New ERA Energy & Digital corrects CEO stock grant date

Q: How many shares did NUAI CEO Charles Lawrence Nelson receive in reported awards?

Nelson reported a direct common-stock award covering 300,000 shares on July 2, 2025, and grants of 31,564 RSUs on December 6, 2025, and 1,221,345 RSUs on January 28, 2026.

The largest award vests monthly over four years beginning March 16, 2026, subject to continued employment.

Available on EDGAR 11/03/2026 - 06:09 PM EST Accepted by SEC EDGAR 11/03/2026 - 06:08 PM EST

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Form Type

4/A

Rhea-AI Filing Summary

New ERA Energy & Digital, Inc. (NUAI) Chief Executive Officer and director Charles Lawrence Nelson reported direct awards covering 300,000 common shares on July 2, 2025, 31,564 restricted stock units (RSUs) on December 6, 2025, and 1,221,345 RSUs on January 28, 2026. The 31,564-RSU award was fully vested at grant as prorated board-retainer compensation. The January award vests in equal monthly installments over four years beginning March 16, 2026, subject to continued employment. The amendment corrects the 31,564-RSU grant date from February 9, 2026, to December 6, 2025; beneficially owned shares following the reported transactions total 1,552,909.

Insider Trade Summary

Grant/Award: 1,552,909 shares

Grant/Award 3 txns

Insider Nelson Charles Lawrence

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^{F1, F4}	1,221,345	$0.00	$0.00
Grant/Award	Common Stock ^{F1, F2, F3}	31,564	$0.00	$0.00
Grant/Award	Common Stock ^F1	300,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,552,909 shares (Direct)

Holdings Before and After: Common Stock, 0 to 1,552,909 shares (Direct)

Footnotes (4)

F1. The transaction reported herein was not timely reported due to an administrative oversight.
F2. This Form 4/A amends the Form 4 filed by the Reporting Person on October 30, 2026 (the "Original Form 4") solely to correct the transaction date of the grant of 31,564 restricted stock units reported therein from February 9, 2026 to December 6, 2025, the grant date set forth in the applicable award agreement. As a result, the transactions are restated in chronological order and the amounts beneficially owned following each reported transaction are revised accordingly. The total amount beneficially owned following the reported transactions (1,552,909) is unchanged. No other information in the Original Form 4 has been changed.
F3. Represents a prorated annual grant of restricted stock units ("RSUs"), fully vested at the time of grant, as the equity portion of the Reporting Person's retainer for Board service under the Issuer's Non-Employee Director Compensation Program, reflecting the portion of the year during which the Reporting Person served as a non-employee director.
F4. RSUs granted to the Reporting Person that vest in equal installments on the first business day of each calendar month beginning on March 16, 2026, over a period of four years, subject to the Reporting Person's continued employment with the Issuer from the grant date through each such vesting date. The vested RSUs will be paid on or as promptly as practicable following the vesting date (but in no event later than March 15 of the calendar year following the calendar year in which the RSUs become vested) in the form of the Issuer's common stock equal to the number of vested RSUs.

Key Figures

Common-stock award: 300,000 shares RSU award: 31,564 RSUs RSU award: 1,221,345 RSUs +2 more

5 metrics

Common-stock award 300,000 shares Granted July 2, 2025

RSU award 31,564 RSUs Granted December 6, 2025; fully vested at grant

RSU award 1,221,345 RSUs Granted January 28, 2026

Beneficially owned shares 1,552,909 shares Following the reported transactions

Vesting period Four years January 28, 2026 RSU award

Key Terms

restricted stock units, prorated annual grant, Non-Employee Director Compensation Program

3 terms

restricted stock units financial

"grant of restricted stock units ("RSUs")"

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.

prorated annual grant financial

"Represents a prorated annual grant of restricted stock units"

Non-Employee Director Compensation Program financial

"under the Issuer's Non-Employee Director Compensation Program"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did NUAI CEO Charles Lawrence Nelson receive in reported awards?

Nelson reported a direct common-stock award covering 300,000 shares on July 2, 2025, and grants of 31,564 RSUs on December 6, 2025, and 1,221,345 RSUs on January 28, 2026.

What are the vesting terms for Charles Lawrence Nelson’s 1,221,345 NUAI RSUs?

The RSUs vest in equal installments on the first business day of each calendar month beginning March 16, 2026, over four years, subject to continued employment through each vesting date. Vested RSUs are paid in common stock equal to the number of vested RSUs, no later than March 15 of the following calendar year.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nelson Charles Lawrence

(Last)

(First)

(Middle)

200 NORTH LORAINE STREET #1324

(Street)

MIDLAND

TEXAS

79701

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
New ERA Energy & Digital, Inc. [ NUAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/30/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2025⁽¹⁾		A		300,000	A	$0	300,000	D
Common Stock	12/06/2025⁽¹⁾⁽²⁾		A		31,564⁽³⁾	A	$0	331,564	D
Common Stock	01/28/2026⁽¹⁾		A		1,221,345⁽⁴⁾	A	$0	1,552,909	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The transaction reported herein was not timely reported due to an administrative oversight.

2. This Form 4/A amends the Form 4 filed by the Reporting Person on October 30, 2026 (the "Original Form 4") solely to correct the transaction date of the grant of 31,564 restricted stock units reported therein from February 9, 2026 to December 6, 2025, the grant date set forth in the applicable award agreement. As a result, the transactions are restated in chronological order and the amounts beneficially owned following each reported transaction are revised accordingly. The total amount beneficially owned following the reported transactions (1,552,909) is unchanged. No other information in the Original Form 4 has been changed.

3. Represents a prorated annual grant of restricted stock units ("RSUs"), fully vested at the time of grant, as the equity portion of the Reporting Person's retainer for Board service under the Issuer's Non-Employee Director Compensation Program, reflecting the portion of the year during which the Reporting Person served as a non-employee director.

4. RSUs granted to the Reporting Person that vest in equal installments on the first business day of each calendar month beginning on March 16, 2026, over a period of four years, subject to the Reporting Person's continued employment with the Issuer from the grant date through each such vesting date. The vested RSUs will be paid on or as promptly as practicable following the vesting date (but in no event later than March 15 of the calendar year following the calendar year in which the RSUs become vested) in the form of the Issuer's common stock equal to the number of vested RSUs.

	Lisa Kish, Attorney-in-Fact for Charles L. Nelson	11/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR