Founder group seeks agent designations at FERMI Inc. (FRMI) for June meeting

Rhea-AI Filing Summary

FERMI Inc. filed a Schedule 14A proxy statement disclosure announcing that a group of holders intend to solicit agent designations for a special meeting anticipated to be held on or around June 30, 2026. The filing identifies the Fermi Founder Parties and Participants who will file a definitive proxy statement and a green agent designations card with the SEC.

The notice states the Fermi Founder Parties previously reported beneficial ownership on November 14, 2025 via a Schedule 13G: 139,016,035 shares beneficially owned by Toby R. Neugebauer in total, including 44,656,376 shares held by Vicksburg Investments Management LLC and 94,359,659 shares held by the Melissa A. Neugebauer 2020 Trust. The Participants advise shareholders to read the forthcoming definitive proxy materials, which will be available at no charge on the SEC website.

Insights

Corporate Governance Specialist

Large founder-aligned holders are seeking shareholder agent designations for a special meeting.

The filing states that the Fermi Founder Parties and named Participants intend to file a definitive Schedule 14A and a green agent designations card to solicit proxies for a special meeting anticipated on June 30, 2026. This is a shareholder-driven solicitation disclosed publicly.

The excerpt also cites a Schedule 13G filed on November 14, 2025 showing beneficial ownership of 139,016,035 shares attributed to Toby R. Neugebauer and affiliated entities. Subsequent definitive proxy materials should specify proposals, voting mechanics, and any requested shareholder actions.

Key Figures

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

4 metrics

Special meeting anticipated June 30, 2026 anticipated special meeting date stated in proxy notice

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

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

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

Key Terms

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

4 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.

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.

green agent designations card procedural

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

agent designations corporate governance

"solicitation of agent designations for calling a special meeting of shareholders"

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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 1, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

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Item 2: On June 1, 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 are the Participants asking FRMI shareholders to do?

They ask shareholders to review and consider submitting agent designations for a special meeting. The Participants will file a definitive Schedule 14A and a green agent designations card and advise shareholders to read those proxy materials available at the SEC website.

When is the special meeting for FRMI expected to occur?

The special meeting is anticipated to be held on or around June 30, 2026. The proxy notice frames that date as an expected timing and says definitive materials will accompany solicitation details.

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

The Schedule 13G reported 139,016,035 shares beneficially owned by Toby R. Neugebauer as of November 14, 2025. That total includes holdings by Vicksburg Investments and the Melissa A. Neugebauer 2020 Trust as disclosed.

Which affiliated entities hold FRMI shares and how many?

Vicksburg Investments Management LLC reported 44,656,376 shares; the Melissa A. Neugebauer 2020 Trust reported 94,359,659 shares. These figures were reported on November 14, 2025 in a Schedule 13G filing.

Where can FRMI shareholders obtain the definitive proxy materials?

The Participants state the definitive proxy statement and green agent designations card will be available free on the SEC website. They also say copies will be provided upon request when available.