Company Announcements

MIDLAND, Texas--(BUSINESS WIRE)--Mar. 16, 2026-- New Era Energy & Digital, Inc. (Nasdaq: NUAI) (“New Era” or the “Company”), a developer and operator of next-generation digital infrastructure and integrated power assets in the Permian Basin, today announced the appointment of Ted Warner as Chief Financial Officer, effective March 16, 2026.

Mr. Warner brings nearly 20 years of experience across energy, power, and digital infrastructure capital markets, including investment banking and executive leadership roles. Most recently, Mr. Warner led Northland Capital Markets’ Energy, Power and Digital Infrastructure practice. Since 2023, Northland has structured and sole managed more than $7 billion in financing solutions for large-scale data center development, with a focus on bespoke and flexible capital structures for early-stage digital infrastructure platforms. Mr. Warner has also participated in billions of dollars of additional financing and advisory transactions related to HPC infrastructure across the capital stack.

Earlier in his career, Mr. Warner focused on capital markets and advisory work in the traditional energy sector, particularly upstream oil and gas and oilfield services. He also served as Chief Financial Officer of a private equity-backed, multi-basin oilfield services company based in Dallas, Texas.

Mr. Warner holds Series 7, 79, and 63 licenses, a B.A. from the University of Michigan, Ann Arbor and an MBA from the Carlson School of Management at the University of Minnesota.

“Ted brings deep capital markets expertise and a strong track record structuring financing solutions for large-scale infrastructure development,” said E. Will Gray II, Chief Executive Officer of New Era. “His recent experience advising on HPC and data center financing is highly relevant to our strategy as we advance the development of Texas Critical Data Centers. We are excited to welcome Ted to the team and believe his relationships and execution capabilities will be instrumental as we pursue the capital partnerships needed to scale our platform.”

In connection with Mr. Warner’s commencement of employment, the Company’s compensation committee of the Board of Directors approved two equity compensation grants to Mr. Warner as inducement material to his acceptance of employment in the form of time-vesting restricted stock units that relate to 610,673 shares of the Company’s common stock (the “RSUs”) and performance-vesting restricted stock units that relate to 1,221,346 shares of the Company’s common stock (the “PSUs”). These equity compensation awards are consistent with the Company’s compensation philosophy of aligning executive compensation with stockholder interests through long-term and performance-based equity compensation designed to incentivize long-term value creation.

The RSUs vest ratably on a monthly basis over a four-year period conditioned on Mr. Warner’s continued employment with the Company as of each applicable vesting date. The PSUs vest based on successful achievement of the applicable performance criteria during the period beginning January 1, 2026 and ending on December 31, 2030 and are also subject to time-based vesting on a monthly basis over a four-year period conditioned on Mr. Warner’s continued employment with the Company as of each applicable vesting date. The PSUs consist of: (i) 203,476.24 PSUs that vest based on the Company entering into a binding commercial agreement with a hyperscaler with minimum production of 200 megawatts (the “Lease”); (ii) 203,476.24 PSUs that vest based on the Company achieving a final financial closing relating to the Lease at the Company’s Ector County, Texas site (the “Site”); (iii) 203,720.52 PSUs that vest based on: (A) the Company achieving commercial operation at the Site and (B) the volume-weighted average closing price of the Company’s common stock over any 90-day period during the performance period being at least $15.00; and (iv) 610,673 PSUs that vest upon the Company completing a material credit facility sufficient to support the Company’s project development with a major financial institution on or before June 30, 2026.

The RSUs and PSUs are intended to be inducement awards under Rule 5635(c)(4) of the Nasdaq Listing Rules and were granted outside of the Company’s 2024 Equity Incentive Plan (the “Plan”). Although the PSUs and RSUs were granted outside of the Plan, the PSUs and RSUs are subject to the terms of the Plan.

About New Era Energy & Digital, Inc.

New Era is a developer and operator of next-generation digital infrastructure and integrated power assets. The Company is developing Texas Critical Data Centers LLC (“TCDC”), a 438 acre large-scale AI and high-performance computing data center campus located in Ector County, outside Odessa, Texas. TCDC is master-planned as a multi-phase development, with anticipated capacity scaling to 1+ gigawatt over time. With a growing portfolio of strategically located, vertically integrated resources including powered land and powered shells, the Company delivers turnkey solutions that enable hyperscale, enterprise, and edge operators to accelerate data center deployment, optimize total cost of ownership, and future-proof their infrastructure investments.

For more information, visit: www.newerainfra.ai, and follow New Era Energy & Digital on LinkedIn and X.

Forward-Looking Statements

This press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: our ability to construct, develop, lease and maintain our flagship project; our ability to access adequate project financing, commercial borrowings and debt and equity capital markets to fund our significant anticipated capital expenditures; the impact of supply chain disruptions, labor availability, raw materials and input commodity costs and availability, and manufacturing and transportation; general business and economic conditions; environmental history, remediation, and associated risks; our ability to obtain and renew leases with our tenants on terms favorable to us, and manage our growth, business, financial results and results of operations; our ability to respond to price fluctuations and rapidly changing technology; the impact of tariffs and global trade disruptions on us and our tenants; changes in political conditions, geopolitical turmoil, political instability, civil disturbances, and restrictive governmental actions; the degree and nature of our competition; our failure to generate sufficient cash flows to service indebtedness; our expectations regarding the anticipated timeline of our cash, cash equivalents and short-term investments, future financial performance and our ability to continue as a going concern; material negative changes in the creditworthiness and the ability of our tenants to meet their contractual obligations; increases and volatility in interest rates; increased power, labor, equipment procurement, shipping, refurbishment or construction costs; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; our inability to obtain and/or maintain necessary government or other required consents or permits; changes in, or the failure or inability to comply with, local, state, federal and applicable international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us; and other factors (including the risks contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025). Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260316001178/en/

For investor inquiries, please contact:
OG Advisory Group
Lincoln Tan
nuai@orangegroupadvisors.com

Source: New Era Energy & Digital, Inc.