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Executive Summary

Co-founder Toby Neugebauer escalates his proxy fight against Fermi Inc. by filing two nearly identical DFAN14A press releases on May 12, 2026, announcing he will gift a portion of his family's shares to charity to address the 5/50 REIT ownership rule, while simultaneously pursuing two parallel special meetings: a May 29 meeting to elect his slate of five directors and expand the board, and a shareholder-called meeting around June 30 to solicit agent designations. The filings reveal a dual-track attack—one meeting for director elections and another for broader shareholder action—amid a backdrop of the company canceling the original meeting, a CFO departure, and a board appointment of his ally Larry Kellerman, signaling an increasingly hostile and litigious battle for control.

Key Facts

• Toby Neugebauer, co-founder and largest shareholder, beneficially owns 139,016,035 shares directly, with Vicksburg Investments Management LLC owning 44,656,376 shares and Melissa A. Neugebauer 2020 Trust owning 94,359,659 shares (total ~278M shares).
• Neugebauer is seeking to expand the board from 7 to 12 directors and elect his slate of five nominees at a Special Meeting on May 29, 2026.
• The company has purportedly canceled the May 29 meeting, setting up a legal battle over shareholder voting rights.
• Neugebauer is also pursuing a separate shareholder-called special meeting anticipated on or around June 30, 2026, via GREEN agent designations.
• On May 4, 2026, Larry Kellerman (Neugebauer ally and Chief Power Officer) was appointed to the board to fill the vacancy created by Neugebauer's departure.
• On April 29, 2026, Robert L. Masson was appointed Interim CFO, replacing the prior CFO.
• Neugebauer announced he will gift a percentage of his family's shares to charity to help Fermi meet the 5/50 REIT rule if the company elects REIT status.
• The company has threatened to confiscate some of Neugebauer's shares, according to the press release.

Financial Impact

Neugebauer controls approximately 278M shares; at a $3.4B market cap (~$12.23/share), his stake is worth ~$3.4B. The outcome of the proxy fight could determine control of the board and the strategic direction of the company, including potential sale of Project Matador.

Risk Factors

• Legal battle over the validity of the May 29 special meeting could delay or nullify the activist's efforts.
• The company may use the 5/50 REIT rule as a mechanism to dilute or restrict Neugebauer's voting power.
• Prolonged proxy fight could distract management and delay strategic initiatives, including Project Matador.
• Historical performance shows the stock has declined significantly during prior proxy-related filings, with a -28.86% average T+20 return on past reports.

Market Snapshot

Investment Themes

Documents Analyzed

This report is based on 8 SEC documents filed with EDGAR.

US Market Status