Charlie Nelson appointed President/COO with large equity awards; warrants adjusted to $2.00, 16.2M shares issuable

New ERA Energy & Digital, Inc.

Charlie Nelson named President and COO effective Jan 28, 2026; previously board member since Dec 2024.
Nelson receives PSUs (3,664,036 shares) tied to hyperscaler deal, financial close, and $100M revenue / $15 stock price milestones.
Nelson also receives RSUs (1,221,345 shares) vesting monthly over four years; both awards inducement under Nasdaq Rule 5635(c)(4).
CEO E. Will Gray II gets amended employment with $550K base, 40% bonus target; identical PSU/RSU grants (3,664,036 / 1,221,345) under the Plan.
Amended waiver with ATW AI Infrastructure: warrant exercise prices adjusted to $2.00 (anti-dilution partial waiver); 5.5M first tranche and 10.7M second tranche shares issuable.

item 1.01 item 3.02 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

New ERA Energy & Digital, Inc. amended Amended and Restated Consent and Waiver with ATW AI Infrastructure II LLC valued at Amended and Restated Consent and Waiver modifying anti-dilution provisions of Investor Warrants; adj (effective 2026-02-01).

Action: amendment
Counterparty: ATW AI Infrastructure II LLC
Value: Amended and Restated Consent and Waiver modifying anti-dilution provisions of Investor Warrants; adj
Effective: 2026-02-01

Exact text from the filing

On February 1, 2026, New Era Energy & Digital, Inc. (the “ Company ”) entered into an Amended and Restated Consent and Waiver (the “ Amended Waiver ”) with ATW AI Infrastructure II LLC (the “ Investor ”) which amended and restated the previously disclosed Consent and Waiver, dated January 16, 2026, in its entirety.

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New ERA Energy & Digital, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-010533

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