10K WIZARD 6:07 AM ET Jun-03-2026 

http://archive.fast-edgar.com/20260603/AE22D22CLZ22N92B22TC2ZY2ER7LC222Z282

Filed on: June 3, 2026

ChatGPT summary:

Bottom line

This June 3, 2026 Schedule 14A / DFAN14A is another Neugebauer-side proxy-solicitation filing in the Fermi Inc. board-control fight. It is not filed by Fermi, and it does not disclose a new customer, tenant, financing, permit, power agreement, litigation update, construction milestone, or Project Matador operating development. The filing simply formalizes two June 2 social-media posts by Toby Neugebauer as SEC soliciting material.

What was filed

The filing is marked “Filed by a Party other than the Registrant” and lists the same Neugebauer-side participants: Vicksburg Investments Management LLC, Toby R. Neugebauer, the Melissa A. Neugebauer 2020 Trust, David A. Daglio, Charles M. Elson, Sheila Hooda, John T. Jimenez, Juan A. Pujadas, and Janet Yang.

It contains two items:

Item	Content
Item 1	Toby Neugebauer’s June 2 LinkedIn post
Item 2	Toby Neugebauer’s June 2 X/Twitter post

Both posts promote Charles M. Elson, one of Neugebauer’s proposed independent board nominees.

Main message

The June 3 filing is a board-slate credibility filing. Neugebauer is trying to show shareholders that his proposed slate includes serious corporate-governance expertise, not just financial or energy-sector people.

The posts describe Charles M. Elson as a corporate-governance specialist with experience as:

• Executive Editor-at-Large of Directors & Boards magazine.
• A professor of corporate governance at the University of Delaware and the University of Pennsylvania Law School.
• Former chair of the American Bar Association’s Committee on Corporate Governance.
• An experienced public-company director.

Neugebauer’s argument is that Elson would help “restore the kind of leadership and direction Fermi needs” and support shareholder value maximization.

What is new versus the June 2 filing

The June 2 filing promoted David A. Daglio Jr. as a capital-markets / M&A / strategic-process nominee.

This June 3 filing promotes Charles M. Elson as the governance nominee.

That shift matters. Neugebauer’s campaign is now walking shareholders through the proposed slate person by person, assigning each nominee a role in the campaign narrative:

• Daglio = capital allocation, M&A, strategic process.
• Elson = board governance, shareholder accountability, public-company oversight.

So the campaign is moving from “Project Matador is valuable” to “our proposed board is qualified to govern Fermi better.”

Special meeting mechanics

The filing repeats that the participants intend to file a definitive proxy statement, a GREEN agent-designation card, and related materials for a solicitation connected to a special meeting anticipated around June 30, 2026.

It also repeats the ownership disclosure: the Fermi Founder Parties previously reported that Neugebauer beneficially owns 139,016,035 Fermi shares, while Vicksburg Investments Management LLC and the Melissa A. Neugebauer 2020 Trust beneficially own 44,656,376 and 94,359,659 shares, respectively. The filing says the other listed participants own no Fermi shares as of the filing date.

Investor-relevant takeaways

This is not an operating update.
There is no new evidence here about Fermi’s business execution, Project Matador construction, tenants, financing, power supply, or nuclear development.

It strengthens the challenger slate narrative.
Neugebauer is positioning Elson as the nominee who can address shareholder-rights and governance concerns, which have become central to the proxy fight.

The governance theme is important.
Because the dispute involves board control, special-meeting mechanics, voting thresholds, fiduciary duties, and strategic alternatives, a nominee with corporate-governance credentials is directly relevant to the campaign.

It is still advocacy, not independent validation.
The filing tells shareholders why Neugebauer thinks Elson would be useful. It does not prove that the slate is independent, that it would win the vote, or that it would produce a better outcome.

ChatGPT read

This June 3 filing is best understood as nominee marketing. Neugebauer is continuing the same proxy campaign, but now he is building the case that his proposed board majority has specific skills Fermi allegedly needs: capital markets, M&A, public-company governance, and shareholder accountability.

The filing itself does not change Fermi’s business outlook, but it confirms the proxy campaign is becoming more organized and more board-focused as it approaches the anticipated late-June shareholder confrontation.