Fermi: Neugebauer trust sells 2.75M shares

Both reported sale prices are weighted averages from multiple trades, with separate execution ranges for the trust and the LLC.

Rhea-AI Filing Summary

Fermi Inc. (FRMI) common stock was sold in two transactions by entities associated with reporting person Toby R. Neugebauer, a ten-percent owner. Melissa A. Neugebauer 2020 Trust, for which he is investment trustee, sold 2,750,000 shares on October 13, 2026, at a weighted-average $3.7333 per share; trades ranged from $3.69 to $3.845. Vicksburg Investments Management LLC, of which he is managing member, sold 1,297,200 shares on October 14, 2026, at a weighted-average $3.1524 per share; trades ranged from $3.09 to $3.215. Neugebauer disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Seller: 4,047,200 shares

Net Sell 3 txns

Insider NEUGEBAUER TOBY R, Melissa A. Neugebauer 2020 Trust

Role 10% Owner | 10% Owner

Sold 4,047,200 shs ($14.36M)

Type	Security	Shares	Price	Value
Sale	Common Stock F3, F4, F5	1,297,200	$3.1524	$4.09M
Sale	Common Stock F1, F2	2,750,000	$3.7333	$10.27M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 43,359,176 shares (Indirect, See Footnote); Common Stock — 7,500,000 shares (Direct)

Footnotes (5)

1. F1. The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $3.69 to $3.845, inclusive. The Reporting Persons (as defined herein) hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 of this Form 4.
2. F2. These securities are directly held by Melissa A. Neugebauer 2020 Trust (the "Trust"). Toby R. Neugebauer ("Mr. Neugebauer" and, together with the Trust, the "Reporting Persons") is the investment trustee of the Trust and may be deemed to beneficially own the securities held by the Trust. Mr. Neugebauer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Neugebauer is the beneficial owner of such securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
3. F3. The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $3.09 to $3.215, inclusive. Mr. Neugebauer hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 3 of this Form 4.
4. F4. This figure has been adjusted (i) to correct the figure reported in the Form 3 the Reporting Persons filed on September 30, 2025, which should have reported that Vicksburg Investments Management LLC held 40,156,376 shares, and (ii) to reflect the transfer of 4,500,000 shares from TMNN Manager LLC, of which Mr. Neugebauer is the managing member, to Vicksburg Investments Management LLC, of which Mr. Neugebauer is also the managing member, on December 19, 2025, which transaction was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder.
5. F5. These securities are directly held by Vicksburg Investments Management LLC. Mr. Neugebauer is the managing member of Vicksburg Investments Management LLC and may be deemed to beneficially own the securities held by Vicksburg Investments Management LLC. Mr. Neugebauer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Neugebauer is the beneficial owner of such securities for purposes of Sections 13 and 16 of the Exchange Act or for any other purpose.

Key Figures

Trust shares sold: 2,750,000 shares Trust weighted-average sale price: $3.7333 per share Trust trade price range: $3.69 to $3.845 per share +3 more

6 metrics

Trust shares sold 2,750,000 shares October 13, 2026

Trust weighted-average sale price $3.7333 per share October 13, 2026

Trust trade price range $3.69 to $3.845 per share October 13, 2026

Vicksburg shares sold 1,297,200 shares October 14, 2026

Vicksburg weighted-average sale price $3.1524 per share October 14, 2026

Vicksburg trade price range $3.09 to $3.215 per share October 14, 2026

Key Terms

weighted average sale price, beneficially own, pecuniary interest

3 terms

weighted average sale price financial

"reflects the weighted average sale price"

beneficially own regulatory

"may be deemed to beneficially own the securities held by the Trust"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interest regulatory

"except to the extent of his pecuniary interest therein"

FAQ

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

How many FRMI shares did Melissa A. Neugebauer 2020 Trust sell, and at what price?

Melissa A. Neugebauer 2020 Trust sold 2,750,000 shares on October 13, 2026, at a weighted-average $3.7333 per share. Trades ranged from $3.69 to $3.845.

How many FRMI shares did Vicksburg Investments Management LLC sell, and at what price?

Vicksburg Investments Management LLC sold 1,297,200 shares on October 14, 2026, at a weighted-average $3.1524 per share. Trades ranged from $3.09 to $3.215.

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

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Available on EDGAR 10/15/2026 - 06:07 PM EDT Accepted by SEC EDGAR 10/15/2026 - 06:07 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NEUGEBAUER TOBY R

(Last) (First) (Middle)

10777 STRAIT LANE

(Street)

DALLAS TEXAS 75229

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Fermi Inc. [ FRMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/13/2026		S		2,750,000	D	$3.7333(1)	91,609,659	I	See Footnote(2)
Common Stock	10/14/2026		S		1,297,200	D	$3.1524(3)	43,359,176(4)	I	See Footnote(5)
Common Stock								7,500,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

NEUGEBAUER TOBY R

(Last) (First) (Middle)

10777 STRAIT LANE

(Street)

DALLAS TEXAS 75229

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Melissa A. Neugebauer 2020 Trust

(Last) (First) (Middle)

10777 STRAIT LANE

(Street)

DALLAS TEXAS 75229

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $3.69 to $3.845, inclusive. The Reporting Persons (as defined herein) hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 of this Form 4.

2. These securities are directly held by Melissa A. Neugebauer 2020 Trust (the "Trust"). Toby R. Neugebauer ("Mr. Neugebauer" and, together with the Trust, the "Reporting Persons") is the investment trustee of the Trust and may be deemed to beneficially own the securities held by the Trust. Mr. Neugebauer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Neugebauer is the beneficial owner of such securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

3. The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $3.09 to $3.215, inclusive. Mr. Neugebauer hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 3 of this Form 4.

4. This figure has been adjusted (i) to correct the figure reported in the Form 3 the Reporting Persons filed on September 30, 2025, which should have reported that Vicksburg Investments Management LLC held 40,156,376 shares, and (ii) to reflect the transfer of 4,500,000 shares from TMNN Manager LLC, of which Mr. Neugebauer is the managing member, to Vicksburg Investments Management LLC, of which Mr. Neugebauer is also the managing member, on December 19, 2025, which transaction was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder.

5. These securities are directly held by Vicksburg Investments Management LLC. Mr. Neugebauer is the managing member of Vicksburg Investments Management LLC and may be deemed to beneficially own the securities held by Vicksburg Investments Management LLC. Mr. Neugebauer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Neugebauer is the beneficial owner of such securities for purposes of Sections 13 and 16 of the Exchange Act or for any other purpose.

	/s/ Toby R. Neugebauer	10/15/2026
	Melissa A. Neugebauer 2020 Trust, By: /s/ Toby R. Neugebauer, Trustee	10/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)