Item 8.01 Other Events. NEW ERA ENERGY & DIGITAL, INC. SUPPLEMENT NO. 1 DATED DECEMBER 9, 2025 TO PROXY STATEMENT DATED NOVEMBER 20, 2025 Annual Meeting of Stockholders To Be Held on December 16, 2025 INTRODUCTION Shareholders recently received proxy materials for the New Era Energy & Digital annual meeting of stockholders to be held on Tuesday, December 16, 2025 at 10:00 a. m., Eastern Time. This supplement to the proxy statement contains additional information regarding the quorum requirements of the annual meeting that supplements the proxy statement. We urge you to read this supplement, together with the proxy statement previously sent to you carefully and in its entirety. How many shares must be present to hold the Annual Meeting? A quorum must be present at the Annual Meeting for any business to be conducted. Stockholders representing one-third (33.4%) of the shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum. Proxies received but marked as abstentions or treated as broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting. As of the Record Date, there are a total of 53,449,171 shares that may be voted on each matter that may come before the Annual Meeting. The quorum is therefore 17,852,023 shares. Any stockholder may participate in the Annual Meeting via teleconference using the following dial-in information: Telephone access: Within the U. S. and Canada: 1 (800) 450-7155 (toll-free) Outside of the U. S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 7150382# Webcast: https://www. cstproxy. com/neweraenergydigital/2025 If you have any questions or need assistance voting your shares, please call us at (432) 695-6997 or our proxy solicitor, Advantage Proxy, at 877-870-8565. 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: December 9, 2025 NEW ERA ENERGY & DIGITAL INC. By: /s/ E. Will Gray II Name: E. Will Gray II Title: Chief Executive Officer