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Atlas Energy Solutions (NYSE: AESI) insider locks in $3.18M via forward

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Atlas Energy Solutions Inc. insider enters prepaid variable forward sale on 425,000 shares. On December 24, 2025, the reporting person entered a multi-tranche, prepaid variable share forward sale tied to 425,000 shares of Atlas Energy Solutions common stock. The insider received a cash payment of $3,180,591 and is obligated to deliver up to 425,000 shares, or an equivalent amount of cash in certain circumstances, at future settlement dates.

The transaction matures in tranches between January 18 and January 21, 2028. The insider pledged 425,000 shares as collateral but kept voting and ordinary dividend rights during the pledge term. The number of shares (or cash amount) to be delivered at each maturity depends on the stock price relative to a floor level of $8.08 and a cap level of $11.90.

Positive

  • None.

Negative

  • None.
Insider SHEPARD GREGORY M
Role Insider
Type Security Shares Price Value
Other Forward Sale Contract (obligation to sell) 1 $0.00 --
Holdings After Transaction: Forward Sale Contract (obligation to sell) — 1 shares (Direct)
Footnotes (1)
  1. On December 24, 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 425,000 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 425,000 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 $3,180,591. The Transaction maturity dates are January 18-21, 2028 with each maturity date representing a tranche. Pursuant to a Pledge Agreement, the Reporting Person pledged 425,000 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). 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 $8.08 ("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).
Form 4 Insider Transactions: What Each Field Means →
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)
12/24/2025
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) 12/24/2025 J/K 1(1)(2)(3) (1)(2)(3) (1)(2)(3) Common Stock 425,000 (1)(2)(3) 1(1)(2)(3) D
Explanation of Responses:
1. On December 24, 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 425,000 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 425,000 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 $3,180,591. The Transaction maturity dates are January 18-21, 2028 with each maturity date representing a tranche.
2. Pursuant to a Pledge Agreement, the Reporting Person pledged 425,000 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 $8.08 ("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 12/29/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Atlas Energy Solutions Inc. (AESI) disclose?

An insider of Atlas Energy Solutions Inc. disclosed a multi-tranche, prepaid variable share forward sale transaction entered on December 24, 2025, referencing 425,000 shares of common stock.

How much cash did the Atlas Energy Solutions insider receive from the forward sale?

The reporting person received a cash payment of $3,180,591 in connection with the prepaid variable share forward sale on Atlas Energy Solutions common stock.

How many Atlas Energy Solutions (AESI) shares are subject to the prepaid variable forward?

The transaction relates to an aggregate of 425,000 shares of Atlas Energy Solutions common stock and may require delivery of up to that same number of shares, or an equivalent amount of cash under certain conditions.

What are the maturity dates for the Atlas Energy Solutions insider forward transaction?

The prepaid variable share forward sale has tranche maturity dates from January 18 to January 21, 2028, with each date representing a separate tranche under the agreement.

What collateral did the Atlas Energy Solutions insider provide for this transaction?

Under a Pledge Agreement, the reporting person pledged 425,000 shares of Atlas Energy Solutions common stock as collateral and retained voting and ordinary dividend rights in those pledged shares during the term of the pledge.

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

For each tranche, the number of shares (or equivalent cash) to be delivered is based on the stock price at maturity relative to a Floor Level of $8.08 and a Cap Level of $11.90, using formulas set out in the agreement.

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

The reporting person retains voting and ordinary dividend rights in the 425,000 pledged shares during the pledge term, and continues to hold those rights if the agreement is ultimately settled in cash.