FRMI Fermi Inc.
Price Chart
Executive Summary
Co-founder and former CEO Toby Neugebauer is waging a proxy fight to expand the board from 7 to 12 directors and elect his slate of five nominees, including himself, at a Special Meeting on May 29, 2026. The goal is to force a strategic review that could lead to a sale or partnership of Project Matador, an AI power and data-center infrastructure platform. The company has purportedly canceled the meeting, setting up a legal battle over shareholder voting rights.
Actionable Insight
This is a high-stakes proxy contest with a clear catalyst: the May 29 Special Meeting and the legal fight over its validity. If Neugebauer wins in court and at the ballot box, the stock could re-rate on M&A speculation. If the company's cancellation stands, the stock may decline on governance risk. Monitor court rulings on the meeting cancellation and proxy advisory firm recommendations (ISS/Glass Lewis).
Key Facts
- Co-founder/former CEO Toby Neugebauer (23% beneficial owner) called a Special Meeting for May 29, 2026 to expand the board by 5 seats and elect his slate of 5 nominees.
- The company purportedly canceled the Special Meeting on May 4, 2026; Neugebauer intends to challenge the cancellation in court.
- Neugebauer's nominees are Toby Neugebauer, David A. Daglio, Charles M. Elson, John T. Jimenez, and Sunghee Janet Yang.
- The dissident slate, combined with two current Neugebauer-aligned directors, would constitute a board majority (7 of 12 seats).
- The stated goal is to launch a 'credible and rigorous strategic review' including a potential sale or strategic partnership for Project Matador.
- Project Matador is described as a 7,500-acre, 17 GW private power grid and data-center campus in Amarillo, TX, with ~$1B in financing facilities from MUFG.
- Neugebauer states he does not intend to return to management if elected; his focus is on a change-of-control transaction.
- The filing notes Neugebauer's prior company GloriFi filed for Chapter 7 bankruptcy in 2023, and he faces related litigation.
Financial Impact
No deal value or premium specified. Project Matador has secured approximately $1 billion in financing facilities. Neugebauer's combined beneficial ownership is 146,516,035 shares (23.0% of outstanding).
Risk Factors
- Legal uncertainty: the company's purported cancellation of the Special Meeting could delay or derail the vote.
- Neugebauer's prior bankruptcy (GloriFi) and related litigation create execution and credibility risk.
- No guarantee a sale or strategic transaction materializes, or that any premium would be attractive.
- Potential for prolonged, distracting proxy fight that delays Project Matador's development milestones.
Market Snapshot
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| PREC14A Filing (Primary) | 0001213900-26-051937 |
| Document: 0001213900-26-051937-index-headers.html | 0001213900-26-051937 |
| Document: 0001213900-26-051937-index.html | 0001213900-26-051937 |
| Document: 0001213900-26-051937.txt | 0001213900-26-051937 |
Filters
| Type | Now | ||||
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Jun 9, 2026
today
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DFAN14A
| $5.69 awaiting T+1 | awaiting T+1 | — | $5.70 (+0.26%) |
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Jun 8, 2026
1d ago
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DFAN14A
| $5.69 awaiting T+1 | awaiting T+1 | — | $5.70 (+0.26%) |
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Jun 5, 2026
4d ago
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DFAN14A
| $5.78 awaiting T+1 | awaiting T+1 | — | $5.70 (−1.38%) |
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Jun 4, 2026
5d ago
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DFAN14A
| $6.17 awaiting T+1 | awaiting T+1 | — | $5.70 (−7.62%) |
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Jun 3, 2026
6d ago
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DFAN14A
| $6.18 $5.78 | ▼ −6.47% | ▼ −3.90% | $5.70 (−7.77%) |
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Jun 3, 2026
6d ago
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DFAN14A
| $6.09 $6.18 | ▲ +1.48% | ▲ +1.08% | $5.70 (−6.40%) |
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Jun 2, 2026
7d ago
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DFAN14A
| $6.60 $6.09 | ▼ −7.73% | ▼ −7.01% | $5.70 (−13.64%) |
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May 29, 2026
11d ago
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DFAN14A
| $6.98 $6.60 | ▼ −5.44% | ▼ −5.70% | $5.70 (−18.34%) |
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May 28, 2026
12d ago
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DFAN14A
| $6.98 $6.60 | ▼ −5.44% | ▼ −5.72% | $5.70 (−18.34%) |
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May 26, 2026
14d ago
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DFAN14A
| $6.43 $6.58 | ▲ +2.33% | ▲ +2.32% | $5.70 (−11.35%) |
US Market Status
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