New Era Energy & Digital Inc.

10/16/2026 | Press release | Distributed by Public on 10/16/2026 15:09

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MCCARTHY KENT C
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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
13021 W 74TH ST
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2026
(Street)
SHAWNEE, KS 66216
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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, $0.0001 par value per share 10/14/2026 S 200,000 D $3.9085 0 D(1)
Common Stock, $0.0001 par value per share 10/14/2026 S 4,090,000 D $3.6102(4) 5,460,000 I By AMC Fund(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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
Call option $5 10/14/2026 S 50,000 (3) 01/15/2027 Common Stock, $0.0001 par value per share 50,000 $0.5636 0 D(1)
Call option $5 10/14/2026 S 200,000 (3) 01/21/2028 Common Stock, $0.0001 par value per share 200,000 $1.2649(5) 0 D(1)
Call option $5 10/14/2026 P 500,000 (3) 01/15/2027 Common Stock, $0.0001 par value per share 500,000 $0.4835 1,660,000 I By AMC Fund(2)
Call option $5 (3) 01/21/2028 Common Stock, $0.0001 par value per share 0 680,000 I By AMC Fund(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCARTHY KENT C
13021 W 74TH ST
SHAWNEE, KS 66216
X
KCM Capital Inc
13021 W 74TH ST
SHAWNEE, KS 66216
X
AMC Fund, L.P.
13021 W 74TH ST
SHAWNEE, KS 66216
X

Signatures

Kent C. McCarthy, Authorized Person 10/16/2026
**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) These securities were held directly by Kent C. McCarthy. Neither AMC nor KCM had any beneficial or pecuniary interest in these securities.
(2) These securities are held directly by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is in turn controlled by Kent C. McCarthy. KCM and Mr. McCarthy are indirect beneficial owners of the reported securities. As a result of the transaction reported on this Form 4, AMC, KCM, and Kent C. McCarthy no longer beneficially own more than 10% of the equity securities of New ERA Energy & Digital, Inc. Accordingly, AMC, KCM, and Kent C. McCarthy are no longer subject to Section 16 with respect to transactions in the equity securities of New ERA Energy & Digital, Inc. and therefore will no longer report such transactions on Form 4 or Form 5.
(3) The holder of the option may exercise at any time.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.4142 to $3.9148, inclusive. The reporting person undertakes to provide to New ERA Energy & Digital, Inc., any security holder of New ERA Energy & Digital, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4.
(5) The price reported in Column 8 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.2000 to $1.3093, inclusive.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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