Rogers Douglas G 4/A

What Happened
Douglas G. Rogers, a director of Atlas Energy Solutions Inc. (AESI), had 6,866 shares of common stock issued to him upon the vesting of restricted stock units (RSUs). Those shares were transferred to The Sealy & Smith Foundation on March 20, 2025 for no consideration (reported price $0.00, proceeds $0). The RSUs were awarded March 13, 2024 and vested March 13, 2025 under AESI’s 2023 Long Term Incentive Plan.

Key Details

• Transaction date: March 20, 2025; transaction type: transfer on vesting (reported as disposition), price $0.00, total proceeds $0.
• Shares involved: 6,866 shares transferred upon vesting of RSUs.
• Shares owned after transaction: Reporting person disclaims beneficial ownership of transferred shares; the amended filing also discloses beneficial ownership of 12,536 shares underlying RSUs granted March 13, 2025 (these are reported as underlying RSUs, not vested shares).
• Notable footnotes: Transfer required by an Outside Compensation Agreement (dated Nov. 15, 2023) that mandates all director compensation from AESI be transferred to the Foundation; transfers are for no consideration.
• Filing status: This is an amended Form 4 filed March 6, 2026 correcting prior reporting (an earlier Form 4 filed May 16, 2025 inadvertently failed to report certain beneficial ownership). The amendment and timing indicate a late correction to earlier disclosures.
• Remark: Reporting person listed as member of a 10% owner group and disclaims beneficial ownership except to the extent of any pecuniary interest.

Context
This was not an open‑market sale — the shares were vested RSUs transferred to a charitable foundation under a pre‑existing outside compensation agreement, so no cash changed hands. Such transfers reflect compliance with compensation arrangements rather than a trading signal about the insider’s view of the company. The amended filing primarily updates and corrects prior disclosure about RSU-related beneficial ownership.