- Neugebauer reaffirms bullishness for Project Matador - excited to take grandkids to site in 2035
- Highlights the risk of value destruction by the current Board and management team during the campaign, including failure to replace nine key senior executives who departed Fermi post Neugebauer's termination without cause
- Sellers, or his equal, would bring immediate enhanced accountability and credibility to the Company
- Sellers' business partner at Double Eagle, Cody Campbell, can maintain his fiduciary role with the Texas Tech University System while allowing Sellers to be the lead fiduciary of Fermi
- Affirms intent to continue the campaign to seat a new, strong, independent Board and maintain Fermi's position as the most pro-shareholder REIT
- Stock is woefully undervalued; Neugebauer working diligently to fix it
Killing Fermi 1.0 had to happen at FermiSpeed, which demanded very tough conversations in-house and with our third-party partners. It's very disappointing to see the current Fermi leadership team that expressed real contrition about their role in Fermi 1.0's failure, now pretend it was not all about them. This was not a nip-and-tuck operation; it was massive reconstructive surgery, and time was of the essence. The actions I took to correct our trajectory were no doubt intense and hurt the feelings of those who were defensive of the mistakes we needed to correct. A minority of the board, who had a vested interest in undermining me, amplified the voices of those who were harming Fermi most, rather than focusing on the unpleasant, tough issues we were solving.
Thankfully, we caught it early, acted decisively, and by our March 28 board meeting had made tremendous progress on Fermi 2.0, as applauded by the board. We had righted the ship, completed the initial round of construction, secured the nation's second-largest air permit and roughly $1 billion in financing facilities, and gained the confidence that we could execute to the level any tenant or project financing would require. We all owe the toughness of tenant number one a thank-you for putting a spotlight on the areas we needed to course-correct in those early 70 days.
As shareholders, we are very concerned that the significant ground we gained in Fermi 2.0 from December 2025 to April 2026 is being lost in real time. My friends in Amarillo think the same contractors who took advantage of Fermi 1.0 are headed back to the site. We expect the hard-fought refunds, updated pricing, labor-component wages, and efficiencies to be preserved.
Even more troubling, the company has lost nine of its top performers since my termination without cause. Companies like John and Cody's Double Eagle have the critical talent pool that can help fill the leadership gap management has not been able to close - with expertise in:
- negotiating complex contracts;
- financing large energy projects;
- reviewing contractor invoices;
- budgeting and forecasting for large energy projects;
- accessing project financing and capital in large-energy-project markets;
- environmental permitting;
- field-level supervision; and
- government relations at both the state and federal levels.
Were John to take the helm, he would see that some great people remain at Fermi. I know that between both teams, and Double Eagle's ability to attract talent, we can put the most competitive, championship-winning team on the field.
As it relates to tenants, I was very concerned about the company's most recent SEC filing, where it indicated that it has just finished "preliminary negotiations." We were way past that stage on April 17th as even Marius Haas confirmed in writing. Our commercial team was having regular calls, often until 2:00am, with tenant counterparties in April so that we could ideally close by end of Q2, as Miles and I indicated on our last earnings call. We would expect given how far along we were in closing a couple of definitive agreements, that one would be announced shortly.
The market knows that Fermi has the most actionable speed-to-power site. Tenant deal teams do not make decisions based on likeability - they evaluate sites based on their ability to execute. They are not looking for tech people; they are looking for people who can turn hydrocarbons into dumb electrons so they can turn them into smart electrons at scale, without burdening the grid.
Hyperscaler tenants want a Fermi management team that can mobilize the large workforce required to execute, and that have experience working with communities to solve all the issues, such as safety and housing.
Additionally, I know first-hand that John, Cody, and Double Eagle's relationships with the administration and the State of Texas are far superior to what Governor Perry pitched when negotiating his stake in Fermi.
Bottom line: the price tag Double Eagle proposed to Fermi is worth it. While, of course, some of the other terms from their most recent offer would have to be reconsidered, I know we could find the win - for the shareholders, the region we are all from, the Fermi team, and Texas Tech University.
Now, having said all of that: John and Cody, who are probably flabbergasted by this open letter - as I gave them no heads-up about my shift in perspective and willingness to compromise to achieve what is best for Fermi - need to know that even if the two of them were at the helm, I believe the dual track is the only solution to maximize value for Fermi shareholders and Texas Tech. They have an unmatched track record of selling assets to companies that have greater competitive advantages. I want them to continue that for Fermi.
As the founder and largest shareholder of Fermi, I put forth the most investor friendly provisions of any REIT, despite Fermi lawyer protest. While the board enacted a 70% supermajority veto power vote threshold mid-contest, I deliberately chose not to disenfranchise my fellow shareholders to benefit myself. I am and will keep standing up for every shareholder against the entrenchment being run through the board's special 'risk committee.' My concern is simple and structural: the committee that effectively controls this company is not independent. It is directed by Marius Haas, its new Chairman; General Counsel George Wentz, whom I believe is himself a highly leveraged, large shareholder who oversaw the two worst agreements I discovered in my Fermi 1.0 review; and the Perry family, who as I mentioned in a court filing on June 10th, failed the employees of Fermi in every way while enriching themselves and their friend Steven Meisel - people whose personal interests are not aligned with those of the rest of the shareholders. A board protecting itself is not a board protecting shareholders, and that is exactly what an independent slate is meant to fix.
Drawing from the famous story of King Solomon who proposed cutting the baby in half, and at that, the true mother stepped forward to save the child at her own expense. As the conceiver, founder, and CEO who had the privilege to oversee Project Matador's incredible first year accomplishments (that the current regime continue to take credit for on their earnings call and media releases) I will always protect what we have created - with the expectation that a new board and an expanded management team act with absolute integrity. John and Cody have always had an interest in Fermi, and as the co-founders of Double Eagle Energy - and with Cody serving as Chairman of the Board of Regents of the Texas Tech University System - John is best positioned to manage not only the 99-year lease with Texas Tech, but also to complete Fermi 2.0 and launch the next phase of the company: let's just call it 3.0. If not them, then for the sake of the baby, it had better be their equal, and it had better be at FermiSpeed.
As you know, I filed proxy solicitation materials, putting forth world-class independent nominees who will restore good governance to Fermi. Your packet should arrive this week and I'm asking you to join me in returning the green voting card to call the special meeting immediately.
With gratitude in my heart and humility for having had the opportunity,
Toby Neugebauer
Important Information
Toby Neugebauer and his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the "Fermi Founder Parties"), David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda and Juan A. Pujadas (collectively, the "Participants") have filed 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 agent designations for calling a special meeting of shareholders to be held as promptly as practicable (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 AGENT DESIGNATIONS CARD, THAT HAVE BEEN AND WILL BE FILED BY THE 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 UPON REQUEST.
Mr. Neugebauer beneficially owns 146,516,035 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), composed of (i) Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock, (ii) 94,359,659 shares of Common Stock beneficially owned by Melissa A. Neugebauer 2020 Trust, and (iii) 7,500,000 shares of Common Stock underlying restricted stock units held by Mr. Neugebauer that vested in connection with his termination without cause. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.
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