Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors

On October 30, 2026, Millard "Flip" Wallen, III resigned as a member of the board of directors (the "Board") of KiNRG, Inc. (the "Company"), with immediate effect. Mr. Wallen's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. Ronald Pickett, CEO of KiNRG was elected President of TRINITY Group Construction, Inc. ("TRINITY"), and Mr. Wallen is expected to serve as Founder & Strategic Advisor for business development for TRINITY.

On October 31, 2026, Troy A. Herring resigned as a member of the Board, Audit Committee and Compensation Committee with immediate effect. Mr. Herring's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

On November 2, 2026, Livian L. Jones resigned as a member of the Board, Compensation Committee and Nominating and Governance Committee with immediate effect. Ms. Jones' resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

On November 3, 2026, Mossadaq Chughtai resigned as a member of the Board, Audit Committee and Nominating and Governance Committee with immediate effect. Mr. Chughtai's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

Appointment of Directors

On November 4, 2026, the Board appointed Arthur Dammarrel and Jon Vincent as members of the Board to fill two of the vacancies created by recent departures. Mr. Vincent was appointed to serve as Chair of the Audit Committee, and Mr. Dammarrel was appointed to serve on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Appointment of Chief Operating Officer

On November 4, 2026, John Vasilj was appointed as the Company's Chief Operating Officer.

Mr. Vasilj is a seasoned business transformation executive with extensive experience partnering with corporate and government leaders to drive growth and increase operational efficiency through technology integration and innovating at scale. His background includes leading the build and delivery of several billion USD in revenue around large-scale digital and AI initiatives as Accenture's US Industrial Services Lead, US Mid-Market Lead and Lead of North America Transportation, among other roles. As Chief Technology Officer of the Chicago Transit Authority, Mr. Vasilj led the expansive technology, security, and next generation data infrastructure portfolio of one of the nation's largest public transportation systems, receiving multiple awards including the Chicago Innovation Award. His early career experience involved international real estate development and management and serving multiple posts as foreign service staff of the Republic of Croatia. Mr. Vasilj earned a Government and International Relations degree from Georgetown University.