Fermi Inc.

Fermi Inc. reported a net loss of $(188.7) million for the three months ended March 31, 2026, with total liabilities increasing to $705.2 million, primarily due to a significant increase in debt to $421.3 million. The company is heavily investing in its Project Matador, with property, plant, and equipment reaching $1.43 billion. Despite a going concern warning due to recurring losses and substantial capital expenditure obligations, management believes its financing plans will alleviate doubt. The company also disclosed the termination of its CEO, resignation of its CFO, and an ongoing proxy contest initiated by the former CEO.

Fermi Inc. reported a net loss of $189 million for the first quarter of 2026, primarily due to non-cash share-based compensation and a debt extinguishment loss. The company outlined its Fermi 2.0 strategic evolution, focusing on institutional growth, and highlighted significant operational progress at Project Matador, including securing over 2 GW of power generation and advancing ~11 GW of permitted capacity. Fermi also strengthened its financial position by securing $785 million in new equipment financing and enhancing its governance with board expansion and new leadership appointments.

Fermi Inc. announced that its Board of Directors approved amended and restated Bylaws, effective May 13, 2026. The key change establishes a 70% affirmative vote threshold for shareholders to amend specific provisions of the Bylaws, including those related to the number and tenure of directors and the amendment article itself. This change aims to provide greater stability to the company's governance structure.

Fermi Inc. responded to its former CEO, Toby Neugebauer's, attempts to take control of the Board and reverse his termination for cause. The company rejected his proposals to call a Special Shareholder Meeting and urged shareholders not to support his consent solicitation, deeming them invalid and self-interested. Fermi cited Neugebauer's termination for violating employment terms and company policies, noting an over 80% stock decline under his leadership. The company emphasized its "Fermi 2.0" strategic plan and stated an immediate sale, as sought by Neugebauer, would be premature and undervalue the company.

Fermi Inc. announced the appointment of Mr. Larry Kellerman, the company's Chief Power Officer, to its Board of Directors, effective May 4, 2026. This appointment fills the vacancy created by Mr. Neugebauer's previously announced departure and was made pursuant to the Director Nomination Agreement. Mr. Kellerman will serve as a Class III director with an initial term expiring at the Company's 2028 annual meeting, and no changes to his compensation were approved in connection with this appointment.

Fermi Inc. filed an amendment to its 2025 Form 10-K to include Part III information and new certifications. The company announced that Toby Neugebauer was terminated for Cause as President and CEO on April 30, 2026, and removed from the Board. An Interim Office of the CEO was established with Jacobo Ortiz Blanes and Anna Bofa. Miles Everson resigned as CFO, and Robert L. Masson was appointed Interim CFO. Additionally, Miles Everson and Jeffrey S. Stein were appointed as new directors.

Fermi Inc. announced the termination of Mr. Toby Neugebauer's employment for Cause on April 30, 2026. This action was taken due to conduct that violated the terms of his Employment Agreement and Company policies. Consequently, Mr. Neugebauer was automatically removed from the Company's board of directors.

Fermi Inc. announced the appointment of Robert L. Masson as its Interim Chief Financial Officer and principal financial officer, effective April 29, 2026. Mr. Masson, 55, brings over two decades of finance executive experience from the aerospace, defense, and industrial sectors, including previous CFO roles at Noble Supply and Logistics, Latham Group, and Hypertherm. The company stated that compensation arrangements for Mr. Masson have not yet been approved, and an amendment will be filed if material terms are established.

Fermi Inc. announced the departure of CEO Toby Neugebauer on April 17, 2026. The Board of Directors has established an Interim Office of the CEO, comprising COO Jacobo Ortiz and Board observer Anna Bofa, while the company searches for a permanent replacement. Additionally, the Board approved the nomination of CFO Miles Everson as a new director, expanding the Board from five to seven members.