NEXTNRG, INC. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [____] to [____] Commission file number 001-40809 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 84-4260623 State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 407 Lincoln Rd. #9F, Miami Beach, Florida 33139 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (305) 786-NEXT Securities registered pursuant to Section 12(b) of the Act: Title of Class Trading Symbol(s) Name of each exchange on which registered Common Stock, Par Value $0.0001 NXXT Nasdaq Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registered is a well-known seasonal issuer, as defined in Rule 405 the Securities Act Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of common stock held by non-affiliates of the registrant based on the closing price of the registrant’s common stock as reported on the Nasdaq Capital Market on June 30, 2025, was $ 92,281,755 . As of April 15, 2026, 156,654,973 shares of the registrant’s common stock, par value $ 0.0001 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None . EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (the “Amendment”) to the annual report on Form 10-K of NextNRG, Inc. (the “Company,” “our,” or “we”) for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on April 16, 2026 (the “Original Filing”), is being filed for the purpose of: (i) Removing disclosure (in Part I, Item 1A) identifying one of our fuel suppliers as a stockholder, as such supplier held less than 5% of our outstanding common stock during all relevant periods and as of the date of the Original Filing; (ii) Removing disclosure (in Part I, Item 1A and Part III, Item 10) regarding our status as a “controlled company” in light of the fact that Michael Farkas, our Chief Executive Officer and Executive Chairman, no longer holds a majority of the Company’s voting power for the election of directors; (iii) Clarifying (in Part I, Item 2) that the Company’s office space at 57 NW 183rd Street is located in Miami, FL; (iv) Updating the status of the legal matter titled Next/Ingle Holdings, LLC and Next NRG Ops, LLC, f/k/a NextNRG, LLC v. GSPP Holdco III, LLC and Green Street Power Partners, LLC (in Part I, Item 3 and in Part II, Item 8—Note 7) to indicate that oral arguments were held on April 9, 2026; (v) Providing revised consolidated balance sheets and consolidated statements of cash flows (in Part II, Item 8) to reflect changes for certain immaterial rounding errors in amounts reported for the year ended December 31, 2024; (vi) Clarifying (in Part II, Item 8—Note 2) that Avishai Vaknin is no longer an executive officer of the Company; (vii) Aligning (in Part II, Item 8 – Note 12) 2024 sales disclosed in the segment reporting table with 2024 sales reported in the consolidated statements of operations and reflecting changes for certain immaterial rounding errors in amounts reported for the year ended December 31, 2024; (viii) Updating (in Part II, Item 8 – Note 13) the 2025 net operating loss carryforward disclosure, with no impact to net deferred tax assets as a full valuation allowance was maintained; (ix) Disclosing (in Part III, Item 10) that Mr. Vaknin failed to timely file one Form 4; (x) Providing (in Part III, Item 11) 2025 compensation data for Yehuda Levy; (xi) Providing (in Part III, Item 12) a revised beneficial ownership table and notes related thereto; (xii) Providing (in Part IV, Item 15) a revised exhibit index; (xiii) Providing an updated Exhibit 21.1; (xiv) Providing an updated current-dated auditors’ consent as Exhibit 23.1; and (xv) Correcting certain scriveners’ and immaterial errors (on the cover page; in Part I, Item 2; in Part I, Item 1A, in Part I, Item 3; in Part II, Item 8—Consolidated Statements of Cash Flows; in Part II, Item 8—Note 5; and in Part III, Item 11). In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the following sections of the Original Filing are hereby amended and restated in their entirety: Part I, Items 1A, 2 and 3; Part II, Item 8; Part III, Items 10, 11 and 12; and Part IV, Item 15. In addition, new certifications of our principal executive officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2022 are attached, each as of the filing date of this Amendment. Except as described above, this Amendment does not modify or update the disclosures in, or any exhibits to, the Original Filing. Furthermore, this Amendment does not reflect any events which occurred subsequent to the filing of the Original Filing and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Filing. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time the Original Filing was filed. M&K CPAS, PLLC (“M&K”) issued a report on our consolidated financial statements within the Original Filing. As this Amendment speaks to the date of the Original Filing, M&K’s report speaks only as to April 15, 2026. We have made no substantive changes to the Original Filing other than those noted above. TABLE OF CONTENTS Page PART I Item 1A. Risk Factors 3 Item 2. Properties 13 Item 3. Legal Proceedings 13 PART II Item 8. Financial Statements and Supplementary Data 15 PART III Item 10. Directors, Executive Officers and Corporate Governance 16 Item 11. Executive Compensation 22 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 26 PART IV Item 15. Exhibits, Financial Statement Schedules 28 2 PART I Item 1A. Risk Factors Any investment in our securities involves a high degree of risk. You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled “Cautionary Note Regarding Forward Looking Statements.” Our business, financial condition or operating results could be materially adversely affected by any of these risks. In such case, the trading price of our common stock could decline, and our stockholders may lose all or part of their investment in our securities. Risks Related to Our Business We will require substantial additional capital to support our operations and growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business. Revenues generated from our operations are not presently sufficient to sustain our operations and our current liabilities substantially exceeded our current assets as of December 31, 2025. Therefore, we will need to raise additional capital in the future to continue our operations. We anticipate that our principal sources of liquidity will only be sufficient to fund our activities through April 30, 2026. In order to have sufficient cash to fund our operations beyond April 30, 2026, we will need to raise additional equity or debt capital. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. We will be required to pursue sources of additional capital through various means, including debt or equity financings. Future financings through equity investments are likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets and our history of losses, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to curtail or cease operations. Uncertain geopolitical conditions and trade policies could adversely affect our results of operations. Uncertain and rapidly evolving geopolitical conditions, including ongoing armed conflicts in the Middle East and Ukraine, heightened tensions in the Strait of Hormuz through which approximately 20 million barrels per day of crude oil transit, expanded sanctions regimes, and the imposition of new tariffs and trade restrictions, may cause demand for our products and services to be volatile, cause abrupt changes in our customers’ buying patterns, and interrupt our ability to supply products or limit customers’ access to financial resources and ability to satisfy obligations to us. In particular, U.S. tariff rates have reached their highest levels since World War II, reshaping global trade flows and increasing costs across the energy supply chain. Retaliatory tariffs imposed by trading partners, potential further escalation of trade disputes, and supply chain disruptions resulting from geopolitical realignment could increase our cost of goods, reduce the availability of critical equipment and parts for our fleet and infrastructure, and negatively impact customer demand. Specifically, terrorist attacks, the outbreak or escalation of war, the existence of international hostilities, or the imposition of broad-based trade restrictions could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products, adversely affect both the price of our fuel and our ability to obtain fuel, and disrupt global supply chains upon which we and our suppliers depend. 3 Changes in U.S. trade policy, including tariffs and export controls, could increase our costs and disrupt our supply chain. The imposition of significant tariffs on imported goods, including steel, aluminum, electronic components, and other materials used in our fuel delivery fleet, EV charging equipment, and smart microgrid infrastructure, has increased and may continue to increase our capital and operating costs. U.S. tariff rates have reached historically elevated levels, and retaliatory measures by trading partners have created uncertainty across global supply chains. These trade disruptions have contributed to delays in and, in some cases, abandonment of renewable energy projects industry-wide. NextNRG’s smart microgrid and wireless charging hardware may rely on components sourced from countries subject to tariffs or export controls, and any further escalation of trade restrictions could increase hardware costs, delay product development timelines, and reduce the cost competitiveness of our offerings. Additionally, trade policy uncertainty may reduce business and investor confidence in the energy sector, which could adversely affect our ability to raise capital on favorable terms. We cannot predict the scope, duration, or ultimate impact of current or future trade policies on our business, financial condition, or results of operations. Operating and litigation risks may not be covered by insurance. Our operations are subject to all of the operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing combustible liquids such as gasoline for use by consumers. These risks could result in substantial losses due to personal injury and/or loss of life, and severe damage to and destruction of property and equipment arising from explosions and other catastrophic events, including acts of terrorism. Additionally, environmental contamination could result in future legal proceedings. There can be no assurance that our insurance coverage will be adequate to protect us from all material expenses related to pending and future claims or that such levels of insurance would be available in the future at economical prices. Moreover, defense and settlement costs may be substantial, even with respect to claims and investigations that have no merit. If we cannot resolve these matters favorably, our business, financial condition, results of operations and future prospects may be materially adversely affected. Changes in climate change laws, regulations, and federal energy policy, and the market response to these changes, may negatively impact our operations. The regulatory landscape governing greenhouse gas (“GHG”) emissions and alternative energy is subject to significant and rapid change. While some states have adopted laws and regulations limiting GHG emissions for certain industry sectors, federal energy policy has shifted meaningfully. Executive Order 14154, “Unleashing American Energy,” signed in January 2025, directed federal agencies to pause certain grant program disbursements under the Infrastructure Investment and Jobs Act (“IIJA”) and the Inflation Reduction Act (“IRA”) pending program reviews. In addition, federal clean vehicle tax credits under Sections 25E, 30D, and 45W of the Internal Revenue Code were repealed for vehicles acquired after September 30, 2025, and the Alternative Fuel Vehicle Refueling Property Tax Credit under Section 30C was repealed for chargers placed in service after June 30, 2026. Proposed rules would also roll back fuel economy standards to model year 2022 levels. These policy reversals could reduce consumer incentives to adopt EVs and alternative fuels, which may adversely affect NextNRG’s addressable market while simultaneously reducing pressure on traditional fuel demand. Conversely, future administrations or state-level action may reimpose or strengthen GHG regulations, which could impose significant additional compliance costs on us, our suppliers, and our customers. Mandatory reporting by our customers and suppliers could have an effect on our operations or financial condition. The unpredictability of the regulatory environment makes long-term planning difficult and could have a material adverse effect on our business, financial condition, and results of operations. Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities will have little or no value. M&K CPA’s, PLLC, our independent registered public accounting firm for the fiscal year ended December 31, 2025, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2025, indicating that our current liquidity position raises substantial doubt about our ability to continue as a going concern. If we are unable to improve our liquidity position, we may not be able to continue as a going concern. We anticipate that we will continue to generate operating losses and use cash in operations through the foreseeable future. As further set forth above, we anticipate that we will need significant additional capital by April 30, 2026, or we may be required to curtail or cease operations. 4 The reduction or elimination of federal incentive programs for EV charging and clean energy infrastructure could adversely affect NextNRG’s growth prospects. NextNRG’s business plan has been developed, in part, with the expectation that federal and state incentive programs would support the deployment of EV charging infrastructure and distributed energy systems. In 2025, the federal government repealed clean vehicle tax credits under Sections 25E, 30D, and 45W of the Internal Revenue Code for vehicles acquired after September 30, 2025, and enacted the repeal of the Alternative Fuel Vehicle Refueling Property Tax Credit under Section 30C for property placed in service after June 30, 2026. Additionally, the Federal Highway Administration rescinded all previously released guidance for the National EV Infrastructure (“NEVI”) formula grant program and suspended state plan approvals, with the President’s fiscal year 2026 budget proposing to cancel $6 billion in IIJA funds for EV charger programs. The loss of these incentive programs may reduce consumer and commercial demand for EV charging solutions, slow the deployment of charging infrastructure nationally, and make NextNRG’s products and services less economically attractive to potential customers. There can be no assurance that replacement incentive programs will be adopted at the federal or state level, or that any such programs will be available on terms favorable to our business. If we are unable to protect our information technology systems against service interruption, misappropriation of data, or breaches of security resulting from cyber security attacks or other events, or we encounter other unforeseen difficulties in the operation of our information technology systems, our operations could be disrupted, our business and reputation may suffer, and our internal controls could be adversely affected. In the ordinary course of business, we rely on information technology systems, including the Internet and third-party hosted services, to support a variety of business processes and activities and to store sensitive data, including (i) intellectual property, (ii) our proprietary business information and that of our suppliers and business partners, (iii) personally identifiable information of our customers and employees, and (iv) data with respect to invoicing and the collection of payments, accounting, procurement, and supply chain activities. In addition, we rely on our information technology systems to process financial information and results of operations for internal reporting purposes and to comply with financial reporting, legal, and tax requirements. Despite our security measures, our information technology systems may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, sabotage, or other disruptions. A loss of our information technology systems, or temporary interruptions in the operation of our information technology systems, misappropriation of data, or breaches of security could have a material adverse effect on our business, financial condition, results of operations, and reputation. Moreover, the efficient execution of our business is dependent upon the proper functioning of our internal systems. Any significant failure or malfunction of this information technology system may result in disruptions of our operations. Our results of operations could be adversely affected if we encounter unforeseen problems with respect to the operation of this system. NextNRG’s smart microgrid and connected charging infrastructure may be vulnerable to cybersecurity threats that could disrupt operations and expose the Company to liability. NextNRG’s smart microgrid platform involves networked energy management systems, IoT-connected devices, and bidirectional communication with the electrical grid. These connected systems present an expanded attack surface for cyber threats, including unauthorized access to grid-connected infrastructure, manipulation of energy management algorithms, ransomware attacks on charging networks, and data breaches involving customer information. A successful cyberattack on NextNRG’s microgrid or charging infrastructure could result in physical damage to connected equipment, disruption of energy services, grid instability in affected areas, regulatory penalties, and significant reputational harm. Evolving cybersecurity regulations applicable to critical infrastructure and grid-connected systems may impose additional compliance costs. There can be no assurance that NextNRG’s cybersecurity measures will be sufficient to prevent all attacks or that the Company will not incur material costs in responding to security incidents. 5 High fuel prices can lead to customer conservation and attrition, resulting in reduced demand for our product. Prices for fuel are subject to volatile fluctuations in response to changes in supply and other market conditions. During periods of high fuel costs our prices generally increase. High prices can lead to customer conservation and attrition, resulting in reduced demand for our product. Low fuel prices may also result in less demand for our product. Low fuel prices may lead to us being unable to attract customers due to the fact that we charge a delivery price that may make our pricing less competitive. Changes in commodity market prices may have a negative effect on our gross margin. Our current fuel supplier agreements set terms and establish formulas based on Oil Price Information Service (“OPIS”) pricing as of the time of wholesale acquisition, and we do not store inventory. OPIS is a leading source for worldwide petroleum pricing. There is a mark-up for retail fuel prices above wholesale cost, per standard practice in the retail fuel distribution model. Cost of goods sold includes direct labor, including drivers. Our gross margin as a percentage of revenue decreases as a result of increase in fuel costs. The decline of the retail fuel market may impact our potential to get new customers. The retail gasoline industry has been declining over the past several years, with no or modest growth or decline in total demand foreseen in the next several years. Accordingly, we expect that year-to-year industry volumes will be principally affected by weather patterns. Therefore, our ability to grow within the industry is dependent on our ability to acquire other retail distributors and to achieve internal growth, which includes the success of our sales and marketing programs designed to attract and retain customers. Any failure to retain and grow our customer base would have an adverse effect on our results. Competition in the fuel delivery industry may negatively impact our operations. We compete with other mobile fuel delivery companies nationwide. There is little to no barrier to entry and therefore, our competition in the industry may grow. Our ability to compete in our current markets and expand to new markets may be negatively impacted by our competitors’ successes. Additionally, fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. In addition, we cannot predict the effect that the development of alternative energy sources might have on our operations. We compete for customers against suppliers of electricity. Electricity is becoming a competitor of fuel. The convenience and efficiency of electricity make it an attractive energy source for vehicle drivers. The expansion of the EV industry may have a negative impact on our customer base. Our trucks transport hazardous flammable fuel, which may cause environmental damage and liability to us. Due to the hazardous nature and flammability of our product, we face the risk of a simple accident causing serious damage to life and property. Additionally, a spill of our product may result in environmental damage, the liability for which our Company may not be able to overcome. If we are involved in a spill, leak, fire, explosion or other accident involving hazardous substances or if there are releases of fuel or fuel products we own or are transporting, our operations could be disrupted and we could be subject to material liabilities, such as the cost of investigating and remediating contaminated properties or claims by customers, employees or others who may have been injured, or whose property may have been damaged. These liabilities, to the extent not covered by insurance, could have a material adverse effect on our business, financial condition and results of operations. Some environmental laws impose strict liability, which means we could have liability without regard to whether we were negligent or at fault. In addition, compliance with existing and future environmental laws regulating fuel storage terminals, fuel delivery vessels and/or storage tanks that we own or operate may require significant capital expenditures and increased operating and maintenance costs. The remediation and other costs required to clean up or treat contaminated sites could be substantial and may not be covered by insurance. 6 Our cash flow and net income may decrease if we are forced to comply with new governmental regulation surrounding the transportation of fuel. We are subject to various federal, state, and local safety, health, transportation, and environmental laws and regulations governing the storage, distribution, and transportation of fuel. It is possible we will incur increased costs as a result of complying with new safety, health, transportation and environmental regulations and such costs will reduce our net income. It is also possible that material environmental liabilities will be incurred, including those relating to claims for damages to property and persons. Our current dependence on only a few fuel suppliers increases our risk of an interruption in fuel supply, impacting our operations. Although we are in the process of establishing other sources, we currently purchase almost all of our fuel needs from four principal suppliers in the markets in which we operate; as such, if fuel from these sources was interrupted, the cost of procuring replacement fuel and transporting that fuel from alternative locations might be materially higher and, at least on a short-term basis, our earnings could be negatively affected. Our profitability is subject to fuel pricing and inventory risk. The retail fuel business is a “margin-based” business in which gross profits are dependent upon the excess of the sales price over the fuel supply costs. Fuel is a commodity, and, as such, its unit price is subject to volatile fluctuations in response to changes in supply or other market conditions. We have no control over supplies, commodity prices or market conditions. Consequently, the unit price of the fuel that we and other marketers purchase can change rapidly over a short period of time, including daily. Loss of a major customer could result in a decrease in our future sales and earnings. In any given quarter or year, sales of our products may be concentrated in a few major customers. We anticipate that a limited number of customers in any given period may account for a substantial portion of our total net revenue for the foreseeable future. The business risks associated with this concentration, including increased credit risks for these and other customers and the possibility of related bad debt write-offs, could negatively affect our margins and profits. Additionally, the Company does not have any long-term agreements with its customers. All customer agreements are cancelable at any time by either party and as such there cannot be any assurance that any customer will continue to use the Company’s services. The loss of a major customer, whether through competition or consolidation, or a termination in sales to any major customer, could result in a decrease of our future sales and earnings. We operate in an industry that is often subject to very strict laws, regulations and oversight. Our industry has very strict laws and codes that must be complied with. We are subject to oversight, including audits, in existing or future areas of operation. If we cannot comply with the Code, or County, State or Federal rules and regulations or the laws, rules and regulations or oversight in areas in which we currently operate or may seek to operate, we could lose the ability to service those areas and our earnings could be affected. NextNRG’s renewable energy business has a very limited operating history, which makes it difficult to evaluate its business and prospects. NextNRG has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future results. NextNRG is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets. NextNRG’s business strategy centers on its smart microgrid platform and wireless EV charging technology, both of which remain in early stages of commercialization and face significant technical, regulatory, and market adoption risks. Smart microgrids involve the integration of distributed energy resources, energy storage systems, and intelligent load management, which are subject to complex and evolving interconnection standards, utility regulations, and grid reliability requirements enforced by entities such as state public utility commissions and the North American Electric Reliability Corporation (“NERC”). Failure to comply with applicable grid interconnection and reliability standards could result in substantial fines, delays in deployment, or inability to operate in certain jurisdictions. NextNRG’s financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict or are outside of its control, including: ● the market’s acceptance of NextNRG’s smart microgrid platform, including the willingness of utilities, commercial property owners, and municipalities to integrate distributed energy and microgrid solutions into existing grid infrastructure; ● the pace of development and adoption of industry standards for smart microgrid interoperability, vehicle-to-grid (“V2G”) integration, and wireless charging protocols; ● the market’s acceptance of NextNRG’s wireless charging technology, including technical challenges related to charging efficiency, alignment tolerances, and cost competitiveness with conventional wired charging; 7 ● the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; ● concerns regarding the stability of the electrical grid, particularly as increased EV charging loads and microgrid deployments may stress local distribution infrastructure; ● improvements in the fuel economy of the internal combustion engine; ● the environmental consciousness of consumers; ● volatility in the cost of oil and gasoline; ● consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts; ● government regulations and economic incentives promoting fuel efficiency, distributed energy resources, and alternate forms of energy; ● the reduction or elimination of federal tax credits and grant programs supporting EV charging infrastructure and clean energy deployment, including the repeal of Sections 25E, 30D, 45W, and the scheduled repeal of Section 30C of the Internal Revenue Code, and the suspension of NEVI formula grant disbursements; and ● the availability of tax and other governmental incentives to purchase and deploy NextNRG’s smart microgrid and wireless charging technology. To date, NextNRG has not achieved profitability, and may never become profitable. NextNRG has incurred net losses since inception and may not be able to achieve or maintain profitability in the future. NextNRG’s expenses will likely increase in the future as it develops and launches its products, expands into new markets, increases its sales and marketing efforts and continues to invest in technology. These efforts to grow its business may be more costly than NextNRG expects and may not result in increased revenue or growth in its business. NextNRG will likely be required to make significant capital investments and incur recurring or new costs, and its investments (if any) may not generate sufficient returns and its results of operations, financial condition and liquidity may be adversely affected. Any failure to increase revenues sufficiently to keep pace with such investments and other expenses could prevent NextNRG from achieving or maintaining profitability or positive cash flow on a consistent basis or at all. If NextNRG is unable to successfully address these risks and challenges as it encounters them, its business, financial condition, results of operations and prospects could be adversely affected. If it is unable to generate adequate revenue growth and manage expenses, NextNRG may continue to incur net losses in the future, which may be substantial, and it may never be able to achieve or maintain profitability. NextNRG also expects its costs and expenses to increase in future periods, which could negatively affect future results of operations if revenues do not increase. In particular, NextNRG intends to continue to expend significant funds to further develop its technology. Furthermore, if NextNRG’s future growth and operating performance fail to meet investor or analyst expectations, or if it has future negative cash flow or losses resulting from investment in technology or expanding operations, this could have a material adverse effect on its business, financial condition and results of operations. 8 The market for NextNRG’s platform and services may not be as large as NextNRG believes it to be. We believe the market for our values-aligned platform is substantial, but it is still relatively new, and it is uncertain to what extent or how widespread market acceptance of our platform will be or how long such acceptance, if achieved, may be sustained. Our success will depend on the willingness of people to widely adopt the NextNRG experience, values and the products and services that we offer through our platform. If the public does not perceive our products and services sold through our platform to be beneficial, or chooses not to adopt them as a result of concerns regarding privacy, accessibility, or for other reasons, including an unwillingness to confirm that they respect our five core values or as a result of negative incidents or experiences they encounter through our platform, or instead opt to use alternatives to our platform, then the market for our platform may not continue to grow, may grow slower than we expect, or may not achieve the growth potential we expect, any of which could materially adversely affect our business, financial condition, and results of operations. NextNRG has limited experience with respect to determining the optimal prices and pricing structures for its products and services, which may impact its financial results. NextNRG expects that it may need to change its pricing model from time to time, including as a result of competition, global economic conditions, changes in product mix or pricing studies. Similarly, as NextNRG introduces new products and services, it may have difficulty determining the appropriate price structure for future products and services, including because we may pursue business lines or enter markets in which NextNRG’s current management team has limited prior experience. In addition, as new and existing competitors introduce new products or services that compete with NextNRG’s, or revise their pricing structures, it may be unable to attract new customers at the same price or based on the same pricing model as it has used historically. As a result, NextNRG may be required from time to time to revise its pricing structure or reduce prices, which could adversely affect its business, operating results, and financial condition. NextNRG is in a highly competitive EV charging services industry and there can be no assurance that it will be able to compete with many of its competitors which are larger and have greater financial resources. NextNRG faces strong competition from competitors in the EV charging services industry, including competitors who could duplicate its model. Many of these competitors may have substantially greater financial, marketing and development resources and other capabilities than NextNRG. In addition, there are very few barriers to entry into the market for its services. There can be no assurance, therefore, that any of NextNRG’s current and future competitors, many of whom may have far greater resources, will not independently develop services that are substantially equivalent or superior to its services. Additionally, there is no guarantee that NextNRG’s wireless EV charging solutions will be accepted by the market. NextNRG’s competitors may be able to provide customers with different or greater capabilities or benefits than it can provide in areas such as technical qualifications, past contract performance, geographic presence and driver price. Further, many of its competitors may be able to utilize substantially greater resources and economies of scale to develop competing products and technologies, divert sales away from NextNRG by winning broader contracts or hire away our employees by offering more lucrative compensation packages. In the event that the market for EV charging stations expands, NextNRG expects that competition will intensify as additional competitors enter the market and current competitors expand their product lines. In order to secure contracts successfully when competing with larger, well-financed companies, NextNRG may be forced to agree to contractual terms that provide for lower aggregate payments to it over the life of the contract, which could adversely affect its margins. NextNRG’s failure to compete effectively with respect to any of these or other factors could have a material adverse effect on its business, prospects, financial condition or operating results. NextNRG also faces competition in the smart microgrid space from established energy technology companies, utilities developing their own distributed energy programs, and well-funded startups with competing microgrid and vehicle-to-grid platforms. Many of these competitors have existing relationships with utilities and grid operators, established track records of regulatory compliance, and greater technical resources. The evolving nature of standards for microgrid interoperability and wireless charging means that competitors who achieve earlier standardization or certification may gain a significant first-mover advantage that NextNRG may be unable to overcome. 9 NextNRG’s revenue growth ultimately depends on consumers’ willingness to adopt EVs with wireless charging capabilities in a market which is still in its early stages. NextNRG’s growth is highly dependent upon the adoption by consumers of EVs, and it is subject to a risk of any reduced demand for EVs. If the market for EVs does not gain broader market acceptance or develops slower than expected, NextNRG’s business, prospects, financial condition and operating results will be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, specifically EVs, include: ● perceptions about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs; ● the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; ● concerns regarding the stability of the electrical grid; ● improvements in the fuel economy of the internal combustion engine; ● consumers’ desire and ability to purchase a luxury automobile or one that is perceived as exclusive; ● the environmental consciousness of consumers; ● volatility in the cost of oil and gasoline; ● consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts; ● government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; ● access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge an EV; and ● the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles. The influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially and adversely affect NextNRG’s business, operating results, financial condition and prospects. In addition, NextNRG’s smart microgrid solutions depend on favorable regulatory treatment of distributed energy resources and the willingness of electric utilities to support bidirectional power flows and microgrid interconnection. Regulatory frameworks governing vehicle-to-grid integration are still emerging, and there can be no assurance that utilities or regulators will adopt standards or rate structures that support NextNRG’s business model. Changes in net metering policies, demand response program structures, or interconnection requirements could materially limit the addressable market for NextNRG’s smart microgrid platform. Furthermore, the elimination or reduction of federal incentive programs, as described above, may reduce consumer and commercial demand for EV charging infrastructure, directly impacting demand for NextNRG’s integrated microgrid and charging solutions. 10 Risks Related to Ownership of Our Common Stock Our stock price is expected to fluctuate significantly. Our common stock is listed on The Nasdaq Capital Market under the symbol “NXXT.” There can be no assurance that an active trading market for our shares will be sustained. The market price of shares of our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including: ● actual or anticipated fluctuations in our financial condition and operating results; ● geopolitical developments affecting supply and demand for oil and gas and an increase or decrease in the price of fuel; ● actual or anticipated changes in our growth rate relative to our competitors; ● competition from existing companies in the space or new competitors that may emerge; ● issuance of new or updated research or reports by securities analysts; ● fluctuations in the valuation of companies perceived by investors to be comparable to us; ● share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; ● additions or departures of key management or technology personnel; ● disputes or other developments related to proprietary rights, including intellectual property, litigation matters, and our ability to obtain patent protection for our technologies; ● announcement or expectation of additional debt or equity financing efforts; ● sales of our common stock by us, our insiders or our other stockholders; and ● general economic and market conditions. These and other market and industry factors may cause the market price and demand for our common stock to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated to or disproportionate to the operating performance of the Company. A significant percentage of the Company’s common stock is held by a small number of shareholders. As of April 15, 2026, Mr. Farkas, our Chief Executive Officer and Executive Chairman, beneficially owns approximately 48.93% of our outstanding common stock, and our officers and directors collectively beneficially own approximately 58.05% of our outstanding common stock. As a result, these shareholders are able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions, including business combinations. In addition, the conversion of existing convertible notes, occurrence of sales of a large number of shares of our common stock, or the perception that these conversions or sales could occur, may affect our stock price and could impair our ability to obtain capital through an offering of equity securities. Furthermore, the current ratios of ownership of our common stock reduce the public float and liquidity of our common stock, which can in turn affect the market price of our common stock. 11 Our Amended and Restated Certificate of Incorporation includes an exclusive forum provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any derivative actions, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us, our directors, officers or employees. Our Amended and Restated Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company arising pursuant to any provision of the General Corporation Law of Delaware, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. To the extent that any such claims may be based upon federal law claims, Section 27 of the Securities Exchange Act of 1934, as amended, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such, the exclusive jurisdiction clauses of our Amended and Restated Certificate of Incorporation would not apply to such suits. The choice of forum provisions in our Amended and Restated Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. By agreeing to these provisions, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the choice of forum provisions in our Amended and Restated Certificate of Incorporation” to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition. We have never paid dividends on our capital stock, and we do not anticipate paying any dividends in the foreseeable future. Consequently, any gains from an investment in our common stock will likely depend on whether the price of our common stock increases. We have not paid dividends on any of our classes of capital stock to date and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of any future indebtedness we may incur could preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain from an investment in our common stock for the foreseeable future. Consequently, in the foreseeable future, you will likely only experience a gain from your investment in our common stock if the price of our common stock increases. If we fail to comply with the continued listing requirements of NASDAQ, we would face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for us. If we are unable to achieve and maintain compliance with such listing standards or other Nasdaq listing requirements in the future, we could be subject to suspension and delisting proceedings. A delisting of our common stock and our inability to list on another national securities market could negatively impact us by: (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) limiting our ability to use certain registration statements to offer and sell freely tradable securities, thereby limiting our ability to access the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees. We have elected to take advantage of specified reduced disclosure requirements applicable to an “emerging growth company” under the JOBS Act, the information that we provide to stockholders may be different than they might receive from other public companies. As a company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: ● only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; ● reduced disclosure about our executive compensation arrangements; 12 ● no non-binding advisory votes on executive compensation or golden parachute arrangements; and ● exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting and delaying the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. We have elected to take advantage of the above-referenced exemptions and we may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, we have more than $700 million in market value of our stock held by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. Additional stock offerings in the future may dilute your percentage ownership of our company. Given our plans and expectations that we may need additional capital and personnel, we may need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders. Item 2. Properties Description of Property We lease office space at 2999 NE 191 st Street, Aventura, FL 33180 and pay approximately $26,000 per month, including operating expenses and taxes. We currently sublet this property at a rate of $16,000 per month. We lease our current office space at 57 NW 183 rd Street, Miami, FL and pay $10,300 per month. Additionally, we have office space and parking for our trucks at our fuel supplier located at 2965 E. 11 th Ave., Hialeah, FL 33013 and pay $8,250 per month. We also have access to parking for our trucks at various locations of Palmdale Oil Company in Florida. Finally, we lease approximately 3,000 square feet of office space, located at 407 Lincoln Road, Ste. 9F, Miami Beach, FL 33139. The Company is not charged any fees for this arrangement. We believe our current office space is sufficient to meet our needs. Item 3. Legal Proceedings NEXT/INGLE HOLDINGS, LLC, a Delaware limited liability company, and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC, a Delaware limited liability company v. 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. 1:25-cv-9836 13 This 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 with JEA. 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. The 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. This matter is currently in its early stages and the pleadings have not yet closed. Defendants have filed a Motion to Dismiss. Oral arguments were held on April 9, 2026. 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 thereto. 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. COHEN 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 This 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 thereto. 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 condition. 14 PART II Item 8. Financial Statements and Supplementary Data Page Report of Independent Registered Public Accounting Firm PCAOB ID # 2738 F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F-4 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 15 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of NEXTNRG, Inc. and Subsidiaries Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of NEXTNRG, Inc. and Subsidiaries (the Company) as of December 31, 2025 and 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. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed 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. Management’s 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements that were communicated, or required to be communicated, to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The 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 it relates. Going Concern .As discussed in Note 1, the Company suffered a net loss from operations and has an accumulated deficit for the year ended December 31, 2025. Auditing 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. To 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. /s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2020 The Woodlands, TX April 15, 2026 F- 1 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Consolidated Balance Sheets For the Year ended For the Year ended December 31, 2025 December 31, 2024 Assets Current Assets Cash $ 384,140 $ 1,612,117 Accounts receivable - net 2,039,214 1,614,664 Inventory 609,861 126,400 Prepaids and other 152,831 42,509 Total Current Assets 3,186,046 3,395,690 Property and equipment - net 6,833,918 7,539,507 Intangible assets - net - 5,053,332 Deposit on future asset purchase - 2,035,283 Project Deposit - 3,929,161 Operating lease - right-of-use asset 608,170 61,151 Operating lease - right-of-use asset - related party 208,354 314,957 Operating lease - right-of-use asset 208,354 314,957 Deposits 226,865 49,041 Total Assets $ 11,063,353 $ 22,378,122 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 4,058,798 $ 1,721,526 Accounts payable and accrued expenses - related parties 1,968,557 1,546,451 Accounts payable and accrued expenses 1,968,557 1,546,451 Notes payable - net 9,641,069 20,276,979 Notes payable - related parties - net 11,629,847 10,773,000 Notes payable - net 11,629,847 10,773,000 Stock payable - related parties 520,000 - Operating lease liability 219,953 69,128 Operating lease liability - related party 116,317 103,799 Operating lease liability 116,317 103,799 Dividends payable (common stock) - related parties 147,500 258,271 Total Current Liabilities 28,302,041 34,749,154 Long Term Liabilities Notes payable - net 4,389,003 151,907 Operating lease liability 391,363 - Operating lease liability - related party 95,791 212,094 Operating lease liability 95,791 212,094 Total Long Term Liabilities 4,876,157 364,001 Total Liabilities 33,178,198 35,113,155 Commitments and Contingencies - Stockholders’ Deficit Convertible Preferred stock - Series A, $ 0.0001 par value; 513,000 shares designated 280,000 and 363,000 issued and outstanding, respectively 28 36 Convertible Preferred stock - Series B, $ 0.0001 par value; 150,000 shares designated 140,000 and none issued and outstanding, respectively 14 14 Preferred stock value 14 14 Common stock - $ 0.0001 par value, 500,000,000 shares authorized 142,426,924 and 106,707,827 shares issued and outstanding, respectively 14,240 10,667 Additional paid-in capital 134,250,385 54,789,949 Accumulated deficit ( 153,942,132 ) ( 67,535,699 ) Stockholders’ Deficit ( 19,677,465 ) ( 12,735,033 ) Non-controlling interest ( 2,437,380 ) - Total Stockholders’ Deficit ( 22,114,845 ) ( 12,735,033 ) Total Liabilities and Stockholders’ Deficit $ 11,063,353 $ 22,378,122 F- 2 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Consolidated Statements of Operations 2025 2024 For the Year Ended December 31, 2025 2024 Sales – net $ 81,835,279 $ 27,770,280 Costs and Expenses Cost of sales 74,928,249 25,983,342 Gross margin 6,907,030 1,786,938 General and administrative expenses 65,874,460 11,950,573 Depreciation and amortization 2,689,293 1,545,806 Impairment loss 8,535,825 - Total costs and expenses 77,099,578 13,496,379 Loss from operations ( 70,192,548 ) ( 11,709,441 ) Other income (expense) Interest income 8 283,193 Gain (loss) on settlement of liabilities ( 862,661 ) - Loss on debt extinguishment - related party - ( 907,500 ) Other income 150,183 305,030 Interest expense (including amortization of debt discount) ( 17,270,979 ) ( 9,367,915 ) Total other income (expense) - net ( 17,983,449 ) ( 9,687,192 ) Net loss ( 88,175,997 ) ( 21,396,633 ) Non-controlling interest ( 2,437,380 ) - Net loss attributable to NextNRG, Inc. stockholders ( 85,738,617 ) ( 21,396,633 ) Preferred stock dividend - payable on Series A convertible preferred stock - to be issued in common stock ( 427,814 ) ( 168,924 ) Preferred stock dividend - payable on Series B convertible preferred stock - to be issued in common stock ( 240,000 ) ( 89,347 ) Preferred stock dividend ( 240,000 ) ( 89,347 ) Net loss available to common stockholders - basic and diluted ( 86,406,431 ) ( 21,654,904 ) Per-Share Data Basic and diluted loss per share ( 0.72 ) ( 5.97 ) Weighted average number of shares - basic and diluted 122,109,697 3,586,399 F- 3 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Year Ended December 31, 2025 Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Series B - Convertible Series A - Convertible Preferred Stock Preferred Stock - Related Party Common Stock Additional Paid-in Accumulated Non-Controlling Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit January 1, 2025 363,000 $ 36 140,000 $ 14 106,707,827 $ 10,667 $ 54,789,949 $ ( 67,535,699 ) $ - $ ( 12,735,033 ) Contributed Capital - - - - - - 571,215.00 - - 571,215 Conversion of Series A to Common ( 83,000 ) ( 8 ) - - 375,566 38 ( 30 ) - - - Cash paid as direct offering cost - - - - - - ( 1,557,004 ) - - ( 1,557,004 ) Stock issued for cash - - - - 5,075,378 508 15,225,626 - - 15,226,134 Stock issued as loan extension fee - - - - 247,437 24 641,035 - - 641,059 Equity issued for loan fees - - - - 306,373 31 5,049,604 - - 5,049,635 Issuance of common stock for Series A dividend shares payable - - - - 184,504 18 509,219 - - 509,237 Issuance of common stock for Series B dividend shares payable - - - - 97,589 10 269,338 - - 269,348 Series A - convertible preferred stock dividends - payable in common stock - - - - - - - ( 427,816 ) - ( 427,816 ) Series B - convertible preferred stock dividends - payable in common stock - - - - - - - ( 240,000 ) - ( 240,000 ) Stock based compensation - related parties - - - - - - 17,333 - - 17,333 Stock issued for conversion of accounts payable - - - - 22,013 2 68,678 - - 68,680 Stock issued for conversion of notes payable - - - - 11,440,077 1,144 16,077,656 - - 16,078,800 Par value true up adjustment - - - - - - 1 - - 1 Non-controlling interest - - - - - - - - ( 2,437,380 ) ( 2,437,380 ) Stock issued for services - - - - 17,970,160 1,798 42,587,765 - - 42,589,563 Net loss - - - - - - - ( 85,738,617 ) - ( 85,738,617 ) December 31, 2025 280,000 28 140,000 14 142,426,924 $ 14,240 $ 134,250,385 $ ( 153,942,132 ) $ ( 2,437,380 ) $ ( 22,114,845 ) F- 4 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Year Ended December 31, 2024 Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Series B - Convertible Series A - Convertible Preferred Stock Preferred Stock - Related Party Common Stock Additional Paid-in Accumulated Non-Controlling Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit December 31, 2023 363,000 $ 36 140,000 $ 14 101,806,612 $ 10,217 $ 43,478,200 $ ( 45,880,795 ) - $ ( 2,392,328 ) Contributed Capital - - - - - - 168,700 - 168,700 Stock based compensation - related parties - - - - 224,820 21 268,658 - - 268,679 Stock issued for cash - related party - - - - - - - - Stocks issued for accounts payable - - - - 2,703 - - - - Stocks issued in connection with loan interest expense - related party - - - - - - - - - Stock issued as debt issue costs - related party - - - - 425,978 40 1,674,461 - - 1,674,501 Stock issued for services - - - - 212,730 22 187,963 - - 187,985 Conversion of debt - - - - 3,525,341 316 8,104,498 - - 8,104,814 Issuance of previously issuable common stock - related party - - - - 242,000 24 ( 24 ) - - Loss on debt extinguishment - related party - - - - - - 907,500 - - 907,500 Stock issued as deposit for future asset purchase - - - - 201,613 20 - - 20 Reverse split true up adjustment - - - - 66,030 7 ( 7 ) - - - Series A and B - convertible preferred stock dividends - payable in common stock - - - - - - - ( 258,271 ) - ( 258,271 ) - Net loss - - - - - - - ( 21,396,633 ) - ( 21,396,633 ) December 31, 2024 363,000 36 140,000 14 106,707,827 $ 10,667 $ 54,789,949 $ ( 67,535,699 ) $ - $ ( 12,735,033 ) F- 5 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Consolidated Statements of Cash Flows (Indirect Method) Year Ended December 31, 2025 and 2024 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss ( 88,175,997 ) ( 21,396,633 ) Adjustments to reconcile net loss to net cash used in operations: Depreciation and amortization 2,385,028 1,545,806 Impairment loss – project deposit 3,929,161 - Impairment loss – intangible assets 4,606,664 - Impairment of fixed assets - 13,422 Contributed capital 571,215 168,700 Amortization of operating lease – right-of-use asset – related parties 106,603 55,791 Amortization of operating lease – right-of-use asset – non related parties - 236,243 Amortization of debt discount 5,697,124 5,352,448 Loss on settlement of liabilities – notes 3,965,801 907,500 Bad Debt Expense ( 5,654 ) - Default penalty, note extension fee, and imputed interest 5,690,654 4,475,564 Bad debt expense - 50,581 Stock issued for services 42,589,563 187,968 Stock-based compensation – related party 17,333 268,667 Changes in operating assets and liabilities: Accounts receivable ( 418,896 ) ( 427,899 ) Inventory ( 483,461 ) 7,657 Prepaids and other current assets ( 110,322 ) 183,974 Security deposits ( 181,595 ) - Accounts payable and accrued expenses 2,405,951 803,810 Accounts payable and accrued expenses – related party 2,502,104 1,528,173 Stock payable – related party 520,000 - Operating lease liability – non related parties ( 4,831 ) ( 246,880 ) Operating lease liability – related party ( 103,785 ) 27,899 NET CASH USED IN OPERATING ACTIVITIES ( 14,497,300 ) ( 6,257,209 ) 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 ) Project deposit - ( 3,929,161 ) Purchase of fixed assets - ( 5,696,384 ) Advances – related party - ( 17,150 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES - ( 11,677,978 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of Series B preferred stock – related party - 1,400,000 Proceeds from notes payable 18,977,110 14,651,722 Repayments on notes payable ( 23,845,988 ) ( 825,679 ) Proceeds from notes payable – related party 2,001,594 3,300,000 Repayments on notes payable – related party ( 1,110,000 ) - Proceeds from common stock issued for cash 15,226,134 - Cash paid for direct offering costs ( 1,557,005 ) - Equify 3,577,478 - NET CASH PROVIDED BY FINANCING ACTIVITIES 13,269,323 18,526,043 NET (DECREASE) INCREASE IN CASH ( 1,227,977 ) 590,856 Cash – beginning of year 1,612,117 1,021,261 Cash – end of year 384,140 1,612,117 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest 909,000 185,742 Cash paid for income taxes - - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Contributed capital - 168,700 Recognition of new operating lease – non related party 779,935 - Reclassification of prior period deposit to vehicle purchase 1,232,771 - Conversion of notes payable to common stock 16,078,800 9,796,696 Conversion of accrued interest – related party – to common stock - 474,196 Stock issued for conversions of accounts payable 68,680 - Debt discount / OID – non related party notes (stock for loan fees) - 1,674,461 Debt discount / OID – related party note (Farkas 4%) 175,000 1,404,227 Acquisition of Stat-EI assets (intangible / deposits) - 3,700,000 Payment of Series A preferred stock dividends in common stock 427,814 - Payment of Series B preferred stock dividends in common stock 240,000 Series A Preferred Dividends accrued (payable in common stock) 427,814 - Series B Preferred Dividends accrued (payable in common stock) 240,000 - Conversion of Series A preferred stock to common stock 39 - F- 6 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Note 1 - Organization and Nature of Operations Organization and Nature of Operations NextNRG, Inc. (formerly known as EzFill Holdings, Inc.) and Subsidiaries (“Next”, “NextNRG,” “we,” “our” or “the Company”), was incorporated on April 20, 2016, in the State of Florida. 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. EzFill-FL, 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 Delaware. Schedule of Organizational Structure Organizational Structure Company Name Incorporation Date State of Incorporation NextNRG Holding Corp. April 20, 2016 Nevada NextNRG, Inc. (f/k/a EzFill Holdings, Inc.) March 28, 2019 Delaware NextNRG Ops, LLC (f/k/a NextNRG, LLC) August 31, 2023 Delaware Next/Ingle Holdings, LLC * December 3, 2024 Delaware NextCharging, LLC January 21, 2025 Delaware EzFill Operations, LLC April 24, 2025 Nevada Neighborhood Fuel Holdings, LLC Inactive Inactive NextNRG Topanga Microgrid LLC August 21, 2025 California NextNRG Sunnyside Microgrid LLC August 21, 2025 California * The Company owns 50% of this entity, the remaining 50% is a component of our non-controlling interest. Common Control Merger (Related Party) Transaction Overview On 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. On 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. On 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. The 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. F- 7 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Prior 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 Market. Transaction Closing On February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended, was completed. 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. Corporate Name Change On February 13, 2025, the Company changed its name from EzFill Holdings, Inc. to NextNRG, Inc. Business Overview of NextNRG 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. At 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. NextNRG 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. Common Control Determination The 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. Key factors included in our assessment of common control are as follows: ● Company Control: ○ Mr. Farkas controlled more than 20% of the Company prior to December 31, 2023, as the largest individual shareholder; ○ As the primary debt lender prior to and at the time of the merger, Mr. Farkas had the ability to influence critical financial decisions; ○ The 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. Farkas; and ○ On the date of merger, Mr. Farkas controlled approximately 70 % of the Company. ● Next Holding Control: ○ Mr. Farkas concurrently exercised control over Next Holding prior to December 31, 2023. F- 8 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Accounting Treatment As 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. At the date of acquisition, Mr. Farkas owned approximately 70 % of the Company and 67 % of Next Holding. For the following discussion, see authoritative guidance throughout ASC 805-50, 260-10 and ASC 280: 1. Retention of Historical Carrying Amounts The acquired entity’s assets and liabilities are recorded at their historical carrying amounts. 2. Pooling-of-Interests Approach The 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 method. 3. Retrospective Application to Financial Statements The historical financial statements are adjusted as if the merger had occurred at the beginning of the earliest period presented. By doing so, all periods in the financial statements are made comparable, reflecting the merger’s effects consistently. 4. Equity Adjustments Adjustments to additional paid-in capital (“APIC”) and retained earnings are made to reconcile historical balances. Historical retained earnings (deficit) are combined and consolidated. 5. Earnings per Share (“EPS”) ● 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 (i.e. a stock dividend or split). ● Only vested shares are included in diluted EPS. 6. Goodwill and Intangible Assets In a common control merger, the Company will not recognize goodwill or intangible assets. 7. Segment Reporting The 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. Common Control Transactions and Equity Adjustments As 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. Although 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. F- 9 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements In 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. These equity adjustments had no impact on the Company’s consolidated net income, cash flows, or total stockholders’ deficit. The Company may continue to evaluate and adjust legacy intercompany equity positions in future periods as part of its ongoing consolidation process. The 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 control. These are adjustments recorded directly to APIC and do not reflect third-party capital transactions. Chief Executive Officer Transition On 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. Mr. Farkas, previously the Chief Executive Officer of Next Holding, is also the significant controlling stockholder of the Company’s issued and outstanding common stock. Chief Financial Officer Transition On 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. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Liquidity and Going Concern As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2025, the Company had: ● Net loss available to common stockholders of $ 86,406,431 ; and ● Net cash used in operations was $ 14,497,300 Additionally, at December 31, 2025, the Company had: ● Accumulated deficit of $ 153,942,132 ● Stockholders’ deficit of $ 22,114,845 ; and ● Working capital deficit of $ 25,115,995 The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for the debt based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations. F- 10 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $ 384,140 at December 31, 2025. The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2026, and our current capital structure including equity-based instruments and our obligations and debts. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Expand into new and existing markets (commercial and residential); ● Obtain additional debt and/or equity based financing for growth; ● Collaborations with other operating businesses for strategic opportunities; and ● Acquire other businesses to enhance or complement our current business model while accelerating our growth. Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, “Consolidation”. In accordance with ASC 810-10, consolidation applies to: ● Entities with more than 50% voting interest, unless control is not with the Company; and ● Variable 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. All intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments and relationships to assess consolidation requirements. Business Combinations, Asset Acquisitions, and Reverse Acquisitions The Company accounts for acquisitions in accordance with ASC 805, “Business Combinations,” and applicable SEC reporting requirements under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure requirements. Business Combinations For transactions classified as business combinations, the Company: ● Recognizes and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests at their fair values at the acquisition date (ASC 805-20-25-1). ● Records 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). ● Expenses acquisition-related costs as incurred, per ASC 805-10-25-23. ● Uses 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. Significant judgments in fair value determinations include: ● Intangible asset valuations, based on estimates of future cash flows and discount rates. ● Useful life assessments, impacting amortization and financial results. ● Contingent consideration, which is remeasured at fair value through earnings per ASC 805-30-35-1. F- 11 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements For SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant. The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests. Asset Acquisitions For transactions classified as asset acquisitions under ASC 805-50, the Company: ● Applies 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). ● Allocates 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). The classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen test. Incorrect classification can materially impact: ● The recognition of goodwill (only in business combinations). ● The measurement and presentation of acquired assets and assumed liabilities. ● The Company’s financial position and results of operations. Reverse Acquisitions A reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the accounting acquiree, and the entity whose equity interests are acquired (the legal acquiree) is identified as the accounting acquirer under ASC 805-40, “Reverse Acquisitions.” Accounting for Reverse Acquisitions ● The legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its assets, liabilities, and operations are measured at historical cost. ● The legal acquirer (accounting acquiree) is recognized at fair value, similar to a business combination. ● No goodwill is recognized, as the transaction is considered a capital reorganization rather than an acquisition of a business per ASC 805-40-30-2. ● The 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. Disclosure Requirements for Reverse Acquisitions Under SEC Regulation S-X, Rule 3-05, and Regulation S-K, Items 101 and 303, the Company must disclose: ● A detailed description of the transaction, including how control was obtained. ● A comparative analysis of financial statements before and after the acquisition. ● Pro 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. ● Changes in governance, management, and operations post-acquisition. For SEC registrants, a reverse merger with a public shell company may also trigger “Super 8-K” reporting requirements under SEC Form 8-K, Item 2.01, requiring disclosure within four business days of the transaction closing. F- 12 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Regulatory and Financial Reporting Considerations For SEC registrants, acquisitions may trigger additional disclosure and reporting requirements: ● Regulation S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w). ● Regulation S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Company’s business operations. ● Regulation 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). ● Regulation S-X, Article 11: Requires pro forma financial statements if the acquisition is significant. ● Form 8-K, Item 2.01: Immediate reporting requirements for material acquisitions, including reverse mergers. The Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC 805, SEC reporting requirements, and regulatory guidance. Segment Reporting The Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their reportable operating segments. ASC 280-10-50-1 states that an operating segment is a component of a public entity that: ● Engages in business activities from which it may earn revenues and incur expenses; ● Has 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; and ● Has discrete financial information available. Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a consolidated basis, the company may report as a single 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. Application of ASU 2023-07 – Segment Reporting In October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements 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. The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements. Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material. In accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively. The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances. F- 13 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Significant 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 leases ● Uncertain tax positions ● Valuation allowance on deferred tax assets Risks and Uncertainties The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions, supply chain constraints, and liquidity challenges. In accordance with ASC 275, “Risks and Uncertainties,” the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include: 1. Industry Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by industry trends, seasonality, and shifts in market demand. 2. 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. 3. 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. Given these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures to mitigate their potential impact. Fair Value of Financial Instruments The 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. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the Company’s principal market or, if none exists, the most advantageous market for the asset or liability. Fair Value Hierarchy ASC 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. F- 14 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements The classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income approaches, as well as assumptions about market conditions, pricing, and other factors. Fair Value Determination and Use of External Advisors The Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable values or future fair values. Financial Instruments Carried at Historical Cost The Company’s financial instruments—including cash, accounts receivable, accounts payable, and accrued expenses (including related party balances)—are recorded at historical cost. As of December 31, 2025 and 2024, respectively, the carrying amounts of these instruments approximated their fair values due to their short-term maturities. Fair Value Option Under ASC 825 ASC 825-10, Financial Instruments, permits entities to elect the fair value option for certain financial assets and liabilities. This election is made on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If elected, unrealized gains and losses are recognized in earnings at each reporting date. The Company has not elected the fair value option for any of its outstanding financial instruments. Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2025 and 2024, respectively, the Company did no t have any cash equivalents. The 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 Federal Deposit Insurance Corporation (“FDIC”), which is $ 250,000 . At December 31, 2025 and 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits. Investments The Company accounts for available-for-sale (AFS) debt securities in accordance with FASB ASC 320, Investments—Debt and Equity Securities. These securities are recorded at fair value, with unrealized gains and losses recognized as a component of other comprehensive income (OCI) unless deemed other-than-temporary, per ASC 320-10-35-1. Recognition of Gains, Losses, and Amortization ● Realized gains and losses, including impairments, are recorded in net income in accordance with ASC 320-10-35-25. ● Cost basis for sales is determined using the first-in, first-out (FIFO) method, per ASC 320-10-35-4. ● Premiums 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. F- 15 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Impairment Assessment The Company evaluates AFS debt securities for other-than-temporary impairment (OTTI) in accordance with ASC 320-10-35-33 to 35. The assessment considers: ● The extent and duration of declines in fair value below amortized cost, ● The financial condition and creditworthiness of the issuer, and ● The Company’s intent and ability to hold the security until recovery. If an OTTI is identified, the impairment loss is recognized in earnings as the difference between the amortized cost and the fair value of the security, per ASC 320-10-35-34. The new fair value becomes the adjusted cost basis, and subsequent recoveries are not recognized in earnings (ASC 320-10-35-35). During the years ended December 31, 2025 and 2024, respectively, there were no impairments taken. Investment Activity For the years ended December 31, 2025, and 2024, the Company received proceeds of $ 0 and $ 0 , respectively, from the sale and liquidation of its investment portfolio. Realized losses, including bond premium amortization, were $ 0 and $ 0 for the years ended December 31, 2025, and 2024, respectively. Accounts Receivable The Company accounts for accounts receivable in accordance with FASB ASC 310, Receivables. Receivables are recorded at their net realizable value, which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7). The Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require collateral, and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4). Allowance for Doubtful Accounts Management periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed. The allowance is determined based on: ● A review of outstanding accounts, ● Historical collection experience, and ● Current economic conditions (ASC 310-10-35-9). Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10). Applicability of ASC 326 (“CECL”) The Company has assessed the applicability of ASC 326, Financial Instruments—Credit Losses (CECL), which requires an expected credit loss model for financial assets measured at amortized cost. However, ASC 326 primarily applies to financial institutions and entities with long-term financing receivables. F- 16 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Since the Company’s accounts receivable are short-term trade receivables that do not meet the scope requirements of ASC 326-20-15-2, it continues to apply the incurred loss model under ASC 310 for estimating credit losses. The following is a summary of the Company’s accounts receivable at December 31, 2025 and 2024: Schedule of Accounts Receivable December 31, 2025 December 31, 2024 Accounts receivable $ 2,108,395 $ 1,696,436 Less: allowance for doubtful accounts 69,181 81,772 Accounts receivable – net $ 2,039,214 $ 1,614,664 For the years ended December 31, 2025 and 2024, bad debt was as follows: Schedule of Bad Debt December 31, 2025 December 31, 2024 Bad debt expense $ 5,654 $ 41,836 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. Inventory The Company accounts for inventory in accordance with FASB ASC 330, Inventory. Inventory consists solely of fuel and is stated at the lower of cost or net realizable value (“LCNRV”) using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1. Inventory Valuation and Reserve Assessment Management assesses the recoverability of inventory each reporting period and establishes reserves for potential inventory write-downs when necessary. The Company evaluates factors such as: ● Market conditions affecting fuel prices, ● Net realizable value based on estimated selling price, and ● Inventory turnover trends (ASC 330-10-35-2). For the years ended December 31, 2025 and 2024, respectively, the Company did no t record any provisions for inventory obsolescence or impairment. At December 31, 2025 and 2024, the Company had inventory of $ 609,861 and $ 126,400 , respectively. Concentrations The Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, Risks and Uncertainties. These risks may arise from customer concentrations, vendor reliance, geographic dependence, or other economic factors that could materially impact the Company’s financial position, results of operations, and cash flows. A concentration exists when a single customer, supplier, or market accounts for a significant portion (typically greater than 10%) of the Company’s total revenues, accounts receivable, or vendor purchases (ASC 275-10-50-16). F- 17 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Customer and Sales Concentrations The Company’s revenue stream may be dependent on a limited number of key customers. A loss of any significant customer, a decline in demand from such customers, or a deterioration in their financial condition could negatively impact the Company’s future revenues and profitability. Accounts Receivable Concentrations The Company extends credit to customers based on their financial strength, payment history, and other relevant factors. A significant concentration of accounts receivable from a limited number of customers could expose the Company to credit risk and potential collection issues. The Company regularly evaluates the creditworthiness of its customers and may require advance payments, letters of credit, or other credit enhancements to mitigate risks. Vendor and Supplier Concentrations The Company relies on a limited number of vendors for certain key materials or services. A disruption in supply, changes in pricing, or financial instability of a major supplier could materially impact the Company’s ability to procure necessary materials, leading to increased costs, delays in production, or operational disruptions. The Company continuously assesses vendor relationships and explores alternative suppliers when necessary to mitigate supply chain risks. Concentration Summary The following table presents customers and vendors that individually accounted for more than 10% of total sales, accounts receivable, or vendor purchases in the comparative periods presented: Schedule of Concentration of Risk Sales Year Ended December 31, Customer 2025 2024 A 6.43 % 20.19 % B 3.10 % 9.72 % C 52.16 % - % Total 29.91 % 29.91 % Accounts Receivable Year Ended December 31, Year Ended December 31, Customer 2025 2024 A 22.42 % 37.56 % B 4.22 % 8.54 % C 20.17 % - % D 10.73 % 5.59 % Total 46.10 % 46.10 % Vendor Purchases Year Ended December 31, Vendor 2025 2024 A 19.37 % 40.48 % B 11.02 % 34.43 % C 4.74 % 13.69 % D 59.89 % 1 % Total 98.60 % 98.60 % F- 18 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Management’s Risk Mitigation Strategies To address these risks, the Company implements the following strategies: ● Diversification of Customer Base – Actively seeking new customers to reduce reliance on a small number of key accounts. ● Credit Risk Management – Regularly reviewing customer creditworthiness and adjusting credit terms as necessary. ● Supplier Contingency Planning – Identifying alternative vendors to mitigate the impact of potential supply chain disruptions. The Company continuously monitors these risks and adjusts its business strategies to reduce its exposure to customer, credit, and supplier risks, ensuring financial stability and operational continuity. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation, in accordance with ASC 360, “Property, Plant, and Equipment.” Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance expenditures that do not materially extend the useful life of an asset are expensed as incurred. Significant improvements or upgrades that increase the asset’s productivity, efficiency, or useful life are capitalized. Upon disposal or sale of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations, in accordance with ASC 360-10-40-5. The Company evaluates the carrying value of property and equipment whenever events or changes in circumstances indicate that the asset may be impaired. If impairment indicators exist, the Company assesses recoverability based on the undiscounted future cash flows expected from the use and disposition of the asset. If the carrying amount exceeds the estimated recoverable amount, an impairment loss is recognized in accordance with ASC 360-10-35-17. See note 3 for discussion of impairments of long lived assets. Impairment of Long-lived Assets including Internal Use Capitalized Software Costs The Company evaluates the recoverability of long-lived assets, including identifiable intangible assets and internal-use capitalized software costs, in accordance with FASB ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. An impairment review is triggered when events or circumstances indicate that the carrying value of an asset group may not be recoverable. Factors considered include, but are not limited to: ● Significant changes in expected performance compared to prior forecasts, ● Changes in asset utilization, including discontinued or modified use, ● Negative industry or economic trends that impact asset value, and ● Strategic shifts in the Company’s business operations (ASC 360-10-35-21). Impairment Assessment Process When impairment indicators exist, the Company performs a recoverability test by comparing the undiscounted future cash flows expected to be generated from the use and ultimate disposition of the asset group to its carrying amount (ASC 360-10-35-17). ● If the undiscounted cash flows exceed the carrying amount, no impairment is recognized. ● If 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). F- 19 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Internal-Use Software Considerations For internal-use capitalized software, impairment is assessed under ASC 350-40-35, which requires evaluation when: ● A software project is abandoned or significantly modified, ● The software is no longer expected to provide substantive economic benefit, or ● The software is expected to be replaced by newer technology. Impairment Results For the years ended December 31, 2025, and 2024, the Company recorded an impairment loss of $ 0 and $ 13,422 , respectively, related to various 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. See Note 3 for further discussion of long-lived asset impairments. Derivative Liabilities The Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging. Accounting for Derivative Liabilities Derivative liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as a gain or loss on derivative remeasurement (ASC 815-40-35-4). The Company uses a binomial pricing model to determine the fair value of these instruments. Conversion and Extinguishment of Derivative Liabilities When a debt instrument with an embedded conversion option (e.g., convertible debt or warrants) is converted into shares of common stock or repaid, the Company: ● Records the newly issued shares at fair value; ● Derecognizes all related debt, derivative liabilities, and unamortized debt discounts; and ● Recognizes a gain or loss on debt extinguishment, if applicable (ASC 470-50-40-2). For equity-based derivative liabilities (e.g., warrants) that are extinguished, any remaining liability balance is reclassified to additional paid-in capital (ASC 815-40-35-9). Reclassification of Equity Instruments to Liabilities Equity instruments initially classified as equity may be reclassified as liabilities if they no longer meet equity classification criteria under ASC 815-40-25. In such cases, they are remeasured at fair value on the date of reclassification, with changes recognized in earnings (ASC 815-40-35-8). F- 20 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Derivative Liability Balances As of December 31, 2025, and 2024, the Company had no derivative liabilities outstanding. Original Issue Discounts and Other Debt Discounts The Company accounts for original issue discounts (“OID”) and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation of Interest. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense over the term of the debt using the effective interest method, unless the straight-line method is materially similar (ASC 835-30-35-2). Original Issue Discounts (OID) For 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. The discount is amortized to interest expense over the term of the debt in the Consolidated Statements of Operations. Stock and Other Equity Issued with Debt The Company may issue common stock or other equity instruments in connection with debt issuance. When stock is issued, it is recorded at fair value and treated as a debt discount, reducing the carrying amount of the note. These discounts are amortized to interest expense over the life of the debt (ASC 470-20-25-2). The combined debt discounts, including OID and stock-related discounts, cannot exceed the face amount of the debt (ASU 2020-06). Debt Issuance Costs Debt issuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense over the life of the debt in accordance with ASC 835-30-45-1. These costs are presented as a direct deduction from the carrying amount of the debt liability rather than as a separate asset (ASC 835-30-45-3). Right of Use Assets and Lease Obligations The Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1). The Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2. The Company’s leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the consolidated balance sheet. Short-Term Leases The Company has elected the short-term lease exemption allowed under ASC 842-20-25-2, whereby leases with a term of 12 months or less are not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term. Lease Term and Renewal Options In determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised, as required by ASC 842-10-30-1. Factors considered include: ● The useful life of leasehold improvements relative to the lease term, ● The economic performance of the business at the leased location, ● The comparative cost of renewal rates versus market rates, and ● The presence of any significant economic penalties for non-renewal (ASC 842-10-55-26). If a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease payments. The Company’s operating leases contain renewal options with no residual value guarantees. Currently, management does not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations. F- 21 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Discount Rate and Lease Liability Measurement Since the implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate it would incur to borrow on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3). Lease Impairment In accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the years ended December 31, 2025, and 2024. See Note 7 for details on third-party and related-party operating leases. Revenue Recognition The 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 in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company generates revenue from mobile fuel sales, which can be purchased as a one-time transaction or through a monthly membership. Revenue from fuel sales is recognized at the time of delivery, and membership revenue is recognized at the end of each month, reflecting the satisfaction of the performance obligation over time within a one-month membership cycle. The Company follows the five-step revenue recognition model outlined in ASC 606-10-05-4: 1. Identify the Contract with a Customer A contract exists when the following criteria are met, per ASC 606-10-25-1: ● The contract creates enforceable rights and obligations between the Company and the customer. ● The contract has commercial substance (i.e., it affects the Company’s cash flows). ● The payment terms are identified, and the consideration is determinable. ● It is probable that the Company will collect the consideration in exchange for the goods or services transferred. Contracts for mobile fuel sales and memberships meet these criteria. Collectability is assessed based on historical customer payment trends and credit risk in accordance with ASC 606-10-25-5. F- 22 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements 2. Identify the Performance Obligations in the Contract A performance obligation is a distinct good or service promised in the contract that is both capable of being distinct and distinct in the context of the contract, per ASC 606-10-25-19. The Company has determined that its contracts, based on sales type, contain two distinct performance obligations: ● Fuel Sales – The delivery of fuel to a customer, with revenue recognized at the point of delivery. ● Membership Fees – Monthly membership services, with revenue recognized over time within a one-month membership cycle, as the customer benefits from access to services throughout the period. These performance obligations are not bundled or combined, as each service is separately identifiable, in accordance with ASC 606-10-25-22. 3. Determine the Transaction Price The transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services to the customer, per ASC 606-10-32-2. The Company’s transaction price considerations include: ● Fixed consideration – Prices are clearly stated and do not vary based on performance. ● No variable consideration – The Company does not formally offer refunds, rebates, or pricing incentives. During the years ended December 31, 2025 and 2024, respectively, the Company granted insignificant discounts of less than 1% of total revenues. ● No financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15. 4. Allocate the Transaction Price to Performance Obligations For contracts with a single performance obligation, the entire transaction price is allocated to that obligation, per ASC 606-10-32-40. If a contract included multiple performance obligations, the transaction price would be allocated based on relative standalone selling prices (“SSP”) as required by ASC 606-10-32-28. The standalone selling price is determined based on observable sales data. The Company’s fuel sales and memberships each have a distinct standalone selling price, eliminating the need for allocation adjustments. 5. Recognize Revenue When (or As) Performance Obligations Are Satisfied Revenue 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. ● Fuel Sales: Control transfers at the time of fuel delivery, at which point revenue is recognized. ● Membership Fees: Revenue is recognized over time within a one-month cycle, as customers receive continuous access to fuel delivery services throughout the month. The Company does not recognize revenue based on customer invoicing dates; instead, it ensures revenue recognition aligns with the actual satisfaction of performance obligations per ASC 606-10-25-31. F- 23 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Principal vs. Agent Considerations In evaluating whether the Company acts as a principal or an agent in its fuel sales transactions, the Company applies the guidance in ASC 606-10-55-36 through 55-40. The Company has determined that it is the principal in these transactions based on the following factors: ● The Company controls the fuel before it is transferred to the customer. ● The Company has discretion in pricing, as it sets the selling price of fuel. ● The Company is responsible for fulfilling the obligation of delivering fuel to the customer. ● The Company is exposed to inventory risk, as it procures and holds fuel before sale. Based on these factors, the Company recognizes revenue on a gross basis, as it is the principal in fuel sales transactions in accordance with ASC 606-10-55-37A. Summary of Compliance with ASC 606 and ASU Updates Revenue Stream Performance Obligation Recognition Timing Consideration Type Fuel Sales 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 Contract Liabilities (Deferred Revenue) Contract liabilities represent amounts received from customers before the satisfaction of performance obligations, which are subsequently recognized as revenue upon fulfillment. Under ASC 606-10-45-2, the Company discloses contract balances related to deferred revenue when applicable. Any prepayments received for fuel deliveries or memberships are classified as contract liabilities until revenue recognition criteria are met. As of December 31, 2025 and 2024, the Company had $ 0 deferred revenue. The following represents the Company’s disaggregation of revenues for the years ended December 31, 2025 and 2024: Schedule of Disaggregation of Revenue Year Ended December 31, 2025 2024 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 79,001,833 96.54 % $ 26,694,186 96.13 % Other 2,833,446 3.46 % 1,076,093 3.87 % Total Sales $ 81,835,279 100.00 % $ 27,770,279 100.00 % Cost of Sales Cost of sales consists of direct expenses incurred in the delivery of the Company’s products and services. These costs primarily include: ● Fuel Costs – The cost of procuring fuel for resale, including fluctuations in market pricing, supplier agreements, and transportation expenses. ● Driver Wages and Benefits – Compensation, payroll taxes, and employee benefits associated with the Company’s delivery personnel. Cost of sales is recognized in the same period as the related revenue in accordance with FASB ASC 705, Cost of Sales and Services. The Company regularly evaluates its cost structure to ensure efficient fuel procurement and operational cost management. F- 24 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Income Taxes The Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences reverse (ASC 740-10-30-8). The effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment date (ASC 740-10-45-4). Uncertain Tax Positions The Company evaluates uncertain tax positions in accordance with ASC 740-10-25, which requires that a tax position be recognized in the financial statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities. As 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). The 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. Valuation of Deferred Tax Assets The Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible temporary differences. Under ASC 740-10-30-5, a valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering both positive and negative evidence (ASC 740-10-30-16). Factors Considered in Valuation Allowance Assessment The Company evaluates multiple factors in determining whether a valuation allowance is necessary, including: ● Historical earnings trends (cumulative pre-tax income or losses in the most recent three-year period) ● Future financial projections, including expected taxable income based on long-term estimates of business performance and market conditions ● Statutory carryforward periods for net operating losses and other deferred tax assets ● Prudent and feasible tax planning strategies that could impact the realization of deferred tax assets ● Nature and predictability of temporary differences and the timing of their reversal ● Sensitivity of financial forecasts to external factors such as commodity prices, market demand, and operational risks While cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation allowance determination is not solely based on past losses—all available positive and negative evidence must be considered. F- 25 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Valuation Allowance Determination At December 31, 2025 and 2024, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $ 0 . This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24). The Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future if sufficient positive evidence emerges to support their realization. Advertising Costs Advertising costs are expensed as incurred, in accordance with ASC 720-35, “Advertising Costs.” These costs are recognized as operating expenses in the period in which they are incurred and are classified within general and administrative expenses in the consolidated statements of operations. The Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral under ASC 720-35-25-1. The Company recognized $ 346,223 and $ 164,296 in marketing and advertising costs during the years ended December 31 2025 and 2024, respectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” using the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, typically the vesting period. ASC 718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may be settled using equity instruments. In compliance with ASU 2018-07, the Company applies the fair value method for equity instruments granted to both employees and non-employees, aligning non-employee share-based payment accounting with that of employees. The fair value of stock-based compensation is determined as of the grant date or the measurement date (i.e., when the performance obligation is completed) and is recognized over the vesting period in accordance with ASC 718. The Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions: ● Exercise price – The agreed-upon price at which the option can be exercised. ● Expected dividends – The anticipated dividend yield over the expected life of the option. ● Expected volatility – Based on historical stock price fluctuations. ● Risk-free interest rate – Derived from U.S. Treasury securities with similar maturities. ● Expected life of the option – Estimated based on historical exercise patterns and contractual terms. Additionally, the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based compensation, including: ● The treatment of tax benefits and tax deficiencies in income tax reporting. ● The option to recognize forfeitures as they occur rather than estimating them upfront. ● Cash flow classification for certain tax-related transactions. The 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. F- 26 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Stock Warrants In connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may issue warrants to purchase shares of its common stock. These standalone warrants are not puttable or mandatorily redeemable by the holder and are classified as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity.” The fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model, consistent with the guidance in ASC 718-10-30. However, if warrants meet the definition of derivative liabilities under ASC 815, “Derivatives and Hedging,” fair value is determined using a binomial pricing model or other appropriate valuation techniques, as required by ASC 815-40-15. Accounting Treatment of Warrants ● Warrants issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital (APIC), in accordance with ASC 815-40-25. ● Warrants issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no service period exists, as per ASC 718-10-25. ● Warrants classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with changes recognized in earnings, following ASC 815-40-35. Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings Per Share.” The calculation of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding, including certain other shares committed to be issued. Basic Earnings Per Share (EPS) Basic EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows: ● Net earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings to participating securities. ● Losses are not allocated to participating securities in accordance with ASC 260-10-45-61. ● The denominator includes common shares outstanding and certain other shares committed to be issued, such as restricted stock and restricted stock units (“RSUs”), for which no future service is required. F- 27 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Diluted Earnings Per Share (EPS) Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45. ● Diluted EPS is computed by taking the sum of: ○ Net earnings available to common shareholders ○ Dividends on preferred shares ○ Dividends on dilutive mandatorily redeemable convertible preferred shares ○ Divided by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common stock equivalents during the period, such as: ■ Stock options ■ Warrants ■ Convertible preferred stock ■ Convertible debt ● Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62. Net Loss Per Share Considerations In computing net loss per share, unvested shares of common stock are excluded from the denominator, as required by ASC 260-10-45-48. Participating Securities & Share-Based Compensation Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively. Therefore: ● Before the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security under ASC 260-10-45-59. ● RSUs granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend equivalents are forfeitable (ASC 718-10-25). The following potentially dilutive equity securities outstanding as of December 31, 2025 and 2024 were as follows: Schedule of Dilutive Equity Securities Outstanding December 31, 2025 December 31, 2024 Series A, preferred stock 61,810 1,644,022 Series B, preferred stock 724,638 724,638 Series A, preferred stock - dividends 31,706 61,204 Series B, preferred stock - dividends 21,739 32,372 Warrants (vested) 2,735,895 46,344 Total common stock equivalents 3,575,788 2,508,580 Series 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. See Note 8. Warrants included as common stock equivalents represent those that are fully vested and exercisable. See Note 8. Based on the potential common stock equivalents noted above at December 31, 2025, the Company has sufficient authorized shares of common stock ( 500,000,000 ) to settle any potential exercises of common stock equivalents. On 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. F- 28 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Related Parties The Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k). Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties include, but are not limited to: ● Principal owners of the Company. ● Members of management (including directors, executive officers, and key employees). ● Immediate family members of principal owners and members of management. ● Entities affiliated with principal owners or management through direct or indirect ownership. ● Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other. A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests. The Company discloses all material related party transactions, including: ● The nature of the relationship between the parties. ● A description of the transaction(s), including terms and amounts involved. ● Any amounts due to or from related parties as of the reporting date. ● Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements. Disclosures 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 material related party transactions and their effects on the financial position and results of operations. ● See Notes 1, 10 and 12, which discusses a common control merger between Next and EZFL, after year end, on February 13, 2025 ● See Note 4 which includes accrued interest payable – related parties. ● See Notes 5 and 12 for a discussion of related party debt. ● See Note 7 regarding right-of-use operating lease with the Company’s Chief Technology Officer. ● See Note 8 for a discussion of equity transactions with certain officers and directors. Related Party Agreement with Company owned by Daniel Arbour In 2023, the Company entered into a consulting agreement with an affiliate of a board member to provide services as an outsourced chief revenue officer. 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. See Note 7. Related Party Agreement with Company owned by Avishai Vaknin In 2023, the Company entered into a services agreement with an affiliate of the Company’s former Chief Technology Officer. Services 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. In connection with this agreement, the Company issued 130,000 shares of common stock to Mr. Vaknin. At December 31, 2025 and 2024, 117,000 and 104,000 shares have vested, respectively. The remaining 13,000 shares will vest in April 2026. See Note 7. F- 29 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Due From Related Party During the year ended December 31, 2024, the Company advanced $ 17,150 to an entity controlled by Michael Farkas (a former material debt lender), and greater than 20 % stockholder in the Company. The advance related to fees incurred by that entity for professional services. Recent Accounting Standards In November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by: ● Requiring enhanced disclosures of significant segment expenses. ● Aligning segment reporting requirements with information regularly reviewed by management. The Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by: ● Standardizing and disaggregating rate reconciliation categories. ● Requiring disclosure of income taxes paid by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early adoption is permitted. The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements. In 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 flows. Other Accounting Standards Updates The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. F- 30 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Reclassifications Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Company’s consolidated results of operations, stockholders’ equity, or cash flows, and did not affect previously reported consolidated net income (loss) or financial position. Note 3 – Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2025 December 31, 2024 Estimated Useful Lives (Years) Vehicles $ 11,812,831 $ 10,427,658 * 5 Equipment 304,191 304,191 5 Office furniture 129,475 129,475 5 Leasehold improvements - - 5 Office equipment 15,934 14,179 5 Property and equipment, gross 12,262,431 10,875,503 Accumulated depreciation ( 5,428,513 ) ( 3,335,996 ) Total property and equipment - net $ 6,833,918 $ 7,539,507 Asset 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 . 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 years. See Note 9 regarding related right-of-use operating leases. Depreciation and amortization expense for the years ended December 31, 2025 and 2024, was $ 2,172,628 and $ 1,545,806 , respectively. During the years ended December 31, 2025 and 2024, the Company recorded an impairment loss of $ 0 and $ 13,422 , respectively, related to leasehold improvements made to certain leased office space that is no longer used. This impairment loss has been recorded as a component of general and administrative expenses in the accompanying consolidated statements of operation. Depreciation and amortization are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. Impairment losses of property and equipment are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. Note 4 – Accounts Payable and Accrued Liabilities including Related Parties Accounts payable and accrued liabilities were as follows at December 31, 2025 and 2024 respectively: Schedule of Accounts Payable and Accrued Liabilities December 31, 2025 December 31, 2024 Accounts Payable and Accrued Liabilities - non-related parties $ 4,058,798 $ 1,721,527 Accrued liabilities - related parties 660,497 73,250 Accrued interest payable - related parties 1,308,060 1,473,201 Accounts payable and accrued liabilities $ 6,027,355 $ 3,267,978 F- 31 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Note 5 – Debt The following represents a summary of the Company’s debt (notes payable – related parties, third party debt for notes payable (including those owed on vehicles), and line of credit, including key terms, and outstanding balances at December 31, 2025 and 2024, respectively. Notes Payable – Related Parties The following is a summary of the Company’s notes payable – related parties at December 31, 2025 and 2024: Summary of Notes Payable - Related Parties Balance - December 31, 2023 3,869,650 Advances 7,593,000 Repayments ( 689,650 ) Balance - December 31, 2024 10,773,000 Advances 2,001,594 Debt Discount ( 175,000 ) Amortization of debt discount 140,253 Repayments ( 1,110,000 ) Balance - December 31, 2025 $ 11,629,847 During 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. The 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: Schedule of Advances Payable Related Parties Maturity Interest December 31, December 31, Debt Holder Issue Date Date Rate Collateral 2025 2024 Chief Executive Officer/>50% control person Various Due on demand 10 % - 18 % Unsecured $ 11,629,846 $ 10,773,000 F- 32 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Notes Payable The following represents the terms of the Company’s notes payable as of December 31, 2025 and December 31, 2024, respectively: Schedule of Terms of Notes Payable Issue Interest Related Refinance Maturity Conversion Repayment Date Rate Collateral Party Date Date Date Date Loan #1 June 16, 2023 0 % Unsecured No April 24, 2024 April 24, 2024 N/A N/A Loan #2 April 24, 2024 0 % Unsecured No N/A October 21, 2025 N/A N/A Loan #3 December 2, 2024 0 % Unsecured No N/A December 31, 2025 N/A N/A Loan #4 December 3, 2024 0 % Unsecured No N/A December 31, 2025 N/A N/A Loan #5 December 26, 2024 0 % Unsecured No N/A March 26, 2025 N/A March 26, 2025 Loan #6 December 27, 2024 0 % Unsecured No N/A June 27, 2025 N/A N/A Loan #7 March 24, 2025 0 % Unsecured No N/A September 24, 2025 N/A N/A Loan #8 December 27, 2024 0 % Unsecured No N/A June 27, 2025 N/A N/A Loan #9 March 24, 2025 0 % Unsecured No N/A September 24, 2025 N/A N/A Loan #10 December 30, 2024 0 % Unsecured No N/A June 30, 2025 N/A N/A Loan #11 January 15, 2025 0 % Unsecured No N/A April 15, 2025 N/A N/A Loan #12 March 31, 2025 0 % Unsecured No N/A April 30, 2025 N/A N/A Loan #13 March 28, 2025 0 % Unsecured No N/A September 4, 2025 N/A N/A Loan #14 January 19, 2024 0 % Unsecured No N/A August 19, 2024 N/A August 19, 2024 Loan #15 August 16, 2024 0 % Unsecured No November 26, 2024 February 26, 2025 N/A N/A Loan #16 November 26, 2024 0 % Unsecured No N/A June 10, 2025 N/A N/A Loan #17 December 16, 2024 0 % Unsecured No N/A May 12, 2025 June 20, 2025 N/A Loan #18 January 19, 2024 0 % Unsecured No N/A August 19, 2024 N/A August 19, 2024 Loan #19 August 16, 2024 0 % Unsecured No November 26, 2024 February 26, 2025 N/A N/A Loan #20 November 24, 2024 0 % Unsecured No N/A June 10, 2025 N/A N/A F- 33 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Loan #21 2023 0 % Unsecured No N/A 2024 August 16, 2024 N/A Loan #22 October 2, 2024 0 % Unsecured No N/A April 2, 2026 N/A February 25, 2025 Loan #23 October 2, 2024 0 % Unsecured No N/A April 2, 2026 N/A February 25, 2025 Loan #24 October 2, 2024 0 % Unsecured No N/A April 2, 2026 N/A February 25, 2025 Loan #25 October 2, 2024 0 % Unsecured No N/A April 2, 2026 N/A February 25, 2025 Loan #26 October 2, 2024 0 % Unsecured No N/A April 2, 2026 N/A February 25, 2025 Loan #27 January 19, 2024 0 % Unsecured No N/A April 18, 2024 N/A October 7, 2024 Loan #28 December 24, 2024 0 % Unsecured No N/A March 31, 2025 N/A N/A Loan #29 Various 0 % - 11 % Underlying vehicle No N/A Various N/A Various Loan #30 June 27, 2025 0 % Unsecured No N/A July 14, 2027 N/A Various Loan #31 June 27, 2025 0 % Unsecured No N/A July 14, 2027 N/A Various Loan #32 July 11, 2025 0 % Unsecured No N/A July 11, 2026 N/A Various Loan #33 September 8, 2025 0 % Unsecured No N/A September 8, 2026 N/A Various Loan #34 September 8, 2025 0 % Unsecured No N/A September 8, 2025 N/A Various Loan #35 October 3, 2025 0 % Unsecured No N/A October 3, 2026 N/A Various Loan #36 October 22, 2025 0 % Unsecured No N/A October 22, 2026 N/A Various Loan #37 November 13, 2025 0 % Unsecured No N/A November 13, 2026 N/A Various Loan #38 October 3, 2026 0 % Unsecured No N/A October 3, 2026 N/A Various Loan #39 October 22, 2025 0 % Unsecured No N/A October 22, 2026 N/A Various Loan #40 November 13, 2025 0 % Unsecured No N/A November 13, 2026 N/A Various F- 34 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Schedule of Notes Payable December 31, Additions Debt Amortization of debt Conversion to common December 31, Year Ended December 31, 2025 December 31, Additions Debt Amortization of debt Conversion to common December 31, 2024 note discount discount stock Repayments 2025 Loan #2 $ 129,311 $ - $ - $ 9,524 $ - $ ( 138,835 ) $ - Loan #3 600,000 - - - - ( 600,000 ) - Loan #4 250,000 - - - - ( 250,000 ) - Loan #5 2,097,288 - - 402,712 - ( 2,500,000 ) - Loan #6 977,658 - - 342,342 - ( 1,320,000 ) - Loan #7 - 3,217,700 ( 986,735 ) 839,965 - ( 3,070,930 ) - Loan #8 977,692 - - 342,308 - ( 1,320,000 ) - Loan #9 - 3,825,070 ( 986,735 ) 986,665 ( 2,075,000 ) ( 1,750,000 ) - Loan #10 485,962 - - 174,038 - ( 660,000 ) - Loan #12 - 1,000,000 ( 165,000 ) 165,000 - ( 1,000,000 ) - Loan #13 - 699,500 ( 214,895 ) 210,095 - ( 694,700 ) - Loan #16 1,404,644 - - 650,571 - ( 454,357 ) 1,600,858 Loan #17 628,703 70,720 - 252,577 ( 770,000 ) ( 182,000 ) - Loan #20 1,409,321 - - 663,879 - ( 559,000 ) 1,514,200 Loan #22 737,468 - - 12,532 - ( 750,000 ) - Loan #23 983,291 - - 16,709 - ( 1,000,000 ) - Loan #24 2,458,227 - - 41,773 - ( 2,500,000 ) - Loan #25 737,468 - - 12,532 - ( 750,000 ) - Loan #26 1,200,000 - - - - ( 1,200,000 ) - Loan #28 5,000,100 - - - - - 5,000,100 Loan #29 351,753 - - - - ( 280,170 ) 71,583 Loan #30 - 1,500,000 ( 75,000 ) 19,971 - ( 1,075,000 ) 369,971 Loan #31 - 1,500,000 ( 75,000 ) 19,971 - ( 1,075,000 ) 369,971 Loan #32 - 2,000,000 ( 307,295 ) 167,006 - ( 625,000 ) 1,234,711 Loan #33 - 2,950,000 ( 1,369,078 ) 1,369,078 ( 2,950,000 ) - - Loan #34 - 295,000 ( 91,908 ) 91,908 ( 295,000 ) - - Loan #35 - 1,475,000 ( 628,264 ) 628,264 ( 1,475,000 ) - - Loan #36 - 1,475,000 ( 593,516 ) 593,516 ( 1,475,000 ) - - Loan #37 - 2,950,000 ( 1,264,417 ) 1,264,417 ( 2,749,800 ) - 200,200 Loan #38 - 147,500 ( 40,326 ) 40,326 ( 147,500 ) - - Loan #39 - 147,500 ( 47,009 ) 47,009 ( 147,500 ) - - Loan #40 - 295,000 ( 81,442 ) 81,442 ( 204,000 ) - 91,000 Total $ 20,428,886 $ 23,547,990 $ ( 6,926,620 ) $ 9,446,130 $ ( 12,288,800 ) $ ( 23,845,991 ) $ 10,452,594 December 31, Additions Debt Amortization of debt Conversion to common December 31, Year Ended December 31, 2024 December 31, Debt Amortization of debt Conversion to common December 31, 2023 Additions discount discount stock Repayments 2024 Loan #1 $ 126,440 $ - $ - $ 15,521 $ - $ ( 141,961 ) $ - Loan #2 - 277,500 ( 27,500 ) 13,575 - ( 134,264 ) 129,311 Loan #3 - 600,000 - - - - 600,000 Loan #4 - 250,000 - - - - 250,000 Loan #5 - 2,500,000 ( 440,000 ) 37,288 - - 2,097,288 Loan #6 - 1,320,000 ( 350,035 ) 7,693 - - 977,658 Loan #8 - 1,320,000 ( 350,000 ) 7,692 - - 977,692 Loan #10 - 660,000 ( 175,000 ) 962 - - 485,962 Loan #14 - 2,236,500 ( 736,500 ) 736,500 - ( 2,236,500 ) - Loan #15 - 1,824,375 ( 574,375 ) 574,375 - ( 1,824,375 ) - Loan #16 - 2,502,000 ( 792,000 ) 141,429 - ( 446,785 ) 1,404,644 Loan #17 - 881,280 ( 281,280 ) 28,703 - - 628,703 Loan #18 - 1,491,000 ( 491,000 ) 491,000 - ( 1,491,000 ) - Loan #19 - 1,824,375 ( 574,375 ) 574,375 - ( 1,824,375 ) - Loan #20 - 2,518,200 ( 808,200 ) 144,321 - ( 445,000 ) 1,409,321 Loan #21 2,251,237 - - 168,763 ( 2,420,000 ) - - Loan #22 - 750,000 ( 15,000 ) 2,468 - - 737,468 Loan #23 - 1,000,000 ( 20,000 ) 3,291 - - 983,291 Loan #24 - 2,500,000 ( 50,000 ) 8,227 - - 2,458,227 Loan #25 - 750,000 ( 15,000 ) 2,468 - - 737,468 Loan #26 - 1,200,000 - - - - 1,200,000 Loan #27 - 3,700,000 - - - ( 3,700,000 ) - Loan #28 - 5,000,100 - - - - 5,000,100 Loan #29 1,173,278 - - - - ( 821,525 ) 351,753 Total $ 3,550,955 $ 35,105,330 $ ( 5,700,265 ) $ 2,958,651 $ ( 2,420,000 ) $ ( 13,065,785 ) $ 20,428,886 Loans #1, #2, #6-#18, #20, and #30-31 represent merchant cash advance (“MCA”) agreements entered into by the Company. Under these 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. F- 35 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Repayment 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. To 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: ● Using the proceeds of a new advance to pay off the remaining balance of a prior loan, including any unpaid fees or penalties; ● Rolling multiple MCA balances into a single new obligation; or ● Structuring overlapping repayment terms, which may temporarily reduce daily outflows but increase aggregate repayment obligations. While 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. The 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. Loans #3 and #4 In November 2024, the Company executed an asset purchase agreement with Yoshi, Inc. 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. As 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. As 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. During the year ended December 31, 2025, the remaining balance was paid. Loan #5 In 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. These fees totaling $ 440,000 were recorded both as an original discount and accrued expenses. 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 . 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 . Loan #21 During 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 in 2024. F- 36 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Initial Issuance Terms ● Note #1: Issued 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. The Company 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 $ 291,000 . 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 . ● Note #2: Issued in September 2023 with a face value of $ 600,000 , net proceeds of $ 511,100 after $ 88,900 in cash discounts and fees. The Company 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. ● Note #3: 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. Global Amendment and Default Conversion Features On 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 . ● A cross-default clause was included such that default on any of the three notes would constitute a default across all related instruments. ● The 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 of default. 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 ● In 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, 2024. ● On 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). ● In total, the Company had an obligation to issue 138,000 shares of common stock with a fair value of $ 677,500 . ● Due to the 9.99 % equity cap, these shares were not immediately issued and were recognized as additional interest expense. Conversion to Series A Convertible Preferred Stock On August 16, 2024, the Company and the lender agreed to convert all remaining obligations under Notes #1, #2, and #3 into equity. The total 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 share. The fair value of the preferred stock was determined based on its as-converted value into common stock as follows: Schedule of Debt Extinguishment Valuation inputs Market price per share of common stock - on date of issuance $ 2.76 Discount to market price on date of issuance 80 % Conversion price per share $ 2.21 Series A convertible preferred stock - stated value per share $ 10.00 Conversion price per share $ 2.21 Number of shares of common stock - for each share of Series A convertible preferred stock held 4.53 Series A preferred shares issued 363,000 Number of shares of common stock - for each share of Series A convertible preferred stock held 4.53 Equivalent common shares 1,644,022 Market price per share of common stock - on date of issuance $ 2.76 As converted valuation of Series A convertible preferred stock $ 4,537,500 Debt converted in exchange for Series A convertible preferred stock 3,630,000 Loss on debt extinguishment - related party $ 907,500 The 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. F- 37 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Common Stock Issuable – 242,000 Shares In 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. Loans #22-#26 In 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. Although 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. Loan #27 In 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. In 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. In 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. Loan #28 In 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. 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. 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. Loan #32 In 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 months. 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: $ 1,892,705 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. The 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. Loan #33 In 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 . The 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 method. 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. As 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 . F- 38 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Loan #34 In 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. It 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 . Loan #35 In 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 . The 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 method. 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. During 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 . Loan #36 In 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 . The 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 method. 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. During 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 . Loan #37 In 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 . The 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 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 method. The total relative fair value was allocated as follows: $ 2,135,583 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 . F- 39 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Loan #38 In 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. It 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. As 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 . Loan #39 In 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. It 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. During 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. Loan #40 In 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. It 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. As 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. Notes Payable – Vehicles (Loan # 29) The following is a summary of the Company’s notes payable for its vehicles at December 31, 2025 and December 31, 2024, respectively: Summary of Notes Payable - Vehicles Balance - December 31, 2023 1,173,278 Repayments (821,525 ) Balance - December 31, 2024 351,753 Balance 351,753 Repayments (280,169 ) Balance - December 31, 2025 71,584 F- 40 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements The following is a detail of the Company’s notes payable for its vehicles at December 31, 2025 and December 31, 2024, respectively: Schedule of Detailed Company’s Notes Payable Notes Payable - Vehicles Issue Maturity Interest Default December 31, December 31, Date Date Rate Interest Rate Collateral 2025 2024 January 15, 2021 November 15, 2025 11.00 % N/A This vehicle $ 98 $ 14,352 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle - 3,201 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle - 3,216 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle - 3,216 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle - 3,216 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle - 6,247 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle - 6,248 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle - 6,377 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle - 6,247 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle - 12,792 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle - 12,792 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle - 13,792 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle - 12,960 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle - 12,987 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle - 12,987 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle - 12,987 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle - 12,986 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle - 8,541 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle - 8,542 November 1, 2021 November 11, 2025 4.84 % N/A This vehicle - 8,761 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle - 8,884 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle - 8,884 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 4,181 14,137 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 4,181 14,150 April 27, 2022 May 10, 2027 9.05 % N/A This vehicle 48,707 79,052 April 27, 2022 May 1, 2026 8.50 % N/A This vehicle 14,417 44,199 71,584 351,753 Less: current portion 40,326 199,846 Long term portion $ 31,258 $ 151,907 F- 41 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Debt Maturities The following represents future maturities of the Company’s various debt arrangements as follows: Schedule of Maturities of Long Term Debt Vehicle Notes For the Year Ending December 31, Payable 2026 40,326 2027 31,258 Total $ 71,584 Note 6 – Fair Value of Financial Instruments The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company did no t have any assets or liabilities measured at fair value on a recurring basis at December 31, 2025 and 2024, respectively. Note 7 – Commitments and Contingencies Operating Leases The Company accounts for leases in accordance with ASC 842: Leases, which requires lessees to apply the right-of-use (ROU) model by recognizing a right-of-use asset and a lease liability for all leases with terms exceeding 12 months. Lease classification determines the pattern of expense recognition in the consolidated statement of operations: ● Operating leases: Recognized on a straight-line basis as lease expense over the lease term. ● Finance leases: Recognized with amortization of the ROU asset and interest expense on the lease liability. Lessors classify leases as sales-type, direct financing, or operating leases based on whether they transfer risks, rewards, and control of the asset (ASC 842-10-25-2): ● If all risks, rewards, and control transfer, the lease is treated as a sale (sales-type lease). ● If risks and rewards transfer but control does not, the lease is classified as financing. ● If neither risks, rewards, nor control transfer, it is classified as an operating lease. F- 42 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Lease Recognition and Measurement The Company evaluates whether an arrangement contains a lease at inception and recognizes the lease in the financial statements upon lease commencement (the date the underlying asset is available for use). ROU assets represent the Company’s right to use an asset over the lease term, while lease liabilities reflect the present value of future lease payments. At lease commencement: ● ROU assets and lease liabilities are initially measured at the present value of lease payments. ● The Company primarily uses its incremental borrowing rate (IBR) to determine the present value of lease payments, except when an implicit rate is readily determinable (ASC 842-20-30-3). ● The IBR is based on market data, adjusted for credit risk and lease term. Practical Expedients and Lease Components The Company applies certain practical expedients to simplify lease accounting: ● Lease and non-lease components are combined for classification and measurement, except for direct sales-type leases and production equipment embedded in supply agreements (ASC 842-10-15-37). ● Short-term leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet (ASC 842-20-25-2). Lease Term and Expense Recognition ● Lease liabilities include options to extend or terminate when reasonably certain of exercise (ASC 842-10-55-26). ● Operating lease expense is recognized on a straight-line basis over the lease term and reported under general and administrative expenses. ● Variable lease payments based on an index/rate are initially measured using the rate at lease commencement, with differences expensed as incurred (ASC 842-10-30-5). Company Lease Commitments As of December 31, 2025, and 2024, the Company had no finance leases under ASC 842. On December 3, 2021, the Company entered into a lease agreement for 5,778 square feet of office space, commencing January 1, 2022. ● Lease term: 39 months ● Total monthly payment: $ 21,773 (including base rent, estimated operating expenses, and sales tax) ● Base rent: $ 14,743 (subject to a 3 % annual increase); abated in months 1, 13, and 25 ● Initial ROU asset recognized: $ 735,197 (non-cash asset addition) The tables below present information regarding the Company’s operating lease assets and liabilities at December 31, 2025 and 2024, respectively: Schedule of Operating Lease Assets and Liabilities December 31, 2025 December 31, 2024 Assets Operating lease - right-of-use asset $ 608,170 $ 61,151 Liabilities Operating lease liability $ 611,316 $ 69,128 Weighted-average remaining lease term (years) 2.49 0.25 Weighted-average discount rate 8 % 5 % The components of lease expense were as follows: Schedule of Components of Lease Expense December 31, 2025 December 31, 2024 Operating lease costs Amortization of right-of-use operating lease asset $ 200,078 $ 236,243 Lease liability expense in connection with obligation repayment 4,831 9,534 Total operating lease costs $ 204,909 $ 245,777 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 63,944 $ 256,414 Right-of-use asset obtained in exchange for new operating lease liability $ - $ - F- 43 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Future minimum lease payments under non-cancellable leases for the years ended December 31, were as follows: Schedule of Future Minimum Payments Under Non-Cancellable Leases 2026 $ 265,253 2027 247,481 2028 151,817 Total undiscounted cash flows 664,551 Less: amount representing interest ( 53,235 ) Present value of operating lease liability 611,316 Less: current portion of operating lease liability 219,953 Long-term operating lease liability $ 391,363 Operating Leases – Related Party On 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 former Chief Technology Officer (CTO). ● Total Monthly Payment: $ 6,955 (inclusive of base rent, estimated operating expenses, and sales tax). ● Annual Increase: The lease is subject to a 3 % annual escalation. ● Initial Right-of-Use (ROU) Asset: The Company recognized a non-cash ROU asset addition of $ 316,557 in accordance with ASC 842: Leases. Right-of-Use Asset - Lease Termination – Related Party On October 1, 2024, the existing lease was terminated with no additional consideration paid for early termination. Additionally, no penalties were incurred. For financial accounting purposes, the transaction was insignificant. New Right-of-Use Asset – Related Party On October 1, 2024, the Company signed a lease for 3,500 square feet of office space owned by the Company’s Chief Technology Officer. The lease term is 36 months, and the total monthly payment is $ 10,300 , including base rent, estimated operating expenses and sales tax. The lease is subject to a 3 % annual increase. An initial Right of Use (“ROU”) asset of $ 340,368 will be recognized as a non-cash asset addition. F- 44 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Future minimum lease payments under non-cancellable leases for the years ended December 31, were as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease 2026 $ 128,263 2027 98,492 Total undiscounted cash flows 226,755 Less: amount representing interest ( 14,647 ) Present value of operating lease liability 212,108 Less: current portion of operating lease liability 116,317 Long-term operating lease liability $ 95,791 Finance Leases – Sale-Leaseback In 2025, the Company entered into a sale-leaseback arrangement with Equify Financial, LLC pursuant to Master Lease Agreement No. 17348L 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. Each 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. The 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. The following table summarizes the key terms of each finance lease schedule as of December 31, 2025: Summarizes Finance Lease Schedule Commencement Date Financed Cost Monthly Payment TRAC Residual Remaining Term 001 May 29, 2025 $ 899,640 $ 27,790 $ 179,928 29 months 002 August 4, 2025 $ 1,164,600 $ 35,685 $ 232,920 32 months 003 August 29, 2025 $ 838,080 $ 25,515 $ 167,616 32 months 004 October 13, 2025 $ 1,038,960 $ 31,700 $ 207,792 34 months For 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. F- 45 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Employment Agreements Year Ended December 31, 2024 During 2024, the Company executed employment agreements with certain of its officers and directors. These agreements contain various compensation arrangements pertaining to the issuance of stock and cash. The stock portion of the compensation contains vesting provisions and are expensed as earned. Chief Technology Officer In April 2023, the Company’s CTO was entitled to receive up to 130,000 shares of common stock, subject to vesting provisions for services rendered. These shares had a fair value of $ 832,000 on the grant date based upon the quoted closing trading price ($ 6.40 /share). For the year ended December 31, 2023, the CTO vested in 104,000 shares of common stock, having a fair value of $ 665,600 . Additionally, the remaining 26,000 shares vest 13,000 each in April 2025 and 2026, respectively. A corresponding expense totaling $ 52,000 was recorded for those shares ( 26,000 ) which were part of this employment agreement that had not yet vested. Total 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 . This expense was recorded as a component of general and administrative expenses for the years ended December 31, 2025 and 2024, respectively. Board Members In 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 NEXT/INGLE HOLDINGS, LLC, a Delaware limited liability company, and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC, a Delaware limited liability company v. 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. 1:25-cv-9836 This 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 with JEA. 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. The 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. F- 46 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements This matter is currently in its early stages and the pleadings have not yet closed. Defendants have filed a Motion to Dismiss. Oral arguments were held on April 9, 2026. 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 thereto. 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. COHEN 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 This 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 thereto. 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 condition. Note 8 – Stockholders’ Equity (Deficit) Change in Authorized Shares On June 14, 2024, the Company’s Board of Directors approved an increase in authorized common stock from 50,000,000 to 500,000,000 shares. This increase was made to: ● Support current and future equity financings, ● Facilitate conversions of preferred stock into common stock, ● Enable future stock-based compensation plans, and ● Provide flexibility for potential mergers, acquisitions, and other corporate transactions. As of December 31, 2024, the Company had four (4) classes of stock, detailed as follows: Preferred Stock (Undesignated) The Company’s undesignated preferred stock provides flexibility for future corporate financing and strategic transactions. ● Authorized Shares: 5,000,000 ● Issued & Outstanding: None ● Par Value: $ 0.0001 per share ● Voting Rights: None ● Ranking: Senior to all other classes of stock, including Series A and Series B Preferred Stock, unless otherwise designated ● Dividends: None , unless declared by the Board of Directors ● Liquidation Preference: None ● Redemption Rights: None ● Conversion Rights: None F- 47 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements The Board of Directors has the authority to issue preferred stock in one or more series and determine the rights, privileges, and restrictions of each series without further stockholder approval. Convertible Preferred Stock – Series A On August 16, 2024, the Company designated and issued Series A Convertible Preferred Stock as part of a debt-to-equity conversion. ● Authorized Shares: 513,000 ● Issued & Outstanding: 280,000 shares as of December 31, 2025 ● Par Value: $ 0.0001 per share ● Stated Value: $ 10 per share ● Conversion Terms: ○ Fixed conversion rate: 4.53 shares of common stock per Series A Preferred Stock ○ Conversion price: ■ Calculated as $10 per share ÷ 80% of the minimum trading price at issuance ($2.21 per share) ■ Results in a fixed number of common shares per preferred share ○ Total equivalent common shares at December 31, 2024: 1,644,022 ○ No variable number of shares are required for settlement ○ (See Note 5 for detailed calculations.) ● Dividend Provisions: ○ Rate: 10% per year (2.5% per quarter), accrued and payable in common stock ○ Calculation: ■ Shares issued × Stated value × Dividend percentage ÷ Fixed conversion price ($2.21/share) ○ No potential dilution beyond the fixed conversion amount ● Voting Rights: Equal to the number of converted common shares ● Liquidation Preference: None ● Redemption Rights: None ● Derivative Liability Assessment: ○ Evaluated under ASC 815 (“Derivatives and Hedging”) ○ The 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. F- 48 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Convertible Preferred Stock – Series B On October 1, 2024, the Company designated and issued Series B Convertible Preferred Stock as part of a structured financing transaction. ● Authorized Shares: 150,000 ● Issued & Outstanding: 140,000 shares as of December 31, 2025 ● Par Value: $ 0.0001 per share ● Stated Value: $ 10 per share ● Conversion Terms: ○ Fixed conversion rate: 5.18 shares of common stock per Series B Preferred Stock ○ Conversion price: ■ Calculated as $10 per share ÷ 70% of the minimum trading price at issuance ($1.93 per share) ■ Results in a fixed number of common shares per preferred share ○ Total equivalent common shares at December 31, 2024: 724,638 ○ No variable number of shares are required for settlement ● Dividend Provisions: ○ Rate: 12% per year (3% per quarter), accrued and payable in common stock ○ Calculation: ■ Shares issued × Stated value × Dividend percentage ÷ Fixed conversion price ($1.93/share) ○ No potential dilution beyond the fixed conversion amount ● Voting Rights: Equal to the number of converted common shares ● Liquidation Preference: None ● Redemption Rights: None ● Derivative Liability Assessment: ○ Evaluated under ASC 815 ○ The Series B Convertible Preferred Stock does not meet the definition of a derivative liability due to its fixed conversion price. Common Stock ● Authorized Shares: 500,000,000 ● Issued & Outstanding: ○ 142,426,924 shares as of December 31, 2025 ○ 106,707,827 shares as of December 31, 2024 ● Par Value: $ 0.0001 per share ● Voting Rights: 1 vote per share ● Dividends: None F- 49 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Summary of All Classes of Equity The following table summarizes the various classes of equity the Company is authorized to issue at December 31, 2025. Summary of Various Classes of Equity Stock Authorized Issued and Outstanding/ Par Stated Conversion Voting Liquidation Redemption Derivative Class Shares Designated Value Value Ratio Rights Dividends Preference Rights Liability Preferred Stock 5,000,000 None $ 0.0001 N/A None None None None None No Series A, Preferred 513,000 280,000 $ 0.0001 $ 10/ share 4. 53 common shares for each preferred share (fixed) Equivalent to as converted shares 10% annually paid in common stock None None No Series B, Preferred 150,000 140,000 $ 0.0001 $ 10/share 4. 53 common shares for each preferred share (fixed) Equivalent to as converted shares 12% annually paid in common stock None None No Common 500,000,000 142,426,924 $ 0.0001 N/A None 1 vote per share N/A N/A N/A N/A Securities and Incentive Plans The Company maintains stock-based compensation plans under which stock options, restricted stock, and other equity awards are granted to employees, directors, and consultants. All issuances under these plans for the years ended December 31, 2025 and 2024 are disclosed in the consolidated financial statements. Equity Transactions for the Year Ended December 31, 2025 Stock Issued for Cash and Warrants – Public Offering On 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 . The proceeds from the offering are expected to be used for: ● Expanding operations and infrastructure; F- 50 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements ● Repaying outstanding debt; and ● 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 . The 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. Stock Issued for Services In 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 ($ 1.37 - $ 3.21 /share), based upon the quoted closing trading price. Stock Issued as Loan Extension Fee In 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. In 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. In 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. Stock Issued for Conversion of Accounts Payable The 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 . Stock Issued for Conversion of Notes Payable The 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 . The 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 . The 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 . The 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 . F- 51 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements The 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). The 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 share. Stock Conversion – Related Party On September 18, 2025, the Company entered into a Stock Purchase Agreement with its Chief Executive Officer and Executive Chairman, Michael D. 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 per share. Series B Convertible Preferred Stock – Distribution – Related Party On 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. As 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. The 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. This 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. Series A and B Convertible Preferred Stock – Preferred Stock Dividends Payable in Common Stock In 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. F- 52 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements 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. At December 31, 2025 and December 31, 2024, the Company had accrued dividends totaling $ 147,500 and $ 258,271 , respectively. In 2025, the Company issued 93,576 shares of common stock to settle the outstanding dividends due and another 188,517 in newly-accrued dividends. Equity Transactions for the Years Ended December 31, 2024 Stock Issued for Debt Issuance Costs – Related Party The Company issued 425,978 shares of common stock in connection with the issuance of several notes payable (See Note 5), having a fair value of $ 2,020,387 ($ 2.81 - $ 7.10 /share), based upon the quoted closing trading price. This lender (an entity controlled by the Company’s Chief Executive Officer) holds a greater than 20 % ownership of the Company. Vesting of Employee Shares – Related Parties The Company issued 88,336 shares of common stock (par value of $ 9 ) in connection with the vesting of shares previously granted in 2023 to various board directors. The effect of issuing these shares had no net effect of stockholder’s deficit as the share issuance was reflected at par value. The Company recorded $ 251,334 of expense in 2024, related to the vesting of these shares in 2024. The Company issued 136,484 shares of common stock to various board directors for services rendered in 2024, having a fair value of $ 520,000 ($ 3.81 /share), based upon the quoted closing trading price. Total share based payments with board directors were $ 771,334 . Also, see Note 7 for the expense recorded in 2024 of $ 34,666 related to the vesting of shares for the Company’s Chief Technology Officer. Total share based payments with board directors and officers for the year ended December 31, 2024 totaled $ 806,000 . Stock Issued for Services The Company issued 212,730 shares of common stock to consultants for services rendered, having a fair value of $ 725,640 ($ 0.0001 - $ 3.52 /share), based upon the quoted closing trading price. Series B, Preferred Stock Issued for Cash – Related party The Company issued 140,000 shares of Series B, preferred stock to a related party for $ 1,400,000 ($ 10 /stated value per share). The related party holds a greater than 20 % ownership of the Company. Common Stock Issued in Debt Conversion – Related party The Company converted all outstanding principal ($ 6,215,000 ) and accrued interest ($ 316,130 ) into 3,525,341 shares of common stock. At the time of conversion, the lender executed a 150 % penalty interest feature. As a result, and just prior to conversion, the Company increased its interest expense and related debt by $ 3,265,565 for a total of $ 9,796,696 of debt that was converted. As a result of this debt conversion, the balance due to this lender was $ 0 . The fair value of the common stock at the conversion date was $ 2.76 /share. Accordingly, since this was a related party transaction, no gain on debt extinguishment was recorded. The related party holds a greater than 20 % ownership of the Company. See Note 5. F- 53 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Stock Issued to Settle Accounts Payable The Company issued 2,703 shares of common stock to a vendor for services rendered, having a fair value of $ 10,000 ($ 3.70 /share), based upon the quoted closing price. Series A, Preferred Stock Issued in Debt Conversion – Related party On 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. As a result, and just prior to conversion, 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. As a result of this debt conversion, the balance due to this related party lender was $ 0 . The related party holds a greater than 5 % ownership of the Company. See Note 5 regarding debt conversion and related loss on debt extinguishment. Series A and B – Preferred Stock Dividends Payable in Common Stock – Related Parties In accordance with the terms of the Company’s Series A and B, Preferred stock, the Company is required to accrue dividends on a quarterly basis. Similar to the Series A and 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. The Company has calculated its dividends payable as follows: Schedule of Dividends Payable Series A - Convertible Series B - Convertible Total Dividends Preferred Stock Preferred Stock Payable Shares issued and outstanding 280,000 140,000 Stated value per share $ 10 $ 10 Dividend rate ( 10 %/ 12 %) 10 % 12 % Dividend shares due per year 280,000 168,000 Market price - at issuance date 2.76 2.76 Minimum price - 70 %/ 80 % discount to market price 80 % 70 % Conversion price 2.21 1.93 Dividend shares due per quarter 28,000 21,739 49,739 Equivalent common shares - per year 31,703 86,957 118,660 Total dividend shares due - at reporting date 31,703 21,7392 53,442 Market price - at issuance date (fixed rate) Market price - at issuance date (fixed rate) $ 2.76 $ 2.76 Fair value of dividends payable - at reporting date $ 87,500 $ 60,000 $ 147,500 F- 54 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Restricted Stock and Related Vesting A 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 Weighted Average Number of Grant Date Non-Vested Shares Shares Fair Value Balance - December 31, 2023 114,336 6.40 Granted - - Vested ( 88,336 ) 5.15 Cancelled/Forfeited - - Balance - December 31, 2024 26,000 $ 6.40 Granted 1,833,333 2.39 Vested ( 500,000 ) 3.34 Cancelled/Forfeited ( 750,000 ) 2.47 Balance - December 31, 2025 609,333 $ 2.26 The 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 for the shares to vest. The Company determines the fair value of the equity grant on the issuance date based upon the quoted closing trading price. These amounts 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 unaudited consolidated statements of operations. The Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate. Any unvested share-based compensation is reversed on the date of forfeiture, which is typically due to service termination. At 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 . During 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. Stock Options Stock option transactions for the year ended December 31, 2025 is summarized as follows: Schedule of Stock Option Activity Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding December 31, 2024 - $ 135.00 9.31 Granted 4,307,000 $ 2.60 6.39 Exercised - - - Forfeited/Cancelled - - - Outstanding December 31, 2025 4,307,000 $ 2.60 5.66 Exercisable December 31, 2025 1,156,250 $ 2.60 4.27 F- 55 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Year Ended December 31, 2025 The 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 31, 2025. The fair value of the stock options granted in 2025 were determined using the Black-Scholes Option pricing model with the following assumptions: Schedule of Fair Value Assumptions Expected term (years) 10.00 Expected volatility 119.91 % Expected dividends 0 % Risk free interest rate 4.34 % Warrants Warrant activity for the years ended December 31, 2025 and 2024 are summarized as follows: Schedule of Stock Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Warrants Price Term (Years) Value Outstanding - December 31, 2024 46,344 $ 5.12 0.65 $ 9,156 Vested and Exercisable - December 31, 2024 46,344 $ 5.12 0.65 $ 9,156 Unvested and non-exercisable - December 31, 2024 - $ - - $ - Granted 2,725,000 $ 4.89 2.29 $ - Exercised - - - $ - Cancelled/Forfeited ( 35,449 ) $ 4.96 - $ - Outstanding - December 31, 2025 2,735,895 $ 4.89 2.29 $ - Note 9 – Asset Purchase Agreements Yoshi, Inc. In 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 . F- 56 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Consideration for this asset purchase consisted of the following: 1 Cash - $ 1,250,000 ; 2 Common Stock – 201,613 shares of common stock; having a fair value of $ 535,283 ($ 2.66 /share), based upon the quoted closing price; and 3 Note Payable - $ 250,000 1 At December 31, 2024, the Company had paid $ 650,000 . The balance of $ 600,000 was paid in February 2025. 2 All shares were issued as of December 31, 2024 3 At December 31, 2024, the $ 250,000 had not yet been paid. In February 2025, the balance was paid. 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 . 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. Right-of-Use Assets – Operating Leases - Shell In connection with the closing of the Shell transaction, the Company assumed certain operating leases (parking lots and offices) subsequent to year end. These leases had commencement dates ranging from January – February 2025 ending between October 2028 – June 2029. Total payments over the remaining lease terms are approximately $ 814,000 . Note 10 – Intangible Assets Acquisition of Stat-EI, Inc. (Business Combination) In 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. In 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. In 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. The Company has accounted for this transaction as a business combination. The 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 Cash $ 1,800,000 Note payable 3,700,000 Fair value of consideration transferred $ 5,500,000 Recognized amounts of identifiable assets acquired and liabilities assumed: License agreements $ 4,900,000 Trademarks/Tradenames 600,000 Total assets acquired 5,500,000 Total identifiable net assets 5,500,000 Goodwill $ - F- 57 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements The valuation of the intangible assets acquired was based upon an independent third party valuation specialist. At 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 . See Note 5 for discussion of these intangible assets acquired from STAT in exchange for debt. Intangibles consisted of the following at December 31, 2025 and December 31, 2024, respectively: Schedule of Intangible Assets Estimated Useful Type December 31, 2025 December 31, 2024 Lives (Years) License agreements $ 4,900,000 $ 4,900,000 15 Tradenames/trademarks 600,000 600,000 5 Intangibles - gross 600,000 600,000 5 Less: accumulated amortization ( 5,500,000 ) ( 446,668 ) Intangibles – net $ - $ 5,053,332 Amortization expense for the year ended December 31, 2025 and 2024 was $ 446,668 and $ 446,668 , respectively. Impairment expense for the year ended December 31, 2025 and 2024 was $ 4,606,664 and $ 0 , respectively. Note 11 – Acquisition of Membership Interests in GSPP JEA Ingle FL, LLC – Accounted for as an Asset Acquisition – Solar Project Rights In 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 utility. To 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. F- 58 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Next/Ingle 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; development activities were limited to permitting, feasibility analysis, and utility coordination. Given 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 Structure: ● Next Holding 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) ● Next/Ingle Holdings LLC Acquired 100 % of GSPP JEA Ingle FL, LLC from GSPP Holdco III, LLC Funded acquisition via $ 5,000,100 loan from Cohen Global Energy, LLC ● GSPP 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 . Note 12 – Segment Reporting The 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. Mobile Fueling The 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. Energy Infrastructure The 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. F- 59 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements The following tables present certain financial information related to our reportable segments: Schedule of Financial Information Related to our Reportable Segment Energy Mobile Fuel As of December 31, 2025 Energy Mobile Fuel Infrastructure Delivery Total Cash $ 52,973 $ 331,167 $ 384,140 Accounts receivable – net - 2,039,214 2,039,214 Inventory - 609,861 609,861 Prepaids and other 609 152,222 152,831 Property and equipment – net 42,875 6,791,043 6,833,918 Operating lease - right-of-use asset - 608,170 608,170 Operating lease - right-of-use asset - related party - 208,354 208,354 Operating lease - right-of-use asset - 208,354 208,354 Deposits - 226,865 226,865 Total Assets $ 96,457 $ 10,966,896 $ 11,063,353 Energy Mobile Fuel As of December 31, 2024 Energy Mobile Fuel Infrastructure Delivery Total Cash 1,173,818 438,299 1,612,117 Accounts receivable - net - 1,614,664 1,614,664 Inventory - 126,400 126,400 Prepaids and other - 42,509 42,509 Property and equipment - net 63,833 7,475,674 7,539,507 Intangible assets - net 5,053,332 - 5,053,332 Deposit on future asset purchase 2,035,283 - 2,035,283 Project Deposit 3,929,161 - 3,929,161 Operating lease - right-of-use asset - 61,151 61,151 Operating lease - right-of-use asset - related party - 314,957 314,957 Operating lease - right-of-use asset - 314,957 314,957 Deposits - 49,041 49,041 Total Assets 12,255,427 10,122,695 22,378,122 Energy Mobile Fuel For the Year Ended December 31, 2025 Energy Mobile Fuel Infrastructure Delivery Total Sales - net - 81,835,279 81,835,279 Cost of sales - 74,928,249 74,928,249 General and administrative expenses 5,906,284 59,968,176 65,874,460 Depreciation and amortization 541,246 2,148,047 2,689,293 Impairment loss 8,535,825 - 8,535,825 Total costs and expenses 14,983,355 62,116,223 77,099,578 Interest income 8 - 8 Other income 75,750 74,433 150,183 Gain (loss) on settlement of liabilities - ( 862,661 ) ( 862,661 ) 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 ) Net loss ( 18,763,958 ) ( 69,412,039 ) ( 88,175,997 ) F- 60 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements Energy Mobile Fuel For the Year Ended December 31, 2024 Energy Mobile Fuel Infrastructure Delivery Total Sales - net - 27,770,280 27,770,280 Cost of sales - ( 25,983,342 ) ( 25,983,342 ) General and administrative expenses ( 3,965,118 ) ( 7,985,455 ) ( 11,950,573 ) Depreciation and amortization ( 466,283 ) ( 1,079,523 ) ( 1,545,806 ) Total costs and expenses ( 4,431,401 ) ( 35,048,320 ) ( 39,479,721 ) Interest income 283,193 - 283,193 Other income 305,030 - 305,030 Gain (loss) on settlement of liabilities ( 907,500 ) - ( 907,500 ) Interest expense (including amortization of debt discount) ( 9,367,915 ) - ( 9,367,915 ) Total other income (expense) - net ( 9,687,192 ) - ( 9,687,192 ) Net loss ( 14,118,593 ) ( 7,278,040 ) ( 21,396,633 ) Note 13 – Income Taxes The components of the deferred tax assets and liabilities at December 31, 2025 and 2024 were approximately as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2025 December 31, 2024 Deferred Tax Assets Stock based compensation $ 11,142,537 $ 346,000 Intangibles 1,660,542 907,000 Net operating loss carryforward 18,451,788 13,460,000 Lease liabilities 154,219 43,000 Capitalized research expenditures 367,225 367,000 Impairment loss 2,163,832 - Bad debt reserve 41,936 31,000 Other 9,042 9,000 Total deferred tax assets 33,991,121 15,163,000 Deferred Tax Liabilities Depreciation ( 218,692 ) ( 442,000 ) Prepaid assets ( 64,098 ) ( 92,000 ) Right-of-Use asset ( 16,377 ) ( 128,000 ) Total deferred tax liabilities ( 299,167 ) ( 662,000 ) Deferred Tax Assets 33,991,121 14,501,000 Less: valuation allowance ( 33,991,121 ) ( 14,501,000 ) Deferred tax asset - net $ - $ - F- 61 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements 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 December 31, 2024 Current $ - $ - Deferred ( 19,190,953 ) ( 3,193,000 ) Total income tax provision (benefit) ( 19,190,953 ) ( 3,193,000 ) Less: valuation allowance 19,190,953 3,193,000 Total 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 December 31, 2024 Federal income tax expense (benefit) - 21 % $ ( 18,516,959 ) $ ( 3,400,000 ) State income tax expense (benefit) - 4.35 % - net of federal effect ( 3,835,656 ) ( 704,000 ) Permanent differences - net 3,161,662 911,000 Deferred adjustments - - Change in valuation allowance 19,190,953 3,193,000 Income tax expense (benefit) $ - $ - Federal net operating loss carry forwards at December 31, 2025 and 2024 were approximately as follows: Schedule of Operating Loss Carry Forwards December 31, 2025 December 31, 2024 $ 147,000,000 $ 59,000,000 The Company reviews its filing positions for all open tax years in all U.S. Federal and State jurisdictions where the Company is required to file. The tax years subject to examination include the years 2021 and forward. There are no uncertain tax positions that would require recognition in the consolidated financial statements. If the Company incurs an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. Note 14 - Subsequent Events Subsequent to December 31, 2025, the Company had the following transactions: In 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, 2026. In 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 Michael D. 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. F- 62 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements On 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. On 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; provided, 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. The 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”). The 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. The 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. In addition, the Leviston note contains a hard cap on the number of shares issuable to Leviston at 19.99% of the outstanding shares. Pursuant 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. The 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. The 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. F- 63 NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements On 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. The security interest will terminate only upon the full satisfaction or termination of the Company’s obligations under the Leviston note. On 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. On 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. The 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. There 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. F- 64 PART III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth the names and ages of all of our directors and executive officers. Our Board of Directors is currently comprised of five members, who are elected annually to serve for one year or until their successor is duly elected and qualified, or until their earlier resignation or removal. Executive officers serve at the discretion of the Board of Directors and are appointed by the Board of Directors. Name Age Position Michael Farkas 54 Chief Executive Officer, Executive Chairman and Director Joel Kleiner 37 Chief Financial Officer Arif Sarwat 52 Chief Technology Officer Daniel Arbour 42 Director Jack Leibler 86 Director Bennet Kurtz 65 Director Sean Oppen 51 Director Executive Biographies The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers are as follows: Michael Farkas Mr. Farkas has served as our Chief Executive Officer and Executive Chairman since February 2025. He is the founder and former Executive Chairman and CEO of Blink Charging Co. (NASDAQ: BLNK), and is the founder and, since 1997, managing director of The Farkas Group, a privately held investment firm. In addition, Mr. Farkas was also the Founder, Chairman and Chief Executive Officer of the Atlas Group, where its subsidiary, Atlas Capital Services, a broker-dealer, successfully raised capital for numerous public and private clients. Over the last 32 years, Mr. Farkas has established a successful track record as a principal investor across a variety of industries. From 2016 to 2025, Mr. Farkas has served as CEO and director of Balance Labs Inc (OTC: BLNC). In 2025, he transitioned to chairman of the board. Joel Kleiner Mr. Kleiner has been the Chief Financial Officer of NextNRG since February 2025. From October 2021 to December 2022, Mr. Kleiner served as a Director of Finance at Torii Software, and from January 2023 to July 2024. Mr. Kleiner served as the VP of Finance at Torii Software where he takes the lead in financial strategy and planning initiatives as a member of the leadership team, partnering with leaders to develop and execute comprehensive financial plans aligned with corporate objectives. From June 2019 to March 2021, Mr. Kleiner served as a controller of Stella Connect (which was acquired by Medallia Inc. in September of 2022) and from March 2021 to September 2021, he served as the B2B SaaS Customer Feedback and Quality Assurance at Stella Connect. Mr. Kleiner has also previously served as a Financial Analyst at the Government of Israel Ministry of Finance Economic Mission in the US from July 2013 to July 2015 and served as an Accounting Technician at the SEC from January 2013 to June 2013. Mr. Kleiner is a Certified Public Accountant in the state of New York. Dr. Arif Sarwat Dr. Sarwat has been the CTO of NextNRG since February 2025. Dr. Sarwat is also a Professor and Eminent Scholar Chair in Electrical Engineering at Florida International University. Dr. Sarwat has worked at Florida international university since 2012, starting as an assistant professor. Dr. Sarwat is a globally recognized expert in smart grids, power systems, and energy resilience. He serves as Director of the FPL-FIU Solar Research Facility, a flagship collaboration with Florida Power & Light focused on advancing grid modernization and clean energy deployment. With more than 15 years of academic and industry experience, Dr. Sarwat has played a leading role in the design and implementation of intelligent energy infrastructure. Prior to joining FIU, he spent nine years at Siemens, advising large customers on advanced energy technologies, financial analysis, and large-scale program execution. Dr. Sarwat has led and advised multiple high-profile, U.S. Department of Energy–funded smart grid initiatives, among the largest grid modernization programs in the United States. His work spans AI-driven energy systems, microgrids, grid cybersecurity, and critical infrastructure protection, bridging advanced research with real-world deployment. 16 Daniel Arbour Mr. Arbour has served as a member of our Board of Directors since February 2023. He has over 16 years of experience in building multi-disciplinary high performance work teams and working with board members to ensure corporate and organizational deliverables are established. From 2018 to 2022, Mr. Arbour was the CEO of Shell TapUp, a mobile fueling company, where he managed other executives and more than 300 employees in cross-functional roles. Jack Leibler Mr. Leibler has served as a Director since A ugust 2023 . He previously served as an adjunct professor at New York University. In 1964, Mr. Leibler graduated from Yale Law School and was admitted to the state bar of New York in 1965. From 1965 to 1972, Mr. Leibler worked at various law firms. From 1972 to 1998, Mr. Leibler was employed at the Port Authority of New York and New Jersey, where he was involved in several large-scale programs. Upon retiring from the Port Authority of New York and New Jersey, Mr. Leibler began a consulting company, consulting large private interests through 2013. Since 2016, Mr. Leibler has been retired. Bennett Kurtz Mr. Kurtz has been a Director since August 2023. He has been president and chief executive officer of Kurtz Financial Group, a privately held venture capital/investment banking firm, since July 2001. From January 2020 to March 2023, Mr. Kurtz was the CFO of First Phosphate Corp., he now serves as the chief administrative officer. Sean Oppen Mr. Oppen has been a member of our Board of Directors since August 2023. He has also been a managing member of Strategic Exchange Management, LLC since 2002. Mr. Oppen has experience in evaluating international investment and lending opportunities in small to medium sized businesses. Family Relationships and Other Arrangements There are no family relationships among our directors and executive officers. Other than as set forth above, there are no arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer. Involvement in Certain Legal Proceedings To our knowledge, during the last 10 years, none of our directors or executive officers (including those of our subsidiaries) have: ● had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses; ● been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; 17 ● been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; and ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Director Independence Each of Messrs. Leibler, Kurtz, and Oppen is “independent” within the meaning of Nasdaq Rule 5605(b)(1). The definition of “independent director” included in the Nasdaq rules includes a series of objective tests, such as that the director is not an employee of the Company, has not engaged in various types of specified business dealings with the Company, and does not have an affiliation with an organization that has had specified business dealings with the Company. Consistent with the Company’s corporate governance principles, the Board’s determination of independence is made in accordance with the Nasdaq rules, as the Board has not adopted supplemental independence standards. As required by the Nasdaq rules, the Board also has made a subjective determination with respect to each director that such director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), even if the director otherwise satisfies the objective independence tests included in the definition of an “independent director” in the Nasdaq rules. To facilitate this determination, annually each director completes a questionnaire that provides information about relationships that might affect the determination of independence. Management provides the Corporate Governance and Nominating Committee and our Board with relevant facts and circumstances of any relationship bearing on the independence of a director or nominee that is outside the categories permitted under the director independence guidelines. Board Leadership Structure Our Board believes it is important to retain flexibility in allocating the responsibilities of the CEO and Chairman of the Board in any way that is in the best interests of our Company based on the circumstances existing at a particular point in time. Accordingly, we do not have a strict policy on whether these roles should be served independently or jointly. Currently, Mr. Farkas serves as our Chief Executive Officer and Executive Chairman. We do not have a separate Lead Independent Director. The Board’s Role in Risk Oversight The Board as a whole actively oversees management of the Company’s risks and looks to its audit committee, as well as senior management, to support the Board’s oversight role. The Company’s Audit Committee assists with oversight of financial risks. The full Board regularly receives information through committee reports and from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, technical and strategic risks. Meetings and Committees of the Board of Directors Our business, property and affairs are managed under the direction of our Board of Directors. Our Board of Directors provides management oversight, helps guide the Company on strategic planning and approves the Company’s operating budgets. Our independent directors meet regularly in executive sessions. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer and other officers and employees, by reviewing materials provided to them, by visiting our offices and by participating in meetings of the Board and its committees. Our Board holds regularly scheduled quarterly meetings. In addition to the quarterly meetings, typically there is at least one other regularly scheduled meeting and other communication each year. 18 Board Committees Our Board has established an Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Each of the above-referenced committees operates pursuant to a formal written charter. The charters for these committees, which have been adopted by our Board, contain a detailed description of the respective committee’s duties and responsibilities and are available on our website at https://nextnrg.com/ under the “Investors – Governance” tab. Below is a description of each committee of the Board of Directors. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee meet the independence requirements under Nasdaq’s listing standards and each member is free of any relationship that would interfere with his individual exercise of independent judgment. Audit Committee The Audit Committee assists the Board of Directors in its oversight of the integrity of the Company’s accounting, auditing, and reporting practices. The Audit Committee’s responsibilities include: (1) to select and retain the Company’s independent auditors, (2) to approve all audit, and permitted non-audit and tax services that may be provided by the independent auditors, and establish policies and procedures for pre-approval of permitted services by the Company’s independent auditors or other registered public accounting firms on an on-going basis, (3) to review and discuss with the Company’s independent auditors and management the Company’s annual audited financial statements (including the related notes), (4) to recommend to the Board that the audited financial statements and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section be included in the Company’s Annual Report on Form 10-K and whether the Annual Report on Form 10-K should be filed with the SEC; and to produce the audit committee report required to be included in the Company’s proxy statement, (5) to review and discuss with the Company’s independent auditors and management the Company’s quarterly financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section to be included in the Company’s quarterly report on Form 10-Q before the Form 10-Q is filed; and to review and discuss the Form 10-Q for filing with the SEC, (6) to review and discuss with management and the Company’s independent auditors, the Company’s earnings press releases, and (7) to establish and oversee the Company’s anonymous complaint policy contained within the Company’s Code of Business Conduct and Ethics regarding the confidential, anonymous submission by employees of reports regarding questionable accounting practices, internal accounting controls or auditing matters and the investigation, disposition and retention of such reports. The Audit Committee is comprised of three directors appointed by the Board of Directors: Messrs. Kurtz (Chairman), Leibler and Oppen. Each of the Audit Committee members satisfies the independence and financial management expertise requirements of Nasdaq’s listing standards. The Board of Directors has determined that Mr. Kurtz is an “audit committee financial expert” within the meaning of Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d)(5) of Regulation S-K. For a description of Mr. Kurtz’s relevant experience, please see his biographical information above. Compensation Committee Our Board formed a Compensation Committee comprised of members who are “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act and “outside directors” within the meaning of Section 162(m) of the Code. They are also “independent” directors within the meaning of Nasdaq Rule 5605(b)(1). The Compensation Committee’s responsibilities include: (1) to review and approve all corporate goals and objectives applicable to the compensation of the CEO, evaluate annually the CEO’s performance in light of those goals and determine and approve the CEO’s compensation level based on its evaluation, (2) to review and approve compensation of all other executive officers, (3) to review, approve incentive compensation and equity based plans and administer the Company’s incentive compensation and equity based plans, (4) to review and discuss with management the Company’s compensation discussion and analysis and recommend inclusion in the Company’s annual report and proxy statement, (5) to review and approve any employment agreements, severance agreements or plans for the CEO and other executive officers, (6) to determine stock ownership guidelines for the CEO or other executive officers and monitor compliance with such guidelines, (7) to review and recommend to the Board for approval the frequency with which the Company will conduct say-on-pay votes and review and approve the proposals regarding the say-on-pay vote and the frequency of the say-on-pay vote to be included in the Company’s proxy statement, and (8) to review all director compensation and benefits. Messrs. Kurtz, Leibler and Oppen (Chairman) serve as members of the Compensation Committee. 19 Corporate Governance and Nominating Committee Our Board has established a Corporate Governance and Nominating Committee. The committee is required to be comprised of entirely “independent” directors within the meaning of Nasdaq Rule 5605(b)(1). The responsibilities of the Corporate Governance and Nominating Committee include: (1) to determine the qualifications, skills and other expertise required to be a director of the Company and recommend to the Board for approval, a set of criteria to be considered in selecting nominees for directors (2) to identify and recommend candidates for nomination as members of the Board of Directors and its committees, (3) to develop and recommend to the Board a set of corporate governance guidelines, (4) to develop and recommend to the Board for approval a set of corporate governance guidelines applicable to the Company and to review these principals annually, (5) to oversee the Company’s corporate governance practices and procedures, (6) to develop a process for annual evaluations of the Board and its committees, (7) to review the Board’s committee structure and composition, (8) to identify, and make recommendations regarding the selection of candidates to fill any vacancy on the Board, (9) to develop and recommend to the Board for approval standards for determining whether a director has a relationship with the Company that would impair its independence, (10) to review and discuss with management disclosure of the Company’s corporate governance practices, including information regarding the operations of the Committee and other Board committees, director independence and the director nominations process, (11) to monitor compliance with the Company’s Code of Business Conduct and Ethics, and (12) to develop and recommend to the Board for approval a CEO succession plan. Messrs. Kurtz, Leibler (Chairman) and Oppen serve as members of the Corporate Governance and Nominating Committee. The Chair and members of each committee of the Board are summarized in the table below: Name Audit Committee Compensation Committee Corporate Governance and Nominating Committee Bennett Kurtz – (Independent) Chair Member Member Jack Leibler – (Independent) Member Chair Member Sean Oppen – (Independent) Member Member Chair Consideration of Director Nominees We seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Corporate Governance and Nominating Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Corporate Governance and Nominating Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. 20 The Corporate Governance and Nominating Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the Company, or third parties. When considering director candidates, the Nominating and Governance Committee will evaluate multiple factors in assessing their qualification. A candidate must have extensive and relevant leadership experience including an understanding of the complex challenges of enterprise leadership. An appropriate candidate will have gained appropriate experience and education in some or all of the key areas below. ● Relevant Sector Experience. Director candidates will have gained their leadership experience in sectors directly relevant to the Company’s business and/or served as the Chief Executive Officer, Chief Operating Officer or other major operating or staff officer of a public corporation, with a background in marketing, finance and/or business operations. ● Operating in a Regulated Industry – Director candidates will have experience working in a highly regulated industry, such as pharmaceutical, medical device or health care. ● Corporate Governance Experience. Director candidates should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company. ● Education. Generally, it is desirable that a Board candidate should hold an undergraduate degree from a respected college or university and in relevant fields of study. When further considering director candidates, personal attributes and characteristics will be considered. Specifically, these should include the following: ● Personal. Director candidates should be of the highest moral and ethical character. Candidates must exhibit independence, objectivity and be capable of serving as representatives of the stockholders. The candidates should have demonstrated a personal commitment to areas aligned with the Company’s public interest commitments, such as education, the environment and welfare of the communities in which we operate. ● Individual Characteristics. Director candidates should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment. In considering candidates for election to the Board of Directors, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates. ● Availability. Director candidates must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. Generally, therefore, the candidate should not have more than three other corporate board memberships. ● Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company. Code of Conduct The Company has adopted a Code of Conduct, which is available on our website at https://investors.nextnrg.com/governance/documents. 21 Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and are required to furnish copies to the Company. Based solely on the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed with the Securities and Exchange Commission, the following persons filed the following number of transactions on Section 16 beneficial ownership disclosure filings late for transactions: ● Mr. Daniel Arbour filed one Form 4 late with respect to three transactions. ● Mr. Jack Liebler filed one Form 4 late with respect to one transaction. ● Mr. Michael D. Farkas filed one Form 4 late with respect to one transaction. ● Mr. Avishai Vaknin filed one Form 4 late with respect to one transaction. Item 11. Executive Compensation Executive Compensation Objectives and Practices We designed our executive officer compensation program to attract, motivate and retain key executives who drive our success. We strive to have pay reflect our performance and align with the interests of long-term stockholders, which we achieve with compensation that: ● Provides executives with competitive compensation that maintains a balance between cash and stock compensation, encouraging our executive officers to act as owners with an equity stake in our company; ● Ties a significant portion of total compensation to achievement of the Company’s business goals such as revenue, and Adjusted EBITDA targets; ● Enhances retention by having equity compensation subject to multi-year vesting; and ● Does not encourage unnecessary and excessive risk taking. We evaluate both performance and compensation to ensure the Company maintains its ability to attract and retain superior employees in key positions and compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of other companies our size. Elements of Executive Compensation Our compensation for senior executive officers generally consists of the following elements: base salary; performance-based incentive compensation determined primarily by reference to objective financial operating criteria; long-term equity compensation in the form of stock options and restricted stock; and employee benefits that are generally available to all our employees. Base Salary The Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. It is our policy to set base salary levels taking into account a number of factors, such as annual revenue, the nature of the mobile fueling business, the structure of other comparable companies’ compensation programs and the availability of compensation information. When setting base salary levels, in a manner consistent with the objectives outlined above, the Board considers our performance, the individual’s breadth of knowledge and performance and levels of responsibility. In determining salaries, we did not engage compensation consultants. 22 Annual Performance-Based Incentive Compensation Our performance-based incentive compensation program is designed to compensate executives when financial performance goals are achieved. Executives have the opportunity to earn annual cash compensation equal to a percentage of their base salary. Long-Term Incentive Compensation – Equity Compensation Our executive officers are eligible for stock awards. We believe that stock awards give executives a significant, long-term interest in our success, help retain key executives in a competitive market, and align executive interests with stockholder interests and long-term performance of the Company. We have granted options as well as restricted stock under our 2023 Equity Incentive Plan, as amended (the “2023 Plan”). Stock awards also provide each individual with an added incentive to manage the Company from the perspective of an owner with an equity stake in the business. Moreover, the vesting schedule (which is generally three years for employees and one year for non-employee directors, although this may vary at the discretion of the Compensation Committee) encourages a long-term commitment to the Company by our executive officers and other participants. Each year the Compensation Committee reviews the number of shares owned by, or subject to options held by, each executive officer, and additional awards are considered based upon the executive’s past performance, as well as anticipated future performance, of the executive officer. The Compensation Committee continues to believe that equity compensation should be an important element of the Company’s compensation package. Typically, we have awarded stock options and restricted stock to executives upon joining the Company and thereafter grants may be at the discretion of the Board, a role that will be assumed by our compensation committee on a going forward basis. Generally, options are priced at the closing price of the Company’s common stock on the date of each grant, or, in the case of new employees, on such a later date as the employee joins the Company. We also have granted restricted stock to members of the Board of Directors and executive officers from time to time. We do not have a formal written policy relating to the timing of equity awards. We encourage, but we do not require, that our executive officers own stock in the Company. Retirement and Other Benefits All eligible employees in the United States are automatically enrolled in our 401(k) plan. Perquisites and Other Personal Benefits Section 162(m) of the Internal Revenue Code limits the Company deduction for federal income tax purposes to no more than $1 million of compensation paid to each of the named executive officers in a taxable year. 23 2025 Summary Compensation Table The following table shows information concerning compensation of our named executive officers during the years ended December 31, 2025 and 2024, respectively: Name and Principal Position Year Salary Bonus Stock Awards Option Awards (1) All Other Compensation (2) Total Michael D. Farkas 2025 $ - $ - $ - $ - $ 10,164 (4) $ 10,164 Chief Executive Officer (3) 2024 $ - $ - $ - $ - $ - $ - Arif Sarwat 2025 $ 218,364 $ - $ - $ - $ - $ 218,364 Chief Technology Officer (5) 2024 $ 203,747 $ - $ - $ - $ - $ 203,747 Joel Kleiner 2025 $ 228,080 $ - $ - $ 901,332 $ 34,228 (7) $ 1,163,640 Chief Financial Officer (6) 2024 $ 107,945 $ - $ - $ - $ 15,084 $ 123,029 Yehuda Levy 2025 $ 203,846 (9) $ - $ - $ - $ 38,884 (10) $ 242,730 Former Interim Chief Executive Officer (8) 2024 $ 196,154 $ - $ - $ - $ 46,465 $ 242,619 (1) Represents the aggregate grant date fair value of stock options, accounted for in accordance with ASC 718. The assumptions made in the valuations of these option awards are included in the notes to the accompanying consolidated financial statements. (2) During the year ended December 31, 2025 and 2024, the Company paid medical, dental, and vision benefits as well as made matching 401(k) contributions on behalf of the named executives herein. (3) Mr. Farkas became the Company’s Chief Executive Officer and Executive Chairman on February 13, 2025. (4) Represents health insurance benefits. (5) Mr. Sarwat became the Company’s Chief Technology Officer on February 13, 2025. (6) Mr. Kleiner became the Company’s Chief Financial Officer on February 13, 2025. (7) Represents health insurance benefits. (8) Mr. Levy ceased to be the Company’s Interim Chief Executive Officer on February 13, 2025. (9) Represents $26,923 in salary related to Mr. Levy’s services as Interim Chief Executive Officer through February 13, 2025, and $176,923 in salary related to his non-officer role as leading the mobile fueling division. (10) Represents health insurance benefits. 24 Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows information concerning compensation of our named executive officers during the years ended December 31, 2025 and 2024, respectively: Option Awards Stock Awards Name Grant Date Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock that Have Not Vested (#) Market Value of Shares of Stock that Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) Joel Kleiner (1) April 9, 2025 $ 722,290 $ 2.60 Various - $ - - $ - ( 1) The Company granted 1,143,000 options. At December 31, 2025, 285,750 shares were fully vested. The balance of 857,250 shares are expected to vest over the next 3 years. EQUITY COMPENSATION PLAN INFORMATION The following table contains summary information as of December 31, 2025 concerning the Company’s equity compensation plans pursuant to which equity securities are authorized for issuance. All of our equity compensation plans have been approved by the stockholders. Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders 4,307,000 (1) 2.60 2,101,451 (2) Equity compensation plans not approved by security holders - - - Total 4,307,000 (1) 2.60 2,101,451 (2) (1) Of this amount, 4,307,000 and 0 shares were issuable pursuant to outstanding awards under the 2023 Plan and the EzFill Holdings, Inc. 2022 Equity Incentive Plan, respectively. (2) Of this amount, 2,101,451 and 0 shares were available for future issuance under the 2023 Plan and the EzFill Holdings, Inc. 2022 Equity Incentive Plan, respectively. 25 2025 Director Compensation Table The following table provides the total compensation for each person who served as a non-employee member of our Board of Directors during the fiscal year ended December 31, 2025, including all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion or all of fiscal year 2025. Name Fees earned or Paid in Cash ($) (1) Stock Awards ($) (2) Option Awards ($) Non-equity incentive plan Compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Daniel Arbour $ - $ 385,000 $ - $ - $ - $ - $ 385,000 Bennett Kurtz $ 18,000 $ 385,000 $ - $ - $ - $ - $ 403,000 Jack Leibler $ 14,000 $ 385,000 $ - $ - $ - $ - $ 399,000 Sean Oppen $ 17,500 $ 385,000 $ - $ - $ - $ - $ 402,500 (1) Represents amounts accrued that remained unpaid as of December 31, 2025. (2) These stock awards had a grant date fair value of $385,000 each, payable in common stock. All awards were fully vested on the grant date. The valuation of these awards was determined at the annual board meeting. Directors may not sell any shares of the Company’s common stock they receive for six months from receipt of such shares. The Company also reimburses the director’s reasonable documented expenses relating to the director’s attendance at meetings of the board and reasonable out of pocket expenses incurred in connection with the performance of the director’s duties as a member of the board. We do not provide any deferred compensation, health or other personal benefits to our directors. Additionally, members are paid for their participation on various committees as follows: Name Committee Position Compensation Bennett Kurtz Audit Chairman $ 10,000 Jack Leibler Audit Member $ 5,000 Sean Oppen Audit Member $ 5,000 Sean Oppen Compensation Chairman $ 7,500 Bennett Kurtz Compensation Member $ 3,000 Jack Leibler Compensation Member $ 3,000 Jack Leibler Nominating/Governance Chairman $ 6,000 Sean Oppen Nominating/Governance Member $ 5,000 Bennett Kurtz Nominating/Governance Member $ 5,000 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information regarding beneficial ownership of the Company’s common stock as of April 15, 2026 by: (i) each named executive officer and director; (ii) all executive officers and directors of the Company as a group; and (iii) all those known by the Company to be beneficial owners of more than 5% of its common stock. 26 Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Name and Address (1) Shares of Common Stock Beneficially Owned Percentage (2) Named Executive Officers and Directors: Michael D. Farkas 77,066,456 (3) 48.96 % Arif Sarwat 13,953,558 8.91 % Joel Kleiner - * Daniel Arbour 34,121 * Bennett Kurtz 205,157 * Jack Leibler 56,007 * Sean Oppen 56,007 * All Executive Officers and Directors as a Group (7 persons) 91,371,306 (4) 58.05 % Other 5% Holders: None * Less than 1% (1) The address of each of the officers and directors is 407 Lincoln Road, Ste 9F., Miami Beach, Florida 33139. (2) The calculation in this column is based upon 156,654,973 shares of common stock, 280,000 shares of Series A convertible preferred stock, and 140,000 Series B convertible preferred stock issued and outstanding on April 15, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities within 60 days of April 15, 2026 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person. (3) Represents (i) 63,237,924 shares of common stock held by Mr. Farkas; (ii) 154,827 shares of common stock held by SIF Energy LLC; (iii) 26,578 shares of common stock held by Balance Labs, Inc.; (iv) 12,900,188 shares of common stock held by Inductive Holdings LLC; (v) 725,200 shares of common stock which may be issued upon the conversion of 140,000 shares of Series B Convertible Preferred Stock held directly, each with a stated value of $10.00 per share, at 70% of $2.78 (the minimum price on the date of issuance). Mr. Farkas has sole voting and investment control of the shares of common stock held by SIF Energy LLC, Balance Labs, Inc. and Inductive Holdings LLC; and (vi) 21,739 shares of common stock Mr. Farkas has the right to acquire related to accrued dividend shares. (4) Includes (i) 725,200 shares of common stock Mr. Farkas has the right to acquire upon conversion of 140,000 shares of Series B convertible preferred stock; and (ii) 21,739 shares of common stock Mr. Farkas has the right to acquire related to accrued dividend shares. 27 PART IV Item 15. Exhibits, Financial Statement Schedules a) Financial Statements 1) Financial statements for our Company are listed in the index under Item 8 of this document. 2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. b) Exhibits Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 1, 2021. 3.2 Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 1, 2021. 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K originally filed with the Securities and Exchange Commission on September 16, 2021. 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K originally filed with the Securities and Exchange Commission on June 18, 2024. 3.5 Certificate of Amendment to the Amended and Restated Certificate of Incorporation. (incorporated by reference to Exhibit 3.1 on Form 8-K filed July 25, 2024). 3.6 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 on Form 8-K filed February 18, 2025). 3.7 Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.4 on Form 8-K filed August 20, 2024). 3.8 Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024 with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.5 on Form 8-K filed August 20, 2024). 3.9 Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.6 on Form 8-K filed August 20, 2024). 3.10 Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (incorporated by reference to Exhibit 10.7 on Form 8-K filed August 20, 2024). 3.11 Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware as of February 13, 2025 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on February 18, 2025). 4.1 Form of Representatives Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021. 4.2 Description of Registrant’s Securities (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form 10-K filed with the Securities and Exchange Commission on March 20, 2023). 4.3 Form of Representative’s Warrants (incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 18, 2025). 10.1 Asset Purchase Agreement between Neighborhood Fuel, Inc. and Neighborhood Fuel Holdings, LLC, dated as of February 19, 2020, incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 1, 2021. 10.2 Asset Sale and Purchase Agreement between EzFill Fl, LLC and EzFill Holdings, Inc., dated as of April 9, 2019, incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 1, 2021. 28 10.3 Promissory Note, dated November 24, 2020, incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 1, 2021. 10.4 Promissory Note, dated June 25, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021. 10.5 Promissory Note dated June 25, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021. 10.6 Promissory Note dated July 26, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 17, 2021. 10.7 Promissory Note dated July 26, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 17, 2021. 10.8 Promissory Note dated August 18, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 20, 2021. 10.9 Promissory Note dated August 19, 2021 issued to Hutton Capital Management, incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 20, 2021. 10.10 Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement, incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021. 10.11† Employment Agreement between EzFill Holdings, Inc. and Richard Dery. Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 1, 2021. 10.12† Stock Incentive Plan incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 1, 2021. 10.13 Technology License Agreement between Fuel Butler, LLC and EzFill Holdings, Inc. incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 1, 2021. 10.14 Securities-Based Line of Credit, Promissory Note, Security Pledge and Guaranty Agreement incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021. 10.15 Separation Agreement and Release incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022. 10.16† Non Independent Board Member Letter Agreement incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022. 10.17 Asset Purchase and Fuel Supply Agreement dated March 2, 2022 incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022. 10.18† EZFill Holdings, Inc. 2022 Equity Incentive Plan (incorporated by reference to 8-K filed June 7, 2022) 10.19 Material Services Agreement between South Florida Motorsports, LLC and EzFill Holdings, Inc. (incorporated by reference to 8-K filed January 25, 2023) 10.20 Consulting Agreement by and between EzFill Holdings, Inc. and Lunar Project LLC dated January 27, 2023 (incorporated by reference to 8-K filed January 27, 2023) 10.21† Form of Non-Qualified Stock Option Agreement (incorporated by reference to 8-K filed January 27, 2023) 10.22 Consulting Agreement between Mountain Views Strategy Ltd. And EzFill Holdings, Inc. (incorporated by reference to 8-K filed February 16, 2023) 10.23 Promissory Note between Farkas Group, Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 10, 2023) 29 10.24 Promissory Note in the principal amount of $1,500,000 dated April 19, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed April 21, 2023) 10.25 Securities Purchase Agreement, between EzFill Holdings, Inc. and AJB Capital Investments, LLC, dated April 19, 2023 (incorporated by reference to 8-K filed April 21, 2023) 10.26 Security Agreement between EzFill Holdings Inc., and AJB Capital Investments, LLC dated April 19, 2023 (incorporated by reference to 8-K filed April 21, 2023) 10.27† Employment Agreement between Avishai Vaknin and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023) 10.28 Services Agreement between Telx Computers Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023) 10.29† Employment Agreement between Yehuda Levy and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023) 10.30 Amended and Restated Promissory Note dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 18, 2023) 10.31 Amendment to the Securities Purchase Agreement dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 18, 2023) 10.32 Amendment to Consulting Services Agreement dated May 15, 2023 between EzFill Holdings, Inc. and Mountain Views Strategy Ltd. (incorporated by reference to 8-K filed May 18, 2023) 10.33 Loan Agreement between Stripe, Inc. and EzFill Holdings, Inc. dated June 14, 2023 (incorporated by reference to 8-K filed June 20, 2023) 10.34 Promissory Note between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed July 11, 2023) 10.35 Promissory Note between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed August 3, 2023) 10.36 Amendment to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed August 4, 2023) 10.37 Promissory Note between EzFill Holdings, Inc. and NextNRG dated August 23, 2023 (incorporated by reference to 8-K filed August 24, 2023) 10.38 Promissory Note between EzFill Holdings, Inc. and NextNRG dated August 30, 2023 (incorporated by reference to 8-K filed September 6, 2023) 10.39 Promissory Note between EzFill Holdings, Inc. and NextNRG dated September 6, 2023 (incorporated by reference to 8-K filed September 7, 2023) 10.40 Promissory Note between EzFill Holdings, Inc. and NextNRG dated September 13, 2023 (incorporated by reference to 8-K filed September 15, 2023) 10.41 Amendment to the Securities Purchase Agreement dated September 18, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed September 21, 2023) 10.42 Securities Purchase Agreement effective October 25, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed November 3, 2023) 10.43 Promissory Note dated November 3, 2023 between EzFill Holdings, Inc. and NextNRG LLC (incorporated by reference to 8-K filed November 3, 2023) 10.44 Securities Purchase Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023) 10.45 Promissory Note dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023) 10.46 Second Amendment to the Security Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023) 10.47 Amended and Restated Exchange Agreement dated November 2, 2023 by and among EzFill Holdings, Inc., all members of NextNRG and Michael Farkas, an individual, as the representative of the members of NextNRG (incorporated by reference to 8-K filed November 8, 2023) 10.48† 2023 Equity Incentive Plan (incorporated by reference to 8-K filed June 6, 2023) 10.49 Promissory Note, dated December 4, 2023 (incorporated by reference to 8-K filed December 6, 2023) 10.50 Promissory Note, dated December 13, 2023 (incorporated by reference to 8-K filed December 14, 2023) 10.51 Promissory Note, dated December 18, 2023 (incorporated by reference to 8-K filed December 18, 2023) 30 10.52 Promissory Note, dated December 20, 2023 (incorporated by reference to 8-K filed December 22, 2023) 10.53 Promissory Note, dated December 27, 2023 (incorporated by reference to 8-K filed December 27, 2023) 10.54 Promissory Note, dated January 5, 2024 (incorporated by reference to 8-K filed January 8, 2024) 10.55 Global Amendment 1 dated January 11, 2024 between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed January 17, 2024) 10.56 Global Amendment 2 dated January 11, 2024 between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed January 17, 2024) 10.57 Promissory Note dated January 16, 2024 between EzFill Holdings, Inc. and NextNRG. (incorporated by reference to 8-K filed January 17, 2024) 10.58 Global Amendment dated January 17, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed January 17, 2024) 10.59 Promissory Note, dated January 25, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed January 31, 2024) 10.60 Promissory Note, dated February 7, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed February 12, 2024) 10.61 Global Amendment dated February 19, 2024 between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed February 23, 2024) 10.62 Global Amendment dated February 19, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed February 23, 2024) 10.63 Promissory Note, dated February 20, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed February 23, 2024) 10.64 Promissory Note, dated February 28, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 6, 2024) 10.65 Promissory Note, dated March 8, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 14, 2024) 10.66 Promissory Note, dated March 15, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 18, 2024) 10.67 Promissory Note, dated March 26, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 28, 2024) 10.68 Promissory Note, dated April 2, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed April 9, 2024 10.69 Promissory Note, dated April 8, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed April 10, 2024) 10.70 Promissory Note, dated April 22, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed April 26, 2024) 10.71 Global Amendment dated May 9, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 15, 2024) 10.72 Promissory Note dated May 15, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed May 21, 2024) 10.73 Promissory Note dated May 20, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed May 21, 2024) 10.74 Letter agreement between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to 8-K filed May 29, 2024) 10.75 Promissory Note dated May 28, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed June 3, 2024) 10.76 Promissory Note dated June 10, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed June 14, 2024) 10.77 Second Amended and Restated Exchange Agreement (incorporated by reference to 8-K filed June 14, 2024) 10.78 Promissory Note dated June 24, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed June 28, 2024). 10.79 Promissory Note dated July 5, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 10, 2024). 31 10.80 Promissory Note dated July 10, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 15, 2024). 10.81 First Amendment dated July 22, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc. and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 25, 2024). 10.82 Promissory Note dated July 22, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed July 25, 2024). 10.83 Promissory Note dated August 6, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 12, 2024). 10.84 Promissory Note dated August 14, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 15, 2024). 10.85 Stock Purchase Agreement, by and between the Company and Next, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 20, 2024). 10.86 Exchange Agreement, by and between the Company and Next, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.2 on Form 8-K filed August 20, 2024). 10.87 Exchange Agreement, by and between the Company and AJB, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.3 on Form 8-K filed August 20, 2024). 10.88 Second Amendment dated September 25, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended July 10, 2024, by and among EzFill Holdings, Inc. and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed September 27, 2024). 10.89 Asset Purchase Agreement, dated November 18, 2024, by and between EzFill Holdings, Inc. and Yoshi, Inc. (previously filed) 10.90 Promissory Note dated December 2, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 5, 2024). 10.91 Promissory Note dated December 3, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed December 5, 2024). 10.92 Letter of Understanding, dated as of December 12, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024). 10.93 Promissory Note dated December 17, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024). 10.94 Mobile Fueling Vendor Agreement, dated as of December 14, 2024, by and between Amazon Logistics, Inc. and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 19, 2024). 10.95 Promissory Note dated December 26, 2024 between EzFill Holdings, Inc. and Gad International Ltd. (incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 2, 2025). 10.96 Promissory Note dated December 30, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed on January 2, 2025). 10.97 Purchase and Sale Agreement, License for Entry, and Bill of Sale, dated December 27, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 3, 2025). 10.98 Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc. and Alcourt LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 21, 2025). 10.99 Amendment to Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc. and Gad International Ltd. (incorporated by reference to Exhibit 10.2 to Form 8-K filed on January 21, 2025). 32 10.100 Fee Agreement dated as of March 25, 2025 by and between the registrant and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 28, 2025). 10.101 Sale of Future Receipts Agreement, dated March 24, 2025, by and between the registrant and Redstone Advance Inc. (incorporated by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025). 10.102 Future Receivables Sale and Purchase Agreement, dated March 25, 2025, by and between the registrant and Funderzgroup LLC DBA Mr. Advance (incorporated by reference to Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025). 10.103 Standard Merchant Cash Advance Agreement, dated as of March 31, 2025 between the registrant and Wynwood Capital Group LLC (incorporated by reference to Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025). 10.104 Promissory Note issued on March 31, 2025 by the registrant in favor of Alcourt LLC (incorporated by reference to Exhibit 10.10 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025). 10.105 Promissory Note, dated May 5, 2025 by and between NextNRG, Inc. and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 9, 2025). 10.106 Promissory Note, dated May 9, 2025 by and between NextNRG, Inc. and Michael D. Farkas (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 9, 2025). 10.107 Promissory Note, dated May 19, 2025 by and between NextNRG, Inc. and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025). 10.108 Promissory Note, dated May 19, 2025 by and between NextNRG, Inc. and Michael D. Farkas(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025). 10.109 Amendment to Promissory Note, dated May 21, 2025 by and between NextNRG, Inc. and Alcourt LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025). 10.110 Promissory Note, dated June 10, 2025, issued by the registrant in favor of Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2025). 10.111 Master Lease Agreement, entered into on June 9, 2025 and dated as of May 29, 2025, between the registrant and Equify Financial, LLC (incorporated by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025). 10.112 Equipment Lease Schedule No. 001 under the Master Lease, entered into on June 9, 2025, between the registrant and Equify Financial, LLC (incorporated by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025). 10.113 Stock Purchase Agreement, dated as of June 20, 2025, between the registrant and Agile Capital Funding, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 20, 2025). 10.114 Form of Loan Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). 10.115 Form of Loan Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). 10.116 Form of Addendum to the Loan Agreement (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). 10.117 Form of Pledge Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). 10.118 Form of Escrow Agreement (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). 10.119 Amendment to Promissory Note, entered into on June 25, 2025 and dated as of June 23, 2025, by and between the registrant and Alcourt LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2025). 10.120 ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated July 3, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 3, 2025). 10.121 Stock Purchase Agreement dated as of July 11, 2025 between NextNRG, Inc. and Lender (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 17, 2025). 10.122 Promissory Note dated July 15, 2025 between NextNRG, Inc. and Lender (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 17, 2025). 33 10.123 Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). 10.124 Form of Notes (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). 10.125 Form of Warrants (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). 10.126 Form of Due Diligence Notes (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). 10.127 Form of Due Diligence Warrants (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). 10.128 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). 10.129 Form of Security Agreement (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). 10.130 Form of Guaranty (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). 10.131 Stock Purchase Agreement between the Company and Michael D. Farkas, dated September 18, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2025). 10.132 Amendment No. 1 to ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated November 14, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2025). 10.133 Power Purchase Agreement by and between NextNRG Sunnyside Microgrid LLC and Sunnyside Nursing and Post-Acute Care Center, dated November 17, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2025). 10.134 Power Purchase Agreement by and between NextNRG Topanga Microgrid LLC and Topanga Nursing and Post-Acute Care Center, dated November 17, 2025 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2025). 10.135 Stock Purchase Agreement, dated as of November 24, 2025, by and between the registrant and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 28, 2025). 10.136 Stock Purchase Agreement, dated as of January 20, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2026). 10.137 Stock Purchase Agreement, dated as of January 28, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2026). 10.138 Stock Purchase Agreement, dated as of January 29, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2026). 10.139 Stock Purchase Agreement, dated as of February 12, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 13, 2026). 10.140 Stock Purchase Agreement, dated as of February 18, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2026). 10.141 Stock Purchase Agreement, dated as of March 11, 2026, by and between the registrant and the Noteholder (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2026). 10.142 Future Receivables Sale and Purchase Agreement, entered into on March 9, 2026 and dated March 5, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2026). 10.143 Securities Purchase Agreement, dated as of Apri 1, 2026, between the registrant and Leviston Resources, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 10, 2026). 10.144 Senior Secured Convertible Promissory Note, dated April 1, 2026, issued by the registrant in favor of Leviston Resources, LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 10, 2026). 34 10.145 Pledge and Security Agreement, dated April 1, 2026, between the registrant and Leviston Resources, LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on April 10, 2026). 10.146 Business Loan and Security Agreement, entered into on April 7, 2026 and dated as of April 7, 2026, between the registrant and Cashera Private Credit Inc. (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on April 10, 2026). 10.147 Securities Purchase Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant and Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 23, 2026). 10.148 Secured Promissory Note, dated as of April 15, 2026, and issued on April 17, 2026 by the registrant in favor of Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 23, 2026). 10.149 Security Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant and Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on April 23, 2026). 10.150 Securities Purchase Agreement, dated as of April 17, 2025, by and between the registrant and FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on April 23, 2026). 10.151 Secured Promissory Note issued on April 17, 2026 by the registrant in favor of FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on April 23, 2026). 10.152 Security Agreement, dated as of April 17, 2026, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. and FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on April 23, 2026). 10.153 Business Loan and Security Agreement, dated as of April 27, 2026, by and between the registrant and Venture Debt, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 1, 2026). 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on March 27, 2025). 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed April 1, 2024). 21.1* List of Subsidiaries. 23.1* Consent of M&K CPAs, PLLC 31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Definition Link 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith ** Furnished herewith † Management contract or compensatory plan or arrangement. 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on May 11, 2026. NEXTNRG, INC. By: /s/ Michael D. Farkas Michael D. Farkas Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities indicated on May 11, 2026. By: /s/ Michael D. Farkas Michael D. Farkas Chief Executive Officer and Director (Principal Executive Officer) By: /s/ Joel Kleiner Joel Kleiner Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) By: /s/ Bennett Kurtz Bennett Kurtz Director By: /s/ Jack Leibler Jack Leibler Director By: /s/ Sean Oppen Sean Oppen Director By: /s/ Daniel Arbour Daniel Arbour Director 36