NEXTNRG, INC. (NXXT)

ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe
harbor for forward-looking statements made by or on behalf of NextNRG, Inc. (“NextNRG,” “we,”
“us,” “our,” or the “Company”). The Company and its representatives may from time to time make
written or oral statements that are “forward-looking,” including statements contained in this report and other filings
with the Securities and Exchange Commission (“SEC”) and in our reports and presentations to stockholders or potential
stockholders. In some cases, forward-looking statements can be identified by words such as “believe,”
“expect,” “anticipate,” “plan,” “potential,” “continue” or similar
expressions. Such forward-looking statements include risks and uncertainties and there are important factors that could cause actual
results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and
uncertainties can be found in Part I, Item 1A, “Risk Factors,” of Amendment No. 1 to the Company’s Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2025, as the same may be updated from time to time, including in Part II, Item
1A, “Risk Factors,” of this Quarterly Report on Form 10-Q.

Although
we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to
foresee or identify all factors that could have a material effect on the future financial performance of the Company. The forward-looking
statements in this report are made on the basis of management’s assumptions and analyses, as of the time the statements are made,
in light of their experience and perception of historical conditions, expected future developments and other factors believed to be appropriate
under the circumstances.

Except
as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions
to any forward-looking statement contained in this Quarterly Report on Form 10-Q and the information incorporated by reference in this
report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any
statement is based.

The
following discussion and analysis provides information we believe is relevant to an assessment and understanding of our unaudited
condensed consolidated operating results and financial condition. The following discussion should be read in conjunction with our
unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and the notes thereto
included in this Quarterly Report on Form 10-Q, as well as our other reports filed with the SEC from time to time, including, but
not limited to, Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2025.

Overview

NextNRG
is Powering What’s Next by implementing artificial intelligence (“AI”) and machine learning (“ML”) into
renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand
mobile fuel delivery to create an integrated ecosystem.

At
the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’
energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management
alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency. These microgrids are
designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities
and government properties, expanding energy accessibility.

NextNRG
continues to expand its growing fleet of fuel delivery trucks and national footprint. NextNRG is also integrating sustainable energy
solutions into its mobile fueling operations. The company hopes to be an integral part of assisting its fleet customers in their transition
to EV, supporting more efficient fuel delivery while advancing clean energy adoption. The transition process is expected to include the
deployment of NextNRG’s innovative wireless EV charging solutions.

3

Revenue
Sources

Sale
of Electricity

Solar
Electricity

NextNRG
plans to derive its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy
credits, and performance-based incentives. A portion of NextNRG’s power sales revenues is expected to be earned through the sale
of energy (based on kilowatt hours) pursuant to the terms of Power Purchase Agreements (“PPAs”). NextNRG’s PPAs will
typically have fixed or floating rates and are expected to be generally invoiced monthly.

Wireless
EV Charging

NextNRG
plans to sell energy to its wireless EV charging customers.

NextNRG
also plans to sell its innovative solutions to property owners, parking facilities, municipalities, and government agencies, as well
as charge point operators, empowering the growth of sustainable transportation infrastructure.

NextNRG
plans to generate revenue from the deployment of solar and battery storage solutions where applicable to further take advantage of the
renewable energy industry. Energy pricing is based on peak/off-peak rates at any given charging location. NextNRG plans to negotiate
our own PPA accordingly. NextNRG is also planning to sell energy to electric vehicle owners via wireless EV charging.

SaaS
& Licensing

Software
as a Service (“SaaS”) Agreements

NextNRG
plans to generate revenue from the sale of its energy management software under SaaS agreements with utility companies; microgrid companies;
and renewable energy generation companies. Additionally, any traditional customers which would like to own their own energy generation
systems will have the option of entering a SaaS agreement to purchase rights to the technology.

Hardware
Licensing

NextNRG
plans to generate licensing revenues from competitors or ancillary business participants who desire to utilize or integrate NextNRG’s
intellectual property, hardware, or software solutions within their proprietary product.

4

Sale
of Hardware

NextNRG
plans to generate revenues from the sale of hardware, e.g. solar panels, battery storage solution equipment, wireless charging
pad or bumper and vehicle receiver technology.

Potential
Customers

Potential
customers include property owners, electrical supply companies, management companies, all levels of government, original equipment manufacturers,
tribal land, car manufacturers, EV charging companies, wholesale electricity providers, utilities, and fleet owners.

Mobile
Fueling

Mobile
Fuel Delivery

NextNRG’s
mobile fueling solution is an on-demand and subscription fuel delivery service that brings fuel directly to consumers, commercial fleets,
and specialty vehicles at homes, workplaces, and job sites. Leveraging digital technology and GPS-based systems, this service responds
to the increasing preference for home and workplace product deliveries. Particularly, our fleet services are experiencing significant
growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize operations and reduce downtime.
For the six months ended June 30, 2026 and the year ended December 31, 2025, we derived the majority of our revenues from mobile fuel deliveries.

Recent
Developments

Receivables
Agreement

On
March 9, 2026, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Receivables Agreement”), dated
as of March 5, 2026, with Funderzgroup LLC DBA Monetafi (the “Purchaser”). Pursuant to the Receivables Agreement, the Company
agreed to sell to the Purchaser 6.87% (the “Specified Percentage”) of the Company’s future receipts until $2,772,000
(the “Purchased Amount”) has been delivered to the Purchaser. In consideration, the Purchaser paid $2,100,000 to the Company,
less applicable fees in the amount of $105,035. The Company agreed to deliver to the Purchaser a fixed amount, initially equal to $231,000
on a biweekly basis, that the parties agreed to be a good faith approximation of the Specified Percentage of the future receipts.

As
security for payment and performance of the Company’s obligations, the Company granted the Purchaser a first-priority lien on all
of the Company’s accounts, including, but not limited to, deposit accounts, accounts receivable, other receivables and inventory.
Upon the occurrence of an event of default, the entire unpaid portion of the Purchased Amount becomes immediately due, together with
specified damages, and bears simple interest at a rate of 9% per annum from the default date until paid in full. The Receivables Agreement
does not have a fixed duration and will expire on the date on which the Purchased Amount and all other sums due to the Purchaser are
paid in full.

Michael
D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder, personally
guaranteed the Company’s obligations under the Receivables Agreement. The Company accounts for the Receivables Agreement as debt
in accordance with ASC 470. As of June 30, 2026, the outstanding balance under the Receivables Agreement was $664,988.

Leviston
SPA

On
April 1, 2026, the Company and Leviston Resources, LLC (“Leviston”) entered into a Securities Purchase Agreement dated
as of April 1, 2026 (the “Leviston SPA”), pursuant to which the Company agreed to sell, and Leviston agreed to purchase,
a senior secured convertible promissory note in the principal amount of $1,724,444 (the “Leviston Note”) for a purchase
price of $1,552,000. The Leviston Note carries an original issue discount of $172,444. The Company also incurred debt issuance costs
of $15,000 in connection with the Leviston Note. Pursuant to the terms of the Leviston SPA, the Company agreed to issue 243,300
shares of the Company’s common stock to Leviston as additional consideration for the Leviston Note. Such shares were issued on
April 1, 2026.

Leviston
has rollover rights and piggyback registration rights pursuant to the terms of the Leviston SPA. In addition, until the later of (i)
October 1, 2027 or (ii) the date that the balance due under the Leviston Note is paid in full, Leviston has a right of participation
in, and a right of first refusal regarding, any financing transaction. The Company has also granted Leviston “most favored nation”
rights for so long as any obligations remain outstanding under the transaction documents.

The
Leviston SPA contains customary representations, warranties and covenants for a transaction of this type.

The
transactions that were the subject of the Leviston SPA closed on April 1, 2026.

Leviston
Note

The
Leviston Note bears interest at a rate of 10% and matures on October 1, 2026. Interest is guaranteed for the entirety of the six-month
term of the Leviston Note, regardless of any reduction of the principal amount, conversion or prepayment. The Leviston Note is a senior
secured obligation of the Company, with first priority over all current and future indebtedness; provided, however, that the Company
may close equipment financing, with such financing secured by first priority lien(s) against the equipment being financed and second
priority lien(s) (behind Leviston’s security interest) against the Company’s other assets. The Company’s obligations
under the Leviston Note are secured pursuant to the terms of the Pledge and Security Agreement, dated as of April 1, 2026, by and between
the Company and Leviston (the “Leviston Security Agreement”).

The
Leviston Note is convertible into shares of the

[Excerpt truncated for page length; source filing is linked above.]

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The
following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition,
liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included
in this Annual Report on Form 10-K and the audited financial statements and notes thereto as of and for the year ended December 31, 2025
and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Unless the context requires
otherwise, references in this Annual Report on Form 10-K to “we,” “us,” and “our” refer to NextNRG,
Inc.

Overview

We
were incorporated under the laws of Delaware in March 2019. We are in the business of operating mobile fueling trucks and are headquartered
in Miami, Florida. NextNRG provides its customers with the ability to have fuel delivered to their vehicles (cars, boats, trucks) without
leaving their home or office and to construction sites, generators and reserve tanks.

Our
mobile fueling solution gives our fleet, consumer and other customers the ability to fuel their vehicles with the touch of an app or
regularly scheduled service, and without the inconvenience of going to the gas station.

Critical
Accounting Policies and Estimates

Management’s
discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which
were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these consolidated
financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, and expenses.
Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions, and those differences may
be material.

While
our significant accounting policies are more fully described in Note 2—Summary of Significant Accounting Policies of
the Notes to Consolidated Financial Statements included in this annual report, we believe the following discussion addresses our most
critical accounting policies, which are those that are most important to our financial condition and results of operations and which
require our most difficult, subjective and complex judgments.

Principles
of Consolidation

The
consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned
subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by the Financial Accounting
Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation”.

41

In
accordance with ASC 810-10, consolidation applies to:

All
intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments
and relationships to assess consolidation requirements.

Business
Combinations, Asset Acquisitions, and Reverse Acquisitions

The
Company accounts for acquisitions in accordance with ASC 805, “Business Combinations,” and applicable SEC reporting requirements
under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted
for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company
evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure
requirements.

Business
Combinations

For
transactions classified as business combinations, the Company:

Significant
judgments in fair value determinations include:

For
SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant.
The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests.

Asset
Acquisitions

For
transactions classified as asset acquisitions under ASC 805-50, the Company:

42

The
classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen
test. Incorrect classification can materially impact:

Reverse
Acquisitions

A
reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the accounting acquiree, and
the entity whose equity interests are acquired (the legal acquiree) is identified as the accounting acquirer under ASC 805-40, “Reverse
Acquisitions.”

Accounting
for Reverse Acquisitions

Disclosure
Requirements for Reverse Acquisitions

Under
SEC Regulation S-X, Rule 3-05, and Regulation S-K, Items 101 and 303, the Company must disclose:

For
SEC registrants, a reverse merger with a public shell company may also trigger “Super 8-K” reporting requirements under Form
8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.

Regulatory
and Financial Reporting Considerations

For
SEC registrants, acquisitions may trigger additional disclosure and reporting requirements:

The
Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC
805, SEC reporting requirements, and regulatory guidance.

Use
of Estimates and Assumptions

The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the
recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences
could be material.

43

In
accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively.
The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative
and qualitative assessments that it believes are reasonable under the circumstances.

Significant
estimates for the years ended December 31, 2025, and 2024, respectively, include:

Risks
and Uncertainties

The
Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic
fluctuations. The Company’s operations are exposed to signi

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]