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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):
February 18, 2026
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 1.01. Entry into a Material Definitive
Agreement.
On February 18, 2026, Energy Services of America
Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street
Capital Markets, LLC (the “Underwriter”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to issue
and sell, and the Underwriter agreed to purchase, subject to and on the conditions set forth therein, 1,740,000 shares of the Company’s
common stock, par value $0.0001 per share (“Common Stock”), in a registered public offering pursuant to an effective shelf
registration statement on Form S-3 (File No. 333-280025) (the “Registration Statement”) and a related prospectus,
including the related prospectus supplement, filed with the Securities and Exchange Commission (the “Offering”). Under the
terms of the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 261,000 shares
of Common Stock. The Offering is expected to close on February 20, 2026.
The net proceeds from the Offering to the Company
is estimated to be approximately $18.4 million, after deducting underwriting discounts and commissions and estimated offering expenses.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended
(the “Securities Act”), other obligations of the parties and termination provisions. The description of the Underwriting Agreement
contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the Offering, the legal opinion
as to the legality of the Common Stock sold in this Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K
and is incorporated herein and into the Registration Statement by reference.
Item 8.01. Other Events.
On February 18, 2026, the Company issued a press
release announcing the commencement of the public offering. On February 19, 2026, the Company issued a press release announcing the pricing
of the public offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit
| |
(a) |
Financial statements of businesses acquired. None. |
| |
|
|
| |
(b) |
Pro forma financial information. None. |
| |
|
|
| |
(c) |
Shell company transactions: None. |
| |
|
|
| |
(d) |
Exhibits. |
| |
|
1.1 |
Underwriting Agreement, dated as of February 18, 2026, by and between Energy Services of America Corporation and Lake Street Capital Markets, LLC |
| |
|
5.1 |
Opinion of Luse Gorman, PC |
| |
|
23.1 |
Consent of Luse Gorman, PC (included in Exhibit 5.1) |
| |
|
99.1 |
Press Release dated February 18, 2026 |
| |
|
99.2 |
Press Release dated February 19, 2026 |
| |
|
104 |
The cover page from the Company’s Form 8-K, formatted in Inline XBRL. |
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: February 19, 2026 |
By: |
/s/ Charles Crimmel |
| |
|
Charles Crimmel |
| |
|
Chief Financial Officer |
Exhibit 99.1
Energy Services of America Corporation Announces
Proposed Public Offering of Common Stock
HUNTINGTON, WEST VIRGINIA
– February 18, 2026 –– Energy Services of America Corporation (the “Company”) today announced that
it intends to offer and sell shares of its common stock in an underwritten public offering. The Company also expects to grant the underwriter
a 30-day option to purchase additional shares of common stock of the Company in an amount of up to 15% of the number of shares sold in
the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering
may be completed, or as to the actual size or terms of the offering.
The Company plans to use the net proceeds from
the offering for general corporate purposes, working capital and for potential acquisitions. The Company has no current plans, arrangements
or understandings relating to any specific acquisition or similar transaction.
Lake
Street Capital Markets, LLC is serving as the sole underwriter for the offering.
The Company has filed with the Securities and
Exchange Commission (the “SEC”) a shelf registration statement (including a prospectus) on Form S-3 (File No. 333-280025)
and a preliminary prospectus supplement for the offering to which this press release relates. Before you invest, you should read the
preliminary prospectus supplement and the accompanying prospectus, including the information incorporated by reference therein, and the
other documents we have filed and will file with the SEC for more complete information about the Company and this offering. You may obtain
these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Electronic copies of the preliminary prospectus
supplement and the accompanying prospectus may be obtained from Lake Street Capital Markets, LLC,
Attn: Syndicate Department, 121 S 8th St, Suite 1000, Minneapolis, MN 55402, by calling (612) 326-1305, or by emailing syndicate@lakestreetcm.com.
This press release is
for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction.
About Energy Services of America Corporation
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 1,500+ employees on a regular basis. The Company’s core values are safety, quality, and production.
Forward-Looking Statements
The information disclosed in this press release
includes various forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,”
“believes,” “plans,” “may,” “will,” “should,” “could,” and other
similar expressions are intended to identify such forward-looking statements. The Company cautions that these forward-looking statements
are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all
of which may change over time. Actual results could differ materially from such forward-looking statements. Accordingly, you should not
place undue reliance on forward-looking statements. In addition to the specific risk factors disclosed in the Company’s Annual Report
on Form 10-K for the year ended September 30, 2025, the following factors, among others, could cause actual results to differ
materially and adversely from such forward-looking statements: projected revenues, net income, earnings per share, margins, cash flows,
liquidity, weighted average shares outstanding, capital expenditures, tax rates and other projections of operating or financial results;
expectations regarding our business or financial outlook; expectations regarding opportunities, trends and economic and regulatory conditions
in particular markets or industries; expectations regarding our plans and strategies; the business plans or financial condition of our
customers; the potential impact of commodity prices and commodity production volumes on our business, financial condition, results of
operations and cash flows and demand for our services; the potential benefits from, and future performance of, acquired businesses and
our investments; beliefs and assumptions about the collectability of receivables; the expected value of contracts or intended contracts
with customers, as well as the scope, services, term or results of any awarded or expected projects; the development of and opportunities
with respect to future projects, including pipeline projects; future capital allocation initiatives, including the amount, timing and
strategies with respect to any future stock repurchases, and expectations regarding the declaration, amount and timing of any future cash
dividends; the impact of existing or potential legislation or regulation; potential opportunities that may be indicated by bidding activity
or similar discussions with customers; the future demand for and availability of labor resources in the industries we serve; the expected
realization of remaining performance obligations or backlog; the expected outcome of pending or threatened legal proceedings. The Company
does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events.
For further information:
Charles Crimmel
Chief Financial Officer, Treasurer and Corporate Secretary
ccrimmel@esa-c.com
Phone: (304) 522-3868
Exhibit 99.2
Energy Services of America Corporation Announces
Pricing of $20.0 Million Public Offering of Common Stock
HUNTINGTON, WEST VIRGINIA
– February 19, 2026 –– Energy Services of America Corporation (the “Company”), today announced
the pricing of an underwritten public offering of 1,740,000 shares of its common stock at a price to the public of $11.50 per share. The
Company also granted the underwriter a 30-day option to purchase up to an additional 261,000 shares of common stock.
The aggregate gross proceeds to the Company from
the offering will be approximately $20.0 million before underwriting discounts and commissions and expenses related to the offering. Assuming
full exercise by the underwriter of its option to purchase additional shares, the aggregate gross proceeds to the Company from the offering
would be approximately $23.0 million before underwriting discounts and commissions and expenses related to the offering. The Company intends
to use the net proceeds from the offering for general corporate purposes, working capital and for potential acquisitions. The Company
has no current plans, arrangements or understandings relating to any specific acquisition or similar transaction. The offering is expected
to close on February 20, 2026, subject to customary closing conditions.
Lake
Street Capital Markets, LLC is serving as the sole underwriter for the offering.
Roth
Capital Partners acted as financial advisor to the Company for the offering.
The Company has filed with the Securities and
Exchange Commission (the “SEC”) a shelf registration statement (including a prospectus) on Form S-3 (File No. 333-280025)
and a preliminary prospectus supplement for the offering to which this press release relates. Before you invest, you should read the
preliminary prospectus supplement and the accompanying prospectus, including the information incorporated by reference therein, and the
other documents we have filed and will file with the SEC for more complete information about the Company and this offering. The proposed
offering is being made only by means of an effective shelf registration statement, including a preliminary prospectus supplement and
final prospectus supplement, copies of which may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. Additionally,
electronic copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from Lake
Street Capital Markets, LLC, Attn: Syndicate Department, 121 S 8th St, Suite 1000, Minneapolis, MN 55402, by calling (612) 326-1305,
or by emailing syndicate@lakestreetcm.com.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Energy Services of America Corporation
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 1,500+ employees on a regular basis. The Company’s core values are safety, quality, and production.
Forward-Looking Statements
The information disclosed in this press release
includes various forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,”
“believes,” “plans,” “may,” “will,” “should,” “could,” and other
similar expressions are intended to identify such forward-looking statements. The Company cautions that these forward-looking statements
are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all
of which may change over time. Actual results could differ materially from such forward-looking statements. Accordingly, you should not
place undue reliance on forward-looking statements. In addition to the specific risk factors disclosed in the Company’s Annual Report
on Form 10-K for the year ended September 30, 2025, the following factors, among others, could cause actual results to differ
materially and adversely from such forward-looking statements: projected revenues, net income, earnings per share, margins, cash flows,
liquidity, weighted average shares outstanding, capital expenditures, tax rates and other projections of operating or financial results;
expectations regarding our business or financial outlook; expectations regarding opportunities, trends and economic and regulatory conditions
in particular markets or industries; expectations regarding our plans and strategies; the business plans or financial condition of our
customers; the potential impact of commodity prices and commodity production volumes on our business, financial condition, results of
operations and cash flows and demand for our services; the potential benefits from, and future performance of, acquired businesses and
our investments; beliefs and assumptions about the collectability of receivables; the expected value of contracts or intended contracts
with customers, as well as the scope, services, term or results of any awarded or expected projects; the development of and opportunities
with respect to future projects, including pipeline projects; future capital allocation initiatives, including the amount, timing and
strategies with respect to any future stock repurchases, and expectations regarding the declaration, amount and timing of any future cash
dividends; the impact of existing or potential legislation or regulation; potential opportunities that may be indicated by bidding activity
or similar discussions with customers; the future demand for and availability of labor resources in the industries we serve; the expected
realization of remaining performance obligations or backlog; the expected outcome of pending or threatened legal proceedings. The Company
does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events.
For further information:
Charles Crimmel
Chief Financial Officer, Treasurer and Corporate Secretary
ccrimmel@esa-c.com
Phone: (304) 522-3868
