Maxwell III Amends Via Renewables Stake: 4.7M Shares Total

TL;DR

**Major insider W. Keith Maxwell III updated his Via Renewables ownership, now controlling 4.7 million shares.**

AI Summary

W. Keith Maxwell III, a significant shareholder in Via Renewables, Inc., filed an Amendment No. 8 to his Schedule 13D on January 4, 2024, indicating a change in his beneficial ownership as of December 29, 2023. Maxwell III now holds sole voting and dispositive power over 748,748 shares of Class A Common Stock, and shared voting and dispositive power over 4,000,000 shares. This matters to investors because it clarifies the control structure and influence of a major insider, potentially signaling future strategic moves or stability in leadership for Via Renewables.

Why It Matters

This filing clarifies the current ownership structure and influence of a key insider, W. Keith Maxwell III, which can impact future corporate decisions and investor confidence in Via Renewables, Inc.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous disclosure and primarily clarifies ownership, not indicating any immediate negative or highly volatile events.

Analyst Insight

A smart investor would note the stable, significant insider ownership by W. Keith Maxwell III, which can be a positive signal for long-term stability, but should also monitor future filings for any changes in his or the group's beneficial ownership or intentions.

Key Numbers

• 748,748 — Shares with Sole Voting Power (W. Keith Maxwell III's direct control over Via Renewables Class A Common Stock.)
• 4,000,000 — Shares with Shared Voting Power (W. Keith Maxwell III's indirect or shared control over Via Renewables Class A Common Stock, likely through a group.)
• 748,748 — Shares with Sole Dispositive Power (W. Keith Maxwell III's direct ability to sell or transfer Via Renewables Class A Common Stock.)
• 4,000,000 — Shares with Shared Dispositive Power (W. Keith Maxwell III's indirect or shared ability to sell or transfer Via Renewables Class A Common Stock.)
• December 29, 2023 — Date of Event (The specific date that triggered the requirement for this Schedule 13D/A filing.)

Key Players & Entities

• W. Keith Maxwell III (person) — Reporting Person and significant shareholder of Via Renewables, Inc.
• Via Renewables, Inc. (company) — Subject Company, an electric and other services combined company
• Casey Marcin (person) — Person authorized to receive notices and communications for the filing
• ELECTRIC HOLDCO, LLC (company) — Group Member
• NUDEVCO RETAIL HOLDINGS, LLC (company) — Group Member
• NUDEVCO RETAIL, LLC (company) — Group Member
• NURETAILCO LLC (company) — Group Member
• RETAILCO, LLC (company) — Group Member
• TXEX ENERGY INVESTMENTS, LLC (company) — Group Member
• $0.01 (dollar_amount) — par value per share of Class A Common Stock

Forward-Looking Statements

• W. Keith Maxwell III will maintain his significant influence over Via Renewables, Inc. due to his substantial beneficial ownership. (W. Keith Maxwell III) — high confidence, target: Next 12-24 months
• The group members listed in the filing will continue to act in concert with W. Keith Maxwell III regarding their shared voting and dispositive power. (Group Members) — medium confidence, target: Next 6-12 months

FAQ

Key Financial Figures

• $0.01 — suer) Class A Common Stock, par value $0.01 per share (Title of Class of Securiti
• $11.00 — d below, will be acquired by Parent for $11.00 per share in cash (the Merger Considera

Filing Documents

• d828708dsc13da.htm (SC 13D/A) — 175KB
• d828708dex9922.htm (EX-99.22) — 317KB
• d828708dex9923.htm (EX-99.23) — 76KB
• d828708dex9924.htm (EX-99.24) — 713KB
• d828708dex9925.htm (EX-99.25) — 9KB
• 0001193125-24-002372.txt ( ) — 1291KB

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows: This statement on Schedule 13D relates to the Class A Common Stock of the Issuer. The Issuers principal executive offices are located at 12140 Wickchester Ln., Ste 100, Houston, Texas 77079. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC, dated March 15, 2017, as amended by Amendment No. 1 thereto, dated as of January 26, 2018 and Amendment No. 2 thereto, dated as of March 30, 2020 (as amended, the Spark HoldCo LLC Agreement), by and among the Issuer, Spark HoldCo, LLC, a Delaware limited liability company (Spark HoldCo), Parent and NuDevco Retail, LLC, a Texas limited liability company (NuDevco Retail), each holder of a unit of Spark HoldCo (the Spark HoldCo Units) has the right to exchange Spark HoldCo Units (and a corresponding number of shares of the Issuers Class B Common Stock, par value $0.01 per share (the Class B Common Stock, and together with the Class A Common Stock, Common Stock)) for Class A Common Stock (or cash at the Issuers or Spark HoldCos election) at an exchange ratio of one share of Class A Common Stock for each Spark HoldCo Unit (and corresponding share of Class B Common Stock) exchanged. Accordingly, and unless otherwise noted, the information in this Schedule 13D is presented as if all Class B Common Stock has been converted into Class A Common Stock on a one for one basis. CUSIP No. 92556D 304 Page 11 of 17 Item 2. Identity and Background

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is being filed jointly by: (i) W. Keith Maxwell III (Individual Filer), (ii) TxEx Energy Investments, LLC, a Texas limited liability company (TxEx), (iii) Parent, (iv) Electric Holdco, LLC, a Texas limited liability company (Electric Holdco), (v) NuDevco Retail Holdings, LLC, a Texas limited liability company (NuDevco Retail Holdings), (vi) NuDevco Retail, and (vii) Merger Sub. TxEx, Parent, Electric Holdco, NuDevco Retail Holdings, NuDevco Retail, and Merger Sub are collectively referred to as the Reporting Entities. The Individual Filer and the Reporting Entities are collectively referred to as the Reporting Persons. The Individual Filer is the sole member of TxEx. TxEx is the sole member of Parent and Electric Holdco. Electric Holdco is the sole member of NuDevco Retail Holdings. NuDevco Retail Holdings is the sole member of NuDevco Retail. Parent is the sole member of Merger Sub. The Reporting Persons have entered into an Amended and Restated Joint Filing Agreement, dated as of January 2, 2024, a copy of which is filed as Exhibit 25 to this Amendment. (b), (c) Information with respect to the Individual Filer, including business address, present principal occupation or employment and the name, principal business and address of any organization in which such employment is conducted is listed on Schedule I , which is attached hereto and is incorporated in this Item 2 by reference. Information with respect to the Reporting Entities, including principal business, the address of the principal office and certain information with respect to the executive officers of each such entity is listed on Schedule II , which is attached hereto and incorporated in this Item 2 by reference. (d) During the last five years, none of the Reporting Persons nor any executive officer of the Reporting Entities has been convicted in a criminal proceeding (excluding traffic v

of the Schedule 13D is hereby amended to add the following at the end of the paragraph

Item 3 of the Schedule 13D is hereby amended to add the following at the end of the paragraph: From the filing of Amendment No. 7 on May 23, 2023, none of the Reporting Persons have purchased any Class A Common Stock or Class B Common Stock. Funds for payment of the Merger Consideration under the Merger Agreement will be provided from borrowings under a Credit Agreement and Guaranty dated as of August 15, 2023 by and among certain of the Reporting Persons, Woodforest National Bank, a national banking association, as Administrative Agent, Lead Arranger and Sole Bookrunner, and Origin Bank, as Syndication Agent. The Credit Agreement and Guaranty is filed as Exhibit 24 to this Amendment.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: The acquisitions of Class A Common Stock in open market purchases were undertaken for investment purposes. The Reporting Persons also intend to participate in and influence the affairs of the Issuer through their voting rights with respect to their shares of Class A Common Stock and Class B Common Stock and through the Individual Filers position as Chairman of the Board of Directors and Chief Executive Officer. CUSIP No. 92556D 304 Page 12 of 17 As described in Item 6 below, subject to the terms of the Spark HoldCo LLC Agreement, the Spark HoldCo Units (together with a corresponding number of shares of Class B Common Stock) may be exchanged, at any time and from time to time, for Class A Common Stock (or cash at the Issuer or Spark HoldCos election) at an exchange ratio of one share of Class A Common Stock for each Spark HoldCo Unit (and corresponding share of Class B Common Stock). The Reporting Persons intend to pursue the completion of the Transactions contemplated by the Merger Agreement. If the Transactions contemplated by the Merger Agreement are not completed, the Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price of and other market conditions relating to the Class A Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuers business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations, and other factors deemed relevant, may decide to increase or decrease the size of their investment in the Issuer or seek exchange of the Class B Common Stock and Spark HoldCo Units into Class A Common Stock. On August 5, 2022, the Issuer filed a registration

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) To the best knowledge of the Reporting Persons, as of December 29, 2023, there were 3,232,701 shares of Class A Common Stock outstanding and 4,000,000 shares of Class B Common Stock outstanding. The Individual Filer is the sole member of TxEx. TxEx is the sole member of Parent and Electric Holdco. Electric Holdco is the sole member of NuDevco Retail Holdings. NuDevco Retail Holdings is the sole member of NuDevco Retail. Accordingly, the Reporting Persons may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended, and for purposes of qualifying the Issuer as a controlled company pursuant to the rules of the NASDAQ. As a group, the Reporting Persons beneficially own in the aggregate 4,748,748 shares of Class A Common Stock (assuming exchange of the 4,000,000 shares of Class B Common Stock and corresponding Spark HoldCo Units for Class A Common Stock on a one-for-one basis as described in Item 6 below), representing 65.7% of the total outstanding shares of Class A Common Stock on an as-converted basis. Individually, the aggregate number and percentage of the Class A Common Stock beneficially owned (assuming an exchange of the shares of Class B Common Stock and corresponding Spark HoldCo Units for Class A Common Stock on a one-for-one basis as described in Item 6 below) by the Reporting Persons include: (1) 4,748,748 shares of Class A Common Stock beneficially owned by the Individual Filer, representing 65.7% of the outstanding Class A Common Stock, (2) 4,000,000 shares of Class A Common Stock beneficially owned by TxEx, representing 55.3% of the outstanding Class A Common Stock, (3) 3,945,000 shares of Class A Common Stock beneficially owned by Parent, representing 54.6% of the outstanding Class A Common Stock, (4) 55,000 shares of Class A Common Stock beneficially owned by Electric Holdco, representing less than 1% of th

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