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Private company

INTEGRATED RAIL & RESOURCES INC.

INTEGRATED RAIL & RESOURCES INC. is an American real estate company, incorporated in Delaware.1 It is headquartered in Winter Park, Florida.1

Last updated Oct 21, 2026.

Overview

  • IndustryReal Estate1
  • HeadquartersWinter Park, Florida1
  • Incorporated inDE2
  • Business address400 W. Morse Boulevard, Suite 220, Winter Park, Fl 327892
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2

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(“FEL-3”) is expected to be completed by April 2026. The expected In-Service Date is during the second half of 2027.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income5-$5.8M in 2025+89% since 2024
-$6.0M-$4.0M-$2.0M02024: -$3.1M-$3.1M20242025: -$5.8M-$5.8M2025+89%
Net income5-$20.9M in 2025+333% since 2024
-$30.0M-$20.0M-$10.0M02024: -$4.8M-$4.8M20242025: -$20.9M-$20.9M2025+333%
Fiscal year2023202420252026
Operating income-$3.1M5-$5.8M5
Income before tax-$4.4M5-$20.8M5
Income tax$462.1K5$64.1K5
Net income-$4.8M5-$20.9M5
Earnings per share-$3.605
Earnings per share (diluted)-$3.605
Shares (weighted, basic)5.8M shares5

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Corporate structure

INTEGRATED RAIL & RESOURCES INC. sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of INTEGRATED RAIL & RESOURCES INC.

  • INTEGRATED RAIL & RESOURCES INC. Winter Park, Florida
    • Integrated Rail and Resources Acquisition Corp. Subsidiary · Delaware, United States
    • Tar Sands Holdings II, LLC Subsidiary · Utah, United States
    • Uinta Lower Holdings, Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What INTEGRATED RAIL & RESOURCES INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$6.6M5 Dec 31, 2025
Construction in progress$15.4M5 Dec 31, 2025
Operating-lease assets (leased space)$38.9K5 Dec 31, 2025

Properties, in its own words

Our principal executive office is located at 400 W. Morse Blvd, Suite 220, Winter Park, FL 32789.

Our primary operating assets are located at Asphalt Ridge in northeastern Utah, near the town of Vernal, in the Uinta Basin. We own approximately 760 acres of core drilled land held in fee simple absolute, consisting of two designated mining tracts — the South “A” Tract and the “D” Tract (together, the “Property”). A mine facility (the “Mine”) is located on the South “A” Tract, and the Company holds a large-scale mining permit covering the Mine. Our existing extraction and processing facility is also located on the “A” Tract, and includes refining infrastructure, oil tanks and storage facilities, and a transload truck facility and terminal. These properties and facilities have no current operations.

The rest of Item 2

The Company has also entered into certain operating lease agreements to operate a flare stack and pipeline on Trust Lands located in Uintah County, Utah, with a maturity date of 20 years. As of December 31, 2025, the remaining weighted average lease term for these operating leases was approximately 17.75 years.

We believe that our existing properties and facilities, together with planned upgrades and refurbishments in connection with the Shell Commitment Agreement, will be adequate to meet our anticipated operational needs. For additional information regarding the location and character of our properties, please see “Property” and “Facility” in Item 1 of this Annual Report.

Item 2 of the 10-K filed Apr 1, 2026.4

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Uinta Infrastructure Group Corp.Nov 12, 2024 to Dec 19, 20252

Timeline

  1. Jul 24, 20268-K Change of auditor8
  2. Jul 22, 20268-K Entered a material agreement; New debt or obligation9
  3. Jun 23, 20268-K Regulation FD disclosure10
  4. Apr 17, 20268-K Regulation FD disclosure11
  5. Mar 31, 20268-K Entered a material agreement; Executive or director change12
  6. Mar 17, 20268-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights13
  7. Feb 20, 20268-K Financial statements and exhibits14
  8. Feb 20, 20268-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights15
  9. Dec 19, 20258-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation16

Filings

29 filings to the SEC since October 2021: 1 annual reports, 2 quarterly reports, 9 major events, 1 large holders, 16 other. The latest 20:

  1. Aug 13, 202610-Q QUARTERLY REPORT EDGAR
  2. Jul 24, 20268-K CURRENT REPORT EDGAR
  3. Jul 22, 20268-K CURRENT REPORT EDGAR
  4. Jun 23, 20268-K/A AMENDMENT NO. 1 TO FORM 8-K EDGAR
  5. May 15, 2026SCHEDULE 13G EDGAR
  6. May 15, 202610-Q QUARTERLY REPORT EDGAR
  7. Apr 17, 20268-K CURRENT REPORT EDGAR
  8. Apr 8, 2026S-1 REGISTRATION STATEMENT EDGAR
  9. Apr 1, 202610-K ANNUAL REPORT EDGAR
  10. Apr 1, 2026NT 10-K NOTIFICATION OF LATE FILING EDGAR
  11. Mar 31, 20268-K CURRENT REPORT EDGAR
  12. Mar 17, 20268-K CURRENT REPORT EDGAR
  13. Feb 20, 20268-K CURRENT REPORT EDGAR
  14. Feb 20, 20268-K/A AMENDMENT NO. 1 TO FORM 8-K EDGAR
  15. Jan 30, 2026DRS EDGAR
  16. Dec 19, 20258-K CURRENT REPORT EDGAR
  17. Dec 19, 20258-A12G FOR REGISTRATION OF CERTAIN CLASSES EDGAR
  18. Jun 6, 2025EFFECT EDGAR
  19. Jun 6, 2025424B3 PROSPECTUS EDGAR
  20. May 30, 2025S-4/A REGISTRATION STATEMENT EDGAR

The 29 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How INTEGRATED RAIL & RESOURCES INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARINTEGRATED RAIL & RESOURCES INC.1
  • CIK0002044112
  • Employer ID (EIN)33-18258734
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6500 Real Estate1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address400 W. Morse Boulevard, Suite 220, Winter Park, FL 327891
  • Phone(321) 972-15831
  • Shares outstanding7,010,561 as of Aug 13, 20266
  • Public float$0 as of Jun 30, 20255
  • AuditorHam, Langston & Brezina, L.L.P., Houston, Texas PCAOB ID 298; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceNov 12, 20241
  • Filings29 in all: S-4/A (9), 8-K (7), 10-Q (2), 8-K/A (2), 10-K (1), 424B3 (1), 8-A12G (1), DRS (1)1
    All 13 form types

    EFFECT (1), NT 10-K (1), S-1 (1), S-4 (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Apr 1, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Latest 8-K (8-K) Jul 24, 2026

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one share of Common Stock and one-half of one redeemable warrantIRRXUNONE
Common Stock, par value $0.0001 per shareIRRXNONE
WarrantsIRRXWNONE

From the cover page of the 10-K filed Apr 1, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks INTEGRATED RAIL & RESOURCES INC. names in Item 1A of its 10-K filed Apr 1, 2026: 50 risks under these headings, as written.4

  • Risks Related to the Company’s Business and Industry
  • Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  • We must make substantial capital expenditures at our Facility and related assets to establish and maintain their reliability and efficiency.
  • The Shell Commitment Agreement and Letter of Credit Facility expose us to counterparty credit and performance risk.
  • The Parties to the Shell Commitment Agreement may not satisfy the Conditions Precedent, which could adversely affect our business.
  • Construction, development, maintenance and operation of our Facility involves significant risks and hazards.
  • Because we will rely on only one customer for our future Crude Oil Products, the change in ownership or management of such customer may adversely affect our business.
  • Inadequate liquidity could materially and adversely affect our business operations.
  • We may incur significant debt in the future.
  • Changes in the availability of and the cost of labor could adversely affect our business.
  • If there is an increase in transportation solutions within the Uinta Basin, it could lead to an increase in the demand for the natural resources in the Basin, thus potentially increasing the price of the resources and adversely affecting our business, financial condition and results of operations.
  • Our ability to generate cash and repay our indebtedness or fund capital expenditures depends on many factors beyond our control and any failure to do so could harm our business, financial condition, and results of operations.
The other 39 risks
  • Our debt agreements may impose significant operating and financial restrictions on us.
  • We may incur losses and incur additional costs as a result of forward-contract activities and derivative transactions.
  • Variable rate indebtedness would subject us to interest rate risk, which could cause our debt service obligations to increase significantly.
  • Adverse changes in global economic conditions and the demand for transportation fuels may impact our business.
  • The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention.
  • Our management has limited experience in managing the day-to-day operations of a public company.
  • We acquired our oil and gas assets in 2013 and have not conducted mining operations at our property since 2015. There can be no assurance that we will be able to upgrade or make our existing refinery facility operational.
  • Our operations will be subject to operational hazards that could expose us to potentially significant losses.
  • Earnings and cash flows from our operations will depend on a number of factors, including the cost of crude oil and other refinery feedstocks.
  • Instability in the global economic and political environment can lead to volatility in the cost and availability of crude oil and prices for refined products, which could adversely impact our results of operations.
  • The development schedule of infrastructure and refining projects is subject to delays and cost overruns.
  • Reclamation and financial assurances required in order to support those obligations can be expensive.
  • Geopolitical conflicts could increase the cost of our crude oil feedstocks and affect the demand for our products.
  • Many of our planned refined products could cause serious injury or death if mishandled or misused.
  • Our business is impacted by increased risks of spills, discharges, or other releases of petroleum or hazardous substances.
  • Our insurance coverage may be inadequate to protect us from the liabilities that could arise in our business.
  • We rely upon certain critical information systems for the operation of our business and the failure of any critical information system, including a cybersecurity breach, may result in harm to our business.
  • Climate change may increase the frequency and severity of weather events that could adversely affect our operations.
  • We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of crude oil and refined products.
  • The financial and operating results of our refinery, including the products we refine and sell, may be seasonal.
  • Risks Related to the Company’s Regulatory Environment
  • Meeting the requirements of evolving environmental, health, and safety laws and regulations could adversely affect our performance.
  • Potential legislative and regulatory actions addressing climate change could increase our costs, reduce our revenue and cash flow, or otherwise alter the way we conduct our business.
  • Regulatory and other requirements concerning the transportation of crude oil and other commodities by rail may cause increases in transportation costs.
  • We may be subject to significant costs and liabilities related to environmental remediation and asset retirement obligations, which could adversely affect our financial condition and results of operations.
  • Changes in renewable fuel standards and related regulatory programs may increase our compliance costs and adversely impact our operations.
  • Changes in the global trade environment, including the imposition of import tariffs, could adversely affect our results of operations.
  • Compliance with and changes in tax laws could materially and adversely affect our financial condition, results of operations and cash flows.
  • Risks Related to the Ownership of Our Securities
  • We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
  • Certain of our stockholders hold a significant percentage of our outstanding voting securities.
  • Our issuance of additional common stock or preferred stock may cause our common stock price to decline.
  • Our common stock may become subject to the SEC’s penny stock rules.
  • If we are unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports.
  • Concurrent resale and potential dilution of stockholders’ ownership.
  • We do not know whether an active, liquid and orderly trading market will develop for our common stock.
  • We do not intend to pay dividends for the foreseeable future.
  • Anti-takeover provisions in the Company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management.
  • If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.
  • Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
  • The public offering price for our shares of common stock may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

Legal proceedings

From time to time, we may become involved in various claims and legal actions arising in the ordinary course of business. We are subject to various environmental regulations and operating requirements in connection with our refining and processing operations. In the opinion of management, there are no violations of these legal requirements that would have a material adverse effect on our financial position or results of operations.

On September 6, 2024, Tyr Energy Utah Logistics, LLC (“Tyr Energy”) filed suit in the County Court at Law, Number 1, Nueces County, Texas against the Company, the Sponsor (Drexel Hamilton Infrastructure Partners) and certain affiliates of the Sponsor, asserting claims for breach of and tortious interference with a non-disclosure and non-circumvention agreement in connection with the public announcement of the proposed Business Combination. Tyr Energy was seeking a temporary restraining order and temporary injunction. The Sponsor and its affiliates disputed specific personal jurisdiction, and all defendants, including the Company, vehemently disputed liability and vigorously defended against Tyr Energy’s claims. On December 17, 2025, Tyr Energy dropped the suit against the Company, the Sponsor and affiliates of the Sponsor.

Except as set forth above, as of the date of this Annual Report, we are not a party to any other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations. Regardless of outcome, litigation and other legal and administrative proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.4

Sources

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