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. faces a shareholder-led proxy contest centered on a May 29, 2026 special meeting. A U.S. district court denied the company’s request for a temporary restraining order and preliminary injunction seeking to block the meeting called by Toby Neugebauer. The filing states that, hours after the court decision, the board adopted bylaw amendments raising the threshold to seat directors at special meetings to 70% of outstanding shares from the prior 50% requirement and that the company has filed a lawsuit seeking judicial clearance of those amendments. The participants plan to solicit proxies using blue and green cards and to file definitive Schedule 14A proxy statements for the May 29 meeting and a shareholder-called meeting anticipated on or around June 30, 2026. The filing discloses beneficial ownership figures for the Fermi Founder Parties from a Schedule 13G filed on November 14, 2025.
Fermi Inc. reported first quarter 2026 results alongside a major build‑out of its AI-focused power campus. The company recorded a net loss of $188.7 million, or $0.30 per diluted share, driven largely by $134 million of non-cash share-based compensation and a $25 million loss on extinguishment of its Macquarie term loan.
Fermi has invested heavily in Project Matador, with property, plant and equipment rising to about $1.43 billion as of March 31, 2026 after deploying $441 million of capital in the quarter. Total assets reached $1.78 billion, funded in part by $421 million of debt and $1.07 billion of stockholders’ equity.
Liquidity included $243 million of cash and restricted cash and nearly $1 billion of equipment and corporate financing commitments, such as a $500 million MUFG facility and a $156 million Yorkville commitment. Operationally, Fermi secured over 2 GW of power generation, obtained a roughly 6 GW Clean Air Permit, advanced additional permitting toward a potential 17 GW, and continued construction on its 7,500‑acre Project Matador site to support hyperscale AI tenants.
Fermi Inc. reported that its board approved an amendment and restatement of the company’s Bylaws, effective May 13, 2026. The key change is a new supermajority vote requirement for shareholders to modify certain governance provisions.
Under revised Article IX, any shareholder proposal to change Section 3.2 on the number and tenure of directors or Article IX on amendments now needs approval from at least 70% of all classes of stock entitled to vote in director elections, voting as a single class. The full Amended and Restated Bylaws are provided as an exhibit.
Fermi Inc. shareholders Toby R. Neugebauer and affiliated parties are soliciting proxies and agent designations relating to two upcoming shareholder meetings. The Participants intend to file definitive Schedule 14A proxy statements with a BLUE proxy card for the special meeting called for May 29, 2026 and a GREEN agent designations card for a shareholder‑called special meeting anticipated on or around June 30, 2026.
The Neugebauer family stated they will gift a portion of their shares to charities if the company elects REIT status and must satisfy the 5/50 Rule, and they say these gifts were their original intention. The filing cites a Schedule 13G reporting that Mr. Neugebauer and two affiliated entities beneficially own 139,016,035, 44,656,376 and 94,359,659 shares, respectively.
Fermi Inc. participants led by Toby R. Neugebauer announced they will file definitive proxy materials on Schedule 14A to solicit votes to elect a slate of director candidates at a special meeting called for May 29, 2026. The participants also plan to solicit agent designations for a shareholder‑called special meeting anticipated on or around June 30, 2026.
The disclosure notes the Neugebauer family intends to gift a percentage of their shares to charitable foundations if the company elects REIT status triggering the 5/50 Rule. The filing references a November 14, 2025 Schedule 13G showing combined beneficial ownership: Toby R. Neugebauer 139,016,035 shares, Vicksburg Investments Management LLC 44,656,376 shares, and Melissa A. Neugebauer 2020 Trust 94,359,659 shares.
Fermi Inc. proxy solicitation: Toby R. Neugebauer and affiliated parties have nominated a slate of director candidates for a Special Meeting called for May 29, 2026, and state they may hold a shareholder-called meeting on or around June 30, 2026. The slate includes David A. Daglio Jr., Charles M. Elson, John T. Jimenez, Janet Yang and Mr. Neugebauer; two additional nominees, Juan A. Pujadas and Sheila Hooda, would stand for election at the anticipated June 30, 2026 shareholder-called meeting. The filing says Mr. Neugebauer and related parties own ~40% of outstanding shares (the filing also states Mr. Neugebauer beneficially owns 139,016,035 shares and affiliates hold 44,656,376 and 94,359,659 shares per a Schedule 13G). The proxy materials and blue/green proxy cards will be filed with the SEC for solicitation.
Fermi Inc. founder and largest shareholder Toby R. Neugebauer has nominated a slate of independent directors and called a special shareholders' meeting for May 29, 2026 to elect the nominees, including David A. Daglio Jr., Charles M. Elson, John T. Jimenez, and Janet Yang.
Mr. Neugebauer says the slate is focused on executing a credible sale or strategic partnership for Project Matador (over 2 GW contracted, ~6 GW permitted, and about $1 billion of financing closed). The filing notes the founder parties and related entities own roughly ~40% of outstanding shares, with Mr. Neugebauer directly holding about 23%.