Adams Resources & Energy (AE) Proxy filing summary

Executive summary

• Entered into a Merger Agreement on November 11, 2024, with Tres Energy LLC and ARE Acquisition Corporation, with the intent for the company to become a wholly owned subsidiary of Parent following the merger.

• On December 23, 2024, Parent assigned all rights and obligations under the Merger Agreement to ARE Equity Corporation, a newly formed affiliate, making Merger Sub a wholly owned subsidiary of ARE Equity Corporation.

• Parent remains liable for all terms and obligations under the Merger Agreement, including payment of merger consideration to stockholders.

• The definitive Proxy Statement was filed with the SEC on December 20, 2024, and mailed to stockholders for a special meeting regarding the proposed merger.

• Forward-looking statements address the timing, ability to consummate the transaction, and expected benefits, with caution regarding inherent risks and uncertainties.

Voting matters and shareholder proposals

• Stockholders are being solicited to vote in favor of the proposed merger at a special meeting.

• Proxy materials and the definitive Proxy Statement were distributed to eligible stockholders.

Board of directors and corporate governance

• Information on directors, executive officers, and their interests in the merger is available in recent SEC filings, including the annual report and proxy statements.

• Officers, directors, and certain employees may be considered participants in the solicitation of proxies.