Neugebauer-led group files proxy to call special meeting (FRMI)

Rhea-AI Filing Summary

Fermi Inc. proxy materials filed by Toby R. Neugebauer and affiliated parties seek agent designations to call a special meeting of shareholders. The filing states the Participants filed a definitive Schedule 14A and related materials and urges shareholders to read the proxy statement and green agent designation card.

Mr. Neugebauer is disclosed as beneficially owning 146,516,035 shares of Common Stock, including 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. Other named Participants report no beneficial ownership.

Insights

Corporate Governance Specialist

Shareholder group filed a proxy to call a special meeting and disclosed large founder holdings.

The filing reports that the Participants submitted a definitive Schedule 14A and green agent designation card to solicit agent designations for a special meeting. The materials urge shareholders to review proxy documents available on the SEC website.

Key dependencies include shareholder participation in agent designations and any procedural voting thresholds; timing is stated as to be held "as promptly as practicable." Subsequent proxy materials and meeting notices will clarify meeting mechanics and required actions.

Securities Filings Analyst

Filing discloses exact beneficial ownership figures for the filing group.

The statement lists total beneficial ownership of 146,516,035 shares for Toby R. Neugebauer and affiliated entities, broken into three explicit holdings: 44,656,376, 94,359,659, and 7,500,000 shares linked to vested RSUs. These figures are factual disclosures required for Schedule 14A context.

Cash‑flow treatment or proposed governance changes are not described here; follow-up proxy pages will detail proposals and any requested shareholder votes.

Key Figures

Total beneficial ownership: 146,516,035 shares Vicksburg Investments holding: 44,656,376 shares Melissa A. Neugebauer 2020 Trust holding: 94,359,659 shares +1 more

4 metrics

Total beneficial ownership 146,516,035 shares total reported for Toby R. Neugebauer

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

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

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

Key Terms

Schedule 14A, agent designations, special meeting, beneficially owns

4 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 corporate

"accompanying GREEN agent designations card"

special meeting corporate

"solicitation of agent designations for calling a special meeting"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

beneficially owns securities

"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.

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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 12, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

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Item 2: On June 12, 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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FAQ

What did Fermi Inc. (FRMI) shareholders receive in this filing?

Shareholders received a Schedule 14A proxy filing seeking agent designations for a special meeting. The filing includes a definitive proxy statement and a green agent designation card that the Participants say are available on the SEC website at no charge.

How many shares does Toby R. Neugebauer beneficially own according to the proxy?

Mr. Neugebauer is reported to beneficially own 146,516,035 shares of common stock. That total is broken into 44,656,376, 94,359,659, and 7,500,000 share components as disclosed in the filing.

Who are the Participants listed in the Fermi Inc. proxy filing?

The Participants include Toby R. Neugebauer, Vicksburg Investments Management LLC, Melissa A. Neugebauer 2020 Trust, David A. Daglio, Charles M. Elson, Sheila Hooda, John T. Jimenez, Juan A. Pujadas, and Janet Yang. The filing names them as soliciting parties.

Do any other Participants report beneficial ownership in the filing?

The filing states that, as of the date shown, none of the other named Participants beneficially own any shares of Common Stock. Only Mr. Neugebauer and his affiliated entities report beneficial ownership in this excerpt.