What changed in this filing

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Item 5. Other Information

2026-08-13 compared with 2026-05-15 · 35 added, 16 removed, 17 unchanged (75% of the section changed)

3 unchanged sentences

During the registrant’s last fiscal quarter, no director or officer adopted or terminated :

(i) any contract, instruction or written

plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

(a “Rule 10b5-1 trading arrangement”);

and/or (ii) any “non-Rule

10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

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 on January 26, 2026).

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 on February 2, 2026).

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 on February 2, 2026).

(i) any contract, instruction or

written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule

10b5-1(c) (a “Rule 10b5-1 trading arrangement”);

and/or (ii) any “non-Rule 10b5-1 trading

arrangement” as defined in Item 408(c) of Regulation S-K.

Securities Purchase Agreement, dated as of April 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 on April 10, 2026).

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 on April 10, 2026).

Pledge and Security Agreement, dated as of 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 on April 10, 2026).

Business Loan and Security Agreement, entered into on April 7, 2026 and dated as of April 1, 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 on April 10, 2026).

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 on April 23, 2026).

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 on April 23, 2026).

Security Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp.

and Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on April 23, 2026).

Securities Purchase Agreement, dated as of April 17, 2026, 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).

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).

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).

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).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 28, 2026).

Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 28, 2026).

Stock Purchase Agreement, dated June 16, 2026, 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 on June 18, 2026).

Standard Merchant Cash Advance Agreement, dated as of June 30, 2026 by and between the registrant and Avanza Capital Holdings, LLC(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 7, 2026).

Rule 13a-14(a) Certification of Principal Executive Officer.

13a-14(a) Certification of Principal Financial Officer.

Certification

Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive

Officer and Principal Financial Officer.

Rule 13a-14(a) Certification of Principal Financial Officer.

Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer.

XBRL Instance Document

7 unchanged sentences

Furnished herewith.

Management contracts and

compensation plans and arrangements.

Certain identified information has been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is

the type of information that the registrant customarily and actually treats as private or confidential, and (ii) is not material.

to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the

undersigned, thereto duly authorized.

NEXTNRG, INC.

August 13, 2026

/s/ Michael D.

Executive Officer (principal executive officer)

Financial Officer (principal financial officer and principal

August 13, 2026

/s/ Joel Kleiner

Financial Officer (principal financial officer and principal accounting officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information