NextNRG Insider Gift: Farkas Donates 1M Shares, Keeps Majority Holding

Rhea-AI Filing Summary

NextNRG, Inc. (NXXT) – Form 4 Insider Transaction

On 06/20/2025, CEO, Executive Chairman, Director and 10% owner Michael D. Farkas filed a Form 4 reporting a bona fide gift (Transaction Code G) of 1,000,000 common shares to Congregation Bais Avrohom Zev. Because the shares were gifted, no price was received and Mr. Farkas relinquishes both voting and investment power over them.

• Post-transaction beneficial ownership: 74,232,561 common shares.
• Ownership breakdown: 61,150,968 shares held directly; 154,827 via SIF Energy LLC; 26,578 via Balance Labs, Inc.; 12,900,188 via Inductive Holdings LLC.
• The 1 million-share disposition represents roughly 1.3% of Mr. Farkas’ previously reported holdings, leaving him with a very substantial equity stake.
• Insider roles: CEO, Executive Chairman, Director and >10% owner remain unchanged.

Investor take-away: The transaction reduces insider ownership slightly but is philanthropic in nature rather than a market sale, limiting potential negative market signaling. Mr. Farkas continues to hold more than 74 million shares, maintaining significant alignment with shareholders and influence over corporate direction. No financial terms, earnings data or strategic changes were disclosed in this filing.

Positive

• Transaction is a bona fide gift, not a sale for personal liquidity, limiting negative market perception.
• Insider retains 74.2 million shares, maintaining strong alignment with shareholder interests.

Negative

• Insider ownership decreases by 1,000,000 shares, modestly reducing voting power.
• Concentration of control remains very high; governance risks linked to dominant ownership persist.

Insights

Financial Analyst

TL;DR – Gift of 1 M shares; insider still holds 74 M; negligible dilution, neutral market impact.

The Form 4 shows a non-monetary gift, signalling no cash-out by the CEO. The 1 million shares constitute a small fraction of his stake and should not materially influence float or trading dynamics. Given the absence of sale proceeds, the filing neither suggests liquidity concerns nor bearish sentiment. Retained ownership exceeding 74 million shares continues to align executive incentives with shareholder value. Overall, the event is operationally and financially immaterial for NextNRG.

Corporate Governance Expert

TL;DR – Philanthropic transfer reflects personal giving, minor impact on governance control.

From a governance lens, gifting shares to a charitable entity marginally lowers the CEO’s voting power yet leaves him overwhelmingly dominant. Because the recipient organization is independent and the filer retains no control, the transaction meets Rule 10b5-1 safe-harbor for gifts and raises no related-party concerns. Investors should note that board influence and insider control remain effectively unchanged.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FARKAS MICHAEL D

(Last) (First) (Middle)

C/O NEXTNRG, INC.

67 NW 183RD STREET

(Street)

MIAMI FL 33139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXTNRG, INC. [ NXXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	06/20/2025		G(1)		1,000,000	D(1)	(1)	74,232,561(2)	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person disposed of 1,000,000 shares of Common Stock as a bona fide gift to Congregation Bais Avrohom Zev. (the "Congregation"). The Reporting Person does not have voting or investment power with respect to the shares held by the Congregation.

2. Amount of Securities Beneficially Owned includes (i) 61,150,968 shares of Common Stock held directly, (ii) 154,827 shares of Common Stock held by SIF Energy LLC, (iii) 26,578 shares of Common Stock held by Balance Labs, Inc., and (iv) 12,900,188 shares of Common Stock held by Inductive Holdings LLC. The Reporting Person has voting and investment control of such shares of Common Stock held by SIF Energy LLC, Balance Labs, Inc. and Inductive Holdings LLC.

	/s/ Michael D. Farkas	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many NXXT shares did CEO Michael D. Farkas dispose of?

He gifted 1,000,000 common shares on 06/20/2025.

What is Farkas' total NXXT shareholding after the gift?

His beneficial ownership stands at 74,232,561 shares following the transaction.

Was the transaction a sale or a gift?

The Form 4 lists the transaction code G, indicating a bona fide gift.

Does the gift affect Farkas' role at NextNRG?

No. He remains CEO, Executive Chairman, Director and 10% owner.

Who received the gifted NXXT shares?

The shares were donated to Congregation Bais Avrohom Zev; Farkas retains no control over them.