New Era Energy & Digital Appoints Charlie Nelson as President and Chief Operating Officer and Announces Grant of Employment Inducement Awards

Key Terms

restricted stock units financial

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-vesting restricted stock units financial

Performance-vesting restricted stock units are a form of employee pay where future company shares are granted only if the business meets specific targets, such as revenue, profit, or stock-price goals. Think of them as a bonus you earn only when certain milestones are hit; for investors they matter because they can increase the number of shares outstanding if goals are met and they reveal how management is being motivated to hit particular financial or operational objectives.

volume-weighted average closing price financial

The volume-weighted average closing price is the average of a security’s closing prices over a chosen period, where each day’s closing price is given more influence if more shares traded that day. Think of it like calculating the average price you paid for apples but counting each day’s basket size so large purchases matter more than small ones. Investors use it to see the fairer, trade-weighted trend of price movement and to reduce the skew from low-volume days.

hyperscaler technical

A hyperscaler is a very large provider of cloud computing and data-center services that owns and operates vast amounts of servers, storage and network capacity to host other companies’ applications and data. Think of them as the electric utility for digital services: their scale cuts unit costs, enables rapid growth for customers, and creates high barriers to entry, so investors watch their market share, margins and capital spending closely.

megawatts technical

A megawatt is a measure of electrical power equal to one million watts, describing how much electricity a plant or device can generate or use at a single moment. Investors use megawatts to compare the size and earning potential of energy projects—larger capacity usually means more electricity to sell—much like comparing the horsepower of engines to judge how much work they can do. Knowing megawatts helps assess scale, revenue potential, and grid impact of energy assets.

time-vesting financial

Time-vesting is a schedule that gives someone the right to a stock option, restricted share, or other award gradually over a set period rather than all at once; the recipient only “earns” portions of the grant as time passes. For investors, time-vesting matters because it affects when new shares can enter the market, how long employees have incentives to stay and perform, and the timing of potential dilution or insider selling—think of it like receiving paychecks of ownership instead of a lump-sum grant.

inducement awards financial

Inducement awards are special bonuses given to new employees to encourage them to join a company, often in the form of stock or money. They matter because they can motivate talented people to choose one company over another and help align their success with the company's growth. Think of it like a signing bonus to seal the deal.

MIDLAND, Texas--(BUSINESS WIRE)-- New Era Energy & Digital, Inc. (Nasdaq: NUAI) (“New Era” or the “Company”), a developer and operator of next-generation digital infrastructure and integrated power assets in the Permian Basin, today announced that its Board of Directors has unanimously approved the appointment of Charles (“Charlie”) Nelson as President and Chief Operating Officer, effective January 28, 2026.

Charlie joins the company in a full-time capacity from the board, of which he has served on since December of 2024. In July of 2025, Charlie transitioned from independent director to executive director and has since been instrumental in the corporate transformation of New Era in the digital infrastructure space. He brings a depth of experience in developing, funding, building, and operating growth platforms for large scale infrastructure development ranging from pipelines, gas processing and power, terminals, fuels, and chemicals. His background includes also includes developing, commercializing, modularization, and scaling new hard-tech across various sectors.

Charlie Nelson, President and COO of New Era Energy & Digital commented: “I am thrilled and honored to be joining at such a crucial moment in the Company’s evolution. As we shift from development phase into execution and growth, we have our focus squarely set on creating an engine for delivering shareholder value through high quality cash flowing assets. The future is bright for New Era as it is now well positioned to become a repeatable powerful platform for growth in the digital infrastructure space.”

E. Will Gray II, CEO of New Era Energy & Digital, commented: “New Era would not be where it is today without Charlie’s dedication, drive, and vision. His experience across data center and infrastructure development, both globally and within key regional markets, makes him uniquely qualified to lead the Company alongside me at this stage. As we advance TCDC as a power-first data center development, execution discipline will determine our success, and Charlie brings the operational rigor needed as we enter our next phase of development and growth.”

In connection with Charlie’s commencement of employment, the Company’s Board of Directors approved two equity compensation grants to Charlie as inducement material to his acceptance of employment in the form of time-vesting restricted stock units that relate to 1,221,345 shares of the Company’s common stock (the “RSUs”) and performance-vesting restricted stock units that relate to 3,664,036 shares of the Company’s common stock (the “PSUs”). These equity compensation awards are consistent with the Company’s compensation philosophy of aligning executive compensation with stockholder interests through long-term and performance-based equity compensation designed to incentivize long-term value creation.

The RSUs vest ratably on a monthly basis over a four-year period conditioned on Charlie’s continued employment with the Company as of each applicable vesting date. The PSUs vest based on successful achievement of the applicable performance criteria during the period beginning on the date of grant and ending on December 31, 2030 and are also subject to time-based vesting on a monthly basis over a four-year period conditioned on Charlie’s continued employment with the Company as of each applicable vesting date. The PSUs consist of: (i) 916,009 PSUs that vest based on the Company entering into a binding commercial agreement with a hyperscaler with minimum production of 200 megawatts; (ii) 916,009 PSUs that vest based on the Company achieving a final financial closing at a data center campus producing 200 megawatts; and (iii) 1,832,018 PSUs that vest based on: (A) the Company commencing operations of at least one data center campus producing at least 200 megawatts that is fully leased and has a target asset level revenue of at least $100 million annually, and (B) the volume-weighted average closing price of the Company’s common stock over any 90-day period during the performance period being at least $15.00.

The RSUs and PSUs are intended to be inducement awards under Rule 5635(c)(4) of the Nasdaq Listing Rules and were granted outside of the Company’s 2024 Equity Incentive Plan (the “Plan”). Although the PSUs and RSUs were granted outside of the Plan, the PSUs and RSUs are subject to the terms of the Plan.

About New Era Energy & Digital, Inc.
New Era Energy & Digital, Inc. (Nasdaq: NUAI) is a developer and operator of next-generation digital infrastructure and integrated power assets. The Company is developing Texas Critical Data Centers LLC (“TCDC”), a 438-acre, large-scale AI and high-performance computing data center campus located in Ector County, outside Odessa, Texas. TCDC is master-planned as a multi-phase development, with anticipated capacity scaling to 1+ gigawatt over time. With a growing portfolio of strategically located, vertically integrated resources including powered land and powered shells, the Company delivers turnkey solutions that enable hyperscale, enterprise, and edge operators to accelerate data center deployment, optimize total cost of ownership, and future-proof their infrastructure investments. For more information, visit: www.newerainfra.ai, and follow New Era Energy & Digital on LinkedIn and X.

Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) our ability to effectively operate our business segments; (b) our ability to manage our research, development, expansion, growth and operating expenses; (c) our ability to evaluate and measure our business, prospects and performance metrics; (d) our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry; (e) our ability to respond and adapt to changes in technology and customer behavior; (f) our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and (g) other factors (including the risks contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024). Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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New Era Energy & Digital, Inc. Investor and Media Contact:

Investor Relations

Jonathan.Paterson@harbor-access.com

Tel: +1 475 477 9401

Source: New Era Energy & Digital, Inc.