Toby Neugebauer Files Proxy to Call Special Meeting — FRMI

Rhea-AI Filing Summary

Fermi Inc. founding shareholder Toby R. Neugebauer and affiliated entities filed a definitive Schedule 14A proxy statement and related materials to solicit agent designations for a special meeting of shareholders to be called “as promptly as practicable.” The filing states Mr. Neugebauer beneficially owns 146,516,035 shares of common stock, comprised 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 shares underlying restricted stock units that vested on termination without cause.

Insights

Corporate Governance Analyst

Founders filed a proxy to solicit agent designations for a special meeting, showing concentrated founder ownership.

The filing indicates the Participants have submitted a definitive Schedule 14A and a green agent designation card to solicit agent designations to call a special meeting. The disclosure lists participant names and a clear ownership breakdown for Toby R. Neugebauer totaling 146,516,035 shares.

The situation depends on shareholder response and any procedural timing set by the company. Subsequent proxy materials and the special meeting logistics in future filings will clarify voting mechanics and potential outcomes.

Key Figures

Filing type: Schedule 14A (definitive) Total beneficial ownership: 146,516,035 shares Vicksburg holdings: 44,656,376 shares +2 more

5 metrics

Filing type Schedule 14A (definitive) Proxy materials to solicit agent designations

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

Vicksburg holdings 44,656,376 shares Vicksburg Investments Management LLC beneficial ownership

Trust holdings 94,359,659 shares Melissa A. Neugebauer 2020 Trust beneficial ownership

RSUs vested 7,500,000 shares Restricted stock units vested in connection with termination without cause

Key Terms

green agent designation card, beneficially owns, restricted stock units

3 terms

green agent designation card regulatory

"accompanying GREEN agent designation card, and other relevant documents"

beneficially owns financial

"Mr. Neugebauer beneficially owns 146,516,035 shares of the Company’s common stock"

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.

restricted stock units financial

"7,500,000 shares of Common Stock underlying restricted stock units that vested"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

What did FRMI filing say about the special meeting?

The filing states the Participants filed a definitive Schedule 14A to solicit green agent designations for a special meeting to be called "as promptly as practicable." It confirms proxy materials are available on the SEC website and by request.

How many FRMI shares does Toby R. Neugebauer beneficially own?

Mr. Neugebauer beneficially owns 146,516,035 shares of common stock. That total is broken down into 44,656,376 (Vicksburg), 94,359,659 (Melissa A. Neugebauer 2020 Trust), and 7,500,000 from vested restricted stock units.

Who are the Participants named in the FRMI proxy materials?

The Participants listed include 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.

Are the proxy materials available to FRMI shareholders?

Yes. The Participants state the definitive proxy statement, green agent designation card, and related proxy materials are or will be available at no charge on the SEC website and will be provided without charge upon request.

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Available on EDGAR 06/30/2026 - 04:01 PM Accepted by SEC EDGAR 06/30/2026 - 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 30, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

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Item 2: On June 30, 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 designation 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 DESIGNATION 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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