Fermi participants file for proxy fights ahead of May 29 meeting

Fermi Inc. participants led by Toby R. Neugebauer announced they will file definitive proxy materials on Schedule 14A to solicit votes to elect a slate of director candidates at a special meeting called for May 29, 2026.

Rhea-AI Filing Summary

Fermi Inc. participants led by Toby R. Neugebauer announced they will file definitive proxy materials on Schedule 14A to solicit votes to elect a slate of director candidates at a special meeting called for May 29, 2026. The participants also plan to solicit agent designations for a shareholder‑called special meeting anticipated on or around June 30, 2026.

The disclosure notes the Neugebauer family intends to gift a percentage of their shares to charitable foundations if the company elects REIT status triggering the 5/50 Rule. The filing references a November 14, 2025 Schedule 13G showing combined beneficial ownership: Toby R. Neugebauer 139,016,035 shares, Vicksburg Investments Management LLC 44,656,376 shares, and Melissa A. Neugebauer 2020 Trust 94,359,659 shares.

Insights

Governance Expert

Proxy solicitation seeks to replace directors and to solicit agent designations for a second special meeting.

The participants led by Toby R. Neugebauer state they will file definitive proxy statements and accompanying BLUE and GREEN cards for meetings on May 29, 2026 and around June 30, 2026. The materials in the excerpt focus on director nominations and agent designations rather than transaction economics.

Execution depends on proxy turnout and any competing company materials; subsequent filings will provide full nominee bios, voting instructions, and solicitation details. Timing and proxy mechanics will be visible in the definitive Schedule 14A when filed.

Shareholder Relations Specialist

Large founder ownership and planned charitable gifts are central to the message and shareholder narrative.

The disclosure cites a November 14, 2025 Schedule 13G listing combined beneficial ownership by the Neugebauer-related parties: 139,016,035, 44,656,376, and 94,359,659 shares respectively. The statement frames planned gifts as a response to governance steps referenced in the release.

Future proxy filings will clarify whether the gifts affect voting power or transfer timing; investors should review the forthcoming definitive proxy for any mechanics or limitations tied to those gifts.

Key Figures

Special meeting date: May 29, 2026 Shareholder‑called meeting (anticipated): June 30, 2026 Toby R. Neugebauer beneficial ownership: 139,016,035 shares +3 more

6 metrics

Special meeting date May 29, 2026 Special meeting called by registrant

Shareholder‑called meeting (anticipated) June 30, 2026 Shareholder‑called special meeting anticipated date

Toby R. Neugebauer beneficial ownership 139,016,035 shares Schedule 13G filed November 14, 2025

Vicksburg Investments beneficial ownership 44,656,376 shares Schedule 13G filed November 14, 2025

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

Schedule 13G filing date November 14, 2025 Date of reported beneficial ownership

Key Terms

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

4 terms

5/50 Rule regulatory

"must meet the 5/50 Rule, meaning that the Company’s top five shareholders who are individuals cannot hold more than 50% ownership"

Schedule 14A regulatory

"intend to file a definitive proxy statement on Schedule 14A, accompanying BLUE proxy card"

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.

proxy card regulatory

"accompanying BLUE proxy card, and other relevant documents with the SEC"

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.

Schedule 13G regulatory

"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.

FAQ

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

What actions are the Fermi (FRMI) participants taking?

They will file definitive Schedule 14A proxy statements to solicit votes for a director slate at the May 29, 2026 special meeting and agent designations for a shareholder‑called meeting around June 30, 2026.

How many Fermi shares do the Neugebauer parties report owning?

The November 14, 2025 Schedule 13G reports Toby R. Neugebauer owns 139,016,035 shares; Vicksburg owns 44,656,376; the Melissa A. Neugebauer 2020 Trust owns 94,359,659 shares.

What is the 5/50 REIT Rule mentioned in the filing?

The 5/50 Rule requires that the top five individual shareholders cannot hold more than 50% ownership if the company elects REIT status; the participants reference gifts to address that requirement if a REIT election occurs.

When will the definitive proxy materials be available?

The participants state they intend to file definitive proxy statements and will make them available on the SEC website; availability timing will follow those filings and accompanying proxy cards.

Who are the named participants in these solicitations?

Named participants 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.

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

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.

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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