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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Atlas Energy Solutions Inc. (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
642045108 (CUSIP Number) |
Douglas E. McWilliams 200 West 6th Street, Suite 2500, Austin, TX, 78701 (512) 542-8400 Thomas G. Zentner 200 West 6th Street, Suite 2500, Austin, TX, 78701 (512) 542-8400 Vinson & Elkins L.L.P. 200 West 6th Street, Suite 2500, Austin, TX, 78701 (512) 542-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 642045108 |
| 1 |
Name of reporting person
Ben M. Brigham | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
44,325,294.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 7 and 9
Reported shares of Common Stock are held directly by Mr. Brigham.
Row 8 and 11
Includes (a) 2,518,721 shares of Common Stock held directly by Anne and Bud Unvested, (b) 10,526,880 shares of Common Stock held directly by Anne and Bud Vested and (c) 1,564,346 shares of Common Stock held directly by Brigham Children's LP. Mr. Brigham is the manager of Anne and Bud Unvested, the manager of Anne and Bud Vested and the co-manager of BCFP GP, which is the general partner of Brigham Children's LP. Therefore, Mr. Brigham may be deemed to share the right to direct the voting or disposition of the shares directly held by Anne and Bud Unvested, Anne and Bud Vested and Brigham Children's LP. Mr. Brigham disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. Additionally, as a result of the Amended and Restated Stockholders' Agreement (the "A&R Stockholders' Agreement") described in Item 5 below, Mr. Brigham may be deemed to have shared voting power with respect to an additional 29,088,562 shares of Common Stock with respect to the matters covered by the A&R Stockholders' Agreement.
Row 13
This calculation is based on a total of 123,982,170 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in the Quarterly Report.
SCHEDULE 13D
|
| CUSIP No. | 642045108 |
| 1 |
Name of reporting person
Anne and Bud Oil & Gas Unvested LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,518,721.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 8, 10 and 11
Reported shares of common stock of the Issuer, par value $0.01 per share ("Common Stock"), are held directly by Anne and Bud Oil & Gas Unvested LLC ("Anne and Bud Unvested"). Ben M. Brigham is the manager of Anne and Bud Unvested and may, therefore, be deemed to beneficially own the shares that are reported as beneficially owned by Anne and Bud Unvested.
Row 13
This calculation is based on a total of 123,982,170 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the "Quarterly Report"), filed with the U.S. Securities and Exchange Commission (the "SEC") on November 4, 2025.
SCHEDULE 13D
|
| CUSIP No. | 642045108 |
| 1 |
Name of reporting person
Anne and Bud Oil & Gas Vested LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,526,880.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 8, 10 and 11
Reported shares of Common Stock are held directly by Anne and Bud Oil & Gas Vested LLC ("Anne and Bud Vested"). Ben M. Brigham is the manager of Anne and Bud Vested and may, therefore, be deemed to beneficially own the shares that are reported as beneficially owned by Anne and Bud Vested.
Row 13
This calculation is based on a total of 123,982,170 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in the Quarterly Report.
SCHEDULE 13D
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| CUSIP No. | 642045108 |
| 1 |
Name of reporting person
Brigham Children's Family LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,564,346.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 8, 10 and 11
Reported shares of Common Stock are held directly by Brigham Children's Family LP ("Brigham Children's LP"). Mr. Brigham is the co-manager of BCFP GP, LLC ("BCFP GP"), which is the general partner of Brigham Children's LP. Therefore, each of Mr. Brigham and BCFP GP may be deemed to beneficially own the shares that are reported as beneficially owned by Brigham Children's LP.
Row 13
This calculation is based on a total of 123,982,170 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in the Quarterly Report.
SCHEDULE 13D
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| CUSIP No. | 642045108 |
| 1 |
Name of reporting person
BCFP GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,564,346.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 8, 10 and 11
Reported shares of Common Stock are held directly by Brigham Children's LP. Mr. Brigham is the co-manager of BCFP GP, which is the general partner of Brigham Children's LP. Therefore, each of Mr. Brigham and BCFP GP may be deemed to beneficially own the shares that are reported as beneficially owned by Brigham Children's LP.
Row 13
This calculation is based on a total of 123,982,170 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in the Quarterly Report.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 | |
| (b) | Name of Issuer:
Atlas Energy Solutions Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5918 W. Courtyard Drive, Suite 500, Austin,
TEXAS
, 78730. | |
Item 1 Comment:
This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D (the "Original 13D") filed with the Securities and Exchange Commission (the "SEC") on October 12, 2023 by and on behalf of Anne and Bud Oil & Gas Vested LLC ("Anne and Bud Vested"), Brigham Children's Family LP ("Brigham Children's LP"), BCFP GP, LLC ("BCFP GP") and Ben M. Brigham (each, a "Reporting Person") with respect to the Common Stock, par value $0.01 per share ("Common Stock"), of Atlas Energy Solutions Inc., a Delaware corporation (f/k/a New Atlas HoldCo Inc.) (the "Issuer"), Amendment No. 1 ("Amendment No. 1") thereto filed on October 26, 2023, Amendment No. 2 ("Amendment No. 2") thereto filed on November 1, 2023, Amendment No. 3 ("Amendment No. 3") thereto filed on February 5, 2025, and Amendment No. 4 thereto filed on December 29, 2025 ("Amendment No. 4") (as amended, the "Schedule 13D"). | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of Schedule 13D is hereby amended to insert the following as new final paragraph therein:
Based solely on a Schedule 13D/A and Form 4 filed by Gregory M. Shephard with the SEC on January 2, 2026, Mr. Shephard entered into a multi-tranche, prepaid variable share forward sale transaction on December 31, 2025, pursuant to a Stock Purchase Agreement (the "Agreement") among Mr. Shephard and UBS SECURITIES LLC and UBS FINANCIAL SERVICES INC., each as agents and UBS AG, STAMFORD BRANCH ("Buyer") relating to an aggregate of 532,500 shares of Common Stock and obligating Mr. Shephard to deliver to the Buyer up to an aggregate of 532,500 shares of Common Stock (or, at Mr. Shephard's election, under certain circumstances, an equivalent amount of cash) to settle each tranche of the Agreement. The transaction maturity dates are January 8-22, 2029, with each maturity date representing a tranche. Pursuant to a Pledge Agreement, Mr. Shephard pledged 532,500 shares of Common Stock (the "Pledged Shares") to secure his obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if Mr. Shephard settles the Agreement in cash). Under the Agreement, on the first business day immediately following the maturity date for each tranche, Mr. Shephard 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 the 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). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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