Neugebauer Addresses $375mm Convertible Note Offering that Resulted in Former Fermi CFO Miles Everson's Resignation from Fermi Board; Reaffirms Confidence in Company Securing Its Tenant

• As the former CFO of Fermi and the principal author of the Committee of Sponsoring Organizations Internal Control—Integrated Framework, Everson's departure from Fermi's board is disheartening for all shareholders

• The Fermi Board and its lawyers continue abusing Texas' pro-business environment by acting as if they are accountable to no one

• Above all, Neugebauer's focus remains on Fermi's long-term success — the company he envisioned, founded, and built; recently published on Seeking Alpha where Project Matador was referred to as the 'most valuable asset in the AI race.'

DALLAS, July 13, 2026 /PRNewswire/ -- Toby Neugebauer, co-founder and largest shareholder of Fermi Inc. (d/b/a Fermi America) (Nasdaq: FRMI) ("Fermi" or the "Company"), today released a statement regarding Fermi's recent $375mm convertible note offering which resulted in Miles Everson's resignation from the Company's Board.

"Last week, as Trustee for the Melissa A. Neugebauer 2020 Trust, I received notice that Miles Everson, former PwC U.S. Consulting Vice Chairman, former CEO of MBO Partners, and former Fermi CFO, resigned from the Fermi Board of Directors, which the Company today acknowledged on its 8K filing. Given Mr. Everson's board nomination was unanimously approved by the independent directors, his fiscal and leadership qualifications have never been in dispute. His resignation as the Company's CFO was a loss for all shareholders three months ago. His recent resignation from the board is equally disheartening for all stakeholders, particularly when the board is in dire need of financial expertise to navigate the billions of dollars of project financing required to execute a tenant contract."

"But therein lies the problem –Everson's resignation letter stated that the full board was not notified of last week's financing transaction before it was publicly announced. Given Everson has the most historical knowledge of the Company's financing—from the original four rounds through tenant negotiations, the circumvention of basic board protocol on a $375mm round is simply inexcusable."

"Mr. Everson also stated in his resignation letter to the Company regarding having not received a single board minute or board communication for months, 'for the avoidance of doubt, I am not resigning for personal reasons, due to time constraints or as part of an ordinary-course board transition. I am resigning because I disagree with the company's failure to provide directors with required board and committee minutes and related governance records necessary for informed board service.'" 

"I was not surprised as they are willing to do anything for those board communications not to see the light of day given they do not reflect what the Company told shareholders or, more concerningly, what they told the SEC about the predicate and the events leading up to my and nine other executives' departures."

"I still believe what we built is highly desirable as recently published on Seeking Alpha, where Project Matador was referred to as the 'most valuable asset in the AI race,' which is why I remain confident that the Company can secure Fermi's first tenant. Seeing Fermi to completion for the benefit of all stakeholders, including our friends and family in the Amarillo region, remains my top priority."

Mr. Everson's withdrawal does not affect the Trust's nomination rights. As the nominating stockholder, the Melissa A. Neugebauer 2020 Trust retains the full right to designate a replacement nominee and is in process of vetting a slate of qualified candidates. 

Important Information

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) 44,656,376 shares of Common Stock beneficially owned by Vicksburg Investments Management LLC; (ii) 94,359,659 shares of Common Stock beneficially owned by the 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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SOURCE Toby Neugebauer