{"schema_version":"secwatch.filing_event.v1","accession":"0000002178-25-000022","form_type":"8-K","ticker":null,"cik":"0000002178","company_name":"ADAMS RESOURCES & ENERGY, INC.","filed_at":"2025-02-04T23:59:59+00:00","discovered_at":"2026-05-14T18:03:05.897737+00:00","generated_at":"2026-05-27T03:41:18.269665+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Adams Resources & Energy completes merger with ARE Equity for $38/share","bullets":["Merger closed Feb 4, 2025; shareholders receive $38.00 per share in cash.","Total merger consideration approximately $102 million.","Credit agreement for up to $80M entered to fund portion of consideration.","All prior directors resigned; Todd P. Sullivan, William W. Sullivan, John R. Sullivan appointed.","Common stock delisted from NYSE American; company to deregister under Exchange Act."],"urls":{"canonical":"https://secwatch.observer/filing/0000002178-25-000022","json":"https://secwatch.observer/filing/0000002178-25-000022.json","markdown":"https://secwatch.observer/filing/0000002178-25-000022.md","text":"https://secwatch.observer/filing/0000002178-25-000022.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/ae-20250204.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-27T03:41:18.269665+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"75d472f45db4aefd93f38cf9f44d997a794194e4","claim":"ADAMS RESOURCES & ENERGY, INC. incurred credit facility of aggregate principal amount of up to $80,000,000 with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto.","evidence_excerpt":"Merger Sub entered into that certain Credit Agreement, dated as of February 4, 2025, by and among Merger Sub, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto (the “Wells Fargo Credit Agreement”), which provides for revolving loans, term loans and letters of credit in an aggregate principal amount of up to $80,000,000.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"credit facility"},{"label":"Principal","value":"aggregate principal amount of up to $80,000,000"},{"label":"Counterparty","value":"Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"03182a4d7d","claim":"Michelle A. Earley resigned as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"125e911e91","claim":"Richard C. Jenner resigned as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"46fc675f55","claim":"Townes G. Pressler resigned as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"47bc545bcd","claim":"John R. Sullivan was appointed as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4d33d03ef1","claim":"Murray E. Brasseux resigned as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"547261b816","claim":"Dennis E. Dominic resigned as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5c22073a66","claim":"Kevin J. Roycraft resigned as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5dbbc8f929","claim":"Todd P. Sullivan was appointed as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"69e31fc274","claim":"John O. Niemann, Jr. resigned as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"each of Murray E. Brasseux, Dennis E. Dominic, Michelle A. Earley, Richard C. Jenner, John O. Niemann, Jr., Townes G. Pressler and Kevin J. Roycraft resigned from the board of directors of the Company and the committees thereof, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6cdd85fd46","claim":"William W. Sullivan was appointed as Director at ADAMS RESOURCES & ENERGY, INC..","evidence_excerpt":"Todd P. Sullivan, William W. Sullivan and John R. Sullivan were appointed to the board of directors of the Company, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c4298b2a28765d8d1d5852cb05ae29d60f7b2fba","claim":"ADAMS RESOURCES & ENERGY, INC. underwent a change of control involving ARE Equity Corporation (successor-in-interest to Tres Energy LLC) for $38.00 per share in cash (closed 2025-02-04).","evidence_excerpt":"Time (other than shares held by any holder who is entitled to appraisal rights and properly exercised such rights under Delaware law) was converted into the right to receive $38.00 in cash, without interest (the “Merger Consideration”); • each equity award that was subject to time-based vesting conditions that was outstanding immediately prior to the","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/2178/000000217825000022/0000002178-25-000022-index.htm","confidence":0.99,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"ARE Equity Corporation (successor-in-interest to Tres Energy LLC)"},{"label":"Consideration","value":"$38.00 per share in cash"},{"label":"Closing","value":"2025-02-04"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}