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Founder-led group (FRMI) files Schedule 14A, reports 146.5M shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
DFAN14A

Rhea-AI Filing Summary

FERMI INC. filed a definitive proxy statement seeking agent designations to call a special meeting. The filing, led by Toby R. Neugebauer and affiliated parties, accompanies a green agent designations card and other solicitation materials referenced for the Special Meeting. Mr. Neugebauer beneficially owns 146,516,035 shares of Common Stock as described in the filing, including 44,656,376 held by Vicksburg Investments Management LLC, 94,359,659 held by the Melissa A. Neugebauer 2020 Trust, and 7,500,000 shares underlying restricted stock units that vested on termination without cause. The filing states other named Participants currently do not beneficially own any Common Stock.

Positive

  • None.

Negative

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Insights

Proxy solicitation initiated by founder-led group to call a special meeting.

The Participants filed a definitive Schedule 14A and a green agent designations card to solicit agent designations for a Special Meeting; materials were posted on June 17, 2026. The filing identifies the specific shareholdings of the lead participant, providing transparency on voting power behind the solicitation.

Key dependencies include how many shareholders sign agent designations and any procedural conditions for calling the Special Meeting; subsequent filings and mailed proxy materials will show solicitation progress and timing.

Founder group shows concentrated ownership and is mobilizing votes.

The excerpt lists 146,516,035 shares beneficially owned by Mr. Neugebauer via entities and vested RSUs, indicating concentrated economic interest. The filing explicitly urges shareholders to read the definitive proxy materials and offers free copies via the SEC site.

Practical outcomes hinge on solicitation reach and whether other holders align; future proxy counts and any competing solicitations will clarify potential control effects.

Filing type Schedule 14A (definitive) <date>June 17, 2026</date>
Beneficial ownership - total 146,516,035 shares Mr. Toby R. Neugebauer beneficial ownership reported in proxy
Vicksburg Investments holdings 44,656,376 shares held by Vicksburg Investments Management LLC
Melissa A. Neugebauer 2020 Trust holdings 94,359,659 shares held by the Melissa A. Neugebauer 2020 Trust
RSUs vested 7,500,000 shares restricted stock units vested in connection with termination without cause
Availability of materials Available on SEC website proxy materials available at http://www.sec.gov
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 card regulatory
"accompanying GREEN agent designations card"
restricted stock units financial
"7,500,000 shares of Common Stock underlying restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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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 17, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

 

1

 

 

Item 2: On June 17, 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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Source: View Original Filing on SEC EDGAR

FAQ

What did FERMI INC.'s proxy filing on June 17, 2026 disclose?

The filing disclosed a definitive Schedule 14A to solicit agent designations for a Special Meeting. It lists that Toby R. Neugebauer beneficially owns 146,516,035 shares, broken down into entity and trust holdings and vested RSUs.

Who are the Participants in the FERMI INC. solicitation (FRMI)?

Participants include Toby R. Neugebauer, Vicksburg Investments Management LLC, Melissa A. Neugebauer 2020 Trust, and six named individuals. The filing says the other named Participants do not beneficially own Common Stock as of the filing date.

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

Mr. Neugebauer is reported to beneficially own 146,516,035 shares of Common Stock. This amount includes holdings by Vicksburg, the Melissa A. Neugebauer 2020 Trust, and 7,500,000 vested RSUs.

Where can FRMI shareholders obtain the proxy materials?

The Participants state proxy materials are available at no charge on the SEC website and will provide copies upon request. The filing specifically directs shareholders to http://www.sec.gov for the definitive proxy materials.

Do the other named Participants own shares in FERMI INC. per the filing?

The filing states that, as of the date shown, none of the other Participants beneficially own any shares of Common Stock. Only Mr. Neugebauer and his affiliated entities are reported as beneficial owners.