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New Era Energy & Digital, Inc. entered into a Waiver and Consent Letter with Macquarie Equipment Capital Inc. on July 17, 2026, amending the Term Loan Agreement dated April 8, 2026. Macquarie agreed to waive certain requirements under the existing term loan.
Under the Consent Letter, the parties extended the timeframe for New Era Energy & Digital to establish an at-the-market program on an effective registration statement with an aggregate offering price of at least $100 million. The company is now required to put this program in place within 60 days after receiving written notice from Macquarie or its permitted successors and assigns, or, under certain circumstances, within five business days following the filing of its next quarterly or annual periodic report.
New ERA Energy & Digital, Inc. is reported to have 5,387,220 shares of its common stock beneficially owned by a group of affiliated investment entities and an individual, collectively referred to as the Reporting Persons. These shares represent 5.3% of the outstanding common stock, based on 101,465,286 shares outstanding as of May 12, 2026.
The Reporting Persons are Conversant Opportunity Master Fund LP, Conversant GP Holdings LLC, Conversant Capital LLC, and Michael Simanovsky. All reported shares are held with shared voting and dispositive power and no sole power. The parties have agreed to report jointly with respect to the same securities.
CASAZZA ANDREW F reported acquisition or exercise transactions in this Form 4 filing.
New ERA Energy & Digital, Inc.’s Chief Corporate Officer Andrew F. Casazza reported receiving a grant of 400,000 shares of common stock as equity compensation. The Form 4 shows this as an award (code A), with a price of $0.00 per share.
The award represents restricted stock units that vest in equal monthly installments over four years, starting on April 28, 2026, as long as he remains employed by the company through each vesting date. Following this grant, he holds 400,000 common shares directly.
The filing notes that the transaction occurred on April 28, 2026 but was reported late because of a delay in issuing EDGAR access codes.
New ERA Energy & Digital, Inc. executive Andrew F. Casazza, Chief Corporate Officer, filed an initial Form 3 reporting his beneficial ownership in the company. The filing shows he held no shares of Common Stock directly as of the reported date, and no buy or sell transactions were reported.
New Era Energy & Digital, Inc. announced a leadership reshuffle effective July 1, 2026. Charles Nelson, previously President and Chief Operating Officer, becomes Chairman and Chief Executive Officer. Ted Warner, who remains Chief Financial Officer, is also appointed President and joins the Board of Directors. José Rodriguez, formerly Vice President of Data Center Engineering and Operations, is promoted to Chief Operating Officer with a new employment agreement that includes a $485,000 base salary, annual bonus opportunities, a $75,000 signing bonus, and eligibility for relocation reimbursement.
E. Will Gray II moves from President and Chief Executive Officer to President of the Permian Basin and resigns from the Board, with his employment agreement amended to provide severance protections through July 1, 2030. Rodriguez also receives performance-vesting restricted stock units tied to management objectives over a five-year period beginning January 1, 2026.
Rovell Darin Charles reported acquisition or exercise transactions in this Form 4 filing.
New ERA Energy & Digital, Inc. reported that Chief Accounting Officer Darin Charles Rovell received a grant of 325,000 restricted stock units (RSUs) of common stock. These RSUs were granted under the New Era Helium Corp. 2024 Equity Incentive Plan as part of his equity compensation.
The RSUs vest in equal installments on the first business day of each calendar month beginning on June 22, 2026 over a period of four years, conditioned on his continued employment through each vesting date. Vested RSUs will be settled in shares of common stock shortly after vesting, and his direct holdings after this grant are reported as 325,000 shares.
New ERA Energy & Digital, Inc. disclosed an initial statement of beneficial ownership for Chief Accounting Officer Rovell Darin Charles on Form 3. The filing indicates that he holds no shares of the company’s Common Stock directly as of June 22, 2026.
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.
New Era Energy & Digital, Inc. has agreed in principle to pay $1.0 million to the United States Trustee to resolve all claims brought by the State of New Mexico against the Company and related parties, subject to approval by the United States Bankruptcy Court for the Western District of Texas. These claims involve allegations tied to legacy helium and gas assets and related environmental obligations and would be dismissed with prejudice once the settlement is approved and paid.
The settlement does not constitute an admission of liability or wrongdoing, and the New Era defendants expressly deny liability. While the agreement would remove the State of New Mexico’s five claims against the Company, three separate claims against Chief Executive Officer E. Will Gray II, in his individual capacity, will continue, which he intends to defend.
New Era Energy & Digital, Inc. is registering 2,923,117 shares of common stock for resale by selling stockholders, including 400,208 shares underlying warrants issued to Macquarie. The company states it will receive no proceeds from these resale transactions except to the extent Macquarie Warrants are exercised for cash.
The registration covers shares issued to Macquarie in connection with a $20.0M Term Loan and shares issued to Zachary Yi Zhou under a shareholder note. The prospectus describes resale mechanics, selling‑holder tables (based on 101,290,928 shares outstanding as of May 14, 2026), registration rights arrangements, and plan of distribution methods.