Integrated Rail & Resources raises $5M via Series A Convertible Preferred; 12% dividend, conversion at $10/share

INTEGRATED RAIL & RESOURCES INC.

First closing of 25,500 shares ($2.55M) occurred Jan 23; second mandatory closing of 24,500 shares ($2.45M) on Feb 6, 2026.
Investor has option to purchase up to 30,000 additional shares ($3M) within 60 days, subject to mutual agreement.
Preferred stock pays 12% annual dividend, convertible at $10/share, with anti-dilution and standard protective provisions.
Proceeds applied per agreed operating budget; company pursuing listing on Nasdaq or NYSE.
No director or officer has material interest; investor is accredited and no placement agent was used (except Stifel).

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

INTEGRATED RAIL & RESOURCES INC. issued 50,000 shares of its Series A Convertible Preferred Stock of preferred stock to Creto IRRX PIPE Investment, LLC for gross proceeds of approximately $5,000,000.

Security: preferred stock
Shares: 50,000 shares of its Series A Convertible Preferred Stock
Purchaser: Creto IRRX PIPE Investment, LLC
Consideration: gross proceeds of approximately $5,000,000

Exact text from the filing

On January 23, 2026 (the “Closing Date”), Integrated Rail & Resources Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Creto IRRX PIPE Investment, LLC (the “Investor”), pursuant to which the Company agreed to sell an aggregate of 50,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share and stated value $100.00 per share (the “Preferred Stock”), for gross proceeds of approximately $5,000,000 in a private placement.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

INTEGRATED RAIL & RESOURCES INC.: Filed Certificate of Designations establishing Series A Convertible Preferred Stock, setting forth designations, preferences, rights and limitations (effective 2026-01-23).

Change: charter amendment
Effective: 2026-01-23

Exact text from the filing

On January 23, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the Series A Convertible Preferred Stock and setting forth its designations, preferences, rights and limitations (filed as Exhibit 3.1 to this Current Report on Form 8-K).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

INTEGRATED RAIL & RESOURCES INC. entered into Securities Purchase Agreement with Creto IRRX PIPE Investment, LLC valued at approximately $5,000,000 (effective 2026-01-23).

Action: entry
Agreement: equity purchase
Counterparty: Creto IRRX PIPE Investment, LLC
Value: approximately $5,000,000
Effective: 2026-01-23

Exact text from the filing

On January 23, 2026 (the “Closing Date”), Integrated Rail & Resources Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Creto IRRX PIPE Investment, LLC (the “Investor”), pursuant to which the Company agreed to sell an aggregate of 50,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share and stated value $100.00 per share (the “Preferred Stock”), for gross proceeds of approximately $5,000,000

View on SEC.gov

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Source: SEC EDGAR

accession 0001213900-26-018878

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