Fermi (FRMI) founder Toby Neugebauer files proxy push ahead of June 30 meeting

Rhea-AI Filing Summary

On behalf of a dissident group, founder Toby R. Neugebauer and affiliated entities announced they and several participants intend to file a definitive Schedule 14A to solicit agent designations for a special meeting of shareholders anticipated on or around June 30, 2026. The notice references social posts by Mr. Neugebauer on June 8, 2026 and states the participants will file a proxy statement and a green agent designations card with the SEC.

The filing cites a Schedule 13G dated November 14, 2025 reporting that Mr. Neugebauer beneficially owns 139,016,035 shares, Vicksburg Investments Management LLC beneficially owns 44,656,376 shares, and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares. The filing states the other named participants currently hold no shares.

Insights

Corporate Governance Counsel

Founders and affiliated entities are pursuing a proxy solicitation for a special meeting.

The participants state an intent to file a definitive Schedule 14A and related materials to solicit agent designations for a special meeting anticipated on June 30, 2026. The materials referenced include a green agent designations card and proxy statement to be made available on the SEC website.

Key procedural dependencies include the filing and delivery of the definitive proxy materials and the mechanics of agent designations. Subsequent filings will disclose the precise proposals, voting mechanics, and any solicitation methods.

Securities Filings Specialist

Schedule 13G holdings are disclosed as context for the solicitation.

The filing quotes a Schedule 13G dated November 14, 2025 reporting specific beneficial ownership counts: 139,016,035, 44,656,376, and 94,359,659 shares. These figures show stake sizes the participants have previously reported.

Future SEC filings (definitive Schedule 14A and related proxy materials) should clarify whether those holdings will be voted, how agent designations will operate, and any limits or conditions; timing and procedural detail will appear in the forthcoming definitive materials.

Key Figures

Special Meeting date (anticipated): June 30, 2026 Neugebauer beneficial ownership: 139,016,035 shares Vicksburg Investments stake: 44,656,376 shares +2 more

5 metrics

Special Meeting date (anticipated) June 30, 2026 anticipated date for the shareholders' special meeting

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

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

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

Social posts referenced June 8, 2026 dates of posts to LinkedIn and X cited in the notice

Key Terms

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

4 terms

Schedule 14A regulatory

"intend to file a definitive proxy statement on Schedule 14A, accompanying GREEN agent designations 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.

green agent designations card financial

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

Schedule 13G regulatory

"The Fermi Founder Parties 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.

beneficially own market

"reported that Mr. Neugebauer beneficially owns 139,016,035 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 8, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

1

Item 2: On June 8, 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.

2

FAQ

What is FRMI filing about with this Schedule 14A?

The filing notifies shareholders that proxy solicitation materials will be filed to seek agent designations for a special meeting on or around June 30, 2026. It announces that definitive proxy materials and a green agent designations card will be furnished to shareholders.

How many FRMI shares does Toby R. Neugebauer report beneficially owning?

Per a Schedule 13G filed on November 14, 2025, Mr. Neugebauer is reported as beneficially owning 139,016,035 shares of the company’s common stock, as quoted in this proxy notice.

Which affiliated entities hold stakes disclosed in the FRMI filing?

The filing cites Vicksburg Investments Management LLC with 44,656,376 shares and the Melissa A. Neugebauer 2020 Trust with 94,359,659 shares, per the Schedule 13G dated November 14, 2025.

Will FRMI shareholders receive the proxy materials for free?

Yes; the participants state definitive proxy materials and the green agent designations card will be available at no charge on the SEC website and will be provided without charge upon request, per the notice.

Who are the other participants named in the FRMI proxy notice?

The notice lists participants as 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.