{"success":true,"data":{"pressRelease":{"id":"146891","rtpr_id":"nPn7hCjP0a-20260917","ticker":"FRMI","exchange":"NASDAQ","all_tickers":["FRMI"],"title":"Texas Business Court Denies Former CEO's Request for Emergency Relief Against Fermi's Board","author":"PR Newswire","published_at":"2026-09-17T20:05:00.485Z","article_body":"Texas Business Court Denies Former CEO's Request for Emergency Relief Against Fermi's Board\nPR Newswire\n\nDALLAS, Sept. 17, 2026\n\n * Court denies all three of the former CEO's requests for a temporary\nrestraining order, including requests to block the Board's bylaw amendments\nand the nomination deadline for Fermi's 2026 Annual Meeting\n * Court holds that Texas law expressly permits bylaws the Board adopted in May\n2026, contrary to the former CEO's claim that they were facially invalid\n * The former CEO swore under penalty of perjury that the facts stated in his\ncomplaint were \"true and correct\" — three days after his own press release\nstated facts directly to the contrary, and one day before his attorney\nconceded his complaint was inaccurate at the hearing\n * Court finds no sufficient factual showing of fraud or improper purpose; the\nCourt did not order any discovery\nDALLAS, Sept. 17, 2026 /PRNewswire/ -- Fermi Inc. (NASDAQ:FRMI) (LSE:FRMI),\noperating as Fermi America™ (\"Fermi\" or the \"Company\"), today announced that\nthe Business Court of Texas has denied each of three requests for a temporary\nrestraining order sought by the Company's former chief executive officer and\nhis investment vehicle. The Honorable Brian Stagner entered the order on\nSeptember 16, 2026, following a hearing held on September 15, 2026, in\nNeugebauer v. Fermi Inc., Cause No. 26-BC01B-0034 (Bus. Ct. Tex., First Div.).\n\nThe Company's former CEO asked the Court to restrain enforcement of three\nseparate corporate actions: the bylaw amendment adopted on May 13, 2026,\nrequiring the affirmative vote of holders of 70% of the outstanding shares for\nshareholders to amend specified bylaw provisions; the director-election voting\nstandard in the Company's amended bylaws; and the September 10, 2026 deadline\nfor shareholder nominations and proposals in advance of the Company's Annual\nMeeting of Shareholders on October 30, 2026. The Court denied all three\nrequests.\n\nMr. Neugebauer had filed his application for emergency relief on September 8,\n2026. On September 14, 2026 — one day before the hearing — Mr. Neugebauer\npersonally executed a verification of the complaint. In the verification Mr.\nNeugebauer swore \"under penalty of perjury\" that the facts stated in the\ncomplaint were \"within my personal knowledge and are true and correct.\"\n\nIn fact, central allegations in Mr. Neugebauer's complaint were demonstrably\nuntrue and Mr. Neugebauer's counsel was forced to acknowledge as much at the\nhearing.\n\nIn denying Mr. Neugebauer's requests, the Court held that the Texas Business\nOrganizations Code expressly authorizes both voting standards the Board\nadopted. Texas law expressly authorizes the majority-of-outstanding\ndirector-election standard the Board adopted in August 2026 and it also\npermits a supermajority threshold for the matters the 70% amendment covers.\n\nContrary to certain press reports published before the order issued, the Court\ndid not order discovery and did not grant Mr. Neugebauer any discovery. The\norder denies emergency relief and does not resolve the parties' underlying\nclaims which remain pending.\n\n\"Mr. Neugebauer asked a Texas court to block this Board's bylaw amendments and\nthe nomination deadline for our Annual Meeting. The Court denied every\nrequest,\" said Marius Haas, Chairman of the Board of Directors of Fermi Inc.\n\"Texas law expressly permits the voting standards this Board adopted, as the\nCourt confirmed. As the Company has previously stated, the Board has found no\ncredible evidence to date supporting the allegations Mr. Neugebauer has made\nabout this Company and its directors. This Board removed him as chief\nexecutive officer and terminated him for cause after careful deliberation and\nin accordance with its fiduciary duties. Fermi is focused on delivering value\nto shareholders. Mr. Neugebauer's malicious efforts to manufacture a\ncontroversy where none exists are a distraction from that work and are not in\nthe interests of Fermi's shareholders.\"\n\nA copy of the Court's order is available on the Investor Relations section of\nthe Company's website at https://investor.fermiamerica.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4777189-1&h=3241725974&u=https%3A%2F%2Finvestor.fermiamerica.com%2F&a=https%3A%2F%2Finvestor.fermiamerica.com)\n.\n\nInvestor Contact\nBarry Sievert | IR@fermiamerica.com (mailto:IR@fermiamerica.com)\n\nMedia Contact\nFermi Inc. Communications | press@fermiamerica.com\n(mailto:press@fermiamerica.com)\n\nAbout Fermi America™\n\nFermi America™ (NASDAQ:FRMI) (LSE:FRMI) develops next-generation private\nelectric grids that deliver highly redundant power at gigawatt scale to\nsupport next-generation intelligence and AI compute. Fermi America™ combines\ncutting-edge technology with a deep bench of proven world-class\nmulti-disciplinary leaders with a combined 25 GW of experience, to create one\nof the world's largest, 17 GW next-gen private grid, helping ensure America's\nenergy and AI dominance. The behind-the-meter Project Matador campus is\nexpected to integrate the nation's biggest combined-cycle natural gas project,\none of the largest clean, new nuclear power complexes in America, utility grid\npower, solar power, and battery energy storage, to support hyperscale AI and\nadvanced computing. For additional information visit www.fermiamerica.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4777189-1&h=1570229477&u=https%3A%2F%2Fwww.fermiamerica.com&a=www.fermiamerica.com)\n.\n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/texas-business-court-denies-former-ceos-request-for-emergency-relief-against-fermis-board-302882581.html\n(https://www.prnewswire.com/news-releases/texas-business-court-denies-former-ceos-request-for-emergency-relief-against-fermis-board-302882581.html)\n\nSOURCE Fermi Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1841263/Fermi-Logo.jpg?id=OA2956246\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved.","article_body_html":"","raw_payload":{"data":{"id":"nPn7hCjP0a-20260917","title":"Texas Business Court Denies Former CEO's Request for Emergency Relief Against Fermi's Board","author":"PR Newswire","ticker":"FRMI","created":"2026-09-17T20:05:00.485Z","tickers":["FRMI"],"exchange":"NASDAQ","article_body":"Texas Business Court Denies Former CEO's Request for Emergency Relief Against Fermi's Board\nPR Newswire\n\nDALLAS, Sept. 17, 2026\n\n * Court denies all three of the former CEO's requests for a temporary\nrestraining order, including requests to block the Board's bylaw amendments\nand the nomination deadline for Fermi's 2026 Annual Meeting\n * Court holds that Texas law expressly permits bylaws the Board adopted in May\n2026, contrary to the former CEO's claim that they were facially invalid\n * The former CEO swore under penalty of perjury that the facts stated in his\ncomplaint were \"true and correct\" — three days after his own press release\nstated facts directly to the contrary, and one day before his attorney\nconceded his complaint was inaccurate at the hearing\n * Court finds no sufficient factual showing of fraud or improper purpose; the\nCourt did not order any discovery\nDALLAS, Sept. 17, 2026 /PRNewswire/ -- Fermi Inc. (NASDAQ:FRMI) (LSE:FRMI),\noperating as Fermi America™ (\"Fermi\" or the \"Company\"), today announced that\nthe Business Court of Texas has denied each of three requests for a temporary\nrestraining order sought by the Company's former chief executive officer and\nhis investment vehicle. The Honorable Brian Stagner entered the order on\nSeptember 16, 2026, following a hearing held on September 15, 2026, in\nNeugebauer v. Fermi Inc., Cause No. 26-BC01B-0034 (Bus. Ct. Tex., First Div.).\n\nThe Company's former CEO asked the Court to restrain enforcement of three\nseparate corporate actions: the bylaw amendment adopted on May 13, 2026,\nrequiring the affirmative vote of holders of 70% of the outstanding shares for\nshareholders to amend specified bylaw provisions; the director-election voting\nstandard in the Company's amended bylaws; and the September 10, 2026 deadline\nfor shareholder nominations and proposals in advance of the Company's Annual\nMeeting of Shareholders on October 30, 2026. The Court denied all three\nrequests.\n\nMr. Neugebauer had filed his application for emergency relief on September 8,\n2026. On September 14, 2026 — one day before the hearing — Mr. Neugebauer\npersonally executed a verification of the complaint. In the verification Mr.\nNeugebauer swore \"under penalty of perjury\" that the facts stated in the\ncomplaint were \"within my personal knowledge and are true and correct.\"\n\nIn fact, central allegations in Mr. Neugebauer's complaint were demonstrably\nuntrue and Mr. Neugebauer's counsel was forced to acknowledge as much at the\nhearing.\n\nIn denying Mr. Neugebauer's requests, the Court held that the Texas Business\nOrganizations Code expressly authorizes both voting standards the Board\nadopted. Texas law expressly authorizes the majority-of-outstanding\ndirector-election standard the Board adopted in August 2026 and it also\npermits a supermajority threshold for the matters the 70% amendment covers.\n\nContrary to certain press reports published before the order issued, the Court\ndid not order discovery and did not grant Mr. Neugebauer any discovery. The\norder denies emergency relief and does not resolve the parties' underlying\nclaims which remain pending.\n\n\"Mr. Neugebauer asked a Texas court to block this Board's bylaw amendments and\nthe nomination deadline for our Annual Meeting. The Court denied every\nrequest,\" said Marius Haas, Chairman of the Board of Directors of Fermi Inc.\n\"Texas law expressly permits the voting standards this Board adopted, as the\nCourt confirmed. As the Company has previously stated, the Board has found no\ncredible evidence to date supporting the allegations Mr. Neugebauer has made\nabout this Company and its directors. This Board removed him as chief\nexecutive officer and terminated him for cause after careful deliberation and\nin accordance with its fiduciary duties. Fermi is focused on delivering value\nto shareholders. Mr. Neugebauer's malicious efforts to manufacture a\ncontroversy where none exists are a distraction from that work and are not in\nthe interests of Fermi's shareholders.\"\n\nA copy of the Court's order is available on the Investor Relations section of\nthe Company's website at https://investor.fermiamerica.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4777189-1&h=3241725974&u=https%3A%2F%2Finvestor.fermiamerica.com%2F&a=https%3A%2F%2Finvestor.fermiamerica.com)\n.\n\nInvestor Contact\nBarry Sievert | IR@fermiamerica.com (mailto:IR@fermiamerica.com)\n\nMedia Contact\nFermi Inc. Communications | press@fermiamerica.com\n(mailto:press@fermiamerica.com)\n\nAbout Fermi America™\n\nFermi America™ (NASDAQ:FRMI) (LSE:FRMI) develops next-generation private\nelectric grids that deliver highly redundant power at gigawatt scale to\nsupport next-generation intelligence and AI compute. Fermi America™ combines\ncutting-edge technology with a deep bench of proven world-class\nmulti-disciplinary leaders with a combined 25 GW of experience, to create one\nof the world's largest, 17 GW next-gen private grid, helping ensure America's\nenergy and AI dominance. The behind-the-meter Project Matador campus is\nexpected to integrate the nation's biggest combined-cycle natural gas project,\none of the largest clean, new nuclear power complexes in America, utility grid\npower, solar power, and battery energy storage, to support hyperscale AI and\nadvanced computing. For additional information visit www.fermiamerica.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4777189-1&h=1570229477&u=https%3A%2F%2Fwww.fermiamerica.com&a=www.fermiamerica.com)\n.\n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/texas-business-court-denies-former-ceos-request-for-emergency-relief-against-fermis-board-302882581.html\n(https://www.prnewswire.com/news-releases/texas-business-court-denies-former-ceos-request-for-emergency-relief-against-fermis-board-302882581.html)\n\nSOURCE Fermi Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1841263/Fermi-Logo.jpg?id=OA2956246\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved."},"type":"article","timestamp":"2026-09-17T20:05:00.545157626Z","server_sent_at_ms":1789675500545},"received_at":"2026-09-17T20:05:00.599Z","source_url":"https://www.prnewswire.com/news-releases/texas-business-court-denies-former-ceos-request-for-emergency-relief-against-fermis-board-302882581.html"},"analysis":{"id":"135716","press_release_id":"146891","analysis_json":{"industry":{"label":"Independent Power Producers & Energy Traders","sector":"Energy"},"redFlags":["underlying claims in Neugebauer v. Fermi Inc. remain pending — interim win does not end the governance dispute","ongoing fight with a former CEO terminated for cause risks further damaging disclosures or discovery at the merits stage","conflicting pre-order press reports about the ruling highlight information noise around the case"],"eventType":"legal_litigation","narrative":"A Texas Business Court denied all three of former CEO Neugebauer's requests for a temporary restraining order against Fermi's board, with Judge Brian Stagner entering the order on September 16, 2026 in Neugebauer v. Fermi Inc.\n\nThe court held the Texas Business Organizations Code expressly permits the board's bylaw amendments — including the requirement that holders of 70% of outstanding shares approve specified bylaw changes — as well as the director-election voting standard and the September 10 nomination deadline ahead of the October 30, 2026 annual meeting.\n\nThe court found no sufficient factual showing of fraud or improper purpose, ordered no discovery, and left the parties' underlying claims pending. It also took note that Neugebauer swore his complaint's facts were true and correct days after they were shown to be demonstrably untrue.\n\nChairman Marius Haas said the board removed Neugebauer as chief executive and terminated him for cause after careful deliberation, calling his litigation an effort to manufacture a controversy and a distraction from delivering shareholder value.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Board sweeps the interim round against its for-cause-terminated former CEO — annual meeting on track, but the merits fight is still ahead."},"keyFigures":{"customDimensions":{"court_order_date":"September 16, 2026","annual_meeting_date":"October 30, 2026","nomination_deadline":"September 10, 2026","tro_requests_denied":3,"bylaw_amendment_date":"May 13, 2026","supermajority_bylaw_threshold":"70%"}},"quotedText":"The Court denied every request","namedEntities":{"people":[{"name":"Marius Haas","role":"Chairman of the Board of Directors, Fermi Inc."},{"name":"Mr. Neugebauer","role":"former CEO of Fermi Inc., plaintiff in Neugebauer v. Fermi Inc."},{"name":"Brian Stagner","role":"Judge, Business Court of Texas, First Division"}],"products":["Project Matador"],"companies":[{"name":"Fermi Inc. (Fermi America)","ticker":"FRMI","relationship":"filer and defendant"}],"dollarAmounts":[]},"materialImpact":{"score":3,"reasoning":"Issuer-authored litigation disclosure: the Texas Business Court denied all three of the former CEO's TRO requests, validating the Board's bylaw amendments and nomination deadline ahead of the October 30 annual meeting. A clear interim win, but the underlying claims remain pending, so no final resolution of the governance dispute."},"tickerRelevance":{"others":[{"ticker":"LSE:FRMI","relevance":"same issuer, London listing"}],"primary":"FRMI"},"globalImportance":32,"audienceRelevance":48,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"mid-cap, recent high-profile AI-power listing","eventGravity":"interim litigation win — TRO denied, merits pending","issuerAuthored":true,"litigationStage":"emergency relief denied; underlying claims unresolved","retailFavoriteBoost":"AI-compute power theme attracts retail attention"}},"event_type":"legal_litigation","event_type_secondary":null,"sentiment":"bullish","material_impact_score":3,"narrative":"A Texas Business Court denied all three of former CEO Neugebauer's requests for a temporary restraining order against Fermi's board, with Judge Brian Stagner entering the order on September 16, 2026 in Neugebauer v. Fermi Inc.\n\nThe court held the Texas Business Organizations Code expressly permits the board's bylaw amendments — including the requirement that holders of 70% of outstanding shares approve specified bylaw changes — as well as the director-election voting standard and the September 10 nomination deadline ahead of the October 30, 2026 annual meeting.\n\nThe court found no sufficient factual showing of fraud or improper purpose, ordered no discovery, and left the parties' underlying claims pending. It also took note that Neugebauer swore his complaint's facts were true and correct days after they were shown to be demonstrably untrue.\n\nChairman Marius Haas said the board removed Neugebauer as chief executive and terminated him for cause after careful deliberation, calling his litigation an effort to manufacture a controversy and a distraction from delivering shareholder value.","key_figures":{"customDimensions":{"court_order_date":"September 16, 2026","annual_meeting_date":"October 30, 2026","nomination_deadline":"September 10, 2026","tro_requests_denied":3,"bylaw_amendment_date":"May 13, 2026","supermajority_bylaw_threshold":"70%"}},"named_entities":{"people":[{"name":"Marius Haas","role":"Chairman of the Board of Directors, Fermi Inc."},{"name":"Mr. Neugebauer","role":"former CEO of Fermi Inc., plaintiff in Neugebauer v. Fermi Inc."},{"name":"Brian Stagner","role":"Judge, Business Court of Texas, First Division"}],"products":["Project Matador"],"companies":[{"name":"Fermi Inc. (Fermi America)","ticker":"FRMI","relationship":"filer and defendant"}],"dollarAmounts":[]},"model_name":"glm-5.3-flash","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-17T20:05:35.197Z","global_importance":32,"audience_relevance":48,"importance_components":{"tickerTier":"mid-cap, recent high-profile AI-power listing","eventGravity":"interim litigation win — TRO denied, merits pending","issuerAuthored":true,"litigationStage":"emergency relief denied; underlying claims unresolved","retailFavoriteBoost":"AI-compute power theme attracts retail attention"}},"durationMs":34588,"modelName":"glm-5.3-flash"}}