NextNRG Amends Series C Preferred Stock; Expects Approximately $9.0 Million to Be Reclassified to Stockholders’ Equity

Amendment removes holder’s optional redemption right on Series C Preferred Stock and supports the Company’s plan to regain compliance with Nasdaq’s listing requirements

MIAMI, FL, Oct. 07, 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 an amendment to its Series C Convertible Non-Voting Preferred Stock that removes the holder’s optional redemption right. As a result, the Company expects to reclassify approximately $9.0 million of Series C Preferred Stock issued at the initial closing to stockholders’ equity, which the Company believes will support its plan to regain compliance with Nasdaq’s listing requirements.

Series C Amendment and Expected Equity Reclassification

On September 30, 2026, the Company and the institutional investor in its Series C Preferred Stock financing amended the Securities Purchase Agreement originally entered into on August 13, 2026, and agreed to amend the terms of the Series C Preferred Stock as set forth in an amended Certificate of Designation. Under the original agreement, the Company agreed to issue and sell up to 3,000,000 shares of Series C Preferred Stock for an aggregate purchase price of $27.2 million. At the initial closing on August 13, 2026, the Company issued and sold 1,000,000 shares, with an aggregate stated value of $10.0 million, for $9.2 million.

Upon the effectiveness of the amended Certificate of Designation, the holder’s right to require the Company to redeem the Series C Preferred Stock beginning on the second anniversary of issuance will be removed; the Series C Preferred Stock will remain subject to redemption upon certain specified events. As a result, the Company expects to reclassify approximately $9.0 million, representing the carrying value of the Series C Preferred Stock issued at the initial closing to stockholders’ equity, which the Company expects would increase stockholders’ equity by approximately the same amount. The final amount and accounting treatment remain subject to the completion of the Company’s accounting analysis and review by its independent registered public accounting firm.

The amendment also revises certain other terms of the Series C Preferred Stock and the related financing, including the conditions for additional closings, requires the Company to obtain updated stockholder approval for the transaction, as amended, and conforms the terms to the Company’s anticipated redomestication to Nevada and its recent 1-for-10 reverse stock split.

Nasdaq Compliance Plan

As previously disclosed, on September 18, 2026, the Company received a determination letter from the Listing Qualifications Staff of Nasdaq. The Company timely requested a hearing before the Nasdaq Hearings Panel, which stayed any further delisting action pending the conclusion of the hearing process. The Company intends to present its plan to regain compliance, including the expected reclassification described above, to the Panel. NextNRG’s common stock continues to trade on the Nasdaq Capital Market under the symbol “NXXT.”

“We expect this amendment to strengthen our equity position as we present our compliance plan to the Nasdaq Hearings Panel,” said Michael D. Farkas, Founder and Chief Executive Officer of NextNRG. “It also allows us to stay focused on what drives long-term value for our stockholders: deploying our AI-driven Smart Controller across microgrids and growing our energy services business.”

A complete description of the amendment, including the amended Certificate of Designation, is included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2026, available at www.sec.gov and investors.nextnrg.com.

About NextNRG, Inc.

NextNRG, Inc. (NextNRG) is Powering What’s Next by deploying its AI-driven Smart Controller, a proprietary AI technology that continuously optimizes how energy is generated, stored, and consumed. The Company deploys the controller within microgrids at commercial, healthcare, municipal, industrial and federal sites, and at a utility scale through the Next Utility Operating System®.

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

To learn more, visit www.nextnrg.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement and should be considered an at-risk statement. Words such as “expect,” “intends,” “will,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including, but not limited to, the outcome of the Nasdaq hearing and the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements; the effectiveness of the amended Certificate of Designation and the Company’s redomestication to Nevada; the final accounting treatment of the Series C Preferred Stock, including the completion of the Company’s accounting analysis and review by the Company’s independent registered public accounting firm; and risks related to NextNRG’s business and macroeconomic and geopolitical events. These and other risks are described in NextNRG’s filings with the Securities and Exchange Commission from time to time.

NextNRG’s forward-looking statements involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by NextNRG. Although NextNRG’s forward-looking statements reflect the good faith judgment of NextNRG, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes no obligation to update these forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking statements.

Investor Relations Contact
NextNRG, Inc.
Sharon Cohen
SCohen@nextnrg.com