Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Series A Preferred Stock Financing

On September 25, 2026, Integrated Rail & Resources Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Huntington Oil & Gas III, LLC ("Huntington") for the sale of 9,444 shares of the Company's Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at $100.00 per share, for an aggregate purchase price of $944,400.

The Company and Huntington also executed a binding term sheet dated September 25, 2026 (the "Term Sheet") relating to the same investment. The Term Sheet provides for a closing no later than October 31, 2026; conditions Huntington's obligation to close on the concurrent purchase by Creto IRRX PIPE Investment, LLC ("Creto") of 6,000 shares of Series A Preferred Stock for $600,000 under a separate securities purchase agreement and on the Company's filing of a certificate of increase in Delaware before or concurrently with the closing; states that Huntington has waived all other closing conditions; and permits Huntington to terminate if the Creto purchase does not occur.

The Purchase Agreement contains representations, warranties, covenants and indemnification provisions and, subject to its limitations, permits either party to terminate if closing has not occurred by the later of October 31, 2026 and five business days after satisfaction or waiver of the conditions to that party's obligation to close.

As of October 5, 2026, the Company had received $600,000 from Huntington, in tranches of $100,000 and $500,000, as advance payment toward the aggregate purchase price, leaving $344,400 unfunded as of that date. Under the Purchase Agreement, the closing, and the issuance of the Series A Preferred Stock, will occur on the date the full purchase price is paid. The Company intends to use the proceeds for operational purposes and to advance the development of its Vernal refinery.

The Series A Preferred Stock has the rights, preferences and privileges set forth in the Company's existing Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed in Delaware on January 23, 2026 (the "Certificate of Designations"), on the same terms as the Company's other outstanding shares of Series A Preferred Stock. These include cumulative dividends at 12% per annum, subject to increase as provided therein, a liquidation preference, conversion at the holder's option into common stock at an initial conversion price of $10.00 per share, and redemption, voting and protective provisions, in each case subject to the adjustments and limitations in the Certificate of Designations.