NextNRG (Nasdaq: NXXT) raises $225,000 through new stock purchase deal

Rhea-AI Filing Summary

NextNRG, Inc. entered into a Stock Purchase Agreement with an investor on February 12, 2026. Under this agreement, the company will sell 300,000 shares of its common stock at a total purchase price of $225,000, or $0.75 per share.

The agreement includes customary representations, warranties, and covenants between the parties. The full Stock Purchase Agreement is provided as an exhibit to the filing for investors who want to review the detailed terms.

Insights

Equity Capital Markets Analyst

NextNRG records a small common stock sale to a single investor.

NextNRG, Inc. agreed to sell 300,000 common shares to one purchaser for $225,000, implying a price of $0.75 per share. This is documented through a Stock Purchase Agreement that includes customary representations, warranties, and covenants.

The transaction brings cash into the company in exchange for newly issued equity, modestly increasing the share count. Actual impact on existing holders depends on the company’s overall size and capital structure, which are not detailed in this excerpt.

The full Stock Purchase Agreement is filed as Exhibit 10.1 and will govern specific rights and obligations between NextNRG and the investor. Subsequent company filings may place this transaction in context alongside other financing activities.

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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 12, 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 12, 2026, NextNRG, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “February 12 SPA”) with an investor (the “Purchaser”). Pursuant to the terms of the February 12 SPA, the Company agreed to sell, and the Purchaser agreed to purchase, 300,000 shares of the Company’s common stock at a purchase price of $225,000, representing a price per share of $0.75. The February 12 SPA contains customary representations, warranties and covenants.

The foregoing description of the February 12 SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the February 12 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 12, 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 13, 2026	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer

FAQ

What transaction did NextNRG (NXXT) disclose in this 8-K filing?

NextNRG disclosed a Stock Purchase Agreement with an investor for common shares. The company agreed to sell 300,000 shares of common stock for $225,000, documenting the terms and customary covenants in an agreement attached as Exhibit 10.1 to the filing.

How much capital is NextNRG (NXXT) raising and at what share price?

NextNRG is raising $225,000 by selling common stock to an investor. The price per share is $0.75, derived from selling 300,000 shares, as specified directly in the Stock Purchase Agreement described in the 8-K filing.

How many shares are involved in NextNRG’s February 12, 2026 stock purchase agreement?

The agreement covers 300,000 shares of NextNRG’s common stock. These shares are being sold to a single investor under a negotiated Stock Purchase Agreement, with detailed terms and customary protections documented in Exhibit 10.1 to the current report.

Who are the parties to NextNRG’s new Stock Purchase Agreement?

The Stock Purchase Agreement is between NextNRG, Inc. and an investor referred to as the Purchaser. The filing identifies NextNRG as the registrant and counterparty, with the investor agreeing to buy 300,000 common shares for a total price of $225,000.

Where can investors find the full terms of NextNRG’s stock sale?

Investors can review the full Stock Purchase Agreement in Exhibit 10.1 to the 8-K. The filing states that the summary is qualified in its entirety by that exhibit, which contains the detailed terms, representations, warranties, and covenants governing the transaction.

What SEC form did NextNRG (NXXT) use to report this stock purchase agreement?

NextNRG used a Form 8-K current report to disclose the agreement. The transaction is described under the item covering entry into a material definitive agreement, with the Stock Purchase Agreement attached as an exhibit for detailed review by shareholders and other market participants.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 95.3 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