Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 21, 2026, RMX Industries, Inc. (the "Company") entered into a Securities Purchase Agreement, dated as of October 21, 2026 (the "Purchase Agreement"), with Vanquish Funding Group Inc., a Virginia corporation ("Vanquish"), pursuant to which the Company issued a 12% promissory note in the aggregate principal amount of $295,550.00, which includes an original issue discount of $38,550.00, for an aggregate purchase price of $257,000.00 (the "Note"), with additional tranches of financing of up to $1,100,000.00 in the aggregate during the next twelve (12) months subject to further agreement by and between the Company and Vanquish.

The Note matures on October 15, 2027. The Company may prepay the Note in full at any time with no prepayment penalty upon written notice to Vanquish. The Company is responsible for $7,000 of Vanquish's due diligence and legal fees in connection with the Purchase Agreement. The Company intends to use the proceeds of the Note for general working capital purposes.

Upon the occurrence and during the continuation of any Event of Default (as defined in the Note), the Note shall become immediately due and payable and the Company shall pay to Vanquish, in full satisfaction of its obligations thereunder, an amount equal to 150% ("Default Percentage") times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) Default Interest (as defined in the Note), if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to Vanquish pursuant to Article IV of the Note, and all other amounts payable thereunder shall immediately become due and payable, all without demand, presentment or notice, together with all costs, including, without limitation, legal fees and expenses, of collection, and Vanquish shall be entitled to exercise all other rights and remedies available at law or in equity.

Solely upon the occurrence and continuation of an Event of Default (as defined in the Note), Vanquish shall have the right, but not the obligation, to convert all or any portion of the outstanding balance of the Note, including principal, accrued interest, and any applicable default amount, into shares (the "Conversion Shares") of the Company's class A common stock, $0.001 par value per share (the "Class A Common Stock"), provided that in no event shall Vanquish convert any portion of the Note prior to the date which is one hundred eighty (180) days following the issue date of the Note. The conversion price for the Conversion Shares is 65% of the lowest trading price (i.e., the lowest closing bid price, representing a 35% discount) for the Class A Common Stock during the ten (10) trading days immediately preceding the applicable conversion date. Vanquish is prohibited from converting any amount of the Note that would result in Vanquish and its affiliates beneficially owning more than 4.99% of the outstanding shares of Class A Common Stock.

Additionally, the obligations evidenced by the Note, including but not limited to the principal, interest, default interest, default amount, optional prepayment amount, and any fail to deliver fee, are and will be subordinate and junior in right of payment to the senior secured convertible promissory notes issued or issuable by the Company under that certain Securities Purchase Agreement, dated as of October 15, 2025, by and among the Company and the investors listed on the Schedule of Buyers attached thereto, as amended.

The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The Purchase Agreement and the Note are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and the description above of the material terms of the Purchase Agreement and the Note is qualified in its entirety by reference to such exhibits.