4//SEC Filing
SHEPARD GREGORY M 4
Accession 0001104659-26-000192
CIK 0001984060other
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 4:01 PM ET
Size
8.8 KB
Accession
0001104659-26-000192
Insider Transaction Report
Form 4
SHEPARD GREGORY M
Other
Transactions
- OtherSwap
Forward Sale Contract (obligation to sell)
2025-12-31+1→ 1 total→ Common Stock (532,500 underlying)
Footnotes (3)
- [F1]On December 31, 2025, the Reporting Person entered into a multi-tranche, prepaid variable share forward sale transaction pursuant to a Stock Purchase Agreement (the "Agreement") entered into among the Reporting Person and an unaffiliated third party (the "Buyer") relating to an aggregate of 532,500 shares of common stock of the Issuer, par value $0.01 per share ("Common Stock") and obligating the Reporting Person to deliver to the Buyer up to an aggregate of 532,500 shares of Common Stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle all tranches under the Agreement. The Reporting Person received a cash payment of $3,870,294. The Transaction maturity dates are January 18-22, 2029 with each maturity date representing a tranche.
- [F2]Pursuant to a Pledge Agreement, the Reporting Person pledged 532,500 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the Reporting Person settles the Agreement in cash).
- [F3]Under the Agreement, on the first business day immediately following the maturity date for each tranche, the Reporting Person agrees to deliver to Buyer a number of shares of unrestricted stock (or an equivalent amount of cash, if cash settled) equal to the product of (A) the number of shares in such tranche and (B) (i)if closing price per share of Common Stock on the maturity date (the "Settlement Price") is less than $12.72 ("Cap Level") but greater than $8.14 ("Floor Level"), a ratio equal to the Floor Level divided by the Settlement Price, (ii) if the Settlement Price is equal to or greater than the Cap Level, a ratio equal to a fraction with a numerator equal to the sum of (1) the Floor Level and (2) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less than the Floor Level, one (1).
Documents
Issuer
Atlas Energy Solutions Inc.
CIK 0001984060
Entity typeother
Related Parties
1- filerCIK 0001065833
Filing Metadata
- Form type
- 4
- Filed
- Jan 1, 7:00 PM ET
- Accepted
- Jan 2, 4:01 PM ET
- Size
- 8.8 KB