SCHEDULE: Shepard Enters Forward Sale for Atlas Energy Shares

Gregory M. Shepard, a significant shareholder in Atlas Energy Solutions Inc., entered into a prepaid variable share forward sale transaction involving 425,000 shares of common stock.

Summary

• Gregory M. Shepard, a beneficial owner of Atlas Energy Solutions Inc. common stock, reported an aggregate beneficial ownership of 7,651,210 shares, representing 6.19% of the class.
• On December 24, 2025, Shepard entered into a multi-tranche, prepaid variable share forward sale transaction (the "Agreement") with UBS SECURITIES LLC, UBS FINANCIAL SERVICES INC., and UBS AG, STAMFORD BRANCH ("Buyer").
• The Agreement involves an aggregate of 425,000 shares of Atlas Energy Solutions Inc. common stock.
• Shepard received a cash payment of $3,180,591 from the transaction.
• The transaction maturity dates are scheduled for January 18-21, 2028, with each date representing a tranche.
• Shepard pledged 425,000 shares of Common Stock (the "Pledged Shares") to secure obligations under the Agreement.
• Shepard retains voting and ordinary dividend rights in the Pledged Shares during the term of the pledge.
• Settlement on maturity dates will involve delivery of unrestricted shares (or cash equivalent at Shepard's election) based on the Common Stock's closing price relative to a Cap Level of $11.90 and a Floor Level of $8.08.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative. While the transaction provides liquidity to a significant shareholder, it also indicates a reduction in direct equity exposure, which can be perceived as a less bullish signal for the company's stock. However, it's a structured transaction rather than an outright sale, mitigating immediate negative impact.

Positives

• The Reporting Person, Gregory M. Shepard, received an immediate cash payment of $3,180,591, monetizing a portion of his holdings.
• Shepard retains voting and ordinary dividend rights for the pledged shares during the term of the pledge, maintaining influence and income from those shares.

Negatives

• The transaction represents a reduction in Gregory M. Shepard's direct equity exposure to Atlas Energy Solutions Inc. over time.
• Potential for future share delivery could increase the public float, depending on settlement terms and market conditions at maturity.

Risks

• The Reporting Person is exposed to market price risk, as the number of shares (or cash equivalent) to be delivered at maturity depends on the Common Stock's closing price relative to the Cap Level ($11.90) and Floor Level ($8.08).
• If the Settlement Price is below the Floor Level ($8.08), the Reporting Person must deliver one share for each share in the tranche, potentially resulting in a lower effective sale price than the initial cash received per share.
• If the Settlement Price is above the Cap Level ($11.90), the Reporting Person's upside participation is limited by the formula, potentially reducing the benefit from significant stock price appreciation.

Future Outlook

The transaction establishes future obligations for Gregory M. Shepard to deliver shares (or cash equivalent) to UBS between January 18-21, 2028, based on the stock's performance relative to specified price levels.

Industry Context

This filing details a specific financial transaction undertaken by a significant individual shareholder and does not directly reflect broader industry trends or competitive dynamics for Atlas Energy Solutions Inc. It is a personal portfolio management decision.

Related Party Transactions

• Gregory M. Shepard, a significant beneficial owner of Atlas Energy Solutions Inc. common stock, entered into a prepaid variable share forward sale transaction with UBS entities.

Stakeholder Impact

• Shareholders: The transaction could lead to future share delivery, potentially impacting the public float and market dynamics, although the immediate impact is limited as shares are pledged rather than sold outright.
• Gregory M. Shepard: Receives immediate liquidity but faces market price risk regarding the final settlement value and share delivery obligations.

Next Steps

• Settlement of the multi-tranche forward sale transaction between January 18-21, 2028, based on the agreed-upon terms and market prices at that time.

Key Dates

Keywords

Atlas Energy Solutions Inc., Gregory M. Shepard, Schedule 13D, Beneficial Ownership, Forward Sale, Equity Derivatives, Shareholder Transaction, Common Stock, UBS