10K WIZARD 8:11 AM ET May-22-2026 

http://archive.fast-edgar.com/20260522/AE2ZD22CLZ22N22222TC2WY2ER7LZ2224Q82

Filed on: May 22, 2026

ChatGPT summary:

Bottom line

This May 22, 2026 DFAN14A is a much larger and more strategic proxy-solicitation filing from Toby Neugebauer’s side. It is not just a rebuttal; it lays out a proposed control-change process for Fermi’s board and argues that Fermi should run a dual-track strategic review: keep pursuing tenants while also exploring a sale, strategic partnership, recapitalization, or other full-market-value transaction. The filing was made by parties other than Fermi, including Vicksburg Investments Management LLC, Toby Neugebauer, the Melissa A. Neugebauer 2020 Trust, and six proposed independent nominees.

What was filed

The filing contains a transcript of Neugebauer’s May 21 investor webinar titled “Securing Maximum Value for Fermi Shareholders,” plus a press release and social-media materials. The message is aimed at shareholders ahead of an anticipated special meeting around June 30, 2026, using a GREEN agent-designation/proxy card.

Neugebauer frames himself as Fermi’s co-founder and largest shareholder and says he is not seeking to return as CEO. His stated goal is to elect a new board majority that will evaluate all value-maximizing options rather than commit only to the current standalone tenant strategy.

Core thesis

Neugebauer argues that Project Matador is a rare, difficult-to-replicate asset, but that Fermi’s current public-market valuation and cost of capital create major risk for existing shareholders. His stated risks are: leasing price risk, financing risk, dilution risk, and counterparty risk across customers, contractors, and vendors.

His proposed answer is a dual-track process:

Path	Meaning
Path 1: Strategic transaction	New board pursues M&A, strategic partnership, controlling-stake investment, full acquisition, or mixed cash/stock deal.
Path 2: Leasing / standalone plan	Existing management continues tenant negotiations and standalone development.

The filing says both paths should be evaluated by the same independent board using the same framework.

The “Three C’s” buyer framework

Neugebauer says the best owner or strategic partner for Project Matador should have:

Capital — low cost of capital and investment-grade balance sheet.
Customer — captive AI compute demand or customers who need power-backed compute capacity.
Construction — proven ability to build data centers and large infrastructure at world-class scale.

He identifies likely buyer categories as hyperscalers, chip/semiconductor companies, data-center developers, oil and gas majors, infrastructure/private equity/sovereign wealth funds, and neocloud companies.

Project Matador status claimed in the presentation

The filing presents Project Matador as an 11 GW+ private power-grid and data-center campus near Amarillo, adjacent to the DOE’s Pantex Plant, on a 7,500-acre, 99-year ground lease with the Texas Tech University System. It also claims roughly 6 GW of clean-air permitting approved, another 5 GW application pending, $1B+ in financing facilities, 2+ GW of generation capacity secured, a 450 MMcfd gas pipeline installed, firm gas transport, water infrastructure, and an NRC-accepted combined license application for a large-scale nuclear project. These are Neugebauer-side presentation claims, sourced in the presentation to Fermi filings, shareholder letters, 10-K/10-Q materials, and press releases.

For your Pantex-adjacency thesis, this filing is notable because it explicitly markets the site’s Pantex-adjacent locationas part of the asset package, not as a footnote.

Proposed board slate

The proposed special-meeting nominees are positioned as a board built for strategic review, capital markets, governance, energy finance, risk oversight, and construction-risk evaluation. The slate includes:

• David A. Daglio Jr. — former CIO of TwinFocus and Mellon Investments; prior Alkermes board.
• Charles M. Elson — corporate governance expert; Weinberg Center founding director; Enhabit and Encompass Health board history.
• John T. Jimenez — energy finance and operations; former CFO of BKV and BP Gas & Power Trading Americas; former BP Energy Company director.
• Janet Yang — capital markets and capital structure; CFO of Reveam; former W&T Offshore CFO; Integra Resources and Saturn O&G boards.
• Toby Neugebauer — co-founder, largest shareholder, Quantum Energy Partners background.
• Juan A. Pujadas — former PwC Global Advisory vice chairman; former Wells Fargo director.
• Sheila Hooda — Alpha Advisory Partners CEO; McKinsey alum; former senior roles at TIAA, Credit Suisse, Thomson Reuters, Bankers Trust; Enact Holdings board.

The filing states that each independent nominee signed a nomination agreement with Vicksburg Investments Management LLC.

Most important governance allegation

A central accusation is that Fermi’s incumbent board changed the rules “mid-game” by raising the vote threshold to add directors from 50% to 70%. Neugebauer’s presentation argues that, because insiders hold about 22.5%, the 70% threshold functions like an insider veto unless nearly all public shareholders support the founder-aligned group.

This is one of the filing’s most important governance points: Neugebauer is not merely arguing “sell the company.” He is arguing that shareholders are being structurally blocked from testing whether a new board should evaluate a sale, partnership, or standalone path.

Investor-relevant read

This filing increases the seriousness of the proxy fight. The May 20 filing was more of a “set the record straight” rebuttal. This May 22 filing is a full strategic campaign deck: it names the board slate, describes a buyer universe, argues for a rapid 75-day process, and frames Project Matador as an asset whose value may be higher to strategic buyers than to the public market.

The bullish interpretation is that Neugebauer’s side believes Fermi owns a scarce, power-rich AI data-center platform that could command a major strategic premium. The bearish interpretation is that the company is facing severe governance instability, high dilution risk, disputed leadership narratives, and a possible rushed sale process before the asset is fully de-risked.

What the filing does not prove

The filing does not prove that a sale would happen, that buyers will bid at the implied values, that the claimed timelines are realistic, or that the board’s actions were legally improper. The filing itself warns that shareholders should conduct their own investigation, says the participants make no warranty as to the completeness or accuracy of their communications, and emphasizes that forward-looking statements are uncertain.

ChatGPT's take

This is a major escalation. Neugebauer is effectively saying: Fermi’s asset may be too large, too capital-intensive, and too strategically valuable to remain on its current standalone public-company path without first testing the market. For diligence, the key things to watch next are the definitive proxy statement, any court rulings on the 70% threshold, confirmation of the special-meeting mechanics, buyer/tenant leaks, executive departures, and whether Fermi’s board responds with its own valuation or process defense.

Toby Neugebauer to Host Presentation Defining
Path to Maximizing Value for All Fermi Shareholders
Webinar will be on Thursday, May 21 at 4:00
PM CT/5:00 PM ET/10:00 PM BST
Shareholders and interested parties are invited
to attend
DALLAS, May 20, 2026 /PRNewswire/ --

Toby Neugebauer, co-founder and largest shareholder of Fermi Inc. (“Fermi” or the “Company”), today announced he will deliver a presentation clearly defining an optimal 75-day plan to maximize value for all Fermi shareholders on Thursday, May 21, 2026, at 4:00 PM CT/5:00 PM ET/10:00 PM BST.
“Project Matador is a world-class, highly
desirable asset with a share price that is disconnected from the value my team and I built over the last year. Shareholders deserve to
understand all available paths to maximizing that value. Unfortunately, Fermi’s current cost of capital requires a dual-path process that I believe must include a full-market-value sale or strategic partnership. As stated, I believe the best partners would have a lower cost of capital, expertise and experience in constructing a project of this magnitude, and be a customer, or have one at the table.
The election of my proposed highly qualified
*independent slate of Board directors, along with my current appointed directors — former Fermi CFO, Miles Everson, and Chief Power Officer, Larry Kellerman — would give shareholders a new Board majority focused on pursuing all value-maximizing options for the Company, while restoring proper governance and protecting shareholder rights. The owners of Fermi must decide its future,”*said Toby
Neugebauer.
To register for the webinar, please visit: https://www.webcaster5.com/Webcast/Page/3166/54079

Toby Neugebauer looks to wrest back control of the company from its new management

https://www.wsj.com/business/fermis-ousted-ceo-pushes-for-board-overhaul-vote-in-june-46902dc9

10K WIZARD 6:20 AM ET May-20-2026 

http://archive.fast-edgar.com/20260520/AE22D22CLZ22N24Z2SJC2MY2ER7LM222Z282

Filed on: May 20, 2026

ChatGPT summary:

Bottom line

This DFAN14A is a proxy-fight communication, not a normal operating update from Fermi. It was filed by Toby R. Neugebauer and allied participants, not by Fermi itself, and it is designed to persuade shareholders ahead of a contemplated special-meeting/proxy solicitation. The core message is Neugebauer’s rebuttal to Fermi’s board: he says his actions were not destructive or abusive, but instead were cost-control measures to stop contractor overbilling and protect shareholder value.

What was filed

The filing is a Schedule 14A soliciting material under Rule 14a-12. It names Fermi Inc. as the registrant, but the filing party is not the company. The listed filers/participants include Vicksburg Investments Management LLC, Toby R. Neugebauer, the Melissa A. Neugebauer 2020 Trust, David A. Daglio, Charles M. Elson, Sheila Hooda, John T. Jimenez, Juan A. Pujadas, and Janet Yang.

The filing attaches a May 19, 2026 press release titled: “Toby Neugebauer Sets the Record Straight: Protecting Fermi Shareholders from Rogue Contractors is a Fiduciary Duty, Not a ‘Liability.’”

Main claims made by Neugebauer’s side

Neugebauer disputes Fermi board allegations that he damaged commercial relationships. His explanation is that any “strained relationships” came from uncovering and stopping systemic contractor overbilling. The filing says that on December 31, 2025, Neugebauer and CFO Miles Everson ordered a full audit of third-party contracts, with contract leaders required to report daily on whether contracts should be terminated, renegotiated, or extended.

The filing also claims Neugebauer personally cross-checked “Site Metrics” against contractor invoices, held daily budget calls, and saved the company “millions of dollars” by terminating or renegotiating inflated contracts. Those are assertions by Neugebauer’s side, not independently audited findings in this filing.

He also rebuts the board’s “internal chaos” narrative by claiming there were zero employee resignations during his CEO tenure, while seven key executives and managers departed within weeks after his termination. Again, this is a disputed claim made in solicitation material, not a neutral HR disclosure.

What the proxy fight is about

Neugebauer and the other participants say they intend to file a definitive proxy statement, a GREEN agent-designation card, and related documents in connection with soliciting support for a special meeting anticipated around June 30, 2026. The purpose appears to be a shareholder-driven board-control effort.

The filing states that the Fermi Founder Parties previously filed a Schedule 13G reporting that Neugebauer beneficially owns 139,016,035 shares, while affiliated entities Vicksburg Investments Management LLC and the Melissa A. Neugebauer 2020 Trust beneficially own 44,656,376 and 94,359,659 shares, respectively. The filing says the other participants own no Fermi shares as of the filing date.

The company’s opposing narrative

Fermi’s board has publicly taken the opposite position. In a May 11 release, the board said Neugebauer attempted to call a special meeting to add directors, take control of the board, and force a sale of the company at a depressed valuation. Fermi also said he was removed and terminated for cause due to serious misconduct and policy violations. (PR Newswire)

So this DFAN14A is best read as Neugebauer’s counterattack in an escalating governance dispute. The board says he was harmful and trying to seize control; Neugebauer says he was enforcing discipline against contractors, protecting liquidity, and defending shareholders.

Investor-relevant implications

1. Governance risk is high.
This is now an open control fight involving Fermi’s founder/largest shareholder, the board, competing narratives, and a potential special meeting. That usually creates uncertainty around strategy, leadership, capital allocation, and deal-making.

2. Project-execution risk is also visible.
Even if Neugebauer’s version is correct, the filing implies serious contractor, invoicing, cost-control, and vendor-relationship problems around Fermi’s buildout. If the board’s version is correct, then the issue may be leadership behavior and damaged counterparties. Either way, the filing points to stress in project execution.

3. The filing does not prove contractor overbilling.
It alleges overbilling and says millions were saved, but it does not identify contractors, quantify savings in detail, attach invoices, disclose audit results, or provide third-party validation.

4. Employee continuity is a key diligence item.
The claimed departure of seven key executives/managers after Neugebauer’s termination is important because Fermi’s business depends on execution across finance, permitting, community engagement, tenant acquisition, energy development, and construction.

5. Shareholder-control math matters.
Neugebauer’s reported beneficial ownership makes him a highly material actor even if he is no longer CEO. Any investor analysis needs to treat this as a founder-control contest, not just a management personnel dispute.

My read

This filing is not bullish or bearish by itself; it is a signal that Fermi is in a serious boardroom fight at exactly the time it needs disciplined execution for a massive energy/data-center infrastructure buildout. The key question is whether Neugebauer’s cost-control narrative is true and value-protective, or whether the board’s misconduct/relationship-damage narrative is closer to reality.

For diligence, I would watch next for: the definitive proxy statement, any litigation filings, bylaw amendments, named executive departures, disclosed contractor disputes, special-meeting validity rulings, and whether Fermi discloses any material impact to Project Matador counterparties.

• wsj.com

I honestly can’t wrap my head around this. Can’t he just shut up, let the pros do their thing, and slowly become incredibly rich? Why is he so adamant about selling the company?

Light Wave technology and a single big chip isn’t going to solve that there isn’t enough energy to power AI networks and the community. This makes FRMI one of the most valuable players if they can build it. If they build it they will come. This could be the biggest winner in all of the AI plays. The biggest risk is management. The current board is solid without Toby involved. He wants to sell us short of this potential windfall to protect his own interests. He has a history of putting his own interests first and screwing everyone else. He is on his way out and I believe the current board will make those willing to take a risk for a reward of a lifetime

https://www.prnewswire.com/news-releases/toby-neugebauer-wins-in-court-responds-to-new-fermi-defensive-actions-302772941.html

Just a bit of a fun post, but i’m also curious on what the consensus is in this group. Toby is still pushing hard for a shareholder vote for a fast sale of the company.

If you would like to see fermi continue to execute its business plan laid out today, like the post.

If you want a sale of the company now, comment sell company.

10K WIZARD

6:04 AM ET May-15-2026 

http://archive.fast-edgar.com/20260515/AN22922MZ22DQ2Z2222B22EZKPKMTZJ22282

Filed on: May 15, 2026

- - -

ChatGPT summary:
The URL you gave redirects to a Quantum eMotion Form 6-K, not Fermi’s 10-Q. I found the Fermi Inc. Q1 2026 Form 10-Q separately and summarized that.

Fermi Inc. Q1 2026 10-Q — key takeaways

Fermi is still pre-revenue. It has not commenced revenue-generating activities and expects substantially all revenue to come from lease income from hyperscaler tenants at Project Matador. Project Matador is described as an approximately 11 GW on-demand energy generation and powered-shell AI infrastructure campus in Carson County, Texas, expandable to about 17 GW with additional acreage/permits. (Stock Titan)

Financially, this is a very high-capital, high-risk development-stage company. As of March 31, 2026, Fermi reported $1.78B in assets, including $1.43B of property, plant and equipment, but also $421.3M of debt net and no operating revenue. (Stock Titan) It reported a $188.7M net loss for Q1 2026, including heavy share-based compensation and a debt extinguishment loss. (Stock Titan)

The biggest liquidity warning: management says cash and restricted cash were not sufficient to meet obligations over the next year before considering management’s plans, raising “substantial doubt” about going concern. Management says the doubt is alleviated by cash, restricted cash, undrawn Yorkville borrowing capacity, equipment financing, and sequencing capital expenditures, but says there is no guarantee those plans will work. (Stock Titan)

What the filing says about Project Matador

Fermi is pushing forward on long-lead power equipment. It bought or financed Siemens gas turbines: three SGT6-5000F units under a roughly $324.4M fixed-price arrangement, with about $276.6M paid by March 31, 2026. It also arranged financing for six Siemens SGT-800 turbines. (Stock Titan)

The company says it received final TCEQ approval for an approximately 6 GW Clean Air Permit and filed for an additional 5 GW permit, which would support up to about 11 GW of gas-fired generation if approved. It also says NRC environmental review has begun for a combined license application for four Westinghouse AP1000 reactors. (Stock Titan)

The land position remains tied to Texas Tech University System. Fermi’s TTU ground lease covers about 4,523 acres, with a possible additional 713-acre tract. Vertical data-center construction requires a TTU notice to proceed by December 31, 2026, conditioned partly on Fermi signing a Phase 1 tenant lease for at least 200 MW. (Stock Titan)

Capital needs

This is the most important part. Fermi estimates Phase 0 and Phase 1 may require more than $3B, with about $2B expected in the next twelve months, subject to definitive lease execution and tenant deployment timing. Across all phases, it estimates total capital needs of roughly $70B–$90B. (Stock Titan)

Fermi says it expects funding from tenant prepayments, project debt, vendor financing, federal tax credits, strategic equity, and similar structures. But as of the filing date, it says it has not entered into agreements with any tenants. (Stock Titan)

Major risks and red flags

The filing is unusually candid about execution risk. Fermi says it has not yet secured a tenant, may not achieve tenant adoption at needed pace/pricing, has taken on substantial new debt, and some debt obligations include triggers tied to tenant agreements by December 31, 2026. (Stock Titan)

It also reports ineffective disclosure controls due to material weaknesses in internal financial controls, including insufficient formalized processes, segregation of duties, and qualified finance/accounting personnel for a public company. (Stock Titan)

Legal risk is material. A putative securities class action alleges false or misleading statements tied to tenant demand/funding arrangements for Project Matador. Fermi says it will defend vigorously and cannot yet estimate possible loss. (Stock Titan)

Governance risk is also front and center. The filing says Fermi is undergoing a leadership transition after removal of former CEO Toby Neugebauer and resignation of former CFO Miles Everson. It also says Neugebauer’s proxy contest could disrupt strategy, financing, tenant relationships, employees, vendors, and investor confidence. (Stock Titan)

Bottom line

Fermi is trying to build an enormous AI-power/data-center campus before it has revenue or signed tenants. The filing shows real progress on land, permits, equipment procurement, and financing, but the business still depends on three big unlocks: signed hyperscaler tenants, project-level capital, and successful regulatory/permitting execution. The risk profile is extreme because the company is pre-revenue, highly levered, capital hungry, internally still maturing, and in a governance fight.