AE Adams Resources and Energy Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

SCHEDULE 14A

______________________

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

Adams Resources & Energy, Inc.

(Name of Registrant as specified in its charter)

___________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
DATED AS OF DECEMBER 6, 2024

Adams Resources & Energy, Inc.
17 South Briar Hollow Lane, Suite 100
Houston, Texas 77027

[•], 202[•]

Dear Stockholder:

On November 11, 2024, Adams Resources & Energy, Inc., a Delaware corporation (“Adams” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tres Energy LLC, a Texas limited liability company (“Parent”) and ARE Acquisition Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into Adams, with Adams surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is completed, each share of common stock, par value $0.10 per share, of Adams (“Adams Common Stock”) that is issued and outstanding immediately prior to the effective time of the Merger (other than any shares held by Adams (as treasury stock), Parent, Merger Sub or any other subsidiary of Parent or Adams, or any stockholder who has properly demanded and perfected and not validly withdrawn appraisal rights in accordance with Delaware law) will be automatically converted into the right to receive $38.00 in cash, without interest.

We will hold a virtual special meeting of our stockholders in connection with the proposed Merger on [•], 2025 at [•] a.m., Central Time (the “Special Meeting”) (unless the Special Meeting is adjourned or postponed). The Special Meeting is scheduled to be held exclusively online via live webcast. There will not be a physical meeting location. You will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/AE2025SM and using the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. Please note you will not be able to attend the Special Meeting in person.

Even if you plan to virtually attend the Special Meeting, please vote by proxy in advance so that your vote will be counted if you later decide not to or become unable to virtually attend the Special Meeting.

If you hold your shares in “street name,” you may virtually attend and vote at the Special Meeting only if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares. This information is typically included on the voting instruction form accompanying your proxy materials.

At the Special Meeting (or any adjournment or postponement thereof), stockholders will be asked to vote on the proposal to approve and adopt the Merger Agreement, as it may be amended from time to time. Under Delaware law, stockholders holding a majority of the shares of Adams Common Stock outstanding at the close of business on the record date and entitled to vote on the Merger proposal must vote “FOR” the Merger proposal to approve and adopt the Merger Agreement. A failure to vote your shares of Adams Common Stock or an abstention from voting will have the same effect as a vote against the Merger proposal.

We cannot complete the Merger unless Adams stockholders approve and adopt the Merger Agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you are able to attend the Special Meeting via the virtual meeting website, please complete, sign and date the enclosed proxy card and return it in the envelope provided or vote by telephone (at the toll-free number indicated on the proxy card) or via the internet (at the voting site indicated on the proxy card) as promptly as possible so that your shares may be represented and voted at the Special Meeting (or any adjournment or postponement thereof).

After careful consideration, the Adams board of directors (the “Adams Board of Directors”) has unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Adams and its stockholders and approved the Merger Agreement. Accordingly, the Adams Board of Directors unanimously recommends that Adams stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement described in the accompanying proxy statement.

In addition, the Securities and Exchange Commission (the “SEC”) has adopted rules that require us to seek a non-binding, advisory vote with respect to certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger. The Adams Board of Directors unanimously recommends that Adams stockholders vote “FOR” the Merger-related compensation proposal described in the accompanying proxy statement.

The Adams Board of Directors unanimously recommends that Adams stockholders vote “FOR” the proposal to approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement, described in the accompanying proxy statement.

The obligations of Adams and Parent to complete the Merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about Adams, the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

If you have any questions or need assistance voting your shares of Adams Common Stock, please contact Sodali & Co, our proxy solicitor (“Sodali”) at:

Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Call toll-free at +1 (800) 662-5200 (in North America)
or +1 (203) 658-9400 (outside of North America)
Email: AE@info.sodali.com

Thank you for your consideration of this matter and your continued confidence in Adams.

Sincerely,

Townes G. Pressler
Chairman of the Board of Directors

Kevin J. Roycraft
Chief Executive Officer and President

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated [•], 202[•] and, together with the enclosed form of proxy, is first being mailed to Adams stockholders on or about [•], 202[•].

ADAMS RESOURCES & ENERGY, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIA THE VIRTUAL MEETING WEBSITE, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS, OR BY MAIL BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD BY MAIL AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY VIA THE VIRTUAL MEETING WEBSITE, YOU MAY DO SO.

Your proxy may be revoked at any time before the vote at the Special Meeting, or any adjournment or postponement thereof, by (i) giving the Office of the Corporate Secretary written notice of revocation, (ii) returning a validly executed, later-dated proxy or (iii) attending the Special Meeting and voting via the Virtual Meeting Website.

Please note that we intend to limit attendance at the Special Meeting to stockholders at the close of business on the record date (or their authorized representatives). If your shares are held by a broker, bank or other nominee, you must obtain a control number from the voting instruction form accompanying this proxy statement or submit a legal proxy, executed in your favor, from that record holder giving you the right to vote the shares at the Special Meeting.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Adams Common Stock, please contact Adams’s proxy solicitor:

Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Call toll-free at +1 (800) 662-5200 (in North America)
or +1 (203) 658-9400 (outside of North America)
Email: AE@info.sodali.com

By Order of the Board of Directors of
Adams Resources & Energy, Inc.

Townes G. Pressler
Chairman of the Board of Directors

Houston, Texas
[•], 202[•]

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of Adams, may have regarding the Merger and the Special Meeting and the answers to those questions. Adams urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Merger and the Special Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

Q:     Why am I receiving this proxy statement and proxy card or voting instruction form?

A:     You are receiving this proxy statement and proxy card or voting instruction form in connection with the solicitation of proxies by the Adams Board of Directors for use at the Special Meeting because you have been identified as a holder of Adams Common Stock as of the close of business on the record date for the Special Meeting. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of Adams Common Stock with respect to such matters.

Q:     What is the purpose of the Special Meeting?

A:     At the Special Meeting, stockholders will consider and act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, namely:

•        a proposal to approve and adopt the Merger Agreement, which is further described in the sections entitled “The Merger (Proposal 1)” and “The Merger Agreement” beginning on pages 33 and 63, respectively, of this proxy statement;

•        a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger, discussed under the sections entitled “The Merger (Proposal 1) — Interests of Adams’s Directors and Executive Officers in the Merger” and “Advisory Vote on Merger-Related Compensation Arrangements (Proposal 2)” beginning on pages 56 and 91, respectively, of this proxy statement; and

•        a proposal to approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.

Q:     Where and when is the Special Meeting?

A:     The Special Meeting is scheduled to be held exclusively online via live webcast on [•], 2025 at [•] a.m., Central Time. There will not be a physical meeting location. You will be able to attend the Special Meeting by visiting the Virtual Meeting Website and using the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials.

Q:     What do I need in order to be able to attend the Special Meeting online?

A:     The Special Meeting will be held via live webcast only. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/AE2025SM and using the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. Please note you will not be able to attend the Special Meeting in person.

The webcast will start at [•] a.m., Central Time on [•], 2025. We encourage you to allow ample time for online check-in, which will open at [•] a.m., Central Time. Please be sure to check in by [•] a.m., Central Time on [•], 2025 (fifteen (15) minutes prior to the start of the meeting is recommended), so that any technical difficulties may be addressed before the Special Meeting live webcast begins.

Even if you plan to virtually attend the Special Meeting, please vote by proxy in advance so that your vote will be counted if you later decide not to or become unable to virtually attend the Special Meeting.

If you hold your shares in “street name,” you may virtually attend and vote at the Special Meeting only if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares. This information is typically included on the voting instruction form accompanying your proxy materials.

Q:     How does the Adams Board of Directors recommend that I vote on the proposals?

A:     The Adams Board of Directors unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Adams and its stockholders and approved the Merger Agreement. Accordingly, the Adams Board of Directors unanimously recommends that you vote as follows:

•        “FOR” the approval and adoption of the Merger Agreement;

•        “FOR” the approval, on a non-binding, advisory basis, of certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger; and

•        “FOR” the approval of an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.

Q:     What will happen in the Merger?

A:     If the Merger is completed, Merger Sub will merge with and into Adams, whereupon the separate existence of Merger Sub will cease and Adams will be the Surviving Corporation and a wholly owned subsidiary of Parent. As a result of the Merger, Adams Common Stock will no longer be publicly traded, and you will no longer have any interest in Adams’s future earnings or growth. In addition, Adams Common Stock will be delisted from the NYSE American and subsequently deregistered under the Exchange Act, and Adams will no longer be required to file periodic reports with the SEC with respect to Adams Common Stock.

Q:     Who will own Adams after the Merger?

A:     Immediately following the Merger, Adams will be a wholly owned subsidiary of Parent.

Q:     What will I receive in the Merger?

A:     If the Merger is completed, at the effective time of the Merger, each share of Adams Common Stock that is issued and outstanding immediately prior to the effective time of the Merger (other than any shares held by Adams (as treasury stock), Parent, Merger Sub or any other subsidiary of Parent or Adams, or any stockholder who has properly demanded and perfected and not validly withdrawn appraisal rights in accordance with Delaware law) will be automatically converted into the right to receive the Merger Consideration (i.e. $38.00 in cash, without interest).

Q:     How does the Merger Consideration compare to the recent trading price of Adams Common Stock?

A:     The closing price of Adams Common Stock on the NYSE American on November 11, 2024, the last trading day prior to the public announcement of the execution of the Merger Agreement, was $27.32 per share of Adams Common Stock. The Merger Consideration represents a 39% premium to the closing price of Adams Common Stock on the NYSE American on November 11, 2024, and a 53% premium to the volume-weighted average price per share of Adams Common Stock on the NYSE American for the three-month period ended November 11, 2024. The closing price of Adams Common Stock on the NYSE American on [•], 202[•], the most recent practicable date prior to the date of this proxy statement, was $[•] per share.

Q:     What will happen in the Merger to Adams equity awards?

A:     The Merger Agreement provides that, at the effective time of the Merger, the outstanding equity awards of Adams will be treated as follows:

Each Adams RSA will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares subject to such Adams RSA.

Each Adams PSA will automatically become fully vested at target performance (as set forth in the applicable award agreement) and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares of Adams Common Stock issued and outstanding under the Adams PSA immediately prior to the effective time of the Merger.

Q:     Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my shares of Adams Common Stock?

A:     If the Merger is consummated, Adams stockholders who continuously hold shares of Adams Common Stock (other than shares of Adams Common Stock held by Adams as treasury stock or owned by Parent that will be canceled pursuant to the Merger Agreement) through the effective time of the Merger, do not vote in favor of the adoption of the Merger Agreement or consent thereto in writing and properly exercise appraisal rights for their shares of Adams Common Stock and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares of Adams Common Stock in connection with the Merger under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”).

This means that Adams stockholders who perfect their appraisal rights, do not thereafter withdraw their demand for appraisal and follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares of Adams Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Adams Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any (or in certain circumstances described in further detail in the section of this proxy statement titled “Appraisal Rights of Stockholders,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each Adams stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, Adams stockholders who wish to seek appraisal of their shares of Adams Common Stock are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Adams stockholders considering seeking appraisal should be aware that the fair value of their shares of Adams Common Stock as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (a) submit a written demand for appraisal to Adams before the vote is taken on the adoption of the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (c) continue to hold your shares of Adams Common Stock of record through the Effective Time; and (d) strictly comply with all other procedures for exercising appraisal rights under Section 262. Your failure to follow exactly the procedures specified under Section 262 may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the Adams stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement titled “Appraisal Rights of Stockholders,” which is qualified in its entirety by Section 262 of the DGCL. The text of Section 262 of the DGCL, is reproduced in its entirety as Annex C to this proxy statement. You are encouraged to read these provisions carefully and in their entirety. If you hold your shares of Adams Common Stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares of Adams Common Stock for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares of Adams Common Stock confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the Surviving Corporation under Section 262 and to be set forth on the verified listed required by Section 262(f) of the DGCL. The procedures for exercising appraisal rights is further described in the section entitled “Appraisal Rights of Stockholders” beginning on page 86 of this proxy statement.

Q:     What vote is required to approve and adopt the Merger Agreement?

A:     Assuming a quorum is present, the proposal to approve and adopt the Merger Agreement requires the affirmative vote of at least a majority of the shares of Adams Common Stock outstanding at the close of business on the record date and entitled to vote on the Merger proposal. In addition, under the Merger Agreement, the receipt of

such required vote is a condition to the consummation of the Merger. Assuming a quorum is present, a failure to vote your shares of Adams Common Stock or an abstention from voting will have the same effect as a vote against the Merger proposal.

Q:     What vote is required to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger?

A:     The proposal to approve, on a non-binding, advisory basis, the compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger requires the affirmative vote of a majority in voting power of the shares of Adams Common Stock which are present via the Virtual Meeting Website or represented by proxy and entitled to vote on the Merger-related compensation proposal; however, such vote is advisory (non-binding) only. If your shares of Adams Common Stock are represented at the Special Meeting but are not voted on the Merger-related compensation proposal, or if you vote to abstain on the Merger-related compensation proposal, this will have the same effect as a vote “AGAINST” the non-binding Merger-related compensation proposal. If you fail to submit a proxy and fail to attend and vote in person at the Special Meeting, or if you do not instruct your bank, broker or other nominee how to vote your shares of Adams Common Stock, your shares of Adams Common Stock will not be voted, but this will not have an effect on the advisory (non-binding) vote to approve the Merger-related compensation proposal except to the extent that it results in there being insufficient shares present at the Special Meeting to establish a quorum.

Q:     What vote is required to approve the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement?

A:     The proposal to adjourn the Special Meeting, the approval of which is not required to complete the Merger, requires the affirmative vote of a majority in voting power of the shares of Adams Common Stock which are present via the Virtual Meeting Website or represented by proxy and entitled to vote on the adjournment proposal. Notwithstanding the inclusion of the proposal to adjourn the Special Meeting, Adams’s bylaws provide that a meeting of the stockholders (including the Special Meeting) may be adjourned by a lesser number (than required to establish a quorum) without further notice until a quorum is secured.

Q:     Do any of Adams’s directors or officers have interests in the Merger that may differ from or be in addition to my interests as a stockholder?

A:     In considering the recommendation of the Adams Board of Directors with respect to the Merger proposal, you should be aware that our directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of Adams stockholders generally. The Adams Board of Directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve the Merger Agreement and in recommending that the Merger Agreement be approved by the stockholders of Adams. See “The Merger (Proposal 1) — Interests of Adams’s Directors and Executive Officers in the Merger” beginning on page 56 and “Advisory Vote on Merger-Related Compensation Arrangements (Proposal 2)” beginning on page 91 of this proxy statement.

Q:     When do you expect the Merger to be completed?

A:     In order to complete the Merger, Adams must obtain the Adams stockholder approval regarding the proposal to adopt the Merger Agreement described in this proxy statement and the other closing conditions under the Merger Agreement must be satisfied or waived. The parties to the Merger Agreement currently expect to complete the Merger in the first calendar quarter of 2025, although Adams cannot assure completion by any particular date, if at all. Because the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.

Q:     What conditions must be satisfied to complete the Merger?

A:     There are several conditions which must be satisfied to complete the Merger. In addition to the Adams stockholder approval, the obligation of each party to consummate the Merger is also conditioned on the other party’s representations and warranties being true and correct (subject generally to a material adverse effect standard, with different standards applicable to certain representations and warranties) and the other party having

complied with and performed in all material respects its obligations under the Merger Agreement required to be performed by it at or prior to the effective time of the Merger. Consummation of the Merger is not subject to any financing condition.

Q:     Why am I being asked to consider and act upon a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger?

A:     SEC rules require Adams to seek a non-binding, advisory vote to approve any agreements or understandings and compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger. Approval of this proposal by Adams stockholders is not required to complete the Merger. Furthermore, because the vote to approve such compensation is advisory only, it will not be binding on either Adams or Parent. Accordingly, if the Merger is approved by Adams stockholders and the Merger is completed, the compensation will be payable regardless of the outcome of the advisory vote to approve such compensation.

Q:     Do you expect the Merger to be taxable to Adams stockholders?

A:     The exchange of Adams Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, if you are a U.S. Holder, you will recognize gain or loss equal to the difference between (i) the Merger Consideration you receive and (ii) the adjusted tax basis of the shares of Adams Common Stock you surrender in the Merger. If you are a Non-U.S. Holder, your exchange of shares of Adams Common Stock for the Merger Consideration generally will not result in U.S. federal income tax unless you have certain connections with the United States. For a more complete description of the U.S. federal income tax consequences of the Merger, you should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 95 of this proxy statement. This description does not address any non-income tax consequences, nor does it address state, local, non-U.S. or other tax consequences of the Merger or consequences to holders who are subject to special tax treatment under U.S. federal income tax law. Consequently, you are urged to consult your tax advisor to determine the particular tax consequences of the Merger.

Q:     Are there any other risks to me from the Merger that I should consider?

A:     Yes. There are risks associated with all business combinations, including the Merger. See the section entitled “Caution Regarding Forward-Looking Statements” beginning on page 24 of this proxy statement.

Q:     Who is entitled to vote at the Special Meeting?

A:     The record date for the Special Meeting is [•], 202[•]. Only stockholders of record at the close of business on that date are entitled to attend and vote at the Special Meeting or any adjournment or postponement thereof. The only class of stock that can be voted at the meeting is Adams Common Stock. Each outstanding share of Adams Common Stock is entitled to one vote on all matters that come before the Special Meeting. At the close of business on the record date, there were [•] shares of Adams Common Stock issued and outstanding, approximately [•]% of which were held by Adams’s directors and executive officers. We currently expect that all of Adams’s directors and executive officers will vote their shares in favor of the proposal to approve and adopt the Merger Agreement and the other proposals to be considered at the Special Meeting, although no director or executive officer is obligated to do so.

Q:     How many votes do I have?

A:     Each holder of Adams Common Stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of Adams Common Stock that such holder owned as of the record date.

Q:     Who may attend the Special Meeting?

A:     Only stockholders as of the close of business on [•], 202[•], or their duly appointed proxies, and invited guests of Adams may attend the meeting via the Virtual Meeting Website. “Street name” holders (those whose shares are held through a broker, bank or other nominee) who wish to vote at the Special Meeting must obtain the control number from the voting instruction form accompanying these proxy materials or submit a legal proxy, executed in your favor, from your broker, bank or other nominee giving you the right to vote your shares at the Special Meeting.

Q:     Who is soliciting my vote?

A:     The Adams Board of Directors is soliciting your proxy, and Adams will bear the cost of soliciting proxies. Sodali has been retained to assist with the solicitation of proxies. Sodali will be paid a solicitation fee of approximately $20,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians, and other like parties to the beneficial owners of shares of Adams Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Sodali or, without additional compensation, by certain of Adams’s directors, officers and employees.

Q:     What do I need to do now?

A:     Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including its annexes. Whether or not you expect to attend the Special Meeting, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting.

Q:     What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:     If your shares of Adams Common Stock are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by Adams. If your shares of Adams Common Stock are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Adams Common Stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares of Adams Common Stock, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares of Adams Common Stock by following their instructions for voting. You may virtually attend and vote at the Special Meeting only if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares.

Q:     How do I vote if my shares are registered directly in my name?

A:     If you are a stockholder of record, there are four methods by which you may vote at the Special Meeting:

•        Internet:    To vote over the internet, log on to the voting site indicated on your enclosed proxy card and follow the instructions. If you vote over the internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over the Internet, you must do so prior to 11:59 p.m., Eastern Time, on [•], 2025 (the day before the Special Meeting).

•        Telephone:    To vote by telephone, call the toll-free number indicated on your enclosed proxy card and follow the instructions. If you vote by telephone, you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m., Eastern Time, on [•], 2025 (the day before the Special Meeting).

•        Mail:    To vote by mail, complete, sign and date the enclosed proxy card and return it by mail promptly in the postage paid, pre-addressed envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If we receive your validly executed proxy card before polls close at the Special Meeting, we will vote your shares as you direct.

•        Virtually During Meeting:    To vote your shares during the Special Meeting, follow the instructions at www.virtualshareholdermeeting.com/AE2025SM. On the day of the Special Meeting, Broadridge may be contacted at +1 (844) 986-0822 (US) or +1 (303) 562-9302 (International) to answer any questions regarding how to virtually attend the Special Meeting or if you encounter any technical difficulty accessing or during the Special Meeting.

Whether or not you plan to attend the meeting, we urge you to vote by proxy, whether by internet, by telephone or by mail, to ensure your vote is counted. You may still attend the meeting and vote your shares via the Virtual Meeting Website, even if you have already voted by proxy. If you later decide to vote at the Special Meeting,

your previously submitted proxy will be automatically revoked. Please choose only one method to cast your vote by proxy. We encourage you to vote over the internet, which is a convenient, cost-effective and reliable alternative to returning a proxy card by mail.

Q:     How do I vote if my shares are held in the name of my broker (street name)?

A:     If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a voting instruction form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions. You may also virtually attend and vote at the Special Meeting if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares, which is typically included on the voting instruction form provided by your broker, bank or other nominee.

Q:     What is a proxy?

A:     A proxy is your legal designation of another person to vote your shares of Adams Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Adams Common Stock is called a “proxy card.”

Q:     If an Adams stockholder gives a proxy, how are the shares voted?

A:     The individuals named on the enclosed proxy card, or your proxies, will vote your shares of Adams Common Stock in the way that you indicate. When completing the internet or telephone process or the proxy card, you may specify whether your shares of Adams Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting. If you properly sign your proxy card but do not mark the boxes showing how your shares of Adams Common Stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (i) “FOR” the approval and adoption of the Merger Agreement; (ii) “FOR” the approval, on a non-binding, advisory basis, of certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger; and (iii) “FOR” the approval of an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve the Merger Agreement.

Q:     Can I change my vote after I submit my proxy?

A:     Yes. You can change or revoke your proxy at any time before the polls close at the Special Meeting or any adjournment or postponement thereof. If you are the record holder of your shares, you may change or revoke your proxy in any one of three ways:

•        you may submit another validly executed proxy bearing a later date, whether over the internet, by telephone or by mail;

•        you may send a written notice that is received before the polls close at the Special Meeting (or any adjournment or postponement thereof) that you are revoking your proxy to the Office of the Corporate Secretary, Adams Resources & Energy, Inc., 17 South Briar Hollow Lane, Suite 101, Houston Texas 77027, Attention: Corporate Secretary; or

•        you may attend the Special Meeting (or any adjournment or postponement thereof) and vote via the Virtual Meeting Website.

If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your proxy.

If you have questions about how to vote or change your vote, please contact Sodali, the firm assisting us in the solicitation of proxies, toll-free at +1 (800) 662-5200 (in North America) or +1 (203) 658-9400 (outside of North America).

Q:     How can I obtain a proxy card?

A:     If you lose, misplace or otherwise need to obtain a proxy card, please follow the applicable procedure below.

•        For Adams stockholders of record:    Please call Sodali toll free at +1 (800) 662-5200 (in North America) or +1 (203) 658-9400 (outside of North America).

•        For holders in “street name”:    Please contact your account representative at your broker, bank or other similar institution.

Q:     What happens if I sell my shares of Adams Common Stock before the Special Meeting?

A:     The record date for the Special Meeting is earlier than the expected date of the Merger. If you own shares of Adams Common Stock as of the close of business on the record date but transfer your shares prior to the date of the Special Meeting, you will retain your right to vote at the Special Meeting, but the right to receive the Merger Consideration will pass to the person who holds your shares immediately prior to the effective time of the Merger.

Q:     What happens if I sell my shares of Adams Common Stock after the Special Meeting but before the effective time of the Merger?

A:     If you transfer your shares after the Special Meeting but before the effective time of the Merger, you will have transferred the right to receive the Merger Consideration to the person to whom you transfer your shares. In order to receive the Merger Consideration, you must hold your shares of Adams Common Stock through completion of the Merger.

Q:     Should I surrender my book-entry shares or send in my stock certificates now?

A:     No. If the Merger is completed, the exchange agent for the Merger will send you a letter of transmittal and instructions for exchanging your shares of Adams Common Stock for the Merger Consideration. PLEASE DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY OR OTHERWISE SEND THEM TO ADAMS, PARENT OR SODALI.

Q:     If I do not know where my stock certificates are, how will I get the Merger Consideration for my shares of Adams Common Stock?

A:     If the Merger is consummated, the transmittal materials you will receive after the closing of the Merger will include the procedures that you must follow if you cannot locate your stock certificate(s). This will include an affidavit that you will need to sign attesting to the loss of your stock certificates.

Q:     How many shares must be present to constitute a quorum for the meeting?

A:     The presence at the Special Meeting, by attendance via the Virtual Meeting Website or by proxy, of the holders of a majority of the shares of Adams Common Stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum. There must be a quorum for business to be conducted at the Special Meeting. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement and will subject Adams to additional expense.

Q:     What if I abstain from voting?

A:     If you attend the Special Meeting or send in your validly executed proxy card, but abstain from voting on any proposal, your shares will still be counted for purposes of determining whether a quorum exists. Assuming a quorum is present, if you abstain from voting on the proposal to approve and adopt the Merger Agreement at the Special Meeting, it will have the same effect as a vote “AGAINST” such proposal. If you abstain from voting on the other two proposals, it will also have the same effect as a vote “AGAINST” such proposals.

Q:     Will my shares be voted if I do not sign and return my proxy card or vote over the internet, by mail, by telephone or by attendance via the Virtual Meeting Website?

A:     If you are a registered stockholder and you do not sign and return your proxy card or vote over the internet, by telephone, by mail or by voting during the meeting via the Virtual Meeting Website, your shares will not be voted at the Special Meeting and if you do not sign and return your proxy card or vote over the internet, by telephone or attend the Special Meeting via the Virtual Meeting Website, your shares will not be counted for purposes of determining whether a quorum exists.

If your shares are held in street name and you do not issue instructions to your broker, bank or other nominee, your broker, bank or other nominee may vote your shares at its discretion on routine matters, but may not vote your shares on non-routine matters. Under applicable New York Stock Exchange rules, all of the proposals in this proxy statement are non-routine matters. Accordingly, if your shares are held in “street name” and you do not issue instructions to your broker, bank or other nominee, your shares will not be voted at the Special Meeting and will not be counted for purposes of determining whether a quorum exists.

If you fail to complete, sign, date and return your proxy card by mail, or vote via the internet, by telephone or by attendance via the Virtual Meeting Website, it will have the same effect as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement assuming a quorum is present, but will have no effect on the other proposals.

Q:     What is a broker non-vote?

A:     Broker non-votes are shares held by brokers and other record holders that are present or represented by proxy at the Special Meeting, but with respect to which the broker or other record holder is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Adams Common Stock held in “street name” does not give voting instructions to the broker or other holder of record, then those shares will not be present or represented by proxy at the Special Meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement.

If you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted and the effect will be the same as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement. However, a failure to instruct your broker, bank or other nominee to vote on the non-binding proposal regarding Merger-related compensation for Adams’s named executive officers (assuming a quorum is present) or the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies for the approval and adoption of the Merger Agreement (regardless of whether a quorum is present), will have no effect on the outcome of such proposals.

Q:     Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

A:     No. Because any shares you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q:     What does it mean if I receive more than one set of proxy materials?

A:     This means you own shares of Adams Common Stock that are registered under different names or are in more than one account. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must complete, sign and date all of the proxy cards or follow the instructions

for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own postage-paid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

Q:     Who will count the votes?

A:     A representative from Broadridge will serve as the inspector of election.

Q:     Can I participate if I am unable to attend the Special Meeting?

A:     If you are unable to attend the Special Meeting, we encourage you to complete, sign, date and return your proxy card or to vote over the internet or by telephone in advance of the Special Meeting.

Q:     Where can I find the voting results of the Special Meeting?

A:     Adams intends to announce preliminary voting results at the Special Meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the Special Meeting. All reports that Adams files with the SEC are publicly available when filed.

Q:     What happens if the Merger is not completed?

A:     If the Adams stockholder approval is not obtained or if the Merger is not completed for any other reason, Adams stockholders will not receive any payment for their shares of Adams Common Stock in connection with the Merger. Instead, Adams will remain an independent public company and shares of Adams Common Stock will continue to be listed and traded on the NYSE American.

The Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, Adams will be required to pay to Parent the Termination Fee (i.e., a termination fee of $4 million in immediately available funds).

See the sections entitled “The Merger Agreement — Termination Fee Payable by Adams” and “The Merger Agreement — Remedies beginning on pages 82 and 82, respectively, of this proxy statement, respectively, for a discussion of the circumstances under which such the Termination Fee will be required to be paid and Parent, Merger Sub or its affiliates may be liable to Adams for monetary damages, as described above.

Q:     What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

A:     If Adams experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, Adams will promptly notify stockholders of the decision via the virtual meeting website. There will be technicians ready to assist you with any technical difficulties you may have accessing the Special Meeting live webcast. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please call Broadridge at +1 (844) 986-0822 (US) or +1 (303) 562-9302 (International).

Q:     How can I obtain additional information about Adams?

A:     Adams will provide copies of this proxy statement and its 2024 Annual Report to Adams stockholders, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, without charge to any stockholder who makes a written request to our Corporate Secretary at Adams Resources & Energy, Inc., 17 South Briar Hollow Lane, Suite 101, Houston, Texas 77027. Adams’s Annual Report on Form 10-K and other SEC filings may also be accessed at www.sec.gov or on Adams’s website at https://www.adamsresources.com/investor-relations. Adams’s website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to our website provided in this proxy statement.

Q:     How many copies of this proxy statement and related voting materials should I receive if I share an address with another stockholder?

A:     The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single annual report or proxy statement, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.

Adams and some brokers may be householding our proxy materials by delivering proxy materials to multiple stockholders who request a copy and share an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or Adams if you are a stockholder of record. You can notify us by sending a written request to Adams Resources & Energy, Inc., 17 South Briar Hollow Lane, Suite 101, Houston Texas 77027, Attn: Corporate Secretary, or calling +1 (713) 881-3600. Stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by notifying Adams at the telephone and address set forth in the prior sentence. In addition, Adams will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered pursuant to a prior request.

Q:     Whom should I contact if I have any questions?

A:     If you have questions about the Merger or the other matters to be voted on at the Special Meeting or desire additional copies of this proxy statement or additional proxy cards or otherwise need assistance voting, you should contact:

Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Call toll-free at +1 (800) 662-5200 (in North America)
or +1 (203) 658-9400 (outside of North America)
Email: AE@info.sodali.com

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act. Any statements contained in this proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, that are not statements of historical fact may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future operating and financial performance of Adams based on current assumptions relating to Adams’s business, the economy and future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “intends,” “targets,” “prospects,” “potential,” “strategy,” “signs” and other words of similar meaning in connection with the discussion of future operating or financial performance, plans, actions or events. Forward-looking statements may include, among other things, statements relating to financial estimates and projections and statements as to the expected timing, completion and effects of the Merger, and the future business, performance and opportunities of Adams. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, Adams’s actual results may differ materially from those contemplated by the forward-looking statements. You, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. These risks and uncertainties include, but are not limited to, the risks detailed in Adams’s filings with the SEC, including in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including a termination of the Merger Agreement under circumstances that could require Adams to pay a termination fee;

•        the failure to receive, on a timely basis or otherwise, the required approvals by Adams stockholders pursuant to the Merger Agreement;

•        the risk that other closing conditions to the Merger Agreement may not be satisfied;

•        the Merger may involve unexpected costs, liabilities or delays;

•        Adams’s and Parent’s ability to complete the proposed Merger on a timely basis or at all;

•        the risks that Adams’s business may suffer as a result of uncertainties surrounding the Merger;

•        the risk that any announcements relating to the Merger could have adverse effects on the market price of the Adams Common Stock;

•        the ability of Adams to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners pending the consummation of the Merger;

•        the possibility of disruption to Adams’s business from the proposed Merger, including increased costs and diversion of management time and resources;

•        limitations placed on Adams’s ability to operate its business under the Merger Agreement;

•        general economic, business and political conditions;

•        if the Merger is completed, Adams stockholders will forego realization of any long-term value potential based on current strategy as an independent public company;

•        stock prices may decline if the Merger is not completed;

•        the inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections;

•        the outcome of any legal proceedings that may be instituted against Adams or others relating to the Merger Agreement or the Merger; and

•        other financial, operational and legal risks and uncertainties detailed from time to time in Adams’s SEC reports.

All forward-looking statements are inherently subject to a number of risks and uncertainties that could cause the actual results of Adams to differ materially from those reflected in forward-looking statements made in this proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, as well as in press releases and other statements made from time to time by Adams’s authorized officers. There can be no assurance that the Merger or any other transaction described above will in fact be consummated in the expected time frame, on the expected terms or at all. For a further discussion of other important factors that could impact Adams’s future results, performance or transactions, see the risk factors included in Item 1A of Adams’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and under Part II, Item 1A of Adams’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. Adams does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

THE COMPANIES

Adams Resources & Energy, Inc.

Adams, a Delaware corporation organized in 1973, and its subsidiaries are primarily engaged in crude oil marketing, truck and pipeline transportation of crude oil, and terminalling and storage in various crude oil and natural gas basins in the lower 48 states of the United States (“U.S.”). In addition, Adams conducts tank truck transportation of liquid chemicals and dry bulk primarily in the lower 48 states of the U.S. with deliveries into Canada and Mexico, and with sixteen terminals across the U.S. Adams also recycles and repurposes off-specification fuels, lubricants, crude oil and other chemicals from producers in the U.S. Adams operates and reports in four business segments: (i) crude oil marketing, transportation and storage; (ii) tank truck transportation of liquid chemicals and dry bulk; (iii) pipeline transportation, terminalling and storage of crude oil; and (iv) interstate bulk transportation logistics of crude oil, condensate, fuels, oils and other petroleum products and recycling and repurposing of off-specification fuels, lubricants, crude oil and other chemicals.

Adams’s principal executive office is located at 17 South Briar Hollow Lane, Suite 100 Houston, Texas 77027. Following January 1, 2025, Adams’s principal executive office will be located at Wortham Tower Building, 2727 Allen Parkway, 9th Floor Houston, Texas 77019. Adams’s telephone number is +1 (713) 881-3600. Adams’s internet website address is www.adamsresources.com. The information provided on the Adams website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.

Shares of Adams Common Stock are listed and traded on the NYSE American under the symbol “AE.”

Tres Energy LLC

Parent is a Texas limited liability company that invests in and operates strategic energy assets across the U.S. The principal executive offices of Parent are located at 6702 Broadway, Galveston, Texas 77554 and its telephone number is +1 (713) 880-9888. Parent’s internet website address is www.tres-energy.com. The information provided on the Parent website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.

ARE Acquisition Corporation

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent and was formed on October 31, 2024, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and other documents or agreements executed and delivered in connection with the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the completion of the Merger, Merger Sub will cease to exist with Adams continuing as the Surviving Corporation. The principal executive offices of Merger Sub are located at 6702 Broadway, Galveston, Texas 77554 and its telephone number is +1 (713) 880-9888.

THE SPECIAL MEETING

This proxy statement is being provided to the stockholders of Adams as part of a solicitation of proxies by the Adams Board of Directors for use at the Special Meeting to be held at the time specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides stockholders of Adams with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.

Date, Time and Place

The Special Meeting is scheduled to be held exclusively online via live webcast on [•], 2025 at [•] a.m., Central Time. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/AE2025SM and using the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. Please note you will not be able to attend the Special Meeting in person.

The webcast will start at [•] a.m., Central Time on [•], 2025. We encourage you to allow ample time for online check-in, which will open at [•] a.m., Central Time. Please be sure to check in by [•] a.m., Central Time on [•], 2025 (fifteen (15) minutes prior to the start of the meeting is recommended), so that any technical difficulties may be addressed before the Special Meeting live webcast begins.

We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual special meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving Adams and its stockholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase stockholder communication.

Both stockholders of record and street name stockholders will be able to attend the Special Meeting via live webcast and vote their shares electronically at the Special Meeting.

If you are a registered holder, your 16-digit control number will be included in the proxy materials.

If you hold your shares beneficially through a bank or broker, you may virtually attend and vote at the Special Meeting if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares, which is typically included on the voting instruction form provided by your bank or broker. Instructions on how to connect and participate via the Internet are posted at www.virtualshareholdermeeting.com/AE2025SM.

Technical Difficulties

There will be technicians ready to assist you with any technical difficulties you may have accessing the Special Meeting live webcast. Please be sure to check in by [•] a.m., Central Time on [•], 2025 (fifteen (15) minutes prior to the start of the meeting is recommended), so that any technical difficulties may be addressed before the Special Meeting live webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please call Broadridge at +1 (844) 986-0822 (US) or +1 (303) 562-9302 (International).

Purpose of the Special Meeting

At the Special Meeting, Adams stockholders will be asked to consider and vote on the following:

•        a proposal to approve and adopt the Merger Agreement, which is further described in the sections entitled “The Merger (Proposal 1)” and “The Merger Agreement” beginning on pages 33 and 63, respectively, of this proxy statement;

•        a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger, discussed under the sections entitled “The Merger (Proposal 1) — Interests of Adams’s Directors and Executive Officers in the Merger” and “Advisory Vote on Merger-Related Compensation Arrangements (Proposal 2)” beginning on pages 33 and 91, respectively, of this proxy statement; and

•        a proposal to approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.

Adams stockholders holding at least a majority of the shares of Adams Common Stock outstanding as of the close of business on the record date must approve and adopt the Merger Agreement for the Merger to occur. If those stockholders fail to approve and adopt the Merger Agreement, the Merger will not occur. The advisory vote on compensation payable to our named executive officers in connection with the Merger is a vote separate and apart from the vote to approve and adopt the Merger Agreement. Accordingly, a stockholder may vote to approve the Merger Agreement and not vote to approve the executive compensation payable in connection with the Merger and vice versa. The vote with respect to executive compensation that will or may become payable by Adams to its named executive officers in connection with the Merger is advisory in nature and will not be binding on either Adams or Parent. If the Merger Agreement is adopted by the Adams stockholders and the Merger is completed, the executive compensation that will or may become payable by Adams to its named executive officers in connection with the Merger may be paid to Adams’s named executive officers even if stockholders do not approve the payment of that compensation.

Adams does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof. If any other matters are properly presented at the Special Meeting or any adjournment or postponement thereof for consideration, however, the holders of the proxies will have discretion to vote on these matters.

Recommendation of the Adams Board of Directors

After careful consideration, the Adams Board of Directors, by a unanimous vote, determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Adams and its stockholder and approved Merger Agreement. Certain factors considered by the Adams Board of Directors in reaching its decision to authorize and approve the Merger Agreement and the Merger can be found in the section entitled “The Merger (Proposal 1) — Adams’s Reasons for the Merger” beginning on page 44 of this proxy statement.

The Adams Board of Directors unanimously recommends that the Adams stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement, “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger and “FOR” the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.

Record Date; Stockholders Entitled to Vote

Only holders of record of Adams Common Stock at the close of business on [•], 202[•], the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting. At the close of business on the record date, [•] shares of Adams Common Stock were issued and outstanding and held by [•] holders of record.

Holders of record of Adams Common Stock are entitled to one vote for each share of Adams Common Stock they own at the close of business on the record date.

Quorum

The presence at the Special Meeting, by attendance via the Virtual Meeting Website or by proxy, of the holders of a majority of the shares of Adams Common Stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum. There must be a quorum for business to be conducted at the Special Meeting. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement and will subject Adams to additional expense. Once a share is present or represented by proxy at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting and any adjournment of the Special Meeting, unless the stockholder attends solely to object to lack of notice, defective notice, or the conduct of the meeting on other grounds and does not vote the shares or otherwise consent that they are to be deemed present. However, if a new record

date is set for the adjourned special meeting, then a new quorum will have to be established. If you submit a properly executed proxy card, even if you abstain from voting, your shares will be counted for purposes of calculating whether a quorum is present at the Special Meeting.

Required Vote

Approval and adoption of the Merger Agreement requires the affirmative vote of at least a majority of the shares of Adams Common Stock outstanding at the close of business on the record date and entitled to vote on the Merger proposal. The proposal to adjourn the Special Meeting, including if necessary to permit further solicitation of proxies, requires the affirmative vote of a majority in voting power of the shares of Adams Common Stock which are present via the Virtual Meeting Website or represented by proxy and entitled to vote on the adjournment proposal. Notwithstanding the inclusion of the proposal to adjourn the Special Meeting, Adams’s bylaws provide that a special meeting may be adjourned by a lesser number (than required to establish a quorum) without further notice until a quorum is secured. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger requires that a quorum be present and the affirmative vote of a majority in voting power of the shares of Adams Common Stock which are present via the Virtual Meeting Website or represented by proxy and entitled to vote on the Merger-related compensation proposal.

Abstentions and Broker Non-Votes

An abstention occurs when a stockholder attends a meeting, either by attendance via the Virtual Meeting Website or by proxy, but abstains from voting on a particular proposal. At the Special Meeting, abstentions will be counted in determining whether a quorum is present, and will have the same effect as a vote “AGAINST” (i) the proposal to approve and adopt the Merger Agreement, (ii) the non-binding proposal regarding Merger-related compensation for Adams’s named executive officers and (iii) the proposal to adjourn the Special Meeting, including if necessary to permit further solicitation of proxies.

If no instruction as to how to vote is given in a validly executed, duly returned and unrevoked proxy, the proxy will be voted “FOR” (i) the proposal to approve and adopt the Merger Agreement; (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Adams to its named executive officers that is based on or otherwise relates to the Merger; and (iii) the proposal to approve the adjournment of the Special Meeting, including if necessary to solicit additional proxies, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.

Broker non-votes are shares held by brokers and other record holders that are present or represented by proxy at the Special Meeting, but with respect to which the broker or other record holder is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Adams Common Stock held in “street name” does not give voting instructions to the broker or other holder of record, then those shares will not be present or represented by proxy at the Special Meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement. Assuming a quorum is present, if you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted and the effect will be the same as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement. However, a failure to instruct your broker, bank or other nominee to vote on the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies for the approval and adoption of the Merger Agreement or, assuming a quorum is present, the proposal regarding the advisory vote on Merger-related compensation, will have no effect on the outcome of such proposals.

Failure to Vote

If you are a registered stockholder and you do not sign and return your proxy card or vote over the internet, by telephone or by voting during the Special Meeting via the Virtual Meeting Website, your shares will not be voted at the Special Meeting and if you do not sign and return your proxy card or vote over the internet, by telephone or attend the Special Meeting via the Virtual Meeting Website, your shares will not be counted for purposes of determining whether a quorum exists. If you are the record owner of your shares and you fail to vote, it will have the same effect as a vote

“AGAINST” the proposal to approve and adopt the Merger Agreement assuming a quorum is present but will have no effect on the proposal to adjourn the Special Meeting, including if necessary to permit further solicitation of proxies, or on the advisory vote on Merger-related compensation.

Voting by Adams’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of Adams and their affiliates were entitled to vote [•] shares of Adams Common Stock, or approximately [•]% of the shares of Adams Common Stock issued and outstanding on that date. We currently expect that all of Adams’s directors and executive officers will vote their shares in favor of the proposal to approve the Merger Agreement and the other proposals to be considered at the Special Meeting, although no director or executive officer is obligated to do so.

Voting at the Special Meeting

To participate in the Special Meeting, please www.virtualshareholdermeeting.com/AE2025SM and enter the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. If you hold your shares in “street name” and did not receive a voting instruction form from your bank or broker, you will need to obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares.

If we experience technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via email notification. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please call Broadridge at +1 (844) 986-0822 (US) or +1 (303) 562-9302 (International).

Stockholders of record may also authorize the persons named as proxies on the proxy card to vote their shares by (i) signing, dating, completing and returning the proxy card by mail; (ii) via the internet; or (iii) by telephone, as described below. Adams encourages you to vote over the internet as Adams believes this is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. The internet provides a convenient, cost-effective alternative to returning your proxy card by mail or voting by telephone. If you vote your shares over the internet, you may incur costs associated with electronic access, such as usage charges from internet access providers. If you choose to vote your shares over the internet, there is no need for you to mail back your proxy card.

If your shares are held by your broker, bank or other nominee, you will receive a voting instruction form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

If you hold shares in more than one account, you may receive more than one proxy or voting instruction form. To be sure that all of your shares are represented at the meeting, you must submit your proxy or voting instructions with respect to each proxy or voting instruction form you receive.

To Vote Over the Internet:

To vote over the internet, log on to the website indicated on your enclosed proxy card and follow the instructions. If you vote over the internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over the Internet, you must do so prior to 11:59 p.m., Eastern Time, on [•], 2025 (the day before the Special Meeting).

To Vote By Telephone:

To vote by telephone, call the toll-free number indicated on your enclosed proxy card and follow the instructions. If you vote by telephone, you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m., Eastern Time, on [•], 2025 (the day before the Special Meeting).

To Vote By Mail:

To vote by mail, complete, sign, date and return the enclosed proxy card by mail in the pre-addressed, postage-paid envelope provided.

If you return your validly executed proxy card without indicating how you want your shares of Adams Common Stock to be voted with regard to a particular proposal, your shares of Adams Common Stock will be voted in favor of each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

Revocation of Proxies

You can revoke your proxy at any time before the polls close at the Special Meeting or any adjournment or postponement thereof. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

•        you may submit another validly executed proxy bearing a later date, whether over the internet, by telephone or by mail that is received before the polls close at the Special Meeting (or any adjournment or postponement thereof);

•        you may send a written notice that is received before the polls close at the Special Meeting (or any adjournment or postponement thereof) indicating that you are revoking your proxy to the Office of the Corporate Secretary, Adams Resources & Energy, Inc.,17 South Briar Hollow Lane, Suite 101, Houston Texas 77027, Attention: Corporate Secretary; or

•        you may attend the Special Meeting (or any adjournment or postponement thereof) and vote via the Virtual Meeting Website.

If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to revoke your proxy.

If you have questions about how to vote or change your vote, you should contact the firm assisting us with the solicitation of proxies, Sodali, toll-free at +1 (800) 662-5200 (in North America) or +1 (203) 658-9400 (outside of North America).

Shares Held in Name of Broker

If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a voting instruction form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

Tabulation of Votes

A representative from Broadridge will serve as the inspector of election.

Solicitation of Proxies

The Adams Board of Directors is soliciting your proxy, and Adams will bear the cost of soliciting proxies. Sodali has been retained to assist with the solicitation of proxies. Sodali will be paid a solicitation fee of approximately $20,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Adams Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Sodali or, without additional compensation, by certain of Adams’s directors, officers and employees.

Adjournment

In addition to the proposal to approve and adopt the Merger Agreement and the advisory vote on Merger-related compensation, Adams stockholders are also being asked to approve a proposal to adjourn the Special Meeting, as permitted under the terms of the Merger Agreement, for the purpose of soliciting additional proxies in favor of the proposal to approve and adopt the Merger Agreement if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Merger Agreement. If this proposal to adjourn the Special Meeting is approved, the Special Meeting could be adjourned by Adams as permitted under the terms of the Merger Agreement to a later date. In addition, Adams, as permitted under the terms of the Merger Agreement, could postpone the meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the Special Meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting or any adjournment or postponement thereof. If you return a proxy and do not indicate how you wish to vote on any proposal, your shares will be voted in favor of such proposal.

Notwithstanding the inclusion of the proposal to adjourn the Special Meeting, Adams’s bylaws provide that a meeting of the stockholders (including the Special Meeting) may be adjourned by a lesser number (than required to establish a quorum) without further notice until a quorum is secured.

The Adams Board of Directors recommends a vote “FOR” the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.

Other Information

You should not send documents representing Adams Common Stock with the proxy card. If the Merger is completed, the exchange agent for the Merger will send you a letter of transmittal and instructions for exchanging your shares of Adams Common Stock for the Merger Consideration.

THE MERGER (PROPOSAL 1)

The discussion of the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the Merger Agreement carefully as it is the legal document that governs the Merger.

Effects of the Merger

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, Merger Sub will be merged with and into Adams in accordance with the DGCL. As a result of the Merger, the separate existence of Merger Sub will cease, and Adams will survive the Merger as a wholly owned subsidiary of Parent.

At the effective time of the Merger, each share of Adams Common Stock that is issued and outstanding immediately prior to the effective time of the Merger (other than any shares held by Adams (as treasury stock), Parent, Merger Sub or any other subsidiary of Parent or Adams, or any stockholder who has properly demanded and perfected and not validly withdrawn appraisal rights in accordance with Delaware law) will be automatically converted into the right to receive the Merger Consideration (i.e. $38.00 in cash, without interest).

Upon consummation of the Merger, your shares of Adams Common Stock will no longer be outstanding and will automatically be canceled and cease to exist in exchange for payment of the Merger Consideration described above unless you have properly demanded and perfected and not validly withdrawn appraisal rights in accordance with Delaware law. As a result, you will not own any shares of the Surviving Corporation, and you will no longer have any interest in its future earnings or growth. As a result of the Merger, Adams will cease to be a publicly-traded company and will be wholly owned by Parent. Following consummation of the Merger, Adams Common Stock will be delisted from the NYSE American and subsequently deregistered under the Exchange Act, and the Surviving Corporation will no longer be required to file periodic reports with the SEC with respect to Adams Common Stock.

At the effective time of the Merger, each Adams RSA will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares subject to such Adams RSA. In addition, each Adams PSA will automatically become fully vested at target performance (as set forth in the applicable award agreement) and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares of Adams Common Stock issued and outstanding under the Adams PSA immediately prior to the effective time of the Merger.

If, during the period between the date of the Merger Agreement and the effective time of the Merger, any change in the outstanding shares of capital stock of Adams occurs by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares or any stock dividend thereon with a record date during such period, excluding any change that results from the vesting or satisfaction of performance conditions applicable to any Adams RSAs or Adams PSAs, the Merger Consideration and any other amounts payable pursuant to the Merger Agreement will be appropriately adjusted.

Effects on Adams If the Merger Is Not Completed

If the Merger Agreement is not approved and adopted by Adams stockholders or if the Merger is not completed for any other reason, Adams stockholders will not receive any payment for their shares of Adams Common Stock in connection with the Merger. Instead, Adams will remain an independent public company and shares of Adams Common Stock will continue to be listed and traded on the NYSE American. In addition, if the Merger is not completed, Adams stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the industry in which Adams operates, the servicing of Adams’s debt, market volatility and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, it is likely that the price of Adams Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Adams Common Stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Adams Common Stock. If the Merger Agreement is not approved and adopted by Adams stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Adams will be offered or that Adams’s business, prospects or results of operation will not be adversely impacted.

In addition, the Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, Adams will be required to pay to Parent the Termination Fee (i.e., a termination fee of $4 million in immediately available funds), upon the terms of the Merger Agreement. See the section entitled “The Merger Agreement — Termination Fee Payable by Adams” beginning on page 82 of this proxy statement, respectively, for a discussion of the circumstances under which such the Termination Fee will be required to be paid as described above.

Background of the Merger

The Adams Board of Directors, together with members of the Company’s senior management team, regularly reviews and assesses Adams’s operations, performance, future growth prospects, evolving industry landscape and strategic direction. In connection therewith, and with the assistance of legal and financial advisors, the Adams Board of Directors and Adams management have considered from time to time potential strategic alternatives for Adams, including potential business combinations or other transactions, to strengthen Adams business and maximize stockholder value. In addition, from time to time Adams has received unsolicited inquiries from third parties seeking to determine Adams’s interest in a business combination transaction. The Company had also, prior to 2022, held informal discussions with a representative of KSA Industries, Inc. (“KSAI”) about KSAI’s plans for the stake it had in the Company at the time in light of the Company’s understanding of KSAI’s other business operations and capital commitments. At the time, KSAI was the Company’s largest stockholder owning, together with affiliates including members of the family of the Company’s founder, the late Kenneth Adams, approximately 44% of the Adams Common Stock.

On December 9, 2021, a member of the Adams Board of Directors and Kevin Roycraft, Chief Executive Officer of Adams, met with a representative of the GulfStar Group (“GulfStar”) to discuss engaging GulfStar to serve as the Company’s financial advisor in reviewing multiple avenues to enhance stockholder value, including a potential business combination, sale, merger, recapitalization, consolidation, acquisition of other businesses, divestiture, stock repurchase or any other strategic initiative. GulfStar was selected based on its energy and infrastructure industry knowledge and middle market focus. Adams and GulfStar executed an initial engagement letter on December 23, 2021.

During January and February of 2022, at the direction of the Adams Board of Directors, GulfStar compiled information from the Company and performed an analysis on potential alternative strategies to enhance stockholder value available to the Company. Because one of the alternatives potentially available to the Company included a transaction with KSAI, and in light of the position of W.R. Scofield, then a member of the Adams Board of Directors, as the President and Chief Operating Officer of KSAI, the Adams Board of Directors determined in February 2022 to form a special committee, consisting of the remaining members of the Adams Board of Directors (each of whom was an independent director under applicable NYSE American rules) to review and evaluate the alternative strategies available to Adams.

On March 14, 2022, GulfStar presented its analysis to the special committee of the Adams Board of Directors. The analysis included a summary of Adams’s historical stock performance and the market’s reaction to news events, the limited interest of the public equity markets in Adams Common Stock reflected in its limited public float and low trading volumes, market perceptions of a large overhang held by KSAI, and limited equity research coverage. Among the options considered, alone or in combination, were a stock repurchase program, an increase to the cash dividend, a division into two separate publicly traded companies (primarily comprising the crude oil marketing business of GulfMark Energy, Inc. (“GulfMark”) and the transportation business of Service Transport Company (“STC”), respectively), the sale of either GulfMark or STC to a third party buyer, the acquisition of complementary assets and operations, a stock or debt offering, and a sale of the entire business. Given the Company’s cash balances, the Adams Board of Directors decided to prioritize the potential purchase of unregistered shares of common stock held by KSAI, on the basis that it would enhance per share value for the remaining stockholders by reducing the number of shares outstanding and eliminate the overhang, while reducing total dividend payments.

On March 31, 2022, Adams delivered a non-binding letter of intent to KSAI offering to acquire all of the shares of Adams Common Stock owned by KSAI at an approximate 33% discount to its market price at the time.

On April 27, 2022 and May 5, 2022, representatives of GulfStar met with the special committee of the Adams Board of Directors to discuss its recommendations as well as the anticipated and unrelated acquisition by the Company of Firebird Bulk Carriers, Inc. (“Firebird”), an interstate bulk motor carrier of crude oil, condensate, fuels, oils and other petroleum products, and Phoenix Oil, Inc. (“Phoenix”), which recycles and repurposes off-specification fuels, lubricants, crude oil and other chemicals from producers. Those acquisitions would later be consummated on August 12, 2022.

On May 6, 2022, KSAI met with and delivered a letter to Townes Pressler, the Chairman of the Adams Board of Directors, rejecting the Adams Board of Directors’ proposal to repurchase KSAI’s shares of Adams Common Stock. On the same date, KSAI filed an amendment to its beneficial ownership report on Schedule 13D with the SEC, in which KSAI stated that after a review of its investments, including its ownership of Adams Common Stock, KSAI had decided to pursue a potential sale of its Adams Common Stock, whether through open market sales or privately negotiated transactions, and that it intended to communicate with the Adams Board of Directors, management and/or other stockholders with respect to strategic, financial, operational and governance matters or otherwise work with Adams and the Adams Board of Directors. During the several months following KSAI’s Schedule 13D amendment, the Company and KSAI held various discussions, including through financial and legal advisors, about the degree, if any, to which the Company might be involved with such a sale. During those discussions, representatives of KSAI raised the possibility that the Company seek a sale of the Company through which KSAI might achieve its liquidity objectives. After discussion, the Adams Board of Directors communicated to KSAI representatives the Company’s position that it was not in the Company’s best interest at the time to seek a sale of the Company due to the pending potential acquisitions and the Adams Board of Directors’ belief that the Company was currently undervalued.

On July 18, 2022, the special committee of the Adams Board of Directors met to discuss making another offer to acquire KSAI’s shares. Following discussion, the special committee authorized GulfStar to engage in price discussions with KSAI. On July 21, 2022, GulfStar delivered a letter to representatives of KSAI indicating the Company’s willingness to consider repurchasing some or all of the shares of Adams Common Stock owned by KSAI and its affiliates at a price of $34.50 in cash, subject to negotiation of definitive documentation. Following discussion with and authorization by the special committee, on July 25, 2022, GulfStar and representatives of KSAI reached a verbal agreement that Adams would acquire all of KSAI’s and its affiliates shares of Adams Common Stock for $36 per share, which represented an approximate 6% premium over the market price at the time.

On August 9, 2022, the Adams Board of Directors received an unsolicited letter from Party A, a private investment firm, expressing an interest in acquiring all the Company’s shares for between $36 and $38 per share, representing a 17% to 45% premium over the 10-day volume weighted average price of the Adams Common Stock at the time. Party A’s letter indicated that it had been in contact with KSAI and its financial advisor in connection with KSAI’s exploration of strategic alternatives, but that it was potentially interested in buying the entire company.

On August 26, 2022, the special committee of the Adams Board of Directors met to discuss the status of the KSAI share repurchase and the expression of interest from Party A. The special committee reaffirmed that it was not then in the Company’s best interest to seek a sale of the Company at the time due to the just completed acquisition of Firebird and Phoenix and other anticipated growth prospects, and that proceeding with a repurchase of the Adams Common Stock owned by KSAI was the preferable option for the Company and its stockholders at the time.

On October 31, 2022, Adams completed the repurchase of KSAI’s and its affiliates’ shares of Adams Common Stock at $36 per share. Discussions occurring after October 2022 involving a potential transaction with third parties were conducted through the Adams Board of Directors rather than the special committee, in light of the absence of any potential conflict with any member of the Adams Board of Directors.

On April 28, 2023, a representative of Party B, a private equity firm, approached a representative of GulfStar after learning at an industry conference that GulfStar had represented Adams in the transaction with KSAI, and indicated verbally that Party B was considering making an unsolicited offer to the Adams Board of Directors to acquire all of the outstanding shares of Adams Common Stock. To the best of the Company’s knowledge, Party B had become familiar with Adams based on publicly available information after being approached in 2022 by KSAI as part of KSAI’s exploration of a potential sale of its Adams Common Stock prior to KSAI’s entry into a repurchase agreement with the Company.

Following that conversation, a representative of Party B arranged a meeting with Mr. Roycraft and a representative of GulfStar on June 1, 2023, for introductory purposes at which Mr. Roycraft gave a high-level overview of the Company’s business.

On August 4, 2023, Party B sent to the Adams Board of Directors, through a representative of GulfStar, a written non-binding expression of interest in acquiring Adams, suggesting a purchase price in the range of $55 to $60 per share subject to accounting, legal, operational, customer and other due diligence.

On August 7, 2023, Mr. Roycraft and a representative of Party B met at Adams’s office in Houston, along with a representative of GulfStar, to discuss the Adams operations further and the August 4 non-binding expression of interest. Party B also outlined its preliminary plans to use the Company as a platform for future acquisitions. Mr. Roycraft indicated that the Adams Board of Directors would discuss the proposal at its meeting scheduled the following day.

On August 8, 2023, at a regularly scheduled meeting of the Adams Board of Directors, the Adams Board of Directors determined it would be willing to further explore a potential transaction with Party B at the indicated price range, subject to Party B’s execution of a non-disclosure agreement. The Adams Board of Directors also determined to re-engage GulfStar to explore its strategic alternatives and conduct a limited and targeted outreach to other potential buyers as a market check, and authorized management to work with GulfStar to prepare a list of potential buyers and to contact those parties. The Company and GulfStar executed a new engagement letter on August 15, 2023.

On August 11, 2023, the Company received an unsolicited communication from Party C, a transportation company backed by a private equity sponsor, indicating an interest in purchasing STC, Adams’s wholly owned transportation subsidiary, with a preliminary valuation of approximately $60 to $70 million. To the best of the Company’s knowledge, Party C had become familiar with Adams based on publicly available information through a financial advisor who had been approached in connection with the potential financing of a transaction with KSAI in 2022, prior to KSAI’s entry into a repurchase agreement with the Company.

On August 18, 2023, Mr. Roycraft and representatives of GulfStar met with representatives of Party B to review the terms of a non-disclosure agreement and a potential due diligence process. At the meeting, the parties executed the proposed non-disclosure agreement, which included a customary standstill provision, which would not restrict Party B from making a confidential offer to participate in a potential business combination transaction with Adams and which terminated, in accordance with its terms, on the first anniversary of the non-disclosure agreement. After executing the non-disclosure agreement, Party B was provided certain high-level information related to weekly and monthly key performance indicators, and the parties discussed future due diligence parameters. Party B was not provided access to a virtual data room or detailed due diligence materials at the time.

On August 22, 2023, GulfStar provided a list to Adams management of approximately 25 potential purchasers that it believed were the most likely to have an interest in pursuing a transaction with Adams and to be capable of executing such a transaction. Of these, approximately seventeen were potential strategic buyers and eight were potential financial buyers. This list was subsequently narrowed to eight potential buyers of the entire Company, three of which (including Tres Energy) were strategic and five of which were financial buyers. Between September 1 and September 21, 2023, GulfStar contacted each of these potential purchasers, initially on a no-names basis. Five of these potential purchasers expressed no interest, and three (including Tres Energy on September 18, 2023) signed non-disclosure agreements, which in each case contained customary standstill provisions, which standstill provisions would not restrict the relevant party from making a confidential offer to participate in a potential business combination transaction with Adams and terminated, in accordance with their terms, either prior to or upon Adams’s entry into the Merger Agreement. Tres Energy was known to the Company, as an affiliate of Tres Energy had become a crude oil customer of GulfMark beginning in June 2023.

On September 6, 2023, Party B requested further information from Adams relating to its capital expenditures, which the Company provided.

On September 28, 2023, Party B informed the Company that primarily based on its further due diligence relating to the maintenance capital expenditures necessary to run the business, it would be unable to proceed with a proposed transaction at the $55 to $60 per share valuation that it had indicated in its initial indication of interest, and noted that it

might be willing to proceed on the basis of a per share valuation in the low $40s, which the Company estimated would represent a premium of between approximately 19% to 30% over the closing price of the Adams Common Stock on that date. On instruction from the Adams Board of Directors, the Company responded that it was unwilling to proceed with further discussions on that basis.

On October 20, 2023, Party C and Party D, a privately-owned crude oil marketing company unrelated to Party C, delivered a joint letter to Mr. Roycraft expressing an interest in together acquiring 100% of the Company at an equity value of approximately $130 million (or approximately $51.50 per share), based on publicly available information, subject to additional due diligence. The letter outlined a plan in which Party C and Party D would separate STC and GulfMark after the acquisition, with Party C owning STC and Party D owning GulfMark (including Phoenix, Firebird and the VEX pipeline). The letter indicated that consummation of any acquisition would be contingent on acceptable debt financing being arranged, and proposed a 60-90 day exclusivity period, with automatic 30-day renewals unless terminated by the Company, in which the Company would be precluded from soliciting interest from or engaging in discussions with persons other than Party C and Party D.

On October 23, 2023 and October 26, 2023, Adams entered into non-disclosure agreements with Party D and Party C, respectively. Each non-disclosure agreement contained customary standstill provisions that would not restrict the relevant party from making a confidential offer to participate in a potential business combination transaction with Adams and that terminated, in accordance with its terms, upon Adams’s entry into the Merger Agreement. The non-disclosure agreements permitted Parties C and D to share certain confidential information with each other.

On October 26, 2023, at a special meeting of the Adams Board of Directors at which representatives of GulfStar and Locke Lord LLP (“Locke Lord”), counsel to Adams, were present, the Adams Board of Directors discussed the terms outlined in the letter from Parties C and D. A representative of GulfStar outlined the terms of the offer and the expected premium to the current share price it represented. A representative of Locke Lord outlined certain considerations for the Adams Board of Directors in entering into an exclusivity arrangement and presented a potential timeline for any transaction. The Adams Board of Directors concluded that a shorter exclusivity period would be unlikely to preclude a superior offer from being made by another potential bidder, but that it would not accept a financing contingency. The Adams Board of Directors also discussed the structuring risk posed by a joint bid by two unrelated parties.

On October 27, 2023, Party C and Party D delivered a revised letter of interest to Mr. Roycraft that, among other things, included an upward or downward adjustment of the proposed $130 million valuation for net debt, removed the proposed financing contingency, and shortened the proposed initial exclusivity period to 45 days.

On October 30, 2023, following confirmation from the Adams Board of Directors, the Company countersigned the October 27 letter of interest and entered into a 45-day exclusivity period.

On November 8, 2023, representatives of both Party C and Party D contacted representatives of GulfStar and the Company to provide a preliminary due diligence list. Both Party C and Party D were thereafter granted access to a virtual data room. Between November 9, 2023 and November 17, 2023, Parties C and D conducted due diligence on financial, tax and operational matters.

On or about November 17, 2023, the Company learned that Party D had removed itself from the joint bid with Party C, which to the best of the Company’s knowledge was due to its evaluation of the scope or potential complexity of the joint bid.

On December 5, 2023, Party C submitted a revised non-binding indication of interest to the Adams Board of Directors continuing to value the Company’s equity at $130 million, adjusted for net debt, subject to due diligence and subject to Party C identifying a suitable partner, to be identified, who would purchase the GulfMark business. The letter asked the Company for a new 60-day exclusivity period. Following a discussion of its terms, the Adams Board of Directors determined not to enter into the non-binding indication of interest or any new exclusivity period unless and until Party C removed any contingencies relating to finding a suitable partner to purchase GulfMark.

On December 13, 2023, the Company notified Party C and Party D that it was terminating the exclusivity arrangement in the October 30 letter.

On February 27, 2024, Party C’s financial advisor communicated to a representative of GulfStar that Party C was no longer actively interested in pursuing a transaction, as both Party C and its most likely joint bidder were pursuing other transactions.

On March 18, 2024, a representative of GulfStar reached out to a representative of Party B to give an update on the Company’s recent performance and to gauge whether Party B had any interest in revisiting an acquisition of the Company. The representative of Party B indicated an interest in meeting again with Adams management. On April 1, 2024, Mr. Roycraft and a representative of Party B met in Houston, along with a representative of GulfStar, and discussed the Company’s recent developments and financial performance.

In addition to the material contacts described below, between April and May 2024, GulfStar contacted five additional potential purchasers of the entire Company on a no-names basis, each of whom responded that it was not interested in engaging in discussions at the time with companies in Adams’s industry. GulfStar also contacted Party A, who responded that it did not consider the Company a strategic fit.

On April 15, 2024, a representative of GulfStar contacted Party E, a privately held petroleum products marketing company, to explore whether it would have any interest in a transaction. A representative of Party E indicated an interest in learning more.

On May 2, 2024, Party B communicated to a representative of GulfStar that it had decided not to pursue a transaction with Adams further as it was not interested in pursuing a transaction with the Company at a significant premium to the current market price of the Adams Common Stock (which was trading at approximately $29 per share at the time).

On May 8, 2024, Mr. Roycraft met with a representative of Tres Energy in GulfStar’s offices for a high-level conversation about the Company’s business.

On May 13, 2024, the Company received, through a representative of GulfStar, an updated indication of interest from Party C alone to acquire STC, but not the entire Company. The letter referred to a potential purchase price of $60 million. The Company communicated to Party C the Adams Board of Directors’ position that it would only be interested in a sale of the entire Company, as a sale of only one subsidiary would have adverse tax consequences to the Company, and would leave the Company with limited public equity market interest and a public company expense structure that would not be justified by the smaller size of the remaining company. The Adams Board of Directors also believed that arranging a simultaneous sale of Adams’s remaining assets to a third party would present an unacceptable execution risk.

On May 24, 2024, Mr. Roycraft and Michael Leggio, Adams’s Chief Operating Officer, held a follow-up meeting with representatives of Tres Energy at which they discussed the Company’s most recent publicly available investor presentation and fielded questions from the Tres Energy team, and the Tres Energy representatives presented certain information about Tres Energy.

On June 11, 2024, Mr. Roycraft and Greg Mills, President of GulfMark Energy, met by videoconference with Party F, a downstream energy company whose common stock is traded on the OTC Markets, and had a high level introductory conversation about both companies. Party F asked Adams to sign a mutual non-disclosure agreement, which it did on June 14, 2024. In light of the limited nature of the discussions, the mutual non-disclosure agreement did not contain a “standstill” provision. On July 29, 2024, Party F met in person with Messrs. Roycraft and Mills over lunch, at which time Party F discussed certain business opportunities it saw relating to the VEX pipeline, and indicated that it would outline in writing other ideas of how the companies might work together in the future. Party F did not communicate any further interest to the Company until its September 24, 2024 letter described below.

On June 13, 2024, a representative of Party E communicated to a representative of GulfStar that it was not interested in pursuing a transaction with the Company at a significant premium to the current market price of the Adams Common Stock (which had a closing price of $26.38 on that date).

On June 20, 2024, Tres Energy sent a letter addressed to the Adams Board of Directors indicating an interest in acquiring 100% of the Company at a price within a range of $35 to $37 per share, subject to continued due diligence. On the same date, a representative of GulfStar informed a representative of Tres Energy verbally that the Adams Board of Directors would be unlikely to view that price range favorably and urged Tres Energy to increase its offer price.

On June 27, 2024, Tres Energy sent a revised indication of interest to the Adams Board of Directors, increasing its proposed price range to $38 to $40 per share in cash, subject to satisfactory completion of due diligence and negotiation of definitive documentation.

On July 1, 2024, the Adams Board of Directors held a special meeting by videoconference to discuss the proposal from Tres Energy. A representative of GulfStar was also present at the meeting. The Adams Board of Directors discussed the possibility of making a counterproposal to Tres Energy but made no decisions at that meeting. The following day, July 2, 2024, the Adams Board of Directors reconvened by videoconference and authorized GulfStar to respond to Tres Energy that the Company would be willing to engage in further discussions and permit Tres Energy to conduct due diligence if it would raise its price range to between $42 to $44 per share. A representative of GulfStar communicated this position to Tres Energy on July 2, 2024, and followed up with an email to a representative of Tres Energy on July 4, 2024, reiterating the Adams Board of Directors’ counterproposal of a price within that range.

On July 12, 2024, Tres Energy advised a representative of GulfStar that it was not inclined to increase its offer range without conducting further due diligence. On July 17, 2024, the Adams Board of Directors convened by videoconference to discuss Tres Energy’s request for access to further due diligence information. The Adams Board of Directors determined to permit Tres Energy to move forward with limited due diligence in order to determine whether it would be willing to offer a price over $40 per share. Following the meeting, the Company gave Tres Energy access to certain material non-public information pursuant to the previously signed non-disclosure agreement.

On August 5, 2024, representatives of Adams met with representatives of Tres Energy at GulfStar’s offices to review an initial set of due diligence requests from Tres Energy and timing expectations.

On August 20, 2024, as part of Tres Energy’s due diligence exercise, GulfStar arranged a videoconference among representatives of Tres Energy, Adams, and Party C in order for Tres Energy to ask questions of Party C about its previously expressed interest in purchasing only a portion of the assets of the Company. On the same date, representatives of Adams management met by videoconference with representatives of Tres Energy to discuss Adams’s outlook for the remainder of fiscal 2024 and capital expenditure expectations for the year. Mr. Roycraft expressed a view that GulfMark and VEX pipeline cashflows should remain steady for the year and noted that barge deliveries were beginning for Phoenix, while the parties discussed challenges facing STC.

On August 21, 2024, a representative of GulfStar contacted Party E to determine if it had any further interest in pursuing a transaction with Adams. Party E responded that its interest would be in considering only a transaction involving GulfMark, not the entire company, and only if it could become comfortable with a number of concerns, including fleet age and customer concentration.

On August 30, 2024, Tres Energy sent a revised non-binding indication of interest in writing to the Adams Board of Directors, for a proposal to acquire 100% of the capital stock of Adams in an all-cash transaction at a price of $40 per share based on its initial due diligence. The letter indicated that Tres Energy anticipated funding the transaction through its existing cash resources and/or committed debt financing and that the transaction would not be subject to any financing contingency. The letter requested that Adams agree to a 45-day exclusivity period by signing a form of exclusivity agreement attached to the indication of interest. The letter also indicated that Tres Energy would expect the definitive agreement to contain a customary “no shop” provision with exceptions that would permit the Adams Board of Directors to comply with its fiduciary duties, but would not expect any definitive agreement to contain a “go shop” provision permitting the Company to actively seek alternative transactions after the execution of a definitive agreement.

On September 4, 2024, the Adams Board of Directors held a special meeting to consider the terms of the Tres Energy proposal. Representatives of GulfStar and Locke Lord were present at the meeting. A representative of GulfStar summarized the history of discussions as to potential alternative transactions with other parties, including the current state of discussions with Parties C and E, and expressed a view that neither was likely to make a credible offer at a greater price for the entire Company that was capable of being executed. The representative of GulfStar also reviewed the history of discussions with Tres Energy and the increase in its proposed per share valuation compared to its June 20 expression of interest. A representative of Locke Lord reviewed the fiduciary duties of the Adams Board of Directors in considering a transaction and in deciding whether to enter into exclusive negotiations with a third party. Following a discussion of the terms proposed by Tres Energy, the Adams Board of Directors concluded that the proposed 45-day exclusivity period was reasonable under the circumstances and would be unlikely to preclude a superior offer from being made by another potential bidder. The Adams Board of Directors thus determined that it was willing to negotiate

with Tres Energy on an exclusive basis for 45 days and instructed Locke Lord to provide comments on the draft exclusivity agreement to Tres Energy and its legal counsel, King & Spalding LLP (“King & Spalding”). The Adams Board of Directors also requested GulfStar to clarify with Tres Energy certain matters relating to the fully diluted share count referred to in the letter and confirming the $40 price per share, each of which were confirmed over the course of the next day. Also at the meeting, the Adams Board of Directors considered a proposal to engage Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) as financial advisor to analyze the fairness of a potential transaction with Tres Energy, from a financial point of view, to Company stockholders. Following a discussion of Houlihan Lokey’s qualifications, national reputation, familiarity with the industry and independence, the Adams Board of Directors authorized the Company to engage Houlihan Lokey to deliver a fairness opinion with respect to any transaction with Tres Energy. One director, who had disclosed to the Adams Board of Directors that his brother was employed by Houlihan Lokey in its insolvency practice, abstained from the approval of the engagement of Houlihan Lokey.

Later on September 4, 2024, Locke Lord delivered comments to King & Spalding on the draft exclusivity agreement, including adding a provision that the agreement could be terminated by the Company in the event that Tres Energy were to communicate a reduction in its proposed offer price. The following day, the parties finalized the terms of the exclusivity agreement, which was executed by the parties as of September 6, 2024.

On September 5, 2024, the Company entered into an engagement letter with Houlihan Lokey to deliver a fairness opinion with respect to a potential sale of the Company. Between September 6 and late October 2024, in addition to the activity discussed in more detail below, Houlihan Lokey delivered certain information requests to the Company and met with Company management in order to discuss factors it considered relevant in analyzing whether the Merger Consideration to be received by the holders of Adams Common Stock pursuant to the Merger Agreement was fair to the holders of Adams Common Stock, from a financial point of view. On September 9, 2024, Locke Lord was instructed to begin drafting a definitive Merger Agreement.

On September 9, 2024, Mr. Pressler received an unsolicited telephone call from a representative of Party E informing Mr. Pressler that contrary to its prior position, Party E might be interested in exploring a transaction for 100% of the Company. Party E did not express any valuation, financing or other details. After notifying Tres Energy of the contact, as required under the Company’s exclusivity agreement with Tres Energy, a representative of GulfStar responded on the following day to inform Party E that the Company was unable to engage in discussions at that time.

On September 10, 2024, Adams received an initial due diligence request list from King & Spalding, including a number of identified priority items. On September 12, 2024, Tres Energy and King & Spalding were granted access to a virtual data room where responses to the due diligence requests were posted over the following days and weeks.

Also on September 12, 2024, Mr. Roycraft held a lunch meeting with a representative of Tres Energy at which they discussed progress in organizing the due diligence exercise and progress on construction at Adams’s Dayton, Texas location. The representative of Tres Energy also provided additional due diligence questions for which responses were subsequently added to the virtual data room.

On September 17, 2024, the Adams Board of Directors met with a representative of Locke Lord present to review the terms of a draft Merger Agreement and gave comments on the draft.

On September 18, 2024, Adams senior management provided certain projections to Houlihan Lokey. For more information, see the section entitled “The Merger (Proposal 1) — Projected Financial Information” beginning on page 54 of this proxy statement.

On September 20, 2024, Locke Lord delivered an initial draft of the Merger Agreement to King & Spalding. The initial draft Merger Agreement provided, among other things, for a cash merger with no financing condition, an ability of Adams to continue paying regular quarterly dividends in accordance with past practice through the closing date, an ability of Adams to pursue lost premium damages on behalf of its stockholders, no cap on damages for a willful breach of the agreement by either party (including, with respect to Tres Energy, the failure for any reason to pay the Merger Consideration if and when required), a termination fee of $2.5 million payable under certain circumstances, vesting of outstanding equity awards, and an “end date” nine months from the execution of the definitive agreement. The draft proposed that the equity owners of Tres Energy guarantee the obligations of Tres Energy under the agreement.

On September 24, 2024, the Company received an unsolicited letter from Party F expressing a non-binding interest in a business combination, subject to further due diligence, in which stockholders of Adams would receive newly issued shares in Party F’s common stock at an unspecified exchange ratio to be determined after completion of

a due diligence exercise, and requesting an exclusivity period of indeterminate duration. The offer was conditioned, among other things, on Party F’s common stock being listed on a national securities exchange. Party F’s public filings indicated that certain of its debt was currently in default. A representative of GulfStar responded on behalf of Adams that the Company was not in a position to engage in any discussions at the time.

On September 25, 2024, King & Spalding sent a number of follow-up due diligence requests to Adams and its counsel.

On September 26, 2024, King & Spalding delivered a “key issues” list outlining Tres Energy’s response to certain terms in the draft Merger Agreement. This list included, among other things, a proposal that there be no ultimate parent guaranty; restrictions on ongoing equity awards to employees; provisions for debt financing, including a reverse termination fee to be paid in lieu of a damage claim if the debt were not funded at closing; a $4.3 million termination fee, including additional conditions under which such fee would become payable; certain changes to closing conditions and interim operating covenants; a six month “end date;” and a proposed “inside date” under which Tres Energy would not be required to close prior to mid-January. The Adams Board of Directors, with representatives of GulfStar and Locke Lord attending, met by videoconference on September 27, 2024, to discuss the issues raised in the list.

On October 1, 2024, Mr. Roycraft, Mr. Pressler and a representative of GulfStar met with representatives of Tres Energy over lunch in Houston. The parties discussed, among other topics, some of the high-level deal terms that had been raised in the key issues list, Tres Energy’s financing plans and timing considerations regarding a transaction.

On the same date, Locke Lord provided to King & Spalding the Adams Board of Directors’ response to the September 26 issues list. Among other things, the response agreed to forego an ultimate parent guaranty subject to receiving certain information (later provided) from Tres Energy demonstrating financial wherewithal, reiterated the Company’s position that a reverse termination fee was not appropriate as a limitation on damages, and proposed a termination fee of approximately $3.25 million.

On October 3, 2024, representatives of Locke Lord and King & Spalding met by videoconference to discuss the identified key issues. Among other things, the parties discussed the treatment of equity awards and employee matters, agreed to a six month end date with no “inside date” and agreed not to include additional triggers for the termination fee. King & Spalding reiterated its position that a $4.3 million termination fee was appropriate in light of the size of the transaction. The parties discussed the interim operating covenants, including the Company’s capital expense budget, and due diligence matters, including Tres Energy’s proposal to conduct limited Phase I assessments of certain identified owned and leased property, in addition to a limited review of other properties, prior to signing a definitive agreement.

Also on October 3, 2024, representatives of Adams and Tres Energy toured the Phoenix and Firebird location in Humble, Texas and toured the Dayton, Texas yard under construction. The following day, the parties toured the Company’s truck and barge loading docks in Victoria, Texas and the VEX truck loading facility in Cuero, Texas.

Throughout the weeks of September 30 and October 7, 2024, counsel for Tres Energy submitted additional due diligence requests, relating among other things to key contracts, certain tax issues, owned and leased real estate and environmental issues, and Adams responded to such requests.

On October 9, 2024, King & Spalding circulated a revised draft of the Merger Agreement to Locke Lord, incorporating the terms discussed the prior week and proposing changes to certain representations and warranties and interim operating covenants, among other things. The markup included a termination fee of $4.3 million, and included a provision that would permit Tres Energy or Merger Sub to assign their respective rights and obligations under the Merger Agreement to an affiliate of Tres Energy, provided that the assignment would not relieve the assigning party of any of its obligations under the Merger Agreement if the assignee did not perform such obligations. The markup also included a “force the vote” provision under which Adams’s obligation to call and hold the stockholder’s meeting would not be affected by a change in the Adams Board of Directors’ recommendation that the stockholders vote in favor of the transaction.

Beginning October 10, 2024, and continuing through November 1, 2024, the parties held bi-weekly videoconferences at which legal counsel and representatives of GulfStar were also present in order to track progress in due diligence and documentation.

On October 11, 2024, representatives of King & Spalding sent Adams a list of owned and leased locations as to which Tres Energy proposed to conduct additional environmental due diligence, including Phase I environmental assessments. Tres Energy engaged consultants shortly thereafter to conduct site visits and prepare such assessments. Between October 12 and November 7, 2024, representatives of Tres Energy conducted in-person site visits at Adams facilities in Texas, Louisiana, Michigan and West Virginia.

On October 14, 2024, King & Spalding sent to Locke Lord a number of follow-up questions and comments relating to due diligence items and the confidential disclosure schedules. During this time, Tres Energy continued to conduct its due diligence review, including scheduling site visits and organizing Phase I environmental assessment reviews.

On October 17, 2024, Locke Lord provided King & Spalding with a revised draft of the Merger Agreement. Among other things, the revised draft suggested changes to the interim operating covenants regarding the entry into future material contracts and similar items, removed the “force the vote” provision, provided for the payment of certain earned but unpaid bonus amounts depending on the timing of the closing, and proposed a $4 million termination fee.

Also on October 17, 2024, representatives of Tres Energy requested that Adams extend the exclusivity period in its letter of intent from October 21, 2024 until November 4, 2024. At the direction of the Adams Board of Directors, and in light of the status of negotiations to date and the unlikelihood that a credible competing offer would materialize in the absence of an exclusivity period, including from Party C or Party E, Adams agreed to the extension of the exclusivity period on October 21, 2024.

On October 18, 2024, Adams management team members met with representatives of Tres Energy at Tres Energy’s offices for Adams to make a high-level presentation on GulfMark’s marketing business, including operational matters and potential growth opportunities.

Throughout the week of October 21, 2024, the parties continued to engage in discussions surrounding employee benefits matters, environmental matters and other due diligence items and exchanged drafts of the confidential disclosure schedules.

Between October 24, 2024 and November 1, 2024, Locke Lord and King & Spalding exchanged drafts of the Merger Agreement, addressing proposed changes to certain representations and warranties, employee matters, covenants relating to the operation of the business and entry into new or amended material contracts after the execution of the Merger Agreement, and the extent of Adams’s requirement to provide cooperation in connection with any financing by Tres Energy.

On October 25, 2024, Mr. Roycraft met with representatives of Tres Energy at Tres Energy’s office and discussed open due diligence items and a potential timeline for signing a definitive Merger Agreement. On October 30, 2024, representatives of Tres Energy visited the STC facility in Houston.

On October 31, 2024, the Company began discussions with the administrative agent under its Credit Agreement, Cadence Bank, relating to proposed amendments to its financial covenants, including a reduction in its minimum fixed charge coverage ratio for the quarters ending September 30, 2024 and December 31, 2024.

On November 1, 2024, Locke Lord also provided updated confidential disclosure schedules, including environmental schedules. The parties also participated in an update call to discuss environmental due diligence results to date and remediation or mitigation plans for a limited number of identified sites.

On the same date, the Adams Board of Directors held a special meeting, at which representatives of GulfStar and Locke Lord were also present. During the meeting, representatives of GulfStar and Locke Lord provided an update on the progress of negotiations to date and summarized the terms of the most recent Merger Agreement draft, and representatives of Locke Lord provided an overview of the Adams Board of Directors fiduciary duties.

On November 2, 2024, representatives of King & Spalding and Locke Lord held a call, along with Mr. Roycraft, regarding environmental due diligence matters, and King & Spalding followed up the following day with a list of supplemental due diligence questions.

On November 4, 2024, the audit committee of the Adams Board of Directors held a meeting at which the committee approved the Company’s third quarter financial statements and related earnings release.

Also on November 4, 2024, Tres Energy requested that the Company extend the exclusivity period until November 15, 2024. At the direction of the Adams Board of Directors, and in light of the status of negotiations to date and the unlikelihood that a credible competing offer would materialize in the absence of an exclusivity period, the Adams Board of Directors authorized the Company to extend the period until November 12, 2024, and the parties thereafter signed an extension to that date. During the week of November 4, 2024, Adams and Locke Lord responded to outstanding due diligence items.

On November 5, 2024, the Company shared its third quarter results with Tres Energy, including expected net losses of $4.5 million and $7.3 million for the three and nine-month periods ended September 30, 2024, compared to net profit of $2.3 million and $1.0 million in the comparable periods of the prior year, and Adjusted EBITDA (a non-GAAP financial measure for which reconciliation to the closest comparable GAAP measure is presented in the Company’s Current Report on Form 8-K filed November 12, 2024) of $2.2 million and $10.8 million for the three and nine-month periods ended September 30, 2024 compared to $6.0 million and $21.4 million for the comparable prior year periods. The preliminary balance sheet also reflected an approximate $13.4 million reduction in the Company’s cash balances compared to the end of the Company’s second fiscal quarter.

On November 7, 2024, King & Spalding provided Locke Lord with a further markup of the draft Merger Agreement with suggested changes to certain environmental representations and warranties and to the interim covenants.

Also on November 7, 2024, Tracy Ohmart, the Adams Chief Financial Officer, communicated to a representative of Tres Energy that the Company had substantially finalized an amendment to its credit facility in order to reduce its minimum fixed charge coverage ratio. The amendment was signed on November 8, 2024.

Between November 8 and November 11, 2024, the parties continued to exchange drafts of the disclosure schedules, a draft press release and other public statements. Representatives of King & Spalding and Locke Lord held a videoconference in the afternoon of November 10, 2024 to discuss remaining open items on the Merger Agreement.

On November 9, 2024, representatives of Tres Energy informed Adams that in light of the Company’s recent financial performance, including its lower cash balances, Tres Energy would be unable to support a transaction price of $40 per share, and proposed a reduction in the price to $36 per share. The parties held a number of telephone calls to discuss the proposed change in price, including with Mr. Roycraft, Mr. Pressler and a representative of GulfStar. Following a discussion with the Adams Board of Directors, and discussion with Houlihan Lokey regarding the revised price, a representative of GulfStar indicated to Tres Energy that the Adams Board of Directors could support a Merger Consideration of $38 per share if the remaining issues on the Merger Agreement and related schedules could be quickly resolved and if the Merger Agreement could be signed by the evening of November 11, 2024. Tres Energy and the Company orally agreed to the revised Merger Consideration of $38 per share.

On November 10, 2024, King & Spalding returned a markup of the Merger Agreement to Locke Lord. Representatives of King & Spalding and Locke Lord held a videoconference in the afternoon of November 10, 2024 to discuss remaining open items on the Merger Agreement.

On November 11, 2024, after the close of business, the Adams Board of Directors held a special meeting by videoconference. At the invitation of the Adams Board of Directors, members of Adams senior management and representatives of each of GulfStar, Houlihan Lokey and Locke Lord also attended the meeting. The proposed final form of Merger Agreement was provided to the Adams Board of Directors in advance of the meeting. At the meeting, at the request of the Adams Board of Directors, Houlihan Lokey reviewed and discussed its financial analyses. Thereafter, at the request of the Adams Board of Directors, Houlihan Lokey verbally rendered its opinion to the Adams Board of Directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Adams Board of Directors dated November 11, 2024), as to whether, as of the date thereof, the Merger Consideration to be received by the holders of Adams Common Stock pursuant to the Merger Agreement was fair to the holders of Adams Common Stock, from a financial point of view. Houlihan Lokey’s opinion is more fully described in the section of this proxy statement entitled “The Merger — Opinion of Adams’s Financial Advisor”.

Also at that meeting, representatives of Locke Lord provided an update on the material terms of the Merger Agreement, including a review of the Merger Consideration to be received; the structure of the transaction; the material conditions to closing of the Merger (including the lack of any financing condition); the timing of the proposed transaction; the representations and warranties of the Company under the Merger Agreement; the covenants of the Company relating to the operation of the business prior to the Effective Time; the grounds for termination of the Merger

Agreement and process for the Company to respond to unsolicited acquisition proposals and potentially terminate the Merger Agreement in order to accept a superior proposal; the amount of the termination fee and circumstances under which it would be payable by the Company; and the Company’s remedies in the event of a breach of the Merger Agreement by Tres Energy. Representatives of Locke Lord also provided an update on the resolution of key open items and reviewed with the Adams Board of Directors its fiduciary duties in the context of the proposed transaction.

Also at that meeting, following further discussion and consideration of the Merger Agreement and the transactions contemplated by the Merger Agreement (including the factors described in the section entitled “The Merger — Recommendation of the Adams Board of Directors”), the Adams Board of Directors unanimously determined that it was advisable, fair to and in the best interests of Adams and its stockholders to enter into the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby, and unanimously approved, authorized, and adopted the Merger Agreement and the transactions contemplated thereby, directed that the Merger Agreement be submitted to the stockholders of the Company for adoption, and recommended that the stockholders of the Company vote in favor of approval and adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement.

Later in the evening on November 11, 2024, Adams and Tres Energy executed the Merger Agreement. On November 12, 2024, prior to commencement of trading on the NYSE American, Adams issued a press release announcing the proposed transaction.

On November 12, 2024, “return or destroy” letters were sent to parties, other than Tres Energy, that had signed non-disclosure agreements, including Party B and Party C, requesting such parties, under the terms of such agreements, to return or destroy any non-public information received from Adams.

Also on November 12, 2024, the Company issued its earnings release for the quarter ended September 30, 2024, and filed its Quarterly Report on Form 10-Q for the same quarter.

Adams’s Reasons for the Merger

At a meeting duly called and held on November 11, 2024, the Adams Board of Directors determined, after careful consideration, by unanimous vote, that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of Adams and its stockholders and approved the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement. The Adams Board of Directors also resolved that the Merger Agreement be submitted for consideration by the Adams stockholders at a special meeting of stockholders and to recommend that the Adams stockholders vote to adopt the Merger Agreement.

The Adams Board of Directors consulted with Adams’s senior management and outside legal and financial advisors and considered a number of factors, including the following principal factors (not in any relative order of importance) that the Adams Board of Directors believed supported their decision:

•        the Adams Board of Directors’ belief that the Merger Consideration of $38.00 per share in cash provides Adams stockholders with attractive and compelling value for their shares of Adams Common Stock. The Adams Board of Directors considered the current and historical market prices of Adams Common Stock, including the market performance of the Adams Common Stock, in light of current industry conditions, the competitive landscape, publicly available analyst expectations, and other factors. The Adams Board of Directors noted that the aggregate Merger Consideration represents an implied multiple of 6.3x Adams’s 2024 estimated Adjusted EBITDA based on the Management Projections, 4.2x Adams’s 2025 estimated Adjusted EBITDA based on Management Projections, 5.6x Adams’s Adjusted EBITDA for the last-twelve months ended September 30, 2024 and the fact that these multiples compare favorably to EBITDA multiples in precedent transactions;

•        the Adams Board of Directors’ belief that the Merger was more favorable to Adams stockholders than the alternative of remaining a standalone public company, which belief was based on and informed by consideration of a number of factors, risks and uncertainties, including:

•        general industry, economic and market conditions, both on a historical and on a prospective basis;

•        current information regarding (i) Adams’s business, prospects, financial condition, operations, products, services, competitive position and strategic business goals and objectives, (ii) geopolitical conditions and changing regulatory environment, which could affect Adams’s business, and (iii) opportunities and competitive factors within Adams’s industry;

•        the perspective that Adams’s stock price was not likely to trade at or above the Merger Consideration for any extended period in the future based on a consideration of all of the factors enumerated herein;

•        the uncertain returns to Adams stockholders if Adams were to remain independent, taking into account, in particular, management’s financial projections of the future financial performance and earnings of Adams, including those set forth below under the section entitled “The Merger (Proposal 1) — Projected Financial Information” beginning on page 54 of this proxy statement and the risks involved in achieving those returns;

•        the Adams Board of Directors’ belief that the risks and challenges to Adams’s business described above, and in Adams’s SEC filings, create substantial execution risks relative to the $38.00 per share all-cash price in the Merger;

•        the fact that, during a more than twenty-four month period leading up to the execution of the Merger Agreement, the Adams Board of Directors explored and evaluated various potential strategic alternatives, including a sale of the whole Company, a sale of constituent business lines, growth through mergers and acquisitions, and remaining as a standalone public company, none of which alternatives was deemed more favorable to Adams stockholders than the Merger;

•        the fact that Adams’s exploration of potential strategic alternatives involved a third-party solicitation process involving the group of potentially interested parties that Adams and its advisors believed were capable of delivering an executable proposal, in addition to Parent, which included both strategic and financial potential acquirors, five of which, in addition to Parent, entered into confidentiality agreements with Adams and received information related to Adams, and that Parent submitted the overall most compelling offer with the lowest execution risk to Adams in connection with such process after active negotiations;

•        the fact that Adams and its advisors approached seven strategic bidders within the industry, but all of those bidders except Parent and one other indicated that the diversified nature of the Adams’s business units meant that a whole company acquisition was not something they wished to pursue;

•        the fact that a portfolio breakup was not attractive due to separation complexity, potential tax leakage, loss of key personnel, additional execution risk and the disadvantages of remaining as a much smaller standalone public company without a robust trading market if not all of the Company was sold at the same time;

•        the relatively high administrative and third-party costs of being a microcap standalone public company;

•        the fact that the Adams Board of Directors was aware of the results of Adams’s conversations with the other interested parties, and none of which indicated a willingness, after consideration of price, financing certainty of closing and other matters, to propose a transaction competitive with the deal terms and Merger Consideration proposed by Parent;

•        the risk that continuing with the solicitation process was unlikely to result in a transaction on more attractive terms than offered by Parent and the risk that if Adams did not accept Parent’s offer as provided for in the Merger Agreement, it may not have had another opportunity to do so;

•        current and historical market prices and low trading volume of Adams Common Stock, including the market performance of Adams Common Stock relative to other participants in Adams’s industry and general market indices, and the fact that the Merger Consideration represented a premium of approximately 39% to Adams’s closing stock price on November 11, 2024, the last trading day prior to the public announcement of the Merger, and a 53% premium to the volume-weighted average price per share of Adams Common Stock on the NYSE American for the three-month period ended November 11, 2024;

•        the fact that Adams’s legal and financial advisors assisted Adams throughout the process and negotiations and updated the Adams Board of Directors directly and regularly, which provided the Adams Board of Directors with additional perspectives on the negotiations in addition to those of Adams management;

•        the opinion, dated November 11, 2024, of Houlihan Lokey to the Adams Board of Directors as to the fairness, from a financial point of view and as of that date, of the Merger Consideration to be received by holders of Adams Common Stock, which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, as more fully described under the section entitled “The Merger (Proposal 1) — Opinion of Adams’s Financial Advisor” beginning on page 47 of this proxy statement;

•        the fact that the Merger Consideration is all cash, so that the transaction will allow Adams stockholders to realize a fair value, in cash, for their investment and provides such stockholders certainty of value for their shares; and

•        the material terms and conditions of the Merger Agreement, including:

•        the conditions to the consummation of the Merger, including the requirement that the Merger Agreement be adopted by Adams stockholders;

•        the Adams Board of Directors’ “fiduciary out” with respect to unsolicited third-party acquisition proposals likely to result in superior proposals, the Adams Board of Directors’ ability to negotiate with another party regarding a superior proposal and, subject to paying the Termination Fee (i.e., a termination fee in the amount of $4.0 million in immediately available funds) to Parent, to accept a superior proposal;

•        the Adams Board of Directors’ belief that, if triggered, the Termination Fee payable by Adams to Parent is consistent with fees payable in comparable transactions and would not be likely to preclude another party from making a competing proposal;

•        the fact that the Merger Agreement is not subject to a financing condition and, in particular, that Parent has committed to provide all of the financing necessary for the consummation of the Merger;

•        Adams’s general entitlement to specifically enforce Parent’s obligation to cause the completion of the Merger; and

•        the fact that Adams and Parent agreed to use their respective reasonable best efforts to consummate the Merger, including preparing and filing as promptly as practicable any necessary filings in connection with the Merger or the consummation of the Merger, as described in the section entitled “The Merger Agreement — Regulatory Undertakings” beginning on page 76 of this proxy statement.

The Adams Board of Directors also considered various potentially countervailing factors in its deliberations related to the Merger, including the following principal factors (not in any relative order of importance):

•        the fact that holders of Adams Common Stock will not have an opportunity to participate in any future earnings or growth of the combined company following the Merger;

•        the possibility that the Merger might not be completed and the effect the pendency or the termination of the transaction may have on the trading price of Adams Common Stock and Adams’s business, operating results, prospects, employees, customers and suppliers, which effect is likely to be exacerbated the longer the time period between the signing and any termination of the Merger Agreement;

•        that Adams cannot solicit other acquisition proposals, and must pay Parent the Termination Fee if the Merger Agreement is terminated under certain circumstances, including if the Adams Board of Directors changes its recommendation to Adams stockholders to adopt the Merger Agreement or exercises its right to enter into a transaction that constitutes a superior proposal (as defined below), which although such termination fee is consistent with fees payable in comparable transactions could deter others from proposing an alternative transaction that may be more advantageous to Adams stockholders;

•        that the restrictions imposed by the Merger Agreement on the conduct of Adams’s business prior to completion of the Merger, requiring Adams to conduct its business only in the ordinary course and imposing additional specific restrictions, may delay, limit or prevent Adams from undertaking business opportunities that may arise during that period;

•        the fact that if the Merger is not consummated, Adams will be required to pay its own expenses associated with the Merger Agreement;

•        the fact that the receipt of cash in exchange for shares of Adams Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes;

•        the fact that Adams is subject to various remedies available to Parent should it breach the Merger Agreement or fail to complete the Merger; and

•        that if Parent fails to complete the Merger as a result of a breach of the Merger Agreement, depending upon the reason for not closing the Merger, Adams’s rights and remedies may be expensive and difficult to enforce through litigation, and the success of any such action may be uncertain.

The foregoing discussion of the information and factors considered by the Adams Board of Directors is not intended to be exhaustive, but includes the material factors considered by the Adams Board of Directors. The Adams Board of Directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Adams Board of Directors based its recommendation on the totality of the information it considered.

In considering the recommendation of the Adams Board of Directors with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, yours. The Adams Board of Directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of Adams. See the section entitled “The Merger (Proposal 1) — Interests of Adams’s Directors and Executive Officers in the Merger” beginning on page 56 of this proxy statement.

Recommendation of the Adams Board of Directors

After careful consideration, the Adams Board of Directors, by a unanimous vote, approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The Adams Board of Directors unanimously recommends that the Adams stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement.

Opinion of Adams’s Financial Advisor

Adams retained Houlihan Lokey to act as its financial advisor in connection with the Merger. Adams selected Houlihan Lokey based on its qualifications, expertise and reputation and its knowledge of the business and affairs of Adams and the industry in which Adams conducts its businesses. Houlihan Lokey, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions as well as for corporate and other purposes.

On November 11, 2024, Houlihan Lokey verbally rendered its opinion to the Adams Board of Directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Adams Board of Directors dated November 11, 2024), as to whether, as of the date thereof, the Merger Consideration to be received by the holders of Adams Common Stock pursuant to the Merger Agreement was fair to the holders of Adams Common Stock, from a financial point of view.

Houlihan Lokey’s opinion was directed to the Adams Board of Directors (in its capacity as such) and only addressed whether, as of the date thereof, the Merger Consideration to be received by the holders of Adams Common Stock pursuant to the Merger Agreement was fair to the holders of Adams Common Stock, from a financial point of view and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement and describes certain of the procedures followed, assumptions made, qualifications and

limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Adams Board of Directors, any security holder of the Company or any other person as to how to act or vote with respect to any matter relating to the Merger.

In arriving at its opinion, Houlihan Lokey, among other things:

1.      reviewed the Merger Agreement, dated as of November 11, 2024;

2.      reviewed certain publicly available business and financial information relating to the Company that Houlihan Lokey deemed to be relevant, including certain publicly available research analyst estimates with respect to the future financial performance of the Company;

3.      reviewed certain information relating to the historical, current and future operations, financial condition and prospects of the Company made available to Houlihan Lokey by the Company, including financial projections (and adjustments thereto) prepared by the management of the Company relating to the Company for the fiscal years ending 2024 through 2029 as further described in the section entitled “The Merger (Proposal 1) — Projected Financial Information” beginning on page 54 of this proxy statement (the “Company Projections”);

4.      spoke with certain members of the management of the Company and certain of its representatives and advisors regarding the business, operations, financial condition and prospects of the Company, the Merger and related matters;

5.      compared the financial and operating performance of the Company with that of other public companies that Houlihan Lokey deemed to be relevant;

6.      considered publicly available financial terms of certain transactions that Houlihan Lokey deemed to be relevant;

7.      reviewed the current and historical market prices and trading volume for certain of the Company’s publicly traded securities, and the current and historical market prices and trading volume of the publicly traded securities of certain other companies that Houlihan Lokey deemed to be relevant; and

8.      conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of the Company has advised Houlihan Lokey, and Houlihan Lokey has assumed, that the Company Projections have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of the Company and the other matters covered thereby, and Houlihan Lokey expressed no opinion with respect to such projections or the assumptions on which they are based. Houlihan Lokey relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to Houlihan Lokey’s analyses or its opinion, and that there is no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement identified in item 1 above and all other related documents and instruments that are referred to therein are true and correct, (b) each party to the Merger Agreement and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger will be satisfied without waiver thereof, and (d) the Merger will be consummated in a timely manner in accordance with the terms described in the Merger

Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger will be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have an effect on the Merger or the Company that would be material to Houlihan Lokey’s analyses or its opinion. Houlihan Lokey also relied upon and assumed, without independent verification, at the direction of the Company, that any adjustments to the Merger Consideration pursuant to the Merger Agreement will not be material to Houlihan Lokey’s analyses or its opinion.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject.

Houlihan Lokey has not been requested to, and did not, (a) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, business or operations of the Company or any other party, or any alternatives to the Merger, (b) negotiate the terms of the Merger, or (c) advise the Company or any other party with respect to alternatives to the Merger. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date thereof. Houlihan Lokey did not undertake, and was under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Houlihan Lokey’s attention after the date thereof. Houlihan Lokey relied upon, without independent verification, the assessment of management as to the potential impact on the Company of certain market, cyclical and other trends in and prospects for, and governmental and regulatory matters relating to, the oil and gas industry, which are subject to significant volatility and which, if different than as assumed, could have a material impact on Houlihan Lokey’s analyses or its opinion.

Houlihan Lokey’s opinion was furnished for the use of the Adams Board of Directors (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Adams Board of Directors, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion does not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Adams Board of Directors, the Company, its security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Merger Consideration to the extent expressly specified herein), (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available for the Company or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents, (vi) whether or not the Company, its security holders or any other party is receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of the Company or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Merger Consideration or otherwise. Furthermore, no opinion, counsel or interpretation is intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. It is assumed that such opinions, counsel or interpretations have been or will

be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Adams Board of Directors, on the assessments by the Adams Board of Directors, the Company and its advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to the Company and the Merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to the Company or the proposed Merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the financial forecasts prepared by the management of the Company and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Adams Board of Directors in evaluating the proposed Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Adams Board of Directors or management with respect to the Merger or the Merger Consideration. Under the terms of its engagement by the Company, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the proposed Merger or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Adams Board of Directors, the Company, Parent, any security holder or creditor of the Company or Parent or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the Merger were determined through negotiation between the Company and Parent, and the decision to enter into the Merger Agreement was solely that of the Adams Board of Directors.

Financial Analyses

In preparing its opinion to the Adams Board of Directors, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses are readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Adams Board of Directors on November 11, 2024. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial and operating metrics, including:

•        Enterprise Value — generally, the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of its net debt (the amount of its outstanding indebtedness, non-convertible preferred stock, capital lease obligations and non-controlling interests less the amount of cash and cash equivalents on its balance sheet).

•        Adjusted EBITDA — generally, the amount of the relevant company’s earnings before interest, taxes, depreciation and amortization, adjusted for certain non-recurring items for a specified time period.

Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing price of Adams Common Stock and the common stock of the selected companies listed below as of November 8, 2024, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial and operating performance of the Company relied upon for the financial analyses described below were based on the Company Projections. The estimates of the future financial and operating performance of the selected companies listed below were based on certain publicly available research analyst estimates for those companies.

Selected Companies Analysis.    Houlihan Lokey reviewed certain data for selected companies, with publicly traded equity securities, that Houlihan Lokey deemed relevant.

The financial data reviewed included:

•        Enterprise value as a multiple of latest twelve months, or LTM, Adjusted EBITDA;

•        Enterprise value as a multiple of estimated Calendar Year (“CY”) 2024 Adjusted EBITDA; and

•        Enterprise value as a multiple of estimated CY 2025 Adjusted EBITDA.

The selected companies and resulting low, high, median and mean financial data included the following:

Specialized Carrier Companies:

•        Ardmore Shipping Corporation

•        Marten Transport, Ltd.

•        Mullen Group Ltd.

•        Navios Maritime Partners L.P.

•        Tsakos Energy Navigation Limited

•        World Kinect Corporation

Dry Van Truckload Companies:

•        Covenant Logistics Group, Inc.

•        Heartland Express, Inc.

•        P.A.M. Transportation Services, Inc.

•        Schneider National, Inc.

Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of (i) 4.50x to 5.50x LTM Adjusted EBITDA, (ii) 4.50x to 5.50x estimated CY 2024 Adjusted EBITDA and (iii) 3.50x to 4.50x estimated CY 2025 Adjusted EBITDA to corresponding financial data for the Company. The selected companies analysis indicated implied per share value reference ranges of (i) $31.08 to $38.93 per share of Adams Common Stock based on the selected range of multiples of LTM Adjusted EBITDA, (ii) $26.92 to $33.85 per share of Adams Common Stock based on the selected range of multiples of estimated CY 2024 Adjusted EBITDA and (iii) $32.35 to $42.81 per share of Adams Common Stock based on the selected range of multiples of estimated CY 2025 Adjusted EBITDA, in each case as compared to the proposed Merger Consideration of $38.00 per share of Adams Common Stock.

Selected Transactions Analysis.    Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant.

The financial data reviewed included:

•        Transaction value as a multiple of LTM Adjusted EBITDA.

The selected transactions included the following: