NXXT CEO & 10% owner acquires 1M shares via debt conversion

Rhea-AI Filing Summary

NextNRG, Inc. insider reports stock received for debt settlement. A reporting person who is a director, CEO, executive chairman and 10% owner of NextNRG, Inc. (NXXT) acquired 1,000,000 shares of common stock on 11/24/2025. The shares were issued at $1.04 per share in exchange for settling issuer indebtedness totaling $1,040,000 under promissory notes dated between June 29, 2023 and February 18, 2025.

Following this transaction, the reporting person beneficially owns 63,194,446 common shares directly, plus additional indirect holdings of 154,827, 26,578, and 12,900,188 shares through affiliated entities. The individual also holds 140,000 shares of Series B preferred stock that may be converted into 725,200 common shares at a formula tied to $2.78 per share.

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.

407 LINCOLN RD. #9F

(Street)

MIAMI BEACH 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)
11/24/2025

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	11/24/2025		A(1)		1,000,000	A	$1.04(1)	63,194,446(2)	D
Common Stock								154,827	I	See footnote(3)
Common Stock								26,578	I	See footnote(4)
Common Stock								12,900,188	I	See footnote(5)

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. Represents the issuance of common stock by the issuer to the reporting person in exchange for an agreement by the reporting person to settle certain indebtedness owed by the issuer to the reporting person, in the aggregate amount of $1,040,000, pursuant to certain promissory notes issued by the issuer (or its subsidiaries) to the reporting person between June 29, 2023 and February 18, 2025.

2. Does not include 725,200 shares of common stock which may be issued upon conversion of 140,000 shares of Series B preferred stock held by the reporting person, each with a stated value of $10.00 per share, at 70% of $2.78 (the minimum price on the date of issuance).

3. Held by SIF Energy LLC. The reporting person has voting and investment control over such shares.

4. Held by Balance Labs, Inc. The reporting person has voting and investment control over such shares.

5. Held by Inductive Holdings LLC. The reporting person has voting and investment control over such shares.

	/s/ Michael D. Farkas	11/26/2025
	** 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 insider transaction did NXXT report in this Form 4?

The Form 4 reports that a director, CEO, executive chairman and 10% owner of NextNRG, Inc. (NXXT) acquired 1,000,000 shares of common stock on 11/24/2025.

How did the NXXT insider pay for the 1,000,000 shares reported?

The 1,000,000 shares of common stock were issued at $1.04 per share in exchange for an agreement to settle issuer indebtedness totaling $1,040,000 owed to the reporting person under certain promissory notes.

What is the insider’s total direct ownership in NXXT after the transaction?

After the reported transaction, the insider directly beneficially owns 63,194,446 shares of NextNRG, Inc. common stock.

What indirect NXXT holdings does the reporting person control?

The reporting person has indirect beneficial ownership of 154,827 shares held by SIF Energy LLC, 26,578 shares held by Balance Labs, Inc., and 12,900,188 shares held by Inductive Holdings LLC, with voting and investment control over each.

Does the NXXT insider hold any preferred stock convertible into common shares?

Yes. The reporting person holds 140,000 shares of Series B preferred stock, with a stated value of $10.00 per share, that may be converted into 725,200 common shares at 70% of $2.78 (the minimum price on the date of issuance).

What period do the promissory notes related to the NXXT debt settlement cover?

The indebtedness settled for stock issuance arose under promissory notes issued by NextNRG, Inc. or its subsidiaries between June 29, 2023 and February 18, 2025.