Neugebauer group seeks special meeting at Fermi (NASDAQ: FRMI) with 146.5M shares

Rhea-AI Filing Summary

Fermi Inc. founders and affiliated parties led by Toby R. Neugebauer have filed a definitive Schedule 14A and accompanying GREEN agent designations card to solicit agent designations for a special meeting to be called “as promptly as practicable.” The filings were posted on June 18, 2026 and the materials are available on the SEC website.

Mr. Neugebauer beneficially owns 146,516,035 shares of common stock, composed of 44,656,376 shares held by Vicksburg Investments Management LLC, 94,359,659 shares held by the Melissa A. Neugebauer 2020 Trust, and 7,500,000 vested restricted stock units. The other named Participants report no beneficial ownership in the disclosed excerpt.

Insights

Corporate Governance Specialist

Neugebauer-led group formally seeks shareholder action via a Schedule 14A proxy solicitation.

The filing initiates a proxy solicitation using a GREEN agent designations card to call a special meeting; materials were filed and posted on June 18, 2026. This is a procedural step to gather shareholder support for calling the meeting.

The disclosed ownership stake—146,516,035 shares—is presented as the foundation for the solicitation. Subsequent investor responses and any additional proxy materials will determine outcome; timing and meeting mechanics are not provided in the excerpt.

Key Figures

Filing date: June 18, 2026 Total beneficial ownership: 146,516,035 shares Vicksburg Investments holdings: 44,656,376 shares +2 more

5 metrics

Filing date June 18, 2026 proxy materials posted

Total beneficial ownership 146,516,035 shares total shares beneficially owned by Toby R. Neugebauer

Vicksburg Investments holdings 44,656,376 shares held by Vicksburg Investments Management LLC

Trust holdings 94,359,659 shares held by Melissa A. Neugebauer 2020 Trust

Vested RSUs 7,500,000 shares restricted stock units that vested upon termination without cause

Key Terms

Schedule 14A, agent designations card, beneficially owns

3 terms

Schedule 14A regulatory

"filed 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.

agent designations card regulatory

"accompanying GREEN agent designations card"

beneficially owns market

"Mr. Neugebauer beneficially owns 146,516,035 shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

FAQ

What did Toby Neugebauer file in the June 18, 2026 proxy for FRMI?

He and affiliated parties filed a definitive Schedule 14A and related proxy materials on June 18, 2026. The filing includes a GREEN agent designations card to solicit agent designations for calling a special meeting and directs shareholders to the SEC site for copies.

How many Fermi (FRMI) shares does Neugebauer beneficially own according to the filing?

Mr. Neugebauer beneficially owns 146,516,035 shares of common stock in total. This total comprises 44,656,376 shares held by Vicksburg Investments Management LLC, 94,359,659 shares held by the Melissa A. Neugebauer 2020 Trust, and 7,500,000 vested RSUs.

Who are the Participants named in the proxy solicitation for FRMI?

The Participants are Toby R. Neugebauer, Vicksburg Investments Management LLC, Melissa A. Neugebauer 2020 Trust, David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda and Juan A. Pujadas. The excerpt notes only Neugebauer’s entities hold shares.

What is the purpose of the GREEN agent designations card in the FRMI filing?

The GREEN agent designations card is being used to solicit agent designations to call a special meeting of shareholders. The filing states these materials accompany the Schedule 14A and are part of the effort to assemble shareholder support.

Where can shareholders obtain the proxy materials filed by the Participants?

The Participants state the definitive proxy statement and related materials are or will be available at no charge on the SEC website. They also offer to provide copies of the proxy statement without charge upon request to interested shareholders.

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Available on EDGAR 06/18/2026 - 04:00 PM Accepted by SEC EDGAR 06/18/2026 - 04:00 PM 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

SHEILA HOODA

JOHN T. JIMENEZ

JUAN A. PUJADAS

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.

Item 1: On June 18, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

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Item 2: On June 18, 2026, Toby R. Neugebauer posted the following material to X (formerly known as Twitter):

Important Information

Toby Neugebauer and his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”), David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda and Juan A. Pujadas (collectively, the “Participants”) have filed 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 agent designations for calling a special meeting of shareholders to be held as promptly as practicable (the “Special Meeting”).

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE GREEN AGENT DESIGNATIONS CARD, THAT HAVE BEEN OR WILL BE FILED BY THE PARTICIPANTS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE OR 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 PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.

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) Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock, (ii) 94,359,659 shares of Common Stock beneficially owned by 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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