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.

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