sgd-20251231

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

SCHEDULE 14A

___________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant		☒
Filed by a party other than the Registrant		☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to Section 240.14a-12

RENX ENTERPRISES CORP.
(Name of Registrant as Specified in Its Charter)

_______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY MATERIALS SUBJECT TO COMPLETION DATED MAY 5, 2026

RenX Enterprises Corp.
100 Biscayne Blvd., Suite 1201
Miami, Florida 33132

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2026

May [__], 2026

Dear Stockholders of RenX Enterprises Corp.:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of RenX Enterprises Corp., a Delaware corporation (the “Company”), to be held at the offices of Blank Rome LLP, located at 1271 Avenue of the Americas, 16th Floor, New York, New York 10020, on June 12, 2026, beginning at [____] [a.m./p.m.] local time. The purpose of the Annual Meeting and the matters to be acted on are stated below in this Notice of Annual Meeting of Stockholders (this “Notice”).

At the Annual Meeting, stockholders will vote on the following matters:

(1) To elect the two (2) nominees for Class III director named in the accompanying proxy statement to the Company’s Board of Directors (“Board”), each to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified (the “Election of Directors Proposal” or “Proposal 1”);

(2) To ratify the appointment of M&K CPAS PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal” or “Proposal 2”);

(3) To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to 862,335 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), upon the exercise of certain warrants (the “Additional February Warrants”) which were issued to investors in connection with our private placement offering that closed on February 17, 2026 (the “Additional February Warrant Exercise Proposal” or “Proposal 3”);

(4) To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to 26,779,029 shares of the Company’s Common Stock upon the conversion of senior convertible notes (collectively, the “April Notes”) in the aggregate principal amount of up to $13.0 million (assuming such April Notes accrue interest at 10% for 12 months and that the conversion price is reduced to the floor price), which April Notes have been, or may in the future be, issued to investors pursuant to a Securities Purchase Agreement dated April 30, 2026 (the “April Purchase Agreement”) (the “Initial April Note and Second April Note Conversion Proposal” or “Proposal 4”);

(5) To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to an additional 179,213,485 shares of the Company’s Common Stock upon the conversion of additional April Notes in the aggregate principal amount of up to $87.0 million (collectively, the “Additional April Notes”) (assuming such Additional April Notes accrue interest at 10% for 12 months and that the conversion price is reduced to the floor price), which Additional April Notes may in the future be issued to investors pursuant to the April Purchase Agreement (the “Additional April Note Conversion Proposal” or “Proposal 5”);

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(6) To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), in substantially the form attached to the accompanying proxy statement as Annex A, to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding Common Stock, at a ratio of 1-for-5 to 1-for-10 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement (the “Reverse Stock Split Proposal” or “Proposal 6”);

(7) To approve an amendment to the Company’s 2023 Incentive Compensation Plan (as amended to date, the “2023 Plan”), in substantially the form attached to the accompanying proxy statement as Annex B, to (i) increase the number of shares of Common Stock authorized for issuance under the 2023 Plan from 138,861 shares to 520,000 shares and (ii) increase the total number of shares of Common Stock with respect to which awards may be granted to any non-employee director in his or her capacity as a non-employee director in any single calendar year by 72,500 shares to 75,000 shares (the “2023 Plan Amendment Proposal” or “Proposal 7”);

(8) To approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Additional February Warrant Exercise Proposal, Initial April Note and Second April Note Conversion Proposal, Additional April Note Conversion Proposal, Reverse Stock Split Proposal and/or 2023 Plan Amendment Proposal (the “Adjournment Proposal” or “Proposal 8”); and

(9) To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of thereof.

The Board knows of no other business that will come before the Annual Meeting.

The matters listed in this Notice are described in detail in the accompanying proxy statement. The Board has fixed the close of business on April 13, 2026 as the record date (the “Record Date”) for determining those stockholders who are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Holders of outstanding shares of our Series A Convertible Preferred Stock and shares of our Series B Non-Voting Convertible Preferred Stock are not entitled to vote on any of the matters to be presented to our stockholders for approval at the Annual Meeting. Accordingly, only stockholders of record of shares of our Common Stock as of the close of business on the Record Date will be entitled to vote at the Meeting. A list of the stockholders of record of our Common Stock as of the Record Date will be made available for inspection at the Annual Meeting and, for the ten days preceding the Annual Meeting, at the Company’s offices located at 100 Biscayne Blvd., Suite 1201, Miami, Florida 33132 during ordinary business hours for any purpose germane to the Annual Meeting.

On March 26, 2026, the Company effected a 1-for-20 reverse stock split of our then-outstanding Common Stock (the “March Reverse Stock Split”). Except as specifically provided, all share and per share amounts and related option, RSU, convertible note and warrant information from prior to the effective date of the March Reverse Stock Split presented herein, has been retroactively adjusted to give effect to the March Reverse Stock Split. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2026.

The proxy materials together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), which is not a part of our proxy solicitation materials, are being mailed or made available to the stockholders of record on or about May [__], 2026. This Notice, the accompanying proxy statement and our 2025 Annual Report are available at [http://www.astproxyportal.com/ast/29297/].

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 2026 Annual MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY SUBMITTING YOUR PROXY VIA THE INTERNET OR TELEPHONE OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS YOU RECEIVE IN THE MAIL. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM

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AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU BY CONTACTING THE CORPORATE SECRETARY, RENX ENTERPRISES CORP., 100 BISCAYNE BLVD., SUITE 1201, MIAMI, FLORIDA 33132, OR BY PHONE AT (904) 496-0027.

On behalf of the Board and the employees of RenX Enterprises Corp., we thank you for your continued support and look forward to speaking with you at the Annual Meeting.

		By order of the Board of Directors,

		David Villarreal
		Chief Executive Officer and Director

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		Page
GENERAL INFORMATION		1
ANNUAL MEETING ADMISSION		3
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING		4
PROPOSAL 1 ELECTION OF DIRECTORS PROPOSAL		10
INFORMATION REGARDING OUR CONTINUING DIRECTORS		12
DIRECTOR NOMINATION PROCESS		15
CORPORATE GOVERNANCE		17
DIRECTOR COMPENSATION		23
PROPOSAL 2 AUDITOR RATIFICATION PROPOSAL		24
AUDIT COMMITTEE REPORT		25
THE 2026 PRIVATE PLACEMENT TRANSACTIONS		26
PROPOSAL 3 ADDITIONAL FEBRUARY WARRANT EXERCISE PROPOSAL		34
PROPOSAL 4 INITIAL APRIL NOTE AND SECOND APRIL NOTE CONVERSION PROPOSAL		36
PROPOSAL 5 ADDITIONAL APRIL NOTE CONVERSION PROPOSAL		39
PROPOSAL 6 THE REVERSE STOCK SPLIT PROPOSAL		42
PROPOSAL 7 APPROVAL OF THE 2023 PLAN AMENDMENT PROPOSAL		53
PROPOSAL 8 APPROVAL OF THE ADJOURNMENT PROPOSAL		61
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS		62
EXECUTIVE COMPENSATION		63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		69
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS		70
2025 ANNUAL REPORT		74
HOUSEHOLDING		75
STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING		76
OTHER MATTERS		77
ANNEX A		A-1
ANNEX B		B-1

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PRELIMINARY PROXY MATERIALS SUBJECT TO COMPLETION DATED MAY 5, 2026

RenX Enterprises Corp.
100 Biscayne Blvd., Suite 1201
Miami, Florida 33132

PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MEETING OF STOCKHOLDERS TO BE HELD ON june 12, 2026

GENERAL INFORMATION

We are providing these proxy materials to holders of shares of common stock, $0.001 par value per share (“Common Stock”), of RenX Enterprises Corp, a Delaware corporation (referred to herein as “RenX,” the “Company,” “we,” or “us”), in connection with the solicitation by the Company’s Board of Directors (the “Board” or “Board of Directors”) of proxies to be voted at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the offices of Blank Rome LLP, located at 1271 Avenue of the Americas, 16th Floor, New York, New York 10020, beginning at [____] [a.m./p.m.] local time on June 12, 2026, and at any adjournment or postponement thereof. The proxy materials, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), which is not a part of our proxy solicitation materials, are being mailed or made available to the stockholders of record entitled to vote at the Meeting on or about May [__], 2026.

The purpose of the Annual Meeting and the matters to be acted on are summarized below. The Board of Directors knows of no other business that will come before the Annual Meeting.

Agenda Item	Board Vote Recommendation	Page Reference
To elect the two (2) nominees for Class III director named in this proxy statement to the Board, each to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified (the “Election of Directors Proposal” or “Proposal 1”).	“FOR” each of the two (2) nominees for Class III director	10
To ratify the appointment of M&K CPAS PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal” or “Proposal 2”).	“FOR”	24
To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to 862,335 shares of the Company’s Common Stock upon the exercise of certain warrants (the “Additional February Warrants”) which were issued to investors in connection with our private placement offering that closed on February 17, 2026 (the “Additional February Warrant Exercise Proposal” or “Proposal 3”).	“FOR”	34

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Agenda Item	Board Vote Recommendation	Page Reference
To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to 26,779,029 shares of the Company’s Common Stock upon the conversion of senior convertible notes (collectively, the “April Notes”) in the aggregate principal amount of up to $13.0 million (assuming such April Notes accrue interest at 10% for 12 months and that the conversion price is reduced to the floor price), which April Notes have been, or may in the future be, issued to investors pursuant to a Securities Purchase Agreement dated April 30, 2026 (the “April Purchase Agreement”) (the “Initial April Note and Second April Note Conversion Proposal” or “Proposal 4”).	“FOR”	36
To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to an additional 179,213,485 shares of the Company’s Common Stock upon the conversion of additional April Notes in the aggregate principal amount of up to $87.0 million (collectively, the “Additional April Notes”) (assuming such Additional April Notes accrue interest at 10% for 12 months and that the conversion price is reduced to the floor price), which Additional April Notes may in the future be issued to investors pursuant to the April Purchase Agreement (the “Additional April Note Conversion Proposal” or “Proposal 5”).	“FOR”	39
To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), in substantially the form attached to this proxy statement as Annex A, to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding Common Stock, at a ratio of 1-for-5 to 1-for-10 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement (the “Reverse Stock Split Proposal” or “Proposal 6”).	“FOR”	42
To approve an amendment to the Company’s 2023 Incentive Compensation Plan (as amended to date, the “2023 Plan”), in substantially the form attached to the accompanying proxy statement as Annex B, to (i) increase the number of shares of Common Stock authorized for issuance under the 2023 Plan from 138,861 shares to 520,000 shares and (ii) increase the total number of shares of Common Stock with respect to which awards may be granted to any non-employee director in his or her capacity as a non-employee director in any single calendar year by 72,500 shares to 75,000 shares (the “2023 Plan Amendment Proposal” or “Proposal 7”).	“FOR”	53
To approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Additional February Warrant Exercise Proposal, Initial April Note and Second April Note Conversion Proposal, Additional April Note Conversion Proposal, Reverse Stock Split Proposal and/or 2023 Plan Amendment Proposal (the “Adjournment Proposal” or “Proposal 8”).	“FOR”	61

The Board of Directors knows of no other business that will come before the Annual Meeting.

Even if you plan to attend the Annual Meeting, please vote in advance so that your vote will be counted if you later decide not to attend the Annual Meeting.

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ANNUAL MEETING ADMISSION

All holders of our Common Stock as of the closing of business on April 13, 2026 (the “Record Date”) are welcome to attend the Annual Meeting and to vote on the proposals presented at the Annual Meeting. If you attend, please note that you will be asked to present government-issued identification (such as a driver’s license or passport) and evidence of your share ownership of our Common Stock on the record date. This can be your proxy card if you are a stockholder of record. If your shares are held beneficially in the name of a bank, broker or other holder of record and you plan to attend the Annual Meeting, you will also be required to present proof of your ownership of our Common Stock on the Record Date, such as a bank or brokerage account statement or a letter from your broker or bank reflecting your ownership of our Common Stock as of the Record Date, to be admitted to the Annual Meeting.

No cameras, recording equipment or electronic devices will be permitted at the Annual Meeting.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

We are providing you with these proxy materials because the Board is soliciting your proxy to vote at the Annual Meeting to be held on June 12, 2026, beginning at [____] [a.m./p.m.] local time, at the offices of Blank Rome LLP, located at 1271 Avenue of the Americas, 16th Floor, New York, New York 10020, and at any postponement or adjournment thereof.

Q: What information is contained in the proxy statement?

A: The information included in this proxy statement relates to the proposals to be considered and voted on at the Annual Meeting, the voting process, the compensation of our directors and executive officers, and other required information.

Q: What items of business will be considered and voted on at the Annual Meeting?

A: The eight (8) items of business to be voted on at the Annual meeting are as follows:

(1) the Election of Directors Proposal (Proposal 1);

(2) the Auditor Ratification Proposal (Proposal 2);

(3) Additional February Warrant Exercise Proposal (Proposal 3);

(4) Initial April Note and Second April Note Conversion Proposal (Proposal 4);

(5) Additional April Note Conversion Proposal (Proposal 5);

(6) the approval of the Reverse Stock Split Proposal (Proposal 6);

(7) the 2023 Plan Amendment Proposal (Proposal 7); and

(8) the approval of the Adjournment Proposal (Proposal 8).

Q: How does the Board of Directors recommend that I vote?

A: The Board of Directors recommends that you vote (i) “FOR” each of the two (2) nominees named in this proxy statement for election to the Board as Class III directors; (ii) “FOR” the Auditor Ratification Proposal; (iii) “FOR” the Additional February Warrant Exercise Proposal; (iv) “FOR” the Initial April Note and Second April Note Conversion Proposal; (v) “FOR” the Additional April Note Conversion Proposal; (vi) “FOR” the Reverse Stock Split Proposal; (vii) “FOR” the 2023 Plan Amendment Proposal; and (viii) “FOR” the Adjournment Proposal. If you are a stockholder of record and you return a properly executed proxy card or vote by proxy over the Internet but do not mark the boxes showing how you wish to vote, your shares will be voted in accordance with the recommendations of the Board, as set forth above.

Q: Who is entitled to vote at the Annual Meeting?

A: Only holders of record of our Common Stock as of the close of business on April 13, 2026, the Record Date, are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. As of the Record Date, there were 2,499,293 shares of Common Stock outstanding and entitled to vote at the Meeting. Holders of our Common Stock are entitled to one vote for each share of Common Stock outstanding as of the Record Date.

Holders of outstanding shares of our Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), and shares of our Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), are not entitled to vote on any of the matters to be presented to our stockholders for approval at the Meeting.

Q. What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A. Most of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

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Stockholder of Record: Shares Registered in Your Name

If on April 13, 2026 your shares of Common Stock were registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, then you are considered a stockholder of record and this proxy statement is being sent directly to you by the Company. As the stockholder of record, you have the right to grant a proxy to someone to vote your shares or to vote in person at the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name (also called a “street name” holder), and the proxy statement is being forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account. However, since you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you bring with you a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker, bank or nominee. If you do not wish to vote in person or you will not be attending the Annual Meeting you may instruct your broker, bank or nominee to vote your shares pursuant to voting instructions you will receive from your broker, bank or nominee describing the available processes for voting your stock.

Q: What happens if I do not vote?

A: Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote in person or by proxy by completing your proxy card or submitting your proxy through the internet or by telephone, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other nominee how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (the “NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. If the broker or nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will not be able to vote your shares on such matter, often referred to as a broker non-vote.

Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. We believe that Proposals 1, 3, 4, 5 and 7 are non-routine matters and Proposals 2, 6 and 8 will be treated by the NYSE as routine matters. Accordingly, your broker may register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but not vote your shares on Proposals 1, 3, 4, 5 and 7 without your instructions (referred to as broker non-votes), but may vote your shares on Proposals 2, 6 and 8 even in the absence of your instruction. This belief is based on preliminary guidance from the NYSE and may be incorrect or change before the Annual Meeting.

Q: What is a quorum and why is it necessary?

A: Conducting business at the meeting requires a quorum. The holders of thirty-four percent (34%) of the outstanding shares of Common Stock of the Company entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Abstentions and proxies marked “withhold” for the election of directors are treated as present for purposes of determining whether a quorum exists. Broker non-votes (which result when your shares are held in “street name,” and you do not tell the nominee how to vote your shares and the nominee does not have discretion to vote such shares or declines to exercise discretion) are treated as present for purposes of determining whether a quorum is present at the meeting. If there is no quorum, the chairperson of the Annual Meeting or the holders of a majority of the shares represented at the meeting may adjourn the Annual Meeting to another time and place.

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Q: What shares can I vote?

A: You may vote or cause to be voted all shares of Common Stock owned by you as of the close of business on the Record Date. These shares include: (i) shares held directly in your name as a stockholder of record; and (ii) shares held for you, as the beneficial owner, through a broker or other nominee, such as a bank.

Q: How do I vote?

A: Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you can vote your shares in one of two ways: either by proxy or in person at the Annual Meeting. If you choose to have your shares voted by proxy, you may submit a proxy over the Internet, via telephone or by completing and returning by mail the proxy card you have received. Whichever method you use, each valid proxy received in time will be voted at the Annual Meeting in accordance with your instructions.

The procedures for voting are fairly simple:

• Submit a Proxy by Mail. If you choose to submit a proxy by mail, simply mark, date and sign your proxy card and return it in the postage-paid envelope provided.

• Submit a Proxy by Internet. If you choose to submit a proxy by internet, go to www.voteproxy.com to complete an electronic proxy card. Have your proxy card in hand when you access the website and follow the instructions. Your internet vote must be received by 11:59 p.m. Eastern Time on June 11, 2026 to be counted.

• Submit a Proxy by Telephone. If you choose to submit a proxy by telephone, dial 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries from any touch-tone telephone. Have your proxy card in hand when you call and follow the instructions. Your telephonic vote must be received by 11:59 p.m. Eastern Time on June 11, 2026 to be counted.

• Vote at the Annual Meeting. Submitting a proxy by mail, internet or telephonically will not limit your right to vote at the Annual Meeting if you decide to attend the Annual Meeting and vote in person.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received a voting instruction form with these proxy materials from that organization rather than from the Company. Follow the instructions from your broker, bank or other nominee included with these proxy materials. Internet and telephone voting may be available to beneficial owners. Please refer to the voting instruction form provided by your broker, bank or other nominee.

As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares held in your account. However, since you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you bring with you a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker, bank or other nominee.

Q: Can I change my vote or revoke my proxy?

A: You may change your vote or revoke your proxy at any time before the final vote at the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

To change how your shares are voted or to revoke your proxy, if you are the record holder, you may (i) deliver to our Corporate Secretary a notice of revocation in writing at RenX Enterprises Corp., 100 Biscayne Blvd., Suite 1201, Miami, Florida 33132; (ii) submit a later-dated proxy by mail, via internet or by telephone, subject to the voting deadlines that are described on the proxy card; or (iii) attend the Annual Meeting and cast your vote in person. Attendance at the Annual Meeting will not, by itself, change or revoke a proxy unless you specifically so request. The last vote received chronologically will supersede any prior votes.

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Beneficial Owner: Shares Registered in the Name of a Broker or Bank

For shares you hold beneficially, you may change your vote by following the instructions provided by your broker, bank or other nominee.

Q: What if I return a proxy card or otherwise submit a proxy but do not make specific choices?

A: If you provide specific instructions, your shares will be voted as you instruct. If you are a record holder and return a signed and dated proxy card or otherwise submit a proxy without marking voting selections, your shares will be voted in accordance with the recommendations of the Board of Directors, namely: (i) “FOR” each of the two (2) nominees for Class III director named herein for election to the Board of Directors; (ii) “FOR” the Auditor Ratification Proposal; (iii) “FOR” Additional February Warrant Exercise Proposal; (iv) “FOR” the Initial April Note and Second April Note Conversion Proposal; (v) “FOR” Additional April Note Conversion Proposal; (vi) “FOR” the Reverse Stock Split Proposal; (vii) “FOR” the 2023 Plan Amendment Proposal; and (viii) “FOR” the Adjournment Proposal.

Q: What happens if additional matters are presented at the Annual Meeting?

A: Other than the eight (8) items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, David Villarreal, our Chief Executive Officer, and Nicolai Brune, our Chief Financial Officer, or either of them, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting and intend to vote the proxies in accordance with their best judgment.

Q: What is the voting requirement to approve each of the proposals?

Proposal	Vote Required	Effect of Abstentions (or the Withholding of Authority)	Effect of Broker Non-Votes
Proposal 1: Election of Directors Proposal	Plurality — the two (2) Class III director nominees who receive the most “FOR” votes will be elected to serve on the Board.	No effect	No effect
Proposal 2: Auditor Ratification Proposal	The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required.	Counts as a vote “AGAINST” this proposal	None expected
Proposal 3: Additional February Warrant Exercise Proposal	The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required.	Counts as a vote “AGAINST” this proposal	No effect
Proposal 4: Initial April Note and Second April Note Conversion Proposal	The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required.	Counts as a vote “AGAINST” this proposal	No effect
Proposal 5: Additional April Note Conversion Proposal	The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required	Counts as a vote “AGAINST” this proposal	No effect

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Proposal	Vote Required	Effect of Abstentions (or the Withholding of Authority)	Effect of Broker Non-Votes
Proposal 6: Reverse Stock Split Proposal	The affirmative vote of a majority of the votes cast by the holders of all shares of Common Stock present or represented and voting on this proposal is required.	No effect	None expected
Proposal 7: 2023 Plan Amendment Proposal	The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required	Counts as a vote “AGAINST” this proposal	No effect
Proposal 8: Adjournment Proposal	The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required.	Counts as a vote “AGAINST” this proposal.	None expected

Q: What should I do if I receive more than one proxy statement?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive.

Q: Where can I find the voting results of the Annual Meeting?

A: We intend to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K, which will be filed within four business days of the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Q: Who will count the votes?

A: One or more inspectors of election will tabulate the votes.

Q: Is my vote confidential?

A: Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to anyone else, except: (i) as necessary to meet applicable legal requirements; (ii) to allow for the tabulation of votes and certification of the vote; or (iii) to facilitate a successful proxy solicitation.

Q: Who will bear the cost of soliciting votes for the Annual Meeting?

A: We will pay all expenses incurred in connection with the solicitation of proxies. In addition to solicitation by mail, our officers, directors and regular employees, who will receive no additional compensation for their services, may solicit proxies in person or by telephone, facsimile, email or the Internet. We have requested that brokers, banks and other nominees who hold stock in their names furnish this proxy material to their customers;

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we will reimburse these brokers, banks and nominees for their out-of-pocket and reasonable expense. Although it is not anticipated, we reserve the right to retain a professional firm of proxy solicitors to assist in the solicitation of proxies. We estimate that we would be required to pay such firm fees ranging from $10,000 to $20,000 plus out-of-pocket expenses.

Q: Who can help answer my questions?

A: If you have any questions about the Annual Meeting or how to vote, submit a proxy or revoke your proxy, or you need additional copies of this proxy statement or voting materials, you should contact the Corporate Secretary, RenX Enterprises, Corp., 100 Biscayne Blvd., Suite 1201, Miami, Florida 33132, or by phone at (904) 496-0027.

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PROPOSAL 1
ELECTION OF DIRECTORS PROPOSAL

Our Certificate of Incorporation provides that the number of directors constituting the Board of Directors shall be fixed from time to time by such Board of Directors. Our Board of Directors currently consists of eight directors and pursuant to the terms of our Certificate of Incorporation, our Board of Directors is divided into three classes, designated Class I, Class II and Class III. Each class consists, as nearly as possible, of one third of the total number of directors constituting the entire Board of Directors. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. The eight members of our Board of Directors are: David Villarreal, Bjarne Borg, James D. Burnham, Anthony M. Cialone, Peter G. DeMaria, John Scott Magrane, Jr., Christopher Melton, and Jeffrey Tweedy. Our Board of Directors is currently divided into three classes as follows:

• Class I directors, Bjarne Borg, Christopher Melton, and Jeffrey Tweedy

• Class II directors, Anthony M. Cialone, John Scott Magrane, Jr. and David Villarreal

• Class III directors, James D. Burnham and Peter G. DeMaria

Our Board has nominated James D. Burnham and Peter G. DeMaria to be elected at the Annual Meeting to serve as Class III directors. Each of the nominees is currently a Class III member of our Board of Directors. Each nomination for director was based upon the recommendation of our Nominating and Governance Committee. Each of the nominees have consented to being named in this proxy statement and to serve as a director if elected. If elected at the Annual Meeting, each of these nominees would serve until the 2029 annual meeting of stockholders and until his successor has been duly elected, or if sooner, until the director’s death, resignation or removal. In the event any of the nominees shall be unable or unwilling to serve as a director, the persons named in the proxy intend to vote “FOR” the election of any person as may be nominated by the Board in substitution. The Company has no reason to believe that any of the nominees will be unable to serve as a director if elected.

Shares represented by proxies will be voted “FOR” the election of each of the two (2) Class III director nominees (Messrs. James D. Burnham and Peter G. DeMaria), unless the proxy is marked to withhold authority to so vote. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.

Nominees for Election at the Annual Meeting of Stockholders

Set forth below are our two (2) Class III director nominees, their respective ages and positions as of the date of this proxy statement, the year in which each first became a director and the year in which their terms as director expire assuming they are re-elected at the Annual Meeting:

Director Nominees	Age	Position(s) Held	Director Since	Term Expires if re-elected
Class III
James D. Burnham	60	Director	2025	2029
Peter G. DeMaria	63	Director	2023	2029

James D. Burnham was appointed as a director of RenX effective June 17, 2025. Mr. Burnham has served as the President of JDB Consulting Services, Inc. since October 2003. He has over 30 years of experience in mergers and acquisitions and project development, having commenced his career at Browning-Ferris Industries, Inc. At JDB Consulting Services, Mr. Burnham has principally served as a consultant to various clients interested in acquisition and project development related services (primarily within the solid waste and related industries). Services include business valuation, business brokerage, business planning and modeling, environmental and financial due diligence, loan request packages, operational analysis, transportation analysis, market research, negotiation of legal agreements, project development management on solid waste projects seeking permits, expert witness landfill and transfer station permit valuation and predatory pricing analysis. In addition, since December 2014 Mr. Burnham has served as the CEO and Managing Member of Encell Composites of which he was a co-founder. Encell developed and was granted U.S. and other patents on an alternative railroad crosstie produced from recycled material — principally crumb rubber from scrap tires. Mr. Burnham earned a Bachelor of Science in Civil and Environmental Engineering from the University of Wisconsin.

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We believe that Mr. Burnham is qualified to serve on our Board of Directors because he brings extensive experience in mergers and acquisitions, project development, and environmental services. Mr. Burnham’s pertinent experience, qualifications, attributes and skills include expertise in business development, risk management, and operational oversight.

Peter G. DeMaria, CFA was appointed as a director of RenX effective April 11, 2023. Mr. DeMaria is a senior banking and finance professional with over thirty-eight years of experience with middle market, mid-corporate, financial sponsor and real estate clients in both domestic and international markets. From December 2018 through May 2022, Mr. DeMaria served as a Senior Managing Director/Group Manager for the middle-market and corporate banking group at PNC Bank where he and his team advised middle market and large corporate clients in the New Jersey and New York City regions. Prior to PNC Bank, Mr. DeMaria served as Managing Director at JPMorgan (December 1984 through November 2018) where he spent nearly 34 years specializing in cash flow and asset-based lending, capital markets and investment banking products. Mr. DeMaria received his BS in Finance and Accounting from Lehigh University (1984). He received a Masters in Business Administration from the Stern School of Business at New York University (1991) and an Executive Management Certificate at the Fuqua School of Business at Duke University (1998).

We selected Mr. DeMaria to serve on our Board of Directors because he brings extensive knowledge of the banking and finance industry. Mr. DeMaria’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his banking and finance activities.

Vote Required

Directors are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the two (2) nominees receiving the highest number of “FOR” votes will be elected. Abstentions, withheld votes and broker non-votes will not affect the outcome of the election.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE ELECTION OF EACH OF THE TWO CLASS III DIRECTOR NOMINEES

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INFORMATION REGARDING OUR CONTINUING DIRECTORS

The directors who are serving terms that end following the Annual Meeting and their ages, positions at our company, the year in which each first became a director and the expiration of their respective terms on our Board of Directors are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

Directors	Age	Position Held	Director Since	Expiration of Term
Class I
Bjarne Borg	60	Director	2025	2027
Christopher Melton	54	Director	2023	2027
Jeffrey Tweedy	63	Director	2023	2027

Class II
Anthony M. Cialone	57	Director	2025	2028
John Scott Magrane, Jr.	79	Director	2023	2028
David Villarreal	74	Director	2023	2028

Class I Directors

Bjarne Borg was appointed as a director of RenX effective June 17, 2025. Mr. Borg serves as the Executive Chairman of Index Investment Group, which he co-founded in 1998. Index Investment Group, through a collection of related companies, develops business projects in real estate and renewable energy and provides private equity to invest in complementary businesses. With over 35 years of experience in managing start-ups and multinational corporations, Mr. Borg focuses on real estate, renewable energy, and disruptive equity investments. Mr. Borg’s expertise extends to public markets, having listed bonds on NASDAQ, and serving on advisory boards for banking institutions. He has served on the South Florida advisory boards for SunTrust Bank and Truist Bank (NYSE: TFC), and is currently serving as a director of JFB Construction Holdings (NASDAQ: JFB) and on the advisory/ambassador boards for ConnectOne Bancorp, Inc. (NASDAQ: CNOB) and Seacoast Banking Corporation of Florida (NASDAQ: SBCF). Mr. Borg began his career in IT consulting before transitioning to accounting and eventually focused on investments and developments across Sweden, the USA, and Canada.

We believe that Mr. Borg is qualified to serve on our Board of Directors because he brings extensive knowledge of investment management, renewable energy, and finance. Mr. Borg’s pertinent experience, qualifications, attributes and skills include his expertise in capital markets, management, and finance.

Christopher Melton was appointed as a director of RenX effective April 11, 2023 and has served as a director of SG Holdings since November 4, 2011. Mr. Melton is a licensed real estate salesperson in the States of South Carolina and Georgia and until June 2019 was a principal of Callegro Investments, LLC, a specialist land investor investing in the southeastern U.S., which he founded 2012. Since June 2019 he has served as a specialist Land Advisor with SVN International Corp. Mr. Melton also serves on several public and private boards, including JFB Construction Holdings since March 2025, Safety Shot Holdings, Inc. (formerly Jupiter Wellness, Inc.) since August 2019 and SRM Entertainment, Inc. since June 2023. From February 2018 until June 2019, he served as chief investment officer and analyst at TNT Capital Advisors, a capital advisory firm based in Florida. He also served as a sales agent as MSK Commercial Services, a commercial real estate company, from February 2018 to June 2019. From 2000 to 2008, Mr. Melton was a Portfolio Manager for Kingdon Capital Management (“Kingdon”) in New York City, where he ran an $800 million book in media, telecom and Japanese investment. Mr. Melton opened Kingdon’s office in Japan, where he set up a Japanese research company. From 1997 to 2000, Mr. Melton served as a Vice President at JPMorgan Investment Management as an equity research analyst, where he helped manage $500 million in REIT funds under management. Mr. Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997. RREEF Funds is the real estate investment management business of Deutsche Bank’s Asset Management division. Mr. Melton earned a Bachelor of Arts in Political Economy of Industrial Societies from the University of California, Berkeley in 1995. Mr. Melton earned Certification from University of California, Los Angeles’s Anderson Director Education Program in 2014. Mr. Melton earned a certificate in cybersecurity for managers from M.I.T. in 2021 and certificate in AI strategy from Cornell in 2023.

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We selected Mr. Melton to serve on our Board of Directors because he brings extensive knowledge of the finance and the real estate industry. Mr. Melton’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his real estate investment and development activities.

Jeffrey Tweedy was appointed as a director of RenX effective April 11, 2023. Mr. Tweedy is an accomplished, multi-faceted leader with approximately thirty years of executive experience in the fashion and retail industries. Since March 2021 Mr. Tweedy has served as a Brand Advisor to Sean Jean Clothing, an award-winning clothing and lifestyle brand founded by Sean Combs. From November 2007 to March 2021, Mr. Tweedy served as President and CEO of Sean John, having previously served as Executive Vice President from February 1998 to March 2005, building the brand into a market leader, maximizing sales, including across international markets, and conceptualizing and launching a ground-breaking, profitable and highly visible menswear company distinguished by its sophisticated young men’s image. Mr. Tweedy has served on the Advisory Board of the Fashion Institute of Technology since January 2020.

We selected Mr. Tweedy to serve on our Board of Directors because he brings extensive knowledge of building brands and maximizing sales. Mr. Tweedy’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his executive experience in the fashion and retail industries.

Class II Directors

Anthony M. Cialone was appointed as a director of RenX effective June 17, 2025. Mr. Cialone currently serves as President and Chief Operating Officer of Resource Group, a position he has held since January 2019. He brings over 30 years of executive leadership experience, with a strong track record in corporate operations, risk management, and strategic planning. At Resource Group, he has led key initiatives in biomass-to-industrial energy conversion and composting, developed investor-focused funding strategies and financial models, optimized transportation logistics and closed-loop supply chains, and advanced the company’s growth through targeted acquisitions. Since May 2020, Mr. Cialone has also served as President and Chief Executive Officer of Microtec Development & Holdings LLC, where he directs financial planning, capital structuring, and the commercialization of Microtec’s proprietary waste-to-value technologies. In addition, since March 2022, Mr. Cialone has served as President and Chief Operating Officer of AggrePlex, LLC, where he leads corporate strategy, operations, and market development for the company’s production of environmentally sustainable pozzolans used as supplementary cementitious materials. Mr. Cialone holds a Bachelor of Science in Economics and Finance and a Master of Business Administration in Corporate Finance, both from Fordham University. In addition, he has completed advanced coursework and executive education programs at Harvard Business School Online, MIT Professional Education, New York University, and the Stanford Graduate School of Business, earning certificates in Business Strategy, Entrepreneurship & Innovation, Finance & Accounting, Leadership & Management, Life Cycle Assessment, Sustainable Infrastructure Systems, and Chief Sustainability Officer Training, among others. He also holds multiple professional certifications (inactive), including Certified Internal Auditor (CIA), Certified Management Accountant (CMA), Certified Financial Manager (CFM), Certified Treasury Professional (CTP), Accredited Valuation Analyst (AVA), and is Certified in Mergers & Acquisitions (CM&AA). Mr. Cialone previously held securities licenses, including Series 6, 27, and 63.

We believe Mr. Cialone is qualified to serve on our Board of Directors because he brings extensive knowledge of organics processing, environmental services operations, and working with state and local government officials to develop and implement environmentally responsible operations in the organics processing and logistics sector. Mr. Cialone’s pertinent experience, qualifications, attributes and skills include expertise in operations management, environmental compliance, and public-private partnerships.

John Scott Magrane, Jr. was appointed as a director of RenX effective April 11, 2023. Mr. Magrane is an investment banking professional with over thirty-five years of experience advising power-related enterprises, including utilities, independent power companies, rural electric cooperatives, governments and energy technology companies. Mr. Magrane currently serves as Vice Chairman at Coady Diemar Partners, LLC, a registered broker dealer and boutique investment bank which he founded that provides M&A, strategic and financial advisory, and private capital market services, and from March 2018 to July 2020, served as Chairman and CEO of the firm. From July 2021 until August 2023, Mr. Magrane served on the board of directors of Hydromer (HYDI Pink), global business-to-business (B2B) surface modification and coating solutions provider offering polymer research & development, and manufacturing services capabilities for

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a wide variety of applications. Prior to Coady Diemar Partners, LLC, from July 1987 to December 2001 Mr. Magrane was employed by Goldman Sachs & Co. where his responsibilities encompassed all manner of corporate finance and strategic advisory activities. While at Goldman, he started the firm’s Energy Technology effort. Mr. Magrane began his career and spent 10 years with Blyth, Eastman Dillon & Co. and Paine Webber where he specialized in energy and power project finance. Mr. Magrane earned his undergraduate degree in economics from The College of Wooster in 1970 and his MBA from The Wharton School of the University of Pennsylvania in 1973.

We selected Mr. Magrane to serve on our Board of Directors because he brings extensive knowledge of the investment banking and finance industry. Mr. Magrane’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his investment banking and finance activities.

David Villarreal has served as the President and Chief Executive Officer of RenX since February 3, 2023. Mr. Villarreal was appointed as a director of RenX effective April 11, 2023 and has served as a director of SG Holdings from May 28, 2021 until October 22, 2024. Mr. Villarreal’s career spans over 40 years in various management, business and leadership capacities, beginning in 1977 when he served as Deputy Mayor and Senior Deputy Economic Development Advisor, under Mayor Tom Bradley in the City of Los Angeles. From August 2014 until March 2023, Mr. Villarreal served as the Chief Administrative Officer of affinity Partnerships, LLC, a Costco national mortgage services platform provider, with annual closed loan production of $8+ billion through a network of ten national mortgage lenders. From March 2011 to August 2014, he served as the President-Corporate Business Development, of Prime Source Mortgage, Inc. From September 2008 to September 2012, he served as a Consultant to the International Brotherhood of Teamsters.

We selected Mr. Villarreal to serve on our Board of Directors because he brings extensive knowledge of the mortgage and real estate industry. Mr. Villarreal’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his real estate investment activities.

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DIRECTOR NOMINATION PROCESS

Director Nominations Process

Each year the Board is expected to nominate a slate of directors for election by stockholders at the annual meeting of stockholders based on the recommendations of the Nominating and Governance Committee. In identifying prospective director candidates, the Nominating and Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third-party recommendations.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for, among other matters, annually presenting to the Board a list of individuals recommended for nomination for election as directors at the annual meeting. The Nominating and Governance Committee identifies and screens candidates for the Board and has the authority as it deems appropriate to retain a professional search firm to identify and evaluate director candidates.

Before recommending a director candidate, the Nominating and Governance Committee will review the candidate’s qualifications to determine whether the director candidate meets the qualifications described below. In the case of an incumbent director, the Nominating and Governance Committee will also review the director’s service to the Company during the past term, including the number of Board and committee meetings attended, the quality of participation, tenure and whether the candidate continues to meet the qualifications for director as described below. After completing this evaluation, the Nominating and Governance Committee will make a formal recommendation to the full Board as to election or re-election of the candidate.

Candidates may come to the attention of the committee through current and former Board members, management, professional search firms (to whom we would pay a fee), stockholders or other persons. The Nominating and Governance Committee evaluates candidates for the Board on the basis of the needs of the Board and the standards and qualifications set forth below, regardless of the source of the candidate referral.

Director Qualifications

To be nominated for director, a director candidate must be a natural person at least twenty-one years of age. Characteristics expected of all directors include integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the Board considers many factors including diversity, skills, age, education and expertise, dedication, conflicts of interest, independence from the Company’s management and the Company and such other relevant factors that may be appropriate in the context of the needs of the Board.

Additional criteria apply to directors being considered to serve on particular committees of the Board. For example, members of the Audit Committee must meet additional standards of independence and have the ability to read and understand our financial statements.

The Nominating and Governance Committee and the Board evaluate each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the Company’s business and represent stockholder interests through the exercise of sound judgment. The Nominating and Governance Committee and the Board seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on the Board. At least annually and when Board vacancies arise, the Nominating and Governance Committee and the Board will review the qualifications, personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities of each director and any director candidate and the interplay of such director’s and director candidate’s qualifications, personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities with the Board as a whole. Nominees will not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law.

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Stockholder Recommendations for Director Nominees

Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: RenX Enterprises, 100 Biscayne Blvd., Suite 1201, Miami, Florida 33132, Attn: Corporate Secretary. The recommendation must include the same information that would be required for a candidate to be nominated by a stockholder at a meeting of stockholders as described under “Stockholder Proposals.” Candidates who are recommended by stockholders, as opposed to nominated, will receive the same consideration as other proposed candidates.

Director Candidates Nominated by Stockholders

Stockholders who wish to propose a director nominee at an annual meeting must follow the advance notice procedures contained in our Amended and Restated Bylaws, which include notifying the secretary of the Company not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. The notice must contain all of the information required in our Amended and Restated Bylaws (which, if applicable, includes information required by Rule 14a-19). Based on this year’s annual meeting date of June 12, 2026, a notice will be considered timely for the 2027 Annual Meeting of Stockholders if the secretary of our Company receives it not earlier than the close of business on February 12, 2027 and not later than the close of business on March 14, 2027. See “Stockholder Proposals” for additional information.

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CORPORATE GOVERNANCE

Board Leadership Structure

The Board does not have a policy that requires the separation of the roles of Chief Executive Officer and Chairman. The Board annually reviews its leadership structure to assess what best serves the interests of the Company and its stockholders at a given time. The decision whether to combine or separate these positions depends on what our Board deems to be in the long-term interest of stockholders in light of prevailing circumstances. Our Board believes the Company is well-served by this flexible leadership structure and that the combination or separation of these positions should continue to be considered on an ongoing basis.

Until last year, the positions of Chief Executive Officer and Chairman were held by different persons. Our Chief Executive Officer, Mr. Villarreal, is responsible for our day-to-day operations and for executing our long-term strategies. Paul Galvin served as our Executive Chairman until his resignation on June 17, 2025. As Executive Chairman, Mr. Galvin was responsible for leading the Board in its oversight responsibilities with respect to the Company. We currently do not have a Chairman; however, we plan to appoint a new Chairman in the near term.

The Company and the Board recognize the importance of the additional, effective oversight that is provided by its independent Board members. The Board has selected Mr. Melton, a director who is independent, to serve as our Lead Director. The responsibilities of the Lead Director include, among others: (i) presiding over executive sessions of the independent directors and at all meetings at which the Chairman is not present; (ii) calling meetings of the independent directors as he or she deems necessary; (iii) serving as a liaison between management and the independent directors; (iv) proposing agendas and schedules for Board meetings in consultation with the Chairman; (v) communicating Board member feedback to the Chief Executive Officer and Chairman; and (vi) performing such other duties as may be delegated by the Board from time to time.

Each independent director has direct access to our Chief Executive Officer and our Lead Director, as well as other members of the management team. The independent directors meet in executive session without management present at least quarterly.

Director Independence

The Board has determined that the following current directors, constituting a majority of the members of the Board, are independent as defined in the applicable listing standards of Nasdaq: Bjarne Borg, Peter DeMaria, John Scott Magrane, Jr., Christopher Melton and Jeffrey Tweedy. Mr. Villarreal is not independent due to his employment as our Chief Executive Officer and Messrs. Anthony M. Cialone and James D. Burnham are not independent due to their relationship with our subsidiary, Resource Group, and the compensation they receive from Resource Group.

Alyssa Richardson and Yaniv Blumenfeld, both directors of the Company until their resignations from the Board on June 17, 2025 and June 23, 2025, respectively, were also determined by the Board to be independent as defined in the applicable listing standards of Nasdaq. Ms. Richardson served as an independent member (as defined under applicable SEC rules and the listing standards of Nasdaq) of the Nominating and Governance Committee until June 17, 2025, Paul M. Galvin served as a non-independent director of the Company until his resignation on June 17, 2025.

Under applicable Securities and Exchange Commission (“SEC”) and Nasdaq rules, the existence of certain “related person” transactions in excess of certain thresholds between a director and the Company are required to be disclosed and may preclude a finding by the Board that the director is independent. A director is not considered “independent” unless the Board affirmatively determines that the director has no material relationship with us that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on its independence review, the Board determined that no transactions or relationships between the Company and the independent directors or any member of their immediate family (or any entity of which an independent director or an immediate family member is an executive officer, general partner or significant equity holder) were identified which would render the directors named above not independent.

Each director who served as a member of the Audit, Compensation, and Nominating and Governance Committees during 2025 was, and each current member of the Audit, Compensation, and Nominating and Governance Committees is, an independent director pursuant to all applicable listing standards of Nasdaq. In addition, (i) each director who served as a member of the Audit Committee during 2025 also met, and each current member of the Audit Committee

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also meets, the additional independence standards for audit committee members established by the SEC, and (ii) each director who served as a member of the Compensation Committee during 2025 also qualified, and each current member of the Compensation Committee also qualifies, as a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Committees of the Board of Directors

There are currently three standing committees of the Board of Directors — an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The Board of Directors has adopted written charters for each committee, which are available on our website at www.renxent.com.

The tables below set forth the responsibilities of each of the standing Board committees. The Audit Committee is comprised of Peter DeMaria, John Scott Magrane, Jr. and Christopher Melton, with Christopher Melton serving as the Chairman. The Compensation Committee is comprised of Peter DeMaria, John Scott Magrane, Jr. and Jeffrey Tweedy, with John Scott Magrane, Jr. serving as the Chairman. The Nominating and Governance Committee is comprised of Bjarne Borg, Peter DeMaria, Christopher Melton, and Jeffrey Tweedy, with Jeffrey Tweedy serving as the Chairman. Each of the Audit Committee, Compensation Committee and Nominating and Governance Committee are comprised solely of directors who have been determined by the Board of Directors to be independent in accordance with SEC regulations and Nasdaq listing standards (including the heightened independence standards for members of the Audit Committee and the Compensation Committee).

AUDIT COMMITTEE

Responsibilities

• Be directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditors

• Pre-approve all audit and permitted non-audit services to be provided by the independent auditors

• Discuss with management and the independent auditors significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements

• Review with the independent auditors the matters required to be discussed by the applicable auditing standards adopted by the PCAOB and approved by the SEC from time to time

• Review and discuss the Company’s annual and quarterly financial statements with management and the independent auditors

• Review and discuss with management the Company’s earnings press releases

• Discuss Company policies and practices with respect to risk assessment and risk management

• Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters

• Review related party transactions

• Review and discuss the Company’s policies regarding information technology security and protection from cyber risks

The responsibilities of the Audit Committee are further described in the Audit Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website.

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		Current Committee Members: Peter DeMaria, John Scott Magrane, Jr. and Christopher Melton (Chair) The Board of Directors has determined that Christopher Melton qualifies as an “audit committee financial expert” under applicable SEC rules.
COMPENSATION COMMITTEE		Responsibilities • Annually determine and approve the CEO’s compensation, based upon an evaluation of the CEO’s performance in light of approved corporate goals and objectives • Annually review and approve the compensation of the Company’s other executive officers • Review and approve and, when appropriate, recommend to the Board of Directors for approval, incentive compensation plans and equity-based plans of the Company • Review and approve and, when appropriate, recommend to the Board of Directors for approval any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers • Review, approve and, when appropriate, recommend to the Board of Directors for approval, stock ownership guidelines and monitor compliance therewith • Review, approve and, when appropriate, recommend to the Board of Directors for approval, the creation or revision of any clawback policy and oversee the application thereof • Annually review the potential risk to the Company from its compensation policies and practices • Periodically review the compensation paid to non-employee directors for their service and make recommendations to the Board of Directors for any adjustments
		The responsibilities of the Compensation Committee are further described in the Compensation Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website. Current Committee Members: Peter DeMaria, John Scott Magrane, Jr. (Chair) and Jeffrey Tweedy
NOMINATING AND GOVERNANCE COMMITTEE		Responsibilities • Periodically make recommendations to the Board of Directors regarding the size and composition of the Board of Directors • Develop and recommend to the Board of Directors criteria for the selection of individuals to be considered as candidates for election to the Board of Directors • Identify and screen individuals qualified to become members of the Board of Directors

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• Review and make recommendations to the full Board whether members of the Board of Directors should stand for re-election

• Recommend to the Board of Directors director nominees to fill vacancies

• Recommend to the Board of Directors director nominees for stockholder approval at each annual or any special meeting of stockholders at which one or more directors are to be elected

• Make recommendations to the Board of Directors regarding Board of Directors committee memberships

• Develop and recommend to the Board of Directors a set of corporate governance guidelines and oversee the Company’s corporate governance practices

• Review the Company’s strategies, activities, and policies regarding ESG matters and make recommendations to the Board of Directors

• Oversee an annual evaluation of the Board of Directors and its committees

The responsibilities of the Nominating and Governance Committee are further described in the Nominating and Governance Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website.

Current Committee Members:

Bjarne Borg, Peter DeMaria, Christopher Melton and Jeffrey Tweedy (Chair)

Ad Hoc Committees

From time-to-time we may establish ad hoc committees to address particular matters.

Board’s Role in Risk Oversight

Our management is responsible for identifying risks facing our Company, including strategic, financial, operational, and regulatory risks, implementing risk management policies and procedures and managing our day-to-day risk exposure. The Board has overall responsibility for risk oversight, including, as part of regular Board of Directors and committee meetings, general oversight of executives’ management of risks relevant to the Company. While the full Board of Directors has overall responsibility for risk oversight, it is supported in this function by its Audit Committee, Compensation Committee and Nominating and Governance Committee, and each of the committees regularly reports to the Board of Directors.

The Audit Committee reviews and discusses with management and the Company’s auditors, as appropriate, financial risks. The Compensation Committee reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, reviews and discusses at least annually the relationship between risk management policies and practices and compensation, and evaluates compensation policies and practices that could mitigate any such risk.

Members of the Company’s senior management team will periodically report to the full Board about their areas of responsibility and a component of these reports is risk within their area of responsibility and the steps management has taken to monitor and control such exposures. Additional review or reporting on risks is conducted as needed or as requested by the Board or committee.

Executive Sessions

Independent directors regularly meet in executive session at Board of Directors meetings without any members of management being present.

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Director Service on other Boards

Directors should advise the chairman of the Nominating and Governance Committee before accepting membership on other boards of directors or other significant commitments involving affiliation with other businesses, non-profit entities or governmental units in order to allow the Company to conduct a review for potential conflicts and other issues. Directors are expected to refrain from accepting any such seat if the Board determines such position to be inadvisable and not in the Company’s bests interests.

Conduct of Board Meetings

In the absence of a Chairman, the Lead Director sets the agenda for Board meetings with the understanding that the Board is responsible for providing suggestions for agenda items that are aligned with the advisory and monitoring functions of the Board. Agenda items that fall within the scope of responsibilities of a committee of the Board are reviewed with the chair of that committee. Any member of the Board may request that an item be included on the agenda. Board materials related to agenda items are provided to Board members sufficiently in advance of Board meetings to allow the directors to prepare for discussion of the items at the meeting. At the invitation of the Board, members of senior management recommended by the Chairman, or the Lead director in the absence of a Chairman, attend Board meetings or portions thereof for the purpose of participating in discussions.

Corporate Code of Business Conduct and Ethics

The Board of Directors has adopted a Corporate Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers, and employees. The Corporate Code of Business Conduct and Ethics covers areas such as conflicts of interest, insider trading and compliance with laws and regulations. The Code of Business Conduct and Ethics is available on our website at www.renxent.com. We intend to post any amendments to or waivers from our Code of Business Conduct and Ethics at this location on our website.

Anti-Hedging and Anti-Pledging Policy

Pursuant to our Insider Trading Policy, we prohibit our directors, officers, and employees from purchasing any financial instrument or engaging in any other transaction, such as a prepaid variable forward, equity swap, collar or exchange fund, that is designed to hedge or offset any decrease in the market value of Company securities. Our Insider Trading Policy also prohibits our directors, officers, and employees from: (i) participating in short sales of Company securities; (ii) participating in a transaction involving publicly traded options, such as puts, calls or other derivative securities, related to Company securities; and (iii) holding Company securities in margin accounts or pledging Company securities as collateral for a loan.

Insider Trading Policy

We have adopted an Insider Trading Policy that is designed to promote compliance with federal and state securities laws and regulations, as well as the rules and regulations of Nasdaq. The Trading Policy provides our standards on trading and causing the trading of our securities while in possession of material non-public information. It prohibits trading in certain circumstances and applies to all of our directors, officers and employees as well as independent contractors or consultants. Additionally, our Trading Policy imposes special additional trading restrictions applicable to all of our directors and executive officers and to such persons’ family members who live in such persons’ households. The Trading Policy also requires us to comply with all insider trading laws, rules and regulations, and any applicable listing standards when engaging in transactions in our own securities.

Board and Committee Meetings

During our fiscal year ended December 31, 2025, the Board of Directors held seven (7) meetings. During our fiscal year ended December 31, 2025, our Audit Committee, Compensation Committee and Nominating and Governance Committee met four (4) times, two (2) times and one (1) time, respectively. In addition, the Board and each Board committee took action by written consent various times during fiscal 2025. During fiscal 2025, each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings of the directors which were held during the period for which the director was a director, and (ii) the total number of meetings held by all committees of which the director was a member during the period that the director served.

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Director Attendance at Annual Meetings

Absent sufficient cause, each director is expected to attend the Company’s annual meeting of stockholders, either in person or by remote communication. A director who is unable to attend the Company’s annual meeting of stockholders (which it is understood will occur on occasion) is expected to notify the Chairman or, in the absence of a Chairman, the Lead Director. Five of our directors attended our 2025 Annual Meeting.

Stockholder Communications with Directors

Stockholders desiring to communicate with the Board or any individual director may directly contact such director or directors by sending a letter addressed to the Board or the individual director c/o Corporate Secretary, RenX Enterprises Corp, 100 Biscayne Blvd., Suite 1201, Miami, Florida 33132. In the letter, the stockholder must identify himself, herself or themselves as a stockholder of the Company. The Corporate Secretary may require reasonable evidence that the communication is being made by or on behalf of a stockholder before the communication is transmitted to the individual director or to the Board.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports filed on the SEC’s EDGAR system, during the fiscal year ended December 31, 2025, as well as during prior periods which were unreported, all Section 16(a) filing requirements applicable to the Company’s officers, directors and greater than ten percent beneficial owners were complied with other than as follows: a Form 3 was filed late on July 11, 2025 and a Form 4 covering one transaction was filed late on each of October 2, 2025 and October 21, 2025 for James Burnham; a Form 3 was filed late on July 11, 2025 and a Form 4 covering one transaction was filed late on each of October 2, 2025 and October 21, 2025 for Anthony Cialone; a Form 4 covering one transaction was filed late on each of October 2, 2025, October 21, 2025 and December 29, 2025 for Bjarne Borg; a Form 4 covering one transaction was filed late on December 29, 2025 for Scott Magrane; a Form 4 covering one transaction was filed late on December 29, 2025 for Jeffrey Tweedy; a Form 4 covering one transaction was filed late on December 29, 2025 for Christopher Melton; and a Form 4 covering one transaction was filed late on December 29, 2025 for Peter DeMaria.

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DIRECTOR COMPENSATION

Non-Employee Director Compensation 2025 Program

Our non-employee director compensation program is designed to provide competitive compensation necessary to attract and retain high quality outside directors and to encourage ownership of Company stock to further align their interests with those of our stockholders. For 2025, each director was given the option to select one of the following three compensation options quarterly (with payments to be made on or about April 1, 2025, July 1, 2025, October 1, 2025 and January 1, 2026):

Option A	Option B	Option C
• A cash retainer of $20,000, and	• A cash retainer of $10,000; and	• A grant of 40,000 RSUs that will vest after three months of continued service by the director.
• A grant of 20,000 restricted stock units (“RSUs”) that will vest after three months of continued service by the director.	• A grant of 30,000 RSUs that will vest after three months of continued service by the director.

Director Compensation Table for Fiscal 2025

The following table sets forth information regarding all forms of compensation that were both earned by and/or paid to each of our non-employee directors during the year ended December 31, 2025. Mr. Villarreal, our President and Chief Executive Officer, receives no compensation for his service as a director and is not included in the table below. The compensation arrangements for Mr. Villarreal are disclosed in the Summary Compensation Table set forth in the “Executive Compensation” section this Proxy Statement.

Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards(2)		Total
Bjorne Borg(3)	$	40,000		$	—	$	40,000
James D. Burnham(3)	$	75,000	(5)	$	—	$	75,000
Anthony M. Cialone(3)	$	75,000	(5)	$	—	$	75,000
John Scott Magrane, Jr.	$	80,000		$	64,535	$	144,535
Jeffrey Tweedy	$	40,000		$	56,090	$	96,090
Peter DeMaria	$	80,000		$	64,535	$	144,535
Paul Galvin(4)	$	80,000		$	56,090	$	136,090
Alyssa Richardson(4)	$	40,000		$	56,090	$	96,090
Yaniv Blumenfeld(4)	$	80,000		$	39,200	$	119,200
Christopher Melton

____________

(1) The amounts reported in this column represent the prorated portions paid or accrued in 2024 of: the annual cash retainer of $80,000 for serving on our board of directors, and cash retainers of $5,000 for serving as chair of our Audit Committee (in the case of Mr. Melton), $5,000 for serving as chair of our Compensation Committee (in the case of Mr. Magrane), $5,000 for serving as chair of our Nominating and Corporate Governance Committee (in the case of Mr. Tweedy) and $5,000 for serving as our Lead Director (in the case of Mr. Melton).

(2) The amounts reported are based on the closing price of the Company’s common stock on the date of grant. These amounts do not reflect actual payments made to our directors. There can be no assurance that the assumed grant date fair value will ever be realized by any director.

(3) Messrs. Borg, Burnham and Cialone were appointed as directors on June 17, 2025.

(4) Mr. Galvin and Mrs. Richardson resigned from their positions as a director of the Company on June 17, 2025, and Mr. Blumenfeld resigned from his position as a director of the Company on June 23, 2025.

(5) Represents payments made to Messrs. Burnham and Cialone pursuant to consulting agreements between the Company and Messrs. Burnham and Mr. Cialone; neither of Messrs. Burnham and Mr. Cialone received compensation for board services.

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PROPOSAL 2
AUDITOR RATIFICATION PROPOSAL

The Audit Committee of the Board of Directors has appointed M&K CPAS PLLC (“M&K”) as our independent registered accounting firm for the year ending December 31, 2026. A representative of M&K is not expected to be present either virtually or via teleconference at the Annual Meeting, and therefor will not be available to respond to appropriate questions and will have the opportunity to make a statement if he or she desires to do so.

Ratification of the appointment of M&K by our stockholders is not required by law, our Amended and Restated Bylaws or other governing documents. As a matter of policy, however, the appointment is being submitted to our stockholders for ratification at the Annual Meeting. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain that firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in our best interest and the best interests of our stockholders.

Independent Registered Public Accounting Firm Fees

Aggregate fees for professional services rendered by our independent registered public accounting firms to us as of and for the fiscal years ended December 31, 2025 and December 31, 2024 are set forth in the tables below:

Services Rendered(a)	2025		2024
Audit fees	$	177,600	$	96,966
Audit-related fees		—		—
Tax fees		—		—
All other fees		—		—
Totals	$	177,600	$	96,966

____________

(a) The aggregate fees included in Audit Fees are fees billed for the fiscal years. The aggregate fees included in each of the other categories are fees billed in the fiscal years.

Audit fees include fees for professional services rendered for the audit for our annual financial statements and reviews of the financial statements included in our Quarterly Reports on Form 10-Q and fees related to securities registration statements and related comfort letter procedures, as well as services related to various offerings and our Form 10-K.

The Audit Committee has considered and determined that the services provided by M&K are compatible with M&K maintaining their independence.

Pre-Approval Policies and Procedures

The Audit Committee has implemented pre-approval procedures consistent with the rules adopted by the SEC. All audit services to be provided to the Company by our independent public accounting firms are pre-approved by the Audit Committee prior to the initiation of such services (except for items exempt from pre-approval requirements under applicable laws and rules). All of the services provided by the independent registered public accounting firm during the fiscal years ended December 31, 2025 and December 31, 2024 were pre-approved by the Audit Committee.

Required Vote

The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal will be required to approve the ratification of the appointment of the registered public accounting firm. Abstentions will have the effect of a vote “AGAINST” this proposal. We do not expect there to be any broker-non-votes since this is a routine matter for which brokers may vote in their discretion if beneficial owners of our stock do not provide voting instructions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF M&K CPAS PLLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2026

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AUDIT COMMITTEE REPORT1

The Audit Committee reviews the Company’s financial reporting processes on behalf of the Board. Management is responsible for the financial statements and the reporting processes, including the internal control over financial reporting. The Company’s independent registered public accounting firm, M&K, is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles. The Audit Committee monitors these processes. The Audit Committee has reviewed and discussed the audited financial statements with management.

As required by the standards of the Public Company Accounting Oversight Board (“PCAOB”), the Audit Committee has discussed with M&K the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has received the written disclosures and letters from M&K required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with M&K the independence of M&K from the Company and management.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

		Submitted by the Audit Committee of the Board of Directors:
		Christopher Melton (Chairman)
		John Scott Magrane, Jr.
		Peter DeMaria

____________

1 The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of RenX Development Corp. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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the 2026 Private Placement Transactions

February 2026 Private Placement

On February 12, 2026, we entered into the February Purchase Agreement with the certain institutional investors (the “PIPE Investors”), pursuant to which we issued and sold to the PIPE Investors to the PIPE Investors, in the February Private Placement, senior convertible notes in the aggregate principal amount of $6,042,985.39 (the “February Notes”) and warrants to purchase an aggregate of 1,937,598 shares of Common Stock (which is equal to the face value of the February Notes divided by the exercise price of the warrants), consisting of (i) warrants to purchase 1,075,264 shares of Common Stock (the “Exercisable February Warrants”), which were exercisable immediately upon issuance, and (ii) the Additional February Warrants to purchase 862,335 shares of Common Stock, which were not exercisable upon issuance. The Exercisable February Warrants and the Additional February Warrants are collectively referred to as the “February Warrants.”

The February Private Placement closed on February 17, 2026. The net proceeds to us from the February 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 us and excluding any deductions for make whole payments made to certain of the investors. Dawson James Securities, Inc. (“Dawson James”) served as our exclusive placement agent in connection with the February Private Placement.

The February Purchase Agreement

The February Purchase Agreement contains restrictive covenants which restrict our ability to issue securities or file additional registration statements. The February Purchase Agreement provides that until the date on which the February Notes are no longer outstanding, we will be prohibited from effecting or entering into an agreement to effect any issuance by us or any of our subsidiaries of Common Stock or common stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined therein).

Pursuant to the February Purchase Agreement, until 12 months after the date on which the February Notes are no longer outstanding, upon the Company or any of our subsidiaries issuing any securities, including Common Stock, preferred stock, Indebtedness (as defined in the February Purchase Agreement) or options or securities convertible into shares of Common Stock (a “Subsequent Financing”), the PIPE Investors have the right to participate in the Subsequent Financing up to an amount, in the aggregate, equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the financing.

The February Purchase Agreement contains customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, each of the PIPE Investors represented to us, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act), and we sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Securities Issued

The February Notes

The February 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 February 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 registering the shares of Common Stock issuable upon conversion of the February Notes and exercise of the Exercisable February Warrants and February Warrants is declared effective by the SEC. The February Notes are unsecured and are senior to all other Indebtedness (as such term is defined in the February Notes) of the Company and our subsidiaries, with each February Note ranking pari passu with all other February Notes.

The February 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 February Notes, plus all accrued and unpaid interest and late charges and any other unpaid amounts, at a conversion price of $5.62 per share (the “February Note Conversion Price”), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events. The holders of

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the February Notes are prohibited from converting the February 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 February Notes are redeemable by us at any time, at our 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 February Notes contain customary events of default. If an event of default occurs, from and after the occurrence, and during the continuance of, such event of default, the interest rate of the February 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 February Notes may, regardless of whether such event of default has been cured, require us to redeem all or any portion of the outstanding February Notes at a price equal to the greater of (i) the product of (A) the value of the February Notes to be redeemed multiplied by (B) 110% and (ii) the product of (X) the value of the February Notes to be redeemed, divided by the February Conversion Price (the “February 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 we make the entire payment.

Pursuant to the February Notes, we shall not enter into or be a party to a Fundamental Transaction (as such term is defined in the February Notes) unless (i) the successor entity assumes in writing all of the obligations under the February Notes and the other transaction documents and (ii) the successor entity is a publicly traded corporation whose common stock is quoted on or listed for trading on an eligible market, as set forth in the February Notes.

While the February Notes are outstanding, subject to certain exempt issuances, if we sells, offers or grant any option or right to purchase, or otherwise disposes of or sells any equity security or equity-linked or related security, any convertible securities any preferred stock or other securities, the holders of outstanding February Notes shall have the right, in their sole discretion, to require that we apply up to 30% of the gross proceeds from such sales or offers to redeem all, or any portion, of the outstanding February Notes at a price equal to 110% of the amount of the February Note being redeemed.

Without giving effect to any default interest or penalties which may accrue thereunder, assuming the full conversion of the February Notes plus accrued interest in full into Common Stock without regard to any conversion limitations set forth in the February Notes (assuming the February Notes accrued interest at 12% for a period of thirteen (13) months), approximately 1,215,048 shares of Common Stock would be issuable upon conversion of the February Notes.

The February Warrants

Exercise Price and Term

The Exercisable February Warrants are immediately exercisable upon issuance, have a term of six years from the date of issuance, and are exercisable for shares of Common Stock at a price of $3.1188 per share. The Additional February Warrants shall become exercisable on such date, if ever, that stockholder approval is obtained, have a term of six years from the date such stockholder approval is obtained, and will be exercisable for shares of Common Stock at a price of $3.1188 per share.

The exercise price and number of shares of Common Stock issuable upon exercise of the February Warrants are subject to customary adjustments pursuant to stock dividends, stock splits or similar events.

Stockholder Approval

Pursuant to the February Warrants, we agreed to file a proxy statement with the SEC within 45 days of the closing date of the February Private Placement (which 45 days was extended by an additional 28 days) and hold a meeting of stockholders at the earliest practical date after the date following the filing thereof (and in no event later than 90 days after the closing date, which 90 days has been extended by an additional 28 days) (the “February Stockholder Meeting Deadline”) for the purpose of obtaining such approval as may be required under the applicable rules of Nasdaq from our stockholders with respect to the issuance of all of the shares of Common Stock issuable upon exercise of the Additional February Warrants (the “Additional February Warrant Shares”) in accordance with their terms (including

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adjustment provisions set forth therein). We agreed to use our reasonable best efforts to obtain such stockholder approval, and are presenting Proposal 3 to our stockholders for approval at the Annual Meeting as an effort to obtain such stockholder approval.

If, despite our reasonable best efforts, stockholder approval is not obtained on or prior to the February Stockholder Meeting Deadline, we are obligated to cause an additional stockholder meeting to be held on or prior to the 90th calendar day following the failure to obtain the requisite stockholder approval. If, despite our reasonable best efforts stockholder approval is not obtained after such subsequent stockholder meetings, we shall cause an additional stockholder meeting to be held every 90 days thereafter until such stockholder approval is obtained, or the February Warrants are no longer outstanding, whichever is sooner.

Cashless Exercise

In the event there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the shares of Common Stock issuable upon exercise of the February Warrants (the “February Warrant Shares”), the February Warrants may be exercised, in whole or in part, by means of a “cashless exercise” in which case the holder will be entitled to receive a number of February Warrant Shares equal to the quotient obtained by dividing, (x) (A) as applicable, the volume weighted average price (“VWAP”) of the Common Stock on the date immediately preceding the exercise date (if the notice of exercise is (1) both executed and delivered on a day that is not a Trading Day (as defined in the February Warrant) or (2) both executed and delivered on a Trading Day prior to the opening of “regular trading hours) or the bid price of the Common Stock as of the time of the holder’s execution of the applicable notice of exercise (if the notice of exercise is executed during “regular trading hours” on a Trading Day), less the exercise price of the February Warrant, multiplied by (B) the number of February Warrant Shares that would be issuable upon exercise of the February Warrant if the exercise were by means of a cash exercise rather than a cashless exercise, by (y) the price used in (A).

Fundamental Transaction

If a Fundamental Transaction (as such term is defined in the February Warrants) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of the Company’s obligations under the February Warrants with the same effect as if such successor entity had been named in the February Warrant itself. If holders of the Common Stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the February Warrant following such Fundamental Transaction. In certain circumstances, the holder will have the right to receive the Black Scholes Value of the February Warrant calculated pursuant to a formula set forth in the February Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of the Common Stock as described in the February Warrants.

Rights of Holder

Except as otherwise provided in the February Warrants or by virtue of such holder’s ownership of shares of Common Stock, the holder of a February Warrant does not have the rights or privileges of a holder of the Common Stock, including any voting rights, until the holder exercises the February Warrant.

Limitations on Exercise

The holders of the February Warrants are prohibited from exercising the February Warrants for shares of Common Stock if, as a result of such exercise, 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 Registration Rights Agreement

In connection with the February Private Placement, we entered into a registration rights agreement (the “February RRA”), dated February 12, 2026, with the PIPE Investors, pursuant to which we agreed to prepare and file a registration statement with the SEC registering the resale of: (a) all February Warrant Shares then issued and issuable upon exercise of the February Warrants (assuming on such date the February Warrants are exercised in full without regard

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to any exercise limitations therein), (b) all shares of Common Stock (the “February Conversion Shares”) then issued and issuable upon conversion of the February Notes (assuming on such date the February Notes are converted in full without regard to any conversion limitations therein), (c) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the February Warrants and/or the February Notes, as applicable (without giving effect to any limitations on exercise set forth in the February Warrants and/or the February Notes, as applicable) and (d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing (collectively, the “February Registrable Securities”) no later than 30 calendar days after the closing date and to use our commercially reasonable efforts to have the registration statement declared effective as promptly as possible thereafter, and in any event not more than 45 days following the closing date, which 45 days has been extended by an additional 12 days.

The Company filed a registration statement (the “Initial Registration Statement”) covering the February Registrable Securities on February 17, 2026. In response to an oral comment issued by the SEC in relation to the Initial Registration Statement, that the shares of Common Stock issuable upon exercise of the Additional February Warrants could not be registered for resale unless and until stockholder approval was obtained, the Company and the PIPE Investors agreed to remove the Additional February Warrant Shares from the Initial Registration Statement. The Initial Registration Statement related to the February Registrable Securities, other than the Additional February Warrant Shares, was declared effective by the SEC on April 15, 2026. The Company and the PIPE Investors further agreed that the Company would prepare and file with the SEC, on or prior to the tenth calendar day after obtaining the requisite stockholder approval related to the exercise of the Additional February Warrants, a registration statement covering the resale of the Additional February Warrant Shares and to use its commercially reasonable efforts to have such registration statement declared effective as promptly as possible thereafter.

The February RRA further provides that we shall use commercially reasonable efforts to keep such registration statement(s) effective at all times until all February Registrable Securities covered by such registration statement(s) have been sold or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for us to be in compliance with the current public information requirement under Rule 144.

April 2026 Private Placement

On April 30, 2026, we entered into the April Purchase Agreement with the PIPE Investors, pursuant to which we (i) issued and sold to the PIPE Investors, at the initial closing on May 4, 2026 (the “Initial Closing”), April Notes in the aggregate principal amount of $6,300,000 (the “Initial April Notes”) and warrants (the “Initial April Warrants”) to purchase an aggregate of 3,917,099 shares of Common Stock (which is equal to 180% of the face value of the Initial April Notes divided by the Initial April Conversion Price, as defined below); (ii) agreed to issue and sell to the PIPE Investors, at the second closing (the “Second Closing”), April Notes in the aggregate principal amount of $6,700,000 (the “Second April Notes”) and warrants (the “Second April Warrants”) to purchase an aggregate of 4,165,805 shares of Common Stock (which is equal to 180% of the face value of the Second April Notes divided by the Initial April Conversion Price), such issuance to occur promptly after effectiveness of a registration statement registering the shares of Common Stock issuable upon conversion of the Initial April Notes (the “Initial April Conversion Shares”) and the Second April Notes (the “Second April Conversion Shares”), in each case calculated based on the Initial April Conversion Price, and the shares of Common Stock issuable upon exercise of the Initial April Warrants (the “Initial April Warrant Shares”) and the Second April Warrants (the “Second April Warrant Shares”); and (iii) agreed to sell and issue to the PIPE Investors, additional April Notes in the aggregate principal amount of up to $87,000,000 (the “Additional April Notes”) and warrants (the “Additional April Warrants”) to purchase a number of shares of Common Stock equal to 180% of the principal amount of the Additional April Notes that are issued divided by the Initial April Conversion Price (the “Additional April Warrant Shares”), such issuances of Additional Notes and Additional Warrants to be at additional closings (each, an “Additional Closing”) from time to time as determined by us and the PIPE Investors, subject to our and the PIPE Investors’ mutual consent to such sales and issuances (the “April Private Placement”). The Initial April Notes, Second April Notes and the Additional April Notes are hereinafter referred to collectively as the “April Notes.” The Initial April Warrants, Second April Warrants and Additional April Warrants are hereinafter collectively referred to as the “April Warrants.” The Initial April Conversion Shares, Second April Conversion Shares and Additional April Conversion Shares are hereinafter collectively referred to as the “April Conversion Shares.”

Table of Contents

The April Notes currently are, to the extent already issued, and will be, to the extent not yet issued, convertible into April Conversion Shares at the Initial April Conversion Price, and the April Warrants are, to the extent already issued, and will be, to the extent not yet issued, exercisable at the exercise price of the April Warrants, respectively. However, pursuant to the April Purchase Agreement and Nasdaq Listing Rule 5635(d), the conversion price of the April Notes may not be decreased below the Initial April Conversion Price unless and until stockholder approval of such adjustment, and the issuance of the additional shares of Common Stock that may result from such adjustment, is approved by our stockholders.

The Initial Closing

The Initial April Notes bear interest at a rate of 10% per annum, will mature 12 months from the date of issuance, subject to limited extension and, without taking into account any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of 2,176,168 shares of Common Stock, based on a conversion price of $2.895 per share (the “Initial April Conversion Price”). Assuming that the Initial April Notes accrue interest at 10% for a period of twelve (12) months, the Initial April Notes would be convertible into an aggregate of 2,393,784 shares of Common Stock, based on the Initial April Conversion Price. The Initial April Warrants have a term of six years from the date of issuance and are exercisable at a price of $2.67 per share of Common Stock (the “April Exercise Price”).

The Initial Closing of the April Private Placement closed on May 4, 2026. The net proceeds to us from the Initial Closing of the April Private Placement were approximately $5.7 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by us. Dawson James served as our exclusive placement agent in connection with the April Private Placement.

The Second Closing

Subject to the satisfaction of certain closing conditions, the Second Closing shall occur promptly after effectiveness of a registration statement registering the Initial April Conversion Shares and Second April Conversion Shares, in each case calculated based on the Initial April Conversion Price, and the Initial April Warrant Shares and the Second April Warrant Shares.

The Second April Notes shall have the same terms as the Initial April Notes, and, without taking into account any accrued and unpaid interest, will initially be convertible, at the option of the holder, into an aggregate of 2,314,336 shares of Common Stock, based on the Initial April Conversion Price. Assuming that the Second April Notes accrue interest at 10% for a period of twelve (12) months, the Second April Notes would be convertible into an aggregate of 2,545,770 shares of Common Stock, based on the Initial April Conversion Price. The Second April Warrants will have a term of six years from the date of issuance and will be exercisable at the April Exercise Price.

The net proceeds to us from the Second Closing of the April Private Placement are expected to be approximately $6.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that will be payable by us. Pursuant to the April Purchase Agreement, we agreed to use net proceeds from the April Private Placement, following the Second Closing, for the repayment of the outstanding February Notes, in an amount equal to 110% of the outstanding aggregate principal amount of such February Notes.

Additional Closings

SEC Form PRE 14A filed by RenX Enterprises Corp.