Sec Form 4 Filing - FARKAS MICHAEL D @ NEXTNRG, INC. - 2025-02-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FARKAS MICHAEL D
2. Issuer Name and Ticker or Trading Symbol
NEXTNRG, INC. [ NXXT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and Executive Chairman
(Last) (First) (Middle)
C/O NEXTNRG, INC., 67 NW 183RD STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2025
(Street)
MIAMI, FL33139
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 02/13/2025 J( 1 ) 73,067,463 A 77,200,189 I See footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FARKAS MICHAEL D
C/O NEXTNRG, INC.
67 NW 183RD STREET
MIAMI, FL33139
X X CEO and Executive Chairman
Signatures
/s/ Michael D. Farkas 02/18/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Michael D. Farkas received 60,167,275 shares (the "Shares") of Common Stock and Inductive Holdings LLC ("Inductive") received 12,900,188 shares of Common Stock pursuant to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended on July 22, 2024 and on September 25, 2024 (the "Exchange Agreement") entered into among the Issuer, the members of Next Charging LLC (the "Members") and Michael D. Farkas, as the representative of the Members. The Amount of Securities Beneficially Owned includes 42,372,880 shares of Common Stock subject to vesting and forfeiture as provided for in the Exchange Agreement.
( 2 )Amount of Securities Beneficially Owned includes (i) 64,118,596 shares held directly, (ii) 154,827 shares held by SIF Energy LLC, (iii) 26,578 shares held by Balance Labs, Inc. and (iv) 12,900,188 shares held by Inductive Holdings LLC. The Reporting Person has voting and dispositive power over the Common Stock held by SIF Energy LLC, NextNRG Holding Corp., Balance Labs, Inc. and Inductive Holdings LLC.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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