8-K filed February 20, 2026, 6:59 PM ET CIK 0002044112

other material confidence high sentiment neutral materiality 0.50

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

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Source-grounded claims

2775202cd9ccf36b1b55c89fa3837938f9e4da7d

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).

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).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

d486a68ce2666b9c0b4ea81ab5adf7f9d88f2910

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).

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

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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same fact type: governance_change, material_agreement same SEC item: 1.01, 5.03, 9.01 same event type: other_material similar materiality

This 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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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

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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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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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same fact type: material_agreement same SEC item: 1.01, 3.02, 9.01 same event type: other_material similar materiality

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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

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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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same fact type: governance_change same SEC item: 3.03, 5.03, 9.01 same event type: other_material similar materiality

This 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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Source: SEC EDGAR

accession 0001213900-26-018878

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