Nextnrg exchanged $7M debt for preferred stock

Item

1.01 Entry into a Material Definitive Agreement.

Exchange

Agreement

On

November 2, 2026, NextNRG, Inc. (the "Company") and its wholly owned subsidiary, NextNRG Holding Corp. ("NXXT Sub"), entered into a Debt Exchange Agreement (the "Exchange Agreement") with Michael D. Farkas, the Company's Chief Executive

Officer, a member of the Company's board of directors (the "Board") and a principal stockholder of the Company. The transactions contemplated by the Exchange Agreement closed on November 3, 2026. Pursuant to the Exchange Agreement, Mr. Farkas exchanged outstanding amounts owed to him by the Company or NXXT Sub in an aggregate amount of $7,000,000 comprised of: (i) promissory notes issued by the Company or NXXT Sub with an aggregate outstanding principal amount of $3,629,924, (ii) accrued and unpaid interest of $2,749,169 on such promissory notes, and (iii) $620,907 of accrued and unpaid fees owed by NXXT Sub to Mr. Farkas for his personal guarantees of certain of the Company's or NXXT Sub's obligations (collectively, the "Exchanged

Amounts"), for 7,000 shares of the Company's newly designated Series D Convertible Voting Preferred Stock, par value $0.0001 per share, with an initial stated value of $1,000 per share (the "Series D Preferred"). The Series D Preferred⁵ is the sole consideration for the exchange, and no cash was paid. Upon issuance of the Series D Preferred, the Exchanged Amounts were cancelled in full and any related security interests, guaranties and other credit support were released.

No amounts owed by the Company or its subsidiaries to Mr. Farkas or his affiliates other than the amounts set forth above (the "Excluded Obligations") were satisfied by the exchange and all such unexchanged amounts remain outstanding. Pursuant to the Voting Agreement (as defined below), for so long as any shares of the Company's Series C Convertible Non-Voting Preferred Stock, par value $0.0001 per share (the "Series C Preferred") are outstanding, no Excluded Obligation may be paid in cash or other property except as permitted by the Company's Amended and Restated Voting, Support and Standstill Agreement, dated as of October 7, 2026 (the "Voting Agreement"), and the Certificate of Designation of Preferences, Rights and Limitations of Series

C Convertible Non-Voting Preferred Stock (the "Series C Certificate"). Pursuant to the Exchange Agreement, Mr. Farkas agreed that, for so long as any shares of Series C Preferred is outstanding, he and his affiliates will (i) vote all shares of the Company's capital stock held by them in favor of any increase in authorized shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") sand any other stockholder approval required under the Series C Certificate or the related securities purchase agreement, and in favor of any amendment of the Series C Certificate approved by the Required Holders (as defined in the Series C Certificate), (ii) not sell, on any trading day, shares of Common Stock issued upon conversion of the Series D Preferred in excess of 5% of the daily trading volume of the Common Stock, and (iii) not engage in any short sale, hedging or derivative transaction with respect to the Common Stock. Mr. Farkas has also agreed not to vote for the purpose of causing or preventing a Reconversion (as defined below), and any transferee of the Series D Preferred must agree to be bound by these restrictions.

Series

D Preferred Stock

On November 3, 2026, following the

approval of the Board, the Company filed the Certificate of Designation of Preferences and Rights of Series D Convertible Voting

Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Nevada. The following is a summary of the material terms of the Series D Preferred. Capitalized terms used but not defined herein have the meanings ascribed to them in the Certificate of Designation.

Stated¹

Value .^{1 1}Each share of Series D Preferred has a stated value equal to $1,000 (the "Stated Value")¹

Dividends.¹

Each share of Series D Preferred accrues cumulative dividends at an annual rate of 18% of the Stated Value, compounding monthly¹, which accrete to and increase the Stated Value on the last day of each calendar month unless the Board elects to pay such dividends in cash.

For so long as any shares of Series C Preferred are outstanding, no cash dividend may be paid on the Series D Preferred. Holders also participate on an as-converted basis in dividends and distributions on the Common Stock.²

Conversion.³

Each share of Series D Preferred is convertible at any time at the option of the holder into shares of Common Stock at a conversion rate determined by dividing the Stated Value (including accreted dividends) plus accrued and unpaid dividends by the Conversion Price (as defined in the Certificate of Designation).^{3 3}The initial Conversion Price is $2.20 per share.³ In connection with a merger, share exchange, reclassification or similar transaction, holders are entitled to receive upon conversion the same kind and amount of consideration received by holders of Common Stock.

Anti-Dilution

Protection . The Conversion Price is subject to proportionate adjustment for stock splits and combinations and to reduction upon the issuance of Common Stock (or securities convertible into Common Stock) at a price below the then-current Conversion Price, subject to certain exempt issuances, including issuances relating to the Series C Preferred. The Conversion Price may not be reduced below (i) the Nasdaq Minimum Price measured immediately before the applicable issuance, (ii) until stockholder approval under Nasdaq Listing Rules

5635(c) and 5635(d) is obtained and effective, the Conversion Price in effect on the Original Issuance Date, or (iii) in all cases, a floor price of $0.44 per share.

Voting⁵

Rights.^{5 5}Holders of Series D Preferred vote together with the holders of Common Stock as a single class on all matters on which holders of Common Stock are entitled⁵

Item

3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of Series D Preferred were, and the shares of Common Stock issuable upon conversion thereof will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities⁶

Act").^{6 6}Mr. Farkas is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act.⁶

Item

3.03 Material Modification to Rights of Security Holders.

The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series D Preferred ranks senior to the Common Stock with respect to dividends and distributions upon liquidation⁴, votes together with the Common Stock on an as-converted basis, and has a separate class vote on adverse amendments to its terms⁵ and on the issuance of senior or parity stock.