SCHEDULE: Atlas Energy Solutions: Insider Ownership & Shareholder Forward Sales

This filing details updated beneficial ownership for key insiders and significant forward sale transactions by a major shareholder of Atlas Energy Solutions Inc.

Summary

• Ben M. Brigham and related entities beneficially own 44,325,294 shares, representing 35.8% of Atlas Energy Solutions Inc. common stock, based on 123,982,170 shares outstanding as of October 30, 2025.
• Gregory M. Shephard engaged in three multi-tranche prepaid variable share forward sale transactions with UBS in December 2025, totaling 1,700,000 shares of Common Stock.
• These forward sales involve pledging 3,015,410 shares as collateral, with settlement dates ranging from January 2027 to January 2028.
• Shephard retains voting and ordinary dividend rights for the pledged shares during the term of the pledge.
• Several insiders, including Bud Brigham and 3 Dog Interests, LP, made open market purchases of common stock between February and May 2025.
• Chris Scholla sold 52,150 shares on the open market in November 2025 at an average price of $8.82 per share.
• The Issuer withheld shares from various individuals upon restricted stock unit vesting to satisfy tax obligations throughout 2025, with prices ranging from $11.65 to $18.09 per share.

Sentiment

Score: 6

Explanation: The significant insider ownership and recent open market purchases by key individuals are positive indicators of confidence. However, the substantial forward sale transactions by another major shareholder introduce future selling pressure and complexity, balancing the overall sentiment to a moderately positive outlook.

Positives

• Ben M. Brigham and related entities maintain a significant beneficial ownership stake of 35.8%, indicating strong insider alignment with shareholder interests.
• Bud Brigham, a key insider, made open market purchases totaling 39,156 shares in May 2025 at average prices between $13.32 and $13.38, signaling confidence in the company's valuation.
• 3 Dog Interests, LP also purchased 7,980 shares in May 2025 at an average price of $12.52, further demonstrating insider buying activity.
• Gregory M. Shephard purchased 32,155 shares in February 2025 at $19.04 per share, prior to his forward sale agreements.

Negatives

• Chris Scholla sold 52,150 shares on the open market in November 2025 at an average price of $8.82 per share, which could be perceived as a negative signal.
• Gregory M. Shephard's forward sale transactions, while a personal financing strategy, represent a commitment to sell a significant block of 1,700,000 shares in the future, potentially creating an overhang on the stock.

Risks

• Price Volatility Risk: The settlement terms of Gregory M. Shephard's forward sale transactions expose him to price risk, as the number of shares or cash delivered depends on the stock price at maturity relative to specified cap and floor levels.
• Share Overhang: The future delivery of 1,700,000 shares from the forward sale transactions could create a perception of future selling pressure on the stock, potentially impacting market sentiment.
• Counterparty Risk: Gregory M. Shephard is exposed to the credit risk of UBS in these forward sale agreements.
• Dilution Risk (Implicit): The withholding of shares by the Issuer for tax obligations upon RSU vesting, while standard, effectively reduces the number of shares held by employees, which can be seen as a form of 'selling' by employees.

Future Outlook

Gregory M. Shephard has entered into forward sale transactions for a total of 1,700,000 shares with maturity dates extending into January 2027 and January 2028. These agreements commit him to deliver shares or an equivalent amount of cash based on the stock's performance relative to specified price levels at settlement.

Industry Context

This filing primarily focuses on changes in beneficial ownership and specific financial arrangements of a major shareholder, rather than broader industry trends. The transactions reflect individual shareholder strategies for managing their equity positions in Atlas Energy Solutions Inc.

Corporate Governance

Related Party Transactions

• Ben M. Brigham's beneficial ownership includes shares held directly by Anne and Bud Oil & Gas Unvested LLC, Anne and Bud Oil & Gas Vested LLC, and Brigham Children's Family LP, entities where he serves as manager or co-manager, indicating related party holdings.

Stakeholder Impact

• Shareholders: The significant insider ownership by Ben M. Brigham and related entities may instill confidence in the company's long-term prospects. However, Gregory M. Shephard's forward sales could create a perception of future selling pressure, potentially impacting share price.
• Employees: The withholding of shares for tax obligations upon RSU vesting is a standard practice and has no unusual impact on employees beyond the normal course of equity compensation.

Next Steps

• Settlement of Gregory M. Shephard's forward sale transactions between January 2027 and January 2028, which will involve the delivery of shares or cash to UBS.

Key Dates

Recommendation

While strong insider ownership and recent open market purchases by Bud Brigham are positive indicators of confidence, the substantial forward sale transactions by Gregory M. Shephard introduce future uncertainty and potential selling pressure on the stock. The mixed signals from these insider activities warrant a 'hold' recommendation, advising investors to monitor the stock's performance and the eventual settlement of the forward contracts for clearer direction.

Keywords

Atlas Energy Solutions, AESI, Schedule 13D, beneficial ownership, insider trading, stock purchases, stock sales, forward sale, prepaid variable share forward, restricted stock units, RSU vesting, shareholder agreement, Ben M. Brigham, Gregory M. Shephard, UBS