Atlas Energy (NYSE: AESI) holder plans prepaid forward on 850,000 shares

Rhea-AI Filing Summary

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

Shepard entered into a multi-tranche prepaid variable share forward sale with UBS affiliates covering 850,000 Atlas Energy shares. He received a cash payment of $7,036,804 and pledged 850,000 shares as collateral, while retaining voting and ordinary dividend rights during the pledge. Between January 11 and 25, 2027, he must settle each tranche by delivering shares or an equivalent amount of cash, with the number of shares determined by the stock price relative to a floor of $8.63 and a cap of $11.90.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

12/15/2025

(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 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 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 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. Pursuant to a Pledge Agreement, the Reporting Person pledged 850,000 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 the 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).

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:	12/17/2025

FAQ

What ownership stake in AESI does Gregory M. Shepard report in this amendment?

Shepard reports beneficial ownership of 7,651,210 shares of Atlas Energy Solutions Inc. common stock, representing 6.19% of the outstanding common shares.

How is the 6.19% ownership percentage in AESI calculated for Gregory M. Shepard?

The 6.19% figure is based on 123,691,077 shares of common stock outstanding as of September 30, 2025, as reported in Atlas Energy Solutions Inc.’s Form 10-Q.

What prepaid variable share forward transaction did Gregory M. Shepard enter into involving AESI stock?

On December 15, 2025, Shepard entered into a multi-tranche, prepaid variable share forward sale with UBS entities relating to an aggregate of 850,000 Atlas Energy Solutions Inc. common shares.

How much cash did Gregory M. Shepard receive and how many AESI shares are pledged?

Under the Agreement, Shepard received a cash payment of $7,036,804 and pledged 850,000 shares of Atlas Energy Solutions Inc. common stock as collateral to secure his obligations.

When do the prepaid variable share forward tranches on AESI stock mature?

The transaction has maturity dates from January 11 to January 25, 2027, with each maturity date corresponding to a separate tranche under the Agreement.

What rights does Gregory M. Shepard retain in the pledged AESI shares during the transaction?

Shepard retains voting and ordinary dividend rights in the 850,000 pledged Atlas Energy shares during the term of the pledge, and also thereafter if he settles the Agreement in cash.

How is the number of AESI shares Shepard must deliver at settlement determined?

For each tranche, the number of Atlas Energy shares to be delivered (or equivalent cash) is based on the tranche size and the stock’s closing price on the maturity date relative to a floor price of $8.63 and a cap price of $11.90, using formulas specified in the Agreement.