Atlas Energy Solutions Inc. (NYSE: AESI) insider signs $3.21M variable share forward

Rhea-AI Filing Summary

Atlas Energy Solutions Inc. insider enters prepaid variable share forward tied to company common stock. On December 19, 2025, a reporting person entered into a multi-tranche, prepaid variable share forward sale transaction with an unaffiliated buyer covering an aggregate of 425,000 shares of Atlas Energy Solutions Inc. common stock.

The arrangement is documented in a Stock Purchase Agreement and a related Pledge Agreement. The reporting person received a cash payment of $3,213,794 at inception and pledged 425,000 shares as collateral, while retaining voting and ordinary dividend rights on those pledged shares during the term of the pledge and if the transaction is ultimately cash-settled.

The transaction settles in multiple tranches with maturity dates from January 10 to January 14, 2028. At each maturity, the number of shares (or equivalent cash) to be delivered is based on the stock price relative to a floor of $8.16 and a cap of $12.02, using specified formulas that can require delivery of up to the full 425,000 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

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 19, 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 $3,213,794. The Transaction maturity dates are January 10-14, 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 $12.02 ("Cap Level") but greater than $8.16 ("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)
12/19/2025

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)	12/19/2025		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 19, 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 $3,213,794. The Transaction maturity dates are January 10-14, 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 $12.02 ("Cap Level") but greater than $8.16 ("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	12/23/2025
	** 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 insider transaction was reported for Atlas Energy Solutions Inc. (AESI)?

The filing reports that a company insider entered into a multi-tranche, prepaid variable share forward sale transaction referencing 425,000 shares of Atlas Energy Solutions Inc. common stock on December 19, 2025.

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

The reporting person received a prepaid cash amount of $3,213,794 in connection with the variable share forward sale transaction.

How many Atlas Energy Solutions (AESI) shares are subject to the forward sale and pledge?

The forward sale relates to an aggregate of 425,000 shares of common stock, and the reporting person pledged 425,000 shares as collateral under a Pledge Agreement.

When will the Atlas Energy Solutions (AESI) forward sale transaction mature?

The transaction is structured in multiple tranches, with maturity dates from January 10 to January 14, 2028, and each maturity date corresponds to a separate tranche.

What price levels affect settlement of the Atlas Energy Solutions (AESI) variable share forward?

Settlement depends on the closing share price relative to a $8.16 floor level and a $12.02 cap level. Different formulas apply if the price is between the floor and cap, at or above the cap, or at or below the floor.

Does the Atlas Energy Solutions (AESI) insider keep voting and dividend rights on pledged shares?

Yes. Under the Pledge Agreement, the reporting person retains voting and ordinary dividend rights on the 425,000 pledged shares during the term of the pledge, and also thereafter if the agreement is settled in cash.

Can the Atlas Energy Solutions (AESI) forward sale be settled in cash instead of shares?

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