ENERGY SERVICES OF AMERICA ANNOUNCES AGREEMENT TO ACQUIRE FAMCO, INC.

The purchase consideration includes common stock equal to one-half of the price, with one-eighth withheld pending a post-closing true-up.

Rhea-AI Summary

Energy Services of America (Nasdaq: ESOA) signed an agreement to acquire substantially all FAMCO operating assets for a $6.95 million base price. Its new subsidiary, FAMCO Acquisition, will purchase the assets, with the price subject to adjustments and other agreement terms. FAMCO is a West Virginia utility contractor focused primarily on water and sewer infrastructure.

At closing, three-eighths of the purchase price will be paid in cash. One-half will be paid in Energy Services common stock, issued as soon as possible after closing; the remaining one-eighth will be withheld pending a post-closing reconciliation. The company anticipates closing on or about October 9, 2026, subject to applicable closing conditions and circumstances affecting timing. Energy Services expects FAMCO's workforce, equipment, customer relationships and contract backlog to complement its existing water and utility construction operations.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointFAMCO asset purchase agreement signed for a $6.95 million base price, subject to adjustments. 3.3% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.FAMCO's workforce, equipment, customer relationships and backlog are expected to complement existing water and utility construction operations.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Common stock payment equal to one-half of the purchase price will dilute existing shareholders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Cash payment of three-eighths of the purchase price is due at closing.

Key Figures

Base purchase price: $6.95 million Cash at closing: 3/8 of the purchase price Common stock consideration: 1/2 of the purchase price +2 more

Base purchase price

$6.95 million

Subject to agreement adjustments and other terms

Cash at closing

3/8 of the purchase price

Due at closing

Common stock consideration

1/2 of the purchase price

To be issued as soon as possible after closing

Post-closing holdback

1/8 of the purchase price

Withheld pending a post-closing true-up

Anticipated closing

On or about October 9, 2026

Subject to applicable closing conditions and other circumstances affecting timing

Key Terms

asset purchase agreement, true-up

2 terms

asset purchase agreement financial

"entered into an Asset Purchase Agreement with FAMCO, Inc."

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

true-up financial

"the remaining one-eighth will be withheld pending a post-closing true-up"

An agreed adjustment that reconciles a previously estimated, provisional, or interim figure to the actual amount owed or recorded; the true-up computes the difference between the estimate and the final, measured amount and then increases or decreases payments, accounting balances, share counts, tax liabilities, or other contractual obligations to match the true result. True-ups are typically specified in contracts, accounting policies, or regulatory rules and can be one-time or recurring; they change the relevant cash flows or ledger entries but do not create new obligations beyond correcting the original estimate.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HUNTINGTON, W.Va., Oct. 1, 2026 /PRNewswire/ -- Energy Services of America Corporation (the "Company" or "Energy Services") (Nasdaq: ESOA), today announced it has entered into an Asset Purchase Agreement with FAMCO, Inc. ("FAMCO"), a West Virginia utility contractor focused primarily on water and sewer infrastructure.

Under the terms of the agreement, Energy Services' new subsidiary, FAMCO Acquisition, Inc., will purchase substantially all of the operating assets of FAMCO for a base purchase price of $6.95 million, subject to the adjustments and other terms set forth in the agreement. At closing, three-eighths of the purchase price will be paid in cash. One-half of the purchase price will be paid in Energy Services common stock, to be issued as soon as possible after closing, and the remaining one-eighth will be withheld pending a post-closing true-up. The Company currently anticipates the transaction will close on or about October 9, 2026, subject to satisfaction or waiver of the applicable closing conditions and other circumstances that may affect the timing of closing.

FAMCO is an established West Virginia contractor with an experienced workforce, equipment fleet, customer relationships and contract backlog in water and sewer infrastructure. The acquisition is expected to complement the Company's existing water and utility construction operations.

"We are excited to add FAMCO to the Energy Services team," Douglas Reynolds, President, commented on the announcement. "FAMCO brings experienced people, equipment and customer relationships that complement our existing operations and further strengthen our capabilities in water and utility construction."

About Energy Services

Energy Services of America Corporation (NASDAQ: ESOA), headquartered in Huntington, WV, is a contractor and service company that operates primarily in the mid-Atlantic and Central regions of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. Energy Services employs 1,400+ employees on a regular basis. The Company's core values are safety, quality, and production.

Certain statements contained in the release including, without limitation, the words "believes," "anticipates," "intends," "expects" or words of similar import, constitute "forward-looking statements" within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions, changes in business strategy or development plans, the integration of acquired business and other factors referenced in this release. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

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SOURCE Energy Services of America Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What will Energy Services of America pay for FAMCO's operating assets?

The base purchase price is $6.95 million, subject to adjustments and other agreement terms. Three-eighths will be paid in cash at closing, one-half in Energy Services common stock issued as soon as possible after closing, and one-eighth withheld pending a post-closing true-up.

When does Energy Services of America expect the FAMCO acquisition to close?

Energy Services anticipates closing on or about October 9, 2026. Timing remains subject to satisfaction or waiver of applicable closing conditions and other circumstances that may affect closing.