Fermi Inc. — Proxy Solicitation & Information Statement 2026

May 28, 2026

DFAN14A 1 ea0292414-dfan14a_toby.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12A

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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.

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Item 1: On May 27, 2026, Toby R. Neugebauer launched a website in connection with the solicitation of shareholders of Fermi, Inc., a Texas corporation ( “Fermi”), which is available at www.UnlockFermiValue.com (the “Site”). Copies of the materials posted to the Site are filed herewith.

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Item 2: On May 28, 2026, Toby R. Neugebauer, together with the other participants named herein, issued a press release:

Toby Neugebauer Launches UnlockFermiValue.com

New site will serve as central hub for shareholders and interested parties to understand the context behind the dual-track path Neugebauer is calling for to maximize shareholder value

DALLAS, May 28, 2026 – Toby Neugebauer, co-founder and largest shareholder of Fermi Inc. (“Fermi” or the “Company”), today launched UnlockFermiValue.com, a new site detailing his shareholder-led initiative focused on ensuring an independent, dual-path strategic process to maximize the extraordinary value of Project Matador for Fermi shareholders.

“As we make progress towards calling a special meeting of shareholders to vote on a new board majority, it’s important that Fermi stakeholders understand why we believe the best way to maximize shareholder value is through a 75-day dual-path process that considers a full-value transaction or strategic partnership, alongside evaluation of the standalone tenant plan. This starts with making sure shareholders and interested parties have access to the information they need about the asset, our highly-qualified independent board nominees, and the recommended strategic process, in order to make an informed decision on calling the special meeting, and ultimately on electing our new board majority. UnlockFermiValue.com provides this resource,” said Mr. Neugebauer.

“Since last week’s shareholder webinar, where we had hundreds of attendees, our bank partner’s phone has been ringing nonstop with multiple companies highly interested in competing for a potential full-value transaction or strategic partnership including hyperscalers and global investment firms uniquely positioned to value the company correctly and to execute the future of Project Matador. As we have been willing to do, we urge the board to exercise its fiduciary responsibility to consider the dual-track path to maximize shareholder value and we implore all shareholders to call for the June special meeting should the board refuse to take advantage of the momentum.”

Shareholders and interested parties are encouraged to visit UnlockFermiValue.com to view materials and sign up to receive updates, including about how to vote in favor of calling the special meeting and, ultimately, to voting at the special meeting.

For shareholders who have questions, please contact Saratoga, our proxy solicitor, at (888) 368-0379 (toll-free) or info@saratogaproxy.com.

Important Information

Mr. Neugebauer and two of his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”), together with 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 HAVE BEEN OR WILL BE FILED BY SUCH 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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Item 3: On May 28, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

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Item 4: On May 28, 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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