Mr. Neugebauer has called for a shareholder meeting to elect highly qualified slate of new, independent board members willing to run a full strategic process and weigh all opportunities that maximize shareholder value

Mr. Neugebauer outlines core belief: Fermi is a world class company and Project Matador is a world class asset – deserving of the right stewards to realize its full potential

DALLAS, May 21, 2026 /PRNewswire/ — Toby Neugebauer, co-founder and largest shareholder of Fermi Inc. (“Fermi” or the “Company”), today hosted a presentation clearly defining an optimal 75-day plan to maximize value for all Fermi shareholders.

“I couldn’t be prouder of my and the team’s execution in the last 15 months. We built a world class asset in Project Matador, and my sole focus is on ensuring Fermi reaches its full potential – I want to take my grandkids in ten years’ time to Amarillo to show them America’s largest energy campus and largest platform for generating AI compute.

To do so and fulfill our obligations to shareholders, we need to evaluate every strategic path for the company at Fermi speed – that is why I’ve nominated a highly-qualified, independent board slate to conduct a dual-track process that includes both a full-market-value sale or strategic partnership, alongside evaluation of the standalone tenant plan.

I have never been more optimistic about the future of Fermi America, and I am certain that Project Matador’s best days are yet to come. I will continue to do everything in my power to support my former colleagues, ensure shareholder interests are protected, investment value is maximized, and the city of Amarillo and Texas Panhandle get the high-paying jobs and economic development they deserve,” said Toby Neugebauer.

The plan laid out by Mr. Neugebauer involves:

• A shareholder-called special meeting to elect seven new members to the Fermi board. All shareholders deserve an independent board laser-focused on evaluating all opportunities and maximizing value.
• A dual-path process that includes a full-market-value sale or strategic partnership, alongside evaluation of the standalone plan. There are many credible potential counterparties including hyperscalers, neoclouds/data-center platforms, chip manufacturers, and financial sponsors. A dual-track process can maximize competitive tension.
• Evaluation of potential buyers that have the “Three C’s”: Capital, Customer, and Construction. The best buyer of Project Matador, who will maximize value for Fermi shareholders, must satisfy the “Three C’s”: a low cost of capital and an investment-grade balance sheet, captive customer demand for state-of-the-art AI compute, and proven world-class construction capability.

Mr. Neugebauer also dispelled false claims that have been pushed out by a faction of the current board. On the webinar, Mr. Neugebauer made clear:

• He is not seeking to return as CEO. Mr. Neugebauer has nominated six highly qualified and completely impartial candidates to the Fermi board. Mr. Neugebauer has not asked them to do anything other than what is in the best interest of shareholders. He is not seeking the role of CEO.
• He is not seeking an immediate sale of the company. Mr. Neugebauer is calling for the board to fulfill its fiduciary obligation by considering all options through an impartial process led by a qualified board, not a limited committee of the incumbent board exercising sweeping, undisclosed powers.
• He was not terminated for cause. On April 17, the board terminated Mr. Neugebauer without cause. Fermi’s attempt to remove him for cause two weeks later was legally invalid and is subject to pending litigation.

The current board is using multiple legal tactics to suppress shareholder votes. Most recently, they filed a federal lawsuit to block investor action but lost in court. Hours after that defeat, they pushed through last-minute bylaw amendments. If left unchecked, these changes create a functional insider veto over the size of the board.

Mr. Neugebauer is refusing to let these stalling tactics succeed. He is moving forward with his solicitation to convene a Special Meeting of Shareholders on or around June 30, 2026. This meeting gives public investors the power to elect seven new board nominees and seat a new majority dedicated to maximizing shareholder value.

To watch a replay of the presentation, please visit: https://www.webcaster5.com/Player/Index?webcastId=54079&g=f126cc66-d1a8-4ce9-9f3f-e25beeb26b8f&uid=7382235&sid=

Important Information

Mr. Neugebauer and two of his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”), together with David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda and Juan A. Pujadas (collectively, the “Participants”) intend to file a definitive proxy statement on Schedule 14A, accompanying GREEN agent designations card, and other relevant documents with the SEC in connection with the solicitation of proxies with respect to the solicitation of agent designations for calling a special meeting of shareholders anticipated to be held on or around June 30, 2026 (the ” Special Meeting”).

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE GREEN PROXY CARD, THAT HAVE BEEN OR WILL BE FILED BY SUCH PARTICIPANTS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The Fermi Founder Parties filed a Schedule 13G with respect to the Company on November 14, 2025, which reported that Mr. Neugebauer beneficially owns 139,016,035 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock, and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares of Common Stock. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.

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SOURCE Toby Neugebauer