Toby Neugebauer Sues Three Fermi Directors, Alleging a Coordinated Effort to Take Control of Company and Disenfranchise Fermi Shareholders According to the Complaint

DALLAS, Sept. 21, 2026 /PRNewswire/ -- In an amended lawsuit filed in Texas Business Court on Friday, Fermi founder and largest shareholder of Fermi Inc. (Nasdaq: FRMI), Toby Neugebauer alleged that three of Fermi's current directors engaged in a long-running effort to consolidate their control of the Company and disenfranchise Fermi shareholders in what the lawsuit describes as a pattern of governance abuses.

Friday's complaint alleges that the Defendant Directors terminated Neugebauer through a series of shifting public accounts — first firing him without cause, then stating in a Form 8-K that he had "departed," and, two weeks later, announcing he had been terminated for cause — and then used that second termination to wrongfully remove him from the Fermi board of directors. According to the lawsuit, once Neugebauer launched a proxy campaign, the Defendant Directors sued him in federal court, and after losing that lawsuit, adopted a bylaw change requiring a 70% shareholder-approval threshold for certain actions. Fermi then sued Neugebauer in Texas Business Court seeking to validate that change, before dismissing the lawsuit immediately after the business court ruled that Neugebauer was entitled to discovery. Most recently, the Defendant Directors adopted another bylaw change, raising the shareholder-vote threshold from a plurality of shares voting to a majority of all outstanding shares.

The amended lawsuit alleges that these actions constituted intentional misconduct and were beyond the authority of the named Defendant Directors. While the trial court recently denied Neugebauer's request for a temporary restraining order, the court reserved its ruling on Neugebauer's request for an injunction and reiterated that Neugebauer is entitled to discovery.

Last week, Fermi issued a press release stating that Neugebauer had submitted a false verification. Neugebauer's counsel addressed that claim in court on Tuesday, September 15, and in the following statement:

As Neugebauer's counsel Jeff Tillotson explained, "my office mistakenly attached a single page verification form signed by Mr. Neugebauer that had only his name and address to an erroneous petition that Mr. Neugebauer had not approved. As our firm explained to the Court during the hearing, Mr. Neugebauer was not responsible for the error in any way and did not at the time believe or think he was verifying any inaccurate facts. In fact, Mr. Neugebauer's claims in this case have been consistently established as accurate based on public documents, filings and in court rulings."

SOURCE Toby Neugebauer