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Executive Summary

Co-founder and largest shareholder Toby Neugebauer (beneficially owning ~278M shares, ~23% of FRMI) filed this DFAN14A to escalate his proxy fight against the Fermi board. He is calling for a special shareholder meeting on or around June 30, 2026, to elect seven new independent directors who would run a dual-track strategic process — evaluating both a full sale/strategic partnership and the standalone tenant-lease plan for Project Matador. Neugebauer argues the current board has entrenched itself (adopting a 70% supermajority bylaw, refusing a strategic review, and losing a federal lawsuit to block the vote) and that a competitive process could unlock significant value given 30+ credible buyers across six categories. The filing includes a detailed investor presentation and transcript of a May 21 shareholder webinar.

Key Facts

• Toby Neugebauer beneficially owns 278,032,070 shares of FRMI common stock (139,016,035 personally, 44,656,376 via Vicksburg Investments Management LLC, 94,359,659 via Melissa A. Neugebauer 2020 Trust), representing approximately 23% of outstanding shares.
• Neugebauer is seeking to elect seven new directors (David Daglio, Charles Elson, John Jimenez, Janet Yang, Juan Pujadas, Sheila Hooda, and himself) at a special meeting targeted for June 30, 2026.
• The activist proposes a dual-track process: Path 1 = M&A/sale of the company; Path 2 = management continues tenant leasing strategy, with both evaluated on the same framework by an independent board.
• Neugebauer claims the board refused to run a strategic alternatives process, adopted a 70% supermajority bylaw to block board expansion (insiders hold ~22.5%), and filed a federal lawsuit that was denied.
• The filing estimates 30+ legitimate buyers across six categories: hyperscalers, oil & gas majors, data center developers, infrastructure PE/sovereign wealth funds, neoclouds, and chip/semiconductor companies.
• Neugebauer states he is not seeking to return as CEO and has not sold a single share since the IPO lockup expired.
• The activist targets a 75-day timeline from filing to definitive agreement (by August 1, 2026).

Financial Impact

No specific financial figures from the filing; Neugebauer argues a strategic sale could capture a control premium vs. standalone public-market valuation at ~$5-7/share (80% below IPO peak). Illustrative estimates suggest a data center developer could generate ~$990M annual EBITDA per GW, a hyperscaler ~$5.6B, and a chip company ~$10.5B.

Risk Factors

• The 70% supermajority bylaw makes it mathematically difficult for the activist to win without near-unanimous public shareholder support (requires ~77.5% of votes cast).
• The board may continue legal challenges or adopt additional defensive measures (poison pill, classified board).
• Neugebauer's termination for cause (disputed) and the departure of seven top executives create operational uncertainty.
• Project Matador requires $70B+ in Phase 1-4 capex — a sale process may not materialize at attractive terms if tenant leasing fails or financing markets tighten.
• Historical model performance on FRMI shows negative average call P&L at T+20 (-17.32%) with a 40% win rate, suggesting prior bullish calls have underperformed.

Market Snapshot

Investment Themes

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

US Market Status