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): ~~March~~February 1613, 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.

~~Securities~~On ~~Purchase~~February 13, 2026, Integrated Rail and Resources Acquisition Corp. (“IRRX”), a wholly owned subsidiary of Integrated Rail & Resources Inc. (the “Company”) and Shell Trading US Company (“STUSCO”) entered into an amendment (the “Amendment”) to that certain Shell Commitment Agreement, between STUSCO and IRRX, dated as of May 7, 2025 (the “Commitment Agreement”). Pursuant to the Amendment, the parties amended certain immaterial information that each of the Company and IRRX customarily and actually treats as confidential.

OnThe ~~March~~foregoing 9,summary ~~2026,~~of ~~Integrated Rail & Resources Inc. (~~the ~~“Company”)~~Amendment ~~entered~~does ~~into a Securities Purchase Agreement (the “Purchase Agreement”) with B H, Inc., a~~not ~~Utah~~purport ~~corporation (the “Buyer”), pursuant~~ to ~~which~~be ~~the~~complete ~~Company agreed to issue~~ and ~~deliver~~is toqualified ~~the~~in ~~Buyer~~its anentirety ~~aggregate~~by ofreference ~~7,056 shares~~to of the ~~Company’s~~full ~~Series~~text ~~A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Shares”). As~~ of ~~February~~such 17agreement, ~~2026,~~which the Company ~~owed~~is ~~Buyer~~filing ~~$1,455,589 in the aggregate. After a cash payment of $750,000 made on February 18, 2026~~as byan ~~the~~exhibit ~~Company~~ to ~~the~~this ~~Buyer,~~Current ~~$705,589~~Report ~~remained~~on ~~outstanding~~Form ~~(taken~~8-K ~~together with all accrued interest, fees~~ and ~~other~~incorporates ~~amounts,~~herein ~~the~~by ~~“Debt”)~~reference. ~~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.~~

~~The~~Item ~~Preferred~~5.02. ~~Shares~~Departure ~~have the designation, preferences, rights, privileges and conditions specified in the relevant Certificate~~ of ~~Designations,~~Directors asor ~~filed~~Principal ~~with~~Officers; ~~the~~Election ~~Secretary~~ of ~~State~~Directors; ofAppointment ~~Delaware on January 23, 2026 (as previously disclosed), including the right to convert into shares~~ of ~~the~~Principal Company’s common stock. The Preferred Shares were offered and sold to Buyer in reliance upon exemptions from the registration requirements of the Securities Act of 1933 (the “Securities Act”), as amended.Officers

~~The~~Departure ~~Purchase Agreement contains customary representations, warranties and covenants, including a covenant by the Company to maintain a sufficient reserve~~ of ~~authorized~~Timothy ~~common stock for the conversion of Preferred Shares~~J. The Purchase Agreement also contains customary indemnification obligations of the Company to the Buyer and its related parties for losses arising out of any breach of the Company’s representations, warranties, covenants or obligations thereunder. The Purchase Agreement is governed by the laws of the State of Delaware.Fisher

AtOn ~~the~~February ~~closing~~17, ~~Buyer executed and delivered a Joinder (the “Joinder”), dated as of March 9,~~ 2026, ~~to that certain Registration Rights Agreement, dated as of January 23, 2026, (~~the ~~“Registration Rights Agreement”) by and among the~~ Company ~~and~~announced ~~Creto IRRX PIPE Investment, LLC, a Delaware limited~~that ~~liability~~Timothy ~~company, as previously disclosed~~J. ~~Pursuant~~Fisher towill ~~the~~step ~~Joinder,~~down ~~Buyer~~as ~~agreed to become a party to~~ the ~~Registration~~Company’s ~~Rights~~Chief ~~Agreement and~~Financial toOfficer ~~be fully bound by, entitled to all~~ (the ~~rights~~“CFO”) ~~and~~effective ~~benefits~~immediately ~~of, and subject~~ to ~~the terms of the Registration Rights Agreement as~~pursue ~~though~~other ancareer ~~original party thereto~~opportunities.

AtMr. ~~the~~Fisher’s ~~closing,~~departure ~~the~~is ~~Company~~not ~~delivered to~~ the ~~Buyer~~result ~~a certificate~~ of ~~the~~any ~~Secretary~~disagreement ofwith the Company,’s ~~dated~~independent ~~March~~auditors 9,or ~~2026, certifying as to and attaching (a)~~ the Company’s ~~Certificate of~~on ~~Incorporation,~~any asmatter ~~then~~relating into ~~effect, (b)~~ the Company’s ~~Amended and Restated Bylaws, as then in effect, (c) the resolutions duly~~financial ~~adopted by the Board of Directors of the Company by unanimous written consent authorizing the execution~~statements, ~~delivery~~internal ~~and~~control ~~performance~~over offinancial ~~the Purchase Agreement and other related transaction documents~~reporting, and (d) the incumbency and specimen signatures of the officers of the Company authorized to execute the Purchase Agreement and other related transaction documents on behalf of the Company. Additionallyoperations, aspolicies aor ~~condition to closing, the Company was required to deliver to the Buyer an opinion of the Company’s legal counsel (the “Legal Opinion”)~~practices.

~~The~~Appointment ~~foregoing description~~ of ~~the~~Chris ~~Purchase~~Greenwood 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~~Chief ~~herein~~Financial ~~by reference.~~Officer

1On February 18, 2026, the Company announced the appointment of Chris Greenwood as Chief Financial Officer, effective immediately.

~~Item~~Mr. 3Greenwood previously served as the Chief Operating Officer of the Franklin Group from February 2024 until June 2025.02 Prior, Mr. ~~Unregistered~~Greenwood ~~Sales~~served as the Chief Financial Officer of ~~Equity~~Launch That, ~~Securities~~LLC from June 2017 until February 2024. He holds a B.A. in Accounting and Master’s Degree in finance from Texas A&M University.

~~The~~There ~~information~~are ~~set~~no ~~forth~~arrangements ~~under~~or ~~Item~~understandings ~~1.01 of this~~between ~~Current Report on Form 8-K is incorporated by reference into this Item 3~~Mr.~~02.~~ AsGreenwood ~~described~~and ~~therein,~~any onother ~~March~~persons 9,pursuant ~~2026, the Company issued 7,056 shares of Series A Convertible Preferred Stock~~ to ~~the Buyer in full satisfaction and discharge of $705,589 in outstanding indebtedness,~~ which ~~Preferred~~Mr. ~~Shares~~Greenwood ~~are~~was ~~convertible~~named ~~into~~an ~~shares~~executive ofofficer ~~Common Stock in accordance with the terms~~ of the ~~relevant Certificate of Designations~~Company. ~~The~~ ~~Preferred~~There ~~Shares~~are ~~were~~no ~~issued~~related party intransactions ~~reliance~~between ~~upon exemptions from registration under~~ the ~~Securities~~Company ~~Act, as amended, including Section 4(a)(2) thereof~~ and ~~Rule~~Mr. ~~506~~Greenwood ~~of Regulation D promulgated thereunder, based on the Buyer’s representations~~ that itwould isrequire andisclosure ~~“accredited investor”~~under asItem ~~defined in Rule 501~~404(a) of Regulation D and that it was acquiring the Preferred Shares for its own account and not with a present view towards the public sale or distribution thereof, and the fact that no general solicitation or general advertising was used in connection with the offeringS-K. No cash consideration was received by the Company in connection with the issuance, and no underwriters or placement agents were involved in the offering, except that Stifel, Nicolaus & Co. acted as an advisor to the Company, the fees for which are payable by 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 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated March 9, 2026, by and between Integrated Rail & Resources Inc. and B H, Inc.
10.1†		Amendment to Shell Commitment Agreement, by and between IRRX and STUSCO, dated February 13, 2026.
10.2		Joinder to Registration Rights Agreement, dated March 9, 2026, by and between Integrated Rail & Resources Inc. and B H, Inc.
10.3		Legal Opinion, dated March 9, 2026, by Winston & Strawn LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2† As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document. The Registrant agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission 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: March 1631, 2026

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