Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities of the Company will be issued upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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 29, 2025 NEW ERA ENERGY & DIGITAL, INC. By: /s/ E. Will Gray II Name: E. Will Gray II Title: Chief Executive Officer