Entry into a Material Definitive Agreement. Securities Purchase Agreements On October 28, 2026, New Era Energy & Digital, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Investors”) to sell shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), in a private placement for gross proceeds of approximately $64 million (the “Private Placement”). The Company will issue an aggregate of…

Unregistered Sales of Equity Securities. The information regarding the Private Placement set forth in

and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. Cautionary Statements This Current Report on Form 8-K contains “forward-looking statements.” Forward-l…

Entry into a Material Definitive Agreement. Letter of Credit Reimbursement Agreement On October 7, 2026, TCDC PowerCo LLC (“PowerCo”) and Texas Critical Data Centers LLC (“TCDC”), each a subsidiary of New Era Energy & Digital, Inc. (the “Company”), entered into a Letter of Credit Reimbursement Agreement (the “Reimbursement Agreement”) with Macquarie Bank Limited (the “Bank”). As previously disclosed, PowerCo is party to a Power Purchase Agreement (the “PPA”) with Luminant ET Services Company…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

The Warrants were issued to the Lender upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Other Events. The Company has begun pursuing leases with hyperscale tenants for its Texas Critical Data Center project (the “TCDC Project”), rather than seeking to develop the TCDC Project through a joint venture with a data center developer. The Company believes that its ownership of the TCDC Project site and the contracted power for Phase 1 under the PPA position it to negotiate leases directly with such prospective hyperscale tenants. Forward-Looking Statements This Current Report on Form…

Other Events On September 24, 2026, in connection with the ATM Program, the Company included in the Prospectus Supplement certain additional disclosures related to its business. This disclosure is set forth below. Ongoing Commercial Negotiations The Company has prioritized negotiating towards one or more transactions directly with a tenant partner and is focused on discussions with multiple potential tenants, including one of the world’s largest consumers of AI infrastructure to serve as its…

Entry into a Material Definitive Agreement On September 24, 2026, New Era Energy & Digital, Inc., a Nevada corporation (the “ Company ”), entered into an At-The-Market Issuance Sales Agreement (the “ Sales Agreement ”) with Mizuho Securities USA LLC, B. Riley Securities, Inc., Northland Securities, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, BTIG, LLC, and Roth Capital Partners, LLC (collectively, the “ Agents ”), pursuant to which the Company may offer and sell,…

Entry into a Material Definitive Agreement. Power Purchase Agreement On September 18, 2026, TCDC PowerCo LLC (“New Era”), a subsidiary of New Era Energy & Digital, Inc. (the “Company”), entered into a Power Purchase Agreement (the “PPA”) with Luminant ET Services Company LLC (“Luminant”), pursuant to which Luminant has agreed to supply to New Era a minimum of 200 megawatts (“MW”) and up to a maximum of 207 MW of electric energy (the “Contract Quantity”) generated from a 1,180 MW natural gas-f…

Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Review. On July 24, 2026, the Audit Committee (the “ Audit Committee ”) of the Board of Directors (the “ Board ”) of New Era Energy & Digital, Inc., a Nevada corporation (the “ Company ”), determined, after consultation with management and Weaver and Tidwell, L.L.P., the Company’s independent registered public accounting firm, that the previously issued unaudited condensed consolidated financia…

Entry into a Material Definitive Agreement. Consent Letter On July 17, 2026, New Era Energy & Digital, Inc. (the “ Company ”), on behalf of Texas Critical Data Centers LLC, a subsidiary of the Company (the “ Borrower ”), entered into a Waiver and Consent Letter (the “ Consent Letter ”) with Macquarie Equipment Capital Inc. (“ Macquarie ”), pursuant to which Macquarie agreed to waive certain requirements under the Term Loan Agreement, dated April 8, 2026, by and among the Borrower, the Company…

Chairman and Chief Executive Officer — Charles Nelson: Charles Nelson was promoted to Chairman and Chief Executive Officer.

Chief Accounting Officer — Darin Rovell: The company appointed an experienced Chief Accounting Officer from outside the organization.

Other Events. As previously announced, on April 10, 2026, New Era Energy & Digital, Inc. (the “ Company ”) delivered written notice to SharonAI, Inc. (“ SharonAI ”) of its irrevocable election to prepay all of its $50 million senior secured convertible promissory note (the “ Convertible Note ”). SharonAI did not elect to convert any portion of the Convertible Note. On April 24, 2026, the Company paid $50 million principal plus accrued interest in cash in satisfaction of its obligations under…

Chief Corporate Officer — Andrew Casazza: The company appointed Andrew Casazza as Chief Corporate Officer, a significant new hire.

Entry into a Material Definitive Agreement. Equity Issuances and Draw Down On April 13, 2026, the Company drew down the entire $20 million Term Loan A-1 under that certain Term Loan Agreement, dated April 8, 2026 (the “Term Loan Agreement”), by and between Texas Critical Data Centers LLC, a Delaware limited liability company and a subsidiary of New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Macquarie Equipment Capital Inc., a Delaware corporation (“Macquarie”), acti…

The Securities were issued to the Lender upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Other Events. On April 9, 2026, the Company and Northland Securities, Inc., as representative of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 29,850,746 shares of Common Stock (the “Offering”) a…

Regulation FD Disclosure. On April 9, 2026, New Era Energy & Digital, Inc. (the “Company”) issued a press release announcing the pricing of an underwritten public offering of 29,850,746 shares of its common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $3.35 per share, pursuant to a registration statement on Form S-3 (File No. 333-292892) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 23, 2…

Other Events. Special Meeting Postponement As previously disclosed, on January 16, 2026, pursuant to the Purchase Agreement, the Company acquired SharonAI’s equity interests in Texas Critical Data Centers LLC, a Delaware limited liability company and 50/50 joint venture of the Company and SharonAI, for an aggregate purchase price of $70 million, of which (a) $10 million is payable in cash, (b) $10 million is payable in equity securities upon the earlier of March 31, 2026, and the Company’s ne…

Unregistered Sales of Equity Securities. On April 10, 2026, the Company issued 893,724 shares of common stock, par value $0.0001 per share (“ common stock ”), to SharonAI, Inc. (“ SharonAI ”) pursuant to the previously reported Membership Interest Purchase Agreement (the “ Purchase Agreement ”), dated January 16, 2026, by and between the Company and SharonAI, Inc. The Purchase Agreement entitles SharonAI to receive the number of shares of common stock equaling the difference in value between…

The Securities will be issued to the Lender upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Entry into a Material Definitive Agreement. Term Loan Credit Agreement On April 8, 2026, Texas Critical Data Centers LLC, a Delaware limited liability company (the “Borrower”), a subsidiary of New Era Energy & Digital, Inc., a Nevada corporation (the “Company” or “New Era”), entered into a Term Loan Agreement (the “Term Loan Agreement”) with Macquarie Equipment Capital Inc., a Delaware corporation (“Macquarie”), acting as administrative agent and lender (the “Lender”). All capitalized terms u…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in