What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-04-16 compared with 2025-03-27 · 1492 added, 1408 removed, 1225 unchanged (70% of the section changed)

Financial Statements and Supplementary Data

NextNRG, Inc.

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm PCAOB ID # 2738

Consolidated Balance Sheets

9 unchanged sentences

and Subsidiaries (the Company) as of December 31, 2025 and

2023 and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and

cash flows for each of the years in the two-year period ended December 31, 2024 and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows

for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years

in the two-year period ended December 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position

of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year

period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and has insufficient revenues and

income to fully fund the operations, which raises substantial doubt about its ability to continue as a going concern.

plans regarding those matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

in Note 1 to the consolidated financial statements, the Company suffered a substantial net loss from operations and has insufficient

revenues and income to fully fund the operations, which raises substantial doubt about its ability to continue as a going concern.

plans regarding those matters are discussed in Note 1.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

18 unchanged sentences

used and the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe our audits provide a reasonable basis for our opinion.

We believe our audits provides a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements

2 unchanged sentences

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts

or disclosures to which they relate.

to the net loss for the year, the Company evaluated the need for a going concern.

or disclosures to which it relates.

discussed in Note 1, the Company suffered a net loss from operations and has an accumulated deficit for the year ended December 31, 2025.

management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates

on future revenues and expenses which are not able to be substantiated.

discussed in Note 1, the Company suffered a net loss from operations and has an accumulated deficit for the year ended December 31, 2024.

evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s

plans to mitigate the going concern and management’s disclosure on going concern.

M&K CPAS, PLLC

have served as the Company’s auditor since 2020

Woodlands, Texas

NEXTNRG, INC.

Woodlands, TX

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

KNOWN AS EZFILL HOLDINGS, INC.

Balance Sheets

December 31, 2024

December 31, 2023

the Year ended

receivable - net

Current Assets

Accounts receivable - net

Due from related party

Prepaids and other

Total Current Assets

Deposit on future asset purchase

Property and equipment - net

Operating lease - right-of-use asset

Operating lease - right-of-use asset - related party

Operating lease - right-of-use asset

Liabilities and Stockholders’ Equity (Deficit)

and equipment - net

on future asset purchase

lease - right-of-use asset

lease - right-of-use asset - related party

lease - right-of-use asset

and Stockholders’ Deficit

payable and accrued expenses

payable and accrued expenses - related parties

payable and accrued expenses

payable - net

payable - related parties - net

payable - net

payable - related parties

lease liability

lease liability - related party

lease liability

payable (common stock) - related parties

Current Liabilities

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Accounts payable and accrued expenses

Notes payable - net

Notes payable - related parties - net

Notes payable - net

Operating lease liability

Operating lease liability - related party

Operating lease liability

Dividends payable (common stock) - related parties

Total Current Liabilities

Term Liabilities

payable - net

lease liability

lease liability - related party

lease liability

Long Term Liabilities

Notes payable - net

Operating lease liability

Operating lease liability - related party

Operating lease liability

Total Long Term Liabilities

Total Liabilities

Commitments and Contingencies

Stockholders’ Equity (Deficit)

Preferred stock - $ 0.0001 par value;

5,000,000 shares authorized none issued and outstanding, respectively

Convertible Preferred stock - Series A, $ 0.0001 par value;

513,000 shares designated 363,000 and none issued and outstanding, respectively

Convertible Preferred stock - Series B, $ 0.0001 par value;

and Contingencies

Stockholders’ Deficit

Preferred stock - Series A, $ 0.0001 par value;

513,000 shares designated 280,000 and 363,000 issued and outstanding, respectively

Preferred stock - Series B, $ 0.0001 par value;

150,000 shares designated 140,000 and none issued and outstanding, respectively

Common stock - $ 0.0001 par value, 500,000,000 shares authorized 6,571,343 and 1,806,612 shares issued and outstanding, respectively

Common stock issuable ( 0 and 104,000 shares, respectively)

Additional paid-in capital

Accumulated deficit

stock - $ 0.0001 par value, 500,000,000 shares authorized 142,426,924 and 106,707,827 shares issued and outstanding, respectively

paid-in capital

( 153,942,132 )

( 67,535,700 )

Total Stockholders’ Equity (Deficit)

Stockholders’ Deficit

( 19,677,465 )

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes are an integral part of these consolidated financial statements

NEXTNRG, INC.

( 12,735,034 )

Non-controlling

( 2,437,380 )

Stockholders’ Deficit

( 22,114,845 )

( 12,735,034 )

Liabilities and Stockholders’ Deficit

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

KNOWN AS EZFILL HOLDINGS, INC.

Statements of Operations

For the Year Ended December 31,

Costs and expenses

the Year Ended December 31,

Cost of sales

General and administrative expenses

General and administrative

Depreciation and amortization

Total costs and expenses

Loss from operations

( 70,192,548 )

( 11,709,441 )

Other income (expense)

Interest income

Interest expense (including amortization of debt discount)

Gain (loss) on settlement

of liabilities

Loss on debt extinguishment

- related party

expense (including amortization of debt discount)

( 17,270,979 )

( 9,367,915 )

Loss on sale of marketable debt securities - net

Loss on debt extinguishment - related party

Total other income (expense) - net

Total other income (expense)

( 17,983,449 )

2 unchanged sentences

( 21,396,633 )

Preferred stock dividend - payable on Series A convertible preferred stock - to be issued in common stock

Preferred stock dividend - payable on Series B convertible preferred stock - to be issued in common stock

Non-controlling

( 2,437,380 )

Non-controlling

interest before preferred stock dividends

( 85,738,617 )

( 21,396,633 )

Preferred stock dividend - payable

on Series A convertible preferred stock - to be issued in common stock

Preferred stock dividend - payable on Series B convertible

preferred stock - to be issued in common stock

Preferred stock dividend

Net loss available to common stockholders - basic and diluted

loss available to common stockholders - basic and diluted

( 86,406,431 )

( 21,654,904 )

Loss per share - basic and diluted

Basic and diluted loss per

Weighted average number of shares - basic and diluted

accompanying notes are an integral part of these unaudited consolidated financial statements

NEXTNRG, INC.

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Statements of Changes in Stockholders’ Deficit

the Three and Nine Months Ended September 30, 2024

Equity (Deficit)

Series A - Convertible

Series B - Convertible

Preferred Stock

Common Stock Issuable

KNOWN AS EZFILL HOLDINGS, INC.

Statements of Changes in Stockholders’ Equity (Deficit)

the Year Ended December 31, 2025

A - Convertible

Non-Controlling

Stockholders’

Equity (Deficit)

December 31, 2023

January 1, 2025

$ ( 67,535,699 )

$ ( 12,735,033 )

Contributed Capital

Conversion of Series A to Common

Cash paid as direct offering cost

( 1,557,004 )

Stock issued for cash

Stock issued as loan extension fee

Equity issued for loan fees

Issuance of common stock for Series A dividend

shares payable

Issuance of common stock for Series B dividend

shares payable

Series A - convertible preferred stock dividends

- payable in common stock

Series B - convertible preferred stock dividends

- payable in common stock

Stock based compensation - related parties

Stock issued for cash - related party

Stock issued for accounts payable

Stock issued in connection with loan interest expense - related party

Conversion of debt - related party - preferred stock

Stock issued as debt issue costs - related party

Stock issued for conversion of accounts payable

Stock issued for conversion of notes payable

Par value true up adjustment

Non-controlling interest

( 2,437,380 )

Stock issued for services

Conversion of debt - related party - common stock

Issuance of previously issuable common stock - related party

Loss on debt extinguishment - related party

Stock issued as deposit for future asset purchase

Reverse split true up adjustment

Series A and B - convertible preferred stock dividends - payable in common stock

( 85,738,617 )

December 31, 2024

$ 134,250,385

accompanying notes are an integral part of these unaudited consolidated financial statements

NEXTNRG, INC.

$ ( 153,942,132 )

$ ( 2,437,380 )

$ ( 22,114,845

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

KNOWN AS EZFILL HOLDINGS, INC.

Statements of Changes in Stockholders’ Equity (Deficit)

the Year Ended December 31, 2024

Accumulated Other

Series B - Convertible

A - Convertible

Stock - Related Party

Non-Controlling

Stockholders’

Preferred Stock

Common Stock Issuable

Comprehensive

December 31, 2023

1 unchanged sentence

$ ( 2,392,328 )

Contributed Capital

Stock based compensation - related parties

Stock based compensation - other

Stock sold for cash (ATM) - net of offering costs

Cash paid for direct offering costs

Unrealized gain on debt securities

Stock issued for cash - related party

Stocks issued for accounts payable

Stocks issued in connection with loan interest expense - related party

Stock issued as debt issue costs - related party

Stock issued for services

Conversion of debt

Issuance of previously issuable common stock - related party

Loss on debt extinguishment - related party

Stock issued as deposit for future asset purchase

Reverse split true up adjustment

Series A and B - convertible preferred stock dividends - payable in common stock

( 21,396,633 )

3 unchanged sentences

$ ( 12,735,033 )

$ ( 45,317,050 )

$ ( 1,906,206 )

accompanying notes are an integral part of these unaudited consolidated financial statements

NEXTNRG, INC.

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Statements of Cash Flows

For the Year Ended December 31,

Operating activities

KNOWN AS EZFILL HOLDINGS, INC.

Consolidated Statements of Cash Flows (Indirect Method)

Year Ended December 31, 2025 and 2024

CASH FLOWS FROM OPERATING ACTIVITIES

( 88,175,997 )

2 unchanged sentences

Depreciation and amortization

Impairment loss – project deposit

Impairment loss – intangible assets

Impairment of fixed assets

Impairment of goodwill and other intangible assets

Amortization of bond premium and realized loss on investments in debt securities

Amortization of operating lease - right-of-use asset

Amortization of operating lease - right-of-use asset - related party

Contributed capital

Amortization of operating lease – right-of-use asset – related parties

Amortization of operating lease – right-of-use asset – non related parties

Amortization of debt discount

Loss on settlement of liabilities – notes

Bad Debt Expense

Stock issued in connection with loan interest expense - related party

Default penalty, note extension fee, and imputed interest

Bad debt expense

Stock issued for services

Stock issued for services - related parties

Default penalty interest expense

Loss on debt extinguishment - related party

Contributed services - related parties

Stock-based compensation – related party

Changes in operating assets and liabilities:

(Increase) decrease in

Accounts receivable

Prepaids and other

Increase (decrease) in

Prepaids and other current assets

Security deposits

Accounts payable and accrued expenses

Accounts payable and accrued expenses – related party

Operating lease liability

Stock payable – related party

Operating lease liability – non related parties

Operating lease liability – related party

2 unchanged sentences

( 6,257,209 )

Investing activities

Purchase of vehicles not yet placed into service

CASH FLOWS FROM INVESTING ACTIVITIES

Cash proceeds from sale of vehicles

Cash proceeds from refund of project deposit (Yoshi)

Deposit on future asset purchase (Yoshi)

( 2,035,283 )

Deposit paid on future asset purchase

Proceeds from sale of marketable debt securities

Project deposit

( 3,929,161 )

Purchase of fixed assets

( 5,696,384 )

Advances – related party

Purchase of fixed assets - net of refunds on prior purchases

Net cash used provided by (used in) investing activities

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

( 11,677,978 )

Financing activities

Proceeds from issuance of Series B - convertible preferred stock - related party

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of Series B preferred stock – RP

Proceeds from notes payable

Proceeds from notes payable - related party

Proceeds from common stock issued for cash

Cash paid for direct offering costs - common stock

Repayments on line of credit

( 1,000,000 )

Repayments on notes payable

( 23,845,988 )

Repayments on loan payable - related party

Proceeds from notes payable – related party (M.

Repayments on notes payable – related party

( 1,110,000 )

Proceeds from common stock issued for cash

Cash paid for direct offering costs

( 1,557,005 )

NET CASH PROVIDED BY FINANCING ACTIVITIES

Net decrease in cash

NET (DECREASE) INCREASE IN CASH

( 1,227,977 )

3 unchanged sentences

Cash paid for interest

Cash paid for income tax

Cash paid for income taxes

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Conversion of debt - related party - Series A, preferred stock

Conversion of debt - related party - common stock

Conversion of accrued interest - related party - common stock

Accrued debt discount (OID)

Debt discount (OID) in connection with the issuance of notes payable

Debt discount (OID) in connection with the issuance of notes payable - related party

Series A and B - preferred stock dividends - payable in common stock

Stock issue to settle accounts payable

Deposit paid on future asset purchase (common stock issuance)

Deposit paid on future asset purchase (note payable)

Realized gains on sale of investments in debt securities - elimination of AOCL

True up notes payable and vehicle balances for actual borrowings

Termination of right-of-use asset - related party

Right-of-use asset obtained in exchange for new operating lease liability - related party

accompanying notes are an integral part of these unaudited consolidated financial statements

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Contributed capital

Recognition of new operating lease – non related party

Reclassification of prior period deposit to vehicle purchase

Conversion of notes payable to common stock

Conversion of accrued interest – related party – to common stock

Stock issued for conversions of accounts payable

Debt discount / OID – non related party notes (stock for loan fees)

Debt discount / OID – related party note (Farkas 4%)

Acquisition of Stat-EI assets (intangible / deposits)

Payment of Series A preferred stock dividends in common stock

Payment of Series B preferred stock dividends in common stock

Series A Preferred Dividends accrued (payable in common stock)

Series B Preferred Dividends accrued (payable in common stock)

Conversion of Series A preferred stock to common stock

1 - Organization and Nature of Operations

2 unchanged sentences

or “the Company”), was incorporated on April 20, 2016, in the State of Florida.

Holdings, Inc.

(“EZFL”) was incorporated on March 28, 2019 , in the State of Delaware and operates an on-demand mobile gas

delivery service as well as beginning to provide services as a renewable energy company focused on developing and deploying wireless

The Company operates an on-demand mobile

gas delivery service and is beginning to provide services as a renewable energy company focused on developing and deploying wireless

electric vehicle charging technology integrated with battery storage and solar energy solutions.

wholly owned subsidiary Neighborhood Fuel Holdings, LLC, is inactive.

LLC was established on July 27, 2016 in the State of Florida.

The assets of EzFill-FL, LLC constituting the mobile fueling business were

acquired as of April 9, 2019 by EzFill Holdings, Inc.

(“EZFL”), which was incorporated on March 28, 2019, in the State of

of Organizational Structure

Organizational

Incorporation

of Incorporation

NextNRG Holding Corp.

April 20, 2016

NextNRG, Inc.

(f/k/a EzFill Holdings, Inc.)

March 28, 2019

NextNRG Ops, LLC (f/k/a NextNRG, LLC)

August 31, 2023

Next/Ingle Holdings, LLC *

December 3, 2024

NextCharging, LLC

January 21, 2025

EzFill Operations, LLC

April 24, 2025

Neighborhood Fuel Holdings, LLC

NextNRG TopangaMicrogrid LLC

August 21, 2025

NextNRG Sunnyside Microgrid LLC

August 21, 2025

* The Company owns 50% of

this entity, the remaining 50% is a component of our non-controlling interest.

Control Merger (Related Party)

February 13, 2025, the Company executed a share exchange agreement with Next (an entity controlled by Michael Farkas (“Farkas”)),

an entity under common control.

Pursuant to the terms of the agreement EZFL issued 100,000,000 shares of common stock in exchange for

all of the issued and outstanding common stock of Next.

connection with this transaction, the Company changed its name from EzFill Holdings, Inc.

August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael

Farkas, as the representative of the Members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to

which the Company agreed to acquire from the Members 100 % of the membership interests of Next Charging (the “Membership Interests”)

in exchange for up to 40,000,000 shares of common stock.

Subsequently, Next Charging converted to a corporation organized in the State

of Nevada named NextNRG Holding Corp.

(“Next Holding”) effective as of March 1, 2024 (the “Conversion”), which

Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging remained as shareholders

of Next Holding.

June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr.

Farkas as the representative

of the Next Holding executed a second amended and restated agreement to replace the Exchange Agreement in its entirety (the “Second

Amended and Restated Exchange Agreement”).

Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to

acquire from the Next Holding 100% of the shares of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders

of Company common stock.

September 25, 2024, the Company and Mr.

Farkas entered into the second amendment to the Second Amended and Restated Exchange Agreement

(“Second Amendment”) to change the number of the Company’s common stock shares to be issued to the Next Holding shareholders

by the Company in exchange for 100 % of the shares of Next Holding to 100,000,000 shares of the Company’s common stock.

Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”),

prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting

or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).

Next Holding completed the acquisition

of SEI on January 19, 2024, and thus 50,000,000 vested on that closing date.

The remaining 50,000,000 restricted shares are subject to

vesting or forfeiture.

25,000,000 of the 50,000,000 restricted shares will vest, if at all, upon the Company commercially deploying the

third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined

under the Second Amended and Restated Exchange Agreement, as amended) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if

at all, upon the Company either reaching annual revenues exceeding $ 100 million, the Company completing projects with deployment costs

greater than $ 100 million, or the Company completing a capital raise greater than $ 25 million.

to closing, the Company (i) increased the number of its authorized shares of common stock from 50,000,000 to 500,000,000 , (ii) received

stockholder approval, (iii) received third-party consents, and (iv) ensured compliance with the rules and regulations of The Nasdaq Stock

February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended, was

Pursuant to the terms of the Second Amended and Restated Exchange Agreement, as amended, the Company issued an aggregate of

100,000,000 shares of common stock in exchange for all of the issued and outstanding common stock of Next Holding, and Next Holding became

a wholly owned subsidiary of the Company.

February 13, 2025, the Company changed its name from EzFill Holdings, Inc.

to NextNRG, Inc.

– Continued Listing Rule or Standard

previously disclosed, on August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity did not comply with

the minimum $ 2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b) (the “Equity

Upon submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February

20, 2024 to comply with this requirement.

February 21, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company

that the Staff had determined that the Company did not meet the terms of the extension.

Specifically, the Company did not complete its

proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024.

See Form 8-K filed

on February 23, 2024.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company had requested an appeal for the Staff’s determination.

A hearing occurred on May 2, 2024.

At the hearing, the Company presented

its plan for regaining compliance with the Equity Rule and may request a further extension to complete the execution of its plan.

August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule,

as required by the Panel’s decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the

Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter.

If, within that one-year

monitoring period, the Staff finds that the Company is no longer in compliance with the Equity Rule, then, notwithstanding Listing Rule

5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to such deficiency and Staff will

not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company

be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3).

Instead, the Staff will issue a Delist Determination

Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if

the initial Panel is unavailable.

The Company will have the opportunity to respond/ present to the Hearings Panel as provided by Listing

Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

Business Overview of NextNRG

is Powering What’s Next by implementing artificial intelligence (“AI”) and machine learning (“ML”) into

renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand

mobile fuel delivery to create an integrated ecosystem.

the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’

energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management

alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency.

These microgrids are

designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities

and government properties, expanding energy accessibility.

continues to expand its growing fleet of fuel delivery trucks and national footprint.

NextNRG is also integrating sustainable energy

solutions into its mobile fueling operations.

The company hopes to be an integral part of assisting its fleet customers in their transition

to EV, supporting more efficient fuel delivery while advancing clean energy adoption.

The transition process is expected to include the

deployment of NextNRG’s innovative wireless EV charging solutions.

Control Determination

Company has determined that the Company’s acquisition of Next Holding qualifies as a common control merger under the Financial

Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805-50-15-6, which

defines control as the ability to direct management and policies by ownership, contractual arrangements, or other means.

factors included in our assessment of common control are as follows:

Farkas controlled more than 20% of the Company prior to December 31, 2023, as the largest individual shareholder;

the primary debt lender prior to and at the time of the merger, Mr.

Farkas had the ability to influence critical financial decisions;

Company’s liquidity was significantly supported by Next Holding funding prior to and at the time of the merger, reflecting

decisions and activities controlled by Mr.

the date of merger, Mr.

Farkas controlled approximately 70 % of the Company.

Holding Control:

Farkas concurrently exercised control over Next Holding prior to December 31, 2023.

both the Company and Next Holding shared common ownership at all times prior to, at the time of and subsequent to the merger date, this

transaction is classified as a common control merger.

the date of acquisition, Mr.

Farkas owned approximately 70 % of the Company and 67 % of Next Holding.

the following discussion, see authoritative guidance throughout ASC 805-50, 260-10 and ASC 280:

Retention of Historical Carrying Amounts

acquired entity’s assets and liabilities are recorded at their historical carrying amounts.

Pooling-of-Interests Approach

pooling-of-interests approach identifies that transfers between entities under common control do not represent a change in ownership.

In these transactions, the entity receiving net assets or exchanging shares is required to measure the assets and liabilities at their

carrying amounts as recorded in the transferring entity’s separate financial statements (which reflect the historical cost basis

established by the ultimate parent).

Essentially, this guidance results in an accounting treatment similar to the pooling-of-interests

Retrospective Application to Financial Statements

historical financial statements are adjusted as if the merger had occurred at the beginning of the earliest period presented.

so, all periods in the financial statements are made comparable, reflecting the merger’s effects consistently.

Equity Adjustments

to additional paid-in capital (“APIC”) and retained earnings are made to reconcile historical balances.

Historical retained

earnings (deficit) are combined and consolidated.

Earnings per Share (“EPS”)

adjustments are required when a change in the capital structure occurs through a stock dividend, stock split, or reverse split.

control transactions are typically accounted for on a carryover basis, the historical EPS is not retroactively adjusted for such

stock issuances unless the transaction’s structure meets the criteria for a capital structure change (i.e.

a stock dividend

vested shares are included in diluted EPS.

Goodwill and Intangible Assets

a common control merger, the Company will not recognize goodwill or intangible assets.

Segment Reporting

Company will assess its business operations and determine the requisite segments to recognize.

All current and historical periods will

be adjusted to reflect these allocations.

The Company presents its consolidated financial statements with segments for mobile fuel delivery

and energy infrastructure.

Control Transactions and Equity Adjustments

noted above, on February 13, 2025, the Company executed a common control transaction as defined under ASC 805-50-15-6 through 15-9, Business

Combinations – Related Issues.

In accordance with ASC 805-50-30-5, the transaction was accounted for using the carryover basis

of accounting, whereby the assets and liabilities of the transferred entity were recognized at their historical book values with no new

goodwill or gain recognized.

the common control transaction was effective as of February 13, 2025, certain historical intercompany capital transactions and equity

issuances— such as investments in affiliates—were not fully eliminated or reclassified at the transaction date.

These amounts

continued to reside on the individual ledgers of the respective legal entities as equity instruments or investment balances.

In accordance

with ASC 805-50-45-2, transactions between entities under common control that are recognized at book value may result in adjustments

to equity, typically reflected in APIC.

the future, the Company expects to record permanent equity reclassifications at the individual entity level to eliminate these historical

intercompany equity balances.

These adjustments will not be processed as temporary consolidation-level eliminations but will instead

be reflected directly in APIC to present the economic substance of the transaction consistent with the principles of common control accounting.

This approach ensures that the consolidated financial statements do not reflect duplicative equity or investment balances and avoids

the continued need for recurring consolidation-level elimination entries.

equity adjustments had no impact on the Company’s consolidated net income, cash flows, or total stockholders’ deficit.

Company may continue to evaluate and adjust legacy intercompany equity positions in future periods as part of its ongoing consolidation

line item “Common Control Adjustments” presented within the consolidated statement of changes in stockholders’ deficit

represents reclassifications of historical intercompany equity balances resulting from prior transactions among entities under common

These are adjustments recorded directly to APIC and do not reflect third-party capital transactions.

Executive Officer Transition

February 14, 2025, in connection with the closing of the Next Holding acquisition, the Company accepted the resignation of Yehuda Levy

as Interim Chief Executive Officer.

The Board of Directors subsequently appointed Michael D.

Farkas as Chief Executive Officer, Director,

and Executive Chairman.

Farkas, previously the Chief Executive Officer of Next Holding, is also the significant controlling stockholder

of the Company’s issued and outstanding common stock.

Financial Officer Transition

February 14, 2025, in connection with the closing of the Next Holding acquisition, the Company accepted the resignation of Michael Handleman

as Chief Financial Officer and appointed Joel Kleiner as his successor.

of Presentation

accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted

accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

5 unchanged sentences

at December 31, 2025, the Company had:

● Accumulated

deficit of $ 153,942,132

Stockholders’

equity of $ 2,155,571 ;

deficit of $ 22,114,845 ;

capital deficit of $ 25,115,995

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations.

26 unchanged sentences

and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

strategic plans include the following:

1 unchanged sentence

additional debt and/or equity based financing for growth;

our transaction with NextNRG, Inc.

(occurred February 13, 2025);

Collaborations

with other operating businesses for strategic opportunities;

other businesses to enhance or complement our current business model while accelerating our

other businesses to enhance or complement our current business model while accelerating our growth.

2 - Summary of Significant Accounting Policies

6 unchanged sentences

with more than 50% voting interest, unless control is not with the Company;

Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i)

power over significant activities and (ii) the obligation to absorb losses or receive benefits.

Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i) power over significant activities and

(ii) the obligation to absorb losses or receive benefits.

intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45.

9 unchanged sentences

requirements.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

transactions classified as business combinations, the Company:

and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests

at their fair values at the acquisition date (ASC 805-20-25-1).

goodwill as the excess of the fair value of consideration transferred over the fair value

of net assets acquired, including any previously held equity interests (ASC 805-30-30-1).

and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests at their fair values at the acquisition

date (ASC 805-20-25-1).

goodwill as the excess of the fair value of consideration transferred over the fair value of net assets acquired, including any previously

held equity interests (ASC 805-30-30-1).

acquisition-related costs as incurred, per ASC 805-10-25-23.

preliminary purchase price allocations, with adjustments permitted within the measurement

period (not exceeding one year) per ASC 805-10-25-13.

Adjustments beyond the measurement

period are recorded in earnings.

preliminary purchase price allocations, with adjustments permitted within the measurement period (not exceeding one year) per ASC

805-10-25-13.

Adjustments beyond the measurement period are recorded in earnings.

judgments in fair value determinations include:

5 unchanged sentences

transactions classified as asset acquisitions under ASC 805-50, the Company:

the “screen test” to determine whether substantially all of the fair value of

gross assets acquired is concentrated in a single identifiable asset or group of similar

assets (ASC 805-10-55-3A).

the purchase price using a cost accumulation model, assigning costs to acquired assets based

on their relative fair values (ASC 805-50-30-3).

● Capitalizes

direct acquisition costs as part of the asset’s cost, unlike business combinations

where such costs are expensed (ASC 805-50-25-1).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

the “screen test” to determine whether substantially all of the fair value of gross assets acquired is concentrated in

a single identifiable asset or group of similar assets (ASC 805-10-55-3A).

the purchase price using a cost accumulation model, assigning costs to acquired assets based on their relative fair values (ASC 805-50-30-3).

direct acquisition costs as part of the asset’s cost, unlike business combinations where such costs are expensed (ASC 805-50-25-1).

classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen

7 unchanged sentences

for Reverse Acquisitions

legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its

assets, liabilities, and operations are measured at historical cost.

legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its assets, liabilities, and operations are

measured at historical cost.

legal acquirer (accounting acquiree) is recognized at fair value, similar to a business combination.

goodwill is recognized, as the transaction is considered a capital reorganization rather

than an acquisition of a business per ASC 805-40-30-2.

equity structure (common stock and additional paid-in capital) is adjusted to reflect that

of the legal acquirer, but the retained earnings balance is that of the accounting acquirer.

goodwill is recognized, as the transaction is considered a capital reorganization rather than an acquisition of a business per ASC

equity structure (common stock and additional paid-in capital) is adjusted to reflect that of the legal acquirer, but the retained

earnings balance is that of the accounting acquirer.

Requirements for Reverse Acquisitions

2 unchanged sentences

comparative analysis of financial statements before and after the acquisition.

forma financial information in accordance with Regulation S-X, Article 11, showing the impact

of the transaction as if it had occurred at the beginning of the reporting period.

forma financial information in accordance with Regulation S-X, Article 11, showing the impact of the transaction as if it had occurred

at the beginning of the reporting period.

in governance, management, and operations post-acquisition.

1 unchanged sentence

Form 8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

and Financial Reporting Considerations

1 unchanged sentence

S-X, Rule 3-05:

Requires separate financial statements of the acquired business if it meets

significance thresholds under Rule 1-02(w).

Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w).

S-K, Item 101:

Requires disclosure of the impact of material acquisitions on the Company’s

business operations.

Requires disclosure of the impact of material acquisitions on the Company’s business operations.

S-K, Item 303:

Mandates discussion of the impact of acquisitions on the Company’s financial

condition and results of operations in Management’s Discussion and Analysis (MD&A).

Mandates discussion of the impact of acquisitions on the Company’s financial condition and results of operations

in Management’s Discussion and Analysis (MD&A).

S-X, Article 11:

1 unchanged sentence

8-K, Item 2.01:

Immediate reporting requirements for material acquisitions, including reverse

Immediate reporting requirements for material acquisitions, including reverse mergers.

Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC

805, SEC reporting requirements, and regulatory guidance.

Segments and Expense Disclosure

Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their

2 unchanged sentences

in business activities from which it may earn revenues and incur expenses;

operating results that are regularly reviewed by the Chief Operating Decision Maker (“CODM,”

which is our Chief Executive Officer) to make decisions about resource allocation and performance

operating results that are regularly reviewed by the Company’s chief operating decision maker (“CODM”), which is

our Chief Executive Officer to make decisions about resource allocation and performance assessment;

discrete financial information available.

2 unchanged sentences

on a consolidated basis, the company may report as a single segment.

The Company has determined that it operates as one reportable segment,

The Company has determined that it operates in two reportable segments,

as its CODM reviews the business as a whole rather than by distinct business components.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

of ASU 2023-07 – Segment Expense Disclosure Requirements

October 2023, the FASB issued ASU 2023-07, which enhances segment reporting by requiring public entities to disclose significant segment

expenses that are regularly reviewed by the CODM.

However, under ASC 280-10-50-31, these requirements apply only to entities with multiple

reportable segments.

Since the Company operates as a single reportable segment, it is not required to disclose segment expenses separately.

ASC 280-10-50-32 allows entities to voluntarily disclose additional segment-related information, including a breakdown of expenses, the

Company is not required to present individual expense categories, and has not done so, because its operations are reviewed and managed

as a single segment.

of ASU 2023-07 – Segment Reporting

October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures , which enhances segment disclosures by requiring public entities to disclose significant segment

expenses that are regularly provided to the CODM and used in assessing segment performance and resource allocation.

adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.

of Estimates and Assumptions

preparation of financial statements in conformity with U.S.

Generally Accepted Accounting Principles (GAAP) requires management to make

GAAP requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities

6 unchanged sentences

estimates for the years ended December 31, 2025 and 2024 respectively, include:

● Allowance for doubtful accounts and other receivables

● Inventory reserves and classifications

● Valuation of loss contingencies

● Valuation of stock-based compensation

● Estimated useful lives of property and equipment

● Impairment of intangible assets

● Implicit interest rate in right-of-use operating

● Uncertain tax positions

● Valuation allowance on deferred tax assets

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

for doubtful accounts and other receivables

reserves and classifications

of loss contingencies

of stock-based compensation

useful lives of property and equipment

of intangible assets

interest rate in right-of-use operating leases

tax positions

allowance on deferred tax assets

and Uncertainties

6 unchanged sentences

Key factors contributing to variability in sales and earnings include:

Industry Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by

industry trends, seasonality, and shifts in market demand.

Macroeconomic Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest

rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company’s revenue streams.

Pricing Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain

disruptions, and competitive pricing pressures can lead to fluctuations in gross margins and profitability.

Industry Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by industry trends, seasonality,

and shifts in market demand.

Macroeconomic Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest rate changes, and geopolitical

risks may impact consumer purchasing behavior and the Company’s revenue streams.

Pricing Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain disruptions, and competitive pricing

pressures can lead to fluctuations in gross margins and profitability.

these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting

3 unchanged sentences

Value of Financial Instruments

Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements,

Company accounts for financial instruments in accordance with FASB ASC 820, Fair Value Measurements,

which establishes a framework for measuring fair value and requires related disclosures.

3 unchanged sentences

the asset or liability.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Value Hierarchy

820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value:

● Level 1 – Quoted market prices (unadjusted)

for identical assets or liabilities in active markets.

● Level 2 – Observable inputs other than

quoted prices in active markets, such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable.

● Level 3 – Unobservable inputs that require

significant judgment, including management assumptions and estimates based on available market data.

1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets.

2 – Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities

or inputs that are directly or indirectly observable.

3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available

classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value

18 unchanged sentences

The Company has not elected the fair value option for any of its outstanding financial

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

and Cash Equivalents and Concentration of Credit Risk

1 unchanged sentence

or less at the purchase date and money market accounts to be cash equivalents.

December 31, 2024 and 2023, respectively, the Company did not have any cash equivalents.

December 31, 2025 and 2024, respectively, the Company did no t have any cash equivalents.

Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent

account balances exceed the amount insured by the FDIC, which is $ 250,000 .

account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”), which is $ 250,000 .

December 31, 2025 and 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

4 unchanged sentences

gains and losses, including impairments, are recorded in net income in accordance with ASC 320-10-35-25.

320-10-35-25.

basis for sales is determined using the first-in, first-out (FIFO) method, per ASC 320-10-35-4.

and discounts on AFS debt securities are amortized using the straight-line method over the

security’s life, in accordance with ASC 320-10-35-10.

and discounts on AFS debt securities are amortized using the straight-line method over the security’s life, in accordance with

ASC 320-10-35-10.

Company evaluates AFS debt securities for other-than-temporary impairment (OTTI) in accordance with ASC 320-10-35-33 to 35.

3 unchanged sentences

Company’s intent and ability to hold the security until recovery.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

an OTTI is identified, the impairment loss is recognized in earnings as the difference between the amortized cost and the fair value

2 unchanged sentences

in earnings (ASC 320-10-35-35).

the years ended December 31, 2024 and 2023, respectively, there were no impairments taken.

During the years ended December 31, 2025 and 2024, respectively, there were no impairments taken.

the years ended December 31, 2025, and 2024, the Company received proceeds of $ 0 and $ 0 , respectively, from the sale and liquidation

15 unchanged sentences

deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Applicability

8 unchanged sentences

Schedule of Accounts Receivable

December 31, 2024

December 31, 2023

Accounts receivable

allowance for doubtful accounts

Accounts receivable - net

allowance for

doubtful accounts

Accounts receivable

the years ended December 31, 2025 and 2024, bad debt was as follows:

December 31, 2024

December 31, 2023

Bad debt expense

4 unchanged sentences

of cost or net realizable value (“LCNRV”) using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Valuation and Reserve Assessment

23 unchanged sentences

enhancements to mitigate risks.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

and Supplier Concentrations

9 unchanged sentences

Schedule of Concentration of Risk

Year Ended December 31,

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Year Ended December 31,

Ended December 31,

Accounts Receivable

Ended December 31,

Vendor Purchases

Ended December 31,

Risk Mitigation Strategies

1 unchanged sentence

Diversification

of Customer Base – Actively seeking new customers to reduce reliance on a small number

of key accounts.

Risk Management – Regularly reviewing customer creditworthiness and adjusting credit

terms as necessary.

Contingency Planning – Identifying alternative vendors to mitigate the impact of potential

supply chain disruptions.

of Customer Base – Actively seeking new customers to reduce reliance on a small number of key accounts.

Risk Management – Regularly reviewing customer creditworthiness and adjusting credit terms as necessary.

Contingency Planning – Identifying alternative vendors to mitigate the impact of potential supply chain disruptions.

Company continuously monitors these risks and adjusts its business strategies to reduce its exposure to customer, credit, and supplier

13 unchanged sentences

in accordance with ASC 360-10-35-17.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

note 3 for discussion of impairments of long lived assets.

4 unchanged sentences

Factors considered include, but are not limited to:

● Significant

changes in expected performance compared to prior forecasts,

6 unchanged sentences

the undiscounted cash flows exceed the carrying amount, no impairment is recognized.

the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized,

measured as the excess of the carrying amount over the fair value of the asset (ASC 360-10-35-18).

the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized, measured as the excess of the carrying

amount over the fair value of the asset (ASC 360-10-35-18).

Software Considerations

3 unchanged sentences

software is expected to be replaced by newer technology.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

the years ended December 31, 2025, and 2024, the Company recorded an impairment loss of $ 0 and $ 13,422 , respectively, related to various

This impairment loss has been recorded as a component of general and administrative expenses in the accompanying consolidated

statements of operation.

equipment, an impairment loss of $ 3,929,161 and $ 0 , respectively, related to the impairment of certain project deposits, and an impairment loss of $ 4,606,664 and $ 0 , respectively, related to the

impairment of certain intangibles related to the acquisition of Stat-EI .

The impairment

loss related to equipment has been recorded as a component of general and administrative expenses in the accompanying consolidated statements

of operation and the impairment loss related to project deposits has been recorded under Impairment loss on project deposit in the accompanying

consolidated statements of operation.

Note 3 for further discussion of long-lived asset impairments.

10 unchanged sentences

the newly issued shares at fair value;

● Derecognizes

all related debt, derivative liabilities, and unamortized debt discounts;

8 unchanged sentences

(ASC 815-40-35-8).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Liability Balances

5 unchanged sentences

Issue Discounts (OID)

certain notes issued, the Company may provide the debt holder with an original issue discount (OID), which is recorded as a debt discount,

certain notes issued, the Company may provide the debt holder with an OID, which is recorded as a debt discount,

reducing the face value of the note.

18 unchanged sentences

options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2.

23 unchanged sentences

Note 7 for details on third-party and related-party operating leases.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by Accounting Standards

Update (ASU) 2014-09.

Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by ASU 2014-09.

Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer

4 unchanged sentences

Company follows the five-step revenue recognition model outlined in ASC 606-10-05-4:

the Contract with a Customer

Identify the Contract with a Customer

contract exists when the following criteria are met, per ASC 606-10-25-1:

6 unchanged sentences

credit risk in accordance with ASC 606-10-25-5.

the Performance Obligations in the Contract

Identify the Performance Obligations in the Contract

performance obligation is a distinct good or service promised in the contract that is both capable of being distinct and distinct in

4 unchanged sentences

benefits from access to services throughout the period.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

performance obligations are not bundled or combined, as each service is separately identifiable, in accordance with ASC 606-10-25-22.

the Transaction Price

Determine the Transaction Price

transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services to the

6 unchanged sentences

financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15.

the Transaction Price to Performance Obligations

Allocate the Transaction Price to Performance Obligations

contracts with a single performance obligation, the entire transaction price is allocated to that obligation, per ASC 606-10-32-40.

3 unchanged sentences

Company’s fuel sales and memberships each have a distinct standalone selling price, eliminating the need for allocation adjustments.

Revenue When (or As) Performance Obligations Are Satisfied

Recognize Revenue When (or As) Performance Obligations Are Satisfied

is recognized at the point in time when control over a product or service is transferred to the customer, in accordance with ASC 606-10-25-30.

2 unchanged sentences

throughout the month.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company does not recognize revenue based on customer invoicing dates;

12 unchanged sentences

of Compliance with ASC 606 and ASU Updates

Revenue Stream

Performance Obligation

Recognition Timing

Consideration Type

Fuel Delivery

At time of delivery

Fixed price per gallon

Membership Fees

Monthly access to fuel services

Over time (one-month cycle)

Fixed monthly subscription

Consideration

time of delivery

price per gallon

access to fuel services

time (one-month cycle)

monthly subscription

Liabilities (Deferred Revenue)

5 unchanged sentences

of December 31, 2025 and 2024, the Company had $ 0 deferred revenue.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

following represents the Company’s disaggregation of revenues for the years ended December 31, 2025 and 2024:

20 unchanged sentences

statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

of December 31, 2025 and 2024, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure

in the financial statements (ASC 740-10-50-15).

Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of

operations (ASC 740-10-45-25).

interest and penalties were recorded for the years ended December 31, 2024 and 2023, respectively.

Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of operations

(ASC 740-10-45-25).

No interest and penalties were recorded for the years ended December 31, 2025 and 2024, respectively.

of Deferred Tax Assets

15 unchanged sentences

allowance determination is not solely based on past losses—all available positive and negative evidence must be considered.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Allowance Determination

22 unchanged sentences

period in accordance with ASC 718.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions:

11 unchanged sentences

flow classification for certain tax-related transactions.

Company continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based

Company continues to evaluate and apply the latest ASUs and interpretive releases related to stock-based

compensation to ensure compliance with evolving financial reporting requirements.

14 unchanged sentences

changes recognized in earnings, following ASC 815-40-35.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

and Diluted Earnings (Loss) per Share and Reverse Stock Split

21 unchanged sentences

or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Loss Per Share Considerations

17 unchanged sentences

Total common stock equivalents

A and B, preferred shares as well as the related dividends on each class of Series A and B, preferred shares are convertible into common

A and B preferred shares as well as the related dividends on each class of Series A and B preferred shares are convertible into

common stock.

included as common stock equivalents represent those that are fully vested and exercisable.

1 unchanged sentence

( 500,000,000 ) to settle any potential exercises of common stock equivalents.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

April 27, 2023, the Company executed a 1:8 reverse stock split and decreased the number of shares of its authorized common stock from

500,000,000 shares to 50,000,000 and its preferred stock from 50,000,000 to 5,000,000 .

As a result, all share and per share amounts have

been retroactively restated to the earliest period presented in the accompanying consolidated financial statements.

July 25, 2024, the Company’s Board of Directors authorized a 1:2.5 reverse stock split .

As a result, all share and per share amounts

have been retroactively restated to the earliest period presented in the accompanying consolidated financial statements.

July 25, 2024, the Company effectuated a 1:2.5

reverse stock split of the Company’s issued and outstanding common stock.

As a result, all share and per share amounts have been retroactively restated to the earliest period presented

in the accompanying consolidated financial statements.

Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k).

15 unchanged sentences

other elements necessary for a clear understanding of the transactions’ effects on the financial statements.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose

8 unchanged sentences

revenue officer.

The Company will pay $ 5,000 per month and cover certain other expenses.

The initial term of the agreement is for one

Pursuant to the terms of the consulting agreement, the Company agreed to pay $ 5,000

per month and cover certain other expenses.

The initial term of the agreement is for one year.

All amounts have been paid.

1 unchanged sentence

2023, the Company entered into a services agreement with an affiliate of the Company’s Chief Technology Officer.

Services include

overseeing all matters relating to the Company’s technology.

The Company will pay $ 10,000 USD per month and cover other pre-approved

include overseeing all matters relating to the Company’s technology.

Pursuant to the terms of the services agreement, the

Company agreed to pay $ 10,000

per month and cover other pre-approved expenses.

The initial term of the agreement is for one year.

All amounts have been paid.

connection with this agreement, the Company issued 130,000 shares of common stock.

At December 31, 2024 and 2023, 104,000 and 104,000

All amounts have been

connection with this agreement, the Company issued 130,000

shares of common stock to Mr.

At December 31, 2025 and 2024, 117,000

shares have vested, respectively.

The remaining 26,000 shares will vest in April 2025 ( 13,000 shares) and April 2026 ( 13,000 shares),

respectively.

The remaining 13,000

shares will vest in April 2026.

From Related Party

2 unchanged sentences

The advance related to fees incurred by that entity for professional services.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Accounting Standards

2022-02 – Financial Instruments – Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures

March 2022, the FASB issued ASU 2022-02, which:

the troubled debt restructuring (TDR) model for creditors under ASC 310, “Receivables.”

enhanced vintage disclosures related to credit losses, including gross write-offs by year of origination.

the accounting guidance under ASC 326, “Financial Instruments – Credit Losses,” to enhance disclosures regarding

loan refinancings and restructurings for borrowers experiencing financial difficulty.

Company adopted ASU 2022-02 on January 1, 2023.

The adoption did not have a material impact on the Company’s consolidated financial

2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:

4 unchanged sentences

Issued Accounting Standards Not Yet Adopted

2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

4 unchanged sentences

adoption is permitted.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements.

November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

This standard requires

additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset

amortization, and other specific expense categories.

This standard also requires disclosure of the total amount of selling expenses

and the Company’s definition of selling expenses.

This update is effective for fiscal years beginning after December 15, 2026,

and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

We are evaluating the impact

this update will have on our annual disclosures;

however, it will not impact our financial condition, results of operations, or cash

Accounting Standards Updates

7 unchanged sentences

3 – Property and Equipment

and equipment consisted of the following:

Property and equipment consisted of the following:

Schedule of Property and Equipment

Estimated Useful

December 31, 2025

December 31, 2024

Lives (Years)

Estimated Useful Lives (Years)

$ 10,427,658 *

2 unchanged sentences

Office equipment

Property and equipment, gross

Property and equipment,

Accumulated depreciation

3 unchanged sentences

Purchase – Vehicles - Shell

* In 2024, the Company

executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell TapUp and d/b/a Instafuel (“Shell”)

to purchase 73 vehicles ($ 5,139,877 ) and above ground storage tanks ($ 80,000 ) as part of a growth and expansion plan for a total purchase

price of $ 5,219,877 .

2024, the Company executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell TapUp and d/b/a Instafuel

(“Shell”) to purchase 73 vehicles ($ 5,139,877 )

and above ground storage tanks ($ 80,000 )

as part of a growth and expansion plan for a total purchase price of $ 5,219,877 .

The Company began its Shell related operations in January 2025, and at that time placed these assets into service.

These vehicles have a useful life of five ( 5 ) years.

These vehicles have

a useful life of five years.

Note 9 regarding related right-of-use operating leases.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

on Future Asset Purchase - Yoshi

2024, the Company executed an asset purchase agreement with Yoshi, Inc.

In connection with this transaction, the Company acquired various

vehicles as part of a growth and expansion plan.

The Company has access to and utilizes these vehicles for mobile fueling as part of

its ongoing operations.

Since the transaction did not close until February 2025, the payments made/due as of December 31, 2024, have

been classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

Ended December 31, 2024

and amortization expense for the years ended December 31, 2025 and 2024, was $ 1,985,450 and $ 1,545,806 , respectively.

6 unchanged sentences

statements of operations.

ended December 31, 2023

Company recorded an impairment loss of $ 105,506 related to items classified as construction in process that were deemed unusable.

the year ended December 31, 2023, the Company adjusted the balance of its vehicles and related notes payable – vehicles by $ 24,664

to true up the amounts to their actual balances.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

4 – Accounts Payable and Accrued Liabilities

4 – Accounts Payable and Accrued Liabilities including Related Parties

payable and accrued liabilities were as follows at December 31, 2025 and 2024 respectively:

2 unchanged sentences

December 31, 2024

Accounts payable

Accounts Payable and Accrued Liabilities - non-related parties

Accrued liabilities - related parties

6 unchanged sentences

following is a summary of the Company’s notes payable – related parties at December 31, 2025 and 2024:

of Notes Payable

Face amount of note

Debt discount/issue costs

( 1,608,900 )

Amortization of debt discount/issue costs

of Notes Payable - Related Parties

Balance - December 31, 2023

Debt discount/issue costs - original issue discount

Debt discount/issue costs - stock issuances

( 2,020,387 )

Amortization of debt discount/issue costs

Default penalty interest expense

Conversion of debt - preferred stock

( 3,630,000 )

Conversion of debt - common stock

Balance - December 31, 2024

Debt Discount

Amortization of debt discount

( 1,110,000 )

Balance - December 31, 2025

following is a detail of the Company’s notes payable – related parties at December 31, 2024 and 2023:

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

of Detailed Company’s Notes Payable

Notes Payable - Related Parties

Maturity Date

Shares Issued with Debt

Interest Rate

Default Interest Rate

Default Conversion Rate

the year ended December 31, 2025, $ 2,080,000

of accrued interest on related party promissory notes owed

to the Chief Executive Officer and Executive Chairman was converted from debt to equity pursuant to a Stock Purchase Agreement.

following is a detail of the Company’s advances payable – related parties terms and history of each advance at December 31,

2025 and December 31, 2024:

of Advances Payable Related Parties

Chief Executive Officer/>50%

control person

Due on demand

following represents the terms of the Company’s notes payable as of December 31, 2025 and December 31, 2024, respectively:

of Terms of Notes Payable

June 16, 2023

April 24, 2024

October 21, 2025

December 2, 2024

December 31, 2025

December 3, 2024

December 31, 2025

December 26, 2024

March 26, 2025

December 27, 2024

June 27, 2025

March 24, 2025

September 24, 2025

December 27, 2024

June 27, 2025

March 24, 2025

September 24, 2025

December 30, 2024

June 30, 2025

January 15, 2025

April 15, 2025

July 17, 2024

March 31, 2025

April 30, 2025

March 28, 2025

September 4, 2025

July 17, 2024

October 13, 2023

July 17, 2024

August 16, 2024

August 2, 2023

August 16, 2024

August 23, 2023

August 16, 2024

August 30, 2023

January 19, 2024

August 19, 2024

September 6, 2023

August 19, 2024

September 13, 2023

August 16, 2024

November 26, 2024

August 16, 2024

February 26, 2025

November 26, 2024

August 16, 2024

December 4, 2023

August 16, 2024

December 13, 2023

August 16, 2024

December 18, 2023

August 16, 2024

December 20, 2023

August 16, 2024

June 10, 2025

December 16, 2024

August 16, 2024

June 20, 2025

January 19, 2024

August 19, 2024

January 16, 2024

August 19, 2024

January 25, 2024

August 16, 2024

November 26, 2024

February 26, 2025

November 24, 2024

June 10, 2025

August 16, 2024

October 2, 2024

April 2, 2026

February 25, 2025

August 16, 2024

October 2, 2024

April 2, 2026

February 25, 2025

August 16, 2024

March 8, 2024

August 16, 2024

March 15, 2024

August 16, 2024

March 26, 2024

August 16, 2024

October 2, 2024

April 2, 2026

August 16, 2024

February 25, 2025

October 2, 2024

April 2, 2026

August 16, 2024

February 25, 2025

October 2, 2024

April 2, 2026

August 16, 2024

February 25, 2025

January 19, 2024

April 18, 2024

October 7, 2024

December 24, 2024

March 31, 2025

Underlying vehicle

June 27, 2025

August 16, 2024

July 14, 2027

June 27, 2025

August 16, 2024

July 14, 2027

August 16, 2024

July 11, 2025

August 16, 2024

August 6, 2024

August 16, 2024

August 14, 2024

August 16, 2024

July 11, 2026

September 8, 2025

September 8, 2026

September 8, 2025

October 3, 2025

October 3, 2026

October 22, 2025

October 22, 2026

November 13, 2025

November 13, 2026

December 2, 2024

December 2, 2025

December 3, 2024

December 3, 2025

December 17, 2024

December 17, 2025

December 30, 2024

December 30, 2025

unamortized debt discount

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

discussion below regarding global amendment for Notes #1, #2 and #3.

discussion below regarding the limitation on the issuance of this lender due to a 9.99 % equity ownership blocker.

shares of common stock ( 425,978 ) were issued with the underlying original issue discount notes and treated as additional debt discount.

Ended December 31, 2023

#1 – Note Payable – Related Party - Material Stockholder greater than 5%

related Loss on Debt Extinguishment

2023, the Company originally executed a six-month (6) note payable with a face amount of $ 1,500,000 , less an original issue discount

of $ 150,000 , along with an additional $ 140,000 in transaction related fees (total debt discount and issue costs of $ 290,000 ), resulting

in net proceeds of $ 1,210,000 .

The $ 290,000 in debt discounts and issuance costs are being amortized over the life of the note to interest

expense in the accompanying consolidated statements of operations.

connection with obtaining this debt, the Company also committed 100,000 shares of common stock to the lender as additional interest expense

(commitment fee).

Under the terms of the agreement, only 40,000 shares of common stock were required to be issued on the commitment date

resulting in a fair value of $ 256,000 ($ 6.40 /share), based upon the quoted closing price.

The Company recorded this amount as a debt

discount which was being amortized over the life of the note.

Total debt discounts recorded aggregated $ 546,000 .

October 2023 (the initial maturity date), the Company executed a loan extension with the lender to extend the due date from October 2023

to April 2024.

At this time, the remaining 60,000 shares were issued to the lender.

Company evaluated the modification of terms under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that

the extension of the maturity date resulted in significant and consequential changes to the economic substance of the debt and thus resulted

in an extinguishment of the debt.

Specifically,

on the date of modification, the Company determined that the present value of the cash flows of the modified debt instrument was greater

than 10% different from the present value of the remaining cash flows under the original debt instrument.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

the year ended December 31, 2023, the Company recorded a loss on debt extinguishment of $ 291,000 as follows:

Schedule of Loss on Debt Extinguishment

Fair value of debt and common stock on extinguishment date *

Fair value of debt subject to modification

Loss on debt extinguishment - related party

* The Company valued the

issuance of the 60,000 commitment shares at $ 291,000 , based upon the quoted closing trading price on the date of modification

($ 4.85 /share).

to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender

may convert the note into shares of common stock equal to the greater of $ 3.08 and the lower of the average VWAP over the ten (10) preceding

trading days;

or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 1.75 .

Additionally,

if the Company raises $ 10,000,000 or more, then Note #3 will be repaid.

If the Company raises $ 15,000,000 or more, then both Notes #2

and #3 will be repaid.

Company has determined that in the event of default, the note at that time may be treated as a derivative liability subject to financial

reporting at fair value and related mark to market adjustments in subsequent reporting periods.

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),

all of the notes with this lender will be considered in default.

May 9, 2024 loan date extension below.

lender is considered a related party since it has a greater than 5 % controlling interest in the Company’s outstanding common stock.

discussion regarding debt conversion below on August 16, 2024.

#2 – Note Payable – Related Party - Material Stockholder greater than 5%

2023, the Company executed a six-month (6) note payable with a face amount of $ 600,000 , less an original issue discount of $ 60,000 , along

with an additional $ 28,900 in transaction related fees (total debt discount and issue costs in cash of $ 88,900 ), resulting in net proceeds

of $ 511,100 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

connection with obtaining this note, the Company also issued 60,000 shares of common stock to the lender having a fair value of $ 406,500 ,

based upon the quoted closing trading price ($ 6.78 /share).

issuance of these shares resulted in an additional debt issue cost.

In total, the Company recorded debt discounts/issuance costs of $ 495,400

which is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations.

the note was initially due in March 2024, the Company had the right to extend the note by an additional six-months (6) to September 2024.

The note was not formally extended on its maturity date, however, the lender has not given notice on default.

to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender

may convert the note into shares of common stock equal to the greater of $ 3.08 and the lower of the average VWAP over the ten (10) preceding

trading days;

or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 1.75 .

Additionally,

if the Company raises $ 10,000,000 or more, then Note #3 will be repaid.

If the Company raises $ 15,000,000 or more, then both Notes #2

and #3 will be repaid.

Company has determined that in the event of default, the note at that time may be treated as a derivative liability subject to financial

reporting at fair value and related mark to market adjustments in subsequent reporting periods.

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),

all of the notes with this lender will be considered in default.

May 9, 2024 loan date extension below.

lender is considered a related party since it has a greater than 5 % controlling interest in the Company’s outstanding common stock.

discussion regarding debt conversion below on August 16, 2024.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

#3 – Note Payable – Related Party - Material Stockholder greater than 5%

October 2023, the Company executed a three-month (3) note payable with a face amount of $ 320,000 , less an original issue discount of

$ 48,000 , resulting in net proceeds of $ 272,000 .

connection with obtaining this note, the Company was required to issue 104,000 shares of common stock to the lender having a fair value

of $ 539,760 , based upon the quoted closing trading price ($ 5.19 /share).

However, the issuance of these shares would result in the lender

having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

These shares are classified as common stock issuable

in the accompanying consolidated balance sheets.

future issuance of these shares resulted in an additional debt issue cost.

In total, the Company recorded debt discounts/issuance costs

of $ 320,000 which is being amortized over the life of the note to interest expense.

The aggregate discounts calculated above exceeded

the face amount of the note and therefore were limited to the face amount of the note totaling $ 320,000 .

to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender

may convert the note into shares of common stock equal to the greater of $ 3.08 and the lower of the average VWAP over the ten (10) preceding

trading days;

or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 1.75 .

Additionally,

if the Company raises $ 10,000,000 or more, then Note #3 will be repaid.

If the Company raises $ 15,000,000 or more, then both Notes #2

and #3 will be repaid.

Company has determined that in the event of default, the note at that time may be treated as a derivative liability subject to financial

reporting at fair value and related mark to market adjustments in subsequent reporting periods.

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),

all of the notes with this lender will be considered in default.

May 9, 2024 loan date extension below.

lender is considered a related party since it has a greater than 5 % controlling interest in the Company’s outstanding common stock.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

January 2024, with respect to Notes #2 and #3 discussed above, as a result of extending the note maturity dates as amended to April 19,

2024, the Company was required to issue 72,000 shares of common stock.

However, the issuance of these shares would result in the lender

having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

Company determined the fair value of these shares was $ 270,000 ($ 3.75 /share), based upon the quoted closing trading price, and recorded

additional interest expense during the year ended December 31, 2024.

discussion regarding debt conversion below on August 16, 2024.

of Notes #1, #2 and #3

May 9, 2024, with respect to Notes #1, #2 and #3 discussed above, as a result of extending the note maturity dates as amended to July

17, 2024, the Company was required to issue 66,000 shares of common stock.

However, the issuance of these shares would result in the

lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

Company determined the fair value of these shares was $ 407,550 ($ 6.18 /share), based upon the quoted closing trading price, and recorded

additional interest expense during the year ended December 31, 2024.

Conversion to Series A Preferred Stock

August 16, 2024, the Company converted all outstanding principal ($ 2,420,000 ) and accrued interest ($ 0 ) into 363,000 share of Series

A, Preferred Stock, $ 10 /share stated value.

At the time of conversion, the lender executed a 150 % penalty interest feature.

the Company increased its interest expense and related debt by $ 1,210,000 for a total of $ 3,630,000 of debt that was converted.

result of the debt conversion, the balance due to this lender was $ 0 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

fair value of the Series A, preferred stock and related loss on debt extinguishment at the conversion date was based on the as-converted

basis, calculated as follows:

of Debt Extinguishment

Market price per share of common stock - on date of issuance

Discount to market price on date of issuance

Conversion price per share

Series A, preferred stock - stated value per share

Conversion price per share

Number of shares of common stock - for each share of Series A, preferred stock held

Series A, preferred shares issued

Number of shares of common stock - for each share of Series A, preferred stock held

Equivalent common shares

Market price per share of common stock - on date of issuance

As converted valuation of Series A, preferred stock

Debt converted in exchange for Series A, preferred stock

Loss on debt extinguishment - related party

Note 8 regarding features of this class of securities.

Stock Issuable – Notes #1, #2 and #3

connection with the conversion of these notes on August 16, 2024, 242,000 shares of common stock previously issuable were issued.

net effect on stockholders equity was $ 0 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

#4 - #44 - Notes Payable – Related Party - Material Stockholder greater than 20%

Company has entered into multiple short-term notes payable agreements (one year or less) with a related party controlled by Michael Farkas,

a greater than 20 % stockholder.

Ended December 31, 2024

2024, the Company executed several two-month notes payable with an aggregate face amount of $ 5,711,500 , issued at a discount of $ 466,500 ,

resulting in net proceeds of $ 5,245,000 .

part of securing these notes, the Company issued 425,978 shares of common stock to the lender, valued at $ 2,020,387 , based on the quoted

closing trading price ($ 2.81 - $ 7.10 per share).

total, the Company recorded debt discounts and issuance costs of $ 2,486,887 , which are amortized over the life of the notes as interest

Conversion and Maturity Details

Notes totaling $ 3,630,000 were originally due two months from their issuance date but were subject to automatic two-month

renewals if unpaid or unconverted.

These notes were never in default and were subsequently converted into common stock on August

As of December 31, 2024, the remaining notes totaled $ 2,081,500 and mature one year from their issuance date.

bear interest at 8 %.

and Default Provisions for Converted Notes

to conversion, these notes ($ 3,630,000 ) bore interest at 8 % for the first nine months, then 18 % per month thereafter if still outstanding.

lender was required to issue a written notice of default in the event of non-compliance.

If a default had occurred, the following provisions

would have applied:

Interest & Acceleration:

All outstanding principal and accrued interest would be multiplied by 150% and become immediately due.

Repayment Trigger:

If the Company had raised $ 3,000,000 (debt or equity) before conversion, the entire outstanding balance would

have become immediately due.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Rights Upon Default:

The lender had the right to convert any or all of the outstanding principal and accrued interest into common

stock at the greater of:

10-day VWAP closing price preceding the conversion date.

per share (the floor price).

of Derivative Liability Under ASC 815

Company assessed whether derivative accounting was required for these conversion features.

In connection with the August 16, 2024 debt

conversion the Company evaluated whether any of the debt conversion features required derivative liability accounting under ASC 815-40,

“Contracts in Entity’s Own Equity.”

lender had the right to convert debt into common stock at the greater of:

10-day VWAP closing price preceding the conversion date.

floor price of $ 1.75 per share.

the conversion date, the Company’s stock price was $ 2.76 per share, which was above the $ 1.75 floor price.

the conversion occurred outside an event of default, and the lender was required to convert at the higher market price ($ 2.76 ), not

the floor price ($ 1.75 ), the conversion feature did not meet the criteria for liability classification under ASC 815-40-25.

Company concluded that the conversion feature was indexed to its own stock, did not expose the Company to variable pricing risk,

and did not contain features requiring derivative liability classification.

no derivative liability was recorded in connection with these debt conversions.

- Fair Value Accounting for Debt Conversions – Related Parties – Notes #1 - #39

Company evaluated the fair value accounting treatment for the August 16, 2024, debt conversion in accordance with ASC 470-50, “Debt

– Modification and Extinguishment”, and ASC 815, “Derivatives and Hedging”.

conversion, the outstanding principal and accrued interest of the notes payable (#4 - #39) were exchanged for 3,525,341 shares of common

stock, with a fair value of $ 2.76 per share.

Since the fair value of the equity closely approximated the carrying amount of the converted

debt ($ 9,796,696 ), no gain or loss on debt extinguishment was recognized.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

total debt converted for all related party notes is summarized from above as follows:

of Total Debt Converted for all Related Party Notes

Notes #4 - 39

Notes payable

Accrued interest payable

Total debt prior to 150% default penalty

150% default penalty

Total debt converted to equity

connection with the debt conversion of notes #1 - #3, the Company issued 363,000 shares of Series A, Convertible preferred stock.

connection with the debt conversion of notes #4 - #39, the Company issued 3,525,341 shares of common stock.

Note 8 for details on the features of this class of securities issued in the conversion.

Ended December 31, 2023

the year ended December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 2,585,000 ,

less original issue discounts of $ 235,000 , resulting in net proceeds of $ 2,350,000 .

notes are initially due two-months (2) from their issuance dates.

If the notes reach maturity and are still outstanding, the notes and

related accrued interest will automatically renew for successive two-month (2) periods.

notes bear interest at 8 % for the 1 st nine-months (9), then 18 % each month thereafter.

lender is required to issue in writing any event of default.

If an event of default occurs, all outstanding principal and accrued interest

will be multiplied by 150% and become immediately due.

Additionally, if the Company raises $ 3,000,000 (debt or equity based), the entire

outstanding principal and accrued interest are immediately due.

in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common

stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 1.75

(the floor price).

In the event such a conversion were to occur, which can only happen by default, the Company would evaluate the potential

for recording derivative liabilities.

December 31, 2023, the Company was not in default on any of these notes and believed it was in compliance with all terms and conditions

of the notes.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

lender is considered a related party as it is controlled by Michael Farkas, who is a greater than 20 % stockholder in the Company.

Payable - Other

Ended December 31, 2023

2023, an entity controlled by this majority stockholder (approximately 20 % common stock ownership at that time) advanced unsecured working

capital funds (net proceeds after original issue discount of $ 12,500 was $ 250,000 ) to the Company.

In 2023, the note principal of $ 262,500

along with accrued interest of $ 13,125 , aggregating $ 275,625 was repaid.

Payable (non-vehicles)

following is a detail of the Company’s notes payable (non-vehicles) at December 31, 2024 and 2023, respectively:

of Notes Payable

Balance - December 31, 2022

Face amount of note

Debt discount

Amortization of debt discount

Balance - December 31, 2023

Face amount of note

Debt discount

October 3, 2026

October 22, 2025

October 22, 2026

November 13, 2025

November 13, 2026

Schedule of Notes Payable

Amortization of debt

Conversion to common

Year Ended December 31, 2025

Amortization of debt

Conversion to common

$ ( 138,835 )

Amortization of debt discount

Balance - September 30, 2024

following represents the details of the notes summarized in the table above.

April 2023, the Company executed a note payable with a face amount of $ 275,250 .

Under the terms of the agreement, the lender will withhold

8.9 % of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has

repaid the $ 275,250 (interest is $ 25,250 ).

The $ 25,250 is considered a debt issuance cost and is being amortized over the life of the

note to interest expense in the accompanying consolidated statements of operations.

The Company received net proceeds of $ 250,000 .

note was unsecured.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

April 2024, the Company executed a note payable with a face amount of $ 277,500 .

Under the terms of the agreement, the lender will withhold

8.1 % of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has

repaid the $ 277,500 (interest is $ 27,500 ).

The $ 27,500 is considered a debt issuance cost and will be amortized over the life of the

note to interest expense.

note represented the refinancing of the initial note from April 2023 (Loan #1).

Under the terms of the new agreement, the Company received

net proceeds of $ 192,131 , which is a result of the repayment of the outstanding balance of $ 57,869 on the date of refinancing (gross

amount of note exclusive of interest was $ 250,000 ).

the date of refinancing, all previous outstanding unamortized debt discount associated with the initial advance (Loan #1) was expensed.

note is unsecured.

( 2,500,000 )

( 1,320,000 )

( 3,070,930 )

( 1,320,000 )

( 2,075,000 )

( 1,750,000 )

( 1,000,000 )

( 2,500,000 )

( 1,200,000 )

( 1,075,000 )

( 1,369,078 )

( 2,950,000 )

( 1,475,000 )

( 1,264,417 )

( 2,749,800 )

$ ( 6,926,620 )

$ ( 12,288,800 )

$ ( 23,845,991 )

Amortization of debt

Conversion to common

Year Ended December 31, 2024

Amortization of debt

Conversion to common

$ ( 141,961 )

( 2,236,500 )

( 1,824,375 )

( 1,491,000 )

( 1,824,375 )

( 2,420,000 )

( 3,700,000 )

$ ( 5,700,265 )

$ ( 2,420,000 )

$ ( 13,065,785 )

#1, #2, #6-#18, #20, and #30-31 represent merchant cash advance (“MCA”) agreements entered into by the Company.

arrangements, the Company receives a specified gross advance amount, net of origination fees, discounts, and other transaction costs,

in exchange for a fixed repayment obligation that typically exceeds the net funds received.

terms generally range from 21 to 78 weeks and are structured as daily or weekly fixed remittances.

The Company accounts for these arrangements

as debt in accordance with ASC 470, recognizing the full repayment obligation as a liability, with related issuance costs amortized over

the term of the loan.

manage liquidity and meet near-term obligations, the Company has, in several instances, refinanced existing MCA loans by entering into

new MCA agreements with the same or alternative lenders.

These refinancing arrangements often involve:

the proceeds of a new advance to pay off the remaining balance of a prior loan, including

any unpaid fees or penalties;

multiple MCA balances into a single new obligation;

● Structuring

overlapping repayment terms, which may temporarily reduce daily outflows but increase aggregate

repayment obligations.

refinancing may provide short-term liquidity relief, it often results in higher cumulative borrowing costs due to upfront fees and the

compounding effect of new obligations.

These refinancings are typically executed close to the maturity of the original MCA or earlier

if cash flow pressures arise.

Company utilizes MCA financing primarily to support working capital and general operations.

Given the short-term nature, fee structure,

and recurring refinancing activity, these MCA obligations are classified as short-term debt.

The Company continuously evaluates its funding

options to manage cash flow and covenant compliance under these agreements.

November 2024, the Company executed an asset purchase agreement with Yoshi, Inc.

In connection with this transaction, the Company acquired

various vehicles as part of a growth and expansion plan.

The Company has access to and utilizes these vehicles for mobile fueling as

part of its ongoing operations.

Since the transaction did not close until February 2025, the payments made/due as of December 31, 2024,

have been classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, this amount will be reclassified

to property and equipment.

part of the consideration due to the seller, the Company was required to pay $ 1,250,000 , plus an additional $ 250,000 , between six (6)

and nine (9) months from the transaction date.

In connection with this transaction, in February 2025,

the Company acquired various vehicles as part of a growth and expansion plan.

The Company has access to and utilizes these vehicles for

mobile fueling as part of its ongoing operations.

Since the transaction did not close until February 2025, the payments made/due as of

December 31, 2024, have been classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, $ 1,229,000 of

this amount was reclassified to vehicles, and the remaining value was expensed.

part of the consideration due to the seller, the Company was required to pay $ 1,250,000 , plus an additional $ 250,000 , between six and

nine months from the transaction date.

of December 31, 2024, the Company had paid $ 650,000 , however an additional $ 850,000 remained due and outstanding as a condition for closing

the asset purchase.

February 2025, an additional $ 600,000 was paid.

At the date of these consolidated financial statements, and pursuant to the repayment

terms, the balance of $ 250,000 remains and is due between May and August 2025.

loans are unsecured.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

the year ended December 31, 2025, the remaining balance was paid.

December 2024, the Company executed a two-month loan for $ 2,500,000 .

The Company was required to pay transaction fees of $ 440,000 .

The Company received the entire $ 2,500,000 as proceeds, rather than the transaction fees being netted from the closing.

The Company received the entire $ 2,500,000

as proceeds, rather than the transaction fees being netted from the closing.

These fees totaling $ 440,000

were recorded both as an original discount and accrued expenses.

In the event of default, this note will accrue interest at

In the event of default, the note would accrue interest at 21 %.

In February 2025, the Company obtained an additional 30-day extension, with a new maturity date occurring in March 2025, in exchange

for $ 200,000 .

This loan is unsecured.

December 2024, the Company executed a loan for $ 1,320,000 .

The Company was required to pay transaction fees of $ 350,035 (debt discount),

resulting in net proceeds of $ 969,965 .

The Company is required to make 24 weekly payments of $ 55,000 to repay this loan.

loan is unsecured.

December 2024, the Company executed a loan for $ 1,320,000 .

The Company was required to pay transaction fees of $ 350,000 (debt discount),

resulting in net proceeds of $ 970,000 .

The Company is required to make 24 weekly payments of $ 55,000 to repay this loan.

loan is unsecured.

December 2024, the Company executed a loan for $ 660,000 .

The Company was required to pay transaction fees of $ 175,000 (debt discount),

resulting in net proceeds of $ 485,000 .

The Company is required to make 24 weekly payments of $ 27,500 to repay this loan.

loan is unsecured.

Payable - Vehicles

following is a summary of the Company’s notes payable for its vehicles at December 31, 2024 and 2023, respectively:

of Notes Payable

The loan was repaid in March 2025.

In relation to this extension , the noteholder

was issued 41,437 shares of Common Stock at a fair value of $ 150,000 .

the years ended December 31, 2023 and 2024, the Company entered into and amended three unsecured promissory notes totaling $ 2,420,000

(see below for Notes #1, #2 and #3) with a former related party at the time of the transaction.

These notes were initially issued with

original issue discounts and additional common stock issuances classified as debt discounts totaling $ 1,361,400 .

Of the total debt discounts

recognized, $ 1,192,637 was amortized to interest expense in 2023, the remaining balance of $ 168,763 was amortized to interest expense

Issuance Terms

in April 2023 with a face value of $ 1,500,000 , net proceeds of $ 1,210,000 after $ 290,000 in discounts and transaction fees.

committed to issue 100,000 shares of common stock as additional interest, of which 40,000 were issued at inception ($ 256,000 ) and 60,000

if an extension would be needed.

The extension was granted in October 2023 and the Company recognized additional interest expense of

The Company recognized total debt discounts of $ 546,000 .

Upon amendment of terms, the Company evaluated the changes under ASC

470-50-40, Debt Modifications and Extinguishments , and determined the modification constituted a substantial change, resulting

in a loss on debt extinguishment of $ 291,000 .

Issued in September 2023 with a face value of $ 600,000 , net proceeds of $ 511,100 after $ 88,900 in cash discounts and fees.

also issued 60,000 shares of common stock ($ 406,500 ), resulting in total debt discounts and issuance costs of $ 495,400 amortized to interest

expense over the life of the note.

Issued in October 2023 with a face value of $ 320,000 and net proceeds of $ 272,000 after an original issue discount of $ 48,000 .

The Company agreed to issue 104,000 shares of common stock valued at $ 539,760 ;

however, due to the 9.99 % ownership blocker provision,

these shares were classified as common stock issuable in the consolidated balance sheets.

Total debt discount was limited to $ 320,000

in accordance with ASC 835-30-25-2 which limits discounts to the face amount of the instrument.

Amendment and Default Conversion Features

January 17, 2024, the Company and the lender executed a global amendment to the terms of Notes #1, #2, and #3:

● In the event of default, the lender may convert the unpaid principal into shares of the Company’s common stock at the greater of

(i) $ 3.08 and (ii) the lower of the 10-day average volume weighted average price or a floor price of $ 1.75 .

cross-default clause was included such that default on any of the three notes would constitute

a default across all related instruments.

Company evaluated the amended conversion feature and determined that in the event of default,

the instruments may contain an embedded derivative requiring bifurcation and fair value recognition

under ASC 815, Derivatives and Hedging .

The Company determined that there was no event

Given the floor price, the Company determined no derivative liability would exist,

and no derivative liabilities were required to be recorded.

Extension-Related

Stock Issuances

January 2024, the Company was obligated to issue 72,000 common shares (valued at $ 270,000 ,

$ 3.75 /share) as consideration for extending the maturities of Notes #2 and #3 to April 19,

May 9, 2024, the Company further extended all three notes to July 17, 2024, resulting in

an obligation to issue an additional 66,000 shares (valued at $ 407,550 , $ 6.18 /share).

total, the Company had an obligation to issue 138,000 shares of common stock with a fair

value of $ 677,500 .

to the 9.99 % equity cap, these shares were not immediately issued and were recognized as

additional interest expense.

to Series A Convertible Preferred Stock

August 16, 2024, the Company and the lender agreed to convert all remaining obligations under Notes #1, #2, and #3 into equity.

principal converted was $ 2,420,000 .

The lender exercised a 150 % penalty interest feature, increasing the total debt conversion amount

to $ 3,630,000 .

As a result, the Company issued 363,000 shares of Series A convertible preferred stock with a stated value of $ 10 per

The fair value of the preferred stock was determined based on its as-converted value into common stock as follows:

of Debt Extinguishment

Valuation inputs

Market price per share of common

stock - on date of issuance

Discount to market price on date of issuance

Conversion price per

Series A convertible preferred stock - stated

value per share

Conversion price per share

Number of shares of

common stock - for each share of Series A convertible preferred stock held

Series A preferred shares issued

Number of shares of common

stock - for each share of Series A convertible preferred stock held

Equivalent common shares

Market price per share

of common stock - on date of issuance

As converted valuation of Series A convertible

preferred stock

Debt converted in exchange for Series A

convertible preferred stock

Loss on debt extinguishment

- related party

Company accounted for the conversion as an extinguishment of debt under ASC 470-50, and the difference between the fair value of the

equity issued and the carrying amount of the debt was recorded as a loss on debt extinguishment.

Stock Issuable – 242,000 Shares

connection with the initial debt issuances and amendments discussed above, the Company had previously classified 242,000 common shares

as common stock issuable due to the 9.99 % ownership blocker.

Upon conversion of all outstanding debt on August 16, 2024, these shares

were formally issued to the lender.

Since the shares had already been reflected in equity, there was no incremental impact to stockholders’

deficit upon issuance.

October 2024, the Company entered into five unsecured, non-interest-bearing notes with an aggregate principal amount of $ 5,000,000 and

a contractual term of 18 months.

The notes were issued with an OID of $ 100,000 , resulting in net cash proceeds of $ 4,900,000 at inception.

the notes had a stated maturity in 2026 , the Company repaid the full $ 5,000,000 principal amount in February 2025, prior to maturity.

The remaining unamortized debt discount of $ 83,547 was amortized on an accelerated basis as interest expense through the repayment date.

January 2024, the Company acquired 100 % of the equity interests in STAT in exchange for $ 5,500,000 .

STAT has patented technology that

will be used in the Company’s expected future operations.

Prior to the acquisition, the operations of STAT were insignificant.

2023, the Company paid a deposit of $ 250,000 towards this acquisition.

In 2024, the Company paid an additional $ 1,550,000 for total cash

consideration paid of $ 1,800,000 at closing.

The balance of $ 3,700,000 was financed through a note payable.

This note bears interest

at 7 %, is unsecured was due in May 2024 (“initial maturity date”).

The Company also has the option to extend the due date

to July 2024 for no additional consideration or change in terms (See Note 10).

Subsequent to the initial maturity date, the lender has

agreed to extend the due date of the note multiple times, for payments of $ 130,000 , respectively.

Each of these payments was recorded

as interest expense.

October 2024, without any additional extension payments required, the Company repaid the note plus accrued interest totaling $ 3,826,112 .

An additional $ 59,800 of accrued interest was forgiven by the lender and recorded as other income in the accompanying consolidated statements

of operations during the year ended December 31, 2024.

December 2024, the Company executed a loan for $ 5,000,100 with Cohen Global Energy, LLC.

Cohen Global Energy is an unrelated third party

that holds 50 % of Next/Ingle Holdings, LLC.

The Company owns the other 50 % of Next/Ingle Holdings, LLC.

Notwithstanding the split of

ownership, the Company retains unilateral governing control over the entity, as outlined in the executed operating agreement.

Holdings LLC is a controlled holding company which has been consolidated into the Company, and shows a non-controlling interest for the

50 % not owned.

The loan was due March 31, 2025.

On June 26, 2025 , the note was extended

until September 1, 2025.

On September 1, 2025 the note was extended until October 1, 2025.

On October 1, 2025, the note was extended to

November 1, 2025.

The Company is currently negotiating an additional extension of the due date, and as of the date of this filing the note is in default.

This note held no issuance discount or

interest rate.

Imputed interest was assessed on the note for $ 5,000,100 as of December 31, 2025.

July 2025, the Company entered into an unsecured note bearing interest at a rate of 18 %

per annum with a principal amount of $ 2,000,000

and a contractual term of 12

The note was issued with an OID of $ 100,000 ,

resulting in net cash proceeds of $ 1,900,000

at inception.

The Company also issued 126,373

shares of common stock with the note, and the Company accounted for the issuance of the shares and the note using the relative fair

value method.

The total relative fair value was allocated as follows:

to the debt instrument ( 90 %)

and $ 207,295

to the shares of stock ( 10 %),

resulting in the recording of an additional $ 207,295

in debt discount.

Additionally, $ 360,000 in interest was conver ted

into Common Stock at a price per share of $ 1.82 in July of 2025.

Company is required to make monthly payments in the amount of $ 100,000 .

During the year ended December 31, 2025, the Company

made repayments of $ 250,000 and amortized $ 68,194 in debt discount.

September 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount

of $ 2,950,000 , The note was issued at an 18 % original issue discount, resulting in gross proceeds of $ 2,500,000 .

note bears no stated interest and matures 12 months from issuance.

It is convertible into shares of the Company’s common stock

at a fixed conversion price of $ 1.54 per share.

The noteholder was also issued a warrant to purchase 750,000 shares of common stock at

an exercise price of $ 5.00 per share.

The Company accounted for the issuance of the warrants and the note using the relative fair value

The total relative fair value was allocated as follows:

$ 2,030,922 to the debt instrument ( 69 %) and $ 919,078 to the warrants

( 31 %), resulting in the recording of an additional $ 919,078 in debt discount.

of December 31, 2025, the noteholder converted the entire note balance of $ 2,950,000 at a price of $ 1.54

per share, and the Company amortized $ 1,369,078

in debt discount.

As of December 31, 2025, imputed interest

was assessed for this note at a value of $ 28,625 .

conjunction with Loan #33, the Company issued a note in the principal amount of $ 295,000 and warrants to purchase 75,000 shares of common

stock at an exercise price of $ 5.000 as a due diligence fee.

The note bears no stated interest and matures 12 months from issuance.

is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.54 per share.

The Company accounted

for the issuance of the warrants and the note using the relative fair value method.

The total relative fair value was allocated as follows:

$ 203,092 to the debt instrument ( 69 %) and $ 91,908 to the warrants ( 31 %), resulting in the recording of $ 91,908 in debt discount.

During the year ended December 31, 202 5,

the noteholder converted the full balance of $295,000 into 191,559 shares of common stock, and the Company amortized $ 91,908

in debt discount.

As of December 31, 2025, imputed interest

was assessed for this note at a value of $ 2,308 .

October 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount

of $ 1,475,000 , The note was issued at an 18 % original issue discount, resulting in gross proceeds of $ 1,250,000 .

note bears no stated interest and matures 12 months from issuance.

It is convertible into shares of the Company’s common stock

at a fixed conversion price of $ 1.91 per share.

The noteholder was also issued a warrant to purchase 375,000 shares of common stock at

an exercise price of $ 5.00 per share.

The Company accounted for the issuance of the warrants and the note using the relative fair value

The total relative fair value was allocated as follows:

$ 1,071,736 to the debt instrument ( 73 %) and $ 403,264 to the warrants

( 27 %), resulting in the recording of an additional $ 403,264 in debt discount.

the year ended December 31, 2025, the noteholder converted the full balance of the note into common stock and amortized $ 628,264

in debt discount.

See Note 8 for further detail on shares issued

for the conversion of notes.

As of December 31, 2025, imputed interest

was assessed for this note at a value of $ 21,700 .

October 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount

of $ 1,475,000 , The note was issued at an 18 % original issue discount, resulting in gross proceeds of $ 1,250,000 .

note bears no stated interest and matures 12 months from issuance.

It is convertible into shares of the Company’s common stock

at a fixed conversion price of $ 1.82 per share.

The noteholder was also issued a warrant to purchase 375,000 shares of common stock at

an exercise price of $ 5.00 per share.

The Company accounted for the issuance of the warrants and the note using the relative fair value

The total relative fair value was allocated as follows:

$ 1,106,484 to the debt instrument ( 75 %) and $ 368,516 to the warrants

( 25 %), resulting in the recording of an additional $ 368,516 in debt discount.

the year ended December 31, 2025, the noteholder converted the full balance of the note into common stock and amortized $ 593,516 in debt discount.

As of December 31, 2025, imputed interest

was assessed for this note at a value of $ 23,085 .

November 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount

of $ 2,950,000 , The note was issued at an 18 % original issue discount, resulting in gross proceeds of $ 2,500,000 .

note bears no stated interest and matures 12

months from issuance.

It is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.69

The noteholder was also issued a warrant to purchase 750,000

shares of common stock at an exercise price of $ 5.00

The Company accounted for the issuance of the warrants and the note using the relative fair value method.

relative fair value was allocated as follows:

to the debt instrument ( 72 %)

and $ 814,417

to the warrants ( 28 %),

resulting in the recording of an additional $ 814,417

in debt discount.

See Note 8 for further detail on shares issued for the conversion of notes.

As of December 31, 2025, the noteholder converted $ 2,749,800 of the note into common stock and amortized $ 1,264,417 in debt discount.

As of December 31, 2025, imputed interest

was assessed for this note at a value of $ 40,629 .

conjunction with Loan #35, the Company issued a note in the principal amount of $ 147,500 and warrants to purchase 37,500 shares of common

stock at an exercise price of $ 5.00 as a due diligence fee.

The note bears no stated interest and matures 12 months from issuance.

is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.91 per share.

The Company accounted

for the issuance of the warrants and the note using the relative fair value method.

The total relative fair value was allocated as follows:

$ 107,174 to the debt instrument ( 73 %) and $ 40,326 to the warrants ( 27 %), resulting in the recording of $ 40,326 in debt discount.

of December 31, 2025, the noteholder converted the full balance of the note into common stock and amortized $ 40,326

in debt discount.

See Note 8 for further detail on shares issued

for the conversion of notes.

As of December 31, 2025, imputed interest

was assessed for this note at a value of $ 970 .

conjunction with Loan #36, the Company issued a note in the principal amount of $ 147,500 and warrants to purchase 37,500 shares of common

stock at an exercise price of $ 5.00 as a due diligence fee.

The note bears no stated interest and matures 12 months from issuance.

is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.82 per share.

The Company accounted

for the issuance of the warrants and the note using the relative fair value method.

The total relative fair value was allocated as follows:

$ 100,491 to the debt instrument ( 68 %) and $ 47,009 to the warrants ( 32 %), resulting in the recording of $ 47,009 in debt discount.

fourth quarter 2025, the noteholder converted the full balance of the note into common stock and amortized $ 47,009

in debt discount.

See Note 8 for further detail on shares issued for the conversion of notes.

conjunction with Loan #37, the Company issued a note in the principal amount of $ 295,000 and warrants to purchase 75,000 shares of common

stock at an exercise price of $ 5.00 as a due diligence fee.

The note bears no stated interest and matures 12 months from issuance.

is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.69 per share.

The Company accounted

for the issuance of the warrants and the note using the relative fair value method.

The total relative fair value was allocated as follows:

$ 213,558 to the debt instrument ( 72 %) and $ 81,442 to the warrants ( 28 %), resulting in the recording of $ 81,442 in debt discount.

of December 31, 2025, the noteholder converted $ 204,000

of the note into common stock and amortized $ 81,442

in debt discount.

See Note 8 for further detail on shares issued for the conversion of notes.

Payable – Vehicles (Loan # 29)

following is a summary of the Company’s notes payable for its vehicles at December 31, 2025 and December 31, 2024, respectively:

of Notes Payable - Vehicles

Balance - December 31, 2023

1 unchanged sentence

Balance - December 31, 2025

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

following is a detail of the Company’s notes payable for its vehicles at December 31, 2024 and 2023, respectively:

following is a detail of the Company’s notes payable for its vehicles at December 31, 2025 and December 31, 2024, respectively:

of Detailed Company’s Notes Payable

Notes Payable - Vehicles

Maturity Date

Payable - Vehicles

Interest Rate

Default Interest Rate

January 15, 2021

November 15, 2025

April 9, 2019

February 17, 2024

December 15, 2021

December 18, 2024

December 16, 2021

December 18, 2024

January 11, 2022

44 unchanged sentences

Long term portion

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

following represents future maturities of the Company’s various debt arrangements as follows:

of Maturities of Long Term Debt

For the Year Ended December 31,

Notes Payable

Payable - Related Party *

Vehicle Notes Payable

* In connection with

the common control merger with Next in February 2025, future filings will no longer report this amount in this table, as it will be eliminated

in consolidation.

above table does not include unamortized debt discounts associated with the net amounts reported on the accompanying consolidated balance

Ended December 31, 2023

2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement (the “Line

of Credit”) with City National Bank of Florida.

line of credit had an outstanding balance of $ 1,000,000 at December 31, 2022 and was repaid in 2023 for $ 1,008,813 (principal of $ 1,000,000

plus accrued interest of $ 8,813 ).

secure the repayment of the Credit Limit, the Bank had a first priority lien and continuing security interest in the securities held

in the Company’s investment portfolio with the Bank.

The Company liquidated its entire position in the investment portfolio in

connection with the repayment of the line of credit, no further advances had been made and the bank closed the line of credit.

Vehicle Notes

For the Year Ending December 31,

6 – Fair Value of Financial Instruments

2 unchanged sentences

This determination requires significant judgments to be made.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company did not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2024 and 2023, respectively.

Company did no t have any assets or liabilities measured at fair value on a recurring basis at December 31, 2025 and 2024, respectively.

7 – Commitments and Contingencies

21 unchanged sentences

IBR is based on market data, adjusted for credit risk and lease term.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Expedients and Lease Components

17 unchanged sentences

$ 735,197 (non-cash asset addition)

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

tables below present information regarding the Company’s operating lease assets and liabilities at December 31, 2025 and 2024,

respectively:

of Operating Lease Assets and Liabilities

Schedule of Operating Lease Assets and Liabilities

December 31, 2025

December 31, 2024

Operating lease - right-of-use asset - non-current

Operating lease - right-of-use asset

Operating lease liability

1 unchanged sentence

Weighted-average discount rate

components of lease expense were as follows:

of Components of Lease Expense

December 31, 2024

December 31, 2023

The components of lease expense were as follows:

Schedule of Components of Lease Expense

of right-of-use operating lease asset

liability expense in connection with obligation repayment

operating lease costs

Amortization of right-of-use operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

Supplemental cash flow information related to operating leases was as follows:

Operating cash outflows from operating lease (obligation payment)

Right-of-use asset obtained in exchange for new operating lease liability

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

cash flow information related to operating leases was as follows:

cash outflows from operating lease (obligation payment)

asset obtained in exchange for new operating lease liability

minimum lease payments under non-cancellable leases for the years ended December 31, were as follows:

of Future Minimum Payments Under Non-Cancellable Leases

Schedule of Future Minimum Payments Under Non-Cancellable Leases

Total undiscounted cash flows

5 unchanged sentences

August 1, 2023, the Company entered into a 48-month lease agreement for 1,200 square feet of office space owned by the Company’s

Chief Technology Officer (CTO).

former Chief Technology Officer (CTO).

Monthly Payment:

14 unchanged sentences

asset addition.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

tables below present information regarding the Company’s operating lease assets and liabilities at December 31, 2024 and 2023,

respectively:

of Operating Lease Assets and Liabilities

December 31, 2024

December 31, 2023

Operating lease - right-of-use asset - non-current

Operating lease liability

Weighted-average remaining lease term (years)

Weighted-average discount rate

components of lease expense were as follows:

of Components of Lease Expense

December 31, 2024

December 31, 2023

Operating lease costs

Amortization of right-of-use operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

Supplemental cash flow information related to operating leases was as follows:

Operating cash outflows from operating lease (obligation payment)

Right-of-use asset obtained in exchange for new operating lease liability

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

minimum lease payments under non-cancellable leases for the years ended December 31, were as follows:

of Future Minimum Payments Under Non-Cancellable Leases

of Future Minimum Lease Payments Under Non-Cancellable Lease

Total undiscounted cash flows

3 unchanged sentences

Long-term operating lease liability

Note 10 for termination of lease and execution of new lease.

Leases – Sale-Leaseback

2025, the Company entered into a sale-leaseback arrangement with Equify Financial, LLC pursuant to Master Lease Agreement No.

dated May 29, 2025.

Under the arrangement, the Company sold a fleet of fuel delivery trucks previously owned by the Company to Equify

Titling Trust LTD and simultaneously leased the trucks back from Equify Financial, LLC under four equipment lease schedules executed

between May and October 2025.

The aggregate sale price across all four tranches was approximately $ 3,941,280 .

Each lease schedule is

structured as a Terminal Rental Adjustment Clause (TRAC) lease and has been classified as a finance lease under ASC 842, resulting in

the transaction being accounted for as a failed sale-leaseback.

Accordingly, the trucks remain on the Company’s balance sheet and the

sale proceeds are reflected as a financing obligation.

lease schedule carries a 36-month non-cancellable term, with monthly payments ranging from $ 25,515 to $ 35,685 .

The Company’s payment

obligations are absolute and unconditional, with no right of setoff, abatement, or early termination.

At the expiration of each lease

term, the Company has the option to purchase the equipment at the TRAC Amount, which represents the parties’ agreed estimate of fair

market value at end of term, or to return the equipment, in which case a rent adjustment is made based on the difference between realized

sale proceeds and the TRAC Amount.

The leases are governed by the laws of the State of Texas.

right-of-use assets associated with these finance leases are included within transportation equipment on the balance sheet and are depreciated

on a straight-line basis over a five-year useful life from each respective commencement date.

Interest on the finance lease obligations

is recognized using the effective interest method at the rate implicit in each lease.

following table summarizes the key terms of each finance lease schedule as of December 31, 2025:

Finance Lease

Commencement Date

Financed Cost

Monthly Payment

TRAC Residual

Remaining Term

August 4, 2025

August 29, 2025

October 13, 2025

the year ended December 31, 2025, the Company recognized depreciation expense of approximately $ 531,726 and interest expense of approximately

$ 259,618 related to these finance lease obligations.

As of December 31, 2025, the aggregate finance lease liability is $ 3,577,478 , presented

within long-term notes payable on the balance sheet.

Ended December 31, 2024

4 unchanged sentences

expensed as earned.

more information on these agreements see related Form 8K’s filed on:

10, 2023 (Non-Independent Director),

19, 2023 (Chief Technology Officer) (“CTO”);

24, 2023 (Interim Chief Executive Officer) (“ICEO”)

Non-Independent

February 2023, the Company’s non-independent director received 4,167 shares of common stock, having a fair value of $ 40,000 , based

upon the quoted closing price ($ 9.60 /share).

This expense was recorded as a component of general and administrative expenses for the

year ended December 31, 2023.

Technology Officer

1 unchanged sentence

These shares had a fair value of $ 832,000 on the grant date based upon the quoted closing trading price ($ 6.40 /share).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

the year ended December 31, 2023, the CTO vested in 104,000 shares of common stock, having a fair value of $ 665,600 .

4 unchanged sentences

expense recorded during the year ended December 31, 2024 for the CTO was $ 34,666 .

Total expense recorded during the year ended December 31, 2025 for the CTO was $ 34,666 .

expense was recorded as a component of general and administrative expenses for the years ended December 31, 2025 and 2024, respectively.

Company has filed several Form 8K’s during July and August 2023 as well as February 2025, related to the hiring and termination

of various officers, directors and board members.

Directors (New Board Members)

2023, the Company granted various board directors an aggregate of 88,336 shares of common stock having a fair value of $ 455,000 on the

grant date based upon the quoted closing trading price ($ 4.95 - $ 5.53 /share).

All shares vested in June 2024 coinciding with the Company’s

annual meeting.

Company recognized an expense of $ 238,334 related to the vesting of these shares over the term in which services were provided.

2024, the Company granted various board directors an aggregate of 136,484 shares of common stock having a fair value of $ 520,000 on the

grant date based upon the quoted closing trading price ($ 3.81 /share).

All shares vested on December 31, 2024.

The Board of Directors

had its annual meeting on January 16, 2025 to approve these issuances as well as establish pricing for these awards.

Directors (Former Board Members)

Company recognized an expense of $ 207,083 related to the vesting of shares over the term in which services were being provided in 2023

(through June 2023 prior to termination, these awards had been fully vested).

Ended December 31, 2024

connection with the employment agreements noted above, the Company recorded stock based compensation of $ 286,000 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

2025, the Company granted certain members of the board of directors an aggregate of 450,000

shares of common stock having a fair value of $ 1,156,500

on the grant date based upon the quoted closing trading price

($ 2.57 /share).

Additionally, the Company booked a liability for stock

payable to board members for $ 520,000 .

Contingencies

– Legal Matters

Company is subject to litigation claims arising in the ordinary course of business.

The Company records litigation accruals for legal

matters which are both probable and estimable and for related legal costs as incurred.

The Company does not reduce these liabilities

for potential insurance or third-party recoveries.

of December 31, 2024 and 2023, respectively, the Company is not aware of any litigation, pending litigation, or other transactions that

require accrual or disclosure.

HOLDINGS, LLC, a Delaware limited liability company, and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC, a Delaware limited liability company

GSPP HOLDCO III, LLC, a New York limited liability company and GREEN STREET POWER PARTNERS, LLC, a New York limited liability company,

currently pending in the United States District Court Southern District of New York, Case No.

litigation was filed by the Company’s subsidiary NEXT/INGLE HOLDINGS, LLC (“Next/Ingle”)and NEXT NRG OPS, LLC, f/k/a

NEXTNRG, LLC (together with Next/Ingle, the “Next Plaintiffs”), alleging that the Next Plaintiffs purchased 100% of a project

company from Green Street Power Partners, LLC (“GSPP”) and its affiliate for approximately $4.1 million to acquire the development

rights for a solar and battery energy storage project located in Ingle, Florida.

The transaction was premised on the understanding that

the project would support a viable power purchase agreement with JEA, the community-owned electric utility serving Jacksonville, Florida

(“JEA”), at a rate of approximately $49/MW, and that the project could connect to JEA’s infrastructure through existing

easements for a “gen-tie” line.

The Next Plaintiffs allege that defendants made and repeated these representations in the

parties’ Letter of Intent (“LOI”) and Membership Interest Purchase Agreement (“MIPA”), while contractually

restricting the Next Plaintiffs from contacting JEA directly and agreeing to keep the Next Plaintiffs updated regarding communications

The Next Plaintiffs further allege that defendants failed to disclose that, prior to closing, JEA had informed defendants that

the proposed $49/MW pricing would not be acceptable, that JEA would not permit the project to utilize its easements for the proposed

gen-tie line, and that new resource planning was underway, all of which allegedly undermined the feasibility and value of the project.

According to the Next Plaintiffs, these facts were discovered only after closing when the Next Plaintiffs contacted JEA directly.

Next Plaintiffs thereafter demanded indemnification and reimbursement, which defendants allegedly refused, and the Next Plaintiffs commenced

this action asserting claims for breach of the LOI, breach of the MIPA, fraud in the inducement, breach of the implied covenant of good

faith and fair dealing, negligent misrepresentation, unjust enrichment, breach of fiduciary duty, and rescission, seeking damages including

the return of the approximately $4.1 million paid, together with attorneys’ fees, interest, and punitive damages.

matter is currently in its early stages and the pleadings have not yet closed.

Defendants have filed a Motion to Dismiss, which has been

fully briefed and is scheduled for oral argument on April 9, 2026[PW1] .

The Next Plaintiffs intend to vigorously prosecute the action

and will also consider a negotiated resolution to the extent any settlement reasonably compensates the Next Plaintiffs for the losses

alleged to have been caused by defendants’ conduct.

In the Complaint, the Next Plaintiffs seek damages of approximately $4.1 million,

although the amount of damages claimed may fluctuate depending upon the evidence developed during discovery and any expert analysis relating

Discovery has not yet commenced, and expert analysis concerning the nature and extent of the damages alleged in the Complaint

has not yet been undertaken.

Any estimate of potential damages will be further developed during the discovery process and with the assistance

of qualified experts.

GLOBAL ENERGY LLC, a Delaware limited liability company v.

NEXT/INGLE HOLDINGS LLC, Delaware limited liability company, and MICHAEL D.

FARKAS, individually, currently pending in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case

Number 2025-024817-CA-01

litigation alleges that on December 16, 2024, Next/Ingle executed a $ 5,000,000 promissory note in favor of the plaintiff lender, with

repayment due by March 31, 2025 or upon receipt of project financing, and the borrower’s obligations were personally guaranteed

by the guarantor, the Company’s CEO Michael D.

Farkas, under an unconditional guaranty.

Plaintiff filed suit asserting claims for

breach of the promissory note against the borrower and breach of the guaranty against the guarantor.

This matter is currently in its

early stages.

Next/Ingle has filed an Answer and Affirmative Defenses, and the pleadings are now closed.

Among other defenses, Next/Ingle

asserts that the loan underlying the action may be invalid due to alleged criminal usury.

The parties have also begun engaging in informal

settlement discussions.

Next/Ingle intends to vigorously pursue its asserted defenses and any potential recovery arising therefrom, but

it remains too early in the proceedings to meaningfully evaluate the ultimate outcome of the matter.

Discovery has not yet commenced

and expert analysis concerning the nature and extent of any potential damages has not yet been undertaken.

Accordingly, any estimate

of potential damages or exposure may fluctuate depending upon the evidence developed during discovery and any expert analysis relating

In addition, from time to time, we may

become involved in various lawsuits and legal proceedings that arise in the ordinary course of business.

Litigation is subject to inherent

uncertainties, and adverse results in matters may arise from time to time that may harm our business.

As of the date of this Annual Report,

we believe that there are no other claims against us which we believe will result in a material adverse effect on our business or financial

8 – Stockholders’ Equity (Deficit)

13 unchanged sentences

None , unless declared by the Board of Directors

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Board of Directors has the authority to issue preferred stock in one or more series and determine the rights, privileges, and restrictions

2 unchanged sentences

August 16, 2024, the Company designated and issued Series A Convertible Preferred Stock as part of a debt-to-equity conversion.

513,000 ( none designated in 2023)

& Outstanding:

10 unchanged sentences

10% per year (2.5% per quarter), accrued and payable in common stock

○ Calculation:

issued × Stated value × Dividend percentage ÷ Fixed conversion price ($2.21/share)

1 unchanged sentence

Equal to the number of converted common shares

● Liquidation

Liability Assessment:

under ASC 815 (“Derivatives and Hedging”)

Series A Convertible Preferred Stock does not meet the definition of a derivative liability

since its conversion feature is fixed and does not require a variable number of settlement

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Series A Convertible Preferred Stock does not meet the definition of a derivative liability since its conversion feature is fixed

and does not require a variable number of settlement shares.

Preferred Stock – Series B

October 1, 2024, the Company designated and issued Series B Convertible Preferred Stock as part of a structured financing transaction.

150,000 ( none designated in 2023)

& Outstanding:

9 unchanged sentences

12% per year (3% per quarter), accrued and payable in common stock

○ Calculation:

issued × Stated value × Dividend percentage ÷ Fixed conversion price ($1.93/share)

1 unchanged sentence

Equal to the number of converted common shares

● Liquidation

Liability Assessment:

under ASC 815

Series B Convertible Preferred Stock does not meet the definition of a derivative liability

due to its fixed conversion price.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Series B Convertible Preferred Stock does not meet the definition of a derivative liability due to its fixed conversion price.

& Outstanding:

5 unchanged sentences

following table summarizes the various classes of equity the Company is authorized to issue at December 31, 2025.

of Various Classes of Equity

and Outstanding/

common shares for each

preferred share (fixed)

Summary of Various Classes of Equity

Issued and Outstanding/

Preferred Stock

Series A, Preferred

53 common shares for each preferred share (fixed)

Equivalent to as converted shares

10% annually paid in common stock

Series B, Preferred

53 common shares for each preferred share (fixed)

to as converted

Equivalent to as converted shares

12% annually paid in common stock

3 unchanged sentences

employees, directors, and consultants.

detailed information on the Company’s Stock Incentive Plans, refer to Schedule 14A Information Statements filed with the U.S.

and Exchange Commission (SEC).

issuances under these plans for the years ended December 31, 2025 and 2024 are disclosed in the consolidated financial statements.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Transactions for the Year Ended December 31, 2025

Issued for Cash and Warrants – Public Offering

February 18, 2025, the Company sold 5,000,000 shares of common stock for gross proceeds of $ 15,000,000 ($ 3 /share).

In connection with

this offering, the Company paid direct offering costs of $ 1,538,914 , resulting in net proceeds of $ 13,461,086 .

proceeds from the offering are expected to be used for:

Expanding operations and infrastructure;

Repaying outstanding debt;

Funding general corporate purposes, including working capital requirements

Additionally,

the Company granted the underwriter the option to purchase up to 750,000 additional over-allotment shares of common stock at $ 3 /share,

for a period of 45 days (through March 3, 2025).

In connection with this option, the Company issued an additional 75,378 shares of common

stock for gross proceeds of $ 226,134 ($ 3 /share).

In connection with this offering, the Company paid direct offering costs of $ 18,091 ,

resulting in net proceeds of $ 208,043 .

underwriter was also issued 250,000 warrants for services rendered in connection with the offering, which will be accounted for as a

direct offering cost.

These warrants are exercisable at $ 3.75 /share.

These warrants are exercisable beginning 6 months after the grant

date and for an additional 4.5 years through February 13, 2030.

Issued for Services

the year ended December 31, 2025, the Company issued 17,970,160

shares of common stock to consultants for services rendered, having a fair value of $ 42,589,563

- $ 3.21 /share),

based upon the quoted closing trading price.

Issued as Loan Extension Fee

connection with the extension of loan #5, the Company was required to pay a fee of $ 150,000 in common stock.

The Company issued 41,437

shares of common stock ($ 3.62 /share) and recorded additional interest expense.

connection with the extension of loan #12, the Company was required to pay fees of 386,000 shares of common stock with a fair value of

$ 975,260 ($ 1.59 - $ 3.31 /share) based upon the quoted closing trading price and recorded as additional interest expense.

connection with the extension of loan #32, the Company was required to pay fees of 126,373 shares of common stock with a fair value of

$ 207,295 ( 1.64 /share) based upon the quoted closing trading price and recorded as additional interest expense.

The Company accounted

for the issuance of the warrants and the note using the relative fair value method.

The total relative fair value was allocated as follows:

$ 1,892,705 to the debt instrument ( 90 %) and $ 207,295 to the warrants ( 10 %).

The Company recorded a $ 207,295 debt discount to be amortized

over the life of the note.

Issued for Conversion of Accounts Payable

Company issued 22,013 shares with a fair value of $ 68,681 ($ 3.12 /share) to a vendor to settle accounts payable of $ 40,000 , resulting

in a loss on settlement of liabilities of $ 28,681 .

Issued for Conversion of Notes Payable

Company issued 256,667 shares of common stock to convert the remaining balance of $ 770,000 on loan #17 at a price per share of $ 3.00

or fair value of $ 770,000 .

Company issued 450,000 shares of common stock to convert the flat-rate interest owed of $ 1,350,000 on loans #30 and 31 at a price per

share of $ 3.00 , or fair value of $ 1,350,000 .

Company issued 1,081,395 shares of common stock to convert $ 2,075,000 of principle on Loan #9 at a price per share of $ 1.92 or fair value

of $ 2,075,000 .

Company issued 197,802 shares of common stock to convert $ 360,000 of principle in Loan #32 at a price per share of $ 1.82 or fair value

of $ 360,000 .

Company issued 6,863,305

shares of common stock to convert $ 8,649,800

of principle in Loans #33 and 35-37 ($ 0.92 -$ 1.91 per share).

Company issued 590,908 shares of common stock to convert $ 794,000 of principle in Loans #34 and 38-40 ($ 0.92 -$ 1.91 per share).

The Company issued

2,000,000 shares of its common stock to its Chief Executive Officer and Executive Chairman, Michael D.

Farkas, in connection with the

conversion of $ 2,080,000 in accrued interest on related party indebtedness.

The shares were issued at a conversion price of $ 1.04 per

Conversion – Related Party

September 18, 2025, the Company entered into a Stock Purchase Agreement with its Chief Executive Officer and Executive Chairman, Michael

Farkas, pursuant to which the Company agreed to issue 1,000,000

restricted shares of its common stock at a price of $ 1.67

per share in exchange for the conversion of $ 1,670,000

of outstanding related party indebtedness.

On December 2, 2025, the

Company issued 2,000,000 shares of its common stock to its Chief Executive Officer and Executive Chairman, Michael D.

Farkas, in connection

with the conversion of $ 2,080,000 in accrued interest on related party indebtedness.

The shares were issued at a conversion price of $ 1.04

B Convertible Preferred Stock – Distribution – Related Party

February 13, 2025, immediately prior to the consummation of the common control merger, the Company effectuated a non-cash distribution

of 1,400,000 shares of Series B convertible preferred stock to its Chief Executive Officer, a related party.

The transaction was executed

in fulfillment of a previously established arrangement between the CEO and NextNRG LLC, a wholly owned subsidiary of the Company and

former holder of the Series B convertible preferred stock.

Under this arrangement, the CEO had advanced personal funds to NextNRG LLC

to facilitate the original acquisition of the shares on behalf of the Company.

the transfer settled an internal capital funding obligation and involved no exchange of cash or services at the time of distribution,

the transaction was accounted for as a capital contribution by a related party in accordance with ASC 505-10, Equity – Overall ,

and ASC 850-10, Related Party Disclosures .

No gain or loss was recognized, and the Series B shares were recorded at par value,

with the offset credited to additional paid-in capital.

CEO meets the definition of a related party under ASC 850-10-20, which includes executive officers and entities under their control.

Furthermore, in accordance with SAB Topic 5.G and Regulation S-X Rule 4-08(k), the Company has disclosed this transaction due to the

material nature of the capital stock transfer and its occurrence with a related party.

distribution did not impact the determination of net income (loss) available to common stockholders and was excluded from the calculation

of earnings per share in accordance with ASC 260-10-45-59, as the issuance represented a capital transaction rather than an income or

expense-generating event.

During the year ended December 31, 2025, 83,000 shares of Series A Preferred Stock were converted into 375,566 shares

of common stock.

A and B Convertible Preferred Stock – Preferred Stock Dividends Payable in Common Stock

accordance with the terms of the Company’s Series A convertible preferred stock and the Series B convertible preferred stock, the

Company is required to accrue dividends on a quarterly basis.

Similar to the Series A and Series B convertible preferred stock, dividends

are accrued using a fixed conversion price.

There are no other provisions that could result in a variable number of shares required for

settlement in the future.

Additionally,

the Company has considered relevant accounting guidance, and has determined that there are no provisions related to its dividends that

would require derivative liability treatment.

December 31, 2025 and December 31, 2024, the Company had accrued dividends totaling $ 147,500 and $ 258,271 , respectively.

Company issued 93,576 shares of common stock to settle the outstanding dividends due and another 188,517 in newly-accrued dividends.

Transactions for the Years Ended December 31, 2024

20 unchanged sentences

related party holds a greater than 20 % ownership of the Company.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Stock Issued in Debt Conversion – Related party

29 unchanged sentences

would require derivative liability treatment.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company has calculated its dividends payable as follows:

of Dividends Payable

Series A - Convertible Preferred Stock

Series B - Convertible Preferred Stock

Total Dividends Payable

Schedule of Dividends Payable

Series A - Convertible

Series B - Convertible

Total Dividends

Preferred Stock

Shares issued and outstanding

9 unchanged sentences

Market price - at issuance date (fixed rate)

Market price - at issuance

date (fixed rate)

Fair value of dividends payable - at reporting date

Transactions for the Year Ended December 31, 2023

Issued for Cash

Company sold 3,357 shares of common stock for $ 25,308 ($ 7.65 – $ 8.83 /share) through at the market (“ATM”) sales via

a sales agent who was eligible for commissions of 3 % for any sales of common stock made.

The Company also paid $ 25,308 in related expenses

as direct offering costs in connection with the sale of these shares.

Issued for Services – Related Parties

Company issued an aggregate 268,986 shares of common stock to a Company officer as well various board members for services rendered,

having a fair value of $ 1,215,365 ($ 4.38 – $ 8.78 /share), based upon the quoted closing trading price.

The issuance of these shares

was pursuant to vesting.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Issued for Services

Company issued 40,000 shares of common stock to consultants for services rendered, having a fair value of $ 272,750 ($ 4.80 - $ 11.98 /share),

based upon the quoted closing trading price.

Issued for Debt Issuance Costs – Related Party (Common Stock Issuable)

Company issued 264,000 shares of common stock in connection with the issuance notes payable (See Note 5), having a fair value of $ 919,500

($ 5.18 - $ 6.78 /share), based upon the quoted closing trading price.

the total 264,000 shares issued, 104,000 shares remain unissued (common stock issuable) since the issuance of these shares would give

this lender greater than 9.99 % ownership of the Company, which is prohibited by agreement.

lender holds a greater than 5 % controlling interest in the Company and a significant lender.

Stock and Related Vesting

summary of the Company’s nonvested shares (due to service based restrictions) as of December 31, 2024 and 2023, is presented below:

summary of the Company’s non-vested shares (due to service time-based restrictions) as of December 31, 2025 and December 31, 2024,

is presented below:

Schedule of Company Nonvested Shares

6 unchanged sentences

Balance - December 31, 2025

Company has issued various equity grants to board directors, officers, consultants and employees.

Company has issued various equity grants to directors, officers, consultants and employees.

These grants typically contain a vesting

period of one to three years and require services to be performed in order to vest in the shares granted.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

period of one to three years and require services to be performed in order for the shares to vest.

Company determines the fair value of the equity grant on the issuance date based upon the quoted closing trading price.

1 unchanged sentence

are then recognized as compensation expense over the requisite service period and are recorded as a component of general and administrative

expenses in the accompanying consolidated statements of operations.

expenses in the accompanying unaudited consolidated statements of operations.

Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate.

1 unchanged sentence

compensation is reversed on the date of forfeiture, which is typically due to service termination.

December 31, 2024, unrecognized stock compensation expense related to restricted stock was $ 45,067 , which will be recognized over a weighted-average

period of 1.11 years

the years ended December 31, 2024 and 2023, the Company recognized compensation expense of $ 286,000 and $ 290,334 , related to the vesting

of these shares.

December 31, 2025, unrecognized stock compensation expense related to restricted stock was $ 429,298 , which will be recognized over a

weighted-average period of one year .

the year ended December 31, 2025, and 2024, the Company recognized compensation expenses of $ 1,471,611

and $ 286,000 ,

respectively, related to the vesting of these shares.

option transactions for the year ended December 31, 2025 is summarized as follows:

of Stock Option Activity

Stock Options

Schedule of Stock Option Activity

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life (in years)

Outstanding December 31, 2024

Vested and Exercisable - December 31, 2022

Unvested and non-exercisable - December 31, 2022

Cancelled/Forfeited

Forfeited/Cancelled

Outstanding December 31, 2025

Vested and Exercisable - December 31, 2023

Unvested and non-exercisable - December 31, 2023

Exercisable December 31, 2025

Ended December 31, 2025

Company granted 101,930 stock options, having a fair value of $ 73,920 .

the total, 21,930 were granted to our former Chief Executive Officer in lieu of accrued salary totaling $ 50,000 .

These options were fully

vested on the grant date.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

remaining 80,000 options were granted to consultants for a project that was cancelled in 2023.

As a result, the Company recorded a grant

date fair value of $ 23,920 .

All previously recorded stock based compensation ($ 7,973 ) was reversed in 2023.

There was a net effect of

$ 0 on the consolidated statements of operations for this grant.

Company granted 4,307,000

stock options, having a fair value of $ 6,084,120 .

That is expensed over the vesting period.

$ 3,539,822 of this expense was recognized during the year ended December

fair value of the stock options granted in 2025 were determined using the Black-Scholes Option pricing model with the following assumptions:

4 unchanged sentences

Risk free interest rate

2023, the Company determined that all outstanding options previously granted were held by former officers, directors and employees.

of these individuals had timely exercised their options post termination in an allowable time period, resulting in the cancellation and

forfeiture of any issued and outstanding amounts held.

activity for the years ended December 31, 2025 and 2024 are summarized as follows:

of Stock Warrant Activity

Outstanding - December 31, 2022

Vested and Exercisable - December 31, 2022

Unvested - December 31, 2022

Cancelled/Forfeited

Schedule of Stock Warrant Activity

Outstanding - December 31, 2024

3 unchanged sentences

Outstanding - December 31, 2025

Vested and Exercisable - December 31, 2024

Unvested and non-exercisable - December 31, 2024

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

9 – Asset Purchase Agreements

8 unchanged sentences

Cash - $ 1,250,000 ;

Stock – 201,613 shares of common stock;

having a fair value of $ 535,283 ($ 2.66 /share),

based upon the quoted closing price;

Common Stock – 201,613 shares of common stock;

having a fair value of $ 535,283 ($ 2.66 /share), based upon the quoted closing price;

Note Payable - $ 250,000

December 31, 2024, the Company had paid $ 650,000 .

At December 31, 2024, the Company had paid $ 650,000 .

The balance of $ 600,000 was paid in February 2025.

shares were issued as of December 31, 2024

December 31, 2024, the $ 250,000 had not yet been paid.

In February 2025, the balance was

All shares were issued as of December 31, 2024

At December 31, 2024, the $ 250,000 had not yet been paid.

In February 2025, the balance was paid.

2024, the Company executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell TapUp and d/b/a Instafuel

4 unchanged sentences

These vehicles have a useful life of five ( 5 ) years.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Assets – Operating Leases - Shell

2 unchanged sentences

Total payments over the remaining lease terms are approximately $ 814,000 .

10 – Common Control Merger

into Material Definitive Agreement Related Party – as Amended and Restated

August 10, 2023, the Company, the members (the “Members”) of NextNRG Holding Corp.

(“NextNRG”) and Michael Farkas,

an individual, as the representative of the members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant

to which the Company agreed to acquire from the Members 100 % of the membership interests of NextNRG (the “Membership Interests”)

in exchange for up to 40,000,00 shares of common stock.

September 25, 2024, the Company and the Shareholders’ Representative entered into the second amendment to the Second Amended and

Restated Exchange Agreement (“Second Amendment Agreement”) to change the number of the Company’s common stock shares

to be issued to the NextNRG Shareholders by the Company in exchange for 100 % of the shares of NextNRG to 100,000,000 shares of the Company’s

common stock.

Second Amendment Agreement also provides that in the event NextNRG completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”),

prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting

or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).

As noted above, NextNRG completed

the acquisition of SEI on January 19, 2024, and thus 50,000,000 will vested on the closing date, and 50,000,000 Restricted Shares will

be subject to vesting or forfeiture.

25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company commercially

deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically

defined under the Exchange Agreement) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either

reaching annual revenues exceeding $ 100 million, the Company completing projects with deployment costs greater than $ 100 million, or

the Company completing a capital raise greater than $ 25 million.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

10 – Intangible Assets

of Stat-EI, Inc.

(Business Combination)

January 2024, the Company acquired 100 % of the equity interests in STAT in exchange for $ 5,500,000 .

STAT has patented technology that

will be used in the Company’s expected future operations.

Prior to the acquisition, the operations of STAT were insignificant.

2023, the Company paid a deposit of $ 250,000 towards this acquisition.

In 2024, the Company paid an additional $ 1,550,000 for total cash

consideration paid of $ 1,800,000 at closing.

The balance of $ 3,700,000 was financed through a note payable.

This note bears interest

at 7 %, is unsecured was due in May 2024 (“initial maturity date”).

The Company also has the option to extend the due date

to July 2024 for no additional consideration or change in terms.

Subsequent to the initial maturity date, the lender has agreed to extend

the due date of the note multiple times, for payments of $ 130,000 , respectively.

Each of these payments was recorded as interest expense.

October 2024, without any additional extension payments required, the Company repaid the note plus accrued interest totaling $ 3,826,112 .

An additional $ 59,800 of accrued interest was forgiven by the lender and recorded as other income in the accompanying unaudited consolidated

statements of operations during the year ended December 31, 2024.

Company has accounted for this transaction as a business combination.

table below summarizes the estimated fair value of the assets acquired and liabilities assumed:

Schedule of Estimated Fair Value of Assets Acquired and Liabilities

Consideration

Fair value of consideration transferred

Recognized amounts of identifiable assets acquired and liabilities assumed:

License agreements

Trademarks/Tradenames

Total assets acquired

Total identifiable net assets

valuation of the intangible assets acquired was based upon an independent third party valuation specialist.

the time of acquisition, STAT had no revenues and historical losses from operations, it was deemed an immaterial acquisition and no additional

financial reporting was required.

During the year ended December 31, 2025, the Company

recognized a loss on impairment for the remaining value of the intangibles related to the acquisition of Stat-EI in the amount of $ 4,606,664 .

Note 5 for discussion of these intangible assets acquired from STAT in exchange for debt.

consisted of the following at December 31, 2025 and December 31, 2024, respectively:

Schedule of Intangible Assets

Estimated Useful

December 31, 2025

December 31, 2024

Lives (Years)

License agreements

Tradenames/trademarks

Intangibles - gross

accumulated amortization

( 5,500,000 )

Intangibles – net

expense for the year ended December 31, 2025 and 2024 was $ 893,336

and $ 446,668 ,

Closing is subject to customary closing conditions, including (i) that the Company take the actions necessary to amend its certificate

of incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares of Common Stock to 500,000,000 shares

of Common Stock, (ii) the receipt of the requisite stockholder approval, (iii) the receipt of the requisite third-party consents and

(iv) compliance with the rules and regulations of The Nasdaq Stock Market.

March 1, 2024, Next Charging LLC reincorporated in the state of Nevada as a C-Corporation and changed its name to NextNRG Holding Corp.

transaction closed on February 13, 2025.

respectively.

Impairment expense for the year ended December 31, 2025 and 2024 was $ 4,606,664 and $ 0 , respectively.

11 – Acquisition of Membership Interests in GSPP JEA Ingle FL, LLC – Accounted for as an Asset Acquisition – Solar

Project Rights

December 2024, a disbursement of $ 3,929,161 was made by Next/Ingle Holdings LLC, a 50 % owned subsidiary of Next Holding, to acquire 100 %

of the membership interests in GSPP JEA Ingle FL, LLC, a project company controlled by GSPP Holdco III, LLC.

GSPP JEA Ingle FL, LLC holds

the rights to a utility-scale solar energy project located in Bryceville, Florida.

The purchase price consisted of a $ 3,600,000 acquisition

fee and reimbursement for previously incurred capitalized development costs of $ 329,161 for a total payment of $ 3,929,161 .

These reimbursed

costs included expenses related to securing a real estate option, engineering studies, and interconnection due diligence with the local

facilitate the acquisition, Next Holding formed Next/Ingle Holdings LLC, in which it holds a 50 % ownership interest, with the remaining

50 % owned by Cohen Global Energy, LLC, an unrelated third party.

Notwithstanding the split of ownership, the Company retains unilateral

governing control over the entity, as outlined in the executed operating agreement.

Next/Ingle Holdings LLC is a controlled holding company

which has been consolidated into the Company, and shows a non-controlling interest for the 50 % not owned.

Holdings LLC obtained a $ 5,000,100 loan from this third party to fund the acquisition (See Note 5).

GSPP JEA Ingle FL, LLC had no employees,

revenue-generating activities, or ongoing operations prior to the acquisition.

Its only asset is the set of rights related to the Bryceville

solar energy project, which is still in development.

At the time of the transaction, the project was not yet operational;

activities were limited to permitting, feasibility analysis, and utility coordination.

the absence of a workforce, no substantive processes, and no outputs, GSPP JEA Ingle FL, LLC does not meet the definition of a business

under ASC 805-10-20.

Instead, the transaction qualifies as an asset acquisition, with the solar project representing a single identifiable

asset under development.

Post-Acquisition

Formed Next/Ingle

Holdings LLC ( 50 % owned by Next Holding, 50 % owned by Cohen Global Energy, LLC)

Retains unilateral

control over Next/Ingle Holdings LLC via operating agreement (this entity is consolidated with the Company and reflects a

non-controlling interest for the 50 % not owned)

Acquired 100 % of GSPP

JEA Ingle FL, LLC from GSPP Holdco III, LLC

acquisition via $ 5,000,100 loan from Cohen Global Energy, LLC

JEA Ingle FL, LLC

Holds rights to the

Bryceville, FL solar project

During the year ended December 31, 2025, the Company

recognized an impairment loss on this project deposit of $ 3,929,161 .

12 – Segment Reporting

Company operates in two reportable segments:

Energy Infrastructure and Mobile Fuel Delivery.

The Company’s segments were determined

based on the economic characteristics of its products and services, its internal organizational structure, the manner in which operations

are managed and the criteria used by the Company’s CODM to evaluate performance, which include

revenue, gross margin, and operating profit.

Company’s mobile fueling segment provides on-demand fuel delivery services through a growing fleet of fuel trucks operating across

a national footprint.

These operations serve commercial fleets and other customers, offering a more efficient, time-saving alternative

to traditional fueling stations.

The Company is integrating sustainable energy solutions into its fueling operations, with the goal of

assisting customers in transitioning to electric vehicles and incorporating advanced technologies such as wireless EV charging to enhance

service efficiency and support the adoption of clean energy.

Infrastructure

Company’s energy infrastructure segment focuses on the development, deployment, and operation of AI/ML-powered smart microgrids,

solar energy systems, battery storage, and wireless EV charging solutions.

These systems are designed to improve grid resiliency, optimize

energy use, reduce costs, and increase access to reliable, sustainable power for commercial, industrial, municipal, and tribal customers.

Revenue is generated primarily through power purchase agreements, leases, and technology licensing, with projects spanning utility-scale

installations, community energy systems, and integration of distributed energy resources.

following tables present certain financial information related to our reportable segments:

Schedule of Financial Information Related to our Reportable Segment

As of December 31, 2025

Infrastructure

Accounts receivable – net

Prepaids and other

Property and equipment – net

Operating lease - right-of-use asset

Operating lease - right-of-use asset - related party

Operating lease - right-of-use

As of December 31, 2024

Infrastructure

Accounts receivable - net

Prepaids and other

Property and equipment - net

Intangible assets - net

Deposit on future asset purchase

Project Deposit

Operating lease - right-of-use asset

Operating lease - right-of-use asset - related party

Operating lease - right-of-use asset

For the Year Ended December 31, 2025

Infrastructure

Cost of sales

General and administrative expenses

Depreciation and amortization

Impairment loss

Total costs and expenses

Interest income

Gain (loss) on settlement of liabilities

Interest expense (including amortization of debt discount)

( 3,856,361 )

( 13,414,618 )

( 17,270,979 )

Total other income (expense) - net

( 3,780,603 )

( 14,202,846 )

( 17,983,449 )

( 18,763,958 )

( 69,412,039 )

( 88,175,997 )

For the Year Ended December 31, 2024

Infrastructure

Cost of sales

( 25,983,342 )

General and administrative expenses

( 3,965,118 )

( 8,501,596 )

( 12,466,714 )

Depreciation and amortization

( 1,079,523 )

( 1,545,806 )

Total costs and expenses

( 4,431,401 )

( 35,564,461 )

( 39,995,862 )

Interest income

Gain (loss) on settlement of liabilities

Interest expense (including amortization of debt discount)

( 9,367,915 )

Total other income (expense) - net

( 9,687,192 )

( 14,118,593 )

( 7,278,040 )

( 21,396,633 )

13 – Income Taxes

8 unchanged sentences

Capitalized research expenditures

Impairment loss

Bad debt reserve

9 unchanged sentences

Deferred tax asset - net

components of the income tax benefit and related valuation allowance for the years ended December 31, 2024 and 2023 was approximately

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

of Income Tax Benefit and Related Valuation Allowance

The components of the income tax benefit and related valuation allowance for the years ended December 31, 2025 and

2024 were as follows:

Schedule of Income Tax Benefit and Related Valuation Allowance

December 31, 2025

6 unchanged sentences

valuation allowance

Total Tax Provision

reconciliation of the provision for income taxes for the years ended December 31, 2024 and 2023 as compared to statutory rates was approximately

of Reconciliation of Provision for Income Taxes

Tax Provision

A reconciliation of the provision for income taxes for the years ended December 31, 2025 and 2024 as compared to

statutory rates is as follows:

Schedule of Reconciliation of Provision for Income Taxes

December 31, 2025

4 unchanged sentences

State income tax expense (benefit) - 4.35 % - net of federal effect

( 3,835,656 )

Permanent differences - net

1 unchanged sentence

Change in valuation allowance

( 3,588,498 )

Income tax expense (benefit)

$ ( 22,779,452

net operating loss carry forwards at December 31, 2025 and 2024 were approximately as follows:

of Operating Loss Carry Forwards

Schedule of Operating Loss Carry Forwards

December 31, 2025

December 31, 2024

$ 148,000,000

Company reviews its filing positions for all open tax years in all U.S.

7 unchanged sentences

and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

14 - Subsequent Events

to December 31, 2025, the Company had the following transactions:

Company executed a three-month (3) note payable with a face amount of $ 1,000,000 , less an original issue discount of $ 50,000 , along with

an additional $ 10,000 in transaction related fees (total debt discount and issue costs in cash of $ 60,000 ), resulting in net proceeds

of $ 940,000 .

The note bears interest at 15 %.

note ($ 1,000,000 ) was repaid in February 2025, including interest ($ 19,288 ) for a total repayment of $ 1,019,288 .

Company repaid $ 6,089,288 of various loans and notes payable.

Payable – Related Party

to the Common Control Merger, the Company repaid $ 203,000 to Next.

Arrangement – Chief Executive Officer

March 25, 2025, the Company entered into an agreement with its Chief Executive Officer.

Under this agreement, in exchange for personally

guaranteeing certain Company debt, the Chief Executive Officer will receive a fee equal to 3 % of the guaranteed debt.

This fee will be

paid when the funds are received.

March 24, 2025, the Company executed a loan for $ 3,217,700 .

The Company was required to pay transaction fees of $ 69,000 and an original

issue discount of $ 917,700 (debt discount).

Additionally, the previous outstanding loan #6 (see Note 5), of $ 715,000 was repaid in full.

The Company received net proceeds of $ 1,516,700 .

The Company is required to make 24 weekly payments of $ 125,000 to repay this loan.

loan is unsecured.

March 24, 2025, the Company executed a loan for $ 3,217,700 .

The Company was required to pay transaction fees of $ 69,000 and an original

issue discount of $ 917,700 (debt discount).

Additionally, the previous outstanding loan #7 (see Note 5), of $ 715,000 was repaid in full.

The Company received net proceeds of $ 1,516,700 .

The Company is required to make 24 weekly payments of $ 125,000 to repay this loan.

loan is unsecured.

March 26, 2025, the Company fully repaid $ 2,500,000 on outstanding loan #5 (see Note 5.

Issued for Cash and Warrants – Public Offering

February 18, 2025, the Company sold 5,000,000 shares of common stock for gross proceeds of $ 15,000,000 ($ 3 /share).

In connection with

this offering, the Company paid direct offering costs of $ 1,538,914 , resulting in net proceeds of $ 13,461,086 .

proceeds from the offering are expected to be used for:

operations and infrastructure;

outstanding debt;

general corporate purposes, including working capital requirements

Additionally,

the Company granted the underwriter the option to purchase up to 750,000 additional over-allotment shares of common stock at $ 3 /share,

for a period of 45 days (through March 30, 2025)

underwriter was also issued 250,000 warrants for services rendered in connection with the offering, which will be accounted for as a

direct offering cost.

These warrants are exercisable at $ 3.75 /share.

These warrants are exercisable beginning 6 months after the grant

date and for an additional 4 ½ years through February 13, 2030.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Issued for Services

Company issued 364,108 shares of common stock to consultants for services rendered, having a fair value of $ 1,324,243 ($ 2.72 - $ 3.90 /share),

based upon the quoted closing trading price.

Issued to Settle Accounts Payable

Company issued 15,000 shares of common stock to a vendor to settle outstanding accounts payable, having a fair value of $ 46,650 ($ 3.11 /share),

based upon the quoted closing trading price.

Control Merger (Related Party)

February 13, 2025, the Company executed a share exchange agreement with Next (an entity controlled by Michael Farkas (“Farkas”)),

an entity under common control.

Pursuant to the terms of the agreement EZFL issued 100,000,000 shares of common stock in exchange for

all of the issued and outstanding common stock of Next.

Company changed its name from EzFill Holdings, Inc.

to NextNRG, Inc.

of NextNRG, Inc.

founded by Farkas, is a renewable energy company focused on developing and deploying wireless electric vehicle charging technology integrated

with battery storage and solar energy solutions.

Control Determination

Company has determined that this transaction qualifies as a common control merger under ASC 805-50-15-6, which defines control as the

ability to direct management and policies by ownership, contractual arrangements, or other means.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

factors included in our assessment of common control are as follows:

controlled more than 20 % of EZFL prior to December 31, 2023, as the largest individual shareholder;

the primary debt lender prior to and at the time of the merger, Farkas had the ability to

influence critical financial decisions;

liquidity was significantly supported by NextNRG funding prior to and at the time of the

merger, reflecting decisions and activities controlled by Farkas;

the date of merger, Farkas controlled approximately 70 % of EZFL.

concurrently exercised control over NextNRG prior to December 31, 2023.

further details, refer to the Form 8-K filed on February 18, 2025.

Accounting Treatment – Related Party

both EZFL and NextNRG shared common ownership at all times prior to, at the time of and subsequent to the merger date, this transaction

is classified as a common control merger.

the date of acquisition, Farkas owned approximately 70 % of EZFL and 67 % of NextNRG.

authoritative guidance throughout ASC 805-50, 260-10 and ASC 280:

Retention of Historical Carrying Amounts

acquired entity’s assets and liabilities are recorded at their historical carrying amounts.

Pooling-of-Interests Approach

that transfers between entities under common control do not represent a change in ownership.

In these transactions, the entity receiving

net assets or exchanging shares is required to measure the assets and liabilities at their carrying amounts as recorded in the transferring

entity’s separate financial statements (which reflect the historical cost basis established by the ultimate parent).

this guidance results in an accounting treatment similar to the pooling-of-interests method.

Retrospective Application to Financial Statements

historical financial statements are adjusted as if the merger had occurred at the beginning of the earliest period presented.

so, all periods in the financial statements are made comparable, reflecting the merger’s effects consistently.

Equity Adjustments

to Additional Paid-In Capital (APIC) and retained earnings are made to reconcile historical balances.

Historical retained earnings (deficit)

are combined and consolidated.

Earnings per Share

100,000,000 shares of common stock issued are treated as outstanding for all historical periods.

● Retroactive

adjustments are required when a change in the capital structure occurs through a stock dividend,

stock split, or reverse split.

Common control transactions are typically accounted for on

a carryover basis, the historical EPS is not retroactively adjusted for such stock issuances

unless the transaction’s structure meets the criteria for a capital structure change

a stock dividend or split).

merger’s retrospective application necessitates recalculating EPS for all periods presented.

This ensures comparability by applying historical carrying values to both entities.

vested shares are included in diluted EPS.

Goodwill and Intangible Assets

a common control merger, the Company will not recognize goodwill or intangible assets.

Segment Reporting

Company will assess its business operations and determine the requisite segments to recognized.

All current and historical periods will

be adjusted to reflect these allocations.

The Company expects to presents its consolidated financial statements with segments for mobile

fueling services, energy infrastructure services, and technology solutions.

related accounting and financial reporting for this transaction will first be reflected in the Company’s future March 31, 2025

filing on Form 10-Q.

Executive Officer Transition

the time of closing, the Company accepted the resignation of Yehuda Levy as Interim Chief Executive Officer.

The Board of Directors subsequently

appointed Michael D.

Farkas as Chief Executive Officer, Director, and Executive Chairman.

Farkas, previously the Managing Member

and CEO of NextNRG, is also the significant controlling stockholder of the Company’s issued and outstanding common stock.

Financial Officer Transition

the time of closing, the Company accepted the resignation of Michael Handleman as Chief Financial Officer and appointed Joel Kleiner

as his successor.

details regarding these officer transitions are available in the Form 8-K filed on February 18, 2025.

January 2026, the Company terminated its At-the-Market Sales Agreement with ThinkEquity, H.C.

Wainwright, and Roth Capital Partners,

effective January 17, 2026, and indicated no immediate plans for a replacement ATM program.

The Company also raised modest equity capital

through a series of private stock purchase agreements, selling an aggregate of approximately 1,050,000 shares for total proceeds of approximately

$ 1,125,000 at prices ranging from $ 0.75 to $ 1.08 per share across transactions dated January 20, January 28–29, and February 12–18,

March and April 2026, the Company undertook a series of debt restructuring and new financing activities.

On March 9, 2026, it entered

into a Future Receivables Sale and Purchase Agreement, selling 6.87 % of future receipts for $ 2,100,000 in gross consideration, with CEO

Farkas personally guaranteeing the obligation.

As security for payment and performance of the Company’s obligations

pursuant to the Future Receivables Sale and Purchase Agreement, the Company agreed to grant to the purchaser a first priority lien on

all of the Company’s interest in all accounts, including, but not limited to deposit accounts, accounts receivables, other receivables

and inventory, whether existing as of the effective date of the Future Receivables Sale and Purchase Agreement or thereafter acquired.

March 11, 2026, the Company issued 3,181,818 shares of common stock at $ 0.55 per share to a noteholder in exchange for the forgiveness

of $ 1,750,000 of outstanding principal, effectively retiring that note.

April 1, 2026, the Company issued a senior secured convertible promissory note in favor of Leviston Resources, LLC (“Leviston”)

in the face amount of $ 1,724,444 (net proceeds of $ 1,552,000 after a $ 172,444 OID), and issued 243,300 shares of common stock to Leviston

as additional consideration, with Leviston receiving most-favored-nation, right of first refusal, rollover rights on future financings,

and piggyback registration rights.

The Leviston note bears interest at a rate of 10 % and matures on October 1, 2026.

Interest is guaranteed

for the entirety of the six-month term of the Leviston note, regardless of any reduction of the principal amount, conversion or prepayment.

The Leviston note is a senior secured obligation of the Company, with first priority over all current and future indebtedness;

however, that the Company may close equipment financing, with such financing secured by first priority lien(s) against the equipment

being financed and second priority lien(s) (behind Leviston’s security interest) against the Company’s other assets.

Company’s obligations under the Leviston note are secured pursuant to the terms of the Pledge and Security Agreement, dated as

of April 1, 2026, by and between the Company and Leviston (the “Leviston Security Agreement”).

Leviston note is convertible into shares of the Company’s common stock only upon and following an Event of Default (as defined

in the Leviston note), at the option of Leviston.

Upon an Event of Default, Leviston may convert any portion of the outstanding principal,

accrued interest, default interest, and a fixed conversion fee of $ 1,950 per conversion into common stock.

The conversion price will

be equal to 80% of the average of the three lowest daily volume-weighted average prices (VWAP) of the common stock during the 15 trading

days immediately preceding the conversion date, subject to a floor price of $ 0.10 per share.

Leviston note contains an equity blocker that prohibits Leviston from converting the Leviston note if such conversion would result in

Leviston and its affiliates beneficially owning more than 4.99% of the Company’s outstanding common stock;

provided, however, that

Leviston may elect to increase this limitation to 9.99% upon 61 days’ prior notice to the Company, or immediately if Leviston is

not subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended.

addition, the Leviston note contains a hard cap on the number of shares issuable to Leviston at 19.99% of the outstanding shares.

to the terms of the Leviston note, the parties agreed that, notwithstanding any other conversion, adjustment or other provision, the

Company may not issue a cumulative number of shares of common stock to Leviston and its affiliates pursuant to the Leviston note and

the other transaction documents that would exceed the 19.99% limitation set forth in the Nasdaq Stock Market’s (“Nasdaq”)

Listing Rule 5635(d), unless the Company obtains stockholder approval to exceed such threshold in accordance with Nasdaq rules.

Company may prepay the Leviston note at any time prior to October 1, 2026;

provided, however, that (i) if the prepayment date occurs

within 60 days of April 1, 2026, the Company must pay Leviston the outstanding principal amount, all guaranteed interest for the full

six-month term (regardless of how much of the term has elapsed as of the prepayment date), and any other amounts due under the Leviston

note, with no prepayment premium;

and (ii) if the prepayment date occurs after 60 days from April 1, 2026, the Company must pay Leviston

110% multiplied by the sum of (a) the outstanding principal amount, (b) all guaranteed interest for the full six-month term (regardless

of how much of the term has elapsed as of the prepayment date), and (c) any other amounts due under the Leviston note.

Leviston note contains customary Events of Default, the occurrence of which grant Leviston, among other things, the right to accelerate

the entire unpaid balance of the Leviston note.

Upon the occurrence of an Event of Default, the Leviston note provides that, among other

things, all outstanding obligations under the Leviston note and related transaction documents, including principal, accrued interest,

monitoring fees, and legal expenses, will automatically increase to 150% of the then-outstanding balance.

Additionally, all outstanding

obligations will accrue interest at a default rate equal to the lesser of 18% per annum or the maximum rate permitted by law.

April 1, 2026, in connection with the issuance of the Leviston note, the Company and Leviston entered into the Leviston Security Agreement.

Pursuant to the terms of the Leviston Security Agreement, the Company granted to Leviston a continuing, first-priority security interest

in substantially all of its assets to secure the prompt payment and performance of its obligations under the Leviston note and related

transaction documents.

The collateral includes, but is not limited to, the Company’s accounts, inventory, equipment, general intangibles,

deposit accounts, and 100% of the equity interests in the Company’s directly owned subsidiaries (the “Pledged Equity”).

The Company is subject to negative covenants that, subject to certain exceptions, prohibit the sale, lease, or encumbrance of the collateral

without Leviston’s prior written consent.

Upon the occurrence and during the continuance of an Event of Default, Leviston may,

among other remedies:

(i) accelerate all obligations and take possession of the collateral;

(ii) exercise all voting and consensual rights

pertaining to the Pledged Equity;

(iii) appoint a receiver over the Company’s assets;

and/or (iv) sell the collateral at public

or private sales to satisfy the outstanding debt.

security interest will terminate only upon the full satisfaction or termination of the Company’s obligations under the Leviston

April 7, 2026, the Company entered into a Business Loan and Security Agreement, dated as of April 1, 2026, with Cashera Private Credit

Inc., providing for a term loan in the principal amount of $ 750,000 (net disbursement of $ 712,500 after a $ 37,500 origination fee) with

a total repayment obligation of $ 1,050,000 , payable in 24 weekly installments of $ 43,750 through October 1, 2026, reflecting a stated

APR of 173.06%.

The Cashera facility is secured by a first-priority lien on all assets of the Company and its subsidiaries, and is personally

guaranteed by Mr.

Farkas, the Company’s Chief Executive Officer, Chairman of the Board and substantial stockholder, and cross-guaranteed

by NextNRG Ops LLC, a wholly owned subsidiary of the Company.

March 16, 2026, the Company received written notice (the “Bid Price Notice”) from the Nasdaq Listing Qualifications Department

(the “Nasdaq Staff”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth

in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market.

The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq

Capital Market under the symbol “NXXT,” and the Company is currently monitoring the closing bid price of its common stock

and evaluating its alternatives, if appropriate, to resolve the deficiency and regain compliance with this rule.

Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price

for the last 30 consecutive business days, the Company no longer meets this requirement.

The Bid Price Notice indicated that the Company

will be provided 180 calendar days, or until September 14, 2026, in which to regain compliance.

If at any time during this period the

closing bid price of the Company’s common stock is at least $ 1.00 per share for a minimum of 10 consecutive business days, the

Nasdaq Staff will provide the Company with written confirmation of compliance and the matter will be closed.

Alternatively,

if the Company fails to regain compliance with the Minimum Bid Price Requirement prior to the expiration of the 180 calendar day period,

but meets the continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial

listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention

to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be

granted an additional 180 calendar days to regain compliance with the Minimum Bid Price Requirement.

can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance

with the other listing requirements.

The Company is considering actions that it may take in response to the Bid Price Notice in order

to regain compliance with the continued listing requirements, but no decisions regarding a response have been made at this time.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data