Everett Willard Gray II, formerly serving as Chairman and Chief Executive Officer of New ERA Energy & Digital, Inc., filed a Form 4 on October 30, 2026, reporting two late transactions: an acquisition of 1,221,345 restricted stock units on January 28, 2026, and an employee stock option award of 300,000 shares granted on July 2, 2025, both at a price of $0.

Key Highlights

  • RSU grant: 1,221,345 restricted stock units were acquired on January 28, 2026, at $0, held directly, bringing direct common stock beneficial ownership to 1,221,345 shares.
  • Indirect holdings: An additional 879,819 shares of common stock are held indirectly through Pecos Slope Holdings, LLC, of which the reporting person is the Managing Partner.
  • Stock option grant: An employee stock option (right to buy) covering 300,000 shares of common stock was granted on July 2, 2025, at an exercise price of $0.5349, with a $0 acquisition price, fully vested on the grant date, and expiring July 2, 2035.
  • Late filing noted: According to the filing, "The transaction reported herein was not timely reported due to an administrative oversight."
  • Section 16 status: The filing states the reporting person ceased to be subject to Section 16 effective July 1, 2026, and that each transaction occurred prior to that date while serving as Chairman and Chief Executive Officer.
  • Vesting schedule: The RSUs vest in equal installments on the first business day of each calendar month following the grant date over four years, subject to continued employment through each applicable vesting date.

Gray's RSU Award, Stock Option, and Beneficial Ownership at New ERA Energy & Digital

The Form 4 was filed by Lisa Kish as Attorney-in-Fact for Everett Willard Gray II in connection with New ERA Energy & Digital, Inc. (NASDAQ:NUAI). The filing covers two transactions that the filing acknowledges were not reported on time, attributing the delay to an administrative oversight. Both transactions took place while Gray served as the issuer's Chairman and Chief Executive Officer, before he ceased to be subject to Section 16 on July 1, 2026.

The first transaction, dated January 28, 2026, is the acquisition of 1,221,345 restricted stock units at $0. According to the filing, these RSUs vest in equal monthly installments over four years on the first business day of each calendar month following the grant date, contingent on continued employment. Upon vesting, the RSUs are payable in the form of the issuer's common stock, "on or as promptly as practicable following the vesting date (but in no event later than March 15 of the calendar year following the calendar year in which the RSUs become vested)." Following this transaction, Gray directly holds 1,221,345 shares, with an additional 879,819 shares held indirectly through Pecos Slope Holdings, LLC.

The second transaction reported is an employee stock option granting the right to buy 300,000 shares of common stock, with a conversion or exercise price of $0.5349 and an acquisition price of $0. The option was granted on July 2, 2025, was fully vested on the grant date, and expires on July 2, 2035. Following this transaction, Gray directly holds 300,000 derivative securities in this form. The filing was signed on October 30, 2026, with an exhibit list noting a Power of Attorney (Exhibit 24).

What Was Disclosed

The filing reports two previously unreported transactions by former Chairman and CEO Everett Willard Gray II: a January 2026 RSU grant of 1,221,345 shares and a July 2025 fully vested stock option covering 300,000 shares at $0.5349 exercise price, both acquired at $0.