New ERA Energy & Digital awards Gray 1.22M stock units

RSUs vest on the first business day of each calendar month over four years, subject to continued employment; the option award was fully vested on its grant date.

Available on EDGAR 10/30/2026 - 06:24 PM EDT Accepted by SEC EDGAR 10/30/2026 - 06:23 PM EDT

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Form Type

Rhea-AI Filing Summary

New ERA Energy & Digital, Inc. (NUAI) awarded Everett Willard Gray II, listed as President, Permian Basin, 1,221,345 restricted stock units (RSUs) on January 28, 2026; the entry reports 1,221,345 shares following the award. RSUs vest in equal installments on the first business day of each calendar month after grant over four years, subject to continued employment through each vesting date. Vested RSUs are paid in common stock on or as promptly as practicable after vesting, no later than March 15 of the calendar year after they vest. Both transactions were not timely reported due to an administrative oversight.

On July 2, 2025, Gray received 300,000 employee stock options, with 300,000 options reported following the award. They were fully vested at grant, carry an exercise price of $0.5349 per share, and expire July 2, 2035. The July 2, 2025 holding entry lists 879,819 common shares indirectly through Pecos Slope Holdings, LLC; Gray is its managing partner. The remarks state both transactions occurred while Gray served as Chairman and Chief Executive Officer; he ceased to be subject to Section 16 effective July 1, 2026.

Insider Trade Summary

Grant/Award: 1,521,345 shares

Grant/Award 2 txns

Insider GRAY EVERETT WILLARD II

Role President, Permian Basin

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^{F1, F2}	1,221,345	$0.00	$0.00
Grant/Award	Employee Stock Option (Right to Buy) ^{F1, F4}	300,000	$0.00	$0.00
Holding	Common Stock ^F3	--	--	--

Holdings After Transaction: Employee Stock Option (Right to Buy) — 300,000 contracts (Direct); Common Stock — 1,221,345 shares (Direct); Common Stock — 879,819 shares (Indirect, Pecos Slope Holdings, LLC)

Holdings Before and After: Employee Stock Option (Right to Buy), 0 to 300,000 contracts (Direct); Common Stock, 0 to 1,221,345 shares (Direct)

Footnotes (4)

F1. The transaction reported herein was not timely reported due to an administrative oversight.
F2. Represents restricted stock units ("RSUs") granted to the Reporting Person that vest in equal installments on the first business day of each calendar month following the grant date over a period of four (4) years, subject to the Reporting Person's continued employment with the Issuer through each applicable 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.
F3. Reporting Person is the Managing Partner of Pecos Slope Holdings, LLC.
F4. The stock option award was fully vested on the grant date.

Key Figures

Restricted stock units awarded: 1,221,345 RSUs Employee stock options: 300,000 options Exercise price: $0.5349 per share +2 more

5 metrics

Restricted stock units awarded 1,221,345 RSUs January 28, 2026; four-year vesting schedule

Employee stock options 300,000 options Awarded July 2, 2025; 300,000 options reported following the award

Exercise price $0.5349 per share Employee stock option award dated July 2, 2025

Option expiration date July 2, 2035 Employee stock options awarded July 2, 2025

Indirect common-stock holding 879,819 shares July 2, 2025 holding entry; held through Pecos Slope Holdings, LLC

Key Terms

restricted stock units, vest in equal installments, fully vested, exercise price

4 terms

restricted stock units financial

"Represents restricted stock units granted to the Reporting Person"

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.

vest in equal installments financial

"vest in equal installments on the first business day"

fully vested financial

"The stock option award was fully vested on the grant date"

exercise price financial

"Employee Stock Option (Right to Buy), exercise price $0.5349 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

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

How many RSUs did NUAI award Everett Willard Gray II?

Everett Willard Gray II received 1,221,345 RSUs on January 28, 2026. They vest in equal installments on the first business day of each calendar month after grant over four years, subject to continued employment through each vesting date. Vested RSUs are paid in common stock on or as promptly as practicable after vesting, no later than March 15 of the calendar year after they vest.

What were the terms of Everett Willard Gray II's NUAI stock option award?

Gray received 300,000 employee stock options on July 2, 2025, with an exercise price of $0.5349 per share. The options were fully vested on the grant date and expire July 2, 2035.

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^*

GRAY EVERETT WILLARD II

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Permian Basin

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)

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	01/28/2026⁽¹⁾		A		1,221,345⁽²⁾	A	$0	1,221,345	D
Common Stock								879,819	I	Pecos Slope Holdings, LLC⁽³⁾

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)
Employee Stock Option (Right to Buy)	$0.5349	07/02/2025⁽¹⁾		A		300,000		07/02/2025⁽⁴⁾	07/02/2035	Common Stock	300,000	$0	300,000	D

Explanation of Responses:

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

2. Represents restricted stock units ("RSUs") granted to the Reporting Person that vest in equal installments on the first business day of each calendar month following the grant date over a period of four (4) years, subject to the Reporting Person's continued employment with the Issuer through each applicable 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.

3. Reporting Person is the Managing Partner of Pecos Slope Holdings, LLC.

4. The stock option award was fully vested on the grant date.

Remarks:

The Reporting Person ceased to be subject to Section 16 effective July 1, 2026. Each transaction reported on this Form 4 occurred prior to that date, while the Reporting Person served as the Issuer's Chairman and Chief Executive Officer. Exhibit List: Exhibit 24 - Power of Attorney

	Lisa Kish, Attorney-in-Fact for Everett Willard Gray II	10/30/2026
	** 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