Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, on August 12, 2025, New Era Energy & Digital, Inc. (the “ Company”) entered into the Fourth Amended and Restated Equity Purchase Facility Agreement (the “EPFA”) with an investor (the “Investor”). Pursuant to the EPFA, we have the right, and not the obligation, to sell to the Investor up to $1.0 billion of our Common Stock, at our request during the commitment period commencing on December 6, 2025 and terminating on the first day of the month following the 36 month anniversary of December 6, 2025.