Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under

The Second Notes and the Second Warrants were offered and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder. The Second Notes, Second Warrants, as well as the shares of Common Stock issuable upon conversion and exercise thereof, have not been registered, and to the extent not yet issued, will not be registered, under the Securities Act or applicable state securities laws. Accordingly, these securities may not be reoffered…

Entry into a Material Definitive Agreement. Amendment to Securities Purchase Agreement and Registration Rights Agreement On August 26, 2026, the Company and the Purchasers entered into an Amendment to Securities Purchase Agreement and Registration Rights Agreement (the “Amendment”), which amended the Purchase Agreement and Registration Rights Agreement, respectively, to provide that: (i) the Second Closing Date shall be August 26, 2026, or such other date as may be agreed upon in writing betw…

Entry into a Material Definitive Agreement. On August 17, 2026 (the “Effective Date”), Norman Berry II Owner, LLC (“Norman Berry”), a limited liability company that is 50% owned by RenX Enterprises Corp. (the “Company”), entered into a Purchase and Sale Agreement (the “Sale Agreement”), with Arbour Valley Development, LLC (the “Purchaser”), pursuant to which, subject to the satisfaction of various closing conditions, including the Purchaser’s receipt of an allocation of tax credits from the G…

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Director — James D. Burnham: Mr. Burnham resigned from the Board and was appointed as Director of Growth & M&A.

When issuing the shares of Preferred Stock and the Warrant pursuant to the Exchange Agreement in exchange for the cancellation of the Note, the Company relied upon the exemption from the registration requirements of the Securities Act available under Section 3(a)(9) promulgated thereunder due to the fact that Company was the same issuer of the Note, the Debtholder did not pay any additional consideration besides cancelling the outstanding Note, the exchange was made with a current Company inv…

Entry into a Material Definitive Agreement On June 11, 2026, RenX Enterprises Corp. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Index Equity US, LLC, a related party (the “Debtholder”), to exchange (the “Exchange”) $7,169,072.79 of principal and accrued interest outstanding (the “Outstanding Debt”) under an Amended and Restated Promissory Note, dated January 1, 2025 (originally issued by the Company to MCS Lending, LLC (a related party) and assigned to D…

The filing pertains to an amendment of the Company's incentive compensation plan and does not involve any management changes.

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

The Notes and the Warrants were offered and sold, and with respect to Notes and Warrants to be sold and issued in the Second Closing or Additional Closings, will be offered and sold, in a private placement pursuant to Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder. The Notes, Warrants, Conversion Shares and Warrant Shares have not been registered, and to the extent not yet issued, will not be registered, under the Securities Act or applicable state securitie…

Entry into a Material Definitive Agreement On April 30, 2026, RenX Enterprises Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) related to a tranched private placement transaction (the “Private Placement”) of Senior Convertible Notes (“Notes”) and warrants (“Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) as more particularly set forth b…

Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under

Other Events. On April 8, 2026 and April 9, 2026, RenX Enterprises Corp., a Delaware corporation (the “Company”), entered into a consent and waiver agreement (the “Agreement”) with each of the institutional investors (collectively, the “Investors”) that purchased senior convertible promissory notes and warrants from the Company in that private placement (the “Private Placement”) of securities of the Company that closed on February 17, 2026 (the “Closing Date”). Pursuant to the Agreement, the…

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in

Other Events As of February 13, 2026, there are 46,360,994 shares of Company Common Stock issued and outstanding, which includes an aggregate of 13,235,294 shares of Common Stock that were issued upon the conversion of shares of Series B Non-Voting Convertible Preferred Stock (“Series B Preferred Stock”) and the exercise of the warrants sold and issued to investors in the Company’s private placement that closed on October 16, 2025 (the “October 2025 PIPE”). As a result of such conversions and…

Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement On February 12, 2026, RenX Enterprises Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) for the issuance and sale in a private placement transaction (the “Private Placement”) of Senior Convertible Notes (“Notes”) in the aggregate principal amount of $6,042,985.39. The Notes bear interest at a rate of 12% per annum, will mature 13 months from the date…

The Notes and the Warrants were offered and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder. The Notes, Warrants, Conversion Shares and Warrant Shares have not been registered under the Securities Act or applicable state securities laws. Accordingly, these securities may not be reoffered or resold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Co…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 26, 2026, RenX Enterprises Corp. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceding 30 consecutive business days (December 5, 2025 through January 20, 2026), the Company’s common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Require…

Entry Into a Material Definitive Agreement. On January 6, 2026, RenX Enterprises Corp. (the “Company”) and its wholly owned subsidiary Norman Berry II Owners, LLC (“Norman Berry”), entered into a Restructuring and Collateral Agreement (the “Restructuring Agreement”) with an institutional investor (the “Lender”) relating to the outstanding promissory note in the principal amount of approximately $7.0 million (the “Outstanding Note”) issued by the Company’s subsidiary, LV Peninsula Holding, LLC…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry Into a Material Definitive Agreement. Effective December 30, 2025, Resource Group LLC (“Resource Group”), a wholly owned subsidiary of RenX Enterprises Corp. (the “Company”), entered into a Negotiable Promissory Note and Security Agreement in the principal amount of $1,507,658 (the “First Note”) and Negotiable Promissory Note and Security Agreement in the principal amount of $1,047,528 (the “Second Note”; and together with the First Note, the “Notes”) with Commercial Credit Group (the “…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under