Note 5 – Debt

The following represents a summary of the Company’s debt (notes payable – related parties, third party debt for notes payable (including those owed on vehicles), and line of credit, including key terms, and outstanding balances at December 31, 2025 and 2024, respectively.

Notes Payable – Related Parties

The following is a summary of the Company’s notes payable – related parties at December 31, 2025 and 2024:

 Summary of Notes Payable - Related Parties

During the year ended December 31, 2025, $2,080,000 of accrued interest on related party promissory notes owed to the Chief Executive Officer and Executive Chairman was converted from debt to equity pursuant to a Stock Purchase Agreement.

The following is a detail of the Company’s advances payable – related parties terms and history of each advance at December 31, 2025 and December 31, 2024:

 Schedule of Advances Payable Related Parties

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

Notes Payable

The following represents the terms of the Company’s notes payable as of December 31, 2025 and December 31, 2024, respectively:

 Schedule of Terms of Notes Payable

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 Schedule of Notes Payable

Loans #1, #2, #6-#18, #20, and #30-31 represent merchant cash advance (“MCA”) agreements entered into by the Company. Under these arrangements, the Company receives a specified gross advance amount, net of origination fees, discounts, and other transaction costs, in exchange for a fixed repayment obligation that typically exceeds the net funds received.

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

Repayment terms generally range from 21 to 78 weeks and are structured as daily or weekly fixed remittances. The Company accounts for these arrangements as debt in accordance with ASC 470, recognizing the full repayment obligation as a liability, with related issuance costs amortized over the term of the loan.

To manage liquidity and meet near-term obligations, the Company has, in several instances, refinanced existing MCA loans by entering into new MCA agreements with the same or alternative lenders. These refinancing arrangements often involve:

While refinancing may provide short-term liquidity relief, it often results in higher cumulative borrowing costs due to upfront fees and the compounding effect of new obligations. These refinancings are typically executed close to the maturity of the original MCA or earlier if cash flow pressures arise.

The Company utilizes MCA financing primarily to support working capital and general operations. Given the short-term nature, fee structure, and recurring refinancing activity, these MCA obligations are classified as short-term debt. The Company continuously evaluates its funding options to manage cash flow and covenant compliance under these agreements.

Loans #3 and #4

In November 2024, the Company executed an asset purchase agreement with Yoshi, Inc. In connection with this transaction, in February 2025, the Company acquired various vehicles as part of a growth and expansion plan. The Company has access to and utilizes these vehicles for mobile fueling as part of its ongoing operations. Since the transaction did not close until February 2025, the payments made/due as of December 31, 2024, have been classified as a component of deposit on future asset purchase totaling $2,035,283. In 2025, $1,229,000 of this amount was reclassified to vehicles, and the remaining value was expensed.

As part of the consideration due to the seller, the Company was required to pay $1,250,000, plus an additional $250,000, between six and nine months from the transaction date.

As of December 31, 2024, the Company had paid $650,000, however an additional $850,000 remained due and outstanding as a condition for closing the asset purchase.

During the year ended December 31, 2025, the remaining balance was paid.

Loan #5

In December 2024, the Company executed a two-month loan for $2,500,000. The Company was required to pay transaction fees of $440,000. The Company received the entire $2,500,000 as proceeds, rather than the transaction fees being netted from the closing. These fees totaling $440,000 were recorded both as an original discount and accrued expenses. In the event of default, the note would accrue interest at 21%. In February 2025, the Company obtained an additional 30-day extension, with a new maturity date occurring in March 2025, in exchange for $200,000. The loan was repaid in March 2025. In relation to this extension, the noteholder was issued 41,437 shares of Common Stock at a fair value of $150,000.

Loan #21

During the years ended December 31, 2023 and 2024, the Company entered into and amended three unsecured promissory notes totaling $2,420,000 (see below for Notes #1, #2 and #3) with a former related party at the time of the transaction. These notes were initially issued with original issue discounts and additional common stock issuances classified as debt discounts totaling $1,361,400. Of the total debt discounts recognized, $1,192,637 was amortized to interest expense in 2023, the remaining balance of $168,763 was amortized to interest expense in 2024.

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

Initial Issuance Terms

Global Amendment and Default Conversion Features

On January 17, 2024, the Company and the lender executed a global amendment to the terms of Notes #1, #2, and #3:

Extension-Related Stock Issuances

Conversion to Series A Convertible Preferred Stock

On August 16, 2024, the Company and the lender agreed to convert all remaining obligations under Notes #1, #2, and #3 into equity. The total principal converted was $2,420,000. The lender exercised a 150% penalty interest feature, increasing the total debt conversion amount to $3,630,000. As a result, the Company issued 363,000 shares of Series A convertible preferred stock with a stated value of $10 per share. The fair value of the preferred stock was determined based on its as-converted value into common stock as follows:

Schedule of Debt Extinguishment

The Company accounted for the conversion as an extinguishment of debt under ASC 470-50, and the difference between the fair value of the equity issued and the carrying amount of the debt was recorded as a loss on debt extinguishment.

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

Common Stock Issuable – 242,000 Shares

In connection with the initial debt issuances and amendments discussed above, the Company had previously classified 242,000 common shares as common stock issuable due to the 9.99% ownership blocker. Upon conversion of all outstanding debt on August 16, 2024, these shares were formally issued to the lender. Since the shares had already been reflected in equity, there was no incremental impact to stockholders’ deficit upon issuance.

Loans #22-#26

In October 2024, the Company entered into five unsecured, non-interest-bearing notes with an aggregate principal amount of $5,000,000 and a contractual term of 18 months. The notes were issued with an OID of $100,000, resulting in net cash proceeds of $4,900,000 at inception.

Although the notes had a stated maturity in 2026, the Company repaid the full $5,000,000 principal amount in February 2025, prior to maturity. The remaining unamortized debt discount of $83,547 was amortized on an accelerated basis as interest expense through the repayment date.

Loan #27

In January 2024, the Company acquired 100% of the equity interests in STAT in exchange for $5,500,000. STAT has patented technology that will be used in the Company’s expected future operations. Prior to the acquisition, the operations of STAT were insignificant.

In 2023, the Company paid a deposit of $250,000 towards this acquisition. In 2024, the Company paid an additional $1,550,000 for total cash consideration paid of $1,800,000 at closing. The balance of $3,700,000 was financed through a note payable. This note bears interest at 7%, is unsecured was due in May 2024 (“initial maturity date”). The Company also has the option to extend the due date to July 2024 for no additional consideration or change in terms (See Note 10). Subsequent to the initial maturity date, the lender has agreed to extend the due date of the note multiple times, for payments of $130,000, respectively. Each of these payments was recorded as interest expense.

In October 2024, without any additional extension payments required, the Company repaid the note plus accrued interest totaling $3,826,112. An additional $59,800 of accrued interest was forgiven by the lender and recorded as other income in the accompanying consolidated statements of operations during the year ended December 31, 2024.

Loan #28

In December 2024, the Company executed a loan for $5,000,100 with Cohen Global Energy, LLC. Cohen Global Energy is an unrelated third party that holds 50% of Next/Ingle Holdings, LLC. The Company owns the other 50% of Next/Ingle Holdings, LLC. Notwithstanding the split of ownership, the Company retains unilateral governing control over the entity, as outlined in the executed operating agreement. Next/Ingle Holdings LLC is a controlled holding company which has been consolidated into the Company, and shows a non-controlling interest for the 50% not owned. The loan was due March 31, 2025. On June 26, 2025, the note was extended until September 1, 2025. On September 1, 2025 the note was extended until October 1, 2025. On October 1, 2025, the note was extended to November 1, 2025. The Company is currently negotiating an additional extension of the due date, and as of the date of this filing the note is in default.

This note held no issuance discount or interest rate. Imputed interest was assessed on the note for $5,000,100 as of December 31, 2025.

Loan #32

In July 2025, the Company entered into an unsecured note bearing interest at a rate of 18% per annum with a principal amount of $2,000,000 and a contractual term of 12 months. The note was issued with an OID of $100,000, resulting in net cash proceeds of $1,900,000 at inception. The Company also issued 126,373 shares of common stock with the note, and the Company accounted for the issuance of the shares and the note using the relative fair value method. The total relative fair value was allocated as follows: $1,892,705 to the debt instrument (90%) and $207,295 to the shares of stock (10%), resulting in the recording of an additional $207,295 in debt discount. Additionally, $360,000 in interest was converted into Common Stock at a price per share of $1.82 in July of 2025.

The Company is required to make monthly payments in the amount of $100,000. During the year ended December 31, 2025, the Company made repayments of $250,000 and amortized $68,194 in debt discount.

Loan #33

In September 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount of $2,950,000, The note was issued at an 18% original issue discount, resulting in gross proceeds of $2,500,000.

The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $1.54 per share. The noteholder was also issued a warrant to purchase 750,000 shares of common stock at an exercise price of $5.00 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $2,030,922 to the debt instrument (69%) and $919,078 to the warrants (31%), resulting in the recording of an additional $919,078 in debt discount.

As of December 31, 2025, the noteholder converted the entire note balance of $2,950,000 at a price of $1.54 per share, and the Company amortized $1,369,078 in debt discount.

As of December 31, 2025, imputed interest was assessed for this note at a value of $28,625.

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

Loan #34

In conjunction with Loan #33, the Company issued a note in the principal amount of $295,000 and warrants to purchase 75,000 shares of common stock at an exercise price of $5.000 as a due diligence fee. The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $1.54 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $203,092 to the debt instrument (69%) and $91,908 to the warrants (31%), resulting in the recording of $91,908 in debt discount.

During the year ended December 31, 2025, the noteholder converted the full balance of $295,000 into 191,559 shares of common stock, and the Company amortized $91,908 in debt discount.

As of December 31, 2025, imputed interest was assessed for this note at a value of $2,308.

Loan #35

In October 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount of $1,475,000, The note was issued at an 18% original issue discount, resulting in gross proceeds of $1,250,000.

The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $1.91 per share. The noteholder was also issued a warrant to purchase 375,000 shares of common stock at an exercise price of $5.00 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $1,071,736 to the debt instrument (73%) and $403,264 to the warrants (27%), resulting in the recording of an additional $403,264 in debt discount.

During the year ended December 31, 2025, the noteholder converted the full balance of the note into common stock and amortized $628,264 in debt discount. See Note 8 for further detail on shares issued for the conversion of notes.

As of December 31, 2025, imputed interest was assessed for this note at a value of $21,700.

Loan #36

In October 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount of $1,475,000, The note was issued at an 18% original issue discount, resulting in gross proceeds of $1,250,000.

The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $1.82 per share. The noteholder was also issued a warrant to purchase 375,000 shares of common stock at an exercise price of $5.00 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $1,106,484 to the debt instrument (75%) and $368,516 to the warrants (25%), resulting in the recording of an additional $368,516 in debt discount.

During the year ended December 31, 2025, the noteholder converted the full balance of the note into common stock and amortized $593,516 in debt discount.

As of December 31, 2025, imputed interest was assessed for this note at a value of $23,085.

Loan #37

In November 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount of $2,950,000, The note was issued at an 18% original issue discount, resulting in gross proceeds of $2,500,000.

The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $1.69 per share. The noteholder was also issued a warrant to purchase 750,000 shares of common stock at an exercise price of $5.00 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $2,135,583 to the debt instrument (72%) and $814,417 to the warrants (28%), resulting in the recording of an additional $814,417 in debt discount. See Note 8 for further detail on shares issued for the conversion of notes.

As of December 31, 2025, the noteholder converted $2,749,800 of the note into common stock and amortized $1,264,417 in debt discount.

As of December 31, 2025, imputed interest was assessed for this note at a value of $40,629.

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

Loan #38

In conjunction with Loan #35, the Company issued a note in the principal amount of $147,500 and warrants to purchase 37,500 shares of common stock at an exercise price of $5.00 as a due diligence fee. The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $1.91 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $107,174 to the debt instrument (73%) and $40,326 to the warrants (27%), resulting in the recording of $40,326 in debt discount.

As of December 31, 2025, the noteholder converted the full balance of the note into common stock and amortized $40,326 in debt discount. See Note 8 for further detail on shares issued for the conversion of notes.

As of December 31, 2025, imputed interest was assessed for this note at a value of $970.

Loan #39

In conjunction with Loan #36, the Company issued a note in the principal amount of $147,500 and warrants to purchase 37,500 shares of common stock at an exercise price of $5.00 as a due diligence fee. The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $1.82 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $100,491 to the debt instrument (68%) and $47,009 to the warrants (32%), resulting in the recording of $47,009 in debt discount.

During fourth quarter 2025, the noteholder converted the full balance of the note into common stock and amortized $47,009 in debt discount. See Note 8 for further detail on shares issued for the conversion of notes.

Loan #40

In conjunction with Loan #37, the Company issued a note in the principal amount of $295,000 and warrants to purchase 75,000 shares of common stock at an exercise price of $5.00 as a due diligence fee. The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $1.69 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $213,558 to the debt instrument (72%) and $81,442 to the warrants (28%), resulting in the recording of $81,442 in debt discount.

As of December 31, 2025, the noteholder converted $204,000 of the note into common stock and amortized $81,442 in debt discount. See Note 8 for further detail on shares issued for the conversion of notes.

Notes Payable – Vehicles (Loan # 29)

The following is a summary of the Company’s notes payable for its vehicles at December 31, 2025 and December 31, 2024, respectively:

Summary of Notes Payable - Vehicles

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

The following is a detail of the Company’s notes payable for its vehicles at December 31, 2025 and December 31, 2024, respectively:

Schedule of Detailed Company’s Notes Payable

Notes Payable - Vehicles

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

Debt Maturities

The following represents future maturities of the Company’s various debt arrangements as follows:

Schedule of Maturities of Long Term Debt