Energy Services (NASDAQ: ESOA) to acquire Rigney HVAC control assets

Rhea-AI Filing Summary

Energy Services of America Corporation reported that its subsidiary Nitro Construction Services agreed to acquire substantially all assets of Rigney Digital Systems, a regional HVAC control systems provider based in Hurricane, West Virginia. The purchase price consists of $3.0 million in cash, $1.0 million in Energy Services common stock, and a $500,000 seller note. The company expects the transaction to close on September 30, 2025, adding HVAC control systems capabilities to Nitro’s service offerings.

Insights

Industrial services M&A analyst

Energy Services adds HVAC controls capability via modest asset deal.

Energy Services of America, through its Nitro Construction Services subsidiary, plans to acquire substantially all assets of Rigney Digital Systems, a regional HVAC control systems specialist in Hurricane, West Virginia. Consideration includes $3.0 million in cash, $1.0 million in common stock, and a $500,000 seller note, indicating a mix of immediate payment and deferred obligations.

The structure spreads funding between cash, equity, and debt, which may help manage near-term cash usage while aligning the seller with future performance through stock and the note. Bringing a regional leader in HVAC control systems into Nitro’s portfolio could broaden technical capabilities and customer reach in that niche service area.

The company expects closing on September 30, 2025, subject to completion of customary conditions implied by the asset purchase agreement. Subsequent disclosures may provide more detail on integration progress, financial contribution from the acquired assets, and how the mix of cash, stock, and the $500,000 seller note affects the balance sheet over time.

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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 17, 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 18, 2025, Energy Services of America Corporation (the “Company” or “Energy Services”) announced that its Nitro Construction Services, Inc. (“Nitro”) subsidiary has entered into an Asset Purchase Agreement with Rigney Digital Systems Ltd Co. (“Rigney”) on September 17, 2025. Rigney is a regional leader in HVAC control systems located in Hurricane, West Virginia.

Under the terms of the agreement, Nitro will purchase 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. The Company expects the transaction to close on September 30, 2025.

A copy of the press release dated September 18, 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 18, 2025

104 Cover Page Interactive Data File (the cover page XBRL tags are 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 18, 2025	By:	/s/Charles Crimmel
		Charles Crimmel
		Chief Financial Officer

FAQ

What transaction did Energy Services of America (ESOA) announce regarding Rigney Digital Systems?

Energy Services of America, through its subsidiary Nitro Construction Services, announced an agreement to purchase substantially all of the assets of Rigney Digital Systems, a regional leader in HVAC control systems based in Hurricane, West Virginia.

What is the purchase price for Rigney Digital Systems in the ESOA transaction?

The purchase price for Rigney Digital Systems’ assets is composed of $3.0 million in cash, $1.0 million in Energy Services common stock, and a $500,000 seller note.

When does Energy Services of America expect to close the Rigney Digital Systems acquisition?

Energy Services of America expects the transaction to close on September 30, 2025, according to the disclosed timetable.

Which subsidiary of ESOA is entering into the asset purchase agreement with Rigney Digital Systems?

The asset purchase agreement with Rigney Digital Systems is being entered into by Nitro Construction Services, Inc., a subsidiary of Energy Services of America.

How is the consideration for the ESOA–Rigney deal structured between cash, stock, and debt?

The consideration structure includes $3.0 million in cash, $1.0 million of Energy Services’ common stock, and a $500,000 seller note, combining immediate cash payment with equity and a deferred note obligation.

What additional disclosure did ESOA provide about the Rigney transaction?

Energy Services of America furnished a press release dated September 18, 2025 as an exhibit, providing further details about Nitro Construction Services’ agreement to acquire Rigney Digital Systems’ assets.