Fermi Inc. (FRMI) investor reports 1.8% beneficial stake in 13G/A

Rhea-AI Filing Summary

Fermi Inc. reported an updated ownership position for shareholder Robert Randolph Neugebauer. As of June 30, 2026, he is deemed to beneficially own 11,544,870 shares of Fermi common stock through two 1998 Children's Trusts for Nathan R. and Noah T. Neugebauer.

Based on 638,083,359 shares outstanding as of June 10, 2026, this represents approximately 1.8% of Fermi’s common stock. The filing notes that Neugebauer has ceased to be the beneficial owner of more than five percent of the class. He reports no sole voting or dispositive power, and shared voting and dispositive power over all reported shares as trustee, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Key Figures

Beneficially owned shares: 11,544,870 shares Ownership percentage: 1.8% Shares outstanding: 638,083,359 shares +2 more

5 metrics

Beneficially owned shares 11,544,870 shares Shares of Fermi Inc. common stock beneficially owned by Robert Randolph Neugebauer via trusts as of June 30, 2026

Ownership percentage 1.8% Percentage of Fermi Inc. common stock beneficially owned, based on 638,083,359 shares outstanding as of June 10, 2026

Shares outstanding 638,083,359 shares Fermi Inc. common stock outstanding as of June 10, 2026, used to calculate Neugebauer’s ownership percentage

Trust holdings – Nathan R. 6,147,435 shares Fermi common shares held by the Neugebauer 1998 Children’s Trust FBO Nathan R. Neugebauer

Trust holdings – Noah T. 5,397,435 shares Fermi common shares held by the Neugebauer 1998 Children’s Trust FBO Noah T. Neugebauer

Key Terms

beneficial ownership, dispositive power, pecuniary interest, Schedule 13G/A

4 terms

beneficial ownership financial

"has ceased to be the beneficial owner of more than five percent of the class"

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.

dispositive power financial

"may be deemed to share, with each 1998 Children's Trust, voting power and dispositive power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

pecuniary interest financial

"disclaims beneficial ownership of the shares of Common Stock held by the 1998 Children's Trusts except to the extent of his pecuniary interest"

Schedule 13G/A regulatory

"As of June 30, 2026, Mr. Neugebauer beneficially owned approximately 1.8% of the outstanding Common Stock and accordingly has ceased to be the beneficial owner of more than five percent of the class."

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

FAQ

What percentage of Fermi Inc. (FRMI) does Robert Randolph Neugebauer now beneficially own?

Robert Randolph Neugebauer beneficially owns approximately 1.8% of Fermi Inc.’s common stock. This is based on 11,544,870 shares attributed to him versus 638,083,359 shares outstanding as of June 10, 2026, as reported by the company.

How many Fermi Inc. (FRMI) shares are reported under Neugebauer’s beneficial ownership?

Neugebauer is reported as beneficially owning 11,544,870 shares of Fermi common stock. These include 6,147,435 shares held by a trust for Nathan R. Neugebauer and 5,397,435 shares held by a trust for Noah T. Neugebauer.

Through what entities does Neugebauer hold his Fermi Inc. (FRMI) stake?

The reported Fermi stake is held through two trusts: the Neugebauer 1998 Children’s Trust FBO Nathan R. Neugebauer and the Neugebauer 1998 Children’s Trust FBO Noah T. Neugebauer. Neugebauer serves as trustee of both trusts and shares voting and dispositive power.

Has Robert Randolph Neugebauer fallen below the 5% ownership threshold in Fermi Inc. (FRMI)?

Yes. As of June 30, 2026, Neugebauer beneficially owns about 1.8% of Fermi’s common stock. The filing states he has ceased to be the beneficial owner of more than five percent of the class, triggering this Schedule 13G/A amendment.

Does Neugebauer claim full beneficial ownership of the Fermi Inc. (FRMI) shares in the trusts?

No. Neugebauer disclaims beneficial ownership of shares held by the 1998 Children’s Trusts except to the extent of his pecuniary interest. He is trustee and may be deemed to share voting and dispositive power with each trust over its Fermi shares.

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Available on EDGAR 08/14/2026 - 04:05 PM Accepted by SEC EDGAR 08/14/2026 - 04:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Fermi Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

314911108

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 314911108

1

Names of Reporting Persons

Robert Randolph Neugebauer

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 11,544,870.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,544,870.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,544,870.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.8 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The aggregate amount of shares of Common Stock, $0.001 par value per share, of the Issuer (the "Common Stock") beneficially owned by Robert Randolph Neugebauer as set forth in rows (6), (8) and (9) consists of (i) 6,147,435 shares of Common Stock held by the Neugebauer 1998 Children's Trust FBO Nathan R. Neugebauer and (ii) 5,397,435 shares of Common Stock held by the Neugebauer 1998 Children's Trust FBO Noah T. Neugebauer (together, the "1998 Children's Trusts"). Mr. Neugebauer serves as the trustee of each of the 1998 Children's Trusts and, in that capacity, may be deemed to share, with each 1998 Children's Trust, voting power and dispositive power with respect to the shares of Common Stock held by such 1998 Children's Trust. Mr. Neugebauer disclaims beneficial ownership of the shares of Common Stock held by the 1998 Children's Trusts except to the extent of his pecuniary interest therein. In row (11), the percent of ownership is calculated based on 638,083,359 shares of Common Stock outstanding as of June 10, 2026, as reported by the Issuer in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 12, 2026. As of June 30, 2026, Mr. Neugebauer beneficially owned approximately 1.8% of the outstanding Common Stock and accordingly has ceased to be the beneficial owner of more than five percent of the class.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fermi Inc.
(b)	Address of issuer's principal executive offices: 620 S. Taylor, Suite 301, Amarillo, Texas 79101
Item 2.
(a)	Name of person filing: Robert Randolph Neugebauer
(b)	Address or principal business office or, if none, residence: 10777 Strait Lane, Dallas, TX 75229
(c)	Citizenship: See response to Item 4 on the cover page.
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 314911108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to Item 9 on the cover page. 6,147,435 shares of Common Stock are held by the Neugebauer 1998 Children's Trust FBO Nathan R. Neugebauer, and 5,397,435 shares of Common Stock are held by the Neugebauer 1998 Children's Trust FBO Noah T. Neugebauer. Robert Randolph Neugebauer serves as the trustee of the 1998 Children's Trusts, and as the trustee, Mr. Neugebauer may be deemed to share, with each 1998 Children's Trust, voting power and dispositive power with respect to the shares of Common Stock held by such 1998 Children's Trust. Robert Randolph Neugebauer disclaims beneficial ownership of the shares of Common Stock held by the 1998 Children's Trusts except to the extent of his pecuniary interest therein.
(b)	Percent of class: See response to Item 11 on the cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on the cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Robert Randolph Neugebauer

Signature:	/s/ Robert Randolph Neugebauer
Name/Title:	Robert Randolph Neugebauer
Date:	08/14/2026