Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On March 16, 2026, New Era Energy & Digital, Inc. (the "Company") announced that the Board of Directors (the "Board") of the Company appointed Ted Warner to serve as Chief Financial Officer of the Company and designated him as the principal financial officer of the Company, effective March 16, 2026. In connection with Mr. Warner's appointment, E. Will Gray II, the Company's current Chief Executive Officer and interim Chief Financial Officer and principal financial officer will cease serving as interim Chief Financial Officer and principal financial officer and return to his role as Chief Executive Officer, effective March 16, 2026.

Mr. Warner, age 45, served as Managing Director, Energy, Power & Digital Infrastructure Investment Banking at Northland Capital Markets, a division of Northland Securities, Inc. and a full-service investment bank that provides financing and M&A advisory services, since 2020. Mr. Warner holds Series 7, 79, and 63 licenses, a B.A. from the University of Michigan, Ann Arbor and an MBA from the Carlson School of Management at the University of Minnesota.

There are no arrangements or understandings between Mr. Warner and any other person pursuant to which Mr. Warner was selected to serve as the Company's Chief Financial Officer. Mr. Warner does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Warner has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Warner Employment Agreement

In connection with Mr. Warner's appointment as Chief Financial Officer, the Company and Mr. Warner entered into an employment agreement (the "Warner Employment Agreement"), effective March 16, 2026. Under the Warner Employment Agreement, Mr. Warner's annual base salary is $500,000, subject to adjustment by the Compensation Committee of the Board (the "Compensation Committee"). Mr. Warner will have an annual target bonus opportunity of up to 40% of his annual base salary based on the achievement of specified performance goals set by the Compensation Committee. Mr. Warner may also become eligible for an additional one-time discretionary bonus payment equal to $200,000 upon the Company's successful completion of certain operational and financial milestones as determined and approved by the Compensation Committee. Mr. Warner will be entitled to participate, on the same basis as other executives of the Company, in those employee benefit programs for which substantially all of the executive officers of the Company are from time to time generally eligible, as determined by the Board. Mr. Warner may be eligible to receive grants of equity, equity-based or similar compensation awards pursuant to the Company's Equity Incentive Plan (the "Plan") or as otherwise approved by the Compensation Committee.

In the event of a termination by the Company without Cause or a termination by Mr. Warner for Good Reason at any time before a Change in Control (as such terms are defined in the Employment Agreement), the Company will pay to Mr. Warner: (i) severance compensation in an amount equal to 100% of his annual base salary, (ii) any unpaid annual target bonus earned for the prior year, (iii) a pro-rated portion of the annual target bonus for the year in which the Warner Employment Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 12 months of coverage under the Company's benefit plans.

In the event of a termination by the Company without Cause or a termination by Mr. Warner for Good Reason on or after a Change in Control, the Company will pay to Mr. Warner: (i) severance compensation in an amount equal to 150% of his annual base salary, (ii) any unpaid annual target bonus earned for the prior year, (iii) a pro-rated portion of the annual target bonus for the year in which the Employment Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 18 months of coverage under the Company's benefit plans. Severance payments described above are contingent upon the execution of a release of claims against the Company.

The Warner Employment Agreement also contains certain restrictive covenants, including confidentiality and non-disparagement covenants, a covenant not to solicit clients for a period of 18-months following the termination of his employment and not to solicit employees for a period of 24 months following the termination of his employment.