Results

Fermi Inc.

10/15/2026 | Press release | Distributed by Public on 10/15/2026 16:08

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
NEUGEBAUER TOBY R
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)
(Last) (First) (Middle)
10777 STRAIT LANE
3. Date of Earliest Transaction (Month/Day/Year)
10/13/2026
(Street)
DALLAS, TX 75229
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEUGEBAUER TOBY R
10777 STRAIT LANE
DALLAS, TX 75229
X
Melissa A. Neugebauer 2020 Trust
10777 STRAIT LANE
DALLAS, TX 75229
X

Signatures

/s/ Toby R. Neugebauer 10/15/2026
**Signature of Reporting Person Date
Melissa A. Neugebauer 2020 Trust, By: /s/ Toby R. Neugebauer, Trustee 10/15/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Fermi Inc. published this content on October 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 15, 2026 at 22:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]