Atlas Energy Solutions Inc. (AESI) officer enters prepaid forward on 850,000 shares

Rhea-AI Filing Summary

Atlas Energy Solutions Inc. officer reported entering a multi-tranche prepaid variable share forward sale covering 850,000 shares of common stock. On December 15, 2025, the reporting person received a cash payment of $7,036,804 in exchange for agreeing to deliver up to 850,000 shares, or in some circumstances an equivalent amount of cash, to an unaffiliated third-party buyer at future dates.

The transaction matures in tranches between January 11 and January 25, 2027. To secure the obligation, the reporting person pledged 2,165,410 shares of common stock while retaining voting and ordinary dividend rights on those shares during the pledge and if the agreement is cash settled. The number of shares ultimately delivered for each tranche is determined by a formula that compares the share price at maturity to a floor of $8.63 and a cap of $11.90.

Insights

Equity derivatives analyst

Officer receives upfront cash via prepaid variable share forward tied to future stock prices.

An officer of Atlas Energy Solutions Inc. entered a multi-tranche prepaid variable share forward sale on 850,000 shares of common stock on December 15, 2025. The reporting person received an upfront cash payment of $7,036,804 from an unaffiliated buyer and agreed to deliver up to 850,000 shares, or an equivalent amount of cash in certain circumstances, when the tranches mature between January 11 and January 25, 2027.

To secure these obligations, the officer pledged 2,165,410 shares of common stock as collateral, while retaining voting and ordinary dividend rights on those pledged shares during the term of the pledge and if the agreement is cash settled. The settlement mechanics use a floor price of $8.63 and a cap price of $11.90: if the stock settles at or below the floor, the delivery ratio is one; between the floor and cap, the ratio equals the floor divided by the settlement price; above the cap, a stated formula blends the floor and any excess over the cap.

The report also notes the reporting person may be deemed part of a "group" under a stockholder’s agreement dated October 2, 2023, while expressly disclaiming beneficial ownership of securities not directly owned. Overall, this is a structured derivative and collateral pledge by an officer, with economics explicitly tied to the company’s future share price, and is best viewed as informational with a neutral impact rating.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
12/15/2025

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)	12/15/2025		J/K		1(1)(2)(3)		(1)(2)(3)	(1)(2)(3)	Common Stock	850,000	(1)(2)(3)	1(1)(2)(3)	D

Explanation of Responses:

1. On December 15, 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 850,000 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 850,000 shares of Common Stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle each tranche of the Agreement. The Reporting Person received a cash payment of $7,036,804. The Transaction maturity dates are January 11-25, 2027, with each maturity date representing a tranche.

2. Pursuant to a Pledge Agreement, the Reporting Person pledged 2,165,410 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 $11.90 ("Cap Level") but greater than $8.63 ("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	12/17/2025
	** 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 transaction did the Atlas Energy Solutions (AESI) officer report?

The officer reported entering into a multi-tranche, prepaid variable share forward sale transaction with an unaffiliated third-party buyer relating to an aggregate of 850,000 shares of Atlas Energy Solutions common stock.

How many shares are subject to the prepaid forward and how much cash was received?

The prepaid variable share forward covers 850,000 shares of common stock, and the reporting person received a cash payment of $7,036,804 in connection with this transaction.

When do the prepaid forward tranches for Atlas Energy Solutions (AESI) mature?

The transaction has multiple tranches, with maturity dates ranging from January 11, 2027 through January 25, 2027, each maturity date representing a separate tranche.

How many Atlas Energy Solutions shares were pledged as collateral under the agreement?

Under a Pledge Agreement, the reporting person pledged 2,165,410 shares of Atlas Energy Solutions common stock as pledged shares to secure obligations under the prepaid variable share forward agreement.

Does the reporting person retain voting and dividend rights on the pledged AESI shares?

Yes. The reporting person retained voting and ordinary dividend rights in the 2,165,410 pledged shares during the term of the pledge and thereafter if the agreement is settled in cash.

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

For each tranche, the number of shares delivered (or equivalent cash) equals the tranche size multiplied by a ratio that depends on the settlement price relative to a $8.63 floor and a $11.90 cap, using the specific formulas described in the agreement.

Can the prepaid variable share forward be settled in cash instead of shares?

Yes. The agreement allows the reporting person, under certain circumstances, to settle each tranche by delivering an equivalent amount of cash instead of shares of Atlas Energy Solutions common stock.