EZFL / NextNRG Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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): June 5, 2026 NEXTNRG, INC. (Exac

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): June 5, 2026 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 83-4260623 (State or other jurisdiction of incorporation) (Commission File Number

NextNRG Reports Preliminary May 2026 Revenue of $9.3 Million, Up 41% Year-Over-Year Gross Profit Grows 75% Year-Over-Year as Platform Operational Efficiency Improves

Exhibit 99.1 NextNRG Reports Preliminary May 2026 Revenue of $9.3 Million, Up 41% Year-Over-Year Gross Profit Grows 75% Year-Over-Year as Platform Operational Efficiency Improves MIAMI, FL, June 5, 2026 (GLOBE NEWSWIRE) — NextNRG, Inc. (NASDAQ: NXXT), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered, today announced preliminary unaudited financia

As filed with the Securities and Exchange Commission on June 3, 2026

As filed with the Securities and Exchange Commission on June 3, 2026 Registration Statement No.

Security Type

Calculation of Filing Fee Tables S-1 NEXTNRG, INC. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effec

NextNRG Announces Pricing of a $6.4 Million Private Placement of Common Stock with a New Fundamental Institutional Investor

Exhibit 99.1 NextNRG Announces Pricing of a $6.4 Million Private Placement of Common Stock with a New Fundamental Institutional Investor MIAMI, FL, May 26, 2026 — NextNRG, Inc. (NASDAQ: NXXT) (the “Company” or “NextNRG), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered, today announced that it has entered into a securities purchase agreement (the

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2026, between NextNRG, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser”, and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i

NextNRG Announces Closing of $6.4 Million Private Placement of Common Stock with New Fundamental Institutional Investor

Exhibit 99.2 NextNRG Announces Closing of $6.4 Million Private Placement of Common Stock with New Fundamental Institutional Investor MIAMI, FL, May 28, 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 the closing of its previously announced private

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): May 25, 2026 NextNRG, Inc. (Exact

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): May 25, 2026 NextNRG, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40809 83-4260623 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

[Signature Page Follows]

Exhibit 10.2 Certain information has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because such information (i) is not material and (ii) is the type of information the registrant treats as private or confidential. Information that has been so redacted from this exhibit has been marked with “[***]” to indicate the omission. May 25, 2026 NextNRG, Inc. Attention: Michael D. F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission file number 001-40809 NEXTNRG, I

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): May 15, 2026 NEXTNRG, INC. (Exac

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): May 15, 2026 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 83-4260623 (State or other jurisdiction of incorporation) (Commission File Number

NextNRG Reports First Quarter 2026 Financial Results Revenue Increased 29% Year-Over-Year to $21.1 Million While Gross Profit More Than Tripled Interest Expense Declined 80% as Company Advances Microgrid Pipeline and Optimizes Fueling Operations

Exhibit 99.1 NextNRG Reports First Quarter 2026 Financial Results Revenue Increased 29% Year-Over-Year to $21.1 Million While Gross Profit More Than Tripled Interest Expense Declined 80% as Company Advances Microgrid Pipeline and Optimizes Fueling Operations MIAMI, FL - May 15, 2026 - NextNRG, Inc. (NASDAQ: NXXT) (“NextNRG” or the “Company”), a pioneer in AI-driven energy innovation transforming h

Subsidiaries

Exhibit 21.1 Subsidiaries Entity Name Place of Organization NextNRG Holding Corp. Nevada NextNRG Ops, LLC Delaware Next/Ingle Holdings, LLC* Delaware NextCharging, LLC Delaware EzFill Operations, LLC Nevada *NextNRG, Inc. owns 50% of this entity; the remaining 50% is a component of our non-controlling interest.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission file number 001-4

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): April 27, 2026 NEXTNRG, INC. (Ex

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): April 27, 2026 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 83-4260623 (State or other jurisdiction of incorporation) (Commission File Numb

Commercial Financing Disclosure for Loans

Exhibit 10.1 Commercial Financing Disclosure for Loans The Total Amount of Funds Provided to the Business Under the Terms of this Commercial Financing Transaction $ 1,000,000.00 This is how much funding Venture Debt. LLC (“Lender”) will provide. The Total Amount of Funds Disbursed to the Business Under the Terms of this Commercial Financing Transaction $ 930,000.00 This is how much money Lender wi

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 15, 2026, by and between NextNRG, Inc., a Delaware corporation, with headquarters located at 407 Lincoln Rd., #9F, Miami Beach, FL 33190 (the “Company”), and AGILE HUDSON PARTNERS LLC, a Delaware limited liability company, with its address at 641 Lexington Avenue, 17th Floor, New York

SECURITY AGREEMENT

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 15, 2026 (this “Agreement”), is among NextNRG, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and Agile Hudson Partners LLC, a Delaware limited liab

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): April 17, 2026 NEXTNRG, INC. (Ex

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): April 17, 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 Numb

SECURED PROMISSORY NOTE

Exhibit 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

SECURITY AGREEMENT

Exhibit 10.6 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 17, 2026 (this “Agreement”), is among NextNRG, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and FirstFire Global Opportunities Fund, LLC, a Delawa

SECURED PROMISSORY NOTE

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

SECURITIES PURCHASE AGREEMENT

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 17, 2026, by and between NextNRG, Inc., a Delaware corporation, with headquarters located at 407 Lincoln Rd., #9F, Miami Beach, FL 33190 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 19

NextNRG Launches Mobile Fuel Delivery in Gainesville, Florida Through EzFill Division Company Grows Its Florida Footprint by Adding One of the Nation’s Largest Last-Mile Delivery Stations to Its Service Network

Exhibit 99.1 NextNRG Launches Mobile Fuel Delivery in Gainesville, Florida Through EzFill Division Company Grows Its Florida Footprint by Adding One of the Nation’s Largest Last-Mile Delivery Stations to Its Service Network MIAMI, FL, April 22, 2026 — NextNRG, Inc. (NASDAQ: NXXT), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered, today announced

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): April 22, 2026 NEXTNRG, INC. (Ex

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): April 22, 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 Numb

Subsidiaries

Exhibit 21.1 Subsidiaries Entity Name Place of Organization Next Charging Corp. Nevada NextNRG Ops,LLC (f/k/a NextNRG, LLC) Delaware Next/Ingle Holdings, LLC* Delaware NextCharging, LLC Delaware EzFill Operations, LLC Nevada *NextNrg, Inc. owns 50% of this entity, the remaining 50% is a component of our non-controlling interest.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission file number 001-40809 NEXTNRG, INC. (

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): April 15, 2026 NEXTNRG, INC. (Ex

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): April 15, 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 Numb

NextNRG Reports Full Year and Fourth Quarter 2025 Financial Results Revenue Increases 195% Year Over Year to $81.8 Million

Exhibit 99-1 NextNRG Reports Full Year and Fourth Quarter 2025 Financial Results Revenue Increases 195% Year Over Year to $81.

PLEDGE AND SECURITY AGREEMENT

Exhibit 10.3 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on April 1, 2026, by and between NextNRG, Inc., a corporation organized under the laws of the State of Delaware (the “Debtor”) and Leviston Resources, LLC, a limited liability company organized under the laws of the State of Delaware, and its permitted endorsees, transferees and

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 1, 2026, by and among NextNRG, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Leviston Resources, LLC, a limited liability company organized under the laws of the State of Delaware (the “Purchaser”). Recital A. The Company and the Purchaser

OFFER SUMMARY - Sales-Based Financing

Exhibit 10.4 Note: Certain identified information has been excluded from this Exhibit 10.1 because it both (i) is not material and (ii) is the type that the Company treats as private or confidential. Such information has been identified with “[***]” herein. OFFER SUMMARY - Sales-Based Financing Funding Provided $750,000.00 This is how much funding CASHERA PRIVATE CREDIT will provide to EZFILL HOLD

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): April 1, 2026 NEXTNRG, INC. (Exa

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): April 1, 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 Numbe

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 Note: Certain identified information has been excluded from this Exhibit 10.1 because it both (i) is not material and (ii) is the type that the Company treats as private or confidential. Such information has been identified with “[***]” herein. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF

NEXTNRG, INC. (Name of Registrant as Specified in Charter)

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

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): March 16, 2026 NEXTNRG, INC. (Ex

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): March 16, 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 Numb

Stock Purchase Agreement Dated as of March 11, 2026

Exhibit 10.1 Stock Purchase Agreement Dated as of March 11, 2026 This Stock Purchase Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) NextNRG, Inc., a Delaware corporation (the “Company”) and (ii) Cheetah Capital Inc. a Florida corporation (“Buyer”). Each of the Company

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): March 9, 2026 NEXTNRG, INC. (Exa

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): March 9, 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 Numbe

Commercial Financing Transaction Disclosure

Exhibit 10.2 Commercial Financing Transaction Disclosure The total amount of funds provided to NEXTNRG INC. under the terms of the agreement. § 559.9613(2)(a), Fla. Stat. (2023) $2,100,000.00 The total amount of funds disbursed to NEXTNRG INC. § 559.9613(2)(b), Fla. Stat. (2023) $1,994,965.00 The total amount to be paid to FUNDERZGROUP LLC DBA MONETAFI under the terms of the agreement. § 559.9613(

Stock Purchase Agreement Dated as of February 18, 2026

Exhibit 10.1 Note: Certain identified information has been excluded from this Exhibit 10.1 because it both (i) is not material and (ii) is the type that the Company treats as private or confidential. Such information has been identified with “[***]” herein. Stock Purchase Agreement Dated as of February 18, 2026 This Stock Purchase Agreement (together with the exhibits and other attachments hereto,

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 18, 2026 NEXTNRG, INC.

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 18, 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 N

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.

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 N

Stock Purchase Agreement Dated as of February 12, 2026

Exhibit 10.1 Note: Certain identified information has been excluded from this Exhibit 10.1 because it both (i) is not material and (ii) is the type that the Company treats as private or confidential. Such information has been identified with “[***]” herein. Stock Purchase Agreement Dated as of February 12, 2026 This Stock Purchase Agreement (together with the exhibits and other attachments hereto,

Stock Purchase Agreement Dated as of January 28, 2026

Exhibit 10.1 Note: Certain identified information has been excluded from this Exhibit 10.1 because it both (i) is not material and (ii) is the type that the Company treats as private or confidential. Such information has been identified with “[***]” herein. Stock Purchase Agreement Dated as of January 28, 2026 This Stock Purchase Agreement (together with the exhibits and other attachments hereto,

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): January 28, 2026 NEXTNRG, INC. (

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): January 28, 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 Nu

Stock Purchase Agreement Dated as of January 29, 2026

Exhibit 10.2 Note: Certain identified information has been excluded from this Exhibit 10.2 because it both (i) is not material and (ii) is the type that the Company treats as private or confidential. Such information has been identified with “[***]” herein. Stock Purchase Agreement Dated as of January 29, 2026 This Stock Purchase Agreement (together with the exhibits and other attachments hereto,

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): January 20, 2026 NEXTNRG, INC. (

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): January 20, 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 Nu

Stock Purchase Agreement Dated as of January 20, 2026

Exhibit 10.1 Note: Certain identified information has been excluded from this Exhibit 10.1 because it both (i) is not material and (ii) is the type that the Company treats as private or confidential. Such information has been identified with “[***]” herein. Stock Purchase Agreement Dated as of January 20, 2026 This Stock Purchase Agreement (together with the exhibits and other attachments hereto,

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): January 17, 2026 NEXTNRG, INC. (

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): January 17, 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 Nu

NextNRG Terminates At-the-Market Sales Agreement

Exhibit 99.1 NextNRG Terminates At-the-Market Sales Agreement Miami, FL, January 23, 2026 (GLOBE NEWSWIRE) - NextNRG, Inc. (NASDAQ:NXXT), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered (the “Company” or “NextNRG”), today announced that it has terminated its At the Market Sales Agreement, as amended, with ThinkEquity LLC, H.C. Wainwright & Co.,

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): December 29, 2025 NEXTNRG, INC.

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): December 29, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File N

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): December 24, 2025 NEXTNRG, INC.

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): December 24, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Stock Purchase Agreement Dated as of November 24, 2025

Exhibit 10.1 Stock Purchase Agreement Dated as of November 24, 2025 This Stock Purchase Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) NextNRG, Inc., a Delaware corporation (the “Company”) and (ii) Michael D. Farkas an individual (“Buyer”). Each of the Company and Buy

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): November 24, 2025 NEXTNRG, INC.

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): November 24, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File N

Solar Power Purchase Agreement

Exhibit 10.1 Certain identified information has been omitted because it is both not material and is the type that the registrant treats as private or confidential. Power Purchase Agreement Sunnyside nursing and post-acute care center, torrance, ca solar + BESS Microgrid Solar Power Purchase Agreement This Solar Power Purchase Agreement (this “Agreement”) is entered into by the parties listed below

Solar Power Purchase Agreement

Exhibit 10.2 Certain identified information has been omitted because it is both not material and is the type that the registrant treats as private or confidential. Topanga Terrace Microgrid POWER PURCHASE AGREEMENT Solar Power Purchase Agreement This Solar Power Purchase Agreement (this “Agreement”) is entered into by the parties listed below (each a “Party” and collectively the “Parties”) as of t

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): November 17, 2025 NEXTNRG, INC.

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): November 17, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File N

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): November 12, 2025 NEXTNRG, INC.

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): November 12, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File N

The date of this prospectus supplement is November 18, 2025 Table of Contents

Filed Pursuant to Rule 424(b)(5) Registration No. 333-268960 PROSPECTUS SUPPLEMENT NO.1 (to Prospectus Supplement dated September 9, 2025 and to Prospectus Dated January 3, 2023) 5,494,770 Shares of Common Stock NextNRG, Inc. This prospectus supplement (“prospectus supplement”) supplements the information in the prospectus supplement dated September 9, 2025, and the accompanying prospectus dated J

NextNRG Reports Q3 2025 Revenues Up 232% Year-Over-Year

Exhibit 99.1 NextNRG Reports Q3 2025 Revenues Up 232% Year-Over-Year Record Financial Performance Highlights Expansion of Integrated Energy Platform Across New Markets Operational Execution Drives Gross Profit Margins to 11% MIAMI, November 17, 2025 (GLOBE NEWSWIRE) — NextNRG, Inc. (NASDAQ: NXXT), a pioneer in AI-driven energy innovation transforming how energy is produced, stored, and delivered,

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): November 17, 2025 NEXTNRG, INC.

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): November 17, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from , 20, to , 20. Commission File Number 001-40809 NextNRG,

NEXTNRG, INC. Amendment No. 1 to the ATM Sales Agreement

Exhibit 10.1 NEXTNRG, INC. Amendment No. 1 to the ATM Sales Agreement November 14, 2025 ThinkEquity LLC 17 State Street, 41st Floor New York, New York 10004 H.C. Wainwright & Co., LLC 430 Park Avenue New York , New York 10022 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Reference is made to the ATM Sales Agreement, dated July 3, 2025 (t

Roth Capital Partners

Filed Pursuant to Rule 424(b)(5) Registration No. 333-268960 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus Supplement dated July 3, 2025 and Prospectus dated January 3, 2023) Up to $60,000,000 Common Stock NextNRG, Inc. This prospectus supplement (“Prospectus Supplement”) amends and supplements the information in the prospectus supplement dated July 3, 2025, and the accompanying prospectus dated Janu

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): November 14, 2025 NEXTNRG, INC.

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): November 14, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): October 24, 2025 NEXTNRG, INC. (

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): October 24, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Nu

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): October 9, 2025 NEXTNRG, INC. (E

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): October 9, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Num

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): September 18, 2025 NEXTNRG, INC.

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): September 18, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File

Stock Purchase Agreement Dated as of September 18, 2025

Exhibit 10.1 Stock Purchase Agreement Dated as of September 18, 2025 This Stock Purchase Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) NextNRG, Inc., a Delaware corporation (the “Company”) and (ii) Michael D. Farkas an individual (“Buyer”). Each of the Company and Bu

LETTER

September 18, 2025 Joel Kleiner Chief Financial Officer NextNRG, Inc. 67 NW 183rd St Miami, FL 33169 Re: NextNRG, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-40809 Dear Joel Kleiner: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, co

NextNRG Reports Preliminary August 2025 Revenue Growth of 222% Year-Over-Year

Exhibit 99.1 NextNRG Reports Preliminary August 2025 Revenue Growth of 222% Year-Over-Year Eighth Consecutive Month of Growth Drives Year-to-Date Results to Nearly Double FY2024 Total MIAMI, FL September 10, 2025 – NextNRG, Inc. (NASDAQ:NXXT), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered today announced preliminary unaudited financial results

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): September 10, 2025 NEXTNRG, INC.

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): September 10, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File

FORM OF SECURED CONVERTIBLE NOTE DUE September 8, 2026

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

FORM OF SECURED CONVERTIBLE NOTE DUE September 8, 2026

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

The date of this prospectus supplement is September 9, 2025 Table of Contents

Filed Pursuant to Rule 424(b)(5) Registration No. 333-268960 PROSPECTUS SUPPLEMENT (to Prospectus Dated January 3, 2023) 5,864,288 Shares of Common Stock NextNRG, Inc. We are offering 5,864,288 shares of our Common Stock, par value $0.0001 per share, pursuant to this prospectus supplement, the accompanying base prospectus, the securities purchase agreement between us and an investor who is party t

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): September 9, 2025 NEXTNRG, INC.

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): September 9, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File N

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 8, 2025, by and among NextNRG, Inc., a Delaware corporation, with headquarters located at 407 Lincoln Road, Ste 9F, Miami Beach, Fl 33139 (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”). W

[THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

Exhibit 10.8 GUARANTY 1. Identification. This Guaranty (the “Guaranty”), dated as of September 8, 2025 is entered into by Michael D. Farkas (“Guarantor”), for the benefit of the lenders identified on Schedule A hereto (each a “Lender” and collectively, “Lenders”). 2. Recitals. 2.1 Guarantor is a principal of NextNRG, Inc., a Delaware corporation (“Parent”). The Lenders have made and/or are making

SECURITY AGREEMENT

Exhibit 10.7 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of September 8, 2025 (this “Agreement”), is among NextNRG, Inc., a Delaware corporation (the “Company”), the following Subsidiaries of the Company: NextNRG Holding Corp.; NextNRG Ops LLC; NextCharging LLC; and each other Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form anne

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2025, between NextNRG, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”

FORM OF COMMON STOCK PURCHASE WARRANT NextNRG, Inc.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

FORM OF COMMON STOCK PURCHASE WARRANT NextNRG, Inc.

Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

1700 PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

LAURA ANTHONY, ESQ. CRAIG D. LINDER, ESQ.* JOHN CACOMANOLIS, ESQ.** ASSOCIATES AND OF COUNSEL: JOSEPHINE CARINO, ESQ.*** CHAD FRIEND, ESQ., LLM MICHAEL R. GEROE, ESQ., CIPP/US**** JESSICA HAGGARD, ESQ. ***** CHRISTOPHER T. HINES, ESQ. ****** PETER P. LINDLEY, ESQ., CPA, MBA JOHN LOWY, ESQ.******* STUART REED, ESQ. LAZARUS ROTHSTEIN, ESQ. SVETLANA ROVENSKAYA, ESQ.******** HARRIS TULCHIN, ESQ. *****

1700 PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

LAURA ANTHONY, ESQ. CRAIG D. LINDER, ESQ.* JOHN CACOMANOLIS, ESQ.** ASSOCIATES AND OF COUNSEL: JOSEPHINE CARINO, ESQ.*** CHAD FRIEND, ESQ., LLM MICHAEL R. GEROE, ESQ., CIPP/US**** JESSICA HAGGARD, ESQ. ***** CHRISTOPHER T. HINES, ESQ. ****** PETER P. LINDLEY, ESQ., CPA, MBA JOHN LOWY, ESQ.******* STUART REED, ESQ. LAZARUS ROTHSTEIN, ESQ. SVETLANA ROVENSKAYA, ESQ.******** HARRIS TULCHIN, ESQ. *****

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 15, 2025 NEXTNRG, INC. (E

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 15, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Num

Q2 2025

Exhibit 99.1 NextNRG Reports Q2 2025 Revenues Up 166% Year-Over-Year Record-Breaking Growth Highlights Execution of Integrated Energy Infrastructure Strategy Strong Operational Metrics Drive 189% Gross Profit Growth as Multi-Revenue Platform Scales MIAMI, August 15, 2025 (GLOBE NEWSWIRE) — NextNRG, Inc. (NASDAQ: NXXT), a pioneer in AI-driven energy innovation—transforming how energy is produced, m

Equipment Lease Schedule No. 001 under the Master Lease, entered into on June 9, 2025, between the registrant and Equify Financial, LLC.

Exhibit 10.6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from , 20, to , 20. Commission File Number 001-40809 NextNRG, Inc.

Master Lease Agreement, entered into on June 9, 2025 and dated as of May 29, 2025, between the registrant and Equify Financial, LLC.

Exhibit 10.5

Advisory Agreement between the Company and Buckingham Consultants, LLC and Michael Weisz, dated August 8, 2025

Exhibit 10.1 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (the “Agreement”) is made this 8th day of August, 2025 (the “Effective Date”) by and between NEXTNRG INC. a Delaware corporation (the “Company” or “NextNRG”), with its principal place of business located at 57 NW 183rd St. Miami Fl. 33169 and Buckingham Consultants, LLC and Michael Weisz (together the “Advisor”), with an address of 234 Briarw

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 8, 2025 NEXTNRG, INC. (Ex

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 8, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numb

LETTER

August 11, 2025 Joel Kleiner Chief Financial Officer NextNRG, Inc. 67 NW 183rd St Miami, FL 33169 Re: NextNRG, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-40809 Dear Joel Kleiner: We have reviewed your filings and have the following comment(s). Please respond to this letter within ten business days by providing the requested

NextNRG Reports Preliminary July 2025 Revenue Growth of 236% Year-Over-Year

Exhibit 99.1 NextNRG Reports Preliminary July 2025 Revenue Growth of 236% Year-Over-Year Monthly Revenue Exceeds $8 Million for First Time in Company History Seventh Consecutive Record Month Drives NextNRG Closer to Profitability Timeline MIAMI, August 7, 2025 (GLOBE NEWSWIRE) — NextNRG, Inc. (Nasdaq: NXXT), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and

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 7, 2025 NEXTNRG, INC. (Ex

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 7, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numb

Stock Purchase Agreement dated as of July 11, 2025 between NextNRG, Inc. and Lender

Exhibit 10.1 Stock Purchase Agreement Dated as of July 11, 2025 This Stock Purchase Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) NextNRG, Inc., a Delaware corporation (the “Company”) and (ii) a Florida corporation (“Buyer”). Each of the Company and Buyer may be refe

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): July 17, 2025 NEXTNRG, INC. (Exa

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): July 17, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numbe

Promissory Note dated July 15, 2025 between NextNRG, Inc. and Lender

Exhibit 10.2 PROMISSORY NOTE $2,000,000 July 15, 2025 FOR VALUE RECEIVED, NEXTNRG, INC., a Delaware corporation having an address of 57 NW 183rd St., Miami, Florida 33169 (the “Borrower”), hereby promises to pay to the order of, a Florida corporation having an address of (the “Lender”), at Lender’s offices, or such other place as Lender shall designate in writing from time to time, the principal s

The date of this prospectus supplement is July 3, 2025 Table of Contents

Filed Pursuant to Rule 424(b)(5) Registration No. 333-268960 PROSPECTUS SUPPLEMENT (to Prospectus Dated January 3, 2023) Up to $75,000,000 Common Stock NextNRG, Inc. We have entered into a sales agreement (the “Sales Agreement”) with ThinkEquity LLC (“ThinkEquity”), H.C. Wainwright & Co., LLC (“Wainwright”) and Roth Capital Partners, LLC (“Roth”, and together with Wainwright and ThinkEquity collec

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): July 3, 2025 NEXTNRG, INC. (Exac

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): July 3, 2025 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

ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated July 3, 2025.

Exhibit 10.1 Execution Version NEXTNRG, INC. Up to $75,000,000 Shares of Common Stock ATM Sales Agreement July 3, 2025 ThinkEquity LLC 17 State Street, 41st Floor New York, New York 10004 H.C. Wainwright & Co., LLC 430 Park Avenue New York , New York 10022 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: NextNRG, Inc., a Delaware corporatio

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): June 25, 2025 NEXTNRG, INC. (Exa

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): June 25, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numbe

Amendment to Promissory Note, entered into on June 25, 2025 and dated as of June 23, 2025, by and between the registrant and Alcourt LLC.

Exhibit 10.1 AMENDMENT TO PROMISSORY NOTE This AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated effective as of June 23, 2025 (the “Amendment Effective Date”), by and between NextNRG Inc., a Delaware Corporation (the “Company”) and Alcourt LLC a Delaware LLC (“Alcourt” and together with the Company, the “Parties”). WHEREAS, the Company and Alcourt entered into and executed a Promissory Note

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): June 30, 2025 NEXTNRG, INC. (Exa

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): June 30, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numbe

Form of Loan Agreement

Exhibit 10.2 Business Loan and Security Agreement This Business Loan and Security Agreement (as amended, restated, supplemented, or otherwise modified, this “Agreement”), together with all exhibits and other attachments hereto, governs the business loan (the “Loan”) made by Lender to Borrower as of the Effective Date (defined below). Please read this Agreement and keep it for your reference. In th

NextNRG, Inc.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-268960 PROSPECTUS SUPPLEMENT (to Prospectus Dated January 3, 2023) 6,250,000 Shares of Common Stock NextNRG, Inc. We are offering 6,250,000 shares of our common stock, par value $0.0001 per share, pursuant to this prospectus supplement, the accompanying base prospectus, and two loan agreements, addendums to the loan agreements and pledge and se

Form of Pledge Agreement

Exhibit 10.4 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of June , 2025, by NextNRG, Inc., a Delaware corporation having an address of 57 NW 183rd St., Miami, Florida 33169 (the “Debtor”), and (the “Secured Party”). WHEREAS, the Secured Party has made a loan to the Debtor in an aggregate unpaid principal amount not exceeding $1,50

Form of Escrow Agreement

Exhibit 10.5 ESCROW AGREEMENT This Escrow Agreement (“Agreement”) is made and entered into as of the th day of June 2025 (the “Effective Date”), by and among: , a company (the “Lender”), NextNRG Inc., a Nevada corporation (the “Borrower”), and ClearTrust, LLC, a Florida limited liability company (the “Escrow Agent”). W I T N E S S E T H: WHEREAS on or about the date hereof, the Lender and Borrower

Form of Loan Agreement

Exhibit 10.1

Form of Addendum to the Loan Agreement

Exhibit 10.3 ADDENDUM #1 TO LOAN AGREEMENT This Addendum #1 to Loan Agreement (this “Addendum”) is intended to amend and supplement the Business Loan and Security Agreement between the parties (the “Agreement” or “Loan Agreement”), and is incorporated into such Loan Agreement. In the event of any inconsistency between this Addendum and the Loan Agreement, this Addendum shall control. Notwithstandi

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 24, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numbe

NextNRG Reports Preliminary May 2025 Revenue Growth of 148% Year-Over-Year AI-driven Energy Pioneer Delivers Best Month in Company History YTD Revenue Surpasses Total Revenue for All of 2024

Exhibit 99.1 NextNRG Reports Preliminary May 2025 Revenue Growth of 148% Year-Over-Year AI-driven Energy Pioneer Delivers Best Month in Company History YTD Revenue Surpasses Total Revenue for All of 2024 MIAMI, June 24, 2025 – NextNRG, Inc. (Nasdaq: NXXT), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered through its Next Utility Operating System®

NextNRG, Inc.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-268960 PROSPECTUS SUPPLEMENT (to Prospectus Dated January 3, 2023) 256,667 Shares of Common Stock NextNRG, Inc. We are offering 256,667 shares of our common stock, par value $0.0001 per share, at an offering price of $3.00 per share, pursuant to this prospectus supplement, the accompanying base prospectus and a stock purchase agreement between

Stock Purchase Agreement

Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of June 20, 2025 between NextNRG, Inc., a Delaware corporation (the “Company”), and Agile Capital Funding, LLC a limited liability company (the “Buyer”). The Company and the Buyer may also be referred to as a “Party” and together as the “Parties”. WHEREAS, subject to the terms and conditions set fort

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 20, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numbe

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): June 9, 2025 NEXTNRG, INC. (Exac

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): June 9, 2025 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

Promissory Note, dated June 10, 2025, issued by the registrant in favor of Michael D. Farkas.

Exhibit 10.1 PROMISSORY NOTE $436,000 June 10, 2025 FOR VALUE RECEIVED, NEXTNRG INC., a Delaware corporation having an address of 57 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of Michael D. Farkas an individual having an address of [] (the “Lender”), at Lender’s offices, or such other place as Lender shall designate in writing from time to time, the

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): June 11, 2025 NEXTNRG, INC. (Exa

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): June 11, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numbe

NextNRG to Be Added to Russell 2000® and Russell 3000® Indexes

Exhibit 99.1 NextNRG to Be Added to Russell 2000® and Russell 3000® Indexes Inclusion Highlights Nationwide Expansion of Distributed Energy Generation MIAMI, FL – June 11, 2025 – NextNRG, Inc. (NASDAQ: NXXT), a pioneer in AI-powered energy innovation, today announced its inclusion in the Russell 2000® and Russell 3000® Indexes, according to a list of additions published by FTSE Russell. The Compan

Promissory Note, dated May 19, 2025 by and between NextNRG, Inc. and Michael D. Farkas

Exhibit 10.1 PROMISSORY NOTE $224,000 May 19, 2025 FOR VALUE RECEIVED, NEXTNRG INC., a Delaware corporation having an address of 57 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of Michael D. Farkas an individual having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such other place as Lender shal

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): May 19, 2025 NEXTNRG, INC. (Exac

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): May 19, 2025 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

Promissory Note, dated May 19, 2025 by and between NextNRG, Inc. and Michael D. Farkas

Exhibit 10.2 PROMISSORY NOTE $196,000 May 20, 2025 FOR VALUE RECEIVED, NEXTNRG INC., a Delaware corporation having an address of 57 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of Michael D. Farkas an individual having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such other place as Lender shal

Amendment to Promissory Note, dated May 21, 2025 by and between NextNRG, Inc. and Alcourt LLC

Exhibit 10.3 AMENDMENT TO PROMISSORY NOTE This AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated effective as of May 21, 2025 (the “Amendment Effective Date”), by and between NextNRG Inc., a Delaware Corporation (the “Company”) and Alcourt LLC a Delaware LLC (“Alcourt” and together with the Company, the “Parties”). WHEREAS, the Company and Alcourt entered into and executed a Promissory Note,

Future Receivables Sale and Purchase Agreement, dated March 25, 2025, by and between the registrant and Funderzgroup LLC DBA Mr. Advance.

Exhibit 10.8

Sale of Future Receipts Agreement, dated March 24, 2025, by and between the registrant and Redstone Advance Inc.

Exhibit 10.7

NextNRG Reports Q1 2025 Revenues up 147% Year-over-Year Triple-Digit Growth Highlights Execution of Integrated Energy Infrastructure Strategy Q1 2025 Conference Call Scheduled for May 22, 2025 at 9:15 AM ET

Exhibit 99.1 NextNRG Reports Q1 2025 Revenues up 147% Year-over-Year Triple-Digit Growth Highlights Execution of Integrated Energy Infrastructure Strategy Q1 2025 Conference Call Scheduled for May 22, 2025 at 9:15 AM ET MIAMI, May 21, 2025 (GLOBE NEWSWIRE) — NextNRG, Inc. (Nasdaq: NXXT), a pioneer in AI-driven energy innovation—transforming how energy is produced, managed and delivered through its

Standard Merchant Cash Advance Agreement, dated as of March 31, 2025 between the registrant and Wynwood Capital Group LLC.

Exhibit 10.9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from , 20, to , 20. Commission File Number 001-40809 NextNRG, Inc.

Promissory Note issued on March 31, 2025 by the registrant in favor of Alcourt LLC.

Exhibit 10.10

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): May 21, 2025 NEXTNRG, INC. (Exac

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): May 21, 2025 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

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 16, 2025 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

NextNRG Reports Preliminary April 2025 Revenues up 154% Year-over-Year Robust April Results Reflect Execution Strength, Sustained Volume Growth and Scalable Business Model

Exhibit 99.1 NextNRG Reports Preliminary April 2025 Revenues up 154% Year-over-Year Robust April Results Reflect Execution Strength, Sustained Volume Growth and Scalable Business Model MIAMI, May 15, 2025 (GLOBE NEWSWIRE) — NextNRG, Inc. (Nasdaq: NXXT), a pioneer in AI-driven energy innovation—transforming how energy is produced, managed and delivered through its advanced Utility Operating System,

NEXTNRG, INC. (Name of Registrant as Specified in Charter)

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

Promissory Note, dated May 9, 2025 by and between NextNRG, Inc. and Michael D. Farkas

Exhibit 10.2 PROMISSORY NOTE $112,000 May 9, 2025 FOR VALUE RECEIVED, NEXTNRG INC., a Delaware corporation having an address of 57 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of Michael D. Farkas an individual having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such other place as Lender shall

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): May 5, 2025 NEXTNRG, INC. (Exact

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): May 5, 2025 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)

Promissory Note, dated May 5, 2025 by and between NextNRG, Inc. and Michael D. Farkas

Exhibit 10.1

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): April 30, 2025 NEXTNRG, INC. (Ex

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): April 30, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numb

NextNRG Expands Services into Oklahoma Expansion begins with one of the nation’s largest in-house fleet operators and supports broader rollout to additional national accounts and new markets across the state

Exhibit 99.1 NextNRG Expands Services into Oklahoma Expansion begins with one of the nation’s largest in-house fleet operators and supports broader rollout to additional national accounts and new markets across the state MIAMI – April 30, 2025 – NextNRG, Inc. (“NextNRG” or the “Company”) (Nasdaq: NXXT), a pioneer in AI-driven energy innovation—transforming how energy is produced, managed, and deli

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 10, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numb

NextNRG Reports Preliminary March 2025 Revenue Growth of 161% Year-Over-Year and Q1 Revenue Growth of 146% Company Reports Third Consecutive Record Month

Exhibit 99.1 NextNRG Reports Preliminary March 2025 Revenue Growth of 161% Year-Over-Year and Q1 Revenue Growth of 146% Company Reports Third Consecutive Record Month MIAMI, April 10, 2025 (GLOBE NEWSWIRE) – NextNRG, Inc. (Nasdaq: NXXT), a pioneer in AI-driven energy innovation—transforming how energy is produced, managed, and delivered through its advanced Utility Operating System, smart microgri

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration No.

Amendment No. 1 to the 2023 Equity Incentive Plan

Exhibit 99.2 AMENDMENT NO. 1 TO THE 2023 EQUITY INCENTIVE PLAN 1. Section 4.1 and Section 4.3 of the EzFill Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”) of EzFill, Holdings Inc. (the “Company”) are amended to state as follows: 4. Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 14 (Adjustments Upon Changes in Stock), no more than 2,900,000 shares of Common

2023 Equity Incentive Plan.

Exhibit 99.1 EZFILL HOLDINGS, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the EzFill Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable EzFill Holdings, Inc., a Delaware corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants and Directors who

Amendment No. 2 to the 2023 Equity Incentive Plan

Exhibit 99.3 AMENDMENT NO. 2 TO THE 2023 EQUITY INCENTIVE PLAN 1. Section 4.1 and Section 4.3 of the EzFill Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”) of EzFill Holdings, Inc. (the “Company”) are amended to state as follows: 4. Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 14 (Adjustments Upon Changes in Stock), no more than 2,250,000 shares of Common

Amendment No. 3 to the 2023 Equity Incentive Plan

Exhibit 99.4 AMENDMENT NO. 3 TO THE 2023 EQUITY INCENTIVE PLAN 1. Section 4.1, Section 4.3 and Section 4.4 of the EzFill Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”) of EzFill Holdings, Inc. (the “Company”) are amended to state as follows: 4. Shares Subject to the Plan. 4.1 Subject to adjustment in accordance with Section 14 (Adjustments Upon Changes in Stock), no more than 22,250,000 sh

Filing Fees Exhibit

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) NextNRG, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.0001 per share Other(2) 22,250,000 (3) $ 2.7

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): March 31, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numb

NextNRG, Inc. Reports February 2025 Revenue Exceeding January’s Record, Driving Continued Momentum in Smart Fueling Operations February Revenue up 139% Year-over-Year from $2.1m to $5.9m With Second Consecutive Month of Record Performance, February R

Exhibit 99.1 NextNRG, Inc. Reports February 2025 Revenue Exceeding January’s Record, Driving Continued Momentum in Smart Fueling Operations February Revenue up 139% Year-over-Year from $2.1m to $5.9m With Second Consecutive Month of Record Performance, February Revenue Surpasses January Despite Fewer Operating Days MIAMI, March 28, 2025 (GLOBE NEWSWIRE) — NextNRG, Inc. (“NextNRG” or the “Company”)

Fee Agreement date as of March 25, 2025 by and between the registrant and Michael D. Farkas.

Exhibit 10.1 FEE AGREEMENT This Fee Agreement (“Agreement”) is made and entered into as of March 25, 2025 (the “Effective Date”), by and between NextNRG Inc., a Delaware corporation (the “Company”) and Michael D. Farkas (the “CEO”). Each of the Company and CEO may be referred to herein individually as a “Party” and collectively as the “Parties.” 1. Fee. In consideration of the CEO personally guara

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 24, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numb

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 27, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission file number 001-40809 NEXTNRG, INC. (

NextNRG Reports Strong Fourth Quarter and Full Year 2024 Financial Results Stronger Revenue, Improved Margins, and Expanded Volumes

Exhibit 99.1 NextNRG Reports Strong Fourth Quarter and Full Year 2024 Financial Results Stronger Revenue, Improved Margins, and Expanded Volumes — FY 2024 Revenue Increased 20% to $27.8 Million from $23.2 Million in 2023 — — FY 2024 Gross Profit Grew 64% to $2.3 Million, Up from $1.4 Million in 2023 — — Q4 2024 Revenue Increased 21% to $6.9 Million from $5.7 Million in Q4 2023 — — Q4 2024 Gross Pr

Insider Trading Policy

Exhibit 19.1

List of Subsidiaries.

Exhibit 21.1 List of Subsidiaries of NextNRG, Inc. Entity Name Place of Organization Neighborhood Fuel Holdings LLC Nevada Next Charging Holding Corp. Nevada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement NEXTNRG, INC. (Name of Registrant as Specified I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement NEXTNRG, INC. (Name of Registrant as Specified I

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 5, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Numbe

NextNRG, Inc. Announces Estimated 136% Year-over-Year Revenue Growth for January 2025 All Time Record Monthly Revenue

Exhibit 99.1 NextNRG, Inc. Announces Estimated 136% Year-over-Year Revenue Growth for January 2025 All Time Record Monthly Revenue MIAMI, March 5, 2025 (GLOBE NEWSWIRE) - NextNRG, Inc. (“NextNRG” and the “Company”) (Nasdaq: NXXT), a pioneer in utilizing artificial intelligence and machine learning to redefine energy innovation with its cutting-edge utility operating system, smart microgrid solutio

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.0001 par value per share (the “Shares”) of NextNRG, Inc., a Delaware corporation, dated as of February 19, 2025, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf

NextNRG, Inc. Announces Closing of $15 Million Public Offering NextNRG, Inc. is Trading Under the New Ticker Nasdaq: NXXT after Closing of Share Exchange with Ezfill Holdings, Inc.

Exhibit 99.2 NextNRG, Inc. Announces Closing of $15 Million Public Offering NextNRG, Inc. is Trading Under the New Ticker Nasdaq: NXXT after Closing of Share Exchange with Ezfill Holdings, Inc. Miami, Florida, February 18, 2025 — NextNRG, Inc. (“NextNRG” and the “Company”) (Nasdaq: NXXT), a company focused on renewable energy, mobile fueling, and next-generation energy infrastructure, today announ

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 13, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File N

EzFill Holdings Announces Pricing of $15 Million Public Offering and Closing of Share Exchange with NextNRG NextNRG, Inc. will Trade Under the New Ticker Nasdaq: NXXT

Exhibit 99.1 EzFill Holdings Announces Pricing of $15 Million Public Offering and Closing of Share Exchange with NextNRG NextNRG, Inc. will Trade Under the New Ticker Nasdaq: NXXT Miami, Florida, February 13, 2025 — EzFill Holdings, Inc. (“EzFill” and the “Company”) (Nasdaq: EZFL), a leading mobile fueling company, today announced the pricing of a public offering of 5,000,000 shares of common stoc

Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware as of February 13, 2025.

Exhibit 3.1

Underwriting Agreement, dated February 13, 2025, between NextNRG, Inc. (formerly known as EzFill Holdings, Inc.) and ThinkEquity LLC.

Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT between EZFILL HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters EZFILL HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York February 13, 2025 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Fl New York, NY 10004 Ladies and Gentlemen: The u

Form of Representative’s Warrants.

Exhibit 4.1 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH

The date of this prospectus is February 13, 2025 TABLE OF CONTENTS

Filed Pursuant to 424(b)(4) Registration No. 333-275761 5,000,000 Shares Common Stock EzFill Holdings, Inc. This is a firm commitment public offering of our common stock at a public offering price of $3.00 per share. Our common stock is listed on the Nasdaq Capital Market under the symbol “EZFL.” On February 13, 2025, the last reported sales price of our common stock on Nasdaq was $3.56 per share.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement EZFILL HOLDINGS, INC. (Name of Registrant as Spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement EZFILL HOLDINGS, INC. (Name of Registrant as Spe

Other Events, Financial Statements and Exhibits

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): January 22, 2025 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on January 22, 2025

As filed with the Securities and Exchange Commission on January 22, 2025 Registration No.

Submission of Matters to a Vote of Security Holders, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 15, 2025 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission

Submission of Matters to a Vote of Security Holders

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): January 16, 2025 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission

Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc. and Alcourt LLC.

Exhibit 10.1 PROMISSORY NOTE $1,000,000 January 15, 2025 FOR VALUE RECEIVED, EzFill Holdings, Inc., a Delaware corporation having an address of 3411 Silverside Rd, Wilmington, DE 19810 the “Borrower”), hereby promises to pay to the order of, Alcourt LLC a Delaware Limited Liability Company with an address of 3500 South Dupont Highway, Dover, Delaware, 19901, corporation (the “Lender”), at Lender’s

Amendment to Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc. and Gad International Ltd.

Exhibit 10.2 AMENDMENT TO PROMISSORY NOTE This AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated effective as of January 15, 2025 (the “Amendment Effective Date”), by and between EzFill Holdings, Inc., a Delaware Corporation (the “Company”) and Gad International Ltd. a New York Corporation (“Gad” and together with the Company, the “Parties”). WHEREAS, the Company and Gad entered into and exe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): January 10, 2025 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission

The date of this prospectus supplement is January 3, 2025 Index of SEC Filings

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275761 Prospectus Supplement No. 2 to Prospectus dated December 20, 2024 5,000,000 Shares Common Stock EzFill Holdings, Inc. This prospectus supplement no. 2 amends and supplements the prospectus dated December 20, 2024 and prospectus supplement no. 1 dated January 2, 2025, relating to the firm commitment public offering of up to 5,000,000 shar

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): December 27, 2024 EZFILL HOLDING

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): December 27, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commissio

Purchase and Sale Agreement, License for Entry, and Bill of Sale, dated as of December 27, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc.

Exhibit 10.1 [Pursuant to Instruction No. 6 of Item 1.01 of Form 8-K, certain identified information has been excluded from this Exhibit 10.1 because it is both not material and is the type of information that the registrant treats as private or confidential.] Purchase and Sale Agreement, License for Entry, and Bill of Sale between Shell Retail and Convenience Operations LLC d/b/a “Shell TapUp” an

ThinkEquity The date of this prospectus supplement is January 2, 2025 Index of SEC Filings

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275761 Prospectus Supplement No. 1 to Prospectus dated December 20, 2024 5,000,000 Shares Common Stock EzFill Holdings, Inc. This prospectus supplement no. 1 amends and supplements the prospectus dated December 20, 2024, relating to the firm commitment public offering of up to 5,000,000 shares of common stock, $0.0001 par value per share of EzF

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): December 26, 2024 EZFILL HOLDING

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): December 26, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commissio

Promissory Note, dated as of December 26, 2024, by and between EzFill Holdings, Inc. and Gad International Ltd.

Exhibit 10.1 PROMISSORY NOTE $2,500,000 December 26, 2024 FOR VALUE RECEIVED, EzFill Holdings, Inc., a Delaware corporation having an address of 57 NW 183rd Street, Miami, Florida 33169 (the “Borrower”), hereby promises to pay to the order of, Gad International Ltd., a New York corporation (the “Lender”), at Lender’s offices, or such other place as Lender shall designate in writing from time to ti

Promissory Note, dated as of December 30, 2024, by and between EzFill Holdings, Inc. and NextNRG Holding Corp.

Exhibit 10.2 PROMISSORY NOTE $330,000 December 30, 2024 FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of NextNRG Holding Corp. a Nevada corporation having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

EZFILL HOLDINGS, INC. 67 NW 183rd St., Miami, Florida 33169

EZFILL HOLDINGS, INC. 67 NW 183rd St., Miami, Florida 33169 December 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Brian Fetterolf and Donald Field Re: EzFill Holdings, Inc. Registration Statement on Form S-1 File No. 333-275761 Acceleration Request Requested Date: Friday, Decemb

December 20, 2024

December 20, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.

As filed with the Securities and Exchange Commission on December 20, 2024

As filed with the Securities and Exchange Commission on December 20, 2024 Registration No.

Filed Pursuant to Rule 433 of the Securities Act of 1933

Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated December 19, 2024 Relating to Preliminary Prospectus dated November 20, 2024 Registration No.

EZFILL HOLDINGS, INC. 67 NW 183rd St., Miami, Florida 33169

EZFILL HOLDINGS, INC. 67 NW 183rd St., Miami, Florida 33169 December 19, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Brian Fetterolf and Donald Field RE: EzFill Holdings, Inc. Withdrawal of Acceleration Request for Registration Statement on Form S-1 File No. 333-275761 Ladies and Gentlemen:

VIA EDGAR

December 19, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 14, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commissio

As filed with the Securities and Exchange Commission on December 19, 2024

As filed with the Securities and Exchange Commission on December 19, 2024 Registration No.

Mobile Fueling Vendor Agreement, dated as of December 14, 2024, by and between Amazon Logistics, Inc. and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 19, 2024).

Exhibit 10.1 [Pursuant to Instruction No. 6 of Item 1.01 of Form 8-K, certain identified information has been excluded from this Exhibit 10.1 because it is both not material and is the type of information that the registrant treats as private or confidential.] MOBILE FUELING VENDOR AGREEMENT This Mobile Fueling Vendor Agreement (this “Agreement”), between Amazon Logistics, Inc., a Delaware corpora

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 17, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commissio

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): December 12, 2024 EZFILL HOLDING

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): December 12, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commissio

Letter of Understanding, dated as of December 12, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024).

Exhibit 10.1 EzFill Holdings, Inc. Mr Yehuda Levy CEO Email : [email protected] Rob Ascher Tel +212-203-1061 Email [email protected] 12 December 2024 Letter of Understanding Dear Mr Levy I am pleased to confirm the Term Sheet items between SRCO and EzFill (hereafter referred to as the “Company”), in order to carry out the transition (hereafter referred to as the “Transition”). It is our mutual

Promissory Note dated December 17, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024).

Exhibit 10.1 PROMISSORY NOTE $580,000 December 17, 2024 FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of NextNRG Holding Corp. a Nevada corporation having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such o

December 16, 2024

December 16, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.

EZFILL HOLDINGS, INC. 67 NW 183rd St., Miami, Florida 33169

EZFILL HOLDINGS, INC. 67 NW 183rd St., Miami, Florida 33169 December 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Brian Fetterolf and Donald Field Re: EzFill Holdings, Inc. Registration Statement on Form S-1 File No. 333-275761 Acceleration Request Requested Date: Wednesday, Dec

Promissory Note dated December 2, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 5, 2024).

Exhibit 10.1 PROMISSORY NOTE $715,000 December 2, 2024 FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of NextNRG Holding Corp. a Nevada corporation having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such ot

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 2, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission

Promissory Note dated December 3, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed December 5, 2024).

Exhibit 10.2 PROMISSORY NOTE $275,000 December 3, 2024 FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of NextNRG Holding Corp. a Nevada corporation having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such ot

Asset Purchase Agreement dated November 18, 2024 between EzFill Holdings, Inc. and Yoshi, Inc.

Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and effective as of November 18th, 2024, by and among EZFill Holdings, Inc., a Delaware Corporation (“Buyer”), and Yoshi, Inc., a Delaware Corporation (“Seller”). RECITALS WHEREAS, the Parties desire for Seller to sell, and Buyer to purchase, the Acquired Assets on the terms and subject to the conditions set forth below. N

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): November 18, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commissio

Consent of Director Nominee Michael D. Farkas (previously filed)

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by EzFill Holdings, Inc. of the Registration Statement on Form S-1 (File No. 333-275761) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo

Asset Purchase Agreement, dated November 18, 2024, by and between EzFill Holdings, Inc. and Yoshi, Inc. (previously filed)

Exhibit 10.89 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and effective as of November 18th, 2024, by and among EZFill Holdings, Inc., a Delaware Corporation (“Buyer”), and Yoshi, Inc., a Delaware Corporation (“Seller”). RECITALS WHEREAS, the Parties desire for Seller to sell, and Buyer to purchase, the Acquired Assets on the terms and subject to the conditions set forth below.

Form of Underwriting Agreement by and between EZFill Holdings Inc. and ThinkEquity LLC (previously filed)

Exhibit 1.1 UNDERWRITING AGREEMENT between EZFILL HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters EZFILL HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York [●], 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Fl New York, NY 10004 Ladies and Gentlemen: The undersigned, EzFill Holding

As filed with the Securities and Exchange Commission on November 19, 2024

As filed with the Securities and Exchange Commission on November 19, 2024 Registration No.

Promissory Note dated November 14, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.

Exhibit 10.1 PROMISSORY NOTE $181,500 November 14, 2024 FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of, the NextNRG Holding Corp. a Nevada corporation having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or s

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): November 14, 2024 EZFILL HOLDING

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): November 14, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commissio

EzFill Announces 2024 Third Quarter Financial Results — Revenue Increased 13% Year Over Year to $7.0 Million From $6.2 Million — — Gross Profit Increased 74% From The Prior Year Period– —EBITDA Improved 15% from the Prior Year Period— — 1.9 Million G

Exhibit 99.1 EzFill Announces 2024 Third Quarter Financial Results — Revenue Increased 13% Year Over Year to $7.0 Million From $6.2 Million — — Gross Profit Increased 74% From The Prior Year Period– —EBITDA Improved 15% from the Prior Year Period— — 1.9 Million Gallons Delivered, Up 26% From The Prior Year Period – —Converted $13.5 Million Debt into Equity— —Recieved $1.4 Million Investment— MIAMI

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): November 14, 2024 EZFILL HOLDING

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): November 14, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40809 EZFIL

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

November 1, 2024

LAURA ANTHONY, ESQ. WWW.ALCLAW.COM CRAIG D. LINDER, ESQ.* WWW.SECURITIESLAWBLOG.COM JOHN CACOMANOLIS, ESQ.** Associates and OF COUNSEL: CHAD FRIEND, ESQ., LLM DIRECT E-MAIL: [email protected] MICHAEL R. GEROE, ESQ., CIPP/US*** JESSICA HAGGARD, ESQ. **** christopher t. hines ***** PETER P. LINDLEY, ESQ., CPA, MBA JOHN LOWY, ESQ.***** STUART REED, ESQ. LAZARUS ROTHSTEIN, ESQ. SVETLANA ROVENSKAYA,

LETTER

October 25, 2024 Yehuda Levy Chief Executive Officer EzFill Holdings, Inc. 67 NW 183rd St. Miami, Florida 33169 Re: EzFill Holdings, Inc. Amendment No. 7 to Registration Statement on Form S-1 Filed October 9, 2024 File No. 333-275761 Dear Yehuda Levy: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement EZFILL HOLDINGS, INC. (Name of Registrant as Spe

As filed with the Securities and Exchange Commission on October 8, 2024

As filed with the Securities and Exchange Commission on October 8, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement EZFILL HOLDINGS, INC. (Name of Registrant as Spe

Second Amendment dated September 25, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended July 10, 2024, by and among EzFill Holdings, Inc. and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed September 27, 2024).

Exhibit 10.1 Second Amendment to Second Amended and Restated Exchange Agreement Dated as of September 25, 2024 This Second Amendment to Second Amended and Restated Exchange Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) EzFill Holdings, Inc., a Delaware corporation (the “Company”); and (ii) Michael Farkas (the “Sha

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 25, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commissi

EzFill Holdings, Inc. Regains Compliance with NASDAQ Listing Standard

Exhibit 99.1 EzFill Holdings, Inc. Regains Compliance with NASDAQ Listing Standard MIAMI, FL, September 3, 2024 – EzFill Holdings, Inc. (“EzFill”) or the “Company”) (NASDAQ: EZFL), a pioneer and emerging leader in the mobile fueling industry, today announced that it has regained compliance with Listing Rule 5550(b)(1) which requires a minimum stockholders’ equity of $2,500,000. As previously discl

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 30, 2024 EZFILL HOLDINGS,

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 30, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission

EZFL / EZFill Holdings Inc. / FARKAS MICHAEL D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2)* Under the Securities Exchange Act of 1934 EZFILL HOLDINGS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 302314406 (CUSIP Number) Michael D. Farkas 407 Lincoln Road, Suite 9F Miami Beach, Florida 33139 Phone: (305) 907-7600 With a copy to: Laura A

Joint Filing Agreement.

EX-99.8 2 ex99-8.htm EXHIBIT 99.8 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock, $0.0001 par value per share (the “Shares”) of EzFill Holdings, Inc., a Delaware corporation, dated as of August 29, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 reported): August 16, 2024 EZFILL HOLDINGS, INC.

Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024 with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.5 on Form 8-K filed August 20, 2024).

Exhibit 10.5 CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF EzFill Holdings, Inc. a Delaware corporation Pursuant to Section 151 of the General Corporation Law of the State of Delaware, EzFill Holdings, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby file this Certificate of Design

Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.4 on Form 8-K filed August 20, 2024).

Exhibit 10.4 CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF EzFill Holdings, Inc. a Delaware corporation Pursuant to Section 151 of the General Corporation Law of the State of Delaware, EzFill Holdings, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby file this Certificate of Design

EzFill Holdings, Inc. Announces Strategic Transactions and Debt Restructuring Converts $13.5 Million of Debt to Equity NextNRG Invests an Additional $1.4 Million

Exhibit 99.1 EzFill Holdings, Inc. Announces Strategic Transactions and Debt Restructuring Converts $13.5 Million of Debt to Equity NextNRG Invests an Additional $1.4 Million MIAMI, FL, August 19, 2024 – EzFill Holdings, Inc. (“EzFill” or the “Company”) (NASDAQ: EZFL), a pioneer and emerging leader in the mobile fueling industry, today announced a series of strategic transactions aimed at bolsteri

Stock Purchase Agreement, by and between the Company and Next, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 20, 2024).

Exhibit 10.1 Stock Purchase Agreement by and among EzFill Holdings, Inc. and NextNRG Holding Corp. Table of Contents PAGE Article I. Definitions and Interpretation 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. Purchase of Shares 3 Section 2.01 Purchase. 3 Section 2.02 Closing 3 Section 2.03 Stockholder Approval. 3 Section 2.04 Unwinding. 3 Article III. Registrat

Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.6 on Form 8-K filed August 20, 2024).

Exhibit 10.6 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF EzFill Holdings, Inc. a Delaware corporation Pursuant to Section 151 of the General Corporation Law of the State of Delaware, the undersigned Chief Executive Officer of EzFill Holdings, Inc. (the “Corporation”), a corporation organized and existing under the law

Exchange Agreement, by and between the Company and AJB, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.3 on Form 8-K filed August 20, 2024).

Exhibit 10.3 Exchange Agreement by and among EzFill Holdings, Inc. and AJB Capital Investments LLC Table of Contents PAGE Article I. Definitions and Interpretation 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 3 Article II. Conversion and Exchange 3 Section 2.01 Conversion and Exchange. 3 Section 2.02 Closing 4 Section 2.03 Taxes. 4 Section 2.04 Stockholder Approval. 4 Sectio

Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.7 on Form 8-K filed August 20, 2024).

Exhibit 10.7 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF EzFill Holdings, Inc. a Delaware corporation Pursuant to Section 151 of the General Corporation Law of the State of Delaware, the undersigned Chief Executive Officer of EzFill Holdings, Inc. (the “Corporation”), a corporation organized and existing under the law

Exchange Agreement, by and between the Company and Next, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.2 on Form 8-K filed August 20, 2024).

Exhibit 10.2 Exchange Agreement by and among EzFill Holdings, Inc. and NextNRG Holding Corp. Table of Contents PAGE Article I. Definitions and Interpretation 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. Conversion and Exchange 3 Section 2.01 Conversion and Exchange. 3 Section 2.02 Closing 3 Section 2.03 Taxes. 3 Section 2.04 Unwinding. 4 Article III. Registrati

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Results of Operations and Financial Condition, Financial Statements and Exhibits

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 14, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission

Promissory Note dated August 14, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 15, 2024).

Exhibit 10.1 PROMISSORY NOTE $165,000 August 14, 2024 FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of, the NextNRG Holding Corp. a Nevada corporation having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or suc

-- Revenue Increased 21% Year Over Year to Approximately $7.4 Million From $6.1 Million -- -- Gross Profit Increased 14% From The Prior Year Period -- -- Gallons Delivered Approximately 1.84 Million, Up 16% From The Prior Year Period – -- 40 New Comm

Exhibit 99.1 EzFill Announces 2024 Second Quarter Financial Results - Revenue Increased 21% Year Over Year to Approximately $7.4 Million From $6.1 Million - - Gross Profit Increased 14% From The Prior Year Period - - Gallons Delivered Approximately 1.84 Million, Up 16% From The Prior Year Period – - 40 New Commercial Accounts Added in Quarter - - Loss Per Share Improves 6% from $(1.78) to $(1.67)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40809 EZFILL HOL

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 6, 2024 EZFILL HOLDINGS,

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 6, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission F

Promissory Note dated August 6, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 12, 2024).

Exhibit 10.1 PROMISSORY NOTE $165,000 August 6, 2024 FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of, the NextNRG Holding Corp. a Nevada corporation having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such

EzFill Holdings, Inc. Announces Reverse Stock Split

Exhibit 99.1 EzFill Holdings, Inc. Announces Reverse Stock Split MIAMI, FL, July 23, 2024 - EzFill Holdings, Inc. (“EzFill” or the “Company”) (NASDAQ: EZFL), a pioneer and emerging leader in the mobile fuel industry, announced that, it will effect a 1 for 2.5 reverse stock split of its common stock. EzFill expects its common stock to begin trading on a split-adjusted basis on the Nasdaq Capital Ma

First Amendment dated July 22, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc. and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 25, 2024).

Exhibit 10.1 First Amendment to Second Amended and Restated Exchange Agreement Dated as of July 22, 2024 This First Amendment to Second Amended and Restated Exchange Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) EzFill Holdings, Inc., a Delaware corporation (the “Company”); and (ii) Michael Farkas (the “Shareholde

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): July 22, 2024 EZFILL HOLDINGS, I

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): July 22, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission Fi

Certificate of Amendment to the Amended and Restated Certificate of Incorporation. (incorporated by reference to Exhibit 3.1 on Form 8-K filed July 25, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EZFILL HOLDINGS, INC. Yehuda Levy hereby certifies that: 1. He is the Interim Chief Executive Officer of EzFill Holdings, Inc. (the “Corporation”), a Delaware Corporation 2. Article IV of the Amended and Restated Certificate of Incorporation is hereby amended by inserting the following new paragraph to the

Promissory Note dated July 22, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed July 25, 2024).

Exhibit 10.2 PROMISSORY NOTE $165,000 July 22, 2024 FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of, the NextNRG Holding Corp. a Nevada corporation having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): July 10, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission Fi

Promissory Note dated July 10, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 15, 2024).

Exhibit 10.1 PROMISSORY NOTE $165,000 July 10, 2024 FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida 33169 (the “Borrower”), hereby promises to pay to the order of, the NextNRG Holding Corp. a Nevada corporation having an address of 407 Lincoln Road, Ste 9F, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such

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): July 5, 2024 EZFILL HOLDINGS, IN

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): July 5, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission Fil