FERMI INC. (FRMI): Founder group files proxy, seeks special meeting on June 30, 2026

Rhea-AI Filing Summary

FERMI INC. proxy soliciting group led by Toby R. Neugebauer and affiliated entities intends to file a definitive Schedule 14A and a green agent designations card to solicit proxies for a special meeting anticipated to be held on or around June 30, 2026.

The filing states the Fermi Founder Parties reported ownership on November 14, 2025 of 139,016,035 shares by Toby R. Neugebauer, 44,656,376 shares by Vicksburg Investments Management LLC, and 94,359,659 shares by the Melissa A. Neugebauer 2020 Trust. Other named Participants are stated to beneficially own no shares as of the date of the excerpt.

Insights

Corporate Governance Analyst

Proxy solicitation for a special meeting led by a founder group using agent designations.

The Participants state they will file a definitive Schedule 14A and a green agent designations card to solicit proxies for a special meeting anticipated on June 30, 2026. The excerpt lists precise beneficial ownership figures reported on November 14, 2025

Their effort formally initiates a governance contest process; subsequent filings will disclose proposed actions, solicitation mechanics, and any recommendations to shareholders. Future proxy materials will be the authoritative source for proposals and voting instructions.

Shareholder Activism Specialist

Founders and affiliated trusts report large reported holdings and are coordinating a proxy campaign.

The excerpt shows the Fermi Founder Parties reported combined reported holdings via a Schedule 13G filing dated November 14, 2025. The participants state they will make proxy materials available on the SEC website and upon request.

Key items to watch in upcoming filings are the specific proposals to be voted on at the special meeting and any statement of recommendations on the green agent designations card.

Key Figures

Neugebauer beneficial ownership: 139,016,035 shares Vicksburg Investments beneficial ownership: 44,656,376 shares Melissa A. Neugebauer 2020 Trust beneficial ownership: 94,359,659 shares

3 metrics

Neugebauer beneficial ownership 139,016,035 shares Schedule 13G filed November 14, 2025

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

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

Key Terms

Schedule 14A, green agent designations card, Schedule 13G

3 terms

Schedule 14A regulatory

"intend to file a definitive proxy statement on Schedule 14A, accompanying GREEN agent designations card"

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 agent designations card financial

"accompanying GREEN agent designations card, and other relevant documents with the SEC"

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.

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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 3, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

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Item 2: On June 3, 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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FAQ

What action are the Fermi (FRMI) participants taking?

They intend to file a definitive Schedule 14A and a green agent designations card to solicit proxies for a special meeting anticipated on June 30, 2026. These materials will explain the proposals and voting process.

How many shares does Toby R. Neugebauer report owning in FRMI?

Toby R. Neugebauer reported beneficial ownership of 139,016,035 shares of common stock in a Schedule 13G filed on November 14, 2025, as stated in the proxy excerpt.

What holdings are reported for Vicksburg Investments and the Trust?

The excerpt reports 44,656,376 shares held by Vicksburg Investments Management LLC and 94,359,659 shares held by the Melissa A. Neugebauer 2020 Trust, per the Schedule 13G dated November 14, 2025

Will the proxy materials be available to shareholders?

Yes. The Participants state the definitive proxy statement and the green agent designations card will be available at no charge on the SEC website and provided without charge upon request when filed.

Do other named Participants currently own FRMI shares?

The proxy excerpt states that, as of the date provided, none of the other named Participants beneficially own any shares of the company’s common stock.