Atlas Energy (NYSE: AESI) director amends filing on RSU share transfers

Rhea-AI Filing Summary

Atlas Energy Solutions Inc. director Douglas G. Rogers reported an amended insider filing reflecting director equity that ultimately benefits a charitable foundation. On March 20, 2025, 6,866 shares of common stock were issued upon vesting of RSUs granted on March 13, 2024 under the 2023 Long Term Incentive Plan and then transferred for no consideration to The Sealy & Smith Foundation under an Outside Compensation Agreement requiring all his director compensation from Atlas to go to the foundation. The amendment also discloses his beneficial ownership of 12,536 shares of common stock underlying RSUs awarded on March 13, 2025 that were inadvertently omitted from a Form 4 filed on May 16, 2025, while he disclaims beneficial ownership except to any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rogers Douglas G

(Last) (First) (Middle)

5918 W. COURTYARD DRIVE

SUITE 500

(Street)

AUSTIN TX 78730

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Atlas Energy Solutions Inc. [ AESI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/24/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/20/2025		J(1)(2)		6,866	D	$0	3,000(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)							(3)	(3)	Common Stock	0		12,536(4)	D

Explanation of Responses:

1. Consists of shares of common stock, par value $0.01 per share ("Common Stock"), of the registrant, Atlas Energy Solutions Inc. ("Atlas"), issued upon the vesting of 6,866 Restricted Stock Units ("RSUs") awarded to the Reporting Person on March 13, 2024 pursuant to the Atlas Energy Solutions Inc. 2023 Long Term Incentive Plan (the "Plan"). The Reporting Person is a director of Atlas, and serves as Executive Director of The Sealy & Smith Foundation, a charitable foundation (the "Foundation"). The Foundation and the Reporting Person have entered into an Outside Compensation Agreement dated as of November 15, 2023 (the "Agreement"), which requires that all compensation received by the Reporting Person from Atlas in connection with the Reporting Person's service as a director of Atlas be transferred to the Foundation.

2. Under the Agreement, equity awards granted to the Reporting Person subject to vesting conditions are required to be transferred, for no consideration, to the Foundation upon vesting and are held by the Reporting Person for the benefit of the Foundation until the transfer to the Foundation is complete. The award of 6,866 RSUs granted to the Reporting Person on March 13, 2024 vested in full on March 13, 2025 and the shares were transferred to the Foundation in accordance with the Agreement on March 20, 2025.

3. On May 16 2025, the Reporting Person filed a Form 4, which inadvertently failed to report the Reporting Person's beneficial ownership of the 12,536 shares of Common Stock underlying the RSUs awarded to the Reporting Person on March 13, 2025. This amended Form 4 is being filed for the purpose of disclosing such information.

4. The Reporting Person disclaims beneficial ownership of the shares of Common Stock underlying the RSUs except to the extent of his pecuniary interest therein, if any. Pursuant to the Agreement, upon the vesting of such RSUs, the Reporting Person will be required to transfer the underlying shares of Common Stock to the Foundation for no consideration.

Remarks:

Member of 10% owner group

	/s/ Douglas G. Rogers, by Dathan C. Voelter, as Attorney-in-Fact	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Atlas Energy Solutions (AESI) disclose in this amended Form 4?

The amended filing reports issuance of 6,866 Atlas common shares on March 20, 2025 from vested RSUs granted March 13, 2024. These shares arose under the 2023 Long Term Incentive Plan and relate to director compensation for Douglas G. Rogers.

How are Douglas G. Rogers’s Atlas (AESI) director equity awards treated under his agreement?

Under an Outside Compensation Agreement, all Atlas director compensation for Douglas G. Rogers, including equity, must be transferred to The Sealy & Smith Foundation. Vested RSU shares are transferred to the foundation for no consideration after vesting, with Rogers holding them only temporarily.

What happened to the 6,866 Atlas (AESI) RSU shares that vested for Douglas G. Rogers?

RSUs granted March 13, 2024 vested in full on March 13, 2025, creating 6,866 common shares. On March 20, 2025, those shares were transferred to The Sealy & Smith Foundation in line with the Outside Compensation Agreement’s transfer requirements.

Why did Atlas Energy Solutions (AESI) file an amended Form 4 for Douglas G. Rogers?

An earlier Form 4 filed on May 16, 2025 inadvertently omitted Rogers’s beneficial ownership of 12,536 Atlas common shares underlying RSUs awarded March 13, 2025. This amended Form 4 is being filed specifically to disclose that previously unreported RSU-related ownership.

Does Douglas G. Rogers claim full beneficial ownership of his Atlas (AESI) RSU shares?

Douglas G. Rogers expressly disclaims beneficial ownership of Atlas common shares underlying his RSUs, except to the extent of any pecuniary interest. Upon vesting, those RSU shares must be transferred for no consideration to The Sealy & Smith Foundation.

What role does The Sealy & Smith Foundation play in Atlas (AESI) director compensation?

Rogers serves as Executive Director of The Sealy & Smith Foundation. Under their agreement, all Atlas director compensation he receives, including RSU-based common shares after vesting, is required to be transferred to the foundation, with no payment back to him.