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BCS

Current Report · Items 1.01, 3.02, 9.01 · 8-K

Range Impact, Inc.

RNGEOTCEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities

Item 1.01 Entry into a Material Definitive Agreement. MRR Option Transition Agreement and MRR Subscription Agreement On September 30, 2026, Range Bluegrass Land, LLC (“ Range Bluegrass ”), a wholly owned indirect subsidiary of Range Impact, Inc.…

Filed Oct 6, 2026Accepted Oct 6, 2026, 3:58 PM EDTCIK 1438943Accession 0001493152-26-045933
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Company context

Headquartered in Cleveland, Ohio, Range Impact is a public company (OTC: RNGE) dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. Range Impact seeks to develop long-term solutions to environmental, social, and economic challenges, with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. Range Impact takes an opportunistic approach to impact investing by leveraging its competitive advantages and looking to solve old problems in new ways. Range Impact seeks to thoughtfully allocate its capital into strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for its shareholders.

Current securities

Historical securities (5)

Recent company filings

  1. Entry into a Material Definitive Agreement · Unregistered Sales of Equity SecuritiesAug 18, 2026
  2. Other EventsAug 12, 2026
  3. 10-Q filingAug 12, 2026
  4. SCHEDULE 13G - filed by Findley Keri regarding RANGE IMPACT, INC.Jul 14, 2026
  5. Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Other EventsJul 1, 2026

Registered securities in this filing

RANGE IMPACT, INC. · 8-K · Filed 2026-10-06

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock

Symbol
RNGE
Exchange
OTC
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-09-30

Dimensions: Not supplied

Accession 000149315226045933 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 3.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. MRR Option Transition Agreement and MRR Subscription Agreement On September 30, 2026, Range Bluegrass Land, LLC (“ Range Bluegrass ”), a wholly owned indirect subsidiary of Range Impact, Inc. (the “ Company ”), entered into a Transition Agreement (the “ MRR Option Transition Agreement ”) with MRR CNG, LLC (“ MRR ”), pursuant to which the parties terminated the Option Agreement dated December 31, 2025 (the “ MRR Option Agreement ”) pursuant to which Range Bluegrass had granted MRR an option to purchase approximately 1,500 acres of property in Eastern Kentucky. As consideration for MRR entering into the MRR Option Transition Agreement, the Company and MRR entered into a Subscription Agreement (the “ MRR Subscription Agreement ”), pursuant to which the Company issued 654,434 shares of its common stock to MRR in exchange for $500,000 (the “MMR Subscription Price” ). The MMR Subscription Price was deemed paid by virtue of the Option Fee of $500,000 paid to Range Bluegrass pursuant to the MMR Option Agreement. The shares were issued at a price of $0.764 per share, which is the volume-weighted average price of the Company’s common stock for all trades executed during the month of September 2026. The foregoing description of the MRR Option Transition Agreement and the MRR Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the corresponding documents attached hereto as Exhibits 10.1 and 10.2, respectively. Wicks Option Transition Agreement and Wicks Subscription Agreement On September 30, 2026, Range Bluegrass entered into a Transition Agreement (the “ Wicks Option Transition Agreement ”) with Wicks Building LLC, (“ Wicks ”), pursuant to which the parties terminated the Membership Interest Option and Cash Distribution Agreement dated December 31, 2025 (the “ Wicks Option Agreement ”) pursuant to which Range Bluegrass granted Wicks (i) the right to receive the same amount of any cash distribution made by Range Bluegrass to its sole member or any other affiliate of the Company and (ii) an option, exercisable in Wicks’ sole discretion, to convert the foregoing cash distribution right into Fifty Percent (50%) of the membership interests of Range Bluegrass. As consideration for Wicks entering into the Wicks Option Transition Agreement, the Company and Wicks entered into a Subscription Agreement (the “ Wicks Subscription Agreement ”) pursuant to which the Company issued 654,434 shares of its common stock to Wicks in exchange for $500,000 (the “Wicks Subscription Price” ). The Wicks Subscription Price was deemed paid by virtue of the Option Fee of $500,000 paid to Range Bluegrass pursuant to the Wicks Option Agreement. The shares were issued at a price of $0.764 per share, which is the volume-weighted average price of the Company’s common stock for all trades executed during the month of September. The foregoing description of the Wicks Option Transition Agreement and the Wicks Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the corresponding documents attached hereto as Exhibits 10.3 and 10.4, respectively. MRR Consulting Transition Agreement and F&G Consulting Transition Agreement On September 30, 2026, in connection with entering into the MRR Option Transition Agreement and Wicks Option Transition Agreement, the Company entered into Transition Agreements (together, the “ Consulting Transition Agreements ”) with each of MRR and F & G, LLC, (“ F&G ”) terminating each of the Consulting Agreements, dated December 31, 2025, that the Company had entered into with MRR and F&G (together, the “ Consulting Agreements ”). Pursuant to the Consulting Transition Agreements, the fees previously paid to the Company under the Consulting Agreements were deemed earned by the Company and not refundable. The foregoing description of the Consulting Transition Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the corresponding documents attached hereto as Exhibits 10.5 and 10.6.
Item 3.02Item 3.02 - Unregistered Sales of Equity
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 MMR Subscription Agreement and Wicks Subscription Agreement (together, the “Subscription Agreements” ) are incorporated into this Item 3.02 by reference. The shares of common stock issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended, or any state securities laws and were issued in reliance upon an exemption from registration under the Securities Act. Each of MMR and Wicks represented in their respective Subscription Agreement that it was acquiring the shares for its own account and not with a view to distribution or resale in violation of the Securities Act or applicable state securities laws, except pursuant to registered or exempt sales. The shares may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws.

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