Item 1.01 Entry into a Material Definitive Agreement. On February 1, 2026, New Era Energy & Digital, Inc. (the “ Company Amended Waiver Investor Investor Warrants Instead, pursuant to the existing terms of the Investor Warrants, following the issuance of the convertible note (the “ SharonAI Convertible Note common stock The Investor also waived certain provisions of that certain Securities Purchase Agreement, dated December 6, 2024, between the Company and the Investor (the “ Securities Purchase Agreement The foregoing description of the Amended Waiver does not purport to be complete and is qualified in its entirety by reference to the Amended Waiver, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities. For purposes of updating the Company’s previous disclosures with respect to the shares of common stock underlying the Investor Warrants, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure. On February 2, 2026, the Company issued a press release announcing Mr. Nelson’s appointment as President and Chief Operating Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits. Exhibit Description Number 10.1 Amended and Restated Consent and Waiver, dated February 1, 2026, by and between the Company and the Investor. 10.2 Employment Agreement, dated January 28, 2026, by and between the Company and Charles Nelson. 10.3 Performance Award Agreement, dated January 28, 2026, by and between the Company and Charles Nelson. 10.4 Restricted Stock Unit Award Agreement, dated January 28, 2026, by and between the Company and Charles Nelson. 10.5 Amended and Restated Employment Agreement, dated January 1, 2026, by and between the Company and E. Will Gray II. 10.6 Performance Award Agreement, dated January 28, 2026, by and between the Company and E. Will Gray II. 10.7 Restricted Stock Unit Award Agreement, dated January 28, 2026, by and between the Company and E. Will Gray II. 99.1 Press Release of the Company, dated February 2, 2026. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover 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: February 2, 2026 NEW By: /s/ Name: E. Title: Chief