New ERA Energy & Digital: AMC Fund sells 4.09M shares

After the reported transactions, the three reporting persons no longer beneficially owned more than 10% of NUAI's equity securities.

Rhea-AI Filing Summary

New ERA Energy & Digital, Inc. (NUAI) securities were the subject of reported sales and a call-option purchase on October 14, 2026. Ten-percent owners Kent C. McCarthy, KCM Capital Inc., and AMC Fund, L.P. reported the transactions. McCarthy sold 200,000 directly held common shares at $3.9085 per share, leaving 0 shares held directly. AMC Fund sold 4,090,000 common shares at a weighted average $3.6102 per share, with 5,460,000 remaining; its reported sale prices ranged from $3.4142 to $3.9148. McCarthy also sold call options covering 50,000 shares at $0.5636 per share and 200,000 shares at a weighted average $1.2649 per share; AMC Fund purchased options covering 500,000 shares at $0.4835 per share. Each option had a $5.0000 exercise price; the 50,000-share sale and 500,000-share purchase expire January 15, 2027, and the 200,000-share sale expires January 21, 2028. The reporting persons no longer beneficially owned more than 10% of NUAI's equity securities. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Seller: 4,040,000 shares

Net Sell 6 txns

Insider MCCARTHY KENT C, KCM Capital Inc, AMC Fund, L.P.

Role 10% Owner | 10% Owner | 10% Owner

Bought 500,000 shs ($242K)

Sold 4,540,000 shs ($15.83M)

Type	Security	Shares	Price	Value
Sale	Call option F3, F1	50,000	$0.5636	$28K
Sale	Call option F5, F3, F1	200,000	$1.2649	$253K
Purchase	Call option F3, F2	500,000	$0.4835	$242K
Sale	Common Stock, $0.0001 par value per share F1	200,000	$3.9085	$782K
Sale	Common Stock, $0.0001 par value per share F4, F2	4,090,000	$3.6102	$14.77M
holding	Call option F3, F2	--	--	--

Holdings After Transaction: Call option — 0 contracts (Direct); Call option — 2,340,000 contracts for 0 underlying shares (Indirect, By AMC Fund); Common Stock, $0.0001 par value per share — 0 shares (Direct); Common Stock, $0.0001 par value per share — 5,460,000 shares (Indirect, By AMC Fund)

Footnotes (5)

1. F1. These securities were held directly by Kent C. McCarthy. Neither AMC nor KCM had any beneficial or pecuniary interest in these securities.
2. F2. These securities are held directly by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is in turn controlled by Kent C. McCarthy. KCM and Mr. McCarthy are indirect beneficial owners of the reported securities. As a result of the transaction reported on this Form 4, AMC, KCM, and Kent C. McCarthy no longer beneficially own more than 10% of the equity securities of New ERA Energy & Digital, Inc. Accordingly, AMC, KCM, and Kent C. McCarthy are no longer subject to Section 16 with respect to transactions in the equity securities of New ERA Energy & Digital, Inc. and therefore will no longer report such transactions on Form 4 or Form 5.
3. F3. The holder of the option may exercise at any time.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.4142 to $3.9148, inclusive. The reporting person undertakes to provide to New ERA Energy & Digital, Inc., any security holder of New ERA Energy & Digital, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4.
5. F5. The price reported in Column 8 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.2000 to $1.3093, inclusive.

Key Figures

McCarthy direct common-stock sale: 200,000 shares at $3.9085 per share; 0 shares held directly afterward AMC Fund common-stock sale: 4,090,000 shares at weighted average $3.6102 per share; 5,460,000 shares remaining McCarthy call-option sale: Options covering 50,000 shares; $0.5636 per share; $5.0000 exercise price +2 more

5 metrics

McCarthy direct common-stock sale 200,000 shares at $3.9085 per share; 0 shares held directly afterward October 14, 2026

AMC Fund common-stock sale 4,090,000 shares at weighted average $3.6102 per share; 5,460,000 shares remaining October 14, 2026

McCarthy call-option sale Options covering 50,000 shares; $0.5636 per share; $5.0000 exercise price October 14, 2026; expiration January 15, 2027

McCarthy call-option sale Options covering 200,000 shares; weighted average $1.2649 per share; $5.0000 exercise price October 14, 2026; expiration January 21, 2028

AMC Fund call-option purchase Options covering 500,000 shares; $0.4835 per share; $5.0000 exercise price October 14, 2026; expiration January 15, 2027

Key Terms

weighted average price, indirect beneficial owners, Section 16

3 terms

weighted average price financial

"The price reported in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

indirect beneficial owners financial

"KCM and Mr. McCarthy are indirect beneficial owners of the reported securities"

Section 16 regulatory

"no longer subject to Section 16 with respect to transactions"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

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

How many NUAI common shares did AMC Fund sell and retain?

AMC Fund, L.P. sold 4,090,000 NUAI common shares on October 14, 2026, at a weighted average $3.6102 per share, with reported prices from $3.4142 to $3.9148, inclusive. It reported 5,460,000 shares afterward.

What NUAI call-option transactions did the reporting persons make?

Ten-percent owner Kent C. McCarthy sold call options covering 50,000 shares at $0.5636 per share and 200,000 shares at a weighted average $1.2649 per share; the latter price ranged from $1.2000 to $1.3093, inclusive. AMC Fund, L.P. purchased options covering 500,000 shares at $0.4835 per share. Each had a $5.0000 exercise price, and holders may exercise at any time. No Rule 10b5-1 plan is reported.

Why will NUAI's reporting persons stop reporting trades on Forms 4 or 5?

The reporting persons stated that after the transactions they no longer beneficially owned more than 10% of New ERA Energy & Digital's equity securities. They therefore said they were no longer subject to Section 16 for transactions in those securities and would no longer report them on Forms 4 or 5.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/16/2026 - 05:09 PM EDT Accepted by SEC EDGAR 10/16/2026 - 05:08 PM EDT Learn about SEC filing dates

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

X

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^*

MCCARTHY KENT C

(Last) (First) (Middle)

13021 W 74TH ST

(Street)

SHAWNEE KANSAS 66216

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2026

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value per share	10/14/2026		S		200,000	D	$3.9085	0	D(1)
Common Stock, $0.0001 par value per share	10/14/2026		S		4,090,000	D	$3.6102(4)	5,460,000	I	By AMC Fund(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call option	$5	10/14/2026		S			50,000	(3)	01/15/2027	Common Stock, $0.0001 par value per share	50,000	$0.5636	0	D(1)
Call option	$5	10/14/2026		S			200,000	(3)	01/21/2028	Common Stock, $0.0001 par value per share	200,000	$1.2649(5)	0	D(1)
Call option	$5	10/14/2026		P		500,000		(3)	01/15/2027	Common Stock, $0.0001 par value per share	500,000	$0.4835	1,660,000	I	By AMC Fund(2)
Call option	$5							(3)	01/21/2028	Common Stock, $0.0001 par value per share	0		680,000	I	By AMC Fund(2)

1. Name and Address of Reporting Person^*

MCCARTHY KENT C

(Last) (First) (Middle)

13021 W 74TH ST

(Street)

SHAWNEE KANSAS 66216

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KCM Capital Inc

(Last) (First) (Middle)

13021 W 74TH ST

(Street)

SHAWNEE KANSAS 66216

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AMC Fund, L.P.

(Last) (First) (Middle)

13021 W 74TH ST

(Street)

SHAWNEE KANSAS 66216

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities were held directly by Kent C. McCarthy. Neither AMC nor KCM had any beneficial or pecuniary interest in these securities.

2. These securities are held directly by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is in turn controlled by Kent C. McCarthy. KCM and Mr. McCarthy are indirect beneficial owners of the reported securities. As a result of the transaction reported on this Form 4, AMC, KCM, and Kent C. McCarthy no longer beneficially own more than 10% of the equity securities of New ERA Energy & Digital, Inc. Accordingly, AMC, KCM, and Kent C. McCarthy are no longer subject to Section 16 with respect to transactions in the equity securities of New ERA Energy & Digital, Inc. and therefore will no longer report such transactions on Form 4 or Form 5.

3. The holder of the option may exercise at any time.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.4142 to $3.9148, inclusive. The reporting person undertakes to provide to New ERA Energy & Digital, Inc., any security holder of New ERA Energy & Digital, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4.

5. The price reported in Column 8 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.2000 to $1.3093, inclusive.

	Kent C. McCarthy, Authorized Person	10/16/2026
	** 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)