Fermi Inc. (FRMI) dissidents file Schedule 14A to seek special meeting

Rhea-AI Filing Summary

FERMI INC. filed a proxy solicitation by dissident shareholders seeking agent designations for a special meeting. The filing states that Toby R. Neugebauer, affiliated entities and other Participants intend to file a definitive Schedule 14A and green agent designations card to solicit proxies for a special meeting anticipated on or around June 30, 2026.

The Schedule notes a prior Schedule 13G dated November 14, 2025 reporting 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. The Participants advise shareholders to read the forthcoming definitive proxy materials.

Insights

Corporate Governance Analyst

Dissident group is pursuing a shareholder-called special meeting via agent designations.

The filing outlines an organized solicitation by Toby R. Neugebauer and affiliated entities, referencing a prior Schedule 13G that discloses their beneficial share counts as of November 14, 2025. The filing also lists additional named Participants who currently report no beneficial ownership.

Key dependencies include the availability and content of the definitive proxy statement, the green agent designations card, and holder response by the anticipated June 30, 2026 meeting date. Subsequent filings will show solicitation mechanics and any voting recommendations.

Key Figures

Anticipated special meeting date: June 30, 2026 Toby R. Neugebauer beneficial ownership: 139,016,035 shares Vicksburg Investments beneficial ownership: 44,656,376 shares +1 more

4 metrics

Anticipated special meeting date June 30, 2026 date the Participants expect the special meeting

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

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

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

Key Terms

green agent designations card, Schedule 14A, Schedule 13G

3 terms

green agent designations card regulatory

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

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

"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.

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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 4, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

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Item 2: On June 4, 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”) 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 “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 WILL BE FILED BY THE 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 PROXY STATEMENT 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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FAQ

What is FRMI's proxy filing about?

The filing reports a dissident solicitation to obtain agent designations for a shareholder-called special meeting on or around June 30, 2026. It states the Participants will file a definitive Schedule 14A and a green agent designations card to solicit proxies.

Who are the main Participants named in the FRMI proxy?

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. Ownership varies by named entity.

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

Per the Schedule 13G filed on November 14, 2025, Toby R. Neugebauer beneficially owns 139,016,035 shares of common stock, as reported in the proxy statement excerpt and accompanying disclosures.

Do the other named Participants own FRMI shares?

The excerpt states that, as of the date of the proxy excerpt, none of the other named Participants besides the Fermi Founder Parties beneficially own any shares of common stock. The definitive proxy may update ownership details.

Where can shareholders find the definitive proxy materials for FRMI?

The Participants state that definitive proxy materials, including the green agent designations card, will be available at no charge on the SEC website at http://www.sec.gov and that they will provide copies upon request when available.