SCHEDULE 13D/A: Insider Michael D. Farkas Boosts Stake in NextNRG, Inc. to Over 61%

Michael D. Farkas, CEO and Executive Chairman, has increased his beneficial ownership in NextNRG, Inc. to 61.276% of outstanding common stock through various transactions including debt conversion and an exchange agreement.

Summary

• Michael D. Farkas, the Reporting Person, beneficially owns 74,232,561 shares of NextNRG, Inc. common stock.
• This represents 61.276% of the 121,144,102 shares issued and outstanding as of June 20, 2025.
• His holdings include 61,150,968 shares held directly (with 42,372,880 shares subject to vesting and forfeiture), 154,827 shares held by SIF Energy LLC, 26,578 shares held by Balance Labs, Inc., and 12,900,188 shares held by Inductive Holdings LLC.
• Additionally, he holds 719,424 shares convertible from 140,000 shares of Series B Preferred Stock, each with a stated value of $10.00 per share, convertible at 70% of $2.78.
• The increase in ownership stems from transactions disclosed in Form 4 filings on March 26, 2025, March 31, 2025, April 17, 2025, and June 20, 2025.
• He received 245,689 shares as payment for commitment fees pursuant to promissory notes issued by the Issuer to NextNRG Holding Corp. in the aggregate principal amount of $1,400,000.
• He also received 60,167,275 shares and Inductive Holdings LLC received 12,900,188 shares pursuant to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended on July 22, 2024, and September 25, 2024.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The significant increase in insider ownership by the CEO and Executive Chairman, including conversion of debt to equity, suggests strong confidence and commitment from key management. While high insider concentration can be a risk, it often signals alignment of interests. The vesting conditions introduce a slight uncertainty, but overall, the actions indicate a strengthening of insider control and investment.

Positives

• Increased insider ownership by the CEO and Executive Chairman, Michael D. Farkas, to over 61% signals strong confidence in the company's future.
• Conversion of promissory notes into equity reduces the company's debt burden by $1,400,000.

Negatives

• A significant portion of the shares (42,372,880) held directly by Michael D. Farkas are subject to vesting and forfeiture, which could introduce future uncertainty regarding his ultimate ownership if conditions are not met.
• The conversion price for Series B Preferred Stock is based on 70% of $2.78, which might indicate a discount or a lower valuation at the time of issuance.

Risks

• A large concentration of ownership (61.276%) by a single individual, Michael D. Farkas, could lead to potential corporate governance issues or limit the influence of other shareholders.
• The vesting and forfeiture conditions on 42,372,880 shares held directly by the Reporting Person introduce a contingency that could alter the beneficial ownership structure in the future.

Future Outlook

Michael D. Farkas intends to periodically review his investment in NextNRG, Inc. based on various factors including the company's business, financial condition, market conditions, and other investment opportunities. He may acquire or dispose of shares in the future depending on market and other factors.

Management Comments

• The Reporting Person from time to time intends to review his investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Shares in particular, as well as other developments and other investment opportunities.
• Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time.
• If the Reporting Person believes that further investment in the Issuer is attractive, whether because of the market price of the Shares or otherwise, he may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions.
• Similarly, depending on market and other factors, the Reporting Person may determine to dispose of some or all of the Shares currently owned by the Reporting Person or otherwise acquired by the Reporting Person either in the open market or in privately negotiated transactions.

Industry Context

This filing is a standard Schedule 13D amendment, indicating a significant change in beneficial ownership by an insider. Such filings are common in the financial industry, particularly for companies undergoing strategic shifts, debt restructuring, or where key individuals are consolidating their control or investment. The specific industry of NextNRG, Inc. (implied by 'NRG' in the name) is not detailed, but the transactions reflect typical corporate finance activities.

Comparison to Industry Standards

• The beneficial ownership of 61.276% by a single individual, Michael D. Farkas, is a very high concentration, significantly above typical institutional or individual ownership percentages in most publicly traded companies. This level of control is more common in smaller, founder-led companies or those undergoing significant restructuring, rather than large, widely-held corporations.
• The conversion of promissory notes into equity is a common method for companies to reduce debt and for creditors (in this case, an insider) to increase their equity stake, often seen in companies seeking to improve their balance sheet or where traditional financing is less accessible.
• The use of an 'Exchange Agreement' for a large block of shares suggests a significant corporate transaction, possibly related to an acquisition or restructuring of a prior entity (Next Charging LLC), which is a standard mechanism for such deals.

Related Party Transactions

• Michael D. Farkas, as the Reporting Person, received shares as payment for commitment fees pursuant to promissory notes issued by the Issuer to NextNRG Holding Corp.
• Michael D. Farkas and Inductive Holdings LLC (over which Farkas has voting and dispositive power) received shares pursuant to the Exchange Agreement with the Issuer.

Stakeholder Impact

• Shareholders: Increased insider ownership by the CEO and Executive Chairman could be viewed positively as a sign of confidence and alignment of interests, but also negatively due to increased control and potential reduction in liquidity for other shareholders. The vesting and forfeiture conditions on a large block of shares could create future uncertainty.
• Creditors: The conversion of promissory notes into equity reduces the company's debt obligations, which is generally positive for creditors.

Next Steps

• Michael D. Farkas will continue to review his investment in NextNRG, Inc.
• He may acquire additional shares or dispose of existing shares in the future based on market conditions and other factors.

Key Dates

Keywords

NextNRG Inc., Michael D. Farkas, Schedule 13D, Beneficial Ownership, Insider Ownership, Common Stock, Equity Stake, SEC Filing, Corporate Governance, Debt Conversion, Exchange Agreement