Fermi Inc. (FRMI) founders seek special meeting; Neugebauer cites 139M shares

Rhea-AI Filing Summary

Fermi Inc. founders and allied participants intend to solicit agent designations and will file a definitive Schedule 14A and a green agent designations card in connection with a special meeting anticipated to be held on or around June 30, 2026. The filing notes a prior Schedule 13G dated November 14, 2025 showing Toby R. Neugebauer beneficially owns 139,016,035 shares, Vicksburg Investments Management LLC owns 44,656,376 shares, and Melissa A. Neugebauer 2020 Trust owns 94,359,659 shares.

Insights

Corporate Governance Specialist

Founders are pursuing a shareholder meeting via proxy solicitation.

The Participants state they will file a definitive Schedule 14A and related proxy materials to solicit agent designations for a special meeting anticipated on or around June 30, 2026. The excerpt references a Schedule 13G dated November 14, 2025 listing explicit beneficial ownership amounts for the Fermi Founder Parties.

Material dependencies include the formal filing of the definitive proxy materials and the process for distributing the green agent designations card; timing and voting outcomes depend on subsequent filings and shareholder responses disclosed in later materials.

Key Figures

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

4 metrics

Special meeting date (anticipated) June 30, 2026 anticipated special meeting 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 ownership 94,359,659 shares Schedule 13G filed November 14, 2025

Key Terms

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

3 terms

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.

green agent designations card regulatory

"accompanying GREEN agent designations card"

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.

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 May 28, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

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Item 2: On May 28, 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 action are the Fermi (FRMI) founder parties taking?

They intend to file a definitive Schedule 14A and related proxy materials to solicit agent designations for a special meeting. The participants will provide a green agent designations card and will make those materials available free on the SEC website.

When is the special meeting for Fermi (FRMI) expected to occur?

The special meeting is anticipated to be held on or around June 30, 2026. The proxy excerpt states this anticipated date and indicates definitive proxy materials will accompany the solicitation of agent designations.

How many Fermi (FRMI) shares does Toby R. Neugebauer beneficially own per the filing?

Per a Schedule 13G filed on November 14, 2025, Toby R. Neugebauer beneficially owns 139,016,035 shares of common stock. That figure is reported verbatim in the proxy excerpt as his beneficial ownership.

What shares do Vicksburg Investments and the Melissa A. Neugebauer 2020 Trust hold?

The Schedule 13G dated November 14, 2025 lists Vicksburg Investments Management LLC with 44,656,376 shares and the Melissa A. Neugebauer 2020 Trust with 94,359,659 shares of common stock, as shown in the filing excerpt.

Where can shareholders obtain the definitive proxy materials for Fermi (FRMI)?

The Participants state that definitive proxy materials will be available at no charge on the SEC website at http://www.sec.gov, and they will provide copies of the proxy statement without charge upon request when available.