[8-K] New Era Helium Inc Reports Material Event

Rhea-AI Filing Summary

New Era Helium Inc. (Nasdaq: NEHC) filed a Form 8-K announcing the termination of a key offtake agreement. On 1 September 2023 the Company signed a Gaseous Helium Agreement with Matheson Tri-Gas, Inc. (MTG) covering 50 % of the helium output from the planned Pecos Slope Plant, conditional on the plant entering operations by 1 July 2025. MTG exercised its contractual right to terminate the agreement on 2 July 2025 after the facility failed to come online by the required date. The termination is effective immediately.

The filing contains no financial statements or alternative sales arrangements, leaving investors without visibility on replacement offtake or revised timelines for first production. The loss of a customer for half of the plant’s output is a material setback that could delay revenue generation, challenge financing assumptions and force the Company to seek new buyers.

Positive

• None.

Negative

• Termination of agreement covering 50 % of planned helium output removes key revenue source and commercial validation.
• Pecos Slope Plant missed its operational deadline, raising doubts about project execution and timeline.
• No replacement offtake or updated schedule disclosed, increasing uncertainty for investors and potential lenders.

Insights

Energy Sector Financial Analyst

TL;DR Loss of 50 % offtake deal materially weakens revenue visibility and may delay financing for Pecos Slope Plant.

The supply agreement with Matheson Tri-Gas underpinned half of the plant’s projected sales, providing price certainty and commercial validation. Its termination removes that anchor customer, intensifying market risk at a critical pre-start-up stage. The filing discloses no substitute contracts or revised commissioning schedule, suggesting potential cash-flow and funding pressure. Given the plant missed its operational trigger date, lenders and equity investors will likely reassess execution risk and cost of capital. Absent quick replacement offtake, the Company’s valuation could compress.

Industrial Gas Industry Specialist

TL;DR Helium offtake termination signals execution slippage; market now questions project readiness.

Helium buyers value reliability; missing the July 1 deadline undermines New Era’s credibility with potential partners. MTG is a top-tier distributor—losing it reduces market access and brand endorsement. The plant still lacks commercial operations, so re-marketing 50 % of future output in a niche market may require discounts or revised terms. Unless NEHC secures alternative commitments quickly, the project’s economics and timeline remain uncertain.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

July 2, 2025

Date of Report (Date of earliest event reported)

NEW ERA HELIUM INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-42433		99-3749880
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

4501 Santa Rosa Dr. Midland, TX		79707
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (432) 695-6997

Not Applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		NEHC		The Nasdaq Stock Market LLC
Warrants		NEHCW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.02 Termination of a Material Definitive Agreement.

On September 1, 2023, New Era Helium Inc., a Nevada corporation (“NEH” or the “Company”), entered into entered into an agreement with Matheson Tri-Gas, Inc. (“MTG”), pursuant to which the Company would supply 50% of the helium produced from the Company’s Pecos Slope Plant to MTF. The agreement is contingent on the Pecos Slope Plant commencing operations by July 1, 2025.

On July 2, 2025, MTG exercised its right to terminate the Gaseous Helium Agreement, effective as of that date, because the Pecos Slope Plant had not commenced operations as of July 1, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 9, 2025

NEW ERA HELIUM INC.
By:	/s/ E. Will Gray II
Name:	E. Will Gray II
Title:	Chief Executive Officer

FAQ

What did New Era Helium (NEHC) announce in its July 2 2025 Form 8-K?

NEHC disclosed that Matheson Tri-Gas terminated the Gaseous Helium Agreement after the Pecos Slope Plant failed to start operations by July 1 2025.

How much helium was covered by the terminated agreement?

The contract covered 50 % of the helium expected to be produced from the Pecos Slope Plant.

Why was the agreement terminated?

Termination was allowed because the Pecos Slope Plant did not commence operations by the contractual deadline of July 1 2025.

Does the filing mention any new customers or revised launch date for the plant?

No. The Form 8-K does not provide alternative offtake arrangements or an updated timeline for plant start-up.

What exchange are NEHC shares and warrants listed on?

Both the common stock (NEHC) and warrants (NEHCW) are listed on The Nasdaq Stock Market LLC.