- Toby Neugebauer says the Board must act quickly to restore stakeholder confidence.
- Shares down roughly 20% since Board announced they had met all 90-day objectives on August 13, 35% since the Board removed the choice of a dual-path strategic process on July 2, and 20% since the Board removed Neugebauer as CEO on April 17.
- Reiterates Fermi is significantly undervalued as one of one asset: a private power utility with private power, private transmission, and private water, all on a scalable campus, with minimal use of public infrastructure, empowering America to win the AI race while protecting the ratepayers.
- Files proposal under SEC Rule 14a-8 for Board to retain an independent, nationally recognized investment bank to review the full range of extraordinary transactions available to the Company
DALLAS, Sept. 11, 2026 /PRNewswire/ — Toby R. Neugebauer, with Vicksburg Investments Management LLC and the Melissa A. Neugebauer 2020 Trust (collectively, the “Fermi Founder Parties”), the largest shareholder of Fermi Inc. (Nasdaq: FRMI) at approximately 22% of shares outstanding, has taken three actions ahead of the Company’s October 30 Annual Meeting: a letter to Fermi’s Board of Directors sent September 9, followed by a detailed presentation delivered September 10, and a formal shareholder proposal submitted September 10 under SEC Rule 14a-8 requesting that the Board retain an independent, nationally recognized investment bank to review the full range of extraordinary transactions available to the Company. [View the supporting documents in the media kit.]
Fermi shares touched an intraday low of $5.26 in early trading on September 10. Despite the Board’s public announcement on August 13 that it had completed all five objectives of its 90-day plan: shares are down roughly 20% since that announcement, 35% since the Board removed the choice of a dual-path strategic process on July 2, and 20% since the Board removed Neugebauer as CEO on April 17.
In this week’s filings, Neugebauer points to specific gaps behind that market reaction: the Company’s 222 MW TensorWave lease represents less than 5% of Fermi’s stated 4.8 GW of near-term power opportunity; as of the morning of September 10, the Company had not confirmed the guaranteed agreement it previously said would support that lease, nor that the underlying project financing had been secured; a 2.5% ownership cap in Fermi’s charter continues to limit the size of position any single institutional investor can hold; and four months and a search firm later, the Board named one of its own (Lee McIntire) as CEO. The timing was proof there was no outside taker for the role. Intending no disrespect to Lee’s career, the Company itself indicated him as only a temporary solution. Counterparties and executive teams considering staking billions on Project Matador rightfully want to know who is running the Company.
“The issue is not simply that Fermi’s stock has declined – it’s that the stock is only one of many indicators of the lack of confidence that stakeholders have in the Company. When I paused the proxy contest, I had expected the Company to finalize the agreements with the counterparties my team and I had engaged while at the Company on the same terms we had agreed on. I hoped to see the volume of execution increase as opposed to stagnate. The Board and management team have fallen significantly short on the promises they made to the institutional and retail investor communities post my termination, during the proxy contest, and as part of the convertible note offering.
“Fermi was capitalized and taken public as something scarce: a private utility with private power, private transmission, and private water, all on a scalable campus, with minimal use of public infrastructure. That makes Project Matador the most extraordinary place to generate AI compute at scale while not taking advantage of citizens in the midst of an AI crisis that is taxing local ratepayers. The problem is that shareholders have watched five months of Company announcements and a stock price that keeps saying the market doesn’t believe this Board or management team. I’ve never asked the Board to sell this company. I’ve asked it to fulfill its fiduciary responsibility, find out with a real independent banker and a real process, what it’s actually worth — and to stop making it harder for the people who own it to have a say in its future.” – Toby Neugebauer.
The Actions
1. Rule 14a-8 Shareholder Proposal (submitted September 10): Vicksburg Investments Management LLC has submitted a formal proposal requesting that the Board retain an independent, nationally recognized investment bank to evaluate the full range of extraordinary transactions — including a full-value sale or a majority recapitalization with a strategic counterparty — that could maximize long-term, risk-adjusted shareholder value, and to report the results of that review to shareholders. The proposal explicitly does not ask the Board to pursue any predetermined transaction or to disturb the Company’s existing standalone plan; it asks only that extraordinary transactions be tested against it.
2. Letter and Presentation to the Board (September 9–10): Separately, Neugebauer wrote to Fermi’s Board asking it to voluntarily place two additional non-binding, advisory questions before shareholders at the Annual Meeting: restoring the Company’s bylaws to the voting standards they themselves intentionally discussed and passed prior to the IPO — a majority of shares outstanding to amend bylaws and a plurality of votes cast to elect directors — in place of the 70% supermajority and majority-of-all-outstanding-shares standards adopted since April; and raising Fermi’s general REIT ownership limit from 2.5% to 9.8%, in line with peers such as Digital Realty, Equinix, and Prologis, so institutional investors can build meaningful positions in the Company. The letter and presentation are linked here.
Finally, so that all shareholders as they evaluate these proposals can make the most informed decision at the upcoming Annual Shareholder Meeting, Mr. Neugebauer encourages Mr. Haas and Mr. McIntire to release all written communications between Mr. Neugebauer and the Board since the Company went public on October 1, 2025, so that each shareholder has all the facts.
Toby and Melissa Neugebauer have not sold a share since Fermi’s IPO. The Neugebauers notified the Board that the Donor Advised Fund will soon fulfill charitable commitments previously made in Fermi’s name to organizations in the Amarillo community; Neugebauer said his family’s commitment to Amarillo and the Texas Panhandle “remains steadfast.”
P.S. To understand Fermi speed is to understand there is no time for “a breather.”
About the Fermi Founder Parties
The Fermi Founder Parties are Toby R. Neugebauer, Vicksburg Investments Management LLC, and the Melissa A. Neugebauer 2020 Trust, together the largest individual shareholder group in Fermi Inc. at approximately 22% of shares outstanding.
This press release has been issued by Toby Neugebauer and his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”). The Fermi Founder Parties are not soliciting authority to vote any proxy of any shareholder, are not able to vote any proxy from any shareholder, and will not accept any proxy from any shareholder.
View original content:SOURCE Toby Neugebauer
