UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-41581

RENX ENTERPRISES CORP.

(Exact name of registrant as specified in its charter)

Delaware		87-1375590
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1111 Brickell Ave, Floor 11 Suite 109, Miami FL		33131
(Address of principal executive offices)		(Zip Code)

(786) 808-5776

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		RENX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 14, 2026 the issuer had a total of 2,613,877 shares of common stock, $0.001 par value per share, outstanding.

RENX ENTERPRISES CORP. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

		Page Number
PART I. FINANCIAL INFORMATION		1
ITEM 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements	5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Result of Operations	34
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	42
ITEM 4.	Controls and Procedures	42
PART II. OTHER INFORMATION		43
ITEM 1.	Legal Proceedings	43
ITEM 1A.	Risk Factors	43
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
ITEM 3.	Defaults Upon Senior Securities	46
ITEM 4.	Mine Safety Disclosures	46
ITEM 5.	Other Information	46
ITEM 6.	Exhibits	47
SIGNATURES		50

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

RENX ENTERPRISES CORP. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2026			2025
	(Unaudited)
Assets
Current Assets
Cash	$	511,741		$	54,066
Prepaid assets and other current assets		325,038			638,166
Inventory		954,039			1,078,610
Accounts receivable, net		1,402,274			799,068
Current Assets		3,193,092			2,569,910

Land		2,393,785			2,393,785
Property and equipment, net		11,676,520			11,802,248
Project development costs and other non-current assets		91,289			91,289
Equity-based investments		849,740			828,440
Intangible assets, net		11,009,379			11,260,365
Right of use assets		275,795			290,092
Goodwill		6,240,432			6,240,432
Total Assets	$	35,730,032		$	35,476,561

Liabilities and Stockholder’s Equity
Current Liabilities
Accounts payable and accrued expenses	$	6,000,810		$	5,530,211
Due to affiliates		2,047,378			2,094,833
Short-term notes payable, net		16,130,860			6,956,259
Notes payable - related party, current		5,562,266			5,562,266
Operating lease liabilities, current		62,200			60,446
Finance lease liabilities, current		185,491			183,359
Derivative liability		6,199			1,218,258
Total Current Liabilities		29,995,204			21,605,632

Long-term notes payable, net		3,330,561			8,243,678
Operating lease liabilities		233,737			250,119
Finance lease liabilities		934,802			982,887
Total Liabilities		34,494,304			31,082,316

Stockholder’s Equity:
Preferred Series A stock, $0.001 par value, 5,000,000 shares authorized, 390,702 issued and outstanding as of March 31, 2026, 938,847 issued and outstanding as of December 31, 2025		391			939
Preferred Series B stock, $0.001 par value, 360,000 shares authorized, 550 issued and outstanding as of March 31, 2026, 327,811 issued and outstanding as of December 31, 2025		1			326
Common stock, $0.001 par value, 100,000,000 shares authorized, 2,508,226 issued and 2,500,043 outstanding as of March 31, 2026 and, 946,742 issued and 938,559 outstanding as of December 31, 2025		2,509			947
Additional paid-in capital		42,973,797			36,565,513
Treasury stock, at cost – 8,183 and 8,183 shares at March 31, 2026 and December 31, 2025, respectively		-			-
Accumulated deficit		(41,740,970	)		(32,173,480	)
Total Stockholder’s Equity		1,235,728			4,394,245
Total Liabilities and Stockholder’s Equity	$	35,730,032		$	35,476,561

The accompanying notes are an integral part of these condensed financial statements.

RenX Enterprises Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

	For the Three Months Ended March 31,
	2026			2025
	(Unaudited)			(Unaudited)
Revenue:
Sales	$	3,958,124		$	18,170
Total		3,958,124			18,170

Cost of Revenue:
Cost of revenue		2,625,668			11,800
Total		2,625,668			11,800

Gross Profit:		1,332,456			6,370

Operating expenses:
Payroll and related expenses		1,053,960			451,451
General and administrative expenses		1,421,421			564,506
Professional and consulting fees		1,086,275			170,614
Marketing and business development expense		539,727			83,661
Total		4,101,383			1,270,232
Operating loss		(2,768,927	)		(1,263,862	)

Other income (expense):
Interest expense		(1,331,744	)		(954,648	)
Change in fair value of derivative liability		(1,268,162	)		-
Loss on settlement of derivative liability		(3,881,922	)		-
Loss on sale of equipment		(80,289	)		-
Interest income		-			23,688
Other income		2,043			14,829
Total		(6,560,074	)		(916,131	)

Net loss	$	(9,329,001	)	$	(2,179,993	)

Net loss per share
Basic and diluted	$	(4.87	)	$	(21.68	)

Weighted average shares outstanding:
Basic and diluted		1,913,934			100,557

The accompanying notes are an integral part of these condensed financial statements.

RenX Enterprises Corp. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholder’s Equity (Unaudited)

	$0.001 Par Value Common Stock				Preferred Stock (Series A)				Preferred Stock (Series B)				Additional Paid-in			Accumulated			Non- controlling			Total Stockholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Equity

Balance at January 1, 2025		74,344	$	74		-	$	-		-	$	-	$	16,660,564		$	(16,039,022	)	$	231,562		$	853,178
Conversion of notes payable and accrued interest		29,563		30		-		-		-		-		1,099,970			-			-			1,100,000
Exercise of prefunded warrant		4,167		4						-		-		(4	)		-			-			-
Issuance of stock for debt issuance		4,700		5		-		-		-		-		114,581			-			-			114,586
Forgiveness of related party debt		-		-		-								391,524			-			-			391,524
Stock-based compensation		-		-		-		-		-		-		88,500			-			-			88,500
Deconsolidation of Sugar Phase		-		-		-		-		-		-		-			-			(66,667	)		(66,667	)
Net loss		-		-		-		-		-		-		-			(2,179,993	)		-			(2,179,993	)
Balance at March 31, 2025		112,774	$	113		-	$	-		-	$	-	$	18,355,135		$	(18,219,015	)	$	164,895		$	301,128

	$0.001 Par Value Common Stock				Preferred Stock (Series A)						Preferred Stock (Series B)						Additional Paid-in			Accumulated			Total Stockholder’s
	*Shares*		*Amount*		*Shares*			Amount			Shares			Amount			Capital			*Deficit*			Equity

Balance at January 1, 2026		946,742	$	947		938,847		$	939			327,811		$	326		$	36,565,513		$	(32,173,480	)	$	4,394,245
Issuance of stock for warrant exercise		135,107		135		-			-			-			-			(135	)		-			-
Conversion of Series B preferred stock to common stock		1,202,577		1,203		-			-			(327,261	)		(325	)		3,592,076			-			3,592,954
Series B preferred stock accrued dividends		-		-		-			-			-			-			238,489			(238,489	)		-
Issuance of stock for services		42,500		43		-						-			-			119,565			-			119,608
Conversion of Series A preferred stock to common stock		181,300		181		(548,145	)		(548	)		-			-			367			-			-
Forgiveness of related party debt		-				-			-			-			-			490,000			-			490,000
Issuance of warrants for debt issuance		-		-		-			-			-			-			1,967,922			-			1,967,922
Net loss		-				-			-			-			-						(9,329,001	)		(9,329,001	)
Balance at March 31, 2026		2,508,226	$	2,509		390,702		$	391			550		$	1		$	42,973,797		$	(41,740,970	)	$	1,235,728

The accompanying notes are an integral part of these condensed financial statements.

RenX Enterprises Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(9,329,001	)	$	(2,179,993	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		1,268,162			-
Loss on settlement of derivative liability		3,881,922			-
Depreciation		553,814			365
Amortization		250,986			26,115
Amortization of debt issuance costs		410,540			575,380
Stock based compensation					88,500
Amortization of right of use asset		14,297			-
Loss on sale of equipment		80,289			-
Common stock for services		119,608			-
Changes in operating assets and liabilities:
Accounts receivable		(603,206	)		-
Inventory		124,571			-
Prepaid assets and other current assets		313,128			423,141
Accounts payable and accrued expenses		960,598			514,618
Due to affiliates		(47,455	)		-
Operating lease liabilities		(14,628	)		-
Net cash used in operating activities		(2,016,375	)		(551,874	)

Cash flows from investing activities:
Additions to intangible assets		-			(10,000	)
Proceeds from sale of property and equipment		25,000			-
Purchase of property and equipment		(533,375	)		-
Additions to equity based investments		(21,300	)		-
Net cash used in investing activities		(529,675	)		(10,000	)

Cash flows from financing activities:
Debt issuance costs		(728,009	)		(232,783	)
Proceeds from notes payable		8,193,226			1,094,400
Principal payments on debt		(1,646,350	)		(578,405	)
Payments on finance leases		(45,953	)		-
Cash payment of derivative liability		(2,769,189	)		-
Net cash provided by financing activities		3,003,725			283,212

Net change in cash		457,675			(278,662	)

Cash – beginning of period		54,066			296,202

Cash – end of period	$	511,741			17,540
Supplemental disclosure of non-cash operating activities:

Forgiveness of related party accounts payable and accrued expenses	$	490,000		$	-
Issuance of stock for derivative liability settlement	$	3,592,954		$
Issuance of stock for warrant exercise	$	135		$	-
Conversion of Series A preferred stock to common stock	$	181		$	-
Note receivable from sale of equity investment	$	-		$	4,500,000
Deferred gain on sale from sale of equity investment	$	-			1,475,000
Forgiveness of due from affiliate	$	-		$	391,524
Issuance of stock and warrants for debt issuance	$	1,967,922		$	114,586
Conversion of notes payable	$	-		$	1,100,000
Pre-funded warrants	$	-		$	83

The accompanying notes are an integral part of these condensed financial statements.

RenX Enterprises Corp.
Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

1.	Description of Business

RenX Enterprises Corp. (the “Company or RenX”) is a Delaware corporation, originally formed in 2021 under the name SGB Development Corp., to engage in real property development using purpose-built, prefabricated modules constructed from both wood and steel. From its inception through 2023, the Company’s operations primarily focused on the acquisition, entitlement, and development of residential properties in high-growth markets across the United States. These efforts included the direct acquisition of land, strategic investments in real estate entities, and joint venture partnerships targeting green, single-family and multifamily housing projects.

In 2023 and early 2024, the Company expanded its strategy by investing in real estate-related artificial intelligence (“AI”) technologies and entering into additional joint ventures in the Southern Texas market aimed at developing sustainable single-family housing. Due to the Company’s shift in its focus as described below, the Company is no longer pursuing real estate AI related activities. The Company also announced plans to monetize its real estate holdings by selling properties where third-party appraisals indicated meaningful value appreciation, with proceeds to be reinvested in its current operations.

In June 2025, the Company completed its acquisition of Resource Group US Holdings LLC (“Resource Group”), which marked a significant strategic shift in its core business. Resource Group, through its subsidiaries, is a vertically integrated, full-service operator in the engineered soils and organic recycling industry. Its operations center on the transformation of targeted organic green waste materials into environmentally friendly soil and mulch products. Through its subsidiary, Zimmer Equipment Inc. (“ZEI”), the Company provides comprehensive waste logistics and collection services for its own products as well as for products of third parties through ZEI’s owned fleet of high-capacity transportation equipment and third-party contractors engaged by ZEI. ZEI offers year-round collection and disposal services through high-capacity grapple trucks, open-top walking floor trailers, and variable-sized containers serving green waste generators, landscaping companies, golf courses, communities, and municipalities. Resource Group works with ZEI to streamline operations by internalizing certain transportation services, reducing over-the-road mileage, lowering disposal costs, and maximizing efficiency.

Going Concern

The Company began operations during 2021 and has incurred net losses since inception and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. As of March 31, 2026, the Company has an accumulated deficit of $41,740,970, and negative working capital of $26,802,112. The Company has funded its operations through bridge note financing, project level financing, and the issuance of its equity and debt securities. The above conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has initiated strategic monetization of properties, which may yield additional financing proceeds to fund operations, however there is no assurance that the Company will be successful in achieving its objectives.

Reverse Stock Split

On October 8, 2024, the Company effected a 1-for-20 reverse stock split of its then-outstanding common stock (“Stock Split”).

On March 26, 2026, the Company effected a second 1-for-20 reverse stock split of its then-outstanding common stock (“March Stock Split”).

All share and per share amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the Stock Split and March Stock Split as if they had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods presented in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 have been adjusted to reflect the reverse stock split effected in October 2024 and March 2026.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

2.	Summary of Significant Accounting Policies

Basis of presentation and principles of consolidation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited condensed consolidated financial statements and notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on April 1, 2026. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, LV Peninsula Holding, LLC (“LV Holding”), MyVonia Innovations LLC (“MyVonia LLC”), Resource Group, Resource Group US LLC (“Resource”), Zimmer Equipment Inc. (“ZEI”) and ETS Realty 1, LLC (“ETS”), as well as Sugar Phase I LLC (“Sugar Phase”) and Pulga Internacional LLC (“Pulga”) (until the time of deconsolidation).

Recently adopted accounting pronouncements — New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate.

Accounting estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition — The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps in accordance with its revenue policy:

(1)

Identify the contract with a customer

(2)

Identify the performance obligations in the contract

(3)

Determine the transaction price

(4)

Allocate the transaction price to performance obligations in the contract

(5)

Recognize revenue as performance obligations are satisfied

The revenue the Company has generated resulted primarily from the sale of materials (compost, engineered soils, and mulch) as well as the collection and disposal services of waste, which at times, is produced into saleable materials. Such revenue is recognized at the point in time when control of the product transfers to the customer, which typically occurs upon delivery or customer pickup at the Company’s facility. For revenue from commissions related to residential real estate purchased and sales transactions, the Company applies recognition of revenue when the customer obtains control over such service, which is at a point in time.

Revenue from the sale of materials amounted to $3,958,124 and $0 for the three months ended March 31, 2026 and 2025, respectively. Revenue from commissions amounted to $0 and $18,170 for the three months ended March 31, 2026 and 2025 respectively.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

2.	Summary of Significant Accounting Policies (cont.)

Accounts receivable and allowance for credit losses — Accounts receivable are receivables generated from sales to customers. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes accounts receivable at invoiced amounts.

The Company adopted ASC 326, Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model. The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions.

The allowance for credit losses reflects the Company’s best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from the Company’s estimates and could be material to its consolidated financial position, results of operations, and cash flows. As of March 31, 2026 and December 31, 2025, the Company’s allowance for credit losses amounted to $145,965 and $160,075, respectively.

Inventory — Inventory consists of dirt, sand, mulch and compost. The Company’s inventory is valued at the lower of cost (first-in, first-out method) or net realizable value, and consists of all finished goods. As of March 31, 2026 and December 31, 2025 there was inventory of $954,039 and $1,078,610, respectively.

Variable Interest Entities — The Company accounts for certain legal entities as variable interest entities (“VIE”). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

2.	Summary of Significant Accounting Policies (cont.)

Investment Entities — The Company obtained a 50% membership interest in Norman Berry II Owner LLC (“Norman Berry”). The purpose of the investment in Norman Berry is to develop and provide affordable housing in the Atlanta, Georgia metropolitan area. The Company has determined it is not the primary beneficiary of Norman Berry and thus will not consolidate the activities in its financial statements. The Company will use the equity method to report the activities as an investment in its condensed consolidated financial statements. As of March 31, 2026 the Company continued to hold a 50% interest in Norman Berry. During the three months ended March 31, 2026, the Company contributed an additional $21,300 for its investment. The Norman Berry partnership recently obtained final city council and entitlement approval for the project. The next step involves completing the consolidation of the various lots into a single parcel, and the Company’s development team and surveyors are preparing the required documentation and submittals for city review and approval. Survey documents reflecting the approved M-I zoning designation are expected to be submitted to the city’s Planning Department for administrative review to obtain final parcel-map approval.

During the three months ended March 31, 2026 and 2025, Norman Berry did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of March 31, 2026 and December 31, 2025.

Cash and cash equivalents — The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition. The Company has minimal cash and cash equivalents on hand as of March 31, 2026 and December 31, 2025.

Property, plant and equipment — Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Repairs and maintenance are charged to expense when incurred. Included in property, plant and equipment, are recoverable reserves acquired in connection with the Resource acquisition described below. Such reserves represent the approximately 9 million tons of entitled sand reserves on the land obtained in connection with the Resource acquisition as well. The estimated amount was based on third-party engineering and appraisal reports. Cost depletion on these depletable reserves is based upon units-of-production.

Intangible assets — Intangible assets consist of $22,210 of website costs that will be amortized over 5 years, $5,458,400 of trade name that will be amortized over 15 years, and $6,368,100 of a license agreement that will be amortized over 10 years which is the life of the license.

Project Development Costs — Project development costs are stated at cost. At March 31, 2026 and December 31, 2025, the Company’s project development costs are expenses incurred related to development costs on various projects that are capitalized during the period the project is under development.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

2.	Summary of Significant Accounting Policies (cont.)

Fair value measurements — Financial instruments, including accounts payable and accrued expenses are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The short-term note payable is carried at cost which approximates fair value due to corresponding market rates. Financial instruments, such as derivative liabilities are measured at fair value at each reporting date (see Note 6 for additional information).

Derivative liability — The Company evaluates all features contained in financing agreements to determine if there are any embedded derivatives that require separate accounting from the underlying agreement under ASC 815 – Derivatives and Hedging. An embedded derivative that requires separation is accounted for as a separate liability or asset from the host agreement. The separated embedded derivative is accounted for at fair market value, with changes in fair value recognized in the statements of operations within the other financing costs line item. The Company determined that certain features under the October Private Placement (See Note 10 — Stockholders’ Equity) qualified as an embedded derivative. The derivative was accounted for separately from the underlying Series B Preferred Stock and is accounted for at fair value.

Warrants — The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its condensed consolidated balance sheets. In order for a warrant to be classified in stockholders’ equity, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ equity classification, it is carried on the condensed consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the condensed consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ equity in the condensed consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.

Income taxes — The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

2.	Summary of Significant Accounting Policies (cont.)

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental expenditures, modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements. The Company is currently assessing the impact of the OBBBA and an estimate of the impact on the Company’s condensed consolidated financial statements is not yet available.

Business Combinations — The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s consolidated statements of operations. Costs that the Company incurs to complete the business combination are charged to general and administrative expenses as they are incurred.

For acquisitions of assets that do not constitute a business, any assets and liabilities acquired are recognized at their cost based upon their relative fair value of all asset and liabilities acquired.

Recently Accounting Pronouncements - In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period, an entity discloses more information about the components of certain expense captions that is currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its financial statements.

3	Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At March 31, 2026 and December 31, 2025 the Company’s property and equipment, net consisted of the following:

	2026			2025			Estimated Life
Computer equipment and software	$	7,293		$	7,293		5 years
Equipment		7,120,173			6,835,836		5-10 years
Reserves		3,636,379			3,636,379		*
Furniture and fixtures		1,567,871			1,529,412		4-7 years
Land improvements		321,922			321,922		7-20 years
Vehicles and trailer		5,824,464			5,824,464		5 years
Less: accumulated depreciation		(6,801,582	)		(6,353,058	)
Property, plant and equipment, net	$	11,676,520		$	11,802,248

*	Based upon units-of-production

Included in property and equipment is $2,110,471 and $2,110,471 of finance lease right of use assets as of March 31, 2026 and December 31, 2025, respectively.

Depreciation expense for the three months ended March 31, 2026 and 2025 amounted to $553,814 and $365, respectively, of which $54,033 and $0 related to finance leases.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

4.	Intangible Assets

At March 31, 2026 and December 31, 2025 the Company’s intangible assets consisted of the following:

	2026			2025
Website costs	$	22,210		$	22,210
Trade name		5,458,400			5,458,400
License agreement		6,368,100			6,368,100
Less: accumulated amortization		(839,331	)		(588,345	)
	$	11,009,379		$	11,260,365

Amortization expense for the three months ended March 31, 2026 and 2025 amounted to $250,986 and $26,115, respectively.

The following table represents the total estimated amortization of intangible assets for the succeeding years:

	Estimated
	amortization
For the year ending December 31:	expense
2026 (remaining)	$	752,959
2027		1,003,945
2028		1,003,945
2029		999,503
2030 and thereafter		7,249,027
	$	11,009,379

5.	Equity-based investments

As of March 31, 2026, the Company’s investment in Norman Berry amounted to $849,740. As of December 31, 2025, the Company’s investment in Norman Berry amounted to $828,440. The financial position of the Company’s equity-based investments are summarized below as of March 31, 2026 and December 31, 2025:

Balance sheet information:	2026		2025
	(Unaudited)		(Unaudited)
Total assets	$	1,000,000	$	1,000,000
Total liabilities	$	-	$	-
Members’ equity	$	1,000,000	$	1,000,000

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

6.	Fair Value Measurements

The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The Company uses three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities.

Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There have been no changes in Level 1, Level 2, and Level 3 and no changes in valuation. The fair value of the Company’s derivative liability was determined using significant unobservable measures and therefore classified as Level 3 . The Company does not have any financial instruments in the Level 1 or Level 2 category.

	Fair value measured as of March 31 2026
	Total at March 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2026		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Derivative liability	$	6,199	$	-	$	-	$	6,199

	Fair value measured as of December 31 2025
	Total at December 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2025		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Derivative liability	$	1,218,258	$	-	$	-	$	1,218,258

The table below shows the inputs used to determine the fair value of the derivative liability:

	March 31, 2026			December 31, 2025
Risk-free interest rate		3.68	%		3.68	%
Market discount rate		0-30	%		30	%
Term		4.54 years			4.79 years
Expected volatility		140	%		140	%

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

6.	Fair Value Measurements (cont.)

The following table sets forth a summary of the change in the fair value of the derivative liability that are measured at fair value on a recurring basis for the three months ended March 31, 2026

Balance, as of December 31, 2025	$	1,218,258
Payments made *		(6,362,143	)
Change in fair value		1,268,162
Loss on settlement		3,881,922
Balance, as of March 31, 2026	$	6,199

*	During the three months ended March 31, 2026, $2,769,189 was paid in cash and 16,130,615 (806,531 as adjusted for the March Stock Split) was paid in shares with a value of $3,592,954.

7.	Notes Payable and Notes Payable – Related Party

The following outlines the Company’s Notes Payable and Notes Payable – Related Party. Any related party notes payable is noted as such.

LV Note

On April 3, 2024, LV Holding, entered into a Modification and Extension Agreement, effective as of April 1, 2024 (the “Extension Agreement”), to extend to April 1, 2025 the maturity date of a promissory note in the amount of $5,000,000 (the “LV Note”). As consideration for the Extension Agreement, LV Holding agreed to pay an extension fee of $50,000. Additionally, the Extension Agreement provided for the LV Note’s interest rate to be increased to a fixed rate of 17.00%. In addition, pursuant to a loan agreement dated April 3, 2024 (the “2nd Lien Loan Agreement”), LV Holding issued a promissory note, in the principal amount of $1,000,000 (the “2nd Lien Note”), secured by a revised Deed of Trust and Security Agreement, dated April 3, 2024 (the “Revised Deed of Trust”) on the Company’s Lago Vista site, and a Modification to Real Estate Mortgage, dated April 3, 2024 (“Mortgage Modification”), to the mortgage, dated March 30, 2023, on the Company’s McLean site in Durant, Oklahoma. The 2nd Lien Note is subordinate to the LV Note. The 2nd Lien Note required monthly installments of interest only at a fixed rate of 17.00%, had a maturity date of April 1, 2025 and could be prepaid by LV Holding at any time without interest or penalty. LV Holding’s obligations under the 2nd Lien Note were guaranteed by the Company pursuant to a Guaranty, dated April 3, 2024.

During 2025, the Company entered into the Restructuring Agreement and Loan Modification Agreement. In accordance with the Loan Modification Agreement, the new maturity date of the remaining $2,000,000 principal balance is December 1, 2028, with an interest rate of 13.5% per annum.

BCV

On November 10, 2025, the Company entered into a new Loan Agreement (the “New BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV Renew Earth (“BCV Renew Earth”), for up to $5,000,000 in proceeds, under which it initially received $2,000,000. The Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on May 10, 2027. The New BCV Loan Agreement is secured primarily by the Company’s property in Durant, Oklahoma and its 50% membership interest in Norman Berry II Owners, LLC as alternative collateral. and only used if the note is in default. As of March 31, 2026 the principal balance is $3,020,000.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

7.	Notes Payable and Notes Payable – Related Party (cont.)

1800 Diagonal

On April 29, 2025, the Company issued a promissory note (the “Fifth 1800 Diagonal Note”) in favor of 1800 Diagonal Lending LLC (“1800 Diagonal”) in the principal amount of $128,000 for a purchase price of $107,000, representing an original issue discount of $21,000. Under the terms of the Fifth 1800 Diagonal Note, beginning on November 30, 2025, the Company is required to make payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $18,457, with $73,830 being due during October 2025. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. In connection with the Fifth 1800 Diagonal Note, the Company incurred $7,000 in debt issuance costs. As of March 31, 2026, there was no outstanding principal balance.

On May 12, 2025, the Company issued a promissory note (the “Sixth 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $66,700 for a purchase price of $58,000, representing an original issue discount of $8,700. Under the terms of the Sixth 1800 Diagonal Note, beginning on December 15, 2025, the Company is required to make payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $9,588, with $38,352 being due during November 2025. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. In connection with the Sixth 1800 Diagonal Note, the Company incurred $8,000 in debt issuance costs. As of March 31, 2026, there was no outstanding principal balance.

On June 3, 2025, the Company issued a promissory note (the “Seventh 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $124,200 for a purchase price of $108,000, representing an original issue discount of $16,200. Under the terms of the Seventh 1800 Diagonal Note, beginning on June 30, 2025, the Company is required to make payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $13,911. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. In connection with the Seventh 1800 Diagonal Note, the Company incurred $8,000 in debt issuance costs. As of March 31, 2026, there was no outstanding principal balance.

On August 11, 2025, the Company issued a promissory note (the “Eighth 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $239,200 for a purchase price of $208,000, representing an original issue discount of $31,200. Under the terms of the Eighth 1800 Diagonal Note, beginning on March 15, 2026, the Company is required to make payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $33,488, with $133,952 being due during February 2026 The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. In connection with the Eighth 1800 Diagonal Note, the Company incurred $8,000 in debt issuance costs. As of March 31, 2026, the principal balance amounted to $80,989.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

7.	Notes Payable and Notes Payable – Related Party (cont.)

On December 15, 2025, the Company issued a promissory note (the “Tenth 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $154,400 for a purchase price of $132,000, representing an original issue discount of $22,400. Under the terms of the Tenth 1800 Diagonal Note, beginning on January 15, 2026, the Company is required to make payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $26,171. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. In connection with the Tenth 1800 Diagonal Note, the Company incurred $7,000 in debt issuance costs. As of March 31, 2026 the principal balance amounted to $82,578.

Cedar

On March 13, 2025, the Company entered into a Cash Advance Agreement (the “Fourth Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which the Company sold to Cedar $750,000 of its future receivables for a purchase price of $610,000 less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $49,900. Pursuant to the Fourth Cash Advance Agreement, Cedar is expected to withdraw $15,000 a week directly from the Company until the $750,000 due to Cedar is paid in full. In the event of a default (as defined in the Fourth Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Fourth Cash Advance Agreement. As of March 31, 2026, the principal balance amounted to $382,000.

Resource Group Note – Related Party

On June 2, 2025, the Company entered into an Amendment (the “Amendment”) to the Membership Interest Purchase Agreement, dated February 25, 2025, (the “Resource Group MIPA”) with Resource Group US Holdings LLC, a Florida limited liability company (“Resource Group”), and the members of Resource Group (the “Equityholders”). The Amendment altered the consideration to be paid by the Company to the Equityholders in connection with the purchase of 100% of the membership interests of Resource Group. Pursuant to the Amendment, the purchase price for the membership interests of Resource Group was amended to be comprised of (i) $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing, (ii) the issuance of shares of the Company’s restricted common stock (the “Closing Shares”) equal to 19.99% of the Company’s outstanding shares of common stock on the date the Resource Group MIPA was executed; and (iii) 1,500,000 shares of a newly designated series of non-voting Series A Convertible Preferred Stock (the “Series A Preferred Stock”) (which, subject to the approval of the Company’s stockholders a and The Nasdaq Stock Market(“Nasdaq”) not objecting to the conversion and the Company continuing to meet and being eligible to meet the Nasdaq continued listing requirements after conversion), would be convertible into 9,000,000 restricted shares of the Company’s common stock).

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

7.	Notes Payable and Notes Payable – Related Party (cont.)

The Amendment also provides that, subject to shareholder approval, that the Company will issue an aggregate of 41,182 additional shares of Company common stock (2,059 as adjusted for the March Stock Split) to the Equityholders upon the approval of such issuance by the Company’s stockholders at the Company’s stockholders’ meeting and provided that the Company continues to meet and is eligible to meet the Nasdaq continued listing requirements. As of March 31, 2026, the principal balance amounted to $480,000.

Boot Capital

On December 15, 2025, the Company issued a promissory note (the “Boot Capital Note”) in favor of Boot Capital LLC in the principal amount of $87,750 for a purchase price of $75,000, representing an original issue discount of $12,750. Under the terms of the Boot Capital Note, beginning on January 15, 2026, the Company is required to make four payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $14,874, thereafter the payments will decrease to $7,932.56 for five payments. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. As of March 31, 2026 the principal balance amounted to $46,932.

Sixth Borough Partners

On October 8, 2025, the Company issued a promissory note (the “Sixth Borough Note”) in favor of Sixth Borough Partners LLC in the principal amount of $250,000. The note bears no interest, and the principal amount is due and payable on the sixth month anniversary of the issuance date, or the date of a qualified financing event as defined in the note. As of March 31, 2026 the principal balance amounted to $250,000.

Peak One

On January 16, 2026, the Company entered into a Securities Purchase Agreement, dated January 16, 2026 (the “Peak One Agreement”) with an institutional investor (the “Peak Investor”), pursuant to which the Company received from the Peak Investor a debenture in the principal amount of $310,000 in a private placement offering. The Debenture was sold to the Peak Investor for a purchase price of $250,000, representing an original issue discount of eight percent (8%). The Company paid an additional $7,500 in fees related to the issuance of this debt. The Peak Debenture matures twelve months from its date of issuance and bears interest at a rate of 10% per annum payable on the maturity date. As of March 31, 2026, the Principal balance was fully paid off.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

7.	Notes Payable and Notes Payable – Related Party (cont.)

Private Placement Notes

On February 12, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”) for the issuance and sale in a private placement transaction (the “Private Placement”) of Senior Convertible Notes (“Notes”) in the principal amounts of $1,275,000, $3,825,000 and $942,985, respectively. The Notes bear interest at a rate of 12% per annum, will mature 13 months from the date of issuance and, without taking into account any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of 21,505,287 (1,075,264 as adjusted for the March Stock Split) shares of the Company’s common stock, par value $0.001‌ (the “Common Stock”), at a conversion price of $0.281 per share (the “Conversion Price”) ($5.62 as adjusted for the March Stock Split). In connection with the Private Placement, the Company also issued the Purchasers warrants (collectively, the “Warrants”) to purchase an aggregate of 38,751,991 (1,937,600 as adjusted for the March Stock Split) shares of Common Stock (which is equal to the face value of the Notes divided by the exercise price of the Warrants), of which (i) Warrants to purchase 21,505,287 (1,075,264 as adjusted for the March Stock Split) shares of Common Stock (the “First Warrants”) are exercisable immediately upon issuance and (ii) Warrants to purchase 17,246,704 (862,335 as adjusted for the March Stock Split) shares of Common Stock (the “Second Warrants) cannot be exercised by the Purchasers unless and until Stockholder Approval (as defined in the Purchase Agreement) is obtained. The First Warrants will have a term of six years from the date of issuance and will be exercisable at a price of $0.15594 per share ($3.1188 as adjusted for the March Stock Split) of common stock, and the Second Warrants will have a term of six years from the date that Stockholder Approval is obtained and will be exercisable at a price of $0.15594 per share ($3.1188 as adjusted for the March Stock Split) of common stock.

The Private Placement closed on February 17, 2026 (the “Closing Date”). The net proceeds to the Company from the Private Placement were approximately $5.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company and excluding any deductions for make whole payments made to certain of the investors. The Company intends to use the net proceeds from the Private Placement for working capital purposes.

The Notes mature 13 months from their date of issuance (subject to extension under certain circumstances), bear interest at a rate of 12% per annum, and are payable in ten monthly installments in an amount equal to 110% of (i) 1/10th of the principal of the Notes (ii) plus accrued interest, with the first installment due and payable on the earlier of 180 days from the Closing Date or 90 days following the date that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “SEC”). The Notes are unsecured and are senior to all other Indebtedness (as such term is defined in the Notes) of the Company and its subsidiaries, with each Note ranking pari passu with all other Notes.

The Notes are convertible, at the option of the holder, at any time after the date of issuance, into that number of shares of Common Stock equal to the principal amount of the Notes, plus all accrued and unpaid interest and late charges and any other unpaid amounts, at the Conversion Price of $0.281 per share ($5.62 as adjusted for the March Stock Split) , subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events. The holders of the Notes are prohibited from converting the Notes into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the option of the holder, 9.99%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such exercise.

The Notes are redeemable by the Company at any time, at the Company’s option, in whole or in part, at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any.

The Notes contain customary events of default. If an event of default occurs, from and after the occurrence, and during the continuance of, an such event of default, the interest rate of the Notes shall automatically increase to 18% per annum until such event of default is cured. Additionally, if an event of default occurs, the holders of outstanding Notes may, regardless of whether such event of default has been cured, require the Company to redeem all or any portion of the outstanding Notes at a price equal to the greater of (i) the product of (A) the value of the Notes to be redeemed multiplied by (B) 110% and (ii) the product of (X) the value of the Notes to be redeemed, divided by the Conversion Price (the “Conversion Rate”), multiplied by (Y) the product of (1) 110% multiplied by (2) the greatest closing sale price of the Common Stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment.

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

7.	Notes Payable and Notes Payable – Related Party (cont.)

As of March 31, 2026 and December 31, 2025, notes payable consisted of the following:

	2026		2025
LV Note	$	1,000,000	$	1,000,000
2^nd Lien Note		1,000,000		1,000,000
New BCV Loan Agreement		3,020,000		2,000,000
Fifth 1800 Diagonal Note		-		29,211
Sixth 1800 Diagonal Note		-		22,762
Seventh 1800 Diagonal Note		-		33,037
Eighth 1800 Diagonal Note		80,989		239,200
Tenth 1800 Diagonal Note		82,578		154,400
Cash Advance Agreement		382,000		427,000
Boot Capital Note		46,932		87,750
Sixth Borough Note		250,000		250,000
Anson East Master Fund LP		1,275,000		-
Anson Investment Master Fund LP		3,825,000		-
Alto Opportunity Master Fund, SPC		942,985		-
Member Note (related party) - $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing of the Resource Group acquisition closing		480,000		480,000
Gail Baird Foundation – Mortgage note payable with an original principal amount of $2,500,000 dated October 23, 2023 with a maturity date of April 21, 2025 and interest rate of 14% per annum plus an exit fee equal to 2% of outstanding principal at the time of payoff. Guaranteed by a former member of Resource Group, collateralized by land held by the Company and the entire principal balance due upon maturity. Despite the fact that the principal and accrued interest were not paid upon maturity, the lender has not declared the note in default and we continue to pay standard interest thereon		2,500,000		2,410,000
CCG Loan1 – Note payable with an original principal amount of $389,469 dated July 12, 2022 with a maturity date of April 12, 2026, interest rate of 10.89% per annum, secured by underlying equipment and monthly payments of principal and interest.		2,455		38,362
CCG Loan2 – Note payable with an original principal amount of $507,935 dated August 26, 2022 with a maturity date of May 26, 2026, interest rate of 11.18% per annum, secured by underlying equipment and monthly payments of principal and interest.		25,351		62,506
CCG Loan3 – Note payable with an original principal amount of $428,446 dated October 13, 2023 with a maturity date of August 13, 2027, interest rate of 12.4% per annum, secured by underlying equipment and monthly payments of principal and interest.		173,133		200,706
CCG Loan4 – Note payable with an original principal amount of $1,235,882 dated December 16, 2025 with a maturity date of December 16, 2029, interest rate of 12.50% per annum, secured by underlying equipment and monthly payments of principal and interest.		922,639		970,416

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

7.	Notes Payable and Notes Payable – Related Party (cont.)

CCG Loan5 – Note payable with an original principal amount of $860,995 dated December 16, 2025 with a maturity date of December 16, 2029, interest rate of 12.4% per annum, secured by underlying equipment and monthly payments of principal and interest.	633,206	665,995
John Deere Equipment – Note payable with an original principal amount of $91,778 dated March 4, 2022 with a maturity date of March 4, 2026, no interest and monthly principal payments.	-	3,824
Loeb – Note payable with an original principal amount of $3,196,215 dated September 7, 2023 with a maturity date of September 7, 2026, interest rate of 15.5% per annum during 2023 and 14.5% per annum during 2024, secured by underlying equipment and monthly payments of principal and interest with $1,796,979 due upon maturity. $2,601,704 of the proceeds were used to pay off the Garrington note as described above.	2,078,536	2,167,994
Index Loan 2 (related party) – Note payable dated November 8, 2022 due on demand and interest rate of 11.5% per annum	31,749	31,749
MCS (related party) – Note payable with an original principal amount of $5,050,517 dated January 31, 2023 with a maturity date of January 31, 2027, interest rate of 12.5% per annum, with the entire principal amount due upon maturity.	5,050,517	5,050,517
ZEI Seller Loan – Note payable with an original principal amount of $750,000 dated March 21, 2022 with a maturity date of April 30, 2025 and interest rate of 7% per annum and entire principal balance due upon maturity. The principal and accrued interest were not paid upon maturity. However, the lender has not declared the note in default and we continue to pay standard interest thereon	50,000	50,000
Moorback 6600 STA – Note payable with an original principal amount of $312,350 dated January 31, 2024 with a maturity date of February 28, 2029, interest rate of 12.89% per annum, secured by underlying equipment and monthly payments of principal and interest.	206,020	220,850
Blending Line STA – Note payable with an original principal amount of $94,605 dated February 1, 2024 with a maturity date of March 5, 2029, interest rate of 12.89% per annum, secured by underlying equipment and monthly payments of principal and interest.	62,398	66,890
911 Grapple Truck – Note payable with an original principal amount of $305,985 dated September 1, 2024 with a maturity date of August 30, 2029, interest rate of 7.74% per annum, secured by underlying equipment and monthly payments of principal and interest.	226,234	240,175
Ford T350 – Note payable with an original principal amount of $39,066 dated October 1, 2024 with a maturity date of September 30, 2029, interest rate of 9% per annum, secured by underlying equipment and monthly payments of principal and interest.	33,248	35,169
Allegiant Partners Incorporated - Note payable with an original principal amount of $425,800 dated October 17, 2025 with a maturity date of October 25, 2030, interest rate of 11.26% per annum, secured by underlying equipment and monthly payments of principal and interest.	398,709	415,115
John Deere Equipment 2 - Note payable with an original principal amount of $256,402 dated December 10, 2025 with a maturity date of November 10, 2029, interest rate of 0.0% per annum, secured by underlying equipment and monthly payments of principal and interest.	229,693	245,719

RenX Enterprises Corp.

Notes to Financial Statements

For the Three Months Ended March 31, 2026 and 2025

7.	Notes Payable and Notes Payable – Related Party (cont.)

John Deere Equipment 3 - Note payable with an original principal amount of $368,317 dated December 10, 2025 with a maturity date of November 10, 2029, interest rate of 0.0% per annum, secured by underlying equipment and monthly payments of principal and interest.		337,624			360,644
John Deere Equipment 4 - Note payable with an original principal amount of $306,239 dated December 19, 2025 with a maturity date of December 19, 2029, interest rate of 0.0% per annum, secured by underlying equipment and monthly payments of principal and interest.		287,099			306,239
John Deere Equipment 5 - Note payable with an original principal amount of $333,374 dated February 26, 2026 with a maturity date of February 26, 2031, interest rate of 2.5% per annum, secured by underlying equipment and monthly payments of principal and interest.		328,098
First Insurance Funding – Note payable with an original principal amount of $181,423 dated January 1, 2026 with a maturity date of November 1, 2026, interest rate of 8.2% per annum, secured by underlying equipment and monthly payments of principal and interest.		145,138
First Insurance Funding 2 – Note payable with an original principal amount of $101,329 dated February 25, 2026 with a maturity date of September 1, 2026, interest rate of 7.5% per annum, secured by underlying equipment and monthly payments of principal and interest.		88,662
MCA2-Unique Funding Solutions - Cash advance agreement dated May 6, 2025 with a maturity date of November 13, 2025 and weekly estimated payments of $22,192.		-			124,229
MCA3-CFG Merchant Solutions - Cash advance agreement dated June 20, 2025 with a maturity date of May 13, 2026 and weekly estimated payments of $17,443.		518,317			595,465
BMO Note payable – Note payable with an original principal amount of $861,485 dated August 22, 2022 with a maturity date of September 30, 2028, interest rate of 6.35% per annum, secured by underlying equipment and monthly payments of principal and interest.		396,857			433,512
Huntington Note Payable – Note payable with an original amount of $317,571 dated December 23, 2022 with a maturity date of December 31, 2028, interest rate of 7.29% per annum, secured by underlying equipment and monthly payments of principal and interest.		162,677			175,925
Xerox Copier Note Payable – Note payable with an original amount of $10,423 dated July 1, 2020 with a maturity date of September 30, 2025, interest rate of 4% per annum, secured by underlying equipment and monthly payments of principal and interest		1,626			1,626
PNC Equipment Finance – Note payable with an original amount of $158,429 dated December 27, 2022 with a maturity date of January 31, 2029, interest rate of 8% per annum, secured by underlying equipment and monthly payments of principal and interest.		84,244			90,805
SMFL Note Payable – Note payable with an original amount of $357,260 dated December 27, 2022 with a maturity date of January 31, 2029, no interest, secured by underlying equipment and monthly payments of principal and interest.		163,744			178,630
Verdant – Note payable with an original amount of $496,993 dated September 18, 2022 with a maturity date of October 16, 2027, interest rate of 6.67% per annum, secured by underlying equipment and monthly payments of principal and interest		98,134			132,909
MCA3-CFG Merchant Solutions - Cash advance agreement dated March 21, 2025 with a maturity date of January 21, 2026 and weekly estimated payments of $18,818.		127,600			256,807
MCA4 - Cedar Advance- Cash advance agreement dated June 16, 2025 with a maturity date of December 16, 2026 and weekly estimated payments of $6,000.		54,447			91,800
International HZ620 Loan - Note payable with an original principal amount of $173,370 dated July 29, 2025 with a maturity date of July 29, 2031, 7.71% interest and monthly principal payments.		157,811			163,715

Total		27,961,430			21,511,653
Less: debt discount and debt issuance costs		(2,937,743	)		(749,450	)
Total debt		25,023,687			20,762,203
Less: current maturities, net		(21,693,126	)		(12,518,525	)
Long-term debt, net	$	3,330,561		$	8,243,678

SEC Form 10-Q filed by RenX Enterprises Corp.