SCHEDULE: Atlas Energy Shareholder Enters Variable Forward Sale

A significant Atlas Energy Solutions Inc. shareholder, Gregory M. Shepard, entered a prepaid variable share forward sale transaction for 850,000 common shares.

Summary

• Gregory M. Shepard, a beneficial owner of Atlas Energy Solutions Inc. common stock, entered into a multi-tranche, prepaid variable share forward sale transaction on December 15, 2025.
• The agreement involves an aggregate of 850,000 shares of common stock with UBS SECURITIES LLC, UBS FINANCIAL SERVICES INC., and UBS AG, STAMFORD BRANCH.
• Mr. Shepard received a cash payment of $7,036,804 from the transaction.
• He pledged 850,000 shares of Common Stock to secure his obligations under the agreement, retaining voting and ordinary dividend rights during the pledge term.
• The transaction has maturity dates between January 11-25, 2027, with each date representing a tranche.
• The number of shares (or equivalent cash) to be delivered at maturity depends on the Common Stock's closing price (Settlement Price) relative to a Cap Level of $11.90 and a Floor Level of $8.63.
• Mr. Shepard beneficially owns 7,651,210 shares, representing 6.19% of the class, based on 123,691,077 outstanding shares as of September 30, 2025.

Sentiment

Score: 5

Explanation: Neutral. This filing details a personal financing transaction by a significant shareholder. It provides liquidity to the shareholder but does not offer new insights into the company's operational performance or strategic direction, nor does it inherently signal a positive or negative outlook for the company itself.

Positives

• The reporting person, Gregory M. Shepard, received a cash payment of $7,036,804, providing immediate liquidity.
• Mr. Shepard retains voting and ordinary dividend rights for the pledged shares during the term of the pledge.

Negatives

• 850,000 shares of Common Stock are pledged, limiting Mr. Shepard's immediate flexibility with these shares.
• The future delivery obligation is variable, meaning Mr. Shepard may have to deliver more shares or an equivalent amount of cash depending on the stock's performance relative to the Cap and Floor Levels.

Risks

• The primary risk for the reporting person is the variability of the share delivery obligation, which is tied to the future market price of Atlas Energy Solutions Inc. common stock.
• If the Settlement Price is equal to or less than the Floor Level ($8.63), Mr. Shepard will deliver one share for each share in the tranche.
• If the Settlement Price is between the Floor Level ($8.63) and the Cap Level ($11.90), Mr. Shepard will deliver a ratio of shares equal to the Floor Level divided by the Settlement Price.
• If the Settlement Price is equal to or greater than the Cap Level ($11.90), Mr. Shepard will deliver a ratio of shares based on a formula involving the Floor Level, Cap Level, and Settlement Price.

Future Outlook

The transaction obligates Gregory M. Shepard to deliver shares or an equivalent amount of cash to UBS between January 11-25, 2027, based on the future market price of Atlas Energy Solutions Inc. common stock relative to predefined Cap and Floor Levels.

Industry Context

This filing details a specific financing transaction undertaken by a significant individual shareholder of Atlas Energy Solutions Inc. It reflects a personal liquidity strategy rather than a direct operational or strategic development of the company itself. Such transactions are common among large shareholders seeking to monetize a portion of their holdings while retaining some upside potential or managing risk.

Stakeholder Impact

• Shareholders: The transaction involves pledging 850,000 shares, which could eventually lead to their sale by UBS or delivery by Mr. Shepard, potentially impacting market supply. However, Mr. Shepard retains voting rights during the pledge term.
• Gregory M. Shepard (Reporting Person): Gains immediate liquidity of over $7 million but incurs a future obligation to deliver shares or cash, with the exact amount dependent on the stock's performance.

Next Steps

• Gregory M. Shepard is obligated to deliver shares of unrestricted stock (or an equivalent amount of cash) to UBS SECURITIES LLC and UBS FINANCIAL SERVICES INC. on the first business day immediately following the maturity date for each tranche, between January 11-25, 2027.

Key Dates

Recommendation

This filing primarily details a personal financing transaction by a significant beneficial owner, Gregory M. Shepard, involving a prepaid variable share forward sale. It does not provide new information regarding Atlas Energy Solutions Inc.'s operational performance, financial health, or strategic direction. Therefore, it does not present a basis for altering an investment recommendation for the company's stock. The shareholder's action is a personal liquidity strategy and does not directly reflect on the company's intrinsic value or future prospects.

Keywords

Atlas Energy Solutions, Gregory M. Shepard, Schedule 13D, Common Stock, Share Forward Sale, Prepaid Variable Share, Beneficial Ownership, UBS, Pledged Shares, Equity Financing