Toby Neugebauer v. Fermi America, Co-Founder Sues Over Board Removal as Project Matador Faces Uncertain Future

Prepared by the AllAboutLawyer.com Editorial Team and reviewed for factual accuracy against SEC filings, Texas Business Court records, and verified reporting on May 8, 2026. Last Updated: May 8, 2026

Fermi Inc. co-founder Toby Neugebauer filed a lawsuit in Texas Business Court claiming he was wrongfully terminated by the AI energy grid company and that he remains a legal member of the board of directors. Neugebauer is seeking a temporary injunction to declare his removal from the Fermi board invalid and to compel the company to hand over internal records from two board meetings that he says led to his ouster. Separately, Fermi is also dealing with a securities class action filed by investors who say the company misled them at the time of its IPO.

Quick Facts: Fermi America Lawsuits

Field	Detail
Lawsuit 1 Filed	May 1, 2026 — Neugebauer v. Fermi Board
Defendant (Lawsuit 1)	Fermi Inc. and three board members
Alleged Violation (Lawsuit 1)	Wrongful termination; violation of Texas Business Organizations Code and company bylaws
Who Is Affected (Lawsuit 1)	Toby Neugebauer (individual plaintiff)
Lawsuit 2 Filed	January 5, 2026 — Lupia v. Fermi Inc., No. 1:26-cv-00050 (S.D.N.Y.)
Alleged Violation (Lawsuit 2)	Securities fraud — materially false statements in IPO registration statement and prospectus
Who Is Affected (Lawsuit 2)	Investors who bought FRMI stock from October 1 to December 11, 2025
Court (Lawsuit 1)	Texas Business Court
Court (Lawsuit 2)	U.S. District Court, Southern District of New York
Current Stage	Both in active litigation phase
Next Scheduled Hearing	Special shareholder meeting called for May 29, 2026 (disputed by Fermi)
Official Case Website	TBD — no official case website established for either matter
Last Updated	May 8, 2026

What Is the Dispute Between Neugebauer and the Fermi Board?

Fermi Inc. went public in a high-profile IPO in October 2025, co-founded by Toby Neugebauer and former Texas Governor Rick Perry. The company raised $683 million and was the only real estate firm to go public that year. The centerpiece of the business is Project Matador — a planned multi-gigawatt energy and data center campus near Amarillo, Texas, built on land leased from Texas Tech University.

Trouble began on April 16, 2026, when Neugebauer called a shareholder meeting for May 29 to vote on the composition of the board. The next day, the board convened a special meeting, added a new director, and terminated Neugebauer effective immediately — cutting off his access to company emails and property the same day.

Related article: Circle K vs. Robert Gawlitza, Who Legally Owns Arizona’s $12.8 Million Winning Lottery Ticket?

Neugebauer alleges that Fermi initially fired him without cause before switching its position and reclassifying the termination as “for cause” — a distinction that would automatically trigger his removal from the board under the company’s bylaws. He says the board meeting that ended his employment had no formal agenda, no resolutions circulated in advance, and was not recorded.

For additional context on how corporate governance disputes reach this level, see our coverage of the Royal Caribbean passenger lawsuit, another case where institutional decisions — and inaction — became the center of litigation.

Are You Part of the Fermi Class Action Lawsuit?

The individual lawsuit between Neugebauer and the board does not include outside investors. However, a separate securities class action filed in federal court does — and if you bought FRMI stock around the IPO, you may already be a class member.

You may be part of the Fermi investor class action if:

• You purchased FRMI common stock traceable to Fermi’s October 2025 IPO, or
• You bought FRMI securities between October 1, 2025 and December 11, 2025, and
• You suffered losses when the stock dropped

You are likely NOT included if:

• You purchased FRMI shares after December 11, 2025
• You have not suffered losses on your FRMI investment

Fermi’s share price is down roughly 40% in 2026, sitting around $5.25 compared to its 52-week high of $36.99. If you held shares through that decline, speaking with a class action lawsuit attorney about your position costs nothing and may be worth your time.

What Neugebauer Claims the Board Did Wrong

Neugebauer’s petition cites the Texas Business Organizations Code, which provides that only a majority of shareholders can remove a director, unless company documents say otherwise. Under Article 3.4 of Fermi’s bylaws filed with the SEC, shareholders must vote by majority to remove a board member for cause. Neugebauer argues no such vote ever happened.

He also claims Fermi failed to provide the 60-day notice required under his employment agreement and that the company improperly reclassified his dismissal as “for cause” after the fact.

Neugebauer called the May 29 shareholder meeting while he was still CEO, saying it was intended for investors to vote on the company’s future. He plans to nominate five directors at that meeting. Fermi responded by calling the meeting invalid, saying Neugebauer no longer has the authority to convene it.

Fermi’s news release claims Neugebauer is trying to expand the size of the board in order to take control and sell the company quickly. Neugebauer denies this framing and says his goal is to maximize value for all shareholders.

What the Investor Class Action Alleges

A putative securities class action complaint was filed on January 5, 2026, in the U.S. District Court for the Southern District of New York, captioned Lupia v. Fermi Inc., et al., Case No. 1:26-cv-00050. The complaint names Fermi, certain directors and officers, and underwriters of the IPO as defendants.

The lawsuit centers on Project Matador. Plaintiffs allege that Fermi’s IPO materials and subsequent disclosures misled investors about tenant demand and financing for the campus. A first tenant canceled a $150 million agreement, and that announcement triggered a 33% single-day stock drop on December 12, 2025.

The class action asserts securities fraud claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as claims under Sections 11 and 15 of the Securities Act of 1933. Fermi has stated it believes these claims are without merit.

If you lost money on FRMI stock and believe you have a claim, consulting a consumer rights lawyer or securities attorney is the appropriate next step. There is no cost to participate in a class action as a class member.

Fermi America Lawsuit Timeline

Milestone	Date
Fermi IPO — FRMI begins trading on NASDAQ	October 1, 2025
First tenant cancels $150M agreement; stock drops 33%	December 12, 2025
Lupia v. Fermi investor class action filed (S.D.N.Y.)	January 5, 2026
Fermi reports $486.4M net loss for 2025	March 2026
Neugebauer calls shareholder meeting for May 29	April 16, 2026
Fermi board fires Neugebauer; removes board access	April 17, 2026
CFO Miles Everson resigns	April 19, 2026
Fermi reclassifies firing as “for cause”	April 30, 2026
Neugebauer files petition in Texas Business Court	May 1, 2026
Disputed shareholder meeting date	May 29, 2026
Next court hearing	TBD — pending Texas Business Court proceedings

Frequently Asked Questions

Is there a class action lawsuit against Fermi America?

 Yes. A securities class action, Lupia v. Fermi Inc., No. 1:26-cv-00050, is pending in the U.S. District Court for the Southern District of New York. It covers investors who bought FRMI stock at the IPO or between October 1 and December 11, 2025.

Do I need to do anything right now to be included in the Fermi class action?

 Most class members are included automatically. The lead plaintiff deadline was March 6, 2026. You do not need to take action to remain part of the class, but if you want a more active role or to pursue an individual claim, contact a securities attorney directly.

When will the Fermi lawsuit settle? 

TBD — both lawsuits are in active litigation. No settlement has been announced in either matter. Securities class actions of this type typically take two to four years to resolve.

Can I file my own lawsuit against Fermi separately?

 Potentially. If you suffered significant losses and believe your situation warrants individual treatment rather than participation in the class, consult a securities litigation attorney for a free legal consultation to weigh your options.

How will I know if the Fermi investor class action settles?

 Monitor the docket at the U.S. District Court for the Southern District of New York under Case No. 1:26-cv-00050. Class members also typically receive notice by mail or email when a settlement is proposed.

What is Project Matador and why does it matter to this case? 

Project Matador is a planned large-scale energy and data center campus near Amarillo, Texas, being built on land Texas Tech University is leasing to Fermi. It is the company’s only development and the foundation of its entire business model. The loss of an anchor tenant and questions about financing are at the center of both the investor class action and Neugebauer’s dispute with the board over company direction.

What is Neugebauer’s position on a potential sale of Fermi?

 Neugebauer publicly called on Fermi’s leadership to begin a sale process to maximize shareholder value. The board rejected the idea and later terminated him. He says the board’s actions are “completely misguided” and that he has not sold a single share of his stake.

Sources & References

• Bloomberg Law — Fermi Co-Founder Neugebauer Sues Over His Ousting in Texas (May 1, 2026)
• U.S. District Court, S.D.N.Y. — Lupia v. Fermi Inc., No. 1:26-cv-00050
• SEC EDGAR — Fermi Inc. Form 10-K, FY2025 (filed 2026)
• Amarillo Tribune — Former Fermi CEO Files Lawsuit (May 1, 2026)
• KCBD Lubbock — Fermi America, Co-Founder Neugebauer in Legal Battle (May 6, 2026)

Disclaimer: This article is for informational purposes only and does not constitute legal advice. Legal claims and outcomes depend on specific facts and applicable law. For advice regarding a particular situation, consult a qualified attorney.