In the latest developments of the dispute between former and current leadership of Fermi Inc., the company spearheading Project Matador in the Texas Panhandle near Amarillo, amounts of Fermi stock held by shareholders has been brought to the forefront.
Project Matador — a massive AI data center campus and private hypergrid under construction steadily making progress — was first announced by Fermi in June 2025. In September of that year, Fermi filed paperwork with federal regulators for a proposed initial public offering. The company’s IPO was held Oct. 1.
Court denies Fermi’s request to prevent shareholders meeting
An order from the U.S. District Court for the Northern District of Texas this week denied Fermi’s application for a temporary restraining order and request for a preliminary injunction that sought to prevent a special meeting of shareholders called for May 29 by Toby Neugebauer, a co-founder and CEO of Fermi before he was removed from the board and terminated “with cause”.
“Fermi attempted to go to court to silence us. I am grateful for the Court’s rejection of Fermi’s attempts to prevent shareholders from exercising their fundamental rights to convene the Special Meeting and communicate about it,” Neugebauer said of the ruling. “Rather than respect the Court’s decision and allow shareholders to decide the future of Fermi, a small group of board members immediately adopted reactionary, defensive bylaws that would, if upheld, make it nearly impossible for shareholders to expand the board and seat new directors. Every shareholder should contest this attempt to change the rules two weeks before a shareholder meeting. It is an unprecedented act of entrenchment — they’re simply running scared because they don’t want shareholders to have a real voice.
“If Fermi’s desperate action stands, it raises questions about the extent to which Texas corporate governance law will actually protect shareholder interests.”
The board voted May 13 to amend the company’s bylaws so that any proposed change to them would require “the affirmative vote of shares representing not less than seventy percent (70%) of all classes of stock of the Corporation entitled to vote in the election of directors, voting as one class.” Also Wednesday, Fermi filed a lawsuit requesting court recognition of its bylaw amendment.
“Fermi’s former CEO has claimed that he and his affiliates currently control approximately 40% of Fermi’s outstanding shares, which represents an outsized level of influence under the previous Bylaws. Consistent with best governance practices for shareholder approval of conflicted transactions, a 70% vote to approve Mr. Neugebauer’s proposal would require approximately half of the shareholders unaffiliated with him to amend the Bylaws as he intends,” Fermi said in a news release. “The Board’s amendment does not change the percentage of shareholders necessary to call a special meeting, which remains at 50% of the Company’s outstanding shares.”
Neugebauer said rather than build on Fermi’s success under his leadership, three board members voted to terminate him without cause, and seven of the company’s executives and critical execution team members have left since his termination.
Fermi released its company report May 14 for the first quarter of 2026. “After today’s earnings call, we remain convinced Fermi requires a dual-path process to maximize shareholder value,” Neugebauer said.
Neugebauer family to give some Fermi shares to charity
Neugebauer said he remains the largest shareholder of the company. As previously reported, he along with the Neugebauer family, and other executives and management who left Fermi on or after April 17 own around 40% of the company’s outstanding shares.
However, Neugebauer responded May 12 to the company “threatening to confiscate some of his family shares by announcing that he and his family have decided to gift a percentage of their shares” to foundations and charities, according to a news release. This would help the company solve the “5/50 REIT Rule” if and when the company qualifies as a REIT. “The Neugebauer family, undeterred by threats, believe this is a far better result and are honored to be able to help others in this manner,” the release states.
A certain time after it becomes a REIT (Real Estate Investment Trust) by making the relevant tax election, Fermi would be required to meet the 5/50 Rule, meaning that the company’s top five shareholders who are individuals cannot hold more than 50% ownership of Fermi, the release says.
The Neugebauers said they believe that electing REIT status for 2025 and/or 2026 serves no material tax purpose today, but they said they intend to make these supporting gifts to charitable organizations regardless. “Gifting these shares was the Neugebauers’ intention all along. The board’s actions simply accelerated the execution,” the release said.
Neugebauer had announced plans for a public meeting that would provide shareholders with their first opportunity since the IPO to express their views about the future of the company. An SEC filing said the meeting would be held to amend the company’s bylaws, increase the board size and elect new members. Fermi said in response that the SEC filings reflected the actions of a disgruntled former executive, and that the company’s stock price had a decline of more than 80% while Neugebauer was CEO.
Fermi stated on May 11 that a committee had moved to confirm prior cancellation of the meeting Neugebauer called for May 29. The board said his attempt to call another meeting in June is not in the best interests of its shareholders and recommends that shareholders not tender their consent.
Neugebauer’s proposal for a meeting and new board members came in the wake of his removal and major changes announced by Fermi, including a new corporate headquarters in Dallas.
According to a Forbes article about the Fermi IPO, Neugebauer, the son of former Texas congressman Randy Neugebauer, is one of three co-founders of the company, alongside former energy secretary and Texas Governor Rick Perry and his son.
Second-largest shareholder sold stock earlier this year
Caddis Capital, LLC was described in a news release as a family investment firm with “a long-term oriented investment strategy focused on driving durable value creation through active ownership and disciplined, constructive engagement.”
Caddis Capital managing partner Griffin Perry, who is listed as a co-founder of Fermi America on their website but has no official role with the company, said the investment firm owned approximately 9.3% of Fermi’s outstanding common shares in a news release voicing support for the current direction of the company. As mentioned in the release, Rick Perry was previously nominated by Caddis Capital for the board of directors.
Griffin Perry said in the prepared statement that the recent drop of Caddis Capital’s ownership stake in Fermi to just under 10% was a “deliberate and strategic step taken to reduce the regulatory burden on the firm and preserve the privacy of its structure.” He also said that Caddis believed the board as it is currently constituted “has the necessary skills and expertise to effectively oversee the implementation of Fermi’s strategy and ensure the highest level of governance.”
According to reports and SEC filings, Caddis Capital sold 11 million of its shares of stock in Fermi in late March. According to a disclaimer with the SEC filing, Perry is a manager of Caddis Capital, LLC, the general partner of Caddis Holdings, LP, “and may be deemed to beneficially own common stock of the Issuer held by Caddis Holdings, LP. Mr. Perry disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.” The filing said Caddis Holdings, LP was previously organized as Caddis Holdings, LLC.
Additionally, the Grey Rock Investment Partners website has Griffin Perry listed as a co-founder and senior advisor, and says that he serves as board co-chairman for Granite Ridge Resources and previously was president of Caddis Energy and a financial advisor with UBS and Deutsche Bank.
“We are actively and constructively engaged with Fermi’s Board and management team to help the Company reach its full potential,” Perry said in the Caddis Capital statement, “including through ongoing discussions with strategic partners, advocating for rigorous capital allocation and best-in-class governance practices, and working collaboratively to maximize long-term value for our fellow shareholders, employees, customers, and other stakeholders.”
Fermi said with its earnings report filed with the SEC: “Fermi America is at a meaningful inflection point in its development,” said Marius Haas, Chairman of the Board of Directors. “Fermi 2.0 is about pairing the tangible asset base we’ve already constructed with the institutional capability required to realize its full value. We’ve converted investor capital into more than $1.4 billion of infrastructure at a site that few, if any, competitors can replicate on a comparable timeline. Over the next 90 days, we’re executing a disciplined plan that includes securing a binding tenant agreement, diligently managing working capital and liquidity, hiring our next CEO, exploring strategic partnerships for power/data center deployment acceleration, and delivering power at our project site. Our team is unified and focused on one primary objective to maximize long-term shareholder returns.”
This article originally appeared on Amarillo Globe-News: Stocks, control among talking points in latest Project Matador updates
Reporting by Kristina Wood, Amarillo Globe-News / Amarillo Globe-News
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