Fermi Board Announces Actions to Confirm No Special Meeting of Shareholders Has Been Called

Fermi Board Announces Actions to Confirm No Special Meeting of Shareholders Has Been Called

Former CEO Toby Neugebauer is Attempting to Fill the Board with His Acolytes to Force a Sale of the Company at a Depressed Valuation – Fermi's Stock Declined More than 80% During Neugebauer's Tenure

Fermi Board Will Continue to Take Actions That it Believes is in the Best Interests of All Shareholders

DALLAS, May 11, 2026 /PRNewswire/ -- Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI), operating as Fermi America™ ("Fermi" or the "Company"), today announced the unanimous decision by the Risk and Disclosure Committee of its Board of Directors (the "Board") to confirm the prior cancellation of the special meeting of shareholders (the "Special Meeting") former CEO Toby Neugebauer attempted to call on the eve of his removal for cause and scheduled for May 29, 2026.

Mr. Neugebauer attempted to call the Special Meeting to appoint five directors to the Board, thereby allowing him to take control of the Board and force the sale of the Company at a depressed valuation. As previously announced, Mr. Neugebauer was removed from the office of CEO and subsequently terminated for cause as a direct result of serious misconduct violating the terms of his employment agreement as well as multiple company policies. The Company did not consider the Special Meeting validly requested, and that request was previously rescinded by the Office of the CEO. Today's action was taken to confirm to shareholders that there is no Special Meeting on May 29, 2026, following Mr. Neugebauer's recent incorrect public statements to the contrary.

The Board issued the following statement:

While Mr. Neugebauer served as CEO of Fermi, the Company's stock price declined more than 80%. Following his ineffective stint as CEO, and as a result of conduct violating the terms of his employment agreement as well as multiple company policies, the Board determined to terminate Mr. Neugebauer's employment for cause.

Mr. Neugebauer's proposals, taken together, would result in Mr. Neugebauer taking control of the Company and advance his stated goal of selling Fermi quickly. The Board believes this conduct reflects the actions of a disgruntled former executive that are not in the interests of the Company's shareholders.

The Company believes that Fermi's market valuation does not reflect its intrinsic value, nor does it reflect the upside potential of the successful execution of Fermi 2.0 and the Company's strategic plan. Under the current Board, and following notable achievements for Project Matador across construction, buildout and regulatory milestones, Fermi is well positioned for its next chapter of innovation, operational excellence and client-focused service. As we build on our operational momentum, we believe we will maximize shareholder value.

Embarking down the path that would be paved by Mr. Neugebauer's effort to call a Special Meeting will serve only to lock in the value destruction Fermi experienced under his leadership. The Fermi Board will continue to take action that it believes is in the best interests of all shareholders.

Under Fermi's bylaws, the Board has authority to cancel any Special Meeting. On April 19, 2026, the Board validly delegated this authority to the Risk and Disclosure Committee.

Mr. Neugebauer is also seeking to solicit shareholder consents to hold a second Special Meeting of Shareholders on or about June 30, 2026, for the same purpose of taking control of the Board and forcing a sale of the Company. Fermi believes Mr. Neugebauer's consent solicitation is not in the best interests of its shareholders and recommends that shareholders not tender their consent.

About Fermi America™
Fermi America™ (Nasdaq & LSE: FRMI) develops next-generation private electric grids that deliver highly redundant power at gigawatt scale to support next-generation intelligence and AI compute. Fermi America™ combines cutting-edge technology with a deep bench of proven world-class multi-disciplinary leaders with a combined 25 GW of experience, to create the world's largest, 11 GW next-gen private grid, helping ensure America's energy and AI dominance. The behind-the-meter Project Matador campus is expected to integrate the nation's biggest combined-cycle natural gas project, one of the largest clean, new nuclear power complexes in America, utility grid power, solar power, and battery energy storage, to support hyperscale AI and advanced computing.

Forward-Looking Statements
Statements contained in this press release which are not historical facts, such as those relating to future events, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Fermi undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Investors should consult further disclosures and risk factors included in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and other documents filed from time to time with the SEC by Fermi.

Additional Information and Where to Find It
Fermi intends to file with the SEC a definitive revocation statement on Schedule 14A in connection with the proposed solicitation by Mr. Neugebauer to be able to call a special meeting of Fermi security holders, as well as a definitive proxy statement on Schedule 14A with respect to its solicitation of proxies for any future meeting of the shareholders called as a result of Mr. Neugebauer's solicitation, both containing a form of WHITE proxy card.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REVOCATION STATEMENT AND ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY FERMI AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.

Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Fermi free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Fermi are also available free of charge by accessing Fermi's website at www.fermiamerica.com.

Participants in the Solicitation
Fermi, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of revocations and proxies with respect to a solicitation by Fermi. Information about Fermi's executive officers and directors is available in Fermi's Annual Report on Form 10-K/A (the "Form 10-K/A") for the year ended December 31, 2025, filed with the SEC on April 30, 2026. To the extent holdings by our directors and executive officers of Fermi securities reported in the Form 10-K/A have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge at the SEC's website at www.sec.gov. Copies of the documents filed by Fermi are also available free of charge by accessing Fermi's website at www.fermiamerica.com.

Contacts

Investors
Rodrigo Acuna
IR@fermiamerica.com

Media
Joele Frank, Wilkinson Brimmer Katcher
Michael Freitag / Adam Pollack / Eliza Rothstein
212-355-4449

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SOURCE Fermi Inc.