Atlas Energy (NYSE: AESI) investor Gregory Shepard inks $3.87M share-forward

Rhea-AI Filing Summary

Gregory M. Shepard filed an amended ownership report for Atlas Energy Solutions Inc., stating beneficial ownership of 7,651,210 shares of common stock, representing 6.19% of the class based on 123,691,077 shares outstanding as of the issuer’s September 30, 2025 quarter.

The filing discloses that on December 31, 2025, Shepard entered into a multi-tranche, prepaid variable share forward sale transaction with UBS Securities LLC, UBS Financial Services Inc. and UBS AG, Stamford Branch covering an aggregate of 532,500 shares of Atlas Energy common stock. Shepard received a cash payment of $3,870,294 and pledged 532,500 shares as collateral, while retaining voting and ordinary dividend rights in those pledged shares during the term of the pledge.

The transaction is scheduled to mature in multiple tranches on dates from January 8–22, 2029. The number of shares (or equivalent cash) ultimately delivered for each tranche will be determined by a formula based on the Atlas Energy share price on the maturity date, using a floor price of $8.14 and a cap price of $12.72.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Atlas Energy Solutions Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

642045108

(CUSIP Number)

Amundsen Davis LLC
Eric M. Fogel / J. Victor Peterson, 150 N. Michigan Avenue, Suite 3300
Chicago, IL, 60601
312-894-3200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 642045108

1

Name of reporting person

Gregory M. Shepard

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,651,210.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,651,210.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,651,210.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.19 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percent of Class Represented is based on a total of 123,691,077 outstanding shares of Common Stock, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2025, filed on November 4, 2025.

SCHEDULE 13D

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 WEST COURTYARD DRIVE, SUITE 500, Austin, TEXAS , 78730.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby further amended to add the following as new final paragraphs therein: 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") among the Reporting Person and UBS SECURITIES LLC and UBS FINANCIAL SERVICES INC., each as agents and UBS AG, STAMFORD BRANCH ("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 each tranche of the Agreement (see Exhibit 7.4 to the Second Amendment, which is incorporated herein by reference). The Reporting Person received a cash payment of $3,870,294. The transaction maturity dates are January 8-22, 2029, with each maturity date representing a tranche. 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). 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 the 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).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gregory M. Shepard

Signature:	/s/ Gregory M. Shepard
Name/Title:	Gregory M. Shepard
Date:	01/02/2026

FAQ

What ownership stake in Atlas Energy Solutions Inc. (AESI) does Gregory M. Shepard report?

Gregory M. Shepard reports beneficial ownership of 7,651,210 shares of Atlas Energy Solutions Inc. common stock, representing 6.19% of the outstanding common stock, based on 123,691,077 shares outstanding as stated in the company’s Form 10-Q for the quarter ended September 30, 2025.

What transaction involving AESI shares did Gregory M. Shepard enter on December 31, 2025?

On December 31, 2025, Gregory M. Shepard entered into a multi-tranche, prepaid variable share forward sale transaction under a Stock Purchase Agreement with UBS Securities LLC, UBS Financial Services Inc., and UBS AG, Stamford Branch relating to an aggregate of 532,500 AESI shares.

How much cash did Gregory M. Shepard receive from the AESI share-forward transaction?

Gregory M. Shepard received a cash payment of $3,870,294 in connection with the prepaid variable share forward sale transaction covering 532,500 shares of Atlas Energy Solutions Inc. common stock.

When does Gregory M. Shepard’s prepaid variable share forward on AESI shares mature?

The prepaid variable share forward transaction is structured in tranches with maturity dates from January 8, 2029 through January 22, 2029, with each maturity date representing a separate tranche.

What collateral and rights are associated with the pledged AESI shares in Shepard’s agreement?

Under a Pledge Agreement, Gregory M. Shepard pledged 532,500 shares of Atlas Energy Solutions Inc. common stock as collateral to secure his obligations. He retained voting and ordinary dividend rights in these pledged shares during the term of the pledge, and if he settles the agreement in cash, he continues to retain those rights.

How is the number of AESI shares Shepard must deliver under the forward sale determined?

For each tranche, on the first business day after its maturity date, Shepard must deliver a number of unrestricted shares (or equivalent cash) equal to the shares in that tranche multiplied by a ratio based on the Settlement Price on the maturity date. The formula uses a floor level of $8.14 and a cap level of $12.72, with different ratios applying depending on whether the Settlement Price is below the floor, between the floor and cap, or above the cap.