Atlas Energy Solutions (AESI) insider locks in $3.87M prepaid share forward

Rhea-AI Filing Summary

Atlas Energy Solutions Inc. (AESI) insider Gregory M. Shepard entered into a multi-tranche prepaid variable share forward sale covering 532,500 shares of common stock. Under a stock purchase agreement with an unaffiliated buyer, he received a cash prepayment of $3,870,294 and is obligated to deliver up to 532,500 shares, or equivalent cash, at future settlement.

The transaction is secured by a pledge of 532,500 shares, while Shepard retains voting and ordinary dividend rights during the pledge. Settlement for each tranche occurs on business days following maturity dates between January 18 and 22, 2029, with the final share amount determined by formula using a floor price of $8.14 and a cap price of $12.72 per share. The filing notes he may be deemed part of a shareholder group but disclaims beneficial ownership of securities not directly owned.

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^*

SHEPARD GREGORY M

(Last) (First) (Middle)

15405 ANCHORAGE PLACE

(Street)

LAKEWOOD RANCH FL 34202

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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

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
Forward Sale Contract (obligation to sell)(1)(2)(3)	(1)(2)(3)	12/31/2025		J/K		1(1)(2)(3)		(1)(2)(3)	(1)(2)(3)	Common Stock	532,500	(1)(2)(3)	1(1)(2)(3)	D

Explanation of Responses:

1. On December 31, 2025, the Reporting Person entered into a multi-tranche, prepaid variable share forward sale transaction pursuant to a Stock Purchase Agreement (the "Agreement") entered into among the Reporting Person and an unaffiliated third party (the "Buyer") relating to an aggregate of 532,500 shares of common stock of the Issuer, par value $0.01 per share ("Common Stock") and obligating the Reporting Person to deliver to the Buyer up to an aggregate of 532,500 shares of Common Stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle all tranches under the Agreement. The Reporting Person received a cash payment of $3,870,294. The Transaction maturity dates are January 18-22, 2029 with each maturity date representing a tranche.

2. Pursuant to a Pledge Agreement, the Reporting Person pledged 532,500 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the Reporting Person settles the Agreement in cash).

3. Under the Agreement, on the first business day immediately following the maturity date for each tranche, the Reporting Person agrees to deliver to Buyer a number of shares of unrestricted stock (or an equivalent amount of cash, if cash settled) equal to the product of (A) the number of shares in such tranche and (B) (i)if closing price per share of Common Stock on the maturity date (the "Settlement Price") is less than $12.72 ("Cap Level") but greater than $8.14 ("Floor Level"), a ratio equal to the Floor Level divided by the Settlement Price, (ii) if the Settlement Price is equal to or greater than the Cap Level, a ratio equal to a fraction with a numerator equal to the sum of (1) the Floor Level and (2) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less than the Floor Level, one (1).

Remarks:

The Reporting Person may be deemed to be a member of a "group" for the purposes of the Securities Exchange Act of 1934 by virtue of being a party to a Stockholder's Agreement dated October 2, 2023. The Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person.

	/s/ Gregory M. Shepard	01/02/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction was reported for Atlas Energy Solutions Inc. (AESI)?

The filing reports that Gregory M. Shepard entered into a multi-tranche, prepaid variable share forward sale transaction relating to 532,500 shares of Atlas Energy Solutions Inc. common stock.

How much cash did the Atlas Energy Solutions (AESI) insider receive in the forward sale?

Gregory M. Shepard received a cash prepayment of $3,870,294 under the prepaid variable share forward sale agreement.

What are the key maturity dates for the Atlas Energy Solutions (AESI) prepaid forward?

The transaction has maturity dates from January 18, 2029 to January 22, 2029, with each date representing a separate tranche for settlement.

How many Atlas Energy Solutions (AESI) shares are subject to the pledge in this Form 4?

Under a pledge agreement, 532,500 shares of Atlas Energy Solutions common stock were pledged to secure the insider’s obligations, while he retains voting and ordinary dividend rights during the pledge.

How is the number of Atlas Energy Solutions (AESI) shares delivered at settlement determined?

The number of shares (or equivalent cash) delivered for each tranche is based on the tranche share count multiplied by a ratio tied to the Settlement Price compared with a $8.14 floor and a $12.72 cap, using formulas defined in the agreement.

Does the Atlas Energy Solutions (AESI) insider retain any rights in the pledged shares?

Yes. The filing states the reporting person retains voting and ordinary dividend rights in the pledged 532,500 shares during the term of the pledge, and thereafter if the agreement is settled in cash.

Is the Atlas Energy Solutions (AESI) insider part of a shareholder group?

The filing notes the reporting person may be deemed part of a “group” under a Stockholder’s Agreement dated October 2, 2023, but he disclaims beneficial ownership of securities not directly owned by him.