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Fermi Inc. (FRMI) Neugebauer-led group solicits agent designations for meeting

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

Rhea-AI Filing Summary

FERMI INC. shareholders are being solicited by a group led by Toby R. Neugebauer and affiliated entities for agent designations to call a special meeting anticipated on or around June 30, 2026. The Participants filed a Schedule 13G on November 14, 2025 reporting combined beneficial holdings for Mr. Neugebauer and affiliated parties totaling 139,016,035, 44,656,376, and 94,359,659 shares respectively. Proxy materials and a green agent designations card will be filed and made available on the SEC website.

Positive

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Negative

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Insights

Shareholder group seeks to solicit agent designations for a special meeting.

The filing states Participants intend to file a definitive proxy statement and a green agent designations card to solicit proxies for a special meeting anticipated around June 30, 2026. The Schedule 13G cited shows large beneficial positions held by Mr. Neugebauer and affiliated entities as of November 14, 2025.

Execution depends on forthcoming definitive proxy materials and the formal availability of the green agent card; subsequent filings will disclose mechanics, voting instructions, and any contested proposals.

The notice flags an active solicitation but contains mostly preparatory disclosures.

The Participants advise shareholders to read forthcoming proxy materials which "will be available at no charge on the SEC's website." The Schedule 13G numbers quantify the participants' reported holdings but the filing does not state voting intentions or proposals to be voted.

Shareholders should review the definitive proxy statement and green agent designations card once filed to assess proposals and solicitation mechanics.

Special meeting date (anticipated) June 30, 2026 Anticipated date for the special meeting referenced in the proxy notice
Schedule 13G filing date November 14, 2025 Date the Participants filed a Schedule 13G reporting beneficial ownership
Neugebauer beneficial ownership 139,016,035 shares Reported in the Schedule 13G as beneficially owned by Toby R. Neugebauer
Vicksburg Investments ownership 44,656,376 shares Reported in the Schedule 13G as beneficially owned by Vicksburg Investments Management LLC
Melissa A. Neugebauer 2020 Trust ownership 94,359,659 shares Reported in the Schedule 13G as beneficially owned by the Trust
green agent designations card regulatory
"accompanying GREEN agent designations card, and other relevant documents"
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
"The Fermi Founder Parties filed a Schedule 13G with respect to the Company"
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.
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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 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.

 

 

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Source: View Original Filing on SEC EDGAR

FAQ

What action are Toby Neugebauer and affiliates taking in the FRMI proxy filing?

They are soliciting agent designations to call a special meeting around June 30, 2026. The filing says definitive proxy materials and a green agent designations card will be filed and available on the SEC website.

How many FRMI shares did the Schedule 13G report for Neugebauer and affiliated entities?

The Schedule 13G filed November 14, 2025 reports Mr. Neugebauer with 139,016,035 shares, Vicksburg with 44,656,376, and the Melissa A. Neugebauer 2020 Trust with 94,359,659. These figures are stated in the filing excerpt.

Where can FRMI shareholders obtain the proxy materials mentioned in the filing?

Proxy materials will be available at no charge on the SEC’s website at http://www.sec.gov. The Participants also state they will provide copies without charge upon request when available.

Do other Participants report owning FRMI shares in this proxy filing?

As of the date of this disclosure, the filing states that none of the other Participants beneficially own any shares of the company’s common stock. The Schedule 13G ownership applies to the Neugebauer parties.