Fermi founder group seeks special meeting

Fermi Inc. founder parties led by Toby R. Neugebauer are soliciting shareholders to designate agents to call a special meeting of shareholders.

Rhea-AI Filing Summary

Fermi Inc. founder parties led by Toby R. Neugebauer are soliciting shareholders to designate agents to call a special meeting of shareholders.

Mr. Neugebauer beneficially owns 146,516,035 shares of common stock. The solicitation uses a GREEN agent designation card to seek consents; the record date for the solicitation was June 10, 2026.

Key Figures

Beneficial ownership - Neugebauer total: 146,516,035 shares Vicksburg Investments holding: 44,656,376 shares Melissa A. Neugebauer 2020 Trust holding: 94,359,659 shares +2 more

5 metrics

Beneficial ownership - Neugebauer total 146,516,035 shares total beneficial ownership as stated in the filing

Vicksburg Investments holding 44,656,376 shares beneficially owned by Vicksburg Investments Management LLC

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

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

Record date for solicitation June 10, 2026 record date for street name shareholders referenced in the solicitation

Key Terms

GREEN agent designation card, Solicitation Statement, Special Meeting, BLUE proxy card

4 terms

GREEN agent designation card regulatory

"readers are encouraged to vote their GREEN agent designation card"

Solicitation Statement regulatory

"supplementing their definitive solicitation statement (the “Solicitation Statement”)"

Special Meeting regulatory

"to call a special meeting of shareholders of the Company (the “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.

BLUE proxy card regulatory

"the Fermi Founder Parties will distribute a BLUE proxy card"

A blue proxy card is the ballot sent to shareholders by a dissident or challenger group during a contested board election; issuers often print it on blue paper or label it “blue” to distinguish it from the company’s own proxy card. It matters to investors because choosing between competing proxy cards determines which slate of directors will control corporate decisions, similar to receiving two different ballots in an election where your choice decides who runs the organization.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the Fermi (FRMI) solicitation about?

The founder group is soliciting consents to designate agents to call a special meeting. Shareholders are asked to return a GREEN agent designation card to consent to calling the Special Meeting.

How many Fermi shares does Toby Neugebauer beneficially own?

Toby Neugebauer beneficially owns 146,516,035 shares of common stock, including holdings by Vicksburg and the Melissa A. Neugebauer 2020 Trust and vested RSUs.

Who receives the GREEN voting instruction forms and how do street name holders vote?

Street name holders with electronic delivery may receive the GREEN form by email and can vote online via their broker’s instructions; registered holders must sign and return a physical GREEN agent designation card.

What happens after shareholders consent to call the Special Meeting?

If the Special Meeting is called, the founder parties will distribute a BLUE proxy card at the Special Meeting for shareholders to vote on the proposals the participants plan to submit.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/18/2026 - 04:10 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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 Under § 240.14a-12

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 Persons(s) Filing Proxy Statement, if other than the Registrant)

THIS SOLICITATION IS BEING CONDUCTED BY THE FERMI FOUNDER PARTIES AND THE OTHER PARTICIPANTS AND IS NOT BEING CONDUCTED BY OR ON BEHALF OF FERMI INC. OR ITS BOARD OF DIRECTORS

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

IMPORTANT INFORMATION

FOR SHAREHOLDERS WHO HOLD SHARES
THROUGH A BANK, BROKER OR OTHER NOMINEE

HOW TO VOTE YOUR GREEN VOTING INSTRUCTION FORM

TO CALL A SPECIAL MEETING OF SHAREHOLDERS

Toby Neugebauer, Vicksburg Investments Management LLC, the Melissa A. Neugebauer 2020 Trust (the “Fermi Founder Parties”) and the other participants named herein are supplementing their definitive solicitation statement (the “Solicitation Statement”), filed with the Securities and Exchange Commission on June 10, 2026, to inform shareholders of the following important information about the Fermi Founder Parties’ solicitation of holders of common stock of Fermi Inc. (the “Company”) to designate agents to call a special meeting of shareholders of the Company (the “Special Meeting”). Please refer to the Solicitation Statement for more information about the Fermi Founder Parties’ solicitation.

Shareholders who own shares of common stock through a bank, broker, or other nominee (also called a “street name” shareholder), and who have previously consented to electronic delivery, may receive their GREEN voting instruction form by email. Most “street name” shareholders will be able to vote their GREEN voting instruction forms online using the instructions provided by their bank, broker or other nominee.

Street name shareholders who held common stock as of June 10, 2026, the record date for the Fermi Founder Parties’ solicitation, are encouraged to check their email and/or mailbox for our solicitation materials and vote their GREEN voting instruction form to CONSENT to the calling of the Special Meeting as soon as possible.

Shareholders who hold their common stock in registered name through the Company’s transfer agent may only vote their shares by signing and returning their physical GREEN agent designation card.

Support a Good Governance Vote on the Future of Fermi

Vote CONSENT to Calling the Special Meeting on the GREEN Agent Designation Card Today

Your vote to CONSENT to calling a Special Meeting is NOT a vote in favor of the proposals to be submitted at the Special Meeting. It is a vote to call the Special Meeting so shareholders can hear the facts and then decide. If the Special Meeting is successfully called, the Fermi Founder Parties will distribute a BLUE proxy card on which you may vote for the proposals for the meeting.

If you have any questions or require assistance in executing your GREEN agent designation card, please contact our proxy solicitor:

520 8^th Avenue, 14^th Floor

New York, NY 10018

(212) 257-1311

Shareholders call toll-free at (888) 368-0379

Email: info@saratogaproxy.com

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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 AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AND 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.

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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