REG - Fermi Inc. - Preliminary Consent Revocation Statement

FermiAnnouncement

18/05/2026 13:30

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RNS Number : 6917E  Fermi Inc.  18 May 2026

Fermi Files Preliminary Consent Revocation Statement

 

Board is Committed to Acting in the Best Interests of Fermi Shareholders and

Cites Strong Momentum Behind Fermi 2.0

 

DALLAS, May 18, 2026 - Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI), operating as
Fermi America™ ("Fermi" or the "Company"), today announced that on May 15,
2026, it filed a preliminary Consent Revocation Statement (the "Revocation
Statement") with the U.S. Securities and Exchange Commission ("SEC"). The
Revocation Statement responds to former Chief Executive Officer Toby
Neugebauer's preliminary consent solicitation, in which Mr. Neugebauer is
seeking to solicit shareholder consent to hold a Special Meeting of
Shareholders ("Special Meeting") on or about June 30, 2026. Fermi's Revocation
Statement provides specific reasons why Mr. Neugebauer's proposals are not in
the best interests of Fermi shareholders, including information regarding his
removal as CEO and subsequent termination for cause by an Independent
Committee of the Board.

 

The Board issued the following statement:

 

The Fermi leadership team is executing a well-defined plan that it believes
will maximize shareholder value. The Board has overseen the Company's
evolution into its next phase of growth, advancing Fermi 2.0 and Project
Matador, while driving progress across key construction, regulatory and
financing milestones.

 

The Board is committed to evaluating all transactions that could maximize
long-term value for shareholders, but it will not be forced into a
short-sighted decision that benefits only Mr. Neugebauer and his affiliates at
the expense of all others who experienced significant losses under his tenure
as CEO.

 

After careful consideration and consultation with independent financial and
legal advisors, an Independent Committee of the Board unanimously concluded
that the Special Meeting solicitation launched by Mr. Neugebauer is not in the
best interests of the Company or its shareholders. As detailed in the
Company's preliminary Consent Revocation, our recommendation for shareholders
is based on the following considerations:

 

·    Fermi 2.0 is delivering tangible results. As the management team
described on its May 14, 2026 earnings call, which was well received by the
financial community, interest has accelerated under the recent leadership
changes. Fermi is also seeing increased engagement with investors and
partners, reinforcing confidence in the Company's strategy and its ability to
deliver long-term shareholder value.

 

Project Matador continues to advance with clear visibility toward power
delivery, and the Company, in partnership with a leading executive search
firm, is actively conducting a search for a highly qualified CEO to lead its
next phase of growth. The Company has secured nearly $1.0 billion in financing
commitments, established over $1.4 billion in infrastructure positioning it to
execute its near-term plan, and taken steps to strengthen its capital
structure by replacing high-cost debt with more favorable equipment financing.

 

·    Mr. Neugebauer's record as CEO raises significant concerns regarding
his leadership and ability to execute. During his tenure, Fermi's stock
declined more than 80% from its IPO, driven principally by the absence of a
signed tenant.

 

·    Mr. Neugebauer's employment was ultimately terminated for cause. The
Board removed Mr. Neugebauer as CEO on April 17, 2026, and he was subsequently
terminated for cause by an Independent Committee of the Board. The Independent
Committee terminated Mr. Neugebauer for cause due to his misrepresentations to
the Board, public communications inconsistent with his fiduciary duties and a
pattern of conduct in violation of Company policies. Additionally, his
behavior as CEO created disruption to operations and presented a significant
threat to meaningful relationships with key stakeholders at a pivotal time in
the Company's growth trajectory.

 

·    Mr. Neugebauer's proposals are designed to force a sale at a price
that is far below Fermi's intrinsic value. The Board and management team
believe that an immediate sale would not be in the best interests of
shareholders and could result in a value-destructive outcome, primarily
benefiting Mr. Neugebauer and his affiliates, who received their stock pre-IPO
for consideration at less than $0.01 per share, while locking in substantial
losses for Fermi's public shareholders. His cost basis and that of public
shareholders would not be aligned in such a transaction, and the Independent
Committee will not support a forced sale at depressed trading levels.

 

·    Certain critical commercial counterparties have made clear that
Fermi's path forward depends on stable leadership and governance. During Mr.
Neugebauer's tenure, he damaged relationships with certain business partners,
with more than one counterparty threatening to terminate its agreement with
Fermi as a result of Mr. Neugebauer's conduct. Counterparties also conditioned
their willingness to continue to do business with Fermi on Mr. Neugebauer no
longer being an executive or exerting control over the Company. Additional
counterparties, including potential institutional investors and private
infrastructure funds, have similarly conditioned their willingness to conduct
future business with the Company on assurances that Mr. Neugebauer would not
destabilize Fermi's governance or operations. Since his termination, these
partners have communicated increased confidence in Fermi. The Board believes
the return of Mr. Neugebauer to control the Company would put those
relationships at risk.

 

In recent public statements, Mr. Neugebauer has continued to suggest that a
Special Meeting will be held on May 29, 2026, despite the Company's prior
disclosure that such meeting was not validly called and has been cancelled in
accordance with the Company's bylaws. Mr. Neugebauer is now calling for a
second Special Meeting through a consent solicitation process for the same
purpose of taking control of the Board in a single election with his
hand-picked nominees in a manner designed to circumvent the governance
structure that he approved and which is intended to promote stable governance.
Should he secure control of the Board, Mr. Neugebauer may fundamentally alter
Fermi's strategic direction by forcing a rapid sale at a depressed valuation
without the support of a broad base of Fermi shareholders.

 

The Company's preliminary Revocation Statement is subject to the SEC review
process, and solicitation of consent forms or consent revocations is not
permitted prior to completion of this process.

 

Paul, Weiss, Rifkind, Wharton & Garrison LLP and Vinson & Elkins
L.L.P. are serving as legal counsel to the Company. Fermi has also retained
Alex Spiro of Quinn Emanuel Urquhart & Sullivan to assist with certain
litigation matters.

 

About Fermi America™

Fermi America™ (Nasdaq & LSE: FRMI) develops next-generation private
electric grids that deliver highly redundant power at gigawatt scale to
support next-generation intelligence and AI compute. Fermi America™ combines
cutting-edge technology with a deep bench of proven world-class
multi-disciplinary leaders with a combined 25 GW of experience, to create the
world's largest, 11 GW next-gen private grid, helping ensure America's energy
and AI dominance. The behind-the-meter Project Matador campus is expected to
integrate the nation's biggest combined-cycle natural gas project, one of the
largest clean, new nuclear power complexes in America, utility grid power,
solar power, and battery energy storage, to support hyperscale AI and advanced
computing. For additional information visit www.fermiamerica.com
(http://www.fermiamerica.com) .

 

Forward-Looking Statements

Statements contained in this press release which are not historical facts,
such as those relating to future events, are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Fermi
undertakes no duty to publicly update or revise such forward-looking
information, whether as a result of new information, future events, or
otherwise. Investors should consult further disclosures and risk factors
included in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, the Registration Statement on Form S-8 and other
documents filed from time to time with the SEC by Fermi.

 

Additional Information and Where to Find It

Fermi intends to file with the SEC a definitive Revocation Statement on
Schedule 14A in connection with the proposed solicitation by Mr. Neugebauer to
be able to call a special meeting of Fermi shareholders, as well as a
definitive proxy statement on Schedule 14A with respect to its solicitation of
proxies for any future meeting of the shareholders called as a result of Mr.
Neugebauer's solicitation, both containing a form of WHITE proxy card.

 

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE REVOCATION STATEMENT AND ANY SUCH PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY FERMI AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.

 

Investors and security holders may obtain copies of these documents and other
documents filed with the SEC by Fermi free of charge through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed by Fermi
are also available free of charge by accessing Fermi's website at
www.fermiamerica.com.

 

Participants in the Solicitation

Fermi, its directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of
revocations and proxies with respect to a solicitation by Fermi. Information
about Fermi's executive officers and directors is available in Fermi's Annual
Report on Form 10-K/A (the "Form 10-K/A") for the year ended December 31,
2025, filed with the SEC on April 30, 2026. To the extent holdings by our
directors and executive officers of Fermi securities reported in the Form
10-K/A have changed, such changes have been or will be reflected on Statements
of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents
are available free of charge at the SEC's website at www.sec.gov. Copies of
the documents filed by Fermi are also available free of charge by accessing
Fermi's website at www.fermiamerica.com (http://www.fermiamerica.com) .

 

Contacts

Investors

Rodrigo Acuna

IR@fermiamerica.com

 

Media
Joele Frank, Wilkinson Brimmer Katcher

Michael Freitag / Adam Pollack / Eliza Rothstein

212-355-4449

 

 

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