NuRetailco LLC signed a merger agreement to acquire remaining 34.3% stake in Via Renewables, Inc. (NasdaqGS:VIA) for approximately $160 million on December 29, 2023. NuRetailco LLC agreed to pay $11.00 per share as a consideration. Under the terms of the Agreement, all of Via Renewables' Class A common stock, except for shares of Class A common stock for which appraisal rights have been properly and validly exercised under Delaware law and certain additional shares, including those held by Via Renewables or any of its subsidiaries (or held in Via Renewables' treasury); Retailco or NuRetailco or any of their respective subsidiaries; or Maxwell, and any person or entity controlled by him, will be converted into the right to receive the cash consideration. The Class A common stock, currently traded under the symbol VIA, will cease to trade on NASDAQ upon consummation of the transaction. Via Renewables expects that its Series A Preferred Stock, currently traded under the symbol VIASP, will continue to trade on NASDAQ following the transaction. Accordingly, Via Renewables will remain subject to the reporting requirements of the Securities Exchange Act of 1934. The transaction was negotiated on behalf of Via Renewables by a Special Committee of its Board of Directors with the assistance of independent financial and legal advisors. The Special Committee is comprised of entirely disinterested and independent directors. Following the Special Committee's unanimous recommendation in support of the merger, Via Renewables' Board of Directors (other than William Keith Maxwell, III) approved the Agreement and recommended that the Via Renewables' stockholders adopt and approve the Agreement and the merger. The merger is subject to approval by a majority of holders of the issued and outstanding shares of Via Renewables' Class A common stock and Class B common stock. In addition, the merger is subject to a non-waivable requirement of approval by the holders of at least a majority of the issued and outstanding Class A common stock and Class B common stock not owned by William Keith Maxwell, III and his affiliated entities or the directors, officers or their immediate family members. William Keith Maxwell, III and affiliated entities have entered into a support agreement to vote their shares in favor of the transaction and against any competing transaction. The Agreement is not subject to a financing condition, but is subject to customary closing conditions. The transaction is expected to close in the second quarter of 2024.

B. Riley Securities, Inc. is serving as financial advisor to the Special Committee. Clinton H. Smith; Curtis R. Hearn; Thomas D. Kimball of Jones Walker LLP is serving as legal counsels to the Special Committee. William Keith Maxwell, III, Retailco and NuRetailco have been advised by their financial advisors and legal counsel, Darrell Taylor of Cokinos | Young.