Corporate Actions

Regulation FD Disclosure. On February 23, 2026, Seaport Entertainment Group Inc. (the “Company”) issued a press release (the “Press Release”) announcing that Balloon Museum will open at the Tin Building in Summer 2026. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company, through a wholly owned indirect subsidiary, has entered into a lease with Balloon Museum that provides for an initial term of five years. Balloon Museum will also have the option to extend the term of the lease for two separate consecutive renewal terms of five years each. On February 23, 2026, the Company also issued a media advisory (the “Media Advisory” and, together with the Press Release, the “Announcements”) announcing that the Tin Building by Jean-Georges will close its operations effective February 23, 2026. A copy of the Media Advisory is attached

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 22, 2026, each of Sandra Froman, Christopher Killoy and Rebecca Halstead retired from the Board of Directors (the “Board”) of Sturm, Ruger & Company, Inc. (the “Company”). They did not resign by reason of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following such retirements, on February 22, 2026, the Board elected each of Aaron Rivers, Stephen Timm and Lorin Cassidy Wolfe to fill the vacancies on the Board created through such retirements, effective immediately. Mr. Rivers currently serves as the Chief Executive Officer of Dakkota Integrated Systems. Mr. Timm previously served as President of Collins Aerospace. Ms. Wolfe currently serves as Vice President, Business

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Retirement of President and Chief Executive Officer On February 19, 2026, the Board of Directors (the “Board”) of Stoneridge, Inc. (the “Company”) received notice of the retirement of James Zizelman, the Company’s President and Chief Executive Officer, from employment with the Company on May 20, 2026. Effective at 12:01 a.m. on April 1, 2026, Mr. Zizelman will step down as President and Chief Executive Officer and will serve the Company as a strategic advisor until May 20, 2026. During this period, Mr. Zizelman at his current compensation will support the leadership transition and provide advisory services to the Company. Mr. Zizelman’s retirement is not the result of any disagreement with the Company on any matter relating to the Company

and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. Forward-Looking Statements The information included in this Current Report on Form 8-K, including the press release furnished as Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the Company’s plans, objectives, strategies, financial performance and outlook, trends, prospects, and future events. Actual results may differ materially from those expressed or implied by such forward-looking statemen

Results of Operations and Financial Condition On February 23, 2026, Stepan Company (“Stepan”) issued a press release providing its financial results for the quarter and the year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. Item 8.01. Other Events On February 23, 2026, Stepan issued a press release announcing that its Board of Directors had declared a quarterly cash dividend on its common stock of $0.395 per share. The dividend will be paid on March 13, 2026, to common stockholders of record as of March 2, 2026. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number: 99.1 Description: Press Release of Stepan Company dated February 23, 2026 Exhibit Number: 99.2 Description: Press Release of

Other Events. On February 18, 2026, the Board of Directors (the “Board”) of South Plains Financial, Inc. (the “Company”) approved a new stock repurchase program for up to $10.0 million of the outstanding shares of the Company’s common stock (the “Stock Repurchase Program”). The Stock Repurchase Program will conclude on February 23, 2027, subject to the earlier termination or extension of the Stock Repurchase Program by the Board or the $10.0 million designated for the Stock Repurchase Program are depleted. A copy of the Company’s press release announcing the Stock Repurchase Program is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press release, dated February 23, 2026, announcing the Stock Repurchase Program. 104 Cover Page Interactive Data File (formatted as Inline XB

Results of Operations and Financial Condition On February 19, 2026, Socket Mobile, Inc. issued a press release reporting its results for the three and twelve months ended December 31, 2025. The full text of the press release is furnished as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Text of press release, dated February 19, 2026, titled "Socket Mobile Reports Fourth Quarter 2025 and Full Year Results". SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SOCKET MOBILE, INC. By: /s/ Lynn Zhao Name: Lynn Zhao Vice President, Finance and Administration and Chief Financial Officer Date: February 19, 2026 EX-99 2 pressrelease.htm EXHIBIT 99.1 Exhibit 99.1 Socket Mobile Reports Fourth Quarter 20

Unregistered Sales of Equity Securities. On February 10, 2026, the Company delivered a capital drawdown notice to its unitholders relating to the sale of approximately 3,654,035 shares of the Company’s common units, par value $0.001 per share (the “Common Units”) for an aggregate offering price of $74.25 million. The sale closed on February 18, 2026. The sale of Common Units was being made pursuant to subscription agreements entered into by the Company and its unitholders. Under the terms of the subscription agreements, unitholders are required to fund drawdowns to purchase shares of Common Units up to the amount of their respective capital commitments on an as-needed basis with a minimum of five business days’ prior notice to unitholders. The issuance of the Common Units is exempt from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”) purs

Entry into a Material Definitive Agreement. On February 20, 2026, SI-BONE, Inc. (the “Company”) and Orchard Commons, LLC (the “Landlord”) entered into a lease agreement (the “Lease”), pursuant to which the Company will lease approximately 50,485 square feet of space located at 88 West Plumeria Drive, San Jose, California 95134 (the “Premises”). The term of the Lease will commence on the earlier of (a) October 1, 2026 and (b) the date of the Company’s commencement of its business operations in substantially all of the Premises, and will expire on the date that is one hundred and two (102) months from such commencement date. The Company will have one option to extend the term of the Lease for an additional period of five (5) years. The Company also has a one-time right to lease the space of approximately 28,531 square feet that is contiguous to the Premises if and to the extent such spac

Completion of Acquisition or Disposition of Assets. On February 17, 2026, the registrant, Shorepower Technologies, Inc. a Delaware corporation (“Shorepower” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aeternum Health LLC, a Delaware limited liability company (“Aeternum Health”) under which Aeternum Health will be merged with and into Shorepower with Shorepower being the surviving entity (the “Merger”). Under the terms of the Merger Agreement, Jeff Kim, the President and CEO of Shorepower, will resign as an officer and as the sole director of Shorepower and will appoint the Manager of Aeternum Health, Paul Mann, as President and CEO of the Company and its sole member of the Board of Directors. The Company will then spin out its current assets involving the design, manufacturing and operation of transportation electrification equipment for

Regulation FD Disclosure. On February 24, 2026, representatives of Ryerson Holding Corporation (the “Company”) began making presentations to investors using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Investor Presentation”) and incorporated herein by reference. The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts, and others during the fiscal year ending December 31, 2026. The Investor Presentation includes financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). A reconciliation of the Non-GAAP Financial Measures to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, appears

Entry into a Material Definitive Agreement. On February 20, 2026, Resolute Holdings Management, Inc. (“Resolute” or the “Company”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (“JPMC”) entered into a new Credit Agreement (the “Credit Agreement”) to replace the Company’s existing $5 million senior secured revolving facility under that certain Credit Agreement, dated as of February 28, 2025, by and between the Company and JPMC (the “Existing Credit Agreement”), with an upsized $30 million senior secured revolving credit facility maturing on February 20, 2031. The existing senior secured revolving facility was undrawn prior to the refinancing and no amounts were repaid. Under the terms of the Credit Agreement, borrowings of the revolving loans shall bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a rate equal to the

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 19, 2026, Reborn Coffee, Inc., a Delaware corporation (the “Company”) received a notification letter (the “Letter”) from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer complies with Nasdaq’s independent director, audit committee, and compensation committee requirements as set forth in Nasdaq Listing Rule 5605. However, consistent with Nasdaq Listing Rules, Nasdaq will provide the Company a cure period in order to regain compliance as follows: (i) until the earlier of the Company’s next annual stockholders’ meeting or February 13, 2027, or (ii) if the next annual stockholders’ meeting is held before August 12, 2026, then the Company must evidence compliance no later than August 12, 2026. The Le

by reference is an investor presentation that IQM has prepared for use in connection with the Transactions. The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1 and 99.2. Forward-Looking Statements This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Priv

Regulation FD Disclosure. On February 23, 2026, ProCap Financial, Inc. (the “Company”) issued a press release announcing that the Company repurchased 148,241 shares of its common stock in the open market on February 20, 2026, at approximately a 35% discount to the Company’s net asset value per share. The press release also announced the Company’s commitment to an ongoing share repurchase program while its shares trade at a discount to net asset value. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed i

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 20, 2026, the Board of Directors (the “Board”) of Primerica, Inc. (the “Company”) approved and adopted the Company’s Fourth Amended and Restated By-Laws (the “Fourth Amended and Restated By-Laws”). The Fourth Amended and Restated By-Laws amended the Company’s then-existing by-laws to require the Board to call a special meeting of stockholders upon the written request of one or more stockholders of record who own (or if, such request is made by stockholders of record on behalf of one or more beneficial owners, such beneficial owners who own), in the aggregate, not less than a majority of the voting power of all the Company’s shares entitled to vote on the matters to be brought before the proposed special meeting (the “Requisite Percentage”). The Fourth Amended and Restated By-Laws set forth certain info

Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (a) Retirement of Edward L. Cahill Edward L. Cahill, a member of the Board of Directors (the “Board”) of Phreesia, Inc. (the “Company”), submitted notice on February 23, 2026 that he will retire from the Board at the end of his current term and will not stand for re-election at the Company's 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The decision by Mr. Cahill to retire as a director was not a result of any disagreement with the Board or management of the Company. Mr. Cahill serves as a member of the Board’s Compensation Committee. The Board thanks Mr. Cahill for his years of service and contributions to the Company. Retirement of Michael Weintraub Michael Weintraub, Chair of the Board, submitted notice on February 23, 2

Regulation FD Disclosure On February 23, 2026, Pelican Acquisition Corporation (the “Company” or “Pelican”) issued a press release announcing that the Company, along with Greenland Energy Company, had secured critical arctic logistics support and selected Desgagnés to mobilize for Jameson Land Basin Drilling. The information in this Item 7.01, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Additional Information About the Business Combination and Where to Find It In connection with the business combination by a

Results of Operations and Financial Condition On February 23, 2026, Paymentus Holdings, Inc. issued a press release reporting its financial results for the three months and full year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless o

RESULTS OF OPERATION AND FINANCIAL CONDITION On February 23, 2026 we issued a news release reporting the results of our operations for the quarter and year ended December 31, 2025. The text of the release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 99.1 News release issued on February 23, 2026 reporting results of ProAssurance's operations for the quarter ended December 31, 2025. The information we are furnishing under Item 9.01 of this Current Report on Form 8K, including Exhibit 99.1, is not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) as amended, or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regar

Results of Operations and Financial Condition. On February 23, 2026, Perpetua Resources Corp. (the “Company”) published an investor presentation (the “Presentation”) that includes, among other updates, disclosure with respect to the Company's cash balance as of December 31, 2025 and updated capitalization. A copy of the Presentation is attached as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless expressly incorporated by specific reference in such filing. Item 7.01 Regulation F

Entry into a Material Definitive Agreement. On February 22, 2026, PENN Entertainment, Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with HG Vora Capital Management, LLC and certain related parties (collectively, “HG Vora”). The Cooperation Agreement provides, among other things, that the Board of Directors (the “Board”) of the Company will take all action necessary to appoint Heather Ace as a Class II director with a term expiring at the Company’s 2028 Annual Meeting of Shareholders, Jeffrey Fox as a Class II director with a term expiring at the Company’s 2028 Annual Meeting of Shareholders and Fabio Schiavolin as a Class III director with a term expiring at the Company’s 2026 Annual Meeting of Shareholders. The Cooperation Agreement further provides that the Company will use its reasonable best efforts to cause the election of Mr. Schiavolin a

Results of Operations and Financial Condition. On February 23, 2026, Ovintiv Inc. (the “Company”) issued a news release announcing its financial and operating results for its fourth quarter and full year ended December 31, 2025. In connection with this announcement, the Company provided an earnings release and certain selected and supplemental financial information. A copy of the news release and supplemental financial information are attached as Exhibit 99.1 and 99.2 to this Current Report on Form 8-K. The information contained in this report, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933,

Regulation FD Disclosure. On February 20, 2026, Outdoor Holding Company (the “Company”) issued a press release disclosing the Settlement Agreement (as defined below) and related matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 8.01. Other Information. On February 20, 2026, the Company and its wholly owned subsidiary, Outdoors Online, LLC

Results of Operations and Financial Condition. On February 23, 2026, ORIC Pharmaceuticals, Inc. (the “Company”), issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. All of the information furnished in this Item 2.02 and Item 9.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Appointment of New Director Through action taken by Unanimous Written Consent, effective February 23, 2026, the Board of Directors (the “Board”) of The Oncology Institute, Inc. (the “Company”) filled a vacancy on the Board by appointing Kimberly Tzoumakas to the Board. After conducting appropriate due diligence, the Nominating and Corporate Governance Committee of the Board determined that Ms. Tzoumakas was a qualified candidate who meets the independence requirements under Nasdaq listing rules and has the expertise to contribute effectively to the Board. The Board has not appointed Ms. Tzoumakas to any committees at this time. Ms. Tzoumakas’s term as a director will expire at the Company’s next annual meeting of stockholders, at which ti

Results of Operations and Financial Condition. On February 23, 2026, Offerpad Solutions Inc. issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Nu

Entry into a Material Definitive Agreement On February 18, 2026, The OLB Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue, in a private placement offering, (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,857,142 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”) and (ii) common warrants (the “Warrants”) to purchase up to 3,571,428 shares of Common Stock (the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”), at a combined purchase price per Pre-Funded Warrant and accompanying Warrants of $1.05 (inclusive of the exercise price of $0

Regulation FD Disclosure. On February 23, 2026, Off The Hook YS Inc. (the “Company”) issued a press release: “Off The Hook to Host Investor Webinar to Discuss APEX Acquisition Expected to Add $30M in Revenue and Deliver $3M in Annual Cost Savings”. A copy of the press release is attached hereto as Exhibit 99.1. The information under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibits 99.1 Press Release of Off the Hook YS Inc. entit

Results of Operations and Financial Condition. On February 23, 2026, Octave Specialty Group, Inc. issued a press release announcing financial results for its fourth quarter ended December 31, 2025. Exhibit 99.1 is a copy of such press release and is incorporated by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Ambac Financial Group, Inc. under the Securities Act of 1933 or the Exchange Act. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 99.1 Press Release dated November 10, 2025 EXHIBIT INDEX Exhibit Number Exhibit Description 99.1 Press Release dated Febr

Entry into a Material Definitive Agreement. ABL Amendment On February 19, 2026, Novelis Inc. (the “Company” or “we”) entered into an amendment (the “ABL Amendment”) to its Second Amended and Restated Credit Agreement (as previously amended and as amended by the ABL Amendment, the “ABL Facility”), dated as of October 6, 2014, among the Company and subsidiary borrowers party thereto, the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders and issuing banks party thereto. The ABL Amendment modifies the ABL Facility by increasing the maximum revolving amount by $500.0 million to $2,500.0 million. All other material terms of the ABL Facility remain unchanged. The foregoing description of the ABL Amendment is a general description and is qualified in its entirety by reference to the full text of the ABL Amendment, whi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 17, 2026, Duaine C. Espegard, a director of NI Holdings, Inc. (the “Company”), advised the Company's Board of Directors that he will not stand for re-election at the Company’s 2026 annual meeting of stockholders. Mr. Espegard’s decision to not stand for re-election is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Espegard will serve out the remainder of his term, which will end at the Company’s 2026 annual meeting of stockholders. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NI Holdings, Inc. Date: February

Entry into a Material Definitive Agreement. On February 18, 2026, NextNRG, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “February 18 SPA”) with an investor (the “Purchaser”). Pursuant to the terms of the February 18 SPA, the Company agreed to sell, and the Purchaser agreed to purchase, 133,333 shares of the Company’s common stock at a purchase price of $100,000, representing a price per share of $0.75. The February 18 SPA contains customary representations, warranties and covenants. The foregoing description of the February 18 SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the February 18 SPA, a copy of which is filed herewith as Exhibit 10.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Stock Purchase Agreement, dated as of February 18, 2026, by and between the regist

Other Events. As previously reported, under News Corporation's (the "Company's") stock repurchase program (the "Repurchase Program"), the Company is authorized to acquire from time to time up to $1 billion in the aggregate of the Company's outstanding shares of Class A common stock and Class B common stock. Under the rules of the Australian Securities Exchange (the "ASX"), the Company is required to provide to the ASX, on a daily basis, disclosure of transactions pursuant to the Repurchase Program, if any. The Company also discloses information concerning the Repurchase Program in the Company's quarterly and annual reports. Attached as Exhibit 99.1 and Exhibit 99.2 are copies of the information provided to the ASX on the respective dates noted therein. Such information contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These