SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kleiner Joel

(Last)

(First)

(Middle)

C/O NEXTNRG, INC.

67 NW 183RD STREET

(Street)

MIAMI

33139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2025

3. Issuer Name and Ticker or Trading Symbol
NEXTNRG, INC. [ NXXT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to purchase shares of Common Stock	04/09/2025⁽¹⁾	⁽²⁾	Common Stock, par value $0.0001 per share	1,143,000⁽¹⁾	$2.6	D

Explanation of Responses:

1. Options to purchase shares of common stock granted pursuant to NextNRG, Inc. 2023 Equity Incentive Plan, as amended, and option agreement by and between the Issuer and the Reporting Person, dated as of May 5, 2025. Such grant of options was previously approved by the Compensation Committee of the Board of Directors of the Issuer on April 9, 2025. Further, such options are subject to the following vesting schedule: (i) 285,750 such options on April 9, 2025, (ii) 285,750 such options on April 9, 2026, (ii) 285,750 such options on April 9, 2027, and (iii) 285,750 such options on April 9, 2028.

2. Options to purchase shares of common stock expire five (5) years after the applicable vesting date.

	/s/ Joel Kleiner	05/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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