8-KFiled Jul 23, 8:00 PM ET

INTEGRATED RAIL & RESOURCES INC. Appoints New Auditor CohnReznick

INTEGRATED RAIL & RESOURCES INC.

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INTEGRATED RAIL & RESOURCES INC. Appoints New Auditor CohnReznick

What Happened

  • On July 20, 2026, Ham, Langston & Brezina, LLP (HL&B), the company’s independent registered public accounting firm, informed Integrated Rail & Resources Inc. that HL&B completed a transaction under which CohnReznick LLP acquired certain HL&B assets; HL&B subsequently resigned as the company’s auditor.
  • On July 23, 2026, the Audit Committee approved the appointment of CohnReznick as the company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026.

Key Details

  • HL&B’s audit reports on the company’s consolidated financial statements for the years ended December 31, 2025 and 2024 were unqualified (no adverse opinion or disclaimer) but included an explanatory paragraph about the company’s ability to continue as a going concern.
  • There were no disagreements or “reportable events” between the company and HL&B for 2025, 2024, or through the interim period ending July 20, 2026, that would require disclosure under Regulation S‑K Item 304.
  • The company did not consult CohnReznick, prior to its appointment, on accounting applications or matters that would constitute a “disagreement” or “reportable event” for the periods covered.

Why It Matters

  • A change of independent auditor is material because the auditor provides assurance on the company’s financial statements; investors should note the continuity (no disagreements or reportable events) and that prior audits included a going-concern explanatory paragraph.
  • The appointment of a national firm (CohnReznick) may affect audit scope, timing or future disclosures; investors should watch for the next audited or interim financial filings for any changes in audit opinion, scope or related disclosures.