/news-releases/toby-neugebauer-calls-a-special-meeting-to-unlock-maximum-value-for-fermi-shareholders-302762727.html

SOURCE Toby Neugebauer

FAQ

Why did Toby Neugebauer call a Special Meeting for FRMI on May 29, 2026?

To let shareholders vote on the company's future and elect a proposed five-person slate. According to Toby Neugebauer, the meeting will enable a dual-track strategic process to evaluate M&A and other options to maximize Project Matador value.

What stake do Toby Neugebauer and affiliates hold in FRMI?

Neugebauer and related parties report owning approximately 40% of outstanding shares. According to Toby Neugebauer, Schedule 13G filings show specific holdings totaling 139,016,035 shares and affiliated ownership disclosures.

What material Project Matador milestones did Fermi achieve before the Special Meeting?

Fermi secured a 99-year Texas Tech ground lease, ~2 GW of power, and ~6 GW Clean Air Permit. According to company disclosures, financing (~$1B), NRC license submission, Hyundai partnership, and major equipment orders were also completed.

What does the BLUE proxy card filed by Neugebauer mean for FRMI shareholders?

It is a formal solicitation to vote for Neugebauer's director nominees and proposals at the Special Meeting. According to Toby Neugebauer, definitive proxy materials and the BLUE card will be filed with the SEC and made available to shareholders.

Could Neugebauer pursue a sale of Fermi or other strategic transactions for FRMI?

Yes; Neugebauer supports a dual-track process including M&A to maximize value for Project Matador. According to Toby Neugebauer, he is advising a leading investment bank and seeks partners with low cost of capital and construction capability.