| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 |
| (b) | Name of Issuer:
Atlas Energy Solutions Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
5918 W. Courtyard Drive, Suite 500, Auston,
TEXAS
, 78730. |
Item 1 Comment:
This Amendment No. 4 (this "Amendment") amends and supplements the Schedule 13D (the "Original 13D") filed with the Securities and Exchange Commission (the "SEC") on October 12, 2023 by and on behalf of Anne and Bud Oil & Gas Vested LLC ("Anne and Bud Vested"), Brigham Children's Family LP ("Brigham Children's LP"), BCFP GP, LLC ("BCFP GP") and Ben M. Brigham (each, a "Reporting Person") with respect to the Common Stock, par value $0.01 per share ("Common Stock"), of Atlas Energy Solutions Inc., a Delaware corporation (f/k/a New Atlas HoldCo Inc.) (the "Issuer"), Amendment No. 1 ("Amendment No. 1") thereto filed on October 26, 2023, Amendment No. 2 ("Amendment No. 2") thereto filed on November 1, 2023 and Amendment No. 3 ("Amendment No. 3") thereto filed on February 5, 2025 (as amended, the "Schedule 13D"). |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) The information set forth on the cover pages is incorporated by reference into this Item 5.
Pursuant to the Amended and Restated Stockholders' Agreement (the "A&R Stockholders' Agreement"), dated October 2, 2023, by and among the Issuer, AESI Holdings Inc., a Delaware corporation ("Old Atlas") formerly known as Atlas Energy Solutions Inc., Anne and Bud Vested, Brigham Children's LP, Mr. Brigham and certain other stockholders identified on the signature pages thereto (the "Principal Stockholders"), Mr. Brigham is the beneficial owner of the following shares of Common Stock as of the date of this Amendment:
173,440 shares of Common Stock, representing 0.1% of the Common Stock, held directly by A. Lance Langford;
484,483 shares of Common Stock, representing 0.4% of the Common Stock, held directly by ALL Financial Trust;
592,146 shares of Common Stock, representing 0.5% of the Common Stock, held directly by BLL Financial Trust;
7,651,210 shares of Common Stock, representing 6.2% of the Common Stock, held directly by Gregory M. Shepard;
14,831,854 shares of Common Stock, representing 12.0% of the Common Stock, held directly by The Sealy & Smith Foundation;
308,039 shares of Common Stock, representing 0.2% of the Common Stock, held directly by Richard W. Schmidt;
778,215 shares of Common Stock, representing 0.6% of the Common Stock, held directly by Schmidt Atlas LLC, a Texas limited liability company;
882,604 shares of Common Stock, representing 0.7% of the Common Stock, held directly by Joel and Stacy Hock;
261,182 shares of Common Stock, representing 0.2% of the Common Stock, held directly by John Gregory Turner;
1,327,980 shares of Common Stock, representing 1.1% of the Common Stock, held directly by 3 Dog Interests LP, a Texas limited partnership;
550,907 shares of Common Stock, representing 0.4% of the Common Stock, held directly by Chris Scholla;
312,900 shares of Common Stock, representing 0.2% of the Common Stock, held directly by Dathan C. Voelter;
475,169 shares of Common Stock, representing 0.4% of the Common Stock, held directly by Kirk Ginn; and
458,433 shares of Common Stock, representing 0.4% of the Common Stock, held directly by Chad McEver. |
| (b) | The number of shares of Common Stock to which each Reporting Person has sole or shared voting or dispositive power is set forth on such Reporting Person's cover page to this Schedule 13D. |
| (c) | Item 5(c) of the Schedule 13D is hereby amended to insert the following as new final paragraphs therein:
Additionally, on February 27, 2025, Gregory M. Shephard purchased an aggregate of 32,155 shares of Common Stock on the open market for an average price of $19.04 per share of Common Stock.
Additionally, on March 13, 2025, 1,535 shares of Common Stock, valued at $17.26 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by Kirk Ginn to satisfy tax withholding obligations.
Additionally, on March 13, 2025, 2,255 shares of Common Stock, valued at $17.26 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by Chris Scholla to satisfy tax withholding obligations.
Additionally, on March 13, 2025, 3,720 shares of Common Stock, valued at $17.26 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by John Turner to satisfy tax withholding obligations.
Additionally, on March 13, 2025, 2,255 shares of Common Stock, valued at $17.26 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by Dathan C. Voelter to satisfy tax withholding obligations.
Additionally, on March 25, 2025, 2,201 shares of Common Stock, valued at $18.09 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by Chris Scholla to satisfy tax withholding obligations.
Additionally, on March 25, 2025, 10,704 shares of Common Stock, valued at $18.09 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by John Turner to satisfy tax withholding obligations.
Additionally, on March 25, 2025, 2,201 shares of Common Stock, valued at $18.09 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by Dathan C. Voelter to satisfy tax withholding obligations.
Additionally, on May 9, 2025, 3 Dog Interests, LP purchased an aggregate of 7,980 shares of Common Stock on the open market in multiple transactions for an average price of $12.52 per share of Common Stock.
Additionally, on May 12, 2025, Bud Brigham purchased an aggregate of 20,400 shares of Common Stock on the open market in multiple transactions for an average price of $13.32 per share of Common Stock.
Additionally, on May 13, 2025, Bud Brigham purchased an aggregate of 9,121 shares of Common Stock on the open market in multiple transactions for an average price of $13.36 per share of Common Stock.
Additionally, on May 14, 2025, Bud Brigham purchased an aggregate of 9,635 shares of Common Stock on the open market in multiple transactions for an average price of $13.38 per share of Common Stock.
Additionally, on June 2, 2025, 1,134 shares of Common Stock, valued at $12.15 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by Kirk Ginn to satisfy tax withholding obligations.
Additionally, on August 14, 2025, 728 shares of Common Stock, valued at $11.83 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by Chris Scholla to satisfy tax withholding obligations.
Additionally, on October 7, 2025, 24,355 shares of Common Stock, valued at $11.65 per share of Common Stock, were withheld by the Issuer upon vesting of restricted stock units held by Dathan Voelter to satisfy tax withholding obligations.
Additionally, on November 18, 2025, Chris Scholla sold an aggregate of 52,150 shares of Common Stock on the open market in multiple transactions for a weighted average price of $8.82 per share of Common Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby amended to insert the following as new final paragraph therein:
Based solely on a Schedule 13D/A and Form 4 filed by Gregory M. Shephard with the SEC on December 17, 2025, Mr. Shephard entered into a multi-tranche, prepaid variable share forward sale transaction on December 15, 2025, pursuant to a Stock Purchase Agreement (the "12/15 Agreement") that was entered into among Mr. Shephard, UBS SECURITIES LLC and UBS FINANCIAL SERVICES INC., each as agents, and UBS AG, STAMFORD BRANCH ("Buyer") relating to an aggregate of 850,000 shares of Common Stock, The 12/15 Agreement obligates Mr. Shephard to deliver to the Buyer up to an aggregate of 850,000 shares of Common Stock (or, at Mr. Shephard's election, under certain circumstances, an equivalent amount of cash) to settle each tranche of the 12/15 Agreement. The transaction maturity dates are January 11-25, 2027, with each maturity date representing a tranche. Pursuant to a Pledge Agreement, Mr. Shephard pledged 2,165,410 shares of Common Stock (the "12/15 Pledged Shares") to secure his obligations under the 12/15 Agreement, and retained voting and ordinary dividend rights in the 12/15 Pledged Shares during the term of the pledge (and thereafter if Mr. Shephard settles the 12/15 Agreement in cash). Under the 12/15 Agreement, on the first business day immediately following the maturity date for each tranche, Mr. Shephard 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 the closing price per share of Common Stock on the maturity date (the "12/15 Settlement Price") is less than $11.90 ("12/15 Cap Level") but greater than $8.63 ("12/15 Floor Level"), a ratio equal to the 12/15 Floor Level divided by the 12/15 Settlement Price, (ii) if the 12/15 Settlement Price is equal to or greater than the 12/15 Cap Level, a ratio equal to a fraction with a numerator equal to the sum of (1) the 12/15 Floor Level and (2) the excess, if any, of the 12/15 Settlement Price over the 12/15 Cap Level, and a denominator equal to the 12/15 Settlement Price, and (iii) if the 12/15 Settlement Price is equal to or less than the 12/15 Floor Level, one (1).
Based solely on a Schedule 13D/A and Form 4 filed by Gregory M. Shephard with the SEC on December 23, 2025, Mr. Shephard entered into a multi-tranche, prepaid variable share forward sale transaction on December 19, 2025, pursuant to a Stock Purchase Agreement (the "12/19 Agreement") entered into among Mr. Shephard and UBS SECURITIES LLC and UBS FINANCIAL SERVICES INC., each as agents and Buyer relating to an aggregate of 425,000 shares of Common Stock and obligating Mr. Shephard to deliver to the Buyer up to an aggregate of 425,000 shares of Common Stock (or, at Mr. Shephard's election, under certain circumstances, an equivalent amount of cash) to settle each tranche of the 12/19 Agreement. The transaction maturity dates are January 10-14, 2028, with each maturity date representing a tranche. Pursuant to a Pledge Agreement, Mr. Shephard pledged 425,000 shares of Common Stock (the "12/19 Pledged Shares") to secure his obligations under the 12/19 Agreement, and retained voting and ordinary dividend rights in the 12/19 Pledged Shares during the term of the pledge (and thereafter if Mr. Shephard settles the 12/19 Agreement in cash). Under the 12/19 Agreement, on the first business day immediately following the maturity date for each tranche, Mr. Shephard 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 the closing price per share of Common Stock on the maturity date (the "12/19 Settlement Price") is less than $12.02 ("12/19 Cap Level") but greater than $8.16 ("12/19 Floor Level"), a ratio equal to the 12/19 Floor Level divided by the 12/19 Settlement Price, (ii) if the 12/19 Settlement Price is equal to or greater than the 12/19 Cap Level, a ratio equal to a fraction with a numerator equal to the sum of (1) the 12/19 Floor Level and (2) the excess, if any, of the 12/19 Settlement Price over the 12/19 Cap Level, and a denominator equal to the 12/19 Settlement Price, and (iii) if the 12/19 Settlement Price is equal to or less than the 12/19 Floor Level, one (1).
Based solely on a Schedule 13D/A and Form 4 filed by Gregory M. Shephard with the SEC on December 29, 2025, Mr. Shephard entered into a multi-tranche, prepaid variable share forward sale transaction on December 24, 2025, pursuant to a Stock Purchase Agreement (the "12/24 Agreement") among Mr. Shephard and UBS SECURITIES LLC and UBS FINANCIAL SERVICES INC., each as agents and 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 Mr. Shephard to deliver to the Buyer up to an aggregate of 425,000 shares of Common Stock (or, at Mr. Shephard's election, under certain circumstances, an equivalent amount of cash) to settle each tranche of the 12/24 Agreement. The transaction maturity dates are January 18-21, 2028, with each maturity date representing a tranche. Pursuant to a Pledge Agreement, Mr. Shephard pledged 425,000 shares of Common Stock (the "12/24 Pledged Shares") to secure his obligations under the 12/24 Agreement, and retained voting and ordinary dividend rights in the 12/24 Pledged Shares during the term of the pledge (and thereafter if Mr. Shephard settles the 12/24 Agreement in cash). Under the 12/24 Agreement, on the first business day immediately following the maturity date for each tranche, Mr. Shephard 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 the closing price per share of Common Stock on the maturity date (the "12/24 Settlement Price") is less than $11.90 ("12/24 Cap Level") but greater than $8.08 ("12/24 Floor Level"), a ratio equal to the 12/24 Floor Level divided by the 12/24 Settlement Price, (ii) if the 12/24 Settlement Price is equal to or greater than the 12/24 Cap Level, a ratio equal to a fraction with a numerator equal to the sum of (1) the 12/24 Floor Level and (2) the excess, if any, of the 12/24 Settlement Price over the 12/24 Cap Level, and a denominator equal to the 12/24 Settlement Price, and (iii) if the 12/24 Settlement Price is equal to or less than the 12/24 Floor Level, one (1). |
