Toby Neugebauer, founder of Fermi Inc. (Nasdaq: FRMI) and part of a group holding approximately 22% of the company's shares, has submitted a formal shareholder proposal under SEC Rule 14a-8 requesting that the board retain an independent, nationally recognized investment bank to evaluate the full range of extraordinary transactions available to the company.

The proposal, submitted Sept. 10 by Vicksburg Investments Management LLC, asks the board to evaluate options including a full-value sale or a majority recapitalization with a strategic counterparty, and to report findings to shareholders ahead of the Oct. 30 annual meeting. The filing does not request that the board pursue any specific transaction.

Fermi shares touched an intraday low of $5.26 on Sept. 10. According to the filing, shares are down approximately 20% since the board announced on Aug. 13 that it had completed all five objectives of its 90-day plan, 35% since the board removed a dual-path strategic process option on July 2, and 20% since Neugebauer was removed as CEO on April 17.

In a letter and presentation delivered to the board Sept. 9–10, Neugebauer also asked the board to voluntarily place two advisory questions before shareholders at the annual meeting: restoring bylaw voting standards to pre-IPO levels, replacing a 70% supermajority requirement adopted since April; and raising the company's general REIT ownership limit from 2.5% to 9.8%, citing peers such as Digital Realty, Equinix, and Prologis.

Neugebauer cited several concerns in his filings, including that the company's 222 MW TensorWave lease represents less than 5% of Fermi's stated 4.8 GW near-term power opportunity, and that as of Sept. 10 the company had not confirmed a previously referenced guaranteed agreement supporting that lease or that project financing had been secured.

"I've never asked the Board to sell this company. I've asked it to fulfill its fiduciary responsibility, find out with a real independent banker and a real process, what it's actually worth," Neugebauer said in the statement.

Neugebauer and Melissa Neugebauer have not sold shares since Fermi's IPO on Oct. 1, 2025, according to the press release.