10/16/2026 | Press release | Distributed by Public on 10/16/2026 15:09
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FORM 4
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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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| 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) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MCCARTHY KENT C 13021 W 74TH ST SHAWNEE, KS 66216 |
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KCM Capital Inc 13021 W 74TH ST SHAWNEE, KS 66216 |
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AMC Fund, L.P. 13021 W 74TH ST SHAWNEE, KS 66216 |
X | |||
| Kent C. McCarthy, Authorized Person | 10/16/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |