Form 4: Atlas Energy Executive Enters Forward Sale for 425,000 Shares

Gregory M. Shepard, a reporting person for Atlas Energy Solutions Inc., entered into a prepaid variable share forward sale transaction involving 425,000 shares of common stock, receiving $3.21 million upfront.

Summary

• Gregory M. Shepard, a reporting person for Atlas Energy Solutions Inc. (AESI), entered into a multi-tranche, prepaid variable share forward sale transaction.
• The agreement, dated December 19, 2025, involves an aggregate of 425,000 shares of Atlas Energy Solutions Inc. common stock.
• The reporting person received a cash payment of $3,213,794 from an unaffiliated third party (the Buyer).
• Shepard is obligated to deliver up to 425,000 shares of common stock (or an equivalent amount of cash under certain circumstances) to settle the tranches.
• The transaction maturity dates are scheduled for January 10-14, 2028, with each date representing a tranche.
• 425,000 shares of common stock were pledged to secure the obligations under the agreement.
• The reporting person retains voting and ordinary dividend rights in the pledged shares during the term of the pledge.
• The number of shares (or cash equivalent) to be delivered at maturity depends on the stock's settlement price relative to a Floor Level of $8.16 and a Cap Level of $12.02.

Sentiment

Score: 5

Explanation: The filing reports a personal financial transaction by a reporting person, which is a neutral event for the company's operational performance. It reflects a personal risk management and liquidity strategy rather than a direct positive or negative signal about the company's immediate prospects.

Positives

• The reporting person received immediate cash liquidity of $3,213,794.
• The transaction provides a hedge against potential downside risk for the reporting person's stock holdings below the $8.16 Floor Level.
• The reporting person retains voting and ordinary dividend rights for the pledged shares, indicating continued engagement with the company.

Negatives

• The reporting person's upside potential on the 425,000 shares is capped at the $12.02 Cap Level.
• The reporting person has an obligation to deliver shares or an equivalent amount of cash in the future, which could result in a reduced beneficial ownership of shares.
• 425,000 shares of common stock are pledged, limiting the reporting person's flexibility with these shares until maturity.

Risks

• The reporting person faces market price risk, as the number of shares or cash equivalent to be delivered at maturity is dependent on the Common Stock's settlement price relative to the defined Floor and Cap Levels.
• The reporting person is a member of a 'group' for Section 16 purposes by virtue of a Stockholder's Agreement, which could imply collective influence or obligations, though beneficial ownership of group-owned securities is disclaimed.

Future Outlook

The transaction establishes a future obligation for the reporting person to deliver shares or cash between January 10-14, 2028, based on the future market price of Atlas Energy Solutions Inc. common stock relative to the defined floor and cap levels.

Management Comments

• 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.

Industry Context

This filing details a personal hedging and liquidity transaction by an individual reporting person, rather than a company-wide strategic or operational announcement. Such transactions are common among executives and large shareholders to manage personal wealth and risk exposure to company stock.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction involves a pledge of 425,000 shares, but the reporting person retains voting rights, suggesting continued alignment. The potential future delivery of shares could slightly increase the float, but the impact is likely minimal given the company's overall market capitalization.
• Reporting Person: Gains immediate liquidity and hedges personal stock risk, but caps upside potential and has a future delivery obligation.

Next Steps

• The reporting person will fulfill the obligation to deliver shares or cash to the Buyer on the transaction maturity dates between January 10-14, 2028.

Key Dates

Keywords

Atlas Energy Solutions Inc., AESI, Gregory M. Shepard, Form 4, Insider Transaction, Forward Sale Contract, Prepaid Variable Share, Beneficial Ownership, Stock Pledge, Equity Derivatives