RenX Enterprises Corp.

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

(Amendment No. )

Check the appropriate box:

RENX ENTERPRISES CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

RenX Enterprises Corp.

100 Biscayne Blvd., Suite 1201

Miami, Florida 33132

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELDON JUNE 12, 2026

May 15, 2026

Dear Stockholders of RenX Enterprises Corp.:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of RenX Enterprises Corp., a Delaware corporation (the “Company”), to be held at the offices of Blank Rome LLP, located at 1271 Avenue of the Americas, 16 th Floor, New York, New York 10020, on June 12, 2026, beginning at 10:00 a.m. Eastern Time. The purpose of the Annual Meeting and the matters to be acted on are stated below in this Notice of Annual Meeting of Stockholders (this “Notice”).

At the Annual Meeting, stockholders will vote on the following matters:

(1) To elect the two (2) nominees for Class III director named in the accompanying proxy statement to the Company’s Board of Directors (“Board”), each to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified (the “Election of Class III Directors Proposal” or “Proposal 1”);

(2) To ratify the appointment of M&K CPAS PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal” or “Proposal 2”);

(3) To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to 862,335 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), upon the exercise of certain warrants (the “Additional February Warrants”) which were issued to investors in connection with our private placement offering that closed on February 17, 2026 (the “Additional February Warrant Exercise Proposal” or “Proposal 3”);

(4) To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to 26,779,029 shares of the Company’s Common Stock upon the conversion of senior convertible notes (collectively, the “April Notes”) in the aggregate principal amount of up to $13.0 million (assuming such April Notes accrue interest at 10% for 12 months and that the conversion price is reduced to the floor price), which April Notes have been, or may in the future be, issued to investors pursuant to a Securities Purchase Agreement dated April 30, 2026 (the “April Purchase Agreement”) (the “Initial April Note and Second April Note Conversion Proposal” or “Proposal 4”);

(5) To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to an additional 179,213,485 shares of the Company’s Common Stock upon the conversion of additional April Notes in the aggregate principal amount of up to $87.0 million (collectively, the “Additional April Notes”) (assuming such Additional April Notes accrue interest at 10% for 12 months and that the conversion price is reduced to the floor price), which Additional April Notes may in the future be issued to investors pursuant to the April Purchase Agreement (the “Additional April Note Conversion Proposal” or “Proposal 5”);

(6) To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), in substantially the form attached to the accompanying proxy statement as Annex A, to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding Common Stock, at a ratio of 1-for-5 to 1-for-10 (the “Range”), with the final ratio within such Range to be determined at the discretion of the Board and included in a public announcement (the “Reverse Stock Split Proposal” or “Proposal 6”);

(7) To approve an amendment to the Company’s 2023 Incentive Compensation Plan (as amended to date, the “2023 Plan”), in substantially the form attached to the accompanying proxy statement as Annex B, to (i) increase the number of shares of Common Stock authorized for issuance under the 2023 Plan from 138,861 shares to 520,000 shares, and (ii) increase the total number of shares of Common Stock with respect to which awards may be granted to any non-employee director in his or her capacity as a non-employee director in any single calendar year by 72,500 shares to 75,000 shares (the “2023 Plan Amendment Proposal” or “Proposal 7”);

(8) To approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Additional February Warrant Exercise Proposal, the Initial April Note and Second April Note Conversion Proposal, the Additional April Note Conversion Proposal, the Reverse Stock Split Proposal or the 2023 Plan Amendment Proposal (the “Adjournment Proposal” or “Proposal 8”); and

(9) To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of thereof.

The Board knows of no other business that will come before the Annual Meeting.

The matters listed in this Notice are described in detail in the accompanying proxy statement. The Board has fixed the close of business on April 13, 2026 as the record date (the “Record Date”) for determining those stockholders who are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Holders of outstanding shares of our Series A Convertible Preferred Stock and shares of our Series B Non-Voting Convertible Preferred Stock are not entitled to vote on any of the matters to be presented to our stockholders for approval at the Annual Meeting. Accordingly, only stockholders of record of shares of our Common Stock as of the close of business on the Record Date will be entitled to vote at the Meeting. A list of the stockholders of record of our Common Stock as of the Record Date will be made available for inspection at the Annual Meeting and, for the ten days preceding the Annual Meeting, at the Company’s offices located at 100 Biscayne Blvd., Suite 1201, Miami, Florida 33132 during ordinary business hours for any purpose germane to the Annual Meeting.

On March 26, 2026, the Company effected a 1-for-20 reverse stock split of our then-outstanding Common Stock (the “March Reverse Stock Split”). Except as specifically provided, all share and per share amounts and related option, RSU, convertible note and warrant information from prior to the effective date of the March Reverse Stock Split presented herein, has been retroactively adjusted to give effect to the March Reverse Stock Split. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELDON JUNE 12, 2026.

The proxy materials together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), which is not a part of our proxy solicitation materials, are being mailed or made available to the stockholders of record on or about May 15, 2026. This Notice, the accompanying proxy statement and our 2025 Annual Report are available athttp://www.astproxyportal.com/ast/43029.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 2026 Annual MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY SUBMITTING YOUR PROXY VIA THE INTERNET OR TELEPHONE OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS YOU RECEIVE IN THE MAIL. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM

AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU BY CONTACTING THE CORPORATE SECRETARY, RENX ENTERPRISES CORP., 100 BISCAYNE BLVD., SUITE 1201, MIAMI, FLORIDA 33132, OR BY PHONE AT (904) 496-0027.

On behalf of the Board and the employees of RenX Enterprises Corp., we thank you for your continued support and look forward to speaking with you at the Annual Meeting.

By order of the Board of Directors,

/s/ David Villarreal

David Villarreal

Chief Executive Officer and Director