| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Fermi Inc. [ FRMI ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 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. |
| /s/ Toby R. Neugebauer | 10/15/2026 | |
| Melissa A. Neugebauer 2020 Trust, By: /s/ Toby R. Neugebauer, Trustee | 10/15/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 4: SEC 1474 (03-26) | ||