NXXT Insider Filing: Michael Farkas Adds 21,739 Shares; Beneficial Ownership 74.25M

Rhea-AI Filing Summary

Michael D. Farkas, CEO and Executive Chairman of NextNRG, Inc. (NXXT), reported a Form 4 disclosing a non-derivative acquisition dated 08/25/2025. He received 21,739 shares of Common Stock as a dividend on Series B Preferred shares at a recorded price of $2.77 per share. Following the transaction, the reporting person beneficially owns 74,254,300 Common Shares, comprising 61,172,707 held directly and additional holdings through SIF Energy LLC, Balance Labs, Inc. and Inductive Holdings LLC, over which he asserts voting and investment control. The filing is signed 08/26/2025.

Positive

• Timely disclosure of insider share acquisition improves transparency for investors
• Detailed breakdown of beneficial ownership across direct and indirect holdings clarifies control

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider receipt of shares via dividend increased reported beneficial ownership; disclosure improves transparency.

The Form 4 documents a non-derivative acquisition of 21,739 common shares as a dividend on Series B preferred holdings. The transaction appears administrative rather than a market purchase or sale and does not, by itself, change control dynamics materially given the aggregate stake reported. The filing is useful for tracking insider ownership and potential dilution from preferred conversions or dividends.

Corporate Governance Expert

TL;DR: Insider disclosure is timely and complete for declared dividend share issuance; control assertions are specified.

The report clearly states that Mr. Farkas is a director, CEO, executive chairman and a >10% owner and discloses the composition of his beneficial holdings across direct and indirect entities. The form notes voting and investment control of shares held through affiliated entities, which is important for assessing related-party influence and governance oversight.

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
Estimated average burden
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)
08/25/2025

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	08/25/2025		A		21,739(1)	A	$2.77	74,254,300(2)	D

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. Shares issued as dividend on Series B Preferred Shares held by reporting person

2. Amount of Securities Beneficially Owned includes (i) 61,172,707 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	08/26/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Michael D. Farkas report on Form 4 for NXXT?

He reported a non-derivative acquisition of 21,739 common shares on 08/25/2025, received as a dividend on Series B preferred shares.

How many NXXT shares does Michael D. Farkas beneficially own after the transaction?

He beneficially owns 74,254,300 common shares in total, combining direct and indirect holdings.

What is the reported price associated with the Form 4 transaction?

The transaction is recorded with a price of $2.77 per share.

What entities hold additional shares reported under Mr. Farkas's control?

Additional shares are held by SIF Energy LLC, Balance Labs, Inc., and Inductive Holdings LLC, over which he reports voting and investment control.

What roles does the reporting person hold at NextNRG (NXXT)?

The form identifies Michael D. Farkas as a Director, CEO and Executive Chairman, and a 10% owner of the issuer.