Form 8-K

8-K — NEXTNRG, INC.

Accession: 0001493152-26-023737

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001817004

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001817004

2026-05-15

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C., 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 15, 2026

NEXTNRG,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40809

83-4260623

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

407

Lincoln Rd. #9F, Miami Beach, Florida 33190

(Address

of principal executive offices, including Zip Code)

(305)

791-1169

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001

par value per share

NXXT

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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. ☐

Item

2.02. Results of Operations and Financial Condition.

May 15, 2026, NextNRG, Inc. (the “Company”) issued a press release announcing its financial results for the three months

ended March 31, 2026. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.

The

information included in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended

(the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press release of the registrant issued on May 15, 2026.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

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

undersigned hereunto duly authorized.

NextNRG,

Inc.

Date: May 15, 2026

By:

/s/

Michael Farkas

Name:

Michael Farkas

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

NextNRG

Reports First Quarter 2026 Financial Results

Revenue

Increased 29% Year-Over-Year to $21.1 Million While Gross Profit More Than Tripled

Interest

Expense Declined 80% as Company Advances Microgrid Pipeline and Optimizes Fueling Operations

MIAMI,

FL - May 15, 2026 - NextNRG, Inc. (NASDAQ: NXXT) (“NextNRG” or the “Company”), a pioneer in AI-driven energy

innovation transforming how energy is produced, managed, and delivered, today announced financial results for the first quarter ended

March 31, 2026.

“Our

first quarter results reflect disciplined execution across both segments of our business,” said Michael D. Farkas, Founder and CEO

of NextNRG. “Revenue grew 29% year-over-year, gross profit more than tripled, and we reduced interest expense by 80% compared to

the same quarter last year. These results demonstrate the progress we are making in scaling and optimizing our fueling operations while

continuing to advance our energy infrastructure pipeline in a fiscally disciplined manner.”

Mr.

Farkas continued, “We remain focused on what matters: growing revenue, improving unit economics, progressing our microgrid pipeline,

and managing our cost structure with discipline. We believe this approach positions NextNRG to deliver long-term value as both segments

of our business continue to develop.”

First

Quarter 2026 Financial Highlights

Metric

Q1 2026

Q1 2025

Revenue

$ 21,059,130

$ 16,272,673

Gross Profit

$ 1,711,710

$ 517,969

Gross Margin %

8.1 %

3.2 %

Loss from Operations

$ (10,093,843 )

$ (5,753,872 )

Net Loss

$ (10,766,492 )

$ (8,937,999 )

Interest Expense

$ 680,596

$ 3,323,397

Adjusted EBITDA (1)

$ (1,155,146 )

$ (3,395,542 )

(1)

Adjusted EBITDA is a non-GAAP financial measure. See reconciliation and Non-GAAP Financial Measures disclosure below.

First

Quarter 2026 Financial Results

Revenue

for the three months ended March 31, 2026 was $21,059,130, compared to $16,272,673 in the first quarter of 2025, representing growth

of 29% year-over-year. Revenue growth was driven by continued expansion of the Company’s mobile fueling operations, including growth

in fuel volumes delivered and an increase in the average price per gallon across existing markets.

Gross

profit increased to $1,711,710, compared to $517,969 in the first quarter of 2025. Gross margin percentage expanded to 8.1% from 3.2%

in the prior-year period, reflecting continued improvements in route optimization, fleet utilization, and operating efficiency across

the Company’s fueling platform.

Loss

from operations was $10,093,843 for the first quarter of 2026, compared to $5,753,872 for the first quarter of 2025. The increase in

operating loss was primarily attributable to $7,859,677 in non-cash stock-based compensation expense recorded during the first quarter

of 2026 in connection with shares issued for services. Excluding this non-cash item, the Company continued to make progress on cost discipline

relative to revenue growth.

Net

loss was $10,766,492 for the first quarter of 2026, compared to $8,937,999 for the first quarter of 2025. For the first quarter of 2026,

net loss available to common stockholders was $10,880,521 after preferred stock dividends, compared to $8,960,972 for the first quarter

of 2025.

Interest

expense was $680,596 for the first quarter of 2026, compared to $3,323,397 for the first quarter of 2025, representing an 80% reduction

year-over-year and reflecting lower financing-related charges and reduced amortization of debt discounts as a result of the Company’s

refinancing activity in 2025.

The

Company continues to advance its energy infrastructure segment, including its smart microgrid pipeline, and remains focused on scaling

and optimizing its mobile fueling operations. Both segments are being managed with an emphasis on disciplined operational and fiscal

execution.

Adjusted

EBITDA

The

following table presents a reconciliation of net loss to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

Net Loss to Adjusted EBITDA Reconciliation

Q1 2026

Q1 2025

Net loss

$ (10,766,492 )

$ (8,937,999 )

Add: Interest expense

680,596

3,323,397

Add: Depreciation and amortization

1,071,073

733,336

Add: Stock-based compensation

7,859,677

1,485,724

Adjusted EBITDA

$ (1,155,146 )

$ (3,395,542 )

Adjusted

EBITDA was $(1,155,146) for the first quarter of 2026, compared to $(3,395,542) for the first quarter of 2025. The $2,240,396 improvement

year-over-year reflects the significant reduction in interest expense and improvement in gross profit, partially offset by the increase

in non-cash stock-based compensation expense recorded during the first quarter of 2026.

Balance

Sheet and Liquidity

of March 31, 2026, the Company had:

●

Cash and cash equivalents of $208,048, compared to $2,116,932 and $384,140 at March 31, 2025 and December 31, 2025, respectively

●

Total assets of $12,263,129, compared to $11,063,353 at December 31, 2025

●

Accounts receivable of $2,900,153, compared to $2,039,214 at December 31, 2025

Management

continues to evaluate multiple financing and strategic initiatives intended to support working capital requirements, operational growth,

and expansion of the Company’s energy infrastructure platform.

Looking

Ahead: Scaling the Integrated Energy Platform

NextNRG

is focused on expanding its integrated platform across three infrastructure-aligned revenue streams:

●

Utility Operating System and Smart Microgrids: Advancing the Company’s AI-driven microgrid pipeline across commercial, healthcare,

municipal, industrial and federal markets through power purchase agreements and SaaS arrangements.

●

Wireless EV Charging: Progressing from development toward commercial deployment, with a focus on fleet operators, logistics facilities,

and industrial equipment applications.

●

Mobile Fueling Logistics: Continuing to scale and optimize national fueling operations with a focus on route efficiency, fleet utilization,

and disciplined cost management.

Non-GAAP

Financial Measures

Adjusted

EBITDA is a non-GAAP financial measure. Adjusted EBITDA should not be considered a substitute for measures prepared in accordance with

accounting principles generally accepted in the United States (“GAAP”), nor should it be viewed as a substitute for operating

results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA, which excludes the impact of net interest

expense, taxes, depreciation, amortization, and stock-based compensation expense, provides useful supplemental information that is essential

to a proper understanding of our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation

methods that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe

that Adjusted EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude

items that may obscure underlying performance and distort comparability. See the reconciliation of net loss to Adjusted EBITDA above.

About

NextNRG, Inc.

NextNRG,

Inc. (NextNRG) is Powering What’s Next by integrating artificial intelligence (AI) and machine learning (ML) into utility infrastructure,

battery storage, wireless EV in-motion charging, renewable energy and mobile fuel delivery, to create a unified platform for modern energy

management.At the core of its strategy is the Next Utility Operating System®, which uses AI to optimize both new and existing infrastructure

across microgrids, utilities, and fleet operations. NextNRG’s smart microgrids serve commercial, healthcare, educational, tribal, and

government sites delivering cost savings, reliability, and decarbonization. The company also operates one of the nation’s largest on-demand

fueling fleets and is advancing wireless charging to support fleet electrification.To learn more, visit www.nextnrg.com.

Forward-Looking

Statements

This

press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement

describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement and should

be considered an at-risk statement. Words such as “expect,” “intends,” “will,” and similar expressions

are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including, but not

limited to, those related to NextNRG’s business and macroeconomic and geopolitical events. These and other risks are described in NextNRG’s

filings with the Securities and Exchange Commission from time to time. NextNRG’s forward-looking statements involve assumptions that,

if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking

statements. Although NextNRG’s forward-looking statements reflect the good faith judgment of its management, these statements are based

only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes no obligation to update any forward-looking

statements for any reason. As a result, you are cautioned not to rely on these forward-looking statements.

Investor

Relations Contact

NextNRG,

Inc.

Sharon

Cohen

SCohen@nextnrg.com

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

May 15, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 15, 2026

Entity File Number

001-40809

Entity Registrant Name

NEXTNRG,

INC.

Entity Central Index Key

0001817004

Entity Tax Identification Number

83-4260623

Entity Incorporation, State or Country Code

Entity Address, Address Line One

407

Lincoln Rd. #9F

Entity Address, City or Town

Miami Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

33190

City Area Code

(305)

Local Phone Number

791-1169

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001

par value per share

Trading Symbol

NXXT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration