Fermi Inc.: Founder Seeks Board Control via Proxy

Fermi Inc. is facing a shareholder-led proxy campaign initiated by founder Toby R. Neugebauer and affiliated parties seeking to replace the Board and pursue a “75-day plan” to maximize value, including a potential sale or strategic partnership.

Rhea-AI Filing Summary

Fermi Inc. is facing a shareholder-led proxy campaign initiated by founder Toby R. Neugebauer and affiliated parties seeking to replace the Board and pursue a “75-day plan” to maximize value, including a potential sale or strategic partnership. The Participants intend to file a definitive Schedule 14A and solicit agent designations for a special meeting anticipated on or around June 30, 2026.

The filing notes Mr. Neugebauer and affiliated entities reported combined beneficial ownership including 139,016,035 shares held by Mr. Neugebauer, 44,656,376 shares held by Vicksburg Investments Management LLC, and 94,359,659 shares held by Melissa A. Neugebauer 2020 Trust as disclosed on a Schedule 13G filed November 14, 2025.

Insights

Corporate Governance Analyst

Founder-led proxy targets board control to pursue sale or partnership.

The Participants plan to solicit agent designations via a definitive Schedule 14A to convene a special meeting anticipated around June 30, 2026

The outcome depends on shareholder turnout, proxy-solicitation effectiveness, and incumbent directors' responses; subsequent filings will show definitive slate and vote mechanics.

Activist Investor Strategist

Large founder stake underpins a credible campaign for board majority.

The Schedule 13G numbers show substantial founder-affiliated holdings (e.g., 139,016,035 shares reported for Mr. Neugebauer) which provide voting leverage to pursue a new board majority focused on a 75-day plan.

Key dependencies include proxy card distribution, broker voting procedures, and any incumbent defensive measures; watch forthcoming definitive proxy materials for the proposed slate and voting instructions.

Key Figures

75-day plan: 75 days Special meeting date (anticipated): June 30, 2026 Mr. Neugebauer beneficial ownership: 139,016,035 shares +3 more

6 metrics

75-day plan 75 days Proposed timeline for value-maximizing plan

Special meeting date (anticipated) June 30, 2026 Anticipated date for special meeting of shareholders

Mr. Neugebauer beneficial ownership 139,016,035 shares Reported on Schedule 13G filed November 14, 2025

Vicksburg Investments ownership 44,656,376 shares Reported on Schedule 13G filed November 14, 2025

Melissa A. Neugebauer 2020 Trust ownership 94,359,659 shares Reported on Schedule 13G filed November 14, 2025

Webinar date/time May 21, 2026 at 4:00 PM CT Presentation to outline the 75-day plan

Key Terms

Schedule 14A, green proxy card, Schedule 13G, 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.

green proxy 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.

agent designations regulatory

"solicitation of agent designations for calling a special meeting"

FAQ

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

What is Toby Neugebauer proposing for Fermi Inc. (FRMI)?

Mr. Neugebauer proposes a 75-day plan to maximize shareholder value, potentially via a full-market-value sale or strategic partnership. He seeks election of a proposed independent slate plus his appointed directors to form a new board majority to pursue those options.

When is the special meeting for FRMI expected to occur?

The Participants anticipate a special meeting of shareholders on or around June 30, 2026. The proxy materials to solicit agent designations and formalize the meeting logistics will be filed in the definitive Schedule 14A.

How much of Fermi’s stock does the founder-affiliated group report owning?

The Schedule 13G filed November 14, 2025 shows Mr. 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.

How can shareholders obtain the proxy materials for FRMI?

The Participants stated that definitive proxy materials and a green proxy card will be filed and available free via the SEC website at http://www.sec.gov, and that they will provide copies upon request when available.

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

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Accepted by SEC EDGAR 05/20/2026 - 04:10 PM EDT Learn about SEC filing dates

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.

On May 20, 2026, Toby R. Neugebauer, together with the other participants named herein, issued a press release:

Toby Neugebauer to Host Presentation Defining Path to Maximizing Value for All Fermi Shareholders

Webinar will be on Thursday, May 21 at 4:00 PM CT/5:00 PM ET/10:00 PM BST

Shareholders and interested parties are invited to attend

DALLAS, May 20, 2026 /PRNewswire/ -- Toby Neugebauer, co-founder and largest shareholder of Fermi Inc. (“Fermi” or the “Company”), today announced he will deliver a presentation clearly defining an optimal 75-day plan to maximize value for all Fermi shareholders on Thursday, May 21, 2026, at 4:00 PM CT/5:00 PM ET/10:00 PM BST.

“Project Matador is a world-class, highly desirable asset with a share price that is disconnected from the value my team and I built over the last year. Shareholders deserve to understand all available paths to maximizing that value. Unfortunately, Fermi’s current cost of capital requires a dual-path process that I believe must include a full-market-value sale or strategic partnership. As stated, I believe the best partners would have a lower cost of capital, expertise and experience in constructing a project of this magnitude, and be a customer, or have one at the table.

The election of my proposed highly qualified independent slate of Board directors, along with my current appointed directors — former Fermi CFO, Miles Everson, and Chief Power Officer, Larry Kellerman — would give shareholders a new Board majority focused on pursuing all value-maximizing options for the Company, while restoring proper governance and protecting shareholder rights. The owners of Fermi must decide its future,” said Toby Neugebauer.

To register for the webinar, please visit: https://www.webcaster5.com/Webcast/Page/3166/54079

Important Information

Mr. Neugebauer and two of his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”), together with 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 PROXY CARD, THAT HAVE BEEN OR WILL BE FILED BY SUCH 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.