Key Highlights

  • FRMI shares fell 5.80% to $8.45 in pre-market trading after declining 5.58% in the previous session.
  • Fermi’s board intensified its campaign against former CEO Toby Neugebauer’s effort to call a special shareholder meeting.
  • The dispute creates governance uncertainty as the company seeks tenants, strategic partners and financing for Project Matador.

Governance Conflict Extends Pressure on FRMI Stock

Fermi Inc. (NASDAQ: FRMI) shares declined 5.80% to $8.45 in pre-market trading on June 23, 2026, as of the latest available update.

The move followed a 5.58% decline in the previous session, when the stock closed at $8.97. The shares are now trading well below their 52-week high of $36.99.

The immediate catalyst appears to be an escalating dispute between Fermi’s board and former chief executive Toby Neugebauer. On June 22, the company issued a detailed letter urging shareholders to oppose Neugebauer’s consent solicitation, which seeks to call a special meeting and potentially replace the company’s board and leadership.

The conflict adds a new layer of risk to an already capital-intensive development story.

Fermi is developing Project Matador, a proposed large-scale private power and data-centre campus in Texas intended to support artificial intelligence and advanced computing workloads. The project is expected to combine natural gas, nuclear, grid power, solar generation and battery storage.

What the Shareholder Dispute Involves

According to Fermi, Neugebauer is attempting to secure control through a special shareholder meeting and install a preferred slate of directors and executives.

The company argues that Neugebauer ultimately wants to pursue a rapid sale of the business. Fermi’s current board maintains that such a transaction could favour the former executive and affiliated shareholders rather than maximise long-term value for all investors.

Neugebauer’s position is contested. He has argued that Fermi requires stronger leadership and that management has discouraged strategic proposals.

Fermi rejects those claims. The company said it is engaged in discussions with seven prospective tenants and 12 potential strategic partners. It also stated that preliminary discussions with some parties had progressed toward substantive negotiations.

These statements remain part of a proxy and consent fight. Investors should therefore distinguish between verified corporate developments and competing claims made by parties seeking shareholder support.

No special meeting has yet produced a change in control, and no binding sale or strategic transaction has been announced.

Why Governance Risk Matters for Project Matador

Board disputes can have a larger valuation effect when a company depends on external financing, commercial partnerships and regulatory execution.

Project Matador is designed as an energy and data-centre development of exceptional scale. Bringing the project into operation would require substantial capital, tenant commitments, equipment procurement, power infrastructure and long-term construction execution.

Potential partners may delay decisions if they are uncertain about who will control the company, whether its strategic plan will change or whether the business could be sold.

The board said it remains focused on securing major tenants, expanding partnerships, strengthening liquidity and developing the project’s private power grid. It is also conducting a search for a permanent chief executive.

However, an unresolved leadership contest may consume management attention and increase legal and advisory costs. It could also weaken confidence in the timing of negotiations, even if the underlying project remains commercially attractive.

Strategic Interest Has Not Yet Become Contracted Revenue

Fermi said market engagement has improved under its current leadership and that discussions with prospective tenants have accelerated.

That could be significant because demand for electricity and data-centre capacity is rising as technology companies build larger AI computing systems.

Project Matador may benefit from its proposed access to several power sources and its ambition to deliver energy behind the meter. This could reduce dependence on constrained public electricity grids.

Yet strategic discussions should not be treated as completed contracts. Fermi has not disclosed binding tenant agreements, committed project revenue or a complete financing structure covering the campus’s expected development cost.

The market must therefore assign value based on execution probability rather than current operating cash flow.

Valuation and Capital Risk

At the previous closing price, Fermi had an indicated market capitalisation of approximately $5.72 billion. The company reported negative earnings per share and does not currently trade on a conventional earnings multiple.

That valuation reflects expectations around future AI infrastructure demand and the potential scale of Project Matador.

The principal risks include:

  • A prolonged board and shareholder-control dispute.
  • Delays in securing tenants and strategic partners.
  • Significant financing requirements.
  • Potential equity dilution.
  • Regulatory and construction risk.
  • Changes to project strategy following any leadership transition.
  • Limited current revenue relative to the company’s market value.

The share-price decline from its yearly high indicates that investors have already reduced the probability assigned to a smooth development path.

Conclusion

Fermi’s 5.80% pre-market decline appears linked to rising governance uncertainty as the company’s dispute with its former CEO moves into a formal shareholder-consent battle.

The board argues that its current strategy is gaining commercial traction, while Neugebauer is seeking leadership changes and a special meeting. Until shareholders resolve that conflict, questions over control may overshadow progress at Project Matador.

The next material valuation tests will be the outcome of the consent solicitation, the appointment of permanent leadership and evidence of binding tenant, partnership or financing agreements.