Atlas Energy agrees to $340.5M equipment purchase

The payment schedules run through May 2027 and January 2028, while shipments across the agreements are scheduled from April 2027 through February 2028.

Rhea-AI Filing Summary

Atlas Energy Solutions Inc., through its indirect wholly owned subsidiary Atlas Energy Solutions Shackelford 1, LLC, entered into two equipment purchase agreements with Wyoming Machinery Company on September 18, 2026. The subsidiary agreed to purchase balance-of-plant equipment for approximately $340.5 million, payable in installments from September 2026 through May 2027; shipment is scheduled between June and December 2027. Ten percent of the purchase price is withheld until the supplier completes its obligations. The agreement is supported by a cost reimbursement agreement with a leading frontier AI lab, the project's intended off taker.

Under a separate agreement, the subsidiary agreed to purchase approximately 328 megawatts of power generation equipment, associated equipment and project engineering services for approximately $273.0 million, payable in installments from September 2026 through January 2028; the equipment is scheduled to be ready to ship between April 2027 and February 2028. Tariffs pass through at actual amounts charged by Caterpillar and are subject to adjustment for increases, decreases, exemptions, refunds or credits. Subject to Caterpillar's confirmation, this agreement satisfies a portion of an indirect subsidiary's purchase obligation under its Global Framework Agreement with Caterpillar. Shackelford may terminate the first agreement as to all or any portion of the equipment for convenience with at least 14 days' prior written notice, subject to amounts due and specified cancellation costs that WMC must mitigate.

8-K Event Classification

2 items: 1.01, 8.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

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

Key Figures

Balance-of-plant equipment purchase price: Approximately $340.5 million Purchase price withheld: 10% Convenience termination notice: At least 14 days +2 more

5 metrics

Balance-of-plant equipment purchase price Approximately $340.5 million Payments in installments from September 2026 through May 2027

Purchase price withheld 10% Withheld until WMC completes its obligations under the balance-of-plant agreement

Convenience termination notice At least 14 days Prior written notice under the balance-of-plant agreement

Power generation equipment capacity Approximately 328 megawatts Generator Purchase Agreement

Generator equipment purchase price Approximately $273.0 million Payments in installments from September 2026 through January 2028

Key Terms

balance-of-plant equipment, cost reimbursement agreement, off taker, tariffs, +1 more

5 terms

balance-of-plant equipment technical

"purchase of balance-of-plant equipment"

cost reimbursement agreement financial

"supported by a cost reimbursement agreement"

A cost reimbursement agreement is a contract where one party agrees to pay back another for actual costs incurred while carrying out a project, study, or service. It spells out which expenses are eligible, how they must be documented, and any limits or timing for repayment. For investors, these agreements matter because they shift which party bears project costs and cash-flow risk, affecting expected expenses, funding needs, and the timing of reported results.

off taker technical

"intended off taker for the power generation project"

tariffs financial

"purchase price includes tariffs"

Tariffs are taxes imposed by a government on goods imported from other countries. They increase the cost of those goods, which can lead to higher prices for consumers and impact international trade. For investors, tariffs matter because they can influence the profitability of companies, affect supply chains, and shift economic stability across different regions.

Global Framework Agreement financial

"under the previously announced Global Framework Agreement"

A global framework agreement is a broad, long-term contract that sets standard terms—such as pricing, delivery rules and responsibilities—between two organizations for work or supplies across multiple countries or projects. For investors it matters because the agreement can lock in costs, secure supply and reduce legal and operational uncertainty, making a company’s future cash flows and margins more predictable—much like a standing household contract that avoids negotiating each job separately.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the price of AESI's balance-of-plant equipment agreement?

Atlas Energy Solutions Shackelford 1, LLC agreed to purchase the balance-of-plant equipment for approximately $340.5 million. Payments are in installments from September 2026 through May 2027, and 10% of the purchase price is withheld until Wyoming Machinery Company completes its obligations.

What capacity and price does AESI's generator equipment agreement cover?

The separate agreement covers approximately 328 megawatts of power generation equipment, associated equipment and project engineering services for approximately $273.0 million. Payments are in installments from September 2026 through January 2028, and the equipment is scheduled to be ready to ship between April 2027 and February 2028.

How can AESI's subsidiary terminate the balance-of-plant agreement?

Atlas Energy Solutions Shackelford 1, LLC may terminate the agreement for convenience as to all or any portion of the equipment upon at least 14 days' prior written notice. It must pay amounts then due and WMC's documented cancellation costs and reasonable internal costs, overhead and profit attributable to work performed through termination; WMC must mitigate those costs.

How are tariffs handled in AESI's generator equipment agreement?

The purchase price includes tariffs passed through at the actual amounts charged by Caterpillar and paid or payable by Wyoming Machinery Company. The applicable tariff amounts are subject to adjustment for increases, decreases, exemptions, refunds or credits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/24/2026 - 05:23 PM Accepted by SEC EDGAR 09/24/2026 - 05:22 PM Learn about SEC filing dates

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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 18, 2026

Atlas Energy Solutions Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41828	93-2154509
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5918 W. Courtyard Drive Suite 500
Austin, Texas				78730
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (512) 220-1200

(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:

☐	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		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		AESI		New York Stock Exchange
				NYSE Texas, Inc.

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 September 18, 2026, Atlas Energy Solutions Shackelford 1, LLC (“Shackelford”), a Texas limited liability company and an indirect wholly owned subsidiary of Atlas Energy Solutions Inc. (the “Company”), entered into a Purchase Agreement (the “BoP Purchase Agreement”) with Wyoming Machinery Company d/b/a Energy Solutions, a Wyoming corporation (“WMC”), for the purchase of balance-of-plant equipment (the “BoP Equipment”) for a specific power generation project.

Under the BoP Purchase Agreement, WMC will procure and make available for shipment between June 2027 and December 2027 the BoP Equipment for an aggregate purchase price of approximately $340.5 million, payable in installments from September 2026 through May 2027, with 10% of the purchase price withheld until WMC completes its obligations under the BoP Purchase Agreement.

Shackelford may terminate the BoP Purchase Agreement as to all or any portion of the BoP Equipment for convenience upon not less than 14-day prior written notice, in which case Shackelford must pay amounts then due and WMC’s documented cancellation costs and reasonable internal costs, overhead and profit attributable to work performed through termination, subject to WMC’s obligation to mitigate any such costs.

The BoP Purchase Agreement is supported by a cost reimbursement agreement entered into by Shackelford with a leading frontier AI lab, which is also the intended off taker for the power generation project.

The foregoing description of the BoP Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the BoP Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.

Item 8.01. Other Events.

On September 18, 2026, Shackelford also entered into a separate Purchase Agreement (the “Generator Purchase Agreement”) with WMC for the purchase of approximately 328 megawatts (“MWs”) of power generation equipment, associated equipment and project engineering services (the “Generator Equipment”) for an aggregate purchase price of approximately $273.0 million, payable in installments from September 2026 through January 2028. The purchase price includes tariffs, which are passed through at the actual amounts charged by Caterpillar Inc. (“Caterpillar”) and paid or payable by WMC and are subject to adjustment for any increase, decrease, exemption, refund or credit in the applicable tariff amounts. The Generator Equipment is scheduled to be ready to ship between April 2027 and February 2028.

Subject to confirmation from Caterpillar, the execution of the Generator Purchase Agreement satisfies a portion of the purchase obligation of Atlas Energy Solutions ProjectCo, LLC, a Texas limited liability company and an indirect wholly owned subsidiary of the Company (“ProjectCo”), under the previously announced Global Framework Agreement between ProjectCo and Caterpillar.

SIGNATURES

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.

			ATLAS ENERGY SOLUTIONS INC.
Date:	September 24, 2026	By:	/s/ John Turner
			Name: John Turner Title: President and Chief Executive Officer

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