Neugebauer Family to Donate Shares for 5/50 REIT Compliance and Seek Proxy Votes
FRMI•Fermi co-founder Toby Neugebauer and related trusts (holding a combined 278 million shares) will gift a portion of their stock to charities to comply with the 5/50 REIT ownership rule if the company elects REIT status for 2025 or 2026. They will solicit proxies for a May 29 shareholder meeting to install their preferred director slate.
1. Gifting Plan for 5/50 REIT Compliance
Toby Neugebauer, his family trust and Vicksburg Investments (holding a combined 278 million Fermi shares) announced they will gift a portion of their stock to well-deserving charities to ensure compliance with the 5/50 rule if Fermi elects REIT status for 2025 or 2026. The family stated the election yields no material tax benefit today, but gifts would proceed regardless of board actions that threatened share confiscation.
2. Proxy Solicitation for May Meeting
The Fermi Founder Parties and allied participants plan to solicit proxies using a BLUE proxy card for the special shareholder meeting set for May 29, 2026, to elect their slate of director candidates. They also intend to file GREEN proxy cards and relevant SEC filings to secure agent designations for a shareholder-called special meeting anticipated on or around June 30, 2026.
3. Ownership and Shareholdings
As filed on Schedule 13G, Toby Neugebauer beneficially owns 139,016,035 shares of common stock, Vicksburg Investments Management LLC holds 44,656,376 shares, and the Melissa A. Neugebauer 2020 Trust owns 94,359,659 shares. No other participants reported beneficial ownership, ensuring the Neugebauer family’s combined stake exceeds 50% before any charitable gifts.
