New ERA Energy & Digital, Inc.

Overview

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• TickerNUAI on Nasdaq¹
• IndustryCrude Petroleum & Natural Gas¹
• HeadquartersMidland, Texas¹
• Incorporated inNV²
• Business address200 N. Loraine Street, Suite 1324, Midland, Tx 79701²
• Filer category, Emerging growth company²
• Legal formCorporation

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These attributes support the case for power-centric data center development focused on accelerated time-to-operation and scalable expansion.⁴ From its latest annual report

Corporate structure

New ERA Energy & Digital, Inc. sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What New ERA Energy & Digital, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

Investments

Properties, in its own words

We currently utilize office space at 200 N. Loraine Street, Suite 1324, Midland Texas 79701. This lease commenced on February 23, 2026 and will terminate on February 22, 2027.

We currently own or lease certain property in support of our data center and digital infrastructure projects, including approximately 438 acres in Ector County, Texas, for the development of TCDC’s multi-phase, multi-gigawatt AI and HPC campus, and the option to acquire approximately 3,500 acres in Lea County, New Mexico, for the development of a large scale AI data center campus.

Item 2 of the 10-K filed Mar 12, 2026.⁴

Leadership

Who has led New ERA Energy & Digital, Inc., and when. Pick a name to see everywhere that person has worked.

• Chief executive officerEverett Willard Gray Ii. Dec 9, 2024 to Dec 9, 2024⁹
• Chief financial officerMichael J. Rugen Dec 9, 2024 to Dec 9, 2024¹⁰

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

• NEH Midstream LLC Texas³
• New Era Helium Corp. Nevada³
• New Era Helium Inc. Nevada³
• Solis Partners, LLC Texas³

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

• NEW ERA HELIUM INC.Jul 26, 2024 to Jul 29, 2025²
• Roth CH V Holdings, Inc.Jun 28, 2024 to Nov 6, 2024²

Timeline

1. Oct 8, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares¹⁷
2. Sep 24, 20268-K Entered a material agreement; Other events¹⁸
3. Sep 21, 20268-K Entered a material agreement; Regulation FD disclosure¹⁹
4. Aug 17, 20268-K Regulation FD disclosure²⁰
5. Jul 30, 20268-K Earlier financial statements no longer reliable²¹
6. Jul 22, 20268-K Entered a material agreement²²
7. Jul 6, 20268-K Executive or director change²³
8. Jun 3, 20268-K Executive or director change²⁴
9. May 28, 20268-K Regulation FD disclosure; Other events²⁵
10. May 19, 20268-K Regulation FD disclosure²⁶
11. Apr 27, 20268-K Other events²⁷
12. Apr 17, 20268-K Executive or director change; Regulation FD disclosure²⁸
13. Dec 9, 2024New chief executive Everett Willard Gray Ii. becomes CEO⁹

Calendar

Coming up

1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.20) a share, on Nov 13, 2025.²⁹

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

194 filings to the SEC since October 2021: 3 annual reports, 6 quarterly reports, 56 major events, 13 insider forms, 23 large holders, 1 private raises, 92 other. The latest 20:

1. Oct 14, 20264 PRIMARY DOCUMENT EDGAR
2. Oct 14, 20263 PRIMARY DOCUMENT EDGAR
3. Oct 9, 2026SCHEDULE 13G/A EDGAR
4. Oct 8, 20268-K CURRENT REPORT EDGAR
5. Sep 24, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
6. Sep 24, 20268-K CURRENT REPORT EDGAR
7. Sep 21, 20268-K CURRENT REPORT EDGAR
8. Sep 1, 2026SCHEDULE 13G EDGAR
9. Aug 17, 20268-K CURRENT REPORT EDGAR
10. Aug 14, 2026SCHEDULE 13G/A EDGAR
11. Aug 14, 2026SCHEDULE 13G EDGAR
12. Aug 14, 202610-Q QUARTERLY REPORT EDGAR
13. Aug 14, 202610-Q/A AMENDMENT NO. 1 TO FORM 10-Q EDGAR
14. Aug 14, 2026SCHEDULE 13G/A EDGAR
15. Aug 14, 2026SCHEDULE 13G/A EDGAR
16. Jul 30, 2026SCHEDULE 13G EDGAR
17. Jul 30, 20268-K CURRENT REPORT EDGAR
18. Jul 22, 20268-K CURRENT REPORT EDGAR
19. Jul 20, 2026SCHEDULE 13G EDGAR
20. Jul 8, 20264 EDGAR

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

• KCM Capital IncSCHEDULE 13G/A, 2 filings Sep 1, 2026 to Oct 9, 2026³⁰
• Caracola Ventures CorpSCHEDULE 13G/A, 3 filings Apr 7, 2026 to Aug 14, 2026³¹
• DAVIDSON KEMPNER CAPITAL MANAGEMENT LPSCHEDULE 13G/A, 2 filings Apr 16, 2026 to Aug 14, 2026³²
• Hood River Capital Management LLCSCHEDULE 13G, 1 filing Aug 14, 2026³³
• SUSQUEHANNA SECURITIES, LLCSCHEDULE 13G/A, 2 filings May 15, 2026 to Aug 14, 2026³⁴
• BlackRockSCHEDULE 13G, 1 filing Jul 30, 2026³⁵
• Conversant Capital LLCSCHEDULE 13G, 1 filing Jul 20, 2026³⁶
• Zachary Yi ZhouSCHEDULE 13G/A, 2 filings Nov 26, 2025 to Feb 17, 2026³⁷
• Hanju YangSCHEDULE 13G, 1 filing Jan 30, 2026³⁸
• CR Financial Holdings, Inc.SCHEDULE 13G/A, 2 filings Dec 16, 2024 to Feb 14, 2025³⁹
• CHLM Sponsor-5 LLCSCHEDULE 13G, 1 filing Dec 16, 2024⁴⁰
• Casey J. SolisSCHEDULE 13G, 1 filing Dec 16, 2024⁴¹
• Joel G. SolisSCHEDULE 13G, 1 filing Dec 16, 2024⁴²
• John C. LipmanSCHEDULE 13G, 1 filing Dec 16, 2024⁴³
• Pecos Slope Holdings LLCSCHEDULE 13D, 1 filing Dec 16, 2024⁴⁴
• Robert C. SolisSCHEDULE 13G, 1 filing Dec 16, 2024⁴⁵

Money raised

Private offerings the company reported to the SEC on Form D.

1. Dec 6, 2024Raised $37 million in a private offering of securities Form D: $105 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How New ERA Energy & Digital, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

• Name on EDGARNew ERA Energy & Digital, Inc.¹
• CIK0002028336
• Employer ID (EIN)99-3749880⁴
• Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company⁴
• Incorporated inNevada⁴
• Fiscal year endsDecember 31¹
• Industry code (SIC)1311 Crude Petroleum & Natural Gas¹
• SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance¹
• Business address200 N. Loraine Street, Suite 1324, Midland, TX 79701¹
• Phone432-695-6997¹
• Shares outstanding106,559,339 as of Aug 10, 2026⁸
• Public float$12.0M as of Jun 30, 2025⁴
• AuditorWEAVER AND TIDWELL, L.L.P., Denver, Colorado PCAOB ID 410; no auditor attestation of internal control over financial reporting⁴
• On EDGAR sinceJun 28, 2024¹
• Filings194 in all: 8-K (54), 424B3 (23), CORRESP (15), SCHEDULE 13G (15), UPLOAD (14), 3 (10), SCHEDULE 13G/A (7), EFFECT (6)¹
  All 34 form types

  10-Q (5), S-4/A (5), S-3 (4), 4 (3), 424B5 (3), S-1/A (3), 10-K (2), 425 (2), DEF 14A (2), DEFA14A (2), PRE 14A (2), S-1 (2), S-3/A (2), 10-K/A (1), 10-Q/A (1), 8-K/A (1), 8-K12B (1), D (1), DEF 14C (1), PRE 14C (1), PRER14A (1), S-4 (1), S-8 (1), S-8 POS (1), SCHEDULE 13D (1), SEC STAFF LETTER (1)

• Latest filingsAnnual report (10-K) Mar 12, 2026
  Quarterly report (10-Q) Aug 14, 2026
  Proxy statement (DEF 14A) Mar 16, 2026
  Latest 8-K (8-K) Oct 8, 2026

Securities registered for trading

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).⁴

Risk factors and legal proceedings

The risks New ERA Energy & Digital, Inc. names in Item 1A of its 10-K filed Mar 12, 2026: 61 risks under these headings, as written.⁴

• Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refers to the Company and its subsidiaries.
• Risks Related to Our Business
• We recently transitioned our primary business focus from helium exploration to digital infrastructure and we may not be able to effectively execute our business strategy.
• We are a development-stage company and our new business strategy has no operating history or historical revenue, and we face execution risk across all major components of our business.
• We do not currently have sufficient working capital to fund our planned operations for the next twelve months. There is uncertainty regarding our ability to raise additional capital and as such, there is substantial doubt regarding our ability to continue as a going concern.
• We have not yet constructed our facilities or entered into any binding contracts with any tenants, and there is no guarantee that we will be able to do so in the future. Our limited commercial operating history makes it difficult to evaluate our prospects, the risks and challenges we may encounter and our total potential addressable market. Any delays or setbacks we may experience could have a material adverse effect on our business, financial condition and results of operations, and could harm our reputation.
• We will require significant additional capital to construct and complete our TCDC’s primary site in Ector County, and we may not be able to secure such financing on time with acceptable terms, or at all, which could cause delays in our construction, lead to inadequate liquidity and increase overall costs.
• Technological advances or disruptive innovations, specifically advancements in AI, may outpace our development cycle, and we are exposed to technology obsolescence across all major asset classes.
• We will be dependent on third-party manufacturing and supply chain relationships to build and operate our facilities. Our reliance on third parties and suppliers involves certain risks that may result in increased costs, delays, and loss of revenue.
• We depend on third-party vendors, contractors, and consultants to support our business.
• We intend to enter into a joint venture with a development partner to operate our flagship site. While we expect to have the ability to influence certain business decisions affecting the joint venture, the success of our investment in the joint venture will depend in large part on the development partner’s operation of the joint venture.
• Our business operations rely heavily on securing agreements with suppliers for essential materials, equipment, and components which will be used to construct our data center projects.

Legal proceedings

From time to time, we may be party to or otherwise involved in legal proceedings arising in the ordinary course of business. We recognize provisions for legal proceedings in our financial statements, in accordance with accounting rules, when we are advised by independent outside counsel that (i) it is probable that an outflow of resources will be required to settle the obligation and (ii) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis by outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system. Our provisions for probable losses arising from these matters are estimated and periodically adjusted by management. In making these adjustments our management relies on the opinions of our external legal advisors.

On December 23, 2025, the State of New Mexico filed a lawsuit against the Company and other parties, including Chief Executive Officer E. Will Gray II, in the First Judicial District Court for Santa Fe County (“New Mexico Litigation”). The complaint alleges several causes of action, including for unjust enrichment, violations of the New Mexico Oil and Gas Act, violations of the Uniform Voidable Transactions Act, Fraud Against Taxpayers Act, civil conspiracy, and veil piercing, and seeks, among other relief, damages, civil penalties, costs, and attorneys’ fees. The New Mexico Litigation was stayed shortly after it was initiated because of the ongoing bankruptcy proceedings for several unrelated defendants. The case is in its early stages and will remain in abeyance until the bankruptcy court lifts the stay.

The opening of Item 3, Legal Proceedings.⁴