Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GRAY EVERETT WILLARD II 2. Issuer Name and Ticker or Trading Symbol New ERA Energy & Digital, Inc. [NUAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Permian Basin (Last) (First) (Middle) 200 NORTH LORAINE STREET #1324 3. Date of Earliest Transaction (Month/Day/Year) 07/02/2025 (Street) MIDLAND, TX 79701 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/28/2026(1) A 1,221,345(2) A $ 0 1,221,345 D Common Stock 879,819 I Pecos Slope Holdings, LLC(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$0.5349

07/02/2025(1)

A

300,000

07/02/2025(4)

07/02/2035

Common Stock

300,000

$ 0

300,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GRAY EVERETT WILLARD II 200 NORTH LORAINE STREET #1324 MIDLAND, TX 79701			President, Permian Basin

Signatures

Lisa Kish, Attorney-in-Fact for Everett Willard Gray II		10/30/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The transaction reported herein was not timely reported due to an administrative oversight.
(2)	Represents restricted stock units ("RSUs") granted to the Reporting Person that vest in equal installments on the first business day of each calendar month following the grant date over a period of four (4) years, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date. The vested RSUs will be paid on or as promptly as practicable following the vesting date (but in no event later than March 15 of the calendar year following the calendar year in which the RSUs become vested) in the form of the Issuer's common stock equal to the number of vested RSUs.
(3)	Reporting Person is the Managing Partner of Pecos Slope Holdings, LLC.
(4)	The stock option award was fully vested on the grant date.
Remarks: The Reporting Person ceased to be subject to Section 16 effective July 1, 2026. Each transaction reported on this Form 4 occurred prior to that date, while the Reporting Person served as the Issuer's Chairman and Chief Executive Officer. Exhibit List: Exhibit 24 - Power of Attorney

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