SCHEDULE: Atlas Energy Solutions: Brigham Ownership & Shephard Share Deal
Beneficial Ownership Amendment
An amendment to Schedule 13D details updated beneficial ownership for Ben M. Brigham and discloses a significant prepaid variable share forward sale transaction by Gregory M. Shephard.
Summary
- Ben M. Brigham, directly and through affiliated entities, beneficially owns an aggregate of 44,325,294 shares of Atlas Energy Solutions Inc. Common Stock, representing 35.8% of the class outstanding.
- This ownership includes 572,397 shares with sole voting and dispositive power, and 43,698,509 shares with shared voting power.
- The shared voting power includes shares held by Anne and Bud Oil & Gas Unvested LLC (2,518,721 shares), Anne and Bud Oil & Gas Vested LLC (10,526,880 shares), and Brigham Children's Family LP (1,564,346 shares).
- An additional 29,088,562 shares are subject to shared voting power due to the Amended and Restated Stockholders' Agreement.
- The beneficial ownership calculation is based on 123,982,170 shares of Common Stock outstanding as of October 30, 2025.
- Gregory M. Shephard entered into a multi-tranche, prepaid variable share forward sale transaction on December 31, 2025, involving 532,500 shares of Common Stock with UBS SECURITIES LLC, UBS FINANCIAL SERVICES INC., and UBS AG, STAMFORD BRANCH.
- Mr. Shephard pledged 532,500 shares to secure his obligations under this agreement but retains voting and ordinary dividend rights.
- The transaction obligates Mr. Shephard to deliver up to 532,500 shares (or cash equivalent) to the buyer, with maturity dates between January 8-22, 2029.
Sentiment
Score: 5
Explanation: The filing is primarily an informational update on beneficial ownership and a shareholder's personal hedging transaction, which does not inherently convey positive or negative sentiment regarding the company's operational performance or strategic direction.
Future Outlook
Gregory M. Shephard's prepaid variable share forward sale transaction has maturity dates spanning January 8-22, 2029, indicating a future obligation to deliver shares or cash based on the stock's performance relative to specified price levels.
Industry Context
This filing primarily concerns changes in beneficial ownership and a personal hedging transaction by a significant shareholder, rather than broader industry trends. It reflects individual investment strategies within the energy sector, specifically for a company involved in proppant solutions.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Disclosure of Existing Agreement Impact | The Amended and Restated Stockholders' Agreement impacts Ben M. Brigham's shared voting power over an additional 29,088,562 shares of Common Stock. | NA | This agreement consolidates voting influence for certain matters, affecting corporate control dynamics among significant shareholders. |
Stakeholder Impact
- Shareholders: Provides updated information on the beneficial ownership structure of a significant shareholder (Ben M. Brigham) and discloses a hedging transaction by another key individual (Gregory M. Shephard), which could influence market perception of insider sentiment and future share availability.
Next Steps
- Gregory M. Shephard is obligated to deliver shares or cash to UBS between January 8-22, 2029, based on the terms of the forward sale transaction.
Key Dates
| Date | Description |
|---|---|
| 2023-10-12 | Original Schedule 13D filed with the SEC. |
| 2023-10-26 | Amendment No. 1 to Schedule 13D filed. |
| 2023-11-01 | Amendment No. 2 to Schedule 13D filed. |
| 2025-02-05 | Amendment No. 3 to Schedule 13D filed. |
| 2025-10-30 | Date as of which 123,982,170 shares of Common Stock were outstanding, used for ownership percentage calculation. |
| 2025-11-04 | Date the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2025, was filed. |
| 2025-12-29 | Amendment No. 4 to Schedule 13D filed. |
| 2025-12-31 | Date of event requiring this filing; Gregory M. Shephard entered into a multi-tranche, prepaid variable share forward sale transaction. |
| 2026-01-02 | Date Gregory M. Shephard filed a Schedule 13D/A and Form 4 with the SEC regarding his transaction. |
| 2026-01-06 | Date this Amendment No. 5 to Schedule 13D was signed. |
| 2029-01-08 | Earliest maturity date for a tranche of Gregory M. Shephard's forward sale transaction. |
| 2029-01-22 | Latest maturity date for a tranche of Gregory M. Shephard's forward sale transaction. |
Keywords
Atlas Energy Solutions, Schedule 13D, Beneficial Ownership, Common Stock, Shareholder Agreement, Forward Sale Transaction, SEC Filing, Equity, Investment
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