UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 8-K

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 2316, 2026

INTEGRATED RAIL & RESOURCES INC.
(f/k/a Uinta Infrastructure Group Corp.)

(Exact name of registrant as specified in its charter)

Delaware		000-56805		33-1825873
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employment Identification No.)

400 W. MORSE BOULEVARD, SUITE 220
WINTER PARK, FL 32789

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (321) 972-1583

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~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. The transaction will occur in two closings: the first closing for 25,500 shares occurred on January 23, 2026, and a second mandatory closing for 24,500 shares occurred on February 6, 2026. The Purchase Agreement also includes an option for the Investor to purchase up to an additional 30,000 shares of Preferred Stock for $3,000,000 within sixty (60) days of the Closing Date, subject to the mutual agreement of the Company and the Investor. No director or executive officer of the Company has any material interest in the Purchase Agreement, and the Company has no material relationship with the Investor other than as described herein.

~~The~~On ~~Preferred~~March ~~Stock~~9, ~~was~~2026, ~~and~~Integrated ~~will~~Rail be& ~~issued in~~Resources ~~book-entry~~Inc. ~~form~~(the ~~against~~“Company”) ~~receipt~~entered ofinto ~~wired~~a ~~funds~~Securities Purchase Agreement (the “Purchase Agreement”) with B H, Inc., ~~The~~a Utah ~~Investor~~corporation is(the “Buyer”), pursuant to which the Company agreed to issue and deliver to the Buyer an ~~accredited~~aggregate ~~investor~~of 7,056 shares ~~and~~of the ~~private~~Company’s ~~placement~~Series isA ~~being~~Convertible ~~conducted~~Preferred inStock, par value $0.0001 per share (the “Preferred Shares”). ~~reliance~~As onof ~~exemptions~~February ~~from~~17, ~~registration~~2026, ~~under~~the Company owed Buyer $1,455,589 in the ~~Securities~~aggregate. ~~Act~~After a cash payment of ~~1933~~$750,000 asmade ~~amended~~on February 18, 2026 by the Company to the Buyer, $705,589 remained outstanding (taken together with all accrued interest, fees and other amounts, the “~~Securities Act~~Debt”). Upon issuance of the Preferred Shares, the Debt is deemed fully satisfied, discharged and cancelled, and the Buyer has released all claims against the Company arising out of or related to the Debt.

InThe ~~connection~~Preferred ~~with~~Shares have the ~~transaction~~designation, ~~the Company~~preferences, ~~agreed~~rights, toprivileges ~~customary~~and ~~covenants,~~conditions ~~including~~specified ~~information~~in ~~and~~the ~~“blue~~relevant ~~sky”~~Certificate ~~undertakings~~of Designations, ~~applying~~as filed with the ~~proceeds~~Secretary ~~consistent~~of ~~with~~State anof Delaware ~~agreed~~on ~~operating~~January ~~budget~~23, ~~timely~~2026 ~~filing~~(as ofpreviously adisclosed), ~~Form~~including ~~8-K disclosing~~ the ~~transaction,~~right ~~execution~~to ~~and~~convert ~~delivery~~into shares of athe ~~resale~~Company’s ~~registration~~common ~~rights agreement~~stock. ~~(the~~The ~~“Registration~~Preferred Shares ~~Rights~~were ~~Agreement”),~~offered and ~~maintaining~~sold ato ~~sufficient~~Buyer ~~number~~in ofreliance ~~authorized~~upon ~~but~~exemptions ~~unissued~~from ~~shares~~the ~~of common~~registration ~~stock~~requirements toof ~~permit~~the ~~full~~Securities ~~conversion~~Act of 1933 (the “Securities ~~Preferred~~Act”), ~~Stock~~as amended.

The ~~Company~~Purchase ~~established~~Agreement ~~the~~contains ~~preferences,~~customary ~~rights~~representations, warranties and ~~limitations~~covenants, ofincluding ~~the Preferred Stock pursuant to~~ a ~~Certificate~~covenant ofby ~~Designations,~~the ~~Preferences~~Company ~~and~~to ~~Rights~~maintain ofa ~~Series~~sufficient Areserve ~~Convertible Preferred Stock~~ of ~~the~~authorized ~~Company~~common ~~(the~~stock ~~“Certificate~~for ~~of Designations”) under~~ the ~~Company’s “blank-check” preferred authority,~~conversion ~~which authorizes 80,000 shares~~ of ~~Series A~~ Preferred ~~Stock~~Shares. ~~with~~The anPurchase ~~initial~~Agreement ~~stated~~also ~~value~~contains ofcustomary ~~$100.00~~indemnification ~~per~~obligations ~~share. The Certificate~~ of ~~Designations includes~~the ~~customary~~Company ~~conversion~~to ~~mechanics,~~the ~~anti-dilution~~Buyer ~~protections, redemption~~ and ~~liquidation~~its ~~rights,~~related parties ~~and~~for ~~certain~~losses ~~consent~~arising ~~rights~~out ~~while the~~of ~~value~~any breach of the ~~Investor~~Company’s ~~Preferred~~representations, ~~Stock exceeds $1~~warranties,~~000,000~~ ofcovenants ~~Accumulated~~or ~~Stated~~obligations ~~Value (as defined in the Certificate of Designations)~~thereunder. ~~remain~~The ~~outstanding.~~Purchase ~~Capitalized~~Agreement ~~terms~~is ~~used~~governed ~~herein~~by ~~but not otherwise defined shall have~~ the ~~meanings~~laws ~~set~~of ~~forth in~~ the ~~Certificate~~State of ~~Designations~~Delaware.

~~Key~~At ~~terms~~the ofclosing, ~~the~~Buyer ~~Preferred~~executed ~~Stock~~and ~~include:~~delivered a ~~dividend~~ ~~rate~~Joinder of(the ~~12.00% per annum~~“Joinder”), ~~payable~~dated as ~~set~~of ~~forth~~March in9, ~~the~~2026, ~~Certificate~~to ofthat ~~Designations~~certain ~~and~~Registration ~~accruing~~Rights ~~from~~Agreement, ~~the~~dated ~~date~~as of ~~issuance;~~January ~~a liquidation~~23, ~~preference~~2026, ~~equal to~~ (the ~~greater~~“Registration ofRights (iAgreement”) ~~the~~by ~~Accumulated Stated Value~~ and ~~(ii)~~among the ~~as-converted~~Company ~~value~~and ~~based~~Creto onIRRX ~~the~~PIPE ~~then-applicable Conversion Price~~Investment, ~~ranking pari passu with any Parity Securities~~LLC, ~~senior~~a toDelaware ~~the Company’s Junior Securities, and subject to any Senior Securities;~~limited ~~conversion~~liability ~~at an initial Conversion Price of $10.00 per share~~company, as ~~set~~previously ~~forth~~disclosed. inPursuant ~~the Certificate of Designations (subject~~ to ~~customary~~the ~~adjustments~~Joinder, ~~including~~ ~~broad-based~~Buyer ~~weighted-average~~agreed ~~anti-dilution), subject~~ to ~~authorized~~become ~~share availability limitations and customary conversion procedures; redemption rights in favor of the holders upon~~ a ~~Change~~party ofto ~~Control and, if~~ the ~~Company~~Registration isRights ~~not then listed on The Nasdaq Stock Market LLC~~Agreement orand ~~the~~to ~~New~~be ~~York~~fully ~~Stock~~bound ~~Exchange~~by, atentitled ~~any~~to ~~time~~all ~~following~~ the ~~seventh~~rights ~~anniversary~~and benefits of, ~~the Original Issue Date;~~ and ~~voting~~subject ~~rights~~ to ~~vote~~the ~~with holders~~terms of ~~common stock on an as-converted basis together with protective consent rights while~~ the ~~value~~Registration ofRights ~~the~~Agreement ~~Investor’s Preferred~~as ~~Stock~~though ~~exceeds~~an ~~$1,000,000~~original ofparty ~~Accumulated Stated Value remains outstanding~~thereto.

~~The~~At ~~Purchase~~the ~~Agreement~~closing, ~~also contemplates~~ the Company~~’s efforts~~ delivered to ~~pursue~~the Buyer a ~~listing~~certificate onof ~~The~~the ~~Nasdaq~~Secretary ~~Stock~~of ~~Market~~the ~~LLC~~Company, ordated ~~the~~March ~~New~~9, ~~York~~2026, ~~Stock~~certifying ~~Exchange~~as into ~~connection~~and ~~with~~attaching (a) the Company’s ~~business~~Certificate ~~plan~~of ~~and~~Incorporation, ~~includes~~as ~~customary~~then ~~“most-favored~~in ~~nation”~~effect, (~~“MFN”~~b) ~~and~~the ~~right~~Company’s ofAmended ~~first~~and ~~refusal~~Restated ~~(“ROFR”) provisions~~Bylaws, as ~~well~~ as ~~customary~~then ~~closing~~in ~~conditions~~effect, ~~including~~(c) ~~receipt of~~ the ~~Sponsor~~resolutions ~~Letter~~duly adopted ~~Agreement~~by ~~and~~the ~~confirmation~~Board of ~~Utah~~Directors ~~no-action~~of ~~relief. The~~the ~~MFN~~Company ~~applies~~by tounanimous ~~future~~written ~~equity~~consent orauthorizing ~~equity-linked~~the ~~financings~~execution, ~~for~~delivery soand ~~long~~performance ~~as any shares~~ of ~~Preferred~~the Purchase ~~Stock~~Agreement ~~purchased~~and byother ~~the~~related ~~Investor~~transaction ~~remain outstanding~~documents, and (d) the ~~ROFR~~incumbency ~~provides~~and ~~the~~specimen ~~Investor~~signatures of the ~~right~~officers toof ~~purchase~~the upCompany authorized to ~~its~~execute ~~pro~~the ~~rata~~Purchase ~~portion~~Agreement ofand ~~subsequent~~other ~~offerings~~related ~~during~~transaction ~~the~~documents ~~period ending~~ on ~~the~~behalf ~~earlier~~ of ~~(i)~~the ~~such~~Company. ~~time~~Additionally, as ~~the~~a ~~aggregate~~condition to ~~Accumulated~~closing, ~~Stated Value of~~ the ~~Investor’s~~Company ~~Preferred~~was ~~Stock~~required isto ~~less~~deliver ~~than $1,000,000~~to ~~and (ii)~~ the ~~date~~Buyer onan ~~which~~opinion of the Company’s ~~common~~legal ~~stock~~counsel ~~is listed on The Nasdaq Stock Market LLC or~~ (the ~~New~~“Legal ~~York Stock Exchange~~Opinion”).

The foregoing description of the Purchase Agreement, Joinder and Legal Opinion do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, Joinder and Legal Opinion, which are attached hereto as Exhibit 10.1, 10.2 and 10.3 respectively, and are each incorporated herein by reference.

In connection with the contemplated listing and any initial public offering, the Company agreed to reserve the shares of common stock issuable upon conversion of the Preferred Stock. The shares of common stock underlying the Preferred Stock will be issued upon conversion pursuant to the terms of the Certificate of Designations. There are no material relationships between the Company (or its officers and directors) and the Investor other than with respect to the transaction described herein.

The foregoing summaries of the Purchase Agreement, the Certificate of Designations and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which the Company is filing as exhibits to this Current Report on Form 8-K and incorporates herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K ~~regarding the issuance and sale of the Preferred Stock~~ is incorporated by reference into this Item 3.02. ~~On January~~As 23described therein, on March 9, 2026, the Company issued 25 7,~~500~~056 shares of Series A Convertible Preferred Stock atto athe ~~purchase~~Buyer ~~price~~in full satisfaction and discharge of $~~100.00~~705,589 ~~per~~in ~~share,~~outstanding ~~for~~indebtedness, ~~gross~~which ~~proceeds~~Preferred ofShares ~~$2.55~~are ~~million.~~convertible Ainto ~~second~~shares ~~mandatory~~of ~~closing~~Common ~~for~~Stock ~~24,500~~in ~~shares,~~accordance ~~which~~with ~~will~~the ~~result~~terms inof ~~gross~~the ~~proceeds~~relevant Certificate of $2Designations.45 The ~~million,~~Preferred ~~is scheduled~~Shares towere ~~occur~~issued ~~within~~in ~~ten~~reliance ~~(10)~~upon ~~business~~exemptions ~~days~~from ~~after~~registration under the ~~Closing~~Securities ~~Date~~Act, ~~subject~~as toamended, ~~customary~~including ~~closing~~Section 4(a)(2) ~~conditions.~~thereof ~~The~~and ~~securities~~Rule ~~were issued~~506 toof anRegulation ~~accredited~~D ~~investor~~promulgated inthereunder, abased ~~private~~on ~~placement~~the ~~exempt~~Buyer’s ~~from~~representations ~~registration~~that ~~under~~it ~~Section~~is ~~4(a)(2)~~an of“accredited investor” ~~the~~as ~~Securities~~defined ~~Act~~in ~~and/or~~ Rule ~~506~~ 501(ba) of Regulation D. ~~Except~~and ~~with~~that ~~respect~~it towas ~~Stifel,~~acquiring ~~Nicolaus~~the &Preferred ~~Company,~~Shares ~~Incorporated~~for ~~(whose~~its ~~fees~~own account and ~~expenses~~not ~~are~~with a ~~payable~~present byview towards the ~~Company),~~ nopublic ~~placement~~sale ~~agent~~ or ~~underwriter~~distribution ~~was engaged~~thereof, and the fact that no ~~underwriting~~general ~~discounts~~solicitation or ~~commissions~~general ~~were~~advertising ~~paid~~was used in connection with the offering. No ~~general~~cash ~~solicitation or~~consideration ~~advertising~~ was ~~used,~~received ~~appropriate~~by ~~restrictive~~the ~~legends~~Company ~~were~~in ~~affixed~~connection towith the ~~securities~~issuance, and ~~the~~no ~~Company~~underwriters or ~~will~~placement ~~file~~agents awere ~~Form~~involved Din ~~with~~ the ~~Securities and~~offering, ~~Exchange~~except ~~Commission.~~that ~~The~~Stifel, ~~Company~~Nicolaus ~~intends~~& toCo. ~~apply~~acted ~~the~~as ~~net~~an ~~proceeds~~advisor ~~from~~to the ~~private~~Company, ~~placement~~the infees for ~~accordance~~which ~~with~~are anpayable ~~agreed~~by ~~operating budget~~the Company.

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information ~~relating~~related to the designation and issuance of the Preferred Stock contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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). The Certificate of Designations provides, among other things, for (i) customary conversion rights and mechanics; (ii) anti-dilution protections; (iii) redemption and liquidation preferences; and (iv) certain consent rights while the value of Investor’s Preferred Stock exceeds $1,000,000 of Accumulated Stated Value.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Integrated Rail & Resources Inc (included as Exhibit A to Exhibit 10.1).
10.1		Securities Purchase Agreement, dated March 9, 2026, by and between Integrated Rail & Resources Inc. and B H, Inc.
10.1†		Securities Purchase Agreement, dated January 23, 2026, by and between Integrated Rail & Resources Inc. and Creto IRRX PIPE Investment, LLC.
10.2		Joinder to Registration Rights Agreement, dated March 9, 2026, by and between Integrated Rail & Resources Inc. and B H, Inc.
10.2		Registration Rights Agreement, dated January 23, 2026, by and between Integrated Rail & Resources Inc. and Creto IRRX PIPE Investment, LLC (included as Exhibit C to Exhibit 10.1).
10.3		Legal Opinion, dated March 9, 2026, by Winston & Strawn LLP
10.3		Sponsor Letter Agreement , dated January 23, 2026, by and between Integrated Rail & Resources Inc., DHIP Natural Resources Investments, LLC, Creto IRRX PIPE Investment, LLC and each of the “Insiders” party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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.

	INTEGRATED RAIL & RESOURCES INC.
	(f/k/a Uinta Infrastructure Group Corp.)

	By:	/s/ Brian M. Feldott
	Name:	Brian M. Feldott
	Title:	Chief Executive Officer

Date: ~~February~~March 2016, 2026

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