Form SCHEDULE 13G/A Fermi Inc. Filed by: Neugebauer Robert R
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Fermi Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Robert Randolph Neugebauer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,544,870.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The aggregate amount of shares of Common Stock, $0.001 par value per share, of the Issuer (the "Common Stock") beneficially owned by Robert Randolph Neugebauer as set forth in rows (6), (8) and (9) consists of (i) 6,147,435 shares of Common Stock held by the Neugebauer 1998 Children's Trust FBO Nathan R. Neugebauer and (ii) 5,397,435 shares of Common Stock held by the Neugebauer 1998 Children's Trust FBO Noah T. Neugebauer (together, the "1998 Children's Trusts"). Mr. Neugebauer serves as the trustee of each of the 1998 Children's Trusts and, in that capacity, may be deemed to share, with each 1998 Children's Trust, voting power and dispositive power with respect to the shares of Common Stock held by such 1998 Children's Trust. Mr. Neugebauer disclaims beneficial ownership of the shares of Common Stock held by the 1998 Children's Trusts except to the extent of his pecuniary interest therein.
In row (11), the percent of ownership is calculated based on 638,083,359 shares of Common Stock outstanding as of June 10, 2026, as reported by the Issuer in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 12, 2026. As of June 30, 2026, Mr. Neugebauer beneficially owned approximately 1.8% of the outstanding Common Stock and accordingly has ceased to be the beneficial owner of more than five percent of the class.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Fermi Inc. | |
| (b) | Address of issuer's principal executive offices:
620 S. Taylor, Suite 301, Amarillo, Texas 79101 | |
| Item 2. | ||
| (a) | Name of person filing:
Robert Randolph Neugebauer | |
| (b) | Address or principal business office or, if none, residence:
10777 Strait Lane, Dallas, TX 75229 | |
| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page.
6,147,435 shares of Common Stock are held by the Neugebauer 1998 Children's Trust FBO Nathan R. Neugebauer, and 5,397,435 shares of Common Stock are held by the Neugebauer 1998 Children's Trust FBO Noah T. Neugebauer. Robert Randolph Neugebauer serves as the trustee of the 1998 Children's Trusts, and as the trustee, Mr. Neugebauer may be deemed to share, with each 1998 Children's Trust, voting power and dispositive power with respect to the shares of Common Stock held by such 1998 Children's Trust. Robert Randolph Neugebauer disclaims beneficial ownership of the shares of Common Stock held by the 1998 Children's Trusts except to the extent of his pecuniary interest therein. | |
| (b) | Percent of class:
See response to Item 11 on the cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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