Adams Resources & Energy (AE) Proxy filing summary

Executive summary

• Agreement reached for acquisition by an affiliate of Tres Energy LLC, with closing expected in Q1 2025 pending shareholder approval.

• Transaction will result in transition to a privately held company, delisting from NYSE American Exchange.

• Shareholders to receive $38.00 per share in cash, a 39% premium over the prior closing price.

• Operations, branding, and headquarters locations are expected to remain unchanged through and after the transaction.

• Transaction aims to provide greater resources, flexibility, and support for long-term growth and innovation.

Voting matters and shareholder proposals

• Shareholder approval is required for the transaction to proceed.

• Proxy statements and related materials will be filed with the SEC and mailed to stockholders.

Board of directors and corporate governance

• The Board, in collaboration with management, conducted a comprehensive evaluation before approving the transaction.

• Directors and officers may be deemed participants in the proxy solicitation for the transaction.