NEXTNRG, INC.
For the period ended Dec 9, 2025. Filed Dec 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 9, 2025 · Filed Dec 9, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
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 ☐
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| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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December 9, 2025
Dear Stockholder,
I am pleased to extend this invitation to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of NextNRG, Inc. (the “Company”) to be held at 10:30 a.m., Eastern time, on Monday, December 29, 2025, at 407 Lincoln Rd., Suite 9F, Miami Beach, FL 33139. The attached notice of Annual Meeting and proxy statement describe the matters to be presented at the Annual Meeting and provide information about us that you should consider when you vote your shares.
The principal business of the Annual Meeting will be:
| 1. | To elect as directors the five nominees named in the proxy statement to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified or until the earlier of their resignation or removal; |
| 2. | To approve a change in our state of incorporation from Delaware to Nevada; |
| 3. | To ratify the selection of M&K CPAs, PLLC as our independent public accountant for the fiscal year ending December 31, 2025; and |
| 4. | To consider and transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof. |
We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, it is important that your shares are represented. Therefore, when you have finished reading the proxy statement, you are urged to complete, sign, date and return the enclosed proxy card, or respond via Internet or telephone, promptly in accordance with the instructions set forth on the proxy card. This will ensure your proper representation at the Annual Meeting, whether or not you can attend.
Best regards,
/s/ Michael Farkas
Michael Farkas
Chief Executive Officer and Executive Chairman
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 29, 2025
To the Stockholders of NextNRG, Inc.:
You are invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of NextNRG, Inc. (the “Company”) to be held at 10:30 a.m., Eastern time, on Monday, December 29, 2025, at 407 Lincoln Rd., Suite 9F, Miami Beach, FL 33139.
At the Annual Meeting, you will be asked to act on the following matters:
| 1. | To elect as directors the five nominees named in this Proxy Statement to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified or until the earlier of their resignation or removal; |
| 2. | To approve a change in our state of incorporation from Delaware to Nevada; |
| 3. | To ratify the selection of M&K CPAs, PLLC as our independent public accountant for the fiscal year ending December 31, 2025; and |
| 4. | To consider and transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof. |
The Proxy Statement accompanying this Notice describes these items more fully.
Only holders of record of shares of our common stock, our Series A convertible preferred stock, and our Series B convertible preferred stock at the close of business on October 30, 2025 are entitled to vote at the Annual Meeting or any postponements or adjournments of the Annual Meeting.
YOUR VOTE IS IMPORTANT. PLEASE READ THE PROXY STATEMENT AND VOTE BY FOLLOWING THE VOTING INSTRUCTIONS SENT TO YOU.
| December 9, 2025 | By Order of the Board of Directors of NextNRG, Inc. |
|---|---|
| Sincerely, | |
| /s/ Michael Farkas | |
| Michael Farkas | |
| Chief Executive Officer and Executive Chairman |
TABLE OF CONTENTS
| Page | |
|---|---|
| ABOUT THE PROXY MATERIALS | 1 |
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 4 |
| REPORT OF THE AUDIT COMMITTEE | 8 |
| PROPOSAL NO. 2 - THE REDOMICILE | 12 |
| PROPOSAL NO. 3 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| MANAGEMENT | 24 |
| EXECUTIVE COMPENSATION | 24 |
| 2024 SUMMARY COMPENSATION TABLE | 26 |
| COMPENSATION AGREEMENTS | 27 |
| EQUITY COMPENSATION PLAN INFORMATION | 31 |
| 2024 DIRECTOR COMPENSATION TABLE | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 32 |
| DELINQUENT SECTION 16(a) REPORTS | 33 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 33 |
| FORWARD-LOOKING STATEMENTS | 47 |
| WHERE YOU CAN FIND MORE INFORMATION ABOUT NEXTNRG | 47 |
| STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS | 48 |
| OTHER MATTERS | 48 |
| ANNEX A – Plan of Conversion | A-1 |
i
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 29, 2025
This proxy statement (“Proxy Statement”) contains information related to the Annual Meeting of Stockholders (the “Annual Meeting”) of NextNRG, Inc. (the “Company,” “NextNRG,” “we,” “us,” and “our”) to be held at 10:30 a.m., Eastern time, on Monday, December 29, 2025, at 407 Lincoln Rd., Suite 9F, Miami Beach, FL 33139, and any postponements or adjournments of the Annual Meeting. We first mailed, or made available on the Internet, these proxy materials to stockholders on or about December 9, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.