Energy Services of America (ESOA) closes Rigney Digital Systems asset deal

Rhea-AI Filing Summary

Energy Services of America Corporation reported that its Nitro Construction Services subsidiary has completed the previously announced acquisition of Rigney Digital Systems Ltd Co. on September 30, 2025. Nitro purchased substantially all of Rigney’s assets for $3.0 million in cash, $1.0 million of Energy Services common stock, and a $500,000 sellers’ note, combining cash, equity, and debt-based consideration. The company also issued a press release on the same date providing additional details, which has been furnished as an exhibit.

Insights

Equity analyst – industrials and services M&A

Energy Services closed a small asset acquisition using cash, stock, and a note.

Energy Services of America, through its Nitro Construction Services subsidiary, completed the acquisition of substantially all assets of Rigney Digital Systems. The consideration mix includes $3.0 million in cash, $1.0 million of common stock, and a $500,000 sellers’ note, indicating a blend of immediate payment and deferred obligation.

The use of both equity and a sellers’ note means existing shareholders share part of the cost via new stock, while a portion is deferred as debt-like financing to the seller. This structure can help manage upfront cash outlay while aligning the seller through ongoing financial exposure to the business.

The filing notes that the deal was "previously announced," so the key update is that closing occurred on September 30, 2025. Future periodic reports may provide more detail on how Rigney’s assets contribute to Nitro’s and the company’s revenue and earnings after the acquisition date.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 30, 2025

Energy Services of America Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32998	20-4606266
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

75 West 3rd Ave., Huntington, West Virginia	25701
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (304) 522-3868

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.0001	ESOA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events

On September 30, 2025, Energy Services of America Corporation (the “Company” or “Energy Services”) announced that its Nitro Construction Services, Inc. (“Nitro”) subsidiary has completed the previously announced acquisition of Rigney Digital Systems Ltd Co. (“Rigney”).

As previously noted, Nitro purchased substantially all the assets of Rigney for $3.0 million in cash, $1.0 million of Energy Services’ common stock, and a $500,000 sellers’ note.

A copy of the press release dated September 30, 2025 is included as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed filed for any purpose. 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit 99.1 Press Release dated September 30, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ENERGY SERVICES OF AMERICA CORPORATION
DATE:  September 30, 2025	By:	/s/Charles Crimmel
		Charles Crimmel
		Chief Financial Officer

FAQ

What transaction did Energy Services of America (ESOA) report on September 30, 2025?

Energy Services of America reported that its subsidiary Nitro Construction Services, Inc. completed the previously announced acquisition of substantially all the assets of Rigney Digital Systems Ltd Co. on September 30, 2025.

How much did Nitro pay to acquire Rigney Digital Systems for ESOA?

Nitro purchased substantially all of Rigney’s assets for $3.0 million in cash, $1.0 million of Energy Services common stock, and a $500,000 sellers’ note, as disclosed in the filing.

Was the Rigney Digital Systems acquisition by ESOA previously announced?

Yes. The filing states that Nitro completed the previously announced acquisition of Rigney Digital Systems, and this report confirms the closing of that transaction.

Did Energy Services of America use its stock as part of the Rigney acquisition consideration?

Yes. In addition to cash and a sellers’ note, the transaction included $1.0 million of Energy Services of America common stock as part of the total consideration paid for Rigney’s assets.

What additional disclosure did ESOA provide about the Rigney acquisition?

The company furnished a press release dated September 30, 2025 as Exhibit 99.1, providing further information on the completion of the Rigney Digital Systems acquisition.

Which subsidiary of ESOA is the buyer in the Rigney Digital Systems deal?

The buyer is Nitro Construction Services, Inc., a subsidiary of Energy Services of America Corporation, which acquired substantially all assets of Rigney Digital Systems Ltd Co.