Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 14, 2026, Integrated Rail & Resources Inc., a Delaware corporation (the "Company"), entered into a Second Amendment to Promissory Note (the "Second Amendment"), effective as of June 30, 2026, with Endeavor Capital Group, LLC, a Utah limited liability company ("Endeavor"). The Second Amendment amends the Company's previously issued Promissory Note, dated December 12, 2025, in the original aggregate principal amount of $12,000,000, as previously amended by an Amendment to Promissory Note, dated April 1, 2026 (the "Original Note" and, as amended by the Second Amendment, the "Note").

The Second Amendment, among other things, amends and restates the definition of "Maturity Date" under the Note to September 30, 2026, provided that, if at any time on or prior to September 30, 2026, the Company receives and notifies Endeavor of either a debt financing commitment letter from any lender or an equity commitment letter from one or more investors, the Maturity Date will be extended to December 31, 2026. The Second Amendment also provides that the Note is secured by the Confession of Judgment attached to the Original Note and by a Deed of Trust (as defined below), dated as of July 14, 2026, executed by the Company's subsidiary, Tar Sands Holdings II, LLC ("Tar Sands") for the benefit of Endeavor, as described further below.

In connection with the Second Amendment, Tar Sands entered into a Deed of Trust dated as of July 14, 2026, with Alyssa H. Depew, as trustee, for the benefit of Endeavor, as beneficiary and secured party (the "Deed of Trust"), granting a lien on certain real property, mineral interests, and related collateral located in Uintah County, Utah. The collateral pledged under the Deed of Trust includes real property, water rights, mineral rights, leasehold and royalty interests, and related revenue contracts. The Deed of Trust also includes an assignment to Endeavor of all minerals produced, saved, or sold from the trust property and attributable to Tar Sands' interests therein, together with the proceeds of any sale thereof. Endeavor has elected not to exercise immediately its right to receive such proceeds directly, and purchasers may continue to make payments to Tar Sands unless an event of default has occurred and is continuing and notice has been given directing such purchasers to make payments directly to Endeavor.

The foregoing descriptions of the Second Amendment and the Deed of Trust do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Second Amendment and the Deed of Trust is incorporated by reference into this Item 2.03.