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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
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.

About this update from Fermi Inc.
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.'"