New ERA Energy & Digital, Inc.

DEF 14A 1 tm2628194-11_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

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(Name of Registrant As Specified In Charter)​

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)​

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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200 N. Loraine Street, Suite 1324

Midland, TX 79701

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of New Era Energy & Digital, Inc.:

NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (the “Annual Meeting”) of New Era Energy & Digital, Inc., a Nevada corporation (the “Company” or “we”), will be held on December 16, 2026, at 10:00 a.m. Eastern Time.

The Annual Meeting will be held solely by live audio webcast, and registered attendees may listen, submit questions and vote during the meeting. To attend, register at https://web.viewproxy.com/NUAI/2026 by 11:59 p.m. Eastern Time on December 15, 2026. Before the meeting, you will receive an email invitation with your unique join link.

The Annual Meeting is being held for the purpose of considering and voting upon the following proposals:

To elect five (5) nominees to serve on the Board of Directors of the Company until the 2027 Annual Meeting of Stockholders and his or her successor is duly elected and qualified or until his or her death, resignation or removal;

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To ratify the appointment of Weaver and Tidwell, L.L.P. as the Company’s independent auditors for the year ending December 31, 2026;

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To approve a proposal to adjourn the Annual Meeting to a later date or dates, whether or not a quorum is present, if more time is necessary or appropriate, to obtain a quorum or solicit additional proxies in favor of the proposals set forth above; and

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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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Our Board of Directors has fixed October 20, 2026, as the record date to determine stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof.

If you have any questions or need assistance voting your shares, please call us at (432) 695-6997 or our proxy solicitor, Alliance Advisors, LLC, at 1-877-202-1397.

By Order of the Board of Directors,

/s/ Charles Nelson

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Chief Executive Officer and Chairman

Midland, Texas

November 5, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 16, 2026.

The Company’s Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K are available on the Internet at https://web.viewproxy.com/NUAI/2026.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please complete, date, sign and return the proxy card mailed to you, or vote as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Please note, however, that if your shares are held of record by a bank, broker or other nominee and you wish to vote at the virtual Annual Meeting, you must follow the instructions from that record holder. Please refer to the section entitled “Important Information About the Annual Meeting and Voting — How do I vote?” on page 2 of the Proxy Statement for a description of how to vote in advance of the Annual Meeting.