FRMI Fermi Inc.
Price Chart
Executive Summary
Co-founder and ~23% shareholder Toby Neugebauer filed definitive additional proxy materials nominating a slate of four independent directors (Daglio, Elson, Jimenez, Yang) for election at a Special Meeting on May 29, 2026, with two additional nominees (Pujadas, Hooda) if a shareholder-called meeting on June 30 is required. Neugebauer, who controls ~40% of shares with allies, seeks to expand the board from 7 to 12 and force a strategic review or sale of Project Matador, an AI power and data-center infrastructure platform. The company has canceled the meeting, setting up a legal battle over shareholder voting rights.
Actionable Insight
The proxy fight is escalating with a credible dissident slate and ~40% voting bloc. The legal battle over the canceled meeting is the key catalyst — if Neugebauer wins in court or forces a June 30 meeting, the probability of a sale or strategic partnership for Project Matador increases significantly. Monitor court rulings and ISS/Glass Lewis recommendations. A settlement with the board (e.g., board seats without a full fight) is possible but would likely still drive strategic review.
Key Facts
- Toby Neugebauer, co-founder and ~23% shareholder, nominated 4 independent directors for May 29 Special Meeting, plus 2 more for a potential June 30 meeting
- Neugebauer and allied parties (family, departed C-suite) own ~40% of outstanding shares
- Goal: expand board from 7 to 12 directors and force a strategic review or sale of Project Matador
- Project Matador: over 2 GW power generation, ~6 GW permitted, ~$1B in financing closed
- Company canceled the May 29 meeting, creating a legal dispute over shareholder voting rights
- Two recent board additions (Miles Everson, Larry Kellerman) were Neugebauer nominees under a September 2025 Director Nomination Agreement
- Interim CFO appointed April 29, 2026; Neugebauer departed as CEO in April 2026
Financial Impact
Project Matador has ~$1 billion in closed financing; Neugebauer controls ~40% of shares (~$1.28B at $3.2B market cap)
Risk Factors
- Legal uncertainty: court may uphold board's cancellation of the May 29 meeting, delaying the proxy fight
- Board may successfully defend against Neugebauer's slate, maintaining control and blocking strategic review
- Neugebauer's nominees lack direct REIT or data-center operating experience; some have limited public board tenure
- Historical calibration shows poor T+20 outcomes for high-score reports on FRMI (0% win rate), suggesting market may already price in some activist premium
Market Snapshot
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DFAN14A Filing (FRMI) — Batch item 1 | 0001213900-26-053850 |
| Document: 0001213900-26-053850-index-headers.html | 0001213900-26-053848 |
| Document: 0001213900-26-053850-index.html | 0001213900-26-053850 |
| Document: 0001213900-26-053850.txt | 0001213900-26-053850 |
| DFAN14A Filing (FRMI) — Batch item 5 | 0001213900-26-053848 |
| Document: 0001213900-26-053848-index-headers.html | 0001213900-26-053850 |
| Document: 0001213900-26-053848-index.html | 0001213900-26-053850 |
| Document: 0001213900-26-053848.txt | 0001213900-26-053850 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
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Jun 12, 2026
today
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DFAN14A
| $7.13 awaiting T+1 | awaiting T+1 | — | $7.14 (+0.14%) |
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Jun 10, 2026
2d ago
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DFAN14A
| $6.90 awaiting T+1 | awaiting T+1 | — | $7.14 (+3.55%) |
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Jun 9, 2026
4d ago
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DFAN14A
| $5.69 awaiting T+1 | awaiting T+1 | — | $7.14 (+25.59%) |
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Jun 8, 2026
4d ago
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DFAN14A
| $5.69 awaiting T+1 | awaiting T+1 | — | $7.14 (+25.59%) |
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Jun 5, 2026
7d ago
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DFAN14A
| $5.78 awaiting T+1 | awaiting T+1 | — | $7.14 (+23.53%) |
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Jun 4, 2026
8d ago
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DFAN14A
| $6.17 awaiting T+1 | awaiting T+1 | — | $7.14 (+15.72%) |
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Jun 3, 2026
9d ago
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DFAN14A
| $6.18 $5.78 | ▼ −6.47% | ▼ −3.90% | $7.14 (+15.53%) |
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Jun 3, 2026
10d ago
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DFAN14A
| $6.09 $6.18 | ▲ +1.48% | ▲ +1.08% | $7.14 (+17.24%) |
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Jun 2, 2026
11d ago
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DFAN14A
| $6.60 $6.09 | ▼ −7.73% | ▼ −7.01% | $7.14 (+8.18%) |
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May 29, 2026
15d ago
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DFAN14A
| $6.98 $6.60 | ▼ −5.44% | ▼ −5.70% | $7.14 (+2.29%) |
US Market Status
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