Item 1.01 Entry into a Material Definitive Agreement. Term Loan Credit Agreement

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into Item 3.02. The Securities will be issued to the Lender upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01 Other Events Shareholder Litigation On April 1, 2026, a federal securities class action lawsuit was filed in the U. S. District Court for the Western District of Texas against the Company and members of management. The complaint alleges violations of federal securities laws on behalf of investors who purchased the Company’s securities between November 6, 2024 and December 29, 2025. The Company intends to vigorously defend itself against these claims. Risk Factor Update The Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025 with the following risk factors. We expect to incur material indebtedness and face risks associated with the use of debt to fund our business activities, including refinancing, interest rate and default risks. We expect to incur material indebtedness under the Term Loan Agreement to fund the development of our flagship data center project. Such indebtedness may require us to dedicate a significant portion of our cash to debt service payments, which reduces the availability of our cash flow to fund working capital, capital expenditures, expansion efforts, and other general corporate purposes. Additionally, it could limit our ability in the future to undertake refinancing of our debt or obtain financing for expenditures, acquisitions, development or other general corporate purposes on terms and conditions acceptable to us, if at all or affect adversely our ability to compete effectively or operate successfully under adverse economic conditions. In addition, we may violate restrictive covenants or fail to meet certain milestones specified in our loan documents, such as obtaining a lease for our flagship project with the next six months, which would entitle our lenders to accelerate our debt obligations, and our secured lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans. Our default under any one of our loans could result in a cross-default on other indebtedness or contractual obligations. A foreclosure on one or more of our properties could adversely affect our access to capital, financial condition, results of operations and cash flow. We may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness. It is likely that we will need to refinance at least a portion of our indebtedness as it matures. If we are unable to refinance or extend principal payments due at maturity or pay them with proceeds of other capital transactions, then our cash flow may not be sufficient to repay all such maturing debt. Further, if prevailing interest rates or other factors at the time of refinancing, such as the reluctance of lenders to make project loans, result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. We may be subject to short selling strategies that may drive down the market price of our common stock. Short selling occurs when an investor borrows a security and sells it on the open market, with the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares. Because it is in the short seller’s best interests for the price of the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business prospects, and similar matters calculated to or which may create negative market momentum. Short sellers can publicly attack a company’s reputation and business on a broader scale via online postings. In the past, the publication of such commentary about us by a self-described short seller has precipitated a decline in the market price of our common stock, and future similar efforts by other short sellers may have similar effects. Companies that are subject to unfavorable allegations promoted by short sellers, even if untrue, may have to expend a significant amount of resources to investigate such allegations and defend themselves. We are currently, and may continue to be, subject to securities class action litigation. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect our business, operating results, or financial condition. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits and coverage or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs, or incur substantially higher costs to maintain the same or similar coverage. These factors could make it more difficult for us to attract and retain qualified executive officers and members of our board of directors. We are currently a party to a putative securities class action lawsuit. The complaint, filed on April 1, 2026, names the Company and certain of our management as defendants. We intend to vigorously defend ourselves against these claims. We are subject to considerable timing and execution risks associated with supply constraints on power for our projects. To the extent we are unable to reach agreements with independent power providers or find suitable behind-the-meter power arrangements, we will be required to procure power from the public grid. We are subject to considerable timing and execution risks associated with supply constraints on power for our projects. To the extent we are unable to reach agreements with independent power providers or find suitable behind-the-meter power arrangements on a timely basis or at all, we will be required to procure power from the public grid. Currently, interconnection queues for grid power are experiencing significant delays. To the extent we need grid power to power our projects, our projected timing for completion of our flagship project and associated cash flow from operations may be materially delayed, which would have a material adverse effect on our business, financial condition and results of operations. Item 9.01Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits EXHIBIT DESCRIPTION ───────────────────────────────────────────────────────────────────────────────────────────── 4.1 Form of Warrant to Purchase Common Stock. 4.2 Form of Registration Rights Agreement. 10.1 Term Loan Agreement, dated April 8, 2026. 104 Cover Page Interactive Data File (embedded within 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. NEW ERA ENERGY & DIGITAL, INC. Date: April 8, 2026 By: /s/ E. Will Gray II E. Will Gray II Chief Executive Officer