0000002178-25-000047.txt : 20250204 0000002178-25-000047.hdr.sgml : 20250204 20250204162648 ACCESSION NUMBER: 0000002178-25-000047 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250204 FILED AS OF DATE: 20250204 DATE AS OF CHANGE: 20250204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roycraft Kevin J. CENTRAL INDEX KEY: 0001723460 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07908 FILM NUMBER: 25588662 MAIL ADDRESS: STREET 1: 2727 ALLEN PARKWAY STREET 2: 9TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS RESOURCES & ENERGY, INC. CENTRAL INDEX KEY: 0000002178 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 741753147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2727 ALLEN PARKWAY STREET 2: 9TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 713-881-3600 MAIL ADDRESS: STREET 1: P O BOX 844 CITY: HOUSTON STATE: TX ZIP: 77001 FORMER COMPANY: FORMER CONFORMED NAME: ADAMS RESOURCES & ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ADA RESOURCES INC DATE OF NAME CHANGE: 19790620 4 1 wk-form4_1738704401.xml FORM 4 X0508 4 2025-02-04 1 0000002178 ADAMS RESOURCES & ENERGY, INC. AE 0001723460 Roycraft Kevin J. 2727 ALLEN PARKWAY 9TH FLOOR HOUSTON TX 77019 1 1 0 0 CEO & President 0 Common stock 2025-02-04 4 D 0 9645 38 D 0 D Restricted stock units 2025-02-04 4 D 0 7822 38 D Common stock 7822 0 D Performance share units 2025-02-04 4 D 0 7334 38 D Common stock 7334 0 D Represents shares of Adams Resources & Energy, Inc. ("AE") common stock disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 11, 2024, by and among AE, ARE Equity Corporation, a Texas corporation ("Parent") as successor-in-interest to Tres Energy LLC, a Texas limited liability company, and ARE Acquisition Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub would merge with and into AE, with AE surviving the merger as a wholly owned subsidiary of Parent. In accordance with the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of AE common stock held by the reporting person was converted into the right to receive $38.00 in cash (the "Merger Consideration"). In accordance with the Merger Agreement, at the Effective Time, each restricted stock unit award under the AE 2018 Long-Term Incentive Plan, as amended and restated, was cashed out based on the Merger Consideration. In accordance with the Merger Agreement, at the Effective Time, each performance share unit award under the AE 2018 Long-Term Incentive Plan, as amended and restated, was cashed out based on the Merger Consideration. Each award became fully vested with respect to a number of shares equal to 100.0% of the target number of shares covered by the award. /s/ Kevin J. Roycraft 2025-02-04