New Era Energy & Digital (NASDAQ: NUAI) hires CAO with $350k salary, RSUs

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. appointed Darin Rovell as Chief Accounting Officer, effective June 22, 2026. He brings experience from HF Sinclair Corporation and At Home Group, and is a Certified Public Accountant with advanced business and accounting degrees.

Rovell’s employment agreement provides a $350,000 annual base salary, an annual target bonus of up to 40% of base pay, and a potential $30,000 signing bonus with a 12‑month clawback. If terminated without Cause or for Good Reason before a Change in Control, he is eligible for cash severance equal to 100% of base salary, certain bonus amounts, and 12 months of benefits premiums. If such a termination occurs within 12 months after a Change in Control, cash severance increases to 150% of base salary with 18 months of benefits premiums.

Rovell will receive 325,000 restricted stock units vesting monthly over four years, with full vesting upon certain terminations or a Change in Control. The agreement also includes non‑competition, confidentiality, non‑disparagement, and post‑employment non‑solicitation covenants.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual base salary: $350,000 per year Target bonus: 40% of base salary Signing bonus: $30,000 +5 more

8 metrics

Annual base salary $350,000 per year Set in Rovell Employment Agreement

Target bonus 40% of base salary Annual bonus opportunity based on performance goals

Signing bonus $30,000 Eligible if employed through first payroll date; 12‑month clawback

Severance pre-Change in Control 100% of base salary For termination without Cause or for Good Reason before Change in Control

Severance post-Change in Control 150% of base salary For termination without Cause or for Good Reason within 12 months after Change in Control

Benefits coverage pre-Change in Control 12 months of premiums Lump sum equal to 12 months of benefits plan premium costs

Benefits coverage post-Change in Control 18 months of premiums Lump sum equal to 18 months of benefits plan premium costs

RSU grant 325,000 shares Restricted stock units vesting monthly over four years from June 22, 2026

Key Terms

Change in Control, Good Reason, restricted stock units, non-competition, +2 more

6 terms

Change in Control financial

"on or within 12 months following a Change in Control, the Company will pay"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Good Reason financial

"a termination by Mr. Rovell for Good Reason at any time before a Change in Control"

restricted stock units financial

"Mr. Rovell will be granted an award of restricted stock units"

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.

non-competition financial

"contains certain restrictive covenants, including non-competition, confidentiality and non-disparagement"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

Emerging growth company regulatory

"Emerging growth company Item 5.02."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

severance compensation financial

"the Company will pay to Mr. Rovell: (i) severance compensation in an amount equal to"

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Understanding 8-K Material Events →

06/03/2026 - 06:03 AM

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

June 1, 2026

Date of Report (Date of earliest event reported)

NEW ERA ENERGY & DIGITAL, 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)

200 N. Loraine Street, Suite 1324 Midland, TX		79701
(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	NUAI	The Nasdaq Stock Market LLC
Warrants	NUAIW	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 ☒

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Accounting Officer

On June 1, 2026, the Board of Directors (the “Board”) of New Era Energy & Digital, Inc. (the “Company”) appointed Darin Rovell to serve as Chief Accounting Officer of the Company, effective June 22, 2026.

Mr. Rovell, age 38, previously served as Senior Director, Consolidations and Reporting at HF Sinclair Corporation (NYSE: DINO) from May 2023 to June 2026, and held various roles at At Home Group Inc. from May 2016 to May 2023, including most recently as Senior Director of Investor Relations. Mr. Rovell also formerly held positions at Riveron Consulting LLC, Ernst & Young LLP, and BKD LLP (now Forvis Mazars LLP). Mr. Rovell is a Certified Public Accountant. Mr. Rovell holds a Bachelor of Science in Accounting from the University of Texas at Dallas and a Master of Business Administration from the University of Chicago Booth School of Business.

There are no arrangements or understandings between Mr. Rovell and any other person pursuant to which Mr. Rovell was selected to serve as the Company’s Chief Accounting Officer. Mr. Rovell does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Rovell has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Rovell Employment Agreement

In connection with Mr. Rovell’s appointment as Chief Accounting Officer, the Company and Mr. Rovell entered into an employment agreement (the “Rovell Employment Agreement”), effective June 22, 2026. Under the Rovell Employment Agreement, Mr. Rovell’s annual base salary is $350,000, subject to adjustment by the Compensation Committee of the Board (the “Compensation Committee”). Mr. Rovell will have an annual target bonus opportunity of up to 40% of his annual base salary based on the achievement of specified performance goals set by the Compensation Committee, which will be paid on a pro-rated basis for Mr. Rovell’s employment in 2026. Mr. Rovell will be eligible for an additional signing bonus of $30,000, contingent on his continued employment in good standing through the first regularly scheduled payroll date following the start of his employment. The signing bonus is subject to repayment on a pro rata basis if Mr. Rovell’s employment is terminated for any reason within 12 months. Mr. Rovell will be entitled to participate, on the same basis as other executives of the Company, in those employee benefit programs for which substantially all of the executive officers of the Company are from time to time generally eligible, as determined by the Board. Mr. Rovell may be eligible to receive grants of equity, equity-based or similar compensation awards pursuant to the Company’s then-current equity incentive plan or as otherwise approved by the Compensation Committee.

In the event of a termination by the Company without Cause or a termination by Mr. Rovell for Good Reason at any time before a Change in Control (as such terms are defined in the Rovell Employment Agreement), the Company will pay to Mr. Rovell: (i) severance compensation in an amount equal to 100% of his annual base salary, (ii) any unpaid annual target bonus earned for the prior year, (iii) a pro-rated portion of the annual target bonus for the year in which the Rovell Employment Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 12 months of coverage under the Company’s benefit plans.

In the event of a termination by the Company without Cause or a termination by Mr. Rovell for Good Reason on or within 12 months following a Change in Control, the Company will pay to Mr. Rovell: (i) severance compensation in an amount equal to 150% of his annual base salary, (ii) any unpaid annual target bonus earned for the prior year, (iii) a pro-rated portion of the annual target bonus for the year in which the Rovell Employment Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 18 months of coverage under the Company’s benefit plans.

Severance payments described above are contingent upon the execution of a release of claims against the Company.

The Rovell Employment Agreement also contains certain restrictive covenants, including non-competition, confidentiality and non-disparagement covenants, a covenant not to solicit clients for a period of 18-months following the termination of his employment and not to solicit employees for a period of 24 months following the termination of his employment.

Rovell RSU Award Agreement

Mr. Rovell will be granted an award of restricted stock units (“RSUs”) covering a total of 325,000 shares of the Company’s common stock which shall vest each month over a four-year period beginning on June 22, 2026, subject to Mr. Rovell’s continued employment with the Company through each vesting date, and in accordance with the terms set forth in the form of Restricted Stock Unit Award Agreement, by and between the Company and Mr. Rovell (the “Rovell RSU Agreement”), and the terms of the New Era Helium Corp. 2024 Equity Incentive Plan, as amended (the “Plan”). In the event that Mr. Rovell’s termination of employment with the Company occurs due to a death, disability, a termination by the Company without Cause, or by Mr. Rovell for Good Reason (as such terms are defined within the Rovell RSU Agreement), or there is a Change in Control of the Company (as defined within the Plan), the RSUs will vest in full.

The foregoing descriptions of the Rovell Employment Agreement and Rovell RSU Agreement do not purport to be complete and are qualified in their entirety by reference to the Rovell Employment Agreement and Rovell RSU Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT		DESCRIPTION
10.1		Employment Agreement, dated June 1, 2026, by and between the Company and Darin Rovell.
10.2		Form of Restricted Stock Unit Award Agreement, by and between the Company and Darin Rovell.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	NEW ERA ENERGY & DIGITAL, INC.
Date: June 3, 2026
	By:	/s/ E. Will Gray II
		E. Will Gray II
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive change did New Era Energy & Digital (NUAI) announce?

New Era Energy & Digital appointed Darin Rovell as Chief Accounting Officer effective June 22, 2026. He brings public company reporting and investor relations experience from HF Sinclair and At Home Group, along with CPA credentials and advanced business and accounting degrees.

What is Darin Rovell’s compensation package at New Era Energy & Digital (NUAI)?

Darin Rovell will receive a $350,000 annual base salary and an annual target bonus opportunity up to 40% of salary. His package also includes eligibility for equity awards, standard executive benefits, and a potential $30,000 signing bonus with specific employment conditions.

How much is the signing bonus for New Era Energy & Digital’s new CAO?

The new Chief Accounting Officer is eligible for a $30,000 signing bonus, payable after his start date. The bonus must be repaid on a pro rata basis if his employment ends for any reason within 12 months of payment under the agreement’s terms.

What severance could Darin Rovell receive if terminated by New Era Energy & Digital (NUAI)?

If terminated without Cause or for Good Reason before a Change in Control, Rovell can receive salary equal to 100% of base pay, certain bonus amounts, and 12 months of benefits premiums. These amounts increase to 150% of base salary and 18 months of premiums after a Change in Control.

What equity award did New Era Energy & Digital grant to its new CAO?

Darin Rovell will receive 325,000 restricted stock units in New Era Energy & Digital. These RSUs vest monthly over four years starting June 22, 2026, and can fully vest upon certain terminations or a Change in Control, subject to the plan and award agreement terms.

What post-employment restrictions apply to New Era Energy & Digital’s new CAO?

Rovell’s agreement includes non-competition, confidentiality, non-disparagement, and non-solicitation covenants. He agrees not to solicit clients for 18 months and not to solicit employees for 24 months after his employment ends, in addition to other restrictive provisions.

Filing Exhibits & Attachments

6 documents