Fermi trust sells 5M shares on November 5

The reported prices are weighted averages, and the notes give execution ranges for each transaction date.

Available on EDGAR 11/05/2026 - 08:27 PM EST Accepted by SEC EDGAR 11/05/2026 - 08:26 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Fermi Inc. (FRMI) reported common-stock sales by the Melissa A. Neugebauer 2020 Trust and Vicksburg Investments Management LLC. Toby R. Neugebauer is the Trust’s investment trustee and the LLC’s managing member. The Trust sold 5,000,000 shares on November 5, 2026, at a weighted average $1.5206 per share, and 94,000 shares on November 4 at $1.9948. On November 3, the Trust and Vicksburg each sold 1,281,900 shares at a weighted average $2.0391 per share. The sales were not reported as made under a Rule 10b5-1 plan.

Insider Trade Summary

Net Seller: 7,657,800 shares

Net Sell 4 txns

Insider NEUGEBAUER TOBY R, Melissa A. Neugebauer 2020 Trust

Role 10% Owner | 10% Owner

Sold 7,657,800 shs ($13.02M)

Type	Security	Shares	Price	Value
Sale	Common Stock F5, F2	5,000,000	$1.5206	$7.60M
Sale	Common Stock F4, F2	94,000	$1.9948	$188K
Sale	Common Stock F1, F2	1,281,900	$2.0391	$2.61M
Sale	Common Stock F1, F3	1,281,900	$2.0391	$2.61M
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 84,813,010 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 of all 2,563,800 shares sold by a broker on November 3, 2026, on behalf of Melissa A. Neugebauer 2020 Trust (the "Trust") and Vicksburg Investments Management LLC. This transaction was executed in multiple trades at prices ranging from $2.00 to $2.085, 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 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. 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.
4. F4. The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $1.99 to $2.005, inclusive. The Reporting Persons 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 4 of this Form 4.
5. F5. The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $1.44 to $1.59, inclusive. The Reporting Persons 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 5 of this Form 4.

Key Figures

Shares sold and weighted average sale price: 5,000,000 shares; $1.5206 per share Shares sold and weighted average sale price: 94,000 shares; $1.9948 per share Shares sold and weighted average sale price: 1,281,900 shares; $2.0391 per share +2 more

5 metrics

Shares sold and weighted average sale price 5,000,000 shares; $1.5206 per share Melissa A. Neugebauer 2020 Trust, November 5, 2026

Shares sold and weighted average sale price 94,000 shares; $1.9948 per share Melissa A. Neugebauer 2020 Trust, November 4, 2026

Shares sold and weighted average sale price 1,281,900 shares; $2.0391 per share Melissa A. Neugebauer 2020 Trust, November 3, 2026

Shares sold and weighted average sale price 1,281,900 shares; $2.0391 per share Vicksburg Investments Management LLC, November 3, 2026

Directly held common shares 7,500,000 shares Holding dated November 3, 2026

Key Terms

weighted average sale price, beneficial ownership, pecuniary interest

3 terms

weighted average sale price financial

"reflects the weighted average sale price"

beneficial ownership regulatory

"disclaims beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest regulatory

"except to the extent of his pecuniary interest"

FAQ

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

How many FRMI shares did the Trust and Vicksburg sell?

The Melissa A. Neugebauer 2020 Trust sold 5,000,000 shares on November 5, 2026, at a weighted average $1.5206 per share, and 94,000 shares on November 4 at $1.9948. On November 3, the Trust and Vicksburg Investments Management LLC each sold 1,281,900 shares at $2.0391 per share.

What price ranges were reported for FRMI sales?

Trades on November 3, 2026 occurred at prices ranging from $2.00 to $2.085, inclusive; those on November 4 ranged from $1.99 to $2.005, inclusive; and those on November 5 ranged from $1.44 to $1.59, inclusive.

How many FRMI shares were reported as directly held?

A direct holding of 7,500,000 common shares is dated November 3, 2026.

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

Form 4 Insider Transactions: What Each Field Means →

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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)
11/03/2026

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	11/03/2026		S		1,281,900	D	$2.0391(1)	89,907,010	I	See Footnote(2)
Common Stock	11/03/2026		S		1,281,900	D	$2.0391(1)	42,077,276	I	See Footnote(3)
Common Stock	11/04/2026		S		94,000	D	$1.9948(4)	89,813,010	I	See Footnote(2)
Common Stock	11/05/2026		S		5,000,000	D	$1.5206(5)	84,813,010	I	See Footnote(2)
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 of all 2,563,800 shares sold by a broker on November 3, 2026, on behalf of Melissa A. Neugebauer 2020 Trust (the "Trust") and Vicksburg Investments Management LLC. This transaction was executed in multiple trades at prices ranging from $2.00 to $2.085, 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 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. 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.

4. The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $1.99 to $2.005, inclusive. The Reporting Persons 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 4 of this Form 4.

5. The price reported in Column 4 above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $1.44 to $1.59, inclusive. The Reporting Persons 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 5 of this Form 4.

	/s/ Toby R. Neugebauer	11/05/2026
	Melissa A. Neugebauer 2020 Trust, By: /s/ Toby R. Neugebauer, Trustee	11/05/2026
	** 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)