{"url_path":"/sec/nuai/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Certain Officers; Election of Directors;","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/2028336/0001213900-26-075176-index.html","accession_number":"0001213900-26-075176","cik":"0002028336","ticker":"NUAI","issuer_name":"New ERA Energy & Digital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2028336/0001213900-26-075176-index.html","primary_entity_key":"0002028336","primary_entity_name":"New ERA Energy & Digital, Inc."},"word_count":2011,"has_tables":true,"body_markdown":"****\n\n \n\n** **\n\n**Item 5.02. Departure of Certain Officers; Election of Directors;\nAppointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*Appointment of Chairman\nand Chief Executive Officer*\n\n \n\nOn June 30, 2026, the\nBoard of Directors (the “Board”) of New Era Energy & Digital, Inc. (the “Company”) appointed\nCharles Nelson to serve as Chairman of the Board and Chief Executive Officer of the Company, effective July 1, 2026. Mr. Nelson previously\nserved as President and Chief Operating Officer of the Company.\n\n \n\nThe Company previously\ndisclosed Mr. Nelson’s biographical information required by Item 401(b) of Regulation S-K regarding identification of executive\nofficers in its most recent Annual Report on Form 10-K. There are no arrangements or understandings between Mr. Nelson and any other person\npursuant to which Mr. Nelson was selected to serve as the Company’s Chairman and Chief Executive Officer. Mr. Nelson does not have\nany family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become\na director or executive officer. There are no transactions in which Mr. Nelson has an interest requiring disclosure under Item 404(a)\nof Regulation S-K.\n\n* *\n\n*Nelson Employment\nAgreement Amendment*\n\n* *\n\nIn connection with Mr.\nNelson’s appointment as Chief Executive Officer, on July 1, 2026, the Company entered into an Amendment to Employment Agreement\n(the “Nelson Employment Agreement Amendment”) with Mr. Nelson, effective July 1, 2026, which amends Mr. Nelson’s\nexisting Employment Agreement, originally effective as of January 28, 2026, to reflect his change in title from President and Chief Operating\nOfficer to Chief Executive Officer of the Company. The other terms and conditions of Mr. Nelson’s Employment Agreement that were\npreviously disclosed in a Current Report on Form 8-K dated February 2, 2026 remain unchanged. The foregoing description of the Nelson\nEmployment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Nelson\nEmployment Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by\nreference.\n\n \n\n*Appointment of President\nand Director*\n\n \n\nOn June 30, 2026, the\nBoard appointed Ted Warner to serve as President of the Company, effective July 1, 2026. Mr. Warner currently serves as Chief Financial\nOfficer of the Company and he will continue to hold this position. In addition, the Board appointed Mr. Warner to serve as a member of\nthe Board, effective July 1, 2026.\n\n \n\nThe Company previously\ndisclosed Mr. Warner’s biographical information required by Item 401(b) of Regulation S-K regarding identification of executive\nofficers in its Current Report on Form 8-K dated March 18, 2026. Mr. Warner brings to the Board experience across energy, power, and digital\ninfrastructure capital markets.\n\n \n\nThere are no arrangements\nor understandings between Mr. Warner and any other person pursuant to which Mr. Warner was selected to serve as President and director.\nMr. Warner does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen\nby the Company to become a director or executive officer. There are no transactions in which Mr. Warner has an interest requiring disclosure\nunder Item 404(a) of Regulation S-K.\n\n \n\nMr. Warner is not expected\nto be appointed to serve as a member of any committee of the Board.\n\n \n\n*Warner Employment\nAgreement Amendment*\n\n \n\nIn connection with Mr.\nWarner’s appointment as President, on July 1, 2026, the Company entered into an Amendment to Employment Agreement (the “Warner\nEmployment Agreement Amendment”) with Mr. Warner, effective July 1, 2026, which amends Mr. Warner’s existing Employment\nAgreement, originally effective as of March 16, 2026, to reflect his change in title from Chief Financial Officer to President and Chief\nFinancial Officer of the Company. The other terms and conditions of Mr. Warner’s Employment Agreement that were previously disclosed\nin a Current Report on Form 8-K dated March 18, 2026 remain unchanged. The foregoing description of the Warner Employment Agreement Amendment\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the Warner Employment Agreement Amendment,\na copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n1\n\n \n\n \n\n*Appointment of Chief\nOperating Officer*\n\n \n\nOn June 30, 2026, the\nBoard appointed José Rodriguez to serve as Chief Operating Officer of the Company, effective July 1, 2026. Mr. Rodriguez previously\nserved as Vice President, Data Center Engineering and Operations of the Company.\n\n \n\nPrior to joining the\nCompany, Mr. Rodriguez, age 50, served as Critical Environment Operations Director at Microsoft from August 2024 to July 2026, Head of\nData Center Engineering and Data Center Construction at ByteDance/TikTok from September 2022 to July 2024, and Global Data Center Engineering\nDirector at Microsoft from August 2020 to September 2022. Mr. Rodriguez holds a Bachelor of Science from the United States Merchant Marine\nAcademy.\n\n \n\n*Rodriguez Compensatory\nArrangements*\n\n* *\n\nIn connection with Mr.\nRodriguez’s appointment as Chief Operating Officer, on July 1, 2026, the Company entered into an Amended and Restated Employment\nAgreement (the “Rodriguez Employment Agreement”) with Mr. Rodriguez, effective July 1, 2026, which amends and restates\nMr. Rodriguez’s prior Employment Agreement, originally executed on May 1, 2026. Under the Rodriguez Employment Agreement, Mr. Rodriguez\nwill serve as the Company’s Chief Operating Officer, reporting to the Chief Executive Officer.\n\n \n\nUnder the Rodriguez Employment Agreement, Mr.\nRodriguez’s annual base salary is $485,000, subject to adjustment by the Compensation Committee of the Board (the “Compensation\nCommittee”). Mr. Rodriguez will have an annual target bonus opportunity of up to 40% of his annual base salary based on the\nachievement of specified performance goals set by the Compensation Committee. For 2026, Mr. Rodriguez’s annual target bonus shall\nbe at least 30% of his annual base salary contingent on his continued employment in good standing through the payment date. Mr. Rodriguez\nwill be eligible for an additional signing bonus of $75,000, contingent on his continued employment in good standing through the first\nregularly scheduled payroll date following the start of his employment. The signing bonus is subject to repayment on a pro rata basis\nif Mr. Rodriguez’s employment is terminated for any reason within 12 months. Mr. Rodriguez will be entitled to participate, on the\nsame basis as other executives of the Company, in those employee benefit programs for which substantially all of the executive officers\nof the Company are from time to time generally eligible, as determined by the Board. Mr. Rodriguez may be eligible to receive grants of\nequity, equity-based or similar compensation awards pursuant to the Company’s 2024 Equity Incentive Plan (the “Plan”)\nor as otherwise approved by the Compensation Committee. If Mr. Rodriguez relocates to Boulder, Colorado, he will be eligible for reimbursement\nof reasonable and customary relocation expenses, up to $30,000. The relocation reimbursement is subject to repayment on a pro rata basis\nif Mr. Rodriguez’s employment is terminated for any reason within 12 months.\n\n \n\nIn the event of a termination by the Company without\nCause or a termination by Mr. Rodriguez for Good Reason (as such terms are defined in the Rodriguez Employment Agreement), the Company\nwill pay to Mr. Rodriguez: (i) severance compensation in an amount equal to 100% of his annual base salary, (ii) any unpaid annual target\nbonus earned for the prior year, and (iii) a pro-rated portion of the annual target bonus for the year in which his employment terminates.\nSeverance payments are contingent upon the execution of a release of claims against the Company.\n\n \n\nThe Rodriguez Employment Agreement also contains\ncertain restrictive covenants, including non-competition, confidentiality and non-disparagement covenants, a covenant not to solicit clients\nfor a period of 18 months following the termination of his employment and a covenant not to solicit employees for a period of 24 months\nfollowing the termination of his employment.\n\n \n\nThe foregoing description\nof the Rodriguez Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of\nthe Rodriguez Employment Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein\nby reference.\n\n \n\n2\n\n \n\n \n\nIn addition, on July\n1, 2026, the Company granted Mr. Rodriguez performance-vesting restricted stock units (the “Rodriguez PSUs”) pursuant\nto the Plan, which supersede and replace any prior performance-vesting restricted stock unit award granted to Mr. Rodriguez. The Rodriguez\nPSUs are subject to the achievement of specified management objectives over a five-year performance period beginning January 1, 2026,\nand vest upon certification by the Compensation Committee that the applicable management objectives have been achieved, subject to Mr.\nRodriguez’s continued employment with the Company.\n\n \n\nThe foregoing description\nof the Rodriguez PSUs does not purport to be complete and is qualified in its entirety by reference to the full text of the Performance\nAward Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nThere are no arrangements\nor understandings between Mr. Rodriguez and any other person pursuant to which Mr. Rodriguez was selected to serve as Chief Operating\nOfficer. Mr. Rodriguez does not have any family relationship with any director or executive officer of the Company, or any person nominated\nor chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Rodriguez has an interest requiring\ndisclosure under Item 404(a) of Regulation S-K.\n\n \n\n*Appointment of President,\nPermian and Director Resignation*\n\n \n\nOn June 30, 2026, the Board appointed E. Will\nGray II to serve as the Company’s President of the Permian Basin, effective July 1, 2026. Mr. Gray previously served as President\nand Chief Executive Officer of the Company. On June 30, 2026, Mr. Gray also notified the Board of his resignation as a member of the Board,\neffective July 1, 2026. Mr. Gray’s resignation was not the result of any disagreement with the Company or the Board.\n\n \n\nThe Company previously\ndisclosed Mr. Gray’s biographical information required by Item 401(b) of Regulation S-K regarding identification of executive officers\nin its most recent Annual Report on Form 10-K. There are no arrangements or understandings between Mr. Gray and any other person pursuant\nto which Mr. Gray was selected to serve as President, Permian. Mr. Gray does not have any family relationship with any director or executive\nofficer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions\nin which Mr. Gray has an interest requiring disclosure under Item 404(a) of Regulation S-K.\n\n \n\n*Gray Employment Agreement*\n\n** **\n\nIn connection with Mr.\nGray’s appointment as President, Permian, on July 1, 2026, the Company entered into an Amended and Restated Employment Agreement\n(the “Gray Employment Agreement”) with Mr. Gray, effective July 1, 2026, which amends and restates Mr. Gray’s\nprior Employment Agreement, originally effective as of January 1, 2026 and disclosed pursuant to a Current Report on Form 8-K filed on\nFebruary 2, 2026.\n\n \n\nUnder the Gray Employment Agreement, Mr. Gray\nwill serve as the Company’s President of the Permian Basin, reporting to the Chief Executive Officer, for a term ending on July\n1, 2030. In the event of a termination by the Company without Cause or a termination by Mr. Gray for Good Reason (each as defined in the\nGray Employment Agreement) before July 1, 2030, the Company will pay to Mr. Gray: (i) severance equal to the base salary Mr. Gray would\nhave received through July 1, 2030, (ii) any unpaid annual target bonus earned for the prior year, and (iii) a lump-sum payment equal\nto the total cost of premium payments that would have been due for coverage under the Company’s benefit plans through July 1, 2030.\nThe other terms and conditions of Mr. Gray’s Employment Agreement remain unchanged.\n\n \n\nThe foregoing description\nof the Gray Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the\nGray Employment Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.\n\n** **\n\n****\n\n3"}