{"url_path":"/sec/cik-0002044112/8-k/2026-07-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/2044112/0001213900-26-080452-index.html","accession_number":"0001213900-26-080452","cik":"0002044112","ticker":null,"issuer_name":"INTEGRATED RAIL & RESOURCES INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2044112/0001213900-26-080452-index.html","primary_entity_key":"0002044112","primary_entity_name":"INTEGRATED RAIL & RESOURCES INC."},"word_count":444,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive\nAgreement.**\n\n \n\nOn July 14, 2026, Integrated Rail & Resources\nInc., a Delaware corporation (the “Company”), entered into a Second Amendment to Promissory Note (the “Second Amendment”),\neffective as of June 30, 2026, with Endeavor Capital Group, LLC, a Utah limited liability company (“Endeavor”). The\nSecond Amendment amends the Company’s previously issued Promissory Note, dated December 12, 2025, in the original aggregate principal\namount of $12,000,000, as previously amended by an Amendment to Promissory Note, dated April 1, 2026 (the “Original Note”\nand, as amended by the Second Amendment, the “Note”).\n\n \n\nThe Second Amendment, among other things, amends\nand restates the definition of “Maturity Date” under the Note to September 30, 2026, provided that, if at any time on or prior\nto September 30, 2026, the Company receives and notifies Endeavor of either a debt financing commitment letter from any lender or an equity\ncommitment letter from one or more investors, the Maturity Date will be extended to December 31, 2026. The Second Amendment also\nprovides that the Note is secured by the Confession of Judgment attached to the Original Note and by a Deed of Trust (as defined below),\ndated as of July 14, 2026, executed by the Company’s subsidiary, Tar Sands Holdings II, LLC (“Tar Sands”) for the benefit\nof Endeavor, as described further below.\n\n \n\nIn connection with the Second Amendment, Tar Sands\nentered into a Deed of Trust dated as of July 14, 2026, with Alyssa H. Depew, as trustee, for the benefit of Endeavor, as beneficiary\nand secured party (the “Deed of Trust”), granting a lien on certain real property, mineral interests, and related collateral\nlocated in Uintah County, Utah. The collateral pledged under the Deed of Trust includes real property, water rights, mineral rights, leasehold\nand royalty interests, and related revenue contracts. The Deed of Trust also includes an assignment to Endeavor of all minerals produced,\nsaved, or sold from the trust property and attributable to Tar Sands’ interests therein, together with the proceeds of any sale\nthereof. Endeavor has elected not to exercise immediately its right to receive such proceeds directly, and purchasers may continue\nto make payments to Tar Sands unless an event of default has occurred and is continuing and notice has been given directing such purchasers\nto make payments directly to Endeavor.\n\n \n\nThe foregoing descriptions of the Second Amendment\nand 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,\ncopies 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."}