Item 1.01 Entry into a Material Definitive Agreement On November 21, 2025, Texas Critical Data Centers LLC (“ TCDC”), a joint venture between New Era Energy & Digital Inc. (“ New Era” or the “ Company”), and Sharon AI, Inc., executed a purchase agreement (the “ Agreement”) with Odessa Industrial Development Corporation d/b/a Grow Odessa, a Texas nonprofit corporation, with respect to the purchase by TCDC of approximately 203 acres in Ector County, Texas, expanding TCDC’s existing development footprint to a total of 438 acres, for a multi-phase, multi-gigawatt artificial intelligence (AI) and high-performance computing (HPC) campus. The total base purchase price is Five Million Seventy-Five Thousand and No/100 Dollars ($5,075,000.00); provided, however, that the purchase price shall be adjusted based upon the completion of a survey such that the final purchase price shall be calculated as the product of (x) the number of acres comprising the property as shown on the survey, times (y) Twenty-Five Thousand Dollars ($25,000.00). Closing is expected to take place in late December 2025. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure. On November 24, 2025, the Company issued a press release announcing that on November 21, 2025 TCDC entered into the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information included in this Item 7.01 of this Current Report, including the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits. Exhibit Description Number 10.1 Purchase Agreement, dated November 21, 2025. 99.1 Press release dated November 24, 2025 ────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 24, 2025 NEW ERA ENERGY & DIGITAL INC. By: /s/ E. Will Gray II Name: E. Will Gray II Title: Chief Executive Officer