Form 8-K

8-K — NEXTNRG, INC.

Accession: 0001493152-26-016917

Filed: 2026-04-16

Period: 2026-04-15

CIK: 0001817004

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): April 15, 2026

NEXTNRG,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40809

84-4260623

(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.

April 15, 2026, NextNRG, Inc. (the “Company”) issued a press release announcing its financial results for the full year and

fourth quarter ended December 31, 2025. 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 April 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:

April 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 Full Year and Fourth Quarter 2025 Financial Results

Revenue

Increases 195% Year Over Year to $81.8 Million

MIAMI, FL — April 15, 2026 — (GLOBE NEWSWIRE) — NextNRG,

Inc. (NASDAQ: NXXT) (“NextNRG” or the “Company”), a pioneer in AI-driven energy innovation transforming how energy

is produced, managed, and delivered, today reported financial results for the full year and fourth quarter ended December 31, 2025.

“In 2025, we generated $81.8 million in revenue, representing a 195%

increase over the $27.8 million generated in 2024. That level of growth reflects the scale we achieved through fleet integration, new

market expansion, and improving operational execution across our platform,” said Michael D. Farkas, Founder and CEO of NextNRG.

“At the same time, we expanded margins and signed our first long-term energy infrastructure agreements. We believe 2025 established

the operational foundation for continued margin expansion and long-term revenue growth.”

2025 Key Financial Metrics

Metric

FY 2025

FY 2024

Revenue

$ 81.8 M

$ 27.8 M

Gross Profit

$ 6.9 M

$ 1.8 M

Gross Margin

8.4 %

6.4 %

Operating Loss (GAAP) ¹

$ (70.2 )M

$ (11.7 )M

Net Loss (GAAP) ¹

$ (88.2 )M

$ (21.4 )M

Adjusted EBITDA ²

17.1

$ 8.9 M

(1) Includes $42.6M in non-cash stock-based compensation.

(2)

Adjusted EBITDA excludes net interest expense, taxes, depreciation and amortization, impairment charges, and stock-based compensation.

See the reconciliation of net loss to Adjusted EBITDA in “Full Year 2025 Financial Results” below and “Non-GAAP Financial

Measures” below for additional important disclosures.

Full

Year 2025 Financial Results

Revenue

for the year ended December 31, 2025 was $81,835,279, compared to $27,770,280 in 2024, representing growth of 195% year-over-year. Revenue

growth was driven by expansion of the Company’s Mobile Fuel Delivery platform, including fleet integration, entry into new markets,

and increased activity with commercial fleet customers.

Gross

profit increased to $6,907,030, compared to $1,786,938 in 2024, representing approximately 286% year-over-year growth. Consolidated gross

margin improved to 8.4%, compared to 6.4% in the prior year, reflecting improving operating efficiency as the network scaled.

Operating

loss for 2025 was $70,192,548 and net loss was $88,175,997. Results included $42,589,563 in non-cash stock-based compensation, $17,011,361

in interest expense, and an $8,535,825 non-cash impairment charge. Adjusted EBITDA for the full year 2025 was $17,090,337, compared

to $8,937,850 in 2024, representing an increase of approximately 91% year-over-year.

The

following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the years ended December

31, 2025 and 2024:

Net Loss/Adjusted EBITDA Reconciliation

FY 2025

FY 2024

Net Loss (GAAP)

$ (88,175,997 )

$ (21,396,633 )

Add: Interest expense, net

17,983,449

9,367,915

Add: Depreciation and amortization

2,689,293

1,545,806

Add: Impairment charges

8,535,825

13,422

Add: Stock-based compensation

42,589,563

1,531,640

Adjusted EBITDA (1)

$ 17,090,337

$ 8,937,850

(1) Adjusted

EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” below

for additional important disclosures.

Fourth

Quarter 2025 Results

The

fourth quarter of 2025 represented the Company’s strongest operating period of the year. Mobile fuel delivery revenue was approximately

$23 million, comprised of approximately $7.4 million in October 2025, $7.5 million in November 2025, and $8.0 million in December 2025.

December 2025 revenue represented 253% year-over-year growth, with fuel volumes of approximately 2.53 million gallons.

Gross

margin in the fuel delivery business was approximately 10.4% in the fourth quarter of 2025, compared to the full-year consolidated average

of 8.4%. Management attributes this improvement to route optimization, tighter scheduling discipline, and improved fleet utilization

in more mature markets.

Strategic

Update

During

2025, the Company expanded its operating footprint, integrated acquired fleet assets, and executed its first long-term energy infrastructure

agreements. These agreements combine on-site generation, battery storage, and intelligent energy management under long-term structured

contracts.

The

Company ended 2025 with an active pipeline of smart microgrid opportunities across healthcare, manufacturing, amusement parks, municipalities,

and logistics facilities. Management believes 2025 established the operational foundation for converting pipeline opportunities into

contracted revenue while continuing to improve unit economics across the fueling platform.

“2025

was the year we scaled the platform,” added Mr. Farkas. “We almost tripled revenue, expanded nationally, improved margins,

and signed our first infrastructure contracts. We believe these milestones position the Company for continued operational improvement

and long-term growth.”

Non-GAAP

Financial Measures

This

press release references Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA should not be considered a substitute for GAAP-basis

measures, nor should it be viewed as a substitute for operating results determined in accordance with GAAP. We believe that the presentation

of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation, amortization,

impairment of goodwill, other intangibles and fixed assets, and stock 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 “Full Year 2025 Financial Results”

above for a reconciliation of Adjusted EBITDA to net loss.

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.

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.

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

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