Form 8-K

8-K — NEXTNRG, INC.

Accession: 0001493152-26-037830

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001817004

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001817004

2026-08-13

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): August 13, 2026

NEXTNRG,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40809

83-4260623

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

407

Lincoln Rd. #9F, Miami Beach, Florida 33139

(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 ☒

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

2.02. Results of Operations and Financial Condition.

August 13, 2026,

NextNRG, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026.

A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information included in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press

release of the registrant issued on August 13, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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:

August 13, 2026

By:

/s/

Michael Farkas

Name:

Michael

Farkas

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

NextNRG

Reports Second Quarter 2026 Financial Results

Revenue

Increased 41% Year-Over-Year to $27.7 Million as Net Loss is Down 82% and Adjusted EBITDA Loss Narrows 62%

MIAMI,

August 13, 2026 (GLOBE NEWSWIRE) — NextNRG, Inc. (NASDAQ: NXXT) (“NextNRG” or the “Company”), a pioneer

in AI-driven energy innovation transforming how energy is produced, managed, and delivered, today announced financial results for the

second quarter ended June 30, 2026.

“Our

second quarter results reflect disciplined execution across our business,” said Michael D. Farkas, Founder and CEO of NextNRG.

“Revenue grew 41% year-over-year, and net loss decreased 82%. Adjusted EBITDA loss, the metric we believe best reflects the underlying

operating performance of the business, narrowed by 62% compared to the same quarter last year. These results demonstrate our ability

to grow our fueling business while continuing to build out our broader energy project pipeline with disciplined capital allocation.”

Mr.

Farkas continued, “We also made real progress cleaning up our balance sheet this quarter. Interest expense declined 38% year-over-year,

and we closed a $6.4 million private placement, strengthening our financial position going forward. We’re going to continue running

this business with that same discipline.”

Second

Quarter 2026 Financial Highlights

Metric

Q2 2026

Q2 2025

% Change

Revenue

$ 27,747,948

$ 19,691,568

40.9% ↑

Gross Profit

$ 1,955,638

$ 1,569,816

24.6% ↑

Loss from Operations

$ (4,427,212 )

$ (30,765,704 )

85.6% ↓

Net Loss

$ (6,624,702 )

$ (36,133,275 )

81.7% ↓

Interest Expense

$ 2,678,729

$ 4,319,031

38.0% ↓

Adjusted EBITDA (1)

$ (2,213,843 )

$ (5,759,395 )

61.6% ↓

(1)

Adjusted EBITDA is a non-GAAP financial measure. See reconciliation and Non-GAAP Financial Measures disclosure below.

Second

Quarter 2026 Financial Results

Revenue

for the three months ended June 30, 2026 was $27,747,948, compared to $19,691,568 for the second quarter of 2025, representing growth

of 41% year-over-year. Revenue growth was driven by continued expansion of the Company’s mobile fueling operations, including growth

in fuel volumes delivered and continued geographic expansion.

Gross

profit increased to $1,955,638, compared to $1,569,816 in the second quarter of 2025.

Loss

from operations was $4,427,212 for the second quarter of 2026, compared to $30,765,704 for the second quarter of 2025. Operating expenses

were $6,047,468 for the second quarter of 2026, compared to $31,779,768 for the second quarter of 2025, a decline of approximately 81%.

The decrease was primarily driven by a $24,102,349 reduction in stock-based compensation expense, following the one-time share issuance

recorded in the prior-year period. Operating leverage improved year-over-year, as revenue grew more than 40% while operating expenses

declined over the same period.

Net

loss was $6,624,702 for the second quarter of 2026, compared to $36,133,275 for the second quarter of 2025, a reduction of approximately

82%. Net loss available to common stockholders was $6,730,789 after preferred stock dividends, compared to $36,274,204 for the second

quarter of 2025. Diluted loss per share improved to $(0.04) for the second quarter of 2026, compared to $(0.30) for the second quarter

of 2025.

Interest

expense was $2,678,729 for the second quarter of 2026, compared to $4,319,031 for the second quarter of 2025, representing a 38% reduction

year-over-year and reflecting the Company’s continued efforts to simplify its capital structure.

During

the quarter, the Company also strengthened its balance sheet through the completion of a $6.4 million private placement, providing additional

capital to support continued execution of its fueling operations and its broader energy project pipeline.

Adjusted

EBITDA

The

following table presents a reconciliation of net loss to Adjusted EBITDA for the three months ended June 30, 2026 and 2025:

Net Loss to Adjusted EBITDA Reconciliation

Q2 2026

Q2 2025

% Change

Net loss

$ (6,624,702 )

$ (36,133,275 )

81.7% ↓

Add: Interest expense

2,678,729

4,319,031

38.0% ↓

Add: Depreciation and amortization

335,382

555,752

39.7% ↓

Add: Stock-based compensation

1,396,748

25,499,097

94.5% ↓

Adjusted EBITDA

$ (2,213,843 )

$ (5,759,395 )

61.6% ↓

Adjusted

EBITDA loss was $2,213,843 for the second quarter of 2026, compared to $5,759,395 for the second quarter of 2025, an improvement of approximately

62%. The improvement year-over-year reflects the significant reduction in stock-based compensation, consistent with the one-time nature

of the prior-year expense, along with lower interest expense.

Balance

Sheet and Liquidity

of June 30, 2026, the Company had:

● Cash

and cash equivalents of $883,696, compared to $2,652,838 and $384,140 at June 30, 2025, and

December 31, 2025, respectively

● Total

assets of $12,351,220, compared to $11,063,353 at December 31, 2025

● Accounts

receivable of $2,913,281, compared to $2,039,214 at December 31, 2025

Management

continues to evaluate multiple financing and strategic initiatives intended to support working capital requirements, operational growth,

and expansion of the Company’s AI-powered smart controller deployments.

Looking

Ahead: Scaling the Integrated Energy Platform

Looking

ahead, NextNRG remains focused on converting its growing energy infrastructure pipeline into long-term recurring revenue while continuing

to expand and optimize its mobile fueling platform.

NextNRG’s

three business lines are connected by a single dynamic. Mobile fueling customers are continuously working to electrify their fleets,

and electrification creates two problems: the cost of energy and the availability of energy. The Company’s AI-driven smart controller

deployed in microgrids solves both. In the other direction, the commercial and industrial sites that deploy our controller in microgrids

are frequently the same fleet operators the Company already fuels.

● AI-Driven

Smart Microgrid Controller: The Company continues to advance its microgrid pipeline across

commercial, healthcare, municipal, industrial and federal markets. Signed California power

purchase agreements are moving forward into their next development steps.

● EV

Charging: NextNRG continues to expand its commercial EV charging business through the

sale and deployment of standard wired charging solutions while advancing its proprietary

wireless charging technology toward commercialization.

● Mobile

Fueling Logistics: The Company continues to scale and optimize national fueling operations,

with a focus on route efficiency, fleet utilization, and disciplined cost management.

Non-GAAP

Financial Measures

Adjusted

EBITDA is a non-GAAP financial measure. Adjusted EBITDA should not be considered a substitute for measures prepared in accordance with

accounting principles generally accepted in the United States (“GAAP”), nor should it be viewed as a substitute for operating

results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA, which excludes the impact of net interest

expense, taxes, depreciation, amortization, and stock-based compensation expense, provides useful supplemental information that is essential

to a proper understanding of our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation

methods that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe

that Adjusted EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude

items that may obscure underlying performance and distort comparability. See the reconciliation of net loss to Adjusted EBITDA above.

About

NextNRG, Inc.

NextNRG,

Inc. (NextNRG) is Powering What’s Next by deploying its AI-driven Smart Controller, a proprietary AI technology that

continuously optimizes how energy is generated, stored, and consumed. The Company deploys the controller within microgrids at

commercial, healthcare, municipal, industrial and federal sites, and at a utility scale through the Next Utility Operating System.

NextNRG also sells EV chargers, is advancing wireless in-motion charging, and operates one of the nation’s largest on-demand

mobile fueling fleets. To learn more, visit www.nextnrg.com.

Forward-Looking

Statements

This

press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section

21E of the Securities Exchange Act of 1934, as amended, or the Private Securities Litigation Reform Act of 1995. Any statement describing

NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement and should

be considered an at-risk statement. Words such as “expect,” “intends,” “will,” and similar expressions

are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including, but not

limited to, those related to NextNRG’s business and macroeconomic and geopolitical events. These and other risks are described

in NextNRG’s filings with the Securities and Exchange Commission from time to time. NextNRG’s forward-looking statements

involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed

or implied by such forward-looking statements. Although NextNRG’s forward-looking statements reflect the good faith judgment of

its management, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes

no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking

statements. The contents of any website referenced in this press release are not incorporated by reference herein.

Investor

Relations Contact

NextNRG, Inc.

Sharon Cohen

SCohen@nextnrg.com

Media

Contact

HCM for NextNRG

nextnrg@hannahcranstonmedia.com

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Aug. 13, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 13, 2026

Entity File Number

001-40809

Entity Registrant Name

NEXTNRG,

INC.

Entity Central Index Key

0001817004

Entity Tax Identification Number

83-4260623

Entity Incorporation, State or Country Code

Entity Address, Address Line One

407

Lincoln Rd. #9F

Entity Address, City or Town

Miami Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

33139

City Area Code

(305)

Local Phone Number

791-1169

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.0001 par value per share

Trading Symbol

NXXT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration