NextNRG (NXXT) enters $100,000 stock purchase deal at $0.75 per share

Rhea-AI Filing Summary

NextNRG, Inc. entered into a new stock purchase agreement with an investor on February 18, 2026. Under this agreement, the company will sell 133,333 shares of its common stock for a total purchase price of $100,000, which equals $0.75 per share. The agreement includes customary representations, warranties and covenants, and the full contract is filed as an exhibit for reference.

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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): February 18, 2026

NEXTNRG, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40809		84-4260623
(State or other jurisdiction of 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 ☒

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On February 18, 2026, NextNRG, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “February 18 SPA”) with an investor (the “Purchaser”). Pursuant to the terms of the February 18 SPA, the Company agreed to sell, and the Purchaser agreed to purchase, 133,333 shares of the Company’s common stock at a purchase price of $100,000, representing a price per share of $0.75. The February 18 SPA contains customary representations, warranties and covenants.

The foregoing description of the February 18 SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the February 18 SPA, a copy of which is filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Stock Purchase Agreement, dated as of February 18, 2026, by and between the registrant and the Purchaser.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) is the type that the Company treats as private or confidential.

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: February 23, 2026	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer

FAQ

What agreement did NextNRG (NXXT) enter on February 18, 2026?

NextNRG entered a Stock Purchase Agreement with an investor on February 18, 2026. The company agreed to issue common shares for cash under customary terms and filed the contract as an exhibit.

How many shares is NextNRG (NXXT) selling under the February 18, 2026 deal?

NextNRG is selling 133,333 shares of common stock under the February 18, 2026 Stock Purchase Agreement. These newly issued shares are being sold directly to a single investor pursuant to the agreement.

What is the total purchase price in NextNRG’s February 18, 2026 stock sale?

The total purchase price is $100,000 for the shares sold on February 18, 2026. This amount reflects the aggregate consideration the investor agreed to pay for the common stock.

What price per share is NextNRG (NXXT) receiving in this stock sale?

NextNRG is receiving $0.75 per share in the February 18, 2026 transaction. This price results from dividing the total purchase price of $100,000 by the 133,333 common shares being issued.

Where can investors find the full February 18, 2026 Stock Purchase Agreement for NextNRG?

Investors can review the full Stock Purchase Agreement in Exhibit 10.1 attached to the filing. The exhibit contains complete contractual terms, including representations, warranties and covenants referenced in the summary.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 93.5 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB