Neugebauer Files Proxy Push for Fermi Board (May 29 Meeting)

Fermi Inc. shareholders Toby R. Neugebauer and affiliated parties are soliciting proxies and agent designations relating to two upcoming shareholder meetings.

Rhea-AI Filing Summary

Fermi Inc. shareholders Toby R. Neugebauer and affiliated parties are soliciting proxies and agent designations relating to two upcoming shareholder meetings. The Participants intend to file definitive Schedule 14A proxy statements with a BLUE proxy card for the special meeting called for May 29, 2026 and a GREEN agent designations card for a shareholder‑called special meeting anticipated on or around June 30, 2026.

The Neugebauer family stated they will gift a portion of their shares to charities if the company elects REIT status and must satisfy the 5/50 Rule, and they say these gifts were their original intention. The filing cites a Schedule 13G reporting that Mr. Neugebauer and two affiliated entities beneficially own 139,016,035, 44,656,376 and 94,359,659 shares, respectively.

Insights

Corporate Governance Specialist

Shareholder group is mounting a dual proxy push for two meetings.

The Participants state they will file definitive Schedule 14A materials and use both a BLUE proxy card for the May 29 meeting and a GREEN agent designation card for a shareholder‑called meeting around June 30, 2026. The materials aim to elect the Participants' slate of director candidates.

Key dependencies include the formal filing of proxy materials and the outcome of solicitations; timing and vote outcomes are contingent on subsequent proxy statements and shareholder responses.

Activist Investor Strategist

Founding shareholder cites share gifts to address a potential REIT 5/50 constraint.

The Neugebauer parties state they will gift shares to charities if a REIT election triggers the 5/50 Rule. This statement frames a remedial action tied to a potential tax/status decision rather than a disclosed corporate decision.

Monitor the definitive proxy statements and any company response for precise gift mechanics, timing, and whether shares will be transferred prior to or after any REIT election.

Key Figures

Neugebauer beneficial ownership: 139,016,035 shares Vicksburg Investments ownership: 44,656,376 shares Melissa A. Neugebauer 2020 Trust ownership: 94,359,659 shares +3 more

6 metrics

Neugebauer beneficial ownership 139,016,035 shares reported on Schedule 13G, November 14, 2025

Vicksburg Investments ownership 44,656,376 shares reported on Schedule 13G, November 14, 2025

Melissa A. Neugebauer 2020 Trust ownership 94,359,659 shares reported on Schedule 13G, November 14, 2025

5/50 Rule threshold 50% Top five individual shareholders cannot hold more than <percent>50%</percent> if REIT status applies

May 29 Meeting date May 29, 2026 special meeting called for director elections

Shareholder‑Called Special Meeting (anticipated) on or around June 30, 2026 anticipated date for shareholder‑called special meeting

Key Terms

5/50 Rule, Schedule 14A, Schedule 13G, proxy card

4 terms

5/50 Rule regulatory

"A certain time after it becomes a REIT by making the relevant tax election, Fermi would be required to meet the 5/50 Rule"

Schedule 14A regulatory

"intend to file a definitive proxy statement on Schedule 14A"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

Schedule 13G regulatory

"The Fermi Founder Parties filed a Schedule 13G with respect to the Company on November 14, 2025"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

proxy card financial

"accompanying BLUE proxy card, and other relevant documents"

A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the proxy actions filed by FRMI participants?

They plan to file definitive Schedule 14A proxy statements with a BLUE proxy card for the May 29, 2026 meeting and a GREEN agent designation card for a shareholder‑called meeting around June 30, 2026.

Who are the Participants soliciting proxies for FRMI?

The Participants include Toby R. Neugebauer, Vicksburg Investments Management LLC, Melissa A. Neugebauer 2020 Trust, David A. Daglio, Charles M. Elson, John T. Jimenez, and Janet Yang, among others named in the filing.

What did the Neugebauer family say about gifting shares at FRMI?

They stated they intend to gift a percentage of their shares to foundations and charities if the company elects REIT status and must satisfy the 5/50 Rule, saying gifting was their original intention.

What shareholdings did the Schedule 13G report for FRMI show?

The Schedule 13G reported beneficial ownership of 139,016,035 shares by Mr. Neugebauer, 44,656,376 shares by Vicksburg Investments Management LLC, and 94,359,659 shares by the Melissa A. Neugebauer 2020 Trust.

Where can FRMI shareholders find the proxy materials?

The Participants state the definitive proxy materials will be available free at the SEC website and that copies will be provided without charge upon request when available.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 04:00 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☒	Soliciting Material Pursuant to §240.14a-12a

FERMI INC.

(Name of Registrant as Specified in Its Charter)

VICKSBURG INVESTMENTS MANAGEMENT LLC

TOBY R. NEUGEBAUER

MELISSA A. NEUGEBAUER 2020 TRUST

DAVID A. DAGLIO

CHARLES M. ELSON

JOHN T. JIMENEZ

JANET YANG

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐	Fee paid previously with preliminary materials.

On May 12, 2026, Toby R. Neugebauer, together with the other participants named herein, issued a press release:

Toby Neugebauer and His Family Believe Generosity is the Solution to Meet 5/50 REIT Compliance, Should Company Choose to Unnecessarily Elect REIT Status for 2025 and/or 2026

DALLAS, May 12, 2026 /PRNewswire/ -- Toby Neugebauer, Co-Founder and largest shareholder of Fermi Inc. (d/b/a Fermi America) (Nasdaq: FRMI) (“Fermi” or the “Company”), today responded to the Company threatening to confiscate some of his family shares by announcing that he and his family have decided to gift a percentage of their shares to help the Company solve the 5/50 REIT Rule if and when the Company qualifies as a REIT, to well-deserving foundations and charities. The Neugebauer family, undeterred by threats, believe this is a far better result and are honored to be able to help others in this manner.

A certain time after it becomes a REIT by making the relevant tax election, Fermi would be required to meet the 5/50 Rule, meaning that the Company’s top five shareholders who are individuals cannot hold more than 50% ownership of Fermi. The Neugebauers believe that electing REIT status for 2025 and/or 2026 serves no material tax purpose today. However, the Neugebauers intend to make these supporting gifts to charitable organizations regardless.

Gifting these shares was the Neugebauers’ intention all along. The board’s actions simply accelerated the execution.

Important Information

Mr. Neugebauer and two of his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”), together with David A. Daglio, Charles M. Elson, John T. Jimenez and Janet Yang (collectively, in such capacity, the “May 29 Meeting Participants”), intend to file a definitive proxy statement on Schedule 14A, accompanying BLUE proxy card, and other relevant documents with the SEC in connection with the solicitation of proxies with respect to the election of the Fermi Founder Parties’ slate of director candidates and other proposals that may come before the special meeting of shareholder called for May 29, 2026 (the “May 29 Meeting”).

The Fermi Founder Parties and David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda and Juan A. Pujadas (collectively, in such capacity, the “Shareholder-Called Special Meeting Participants” and together with the May 29 Meeting Participants, the “Participants”) intend to file a definitive proxy statement on Schedule 14A, accompanying GREEN agent designations card, and other relevant documents with the SEC in connection with the solicitation of proxies with respect to the solicitation of agent designations for calling a special meeting of shareholders anticipated to be held on or around June 30, 2026 (the “Shareholder-Called Special Meeting”).

THE APPLICABLE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE APPLICABLE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE BLUE PROXY CARD AND THE GREEN PROXY CARD, AS APPLICABLE, THAT HAVE BEEN OR WILL BE FILED BY SUCH PARTICIPANTS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The Fermi Founder Parties filed a Schedule 13G with respect to the Company on November 14, 2025, which reported that Mr. Neugebauer beneficially owns 139,016,035 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock, and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares of Common Stock. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.

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