Fermi Inc. filings document an emerging growth company developing private power and site infrastructure for Project Matador. Current reports describe common stock disclosure, material-event reporting, leadership and board changes, shareholder solicitation materials, and governance arrangements, including director nomination rights and charter-related control matters.
The company's 8-K filings also cover material definitive agreements and capital-structure matters, including equipment financing for Siemens Energy SGT-800 industrial gas turbines and related equipment for Project Matador. The filings identify operating subsidiaries used for project financing and disclose Regulation FD communications, shareholder voting matters, and operating and financial results categories.
Fermi Inc. (FRMI) reports that Melissa A. Neugebauer 2020 Trust, listed as a ten-percent owner, sold 420,749 common shares on October 20, 2026, at a weighted average price of $3.0356 per share. The sales were made in multiple trades at $3.00 to $3.095 per share, inclusive. Toby R. Neugebauer, the Trust’s investment trustee and a ten-percent owner, may be deemed to beneficially own the Trust’s shares but disclaims beneficial ownership except to the extent of his pecuniary interest. No Rule 10b5-1 plan is reported. A separate direct-holdings entry reports 7,500,000 shares held by Toby following the transaction.
Fermi Inc. (FRMI) has a Form 144 notice for the proposed sale of 420,749 common shares, with an aggregate market value of $1,237,002.06 and an approximate sale date of October 20, 2026. Toby Neugebauer is named as the person for whose account the shares are to be sold and is identified as a 10% stockholder; the remarks state that all shares are to be sold by the Melissa A. Neugebauer 2020 Trust. Toby Neugebauer and Melissa Neugebauer are listed as trustees, and Goldman Sachs & Co. LLC is named as broker. The notice reports 641,259,703 common shares outstanding and lists past-three-month sales by the trust of 2,750,000 shares for $10,266,575 on October 13, 2026, and by Vicksburg Investments Management, LLC of 1,297,200 shares for $4,089,293.28 on October 14, 2026.
Fermi Inc. (FRMI), through its indirect wholly owned subsidiaries Fermi Turbine Warehouse LLC, the borrower, and Firebird Equipment Holdco LLC, amended the Equipment Supply Loan Financing Agreement with MUFG Bank, Ltd. The agreement is dated February 10, 2026. The amendment removes the covenant requiring Fermi to enter into a lease or offtake arrangement for 400 MW at Project Matador by November 10, 2026, and eliminates the potential increase in amortization tied to failure to meet that covenant.
Fermi believes the amendment eliminates potential required principal payments of approximately $22 million in the fourth quarter of 2026, $19 million in the first quarter of 2027 and $15 million in the second quarter of 2027. The company paid $25 million in amendment fees. MUFG remains administrative agent for a new syndicate of lenders.
Fermi Inc. (FRMI) common stock was sold in two transactions by entities associated with reporting person Toby R. Neugebauer, a ten-percent owner. Melissa A. Neugebauer 2020 Trust, for which he is investment trustee, sold 2,750,000 shares on October 13, 2026, at a weighted-average $3.7333 per share; trades ranged from $3.69 to $3.845. Vicksburg Investments Management LLC, of which he is managing member, sold 1,297,200 shares on October 14, 2026, at a weighted-average $3.1524 per share; trades ranged from $3.09 to $3.215. Neugebauer disclaims beneficial ownership except to the extent of his pecuniary interest.
Fermi Inc. (FRMI) 10% stockholder Toby Neugebauer filed a notice of a proposed sale of 1,297,200 shares of common stock, with an aggregate market value of $4,099,152. Goldman Sachs & Co. LLC is listed as broker. The notice is for Neugebauer’s account, and its remarks identify Vicksburg Investments Management, LLC as the entity to sell all of the shares. The shares were acquired from the issuer in a private transaction on January 10, 2025.
Separately, the notice lists 641,259,703 shares outstanding. Its past-three-months section reports 2,750,000 common shares dated October 13, 2026, under Melissa A. Neugebauer 2020 Trust, whose trustees are Toby Neugebauer and Melissa Neugebauer.
Fermi Inc. disclosed a binding 15-year phase one lease with TensorWave, with $6.5 billion in contracted revenue over the initial term. The lease covers 222 MW of total power capacity, including 156 MW of critical IT capacity. Phased delivery is scheduled to begin in Q4 2027 and complete in early 2028. The term includes 2 five-year renewal options and 2.5% annual escalators.
Under the turnkey structure, Fermi develops, builds and delivers the facility, with TensorWave taking occupancy in phases. Fermi estimates a phase one project-level NOI margin of approximately 75%–80%, a non-GAAP measure based on fixed lease payments less specified non-reimbursable operating expenses. It excludes variable power charges passed through to TensorWave and associated variable power costs, as well as depreciation and amortization, selling, general and administrative expenses, interest expense and capital expenditures. AMD credit support is stated to begin after construction is complete and rent commences on the final delivery phase, subject to customary conditions, and supports project financing.
Fermi Inc. (FRMI) is the issuer in a Rule 144 notice reporting a proposed sale of 2,750,000 common shares by the Melissa A. Neugebauer 2020 Trust, with an aggregate market value of $10,230,000. The notice identifies Toby Neugebauer as a 10% stockholder whose account is involved, while its remarks state that all shares are to be sold by the trust.
Goldman Sachs & Co. LLC is named as broker and signed on Toby Neugebauer’s behalf. The listed approximate sale date is October 13, 2026. The shares were acquired from the issuer in a private transaction on January 10, 2025.
Fermi Inc. (FRMI) will hold its virtual annual meeting on October 30, 2026. Shareholders of record on August 31, 2026 may vote to elect Rick Perry and Jeffrey S. Stein as Class I directors and ratify Ernst & Young LLP as independent auditor for fiscal 2026; the board recommends voting FOR both proposals.
Fermi had 641,259,703 common shares outstanding as of the record date, and four of its six directors were independent. The phase-out of the classified board begins at the 2029 annual meeting and ends in 2031. Toby Neugebauer was removed as CEO on April 17, 2026, Miles Everson resigned as CFO effective April 19, and Lee McIntire was appointed CEO effective August 11. Fermi paid TFC Utilities Management LP $1,332,177 under a 2025 consulting agreement, including a $750,000 discretionary bonus connected with the IPO. Larry Kellerman, a Fermi director and Chief Power Officer, is TFCU’s CEO.
Fermi Inc. (FRMI) is the subject of an exempt shareholder solicitation from the “Fermi Founder Parties” (Toby R. Neugebauer, Vicksburg Investments Management LLC and the Melissa A. Neugebauer 2020 Trust), who state they own approximately 22% of the company’s shares. They have submitted a Rule 14a-8 proposal asking the Board to retain an independent, nationally recognized investment bank to review the full range of potential extraordinary transactions — including a full-value sale or majority recapitalization — and to report the results to shareholders, with the stated objective of maximizing long‑term, risk‑adjusted shareholder value.
The Founder Parties also describe having asked the Board to place non‑binding advisory questions on the October 30 annual meeting agenda: restoring prior bylaw voting standards used at the IPO (majority of shares outstanding to amend bylaws and plurality voting for directors) in place of current higher thresholds, and increasing Fermi’s general REIT ownership limit from 2.5% to 9.8% to allow larger institutional positions. They highlight stock performance since the April 17 CEO change and other Board decisions, contrast this with their view of Fermi’s “one‑of‑one” Project Matador asset base in power, land and water, and argue that an independent review would test whether an extraordinary transaction could deliver more value than the existing standalone plan. The materials state that they are not soliciting proxies and are not asking the Board to commit to any predetermined transaction.