What changed in Atlas Energy Solutions Inc.'s 2025 10-K compared to 2024?

Across the narrative sections we track, Atlas Energy Solutions Inc. (AESI) added 959 paragraphs, removed 811, and edited 632 between the 2024 and 2025 10-K filings. The biggest movers are Item 1C. Cybersecurity (+755/−616), Item 1A. Risk Factors (+204/−195).

Did Atlas Energy Solutions Inc. add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 204 new/edited paragraphs and 195 removed paragraphs versus the 2024 10-K.

Did Atlas Energy Solutions Inc. update its Cybersecurity disclosure (Item 1C) in 2025?

Item 1C Cybersecurity has 755 paragraph-level changes between the 2024 and 2025 filings.

Where does this AESI 10-K diff come from?

The source filings are Atlas Energy Solutions Inc.'s official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Atlas Energy Solutions Inc.'s 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of Atlas Energy Solutions Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+959 added−811 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

134 edited+70 added−61 removed294 unchanged

2024 filing

2025 filing

Biggest changeIndustry conditions are influenced by numerous factors over which we have no control, including: • expected economic returns to E&P companies from new well completions; • domestic and foreign economic conditions and supply of and demand for oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas; • the level of global oil and natural gas E&P and inventories; • federal, state and local regulation of hydraulic fracturing and E&P activities; • United States federal, tribal, state and local and non-United States governmental laws, regulations and taxes, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; • changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements; • volatility in political, legal and regulatory environments in connection with the U.S. presidential transition; • changes in the transportation industry that services our business, including the price and availability of transportation; • political and economic conditions in oil and natural gas producing countries, including uncertainty or instability resulting from civil unrest, terrorism or war, such as the current conflicts between Russia and Ukraine, Israel and Hamas and other instability in the Middle East, including from the Houthi rebels in Yemen; • actions by members of OPEC+ with respect to oil production levels and announcements of potential changes in such levels, including the failure of such countries to comply with supply limitation and production cuts; • global or national health epidemics, such as the COVID-19 pandemic; • political or civil unrest in the United States or elsewhere; • worldwide political, military and economic conditions; • stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of oil and natural gas; • advances in exploration, development and production technologies or in technologies affecting energy consumption; and • the potential acceleration of development of alternative fuels, and the impact of related energy supply and conservation policies and regulations by governmental authorities. 20 Decreased demand for proppant or the development of technically- and cost-effective alternative proppants or new processes to replace hydraulic fracturing would negatively impact our business.

Biggest changeA continued or renewed economic downturn in one or more of the industries that we serve, or in the worldwide economy, could cause actual results of operations to differ materially from historical and expected results. 20 Industry conditions are influenced by numerous factors over which we have no control, including: • expected economic returns to E&P companies from new well completions; • domestic and foreign economic conditions and supply of and demand for oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas; • the level of global oil and natural gas E&P and inventories; • federal, state and local regulation of hydraulic fracturing and E&P activities; • United States federal, tribal, state and local and non-United States governmental laws, regulations and taxes, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; • changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements; • volatility in political, legal and regulatory environments in the U.S. and other countries involved in global energy markets; • changes in the transportation industry that services our business, including the price and availability of transportation; • political and economic conditions in oil and natural gas producing countries, including uncertainty or instability resulting from civil unrest, terrorism or war, such as the current conflicts between Russia and Ukraine, the Israel-Hamas war, the Israel-Iran conflict , recent events in Venezuela, and other instability in the Middle East; • actions by members of OPEC+ with respect to oil production levels and announcements of potential changes in such levels, including the failure of such countries to comply with supply limitation and production cuts; • global or national health epidemics, such as the COVID-19 pandemic; • political or civil unrest in the United States or elsewhere; • worldwide political, military and economic conditions; • stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of oil and natural gas; • advances in exploration, development and production technologies or in technologies affecting energy consumption; and • the potential acceleration of development of alternative fuels, and the impact of related energy supply and conservation policies and regulations by governmental authorities.

The sales cycle for our power systems, from initial contact with potential customers to the commencement of field delivery, may be lengthy. Customers generally consider a wide range of solutions before making a decision to rent or to purchase power systems.

Such transactions would also involve risks, and we cannot ensure that: • any acquisitions we attempt will be completed on the terms announced, or at all; • any acquisitions would result in an increase in income or provide an adequate return of capital or other anticipated benefits; • any acquisitions would be successfully integrated into our operations and internal controls, including those related to financial reporting, disclosure and cyber and information security; • the due diligence conducted prior to an acquisition would uncover situations that could result in financial or legal exposure, or that we will appropriately quantify the exposure from known risks; • any disposition would not result in decreased earnings, revenue, or cash flow; 29 • use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses; or • any dispositions, investments, or acquisitions, including integration efforts, would not divert management resources to our detriment.

Such transactions would also involve risks, and we cannot ensure that: • any acquisitions we attempt will be completed on the terms announced, or at all; • any acquisitions would result in an increase in income or provide an adequate return of capital or other anticipated benefits; • any acquisitions would be successfully integrated into our operations and internal controls, including those related to financial reporting, disclosure and cyber and information security; • the due diligence conducted prior to an acquisition would uncover situations that could result in financial or legal exposure, or that we will appropriately quantify the exposure from known risks; • any disposition would not result in decreased earnings, revenue, or cash flow; • use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses; or • any dispositions, investments, or acquisitions, including integration efforts, would not divert management resources to our detriment.

Any of the risks described above could have an adverse effect on our business, financial condition, results of operations and cash flow. An increase in the supply of proppant having similar characteristics as the proppant we produce could make it more difficult for us to renew or replace our existing contracts on favorable terms, or at all.

Any of the risks described above could have an adverse effect on our business, financial condition, results of operations and cash flow. 30 An increase in the supply of proppant having similar characteristics as the proppant we produce could make it more difficult for us to renew or replace our existing contracts on favorable terms, or at all.

The impact of future health crises, pandemics and epidemics and responsive measures could adversely affect our business in a number of ways, any of which could have a material adverse effect on us. 44 Our business and operations could suffer in the event of cybersecurity breaches, information and operational technology system failures, network disruptions or other cyber-security risks.

The impact of future health crises, pandemics and epidemics and responsive measures could adversely affect our business in a number of ways, any of which could have a material adverse effect on us. Our business and operations could suffer in the event of cybersecurity breaches, information and operational technology system failures, network disruptions or other cyber-security risks.

Any significant failure or deterioration of our quality control systems could have an adverse effect on our business, financial condition, results of operations and reputation. 22 Given the nature of our proppant production operations, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and operational breakdowns.

Any significant failure or deterioration of our quality control systems could have an adverse effect on our business, financial condition, results of operations and reputation. Given the nature of our proppant production operations, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and operational breakdowns.

Our operating locations are regularly inspected by MSHA for compliance with the Mine Act. 41 The DOT and various state agencies exercise broad powers over our trucking services, generally governing matters including authorization to engage in motor carrier service, equipment operation, safety, alcohol and drug testing, and financial reporting.

Our operating locations are regularly inspected by MSHA for compliance with the Mine Act. The DOT and various state agencies exercise broad powers over our trucking services, generally governing matters including authorization to engage in motor carrier service, equipment operation, safety, alcohol and drug testing, and financial reporting.

Specifically, the silica enforcement initiative will include: • Spot inspections at mines with a history of repeated silica overexposures to closely monitor and evaluate health and safety conditions. • Increased oversight and enforcement of known silica hazards at mines with previous citations for exposing miners to silica dust levels over the existing permissible exposure limit of 100 micrograms.

Specifically, the silica enforcement initiative will include: • Spot inspections at mines with a history of repeated silica overexposures to closely monitor and evaluate health and safety conditions. 38 • Increased oversight and enforcement of known silica hazards at mines with previous citations for exposing miners to silica dust levels over the existing permissible exposure limit of 100 micrograms.

Further, competition in the industry is based on customer relationships, reliability of supply, consistency and quality of product, customer service, site location, distribution capability, breadth of product offering, technical support and price. Some of our competitors may have or may develop greater financial, natural and other resources than we have.

Further, competition in the industry is based on customer relationships, reliability of supply, consistency and quality of product, customer service, site location, distribution capability, breadth of product offering, technical support and price. 21 Some of our competitors may have or may develop greater financial, natural and other resources than we have.

We may be unable to generate sufficient cash flow to permit us to pay the principal, premium, if any, and interest on our indebtedness. 45 If our cash flows and capital resources are insufficient to fund debt and other obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure our indebtedness.

We may be unable to generate sufficient cash flow to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund debt and other obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure our indebtedness.

Various federal and state statutes prohibit certain actions that adversely affect endangered or threatened species and their habitat, migratory birds, wetlands, and natural resources. These statutes include the ESA, the MBTA and the CWA. The USFWS may designate critical habitat areas that it believes are necessary for survival of threatened or endangered species.

Various federal and state statutes prohibit certain actions that adversely affect endangered or threatened species and their habitat, migratory birds, wetlands, and natural resources. These statutes include the ESA, the MBTA, the BGEPA and the CWA. The USFWS may designate critical habitat areas that it believes are necessary for survival of threatened or endangered species.

Any renegotiation of our contracts on less favorable terms, or inability to enter into new contracts on economically acceptable terms upon the expiration of our current contracts, could have an adverse effect on our business, financial condition and results of operations. Our business and operations depend on our and our customers’ ability to obtain and maintain necessary permits.

Any renegotiation of our contracts on less favorable terms, or inability to enter into new contracts on economically acceptable terms upon the expiration of our current contracts, could have an adverse effect on our business, financial condition and results of operations. 29 Our business and operations depend on our and our customers’ ability to obtain and maintain necessary permits.

We cannot be certain of the impact of such regulatory, legal and other developments on our business. Our business may suffer if we lose or are unable to attract and retain members of our workforce. We depend to a large extent on the services of our senior management team and other key personnel.

We cannot be certain of the impact of such regulatory, legal and other developments on our business. 27 Our business may suffer if we lose or are unable to attract and retain members of our workforce. We depend to a large extent on the services of our senior management team and other key personnel.

In addition, some environmental laws such as CERCLA, impose strict, retroactive and joint and several liability for the remediation of releases of hazardous substances. 26 Certain of our contracts contain provisions requiring us to deliver minimum amounts of sand-based proppant.

In addition, some environmental laws such as CERCLA, impose strict, retroactive and joint and several liability for the remediation of releases of hazardous substances. Certain of our contracts contain provisions requiring us to deliver minimum amounts of sand-based proppant.

The continued or future occurrence of any of these risks could have an adverse effect on our business, financial condition and results of operations. Our business is subject to the cyclical nature of our customers’ businesses and on the oil and natural gas industry.

Such disruptions could result in our inability to effectively meet the needs of our customers and could result in a material adverse effect on our operations, financial condition or cash flows. 43 Many of our power systems involve long sales cycles.

Such disruptions could result in our inability to effectively meet the needs of our customers and could result in a material adverse effect on our operations, financial condition or cash flows. Many of our power systems involve long sales cycles.

We and our customers are subject to regulations that impose stringent occupational health, safety and labor standards on numerous aspects of our operations. Multiple aspects of our and our customers’ operations are subject to occupational health and safety standards, including our mining operations, our trucking operations, and employee exposure to crystalline silica.

Our business is directly affected by capital spending to explore for, develop and produce oil and natural gas in the United States. The oil and natural gas industry is cyclical and historically has experienced periodic downturns in activity.

Our business is directly affected by capital spending to explore for, develop and produce oil and natural gas and power in the United States. The oil and natural gas industry is cyclical and historically has experienced periodic downturns in activity.

Accordingly, we may receive pressure from certain investors, lenders or other groups to adopt climate or other ESG-related goals or participate in various voluntary frameworks or certification programs intended to improve our ESG profile.

Accordingly, we may receive pressure from certain investors, lenders or other groups to adopt climate or other ESG-related goals or commitments or to participate in various voluntary frameworks or certification programs intended to improve our ESG profile.

Certain Legacy Owners who own, in the aggregate, approximately 31% of the Common Stock, are party to the A&R Registration Rights Agreement, which includes provisions pursuant to which we have agreed, after the expiration of any applicable lock-up period, to register under the U.S. federal securities laws the offer and resale of shares of Common Stock by such Legacy Owners or certain of their respective affiliates or permitted transferees under the A&R Registration Rights Agreement.

Certain Legacy Owners who own, in the aggregate, approximately 36% of the Common Stock, are party to the A&R Registration Rights Agreement, which includes provisions pursuant to which we have agreed, after the expiration of any applicable lock-up period, to register under the U.S. federal securities laws the offer and resale of shares of Common Stock by such Legacy Owners or certain of their respective affiliates or permitted transferees under the A&R Registration Rights Agreement.

In addition to the other risks described in this section, the market price of our Common Stock may fluctuate significantly in response to a number of factors, many of which we cannot control, including: • our operating and financial performance; • quarterly variations in the rate of growth of our financial indicator; • public reaction to our press releases, other public announcements, and filings with the SEC; • announcements by others in or affecting our industry or our customers; • strategic actions by our competitors; • our failure to meet revenue or earnings estimates by research analysts or other investors; • changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts; • inaccurate or unfavorable research or ratings published by industry analysts about our business, or a cessation of coverage of our Company by industry analysts; • speculation in the press or investment community; • the failure of research analysts to cover our Common Stock; • sales of Common Stock by the Company, the Legacy Owners or other stockholders, or the perception that such sales may occur; • changes in accounting principles, policies, guidance, interpretations or standards; • additions or departures of key management personnel; • actions by our stockholders; • general market conditions, including fluctuations in commodity prices, sand-based proppant or industrial and recreational sand-based products; • our acquisition of, investment in or disposition of other businesses; • domestic and international economic, legal and regulatory factors unrelated to our performance; and • the realization of any of the risks described under this “ Risk Factors ” section.

In addition to the other risks described in this section, the market price of our Common Stock may fluctuate significantly in response to a number of factors, many of which we cannot control, including: • our operating and financial performance; • quarterly variations in the rate of growth of our financial indicator; • public reaction to our press releases, other public announcements, and filings with the SEC; • announcements by others in or affecting our industry or our customers; • strategic actions by our competitors; • our failure to meet revenue or earnings estimates by research analysts or other investors; • changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts; 47 • inaccurate or unfavorable research or ratings published by industry analysts about our business, or a cessation of coverage of our Company by industry analysts; • speculation in the press or investment community; • the failure of research analysts to cover our Common Stock; • sales of Common Stock by the Company, the Legacy Owners or other stockholders, or the perception that such sales may occur; • changes in accounting principles, policies, guidance, interpretations or standards; • additions or departures of key management personnel; • actions by our stockholders; • general market conditions, including fluctuations in commodity prices, sand-based proppant or industrial and recreational sand-based products and demand for power generation; • our acquisition of, investment in or disposition of other businesses; • domestic and international economic, legal and regulatory factors unrelated to our performance; and • the realization of any of the risks described under this “ Risk Factors ” section.

Before a customer commits to rent or purchase power systems, they often require a significant technical review, assessment of competitive offerings and approval at a number of management levels within their organization. During the time our customers are evaluating our power solutions offerings, we may incur substantial sales and marketing, engineering, and research and development expenses.

Before a customer commits to rent or purchase power systems, they often require a significant technical review, assessment of competitive offerings and approval at a number of management levels within their organization. During the time our customers are evaluating our distributed power offerings, we may incur substantial sales and marketing, engineering, and research and development expenses.

Moreover, even if we voluntarily elect to pursue climate or ESG goals, we cannot guarantee that we will be able to pursue or implement such goals because of potential costs, technical or operational obstacles, uncertainty in long-term assumptions and expectations or other market or technological developments beyond our control.

Moreover, even if we voluntarily elect to pursue climate or ESG goals or commitments, we cannot guarantee that we will be able to pursue or implement such goals or commitments because of potential costs, technical or operational obstacles, uncertainty and inaccuracies in long-term assumptions and expectations or other market or technological developments beyond our control.

We will need substantial additional capital to operate our business, and the inability to obtain needed capital or financing, on satisfactory terms, or at all, whether due to restrictions in our 2023 ABL Credit Facility, 2025 Term Loan Credit Facility or otherwise, could have an adverse effect on our growth and profitability.

We will need substantial additional capital to operate our business, and the inability to obtain needed capital or financing, on satisfactory terms, or at all, whether due to restrictions in our 2023 ABL Credit Facility, 2025 Term Loan Credit Facility, Lease Documents or otherwise, could have an adverse effect on our growth and profitability.

Additionally, certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve.

Additionally, certain employment or business practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve.

If we violate any of the restrictions or covenants in our 2023 ABL Credit Facility and 2025 Term Loan Credit Facility, a significant portion of our indebtedness may become immediately due and payable and our lenders’ commitment to make further loans to us may terminate.

If we violate any of the restrictions or covenants in our 2023 ABL Credit Facility, 2025 Term Loan Credit Facility or Lease Documents, a significant portion of our indebtedness may become immediately due and payable and our lenders’ commitment to make further loans to us may terminate.

Under our 2023 ABL Credit Facility, including the ABL Amendment, the lenders thereunder provide revolving credit financing to Atlas LLC in an aggregate principal amount of up to $125.0 million with availability thereunder subject to a borrowing base as described in the 2023 ABL Credit Agreement.

Under our 2023 ABL Credit Facility, including the a mendments, the lenders thereunder provide revolving credit financing to Atlas LLC in an aggregate principal amount of up to $125.0 million with availability thereunder subject to a borrowing base as described in the 2023 ABL Credit Agreement.

Our results of operations are significantly affected by the market price of sand-based proppant, which have been historically subject to substantial price fluctuations. Our results of operations and financial conditions are, and will continue to be, particularly sensitive to the long- and short-term changes in the market price of sand-based proppant.

Our results of operations are significantly affected by the market price of sand-based proppant, which has been historically subject to substantial price fluctuations. Our results of operations and financial conditions are, and will continue to be, particularly sensitive to the long- and short-term changes in the market price of sand-based proppant.

If we are unable to satisfy these obligations, or are not able to do so in a manner that is cost effective or attractive to our customers, our business operations may be adversely affected or availability or demand for our products could be significantly affected.

If we are unable to satisfy regulatory obligations, or are not able to do so in a manner that is cost effective or attractive to our customers, our business operations may be adversely affected or availability or demand for our products could be significantly affected.

On February 21, 2025, Atlas LLC entered into a credit agreement (the “2025 Term Loan Credit Agreement”) with Stonebriar, as administrative agent and initial lender, pursuant to which Stonebriar extended Atlas LLC a term loan credit facility comprised of a $540.0 million single advance term loan that was made on February 21, 2025 (the “2025 Term Loan Credit Facility”).

On February 21, 2025, Atlas LLC entered into the 2025 Term Loan Credit Agreement with Stonebriar, as administrative agent and initial lender, pursuant to which Stonebriar extended Atlas LLC the 2025 Term Loan Credit Facility comprised of a $540.0 million single advance term loan that was made on February 21, 2025.

Certain regulators, such as the SEC and various state agencies, as well as non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, emission reduction claims, approaches to accounting for GHG emissions reductions, or other ESG-related goals, or standards were misleading, false, or otherwise deceptive.

Such regulators, as well as non-governmental organizations and other private actors, have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, emission reduction claims, approaches to accounting for GHG emissions reductions, or other ESG-related goals, or standards were misleading, false, or otherwise deceptive.

The likelihood that dividends will be reduced or suspended is increased during periods of prolonged market weakness or uncertainty, such as the economic downturn that resulted from the COVID-19 pandemic and the oil price collapse in 2020. In addition, our ability to pay dividends may be limited by agreements governing our indebtedness now or in the future.

The likelihood that dividends will remain suspended is increased during periods of prolonged market weakness or uncertainty, such as the economic downturn that resulted from the COVID-19 pandemic, the oil price collapse in 2020 and the current oil price environment. In addition, our ability to pay dividends may be limited by agreements governing our indebtedness now or in the future.

Businesses that are perceived to be operating in contrast to investor or stakeholder expectations and standards, which are continuing to evolve, or businesses that are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, access to capital, and/or stock price of such business entity could be materially and adversely affected.

Businesses that are perceived to be operating in contrast to investor or stakeholder expectations and standards, which are continuing to evolve, or businesses that are perceived to have not responded appropriately with respect to ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, access to capital, and/or stock price of such business entity could be materially and adversely affected.

Distributed power solutions in some applications compete with access to the grid. Distributed power solutions are an alternative for customers to consider when grid access is unavailable, costly or delayed. Our distributed power service offering could be affected in the event that large-scale utility projects are completed and the associated transmission and distribution networks are established.

Distributed power solutions are an alternative for customers to consider when grid access is unavailable, costly or delayed. Our distributed power service offering could be affected in the event that large-scale utility projects are completed and the associated transmission and distribution networks are established.

The identification or designation of further previously unprotected species as threatened or endangered in areas where we or our customers operate could cause us to incur increased costs arising from species protection measures or could result in limitations on our customers that result in reduced demand for our services, adversely affecting our results of operations.

The identification or designation of further previously unprotected species as threatened or endangered or re-listing of the lesser prairie-chicken in areas where we or our customers operate could cause us to incur increased costs arising from species protection measures or could result in limitations on our customers that result in reduced demand for our services, adversely affecting our results of operations.

Our future performance will depend on our ability to succeed in competitive markets and on our ability to appropriately react to potential fluctuations in demand for, and supply of, our products and services.

Our future performance in the proppant market will depend on our ability to succeed in competitive markets and on our ability to appropriately react to potential fluctuations in demand for, and supply of, our products and services.

Our newly acquired power solutions segment is dependent on its relationships with key suppliers to obtain equipment for its business. Our power generation business is dependent on a sole key supplier for access to the unique equipment used in the provision of our power solutions offering.

Our distributed power segment is dependent on its relationships with key suppliers to obtain equipment for its business. Our power generation business is dependent on a sole key supplier for access to the unique equipment used in the provision of our distributed power offering.

Recently, market volatility has been high due to the ongoing conflicts between Ukraine and Russia, Israel and Hamas and other instability in the Middle East, including from the Houthi rebels in Yemen , interest rate increases, rising inflation, instability of the banking sector, a softening U.S. economy and other factors.

Recently, market volatility has been high due to the ongoing conflicts between Ukraine and Russia, the Israel-Hamas war, the Israel-Iran conflict, recent events in Venezuela, and other instability in the Middle East, including from the Houthi rebels in Yemen , interest rate increases, rising inflation, instability of the banking sector, a softening U.S. economy and other factors.

In addition, certain organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions.

In addition, certain organizations that provide information, ratings or proxy advisory services to investors on corporate governance and related matters have developed processes for evaluating companies on their approach to ESG matters. Such ratings or recommendations are used by some investors to inform their investment and voting decisions.

All of our product sales are currently generated at facilities in West Texas. Any adverse developments at those facilities could have an adverse effect on our business, financial condition and results of operations.

All of our product revenue is currently generated at facilities in West Texas. Any adverse developments at those facilities could have an adverse effect on our business, financial condition and results of operations.

For example, the ongoing armed conflicts between Russia and Ukraine and Israel and Hamas and the continuation of, and the escalation in the severity of, these conflicts has led to extreme regional instability, caused dramatic fluctuations in global financial markets and has increased the level of global economic uncertainty, including uncertainty about world-wide oil supply and demand, which in turn has caused increased volatility in commodity prices.

For example, the recent events in Venezuela and the ongoing armed conflicts between Russia and Ukraine, unrest in Iran, the continuation of, and the escalation in the severity of, these conflicts has led to extreme regional instability, caused dramatic fluctuations in global financial markets and has increased the level of global economic uncertainty, including uncertainty about world-wide oil supply and demand, which in turn has caused increased volatility in commodity prices.

Federal and state regulatory authorities, including OSHA and MSHA, and analogous state agencies may continue to propose changes in their regulations regarding workplace exposure to crystalline silica, such as permissible exposure limits and required controls and personal protective equipment, and we can provide no assurance that we will be able to comply with any future laws and regulations relating to exposure to crystalline silica that are adopted, or that costs of complying with such future laws and regulations or any costs arising from non-compliance would not have an adverse effect on our operating results by requiring us to modify or cease our operations. 36 In addition, the inhalation of respirable crystalline silica is associated with health risks, including the lung disease silicosis.

In addition, the issuance of any additional equity interests may result in significant dilution to the holders of our Common Stock. Risks Related to Our Organizational Structure and Ownership of the Common Stock We may reduce or suspend our dividend and there is no guarantee that we will repurchase shares of our Common Stock in the future.

In addition, the issuance of any additional equity interests may result in significant dilution to the holders of our Common Stock. Risks Related to Our Organizational Structure and Ownership of the Common Stock We may not resume our dividend program and there is no guarantee that we will repurchase shares of our Common Stock in the future.

All of our product sales are currently derived from our Kermit and Monahans facilities located in Winkler and Ward Counties in Texas and the OnCore distributed mining network located in West Texas .

All of our product revenue is currently derived from our Kermit and Monahans facilities located in Winkler and Ward Counties in Texas and the OnCore distributed mining network located in West Texas .

Although this trend has waned recently, to the extent any of these large institutional investors choose not to invest in our Company on account of their evaluation of our ESG performance or a decision to allocate capital away from the fossil fuel production sector, we may lose investors, our cost of capital may increase, and our stock price may be negatively impacted.

Although this trend has waned recently, to the extent financial institutions choose not to invest in our Company on account of their evaluation of our ESG performance or a decision to allocate capital away from or cease to insure the fossil fuel production sector, we may lose investors, our cost of capital may increase, and our stock price may be negatively impacted.

To the extent changes to or the repeal of the NEPA implementing regulations restrict or limit the ability of our customers to pursue oil and gas operations and development projects in an economical manner or create uncertainty surrounding permitting for these projects, demand for our products and services may be impacted, which could adversely affect our results of operations.

Our autonomous trucking technology is based on an artificial intelligence (“AI”) software platform. Our autonomous proppant-delivery vehicles use a substantial amount of third-party software codes and complex hardware to operate. The development of these advanced technologies is inherently complex, and we coordinate with our technology partner in connection with the design, production and deployment of our autonomous proppant-delivery vehicles.

Our autonomous proppant-delivery vehicles use a substantial amount of third-party software codes and complex hardware to operate. The development of these advanced technologies is inherently complex, and we coordinate with our technology partner in connection with the design, production and deployment of our autonomous proppant-delivery vehicles.

Alternatively, if a court were to find these provisions of the Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

We may be audited periodically by the DOT or the DOL or state agencies to ensure that we are in compliance with these safety, hours-of-service, wage and other rules and regulations, and failure to comply could result in material costs. We are also subject to laws and regulations relating to human exposure to crystalline silica.

Under the final rule, which took effect in June 2024, the uniform permissible exposure limit for respirable crystalline silica is set at 50 micrograms per cubic meter of air and the action level is set at 25 cubic meters of air for all mines.

Under the final rule, which stated that it would take effect in June 2024, the uniform permissible exposure limit for respirable crystalline silica was set at 50 micrograms per cubic meter of air and the action level was set at 25 cubic meters of air for all mines.

Additionally, any failure by us or by our customers to comply with applicable environmental laws and regulations may cause governmental authorities to take actions that could adversely impact our operations and financial condition, including: • assessment of sanctions including administrative, civil or criminal penalties; • denial, modification, or revocation of permits or other authorizations; • occurrence of restrictions, delays or cancellations in permitting or development or performance of projects or operations; • imposition of injunctive obligations or other limitations on our operations, including cessation of operations; and • requirements to perform site investigatory, remedial, or other corrective actions or the incurrence of capital expenditures.

Remedial costs and other damages arising as a result of environmental laws and costs associated with changes in environmental laws and regulations could be significant and have an adverse effect on our liquidity, results of operations and financial condition. 40 Additionally, any failure by us or by our customers to comply with applicable environmental laws and regulations may cause governmental authorities to take actions that could adversely impact our operations and financial condition, including: • assessment of sanctions including administrative, civil or criminal penalties; • denial, modification, or revocation of permits or other authorizations; • occurrence of restrictions, delays or cancellations in permitting or development or performance of projects or operations; • imposition of injunctive obligations or other limitations on our operations, including cessation of operations; and • requirements to perform site investigatory, remedial, or other corrective actions or the incurrence of capital expenditures.

We depend on a few customers for a significant portion of our power solutions segment revenues, and the loss of one or more significant customers could affect our ability to maintain the revenues of our power solutions segment. In 2024, Moser derived more than 10% of its total revenues from a single customer.

We depend on a few customers for a significant portion of our power solutions segment revenues, and the loss of one or more significant customers could affect our ability to maintain the revenues of our power solutions segment. In 2025, our power segment derived more than 30% of its total revenues from two customers.

In particular, subject to the limitations of applicable law, the Charter, among other things: • permits the Principal Stockholders or any member of the Board who is not at the time an officer of the Company or their respective affiliates to conduct business that competes with the Company and to make investments in any kind of property in which the Company may make investments; and • provides that if the Principal Stockholders or any member of the Board who is not at the time an officer of the Company or their respective affiliates becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to the Company . 33 The Principal Stockholders or any member of the Board who is not at the time an officer of the Company, or their respective affiliates, may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case the Company may not become aware of or otherwise have the ability to pursue such opportunity.

As of the date of this filing, we were using $0.2 million for outstanding letters of credit, leaving $124.8 million of borrowing availability under our 2023 ABL Credit Facility. 30 In accordance with the Hi-Crush Merger Agreement, the Company issued the Deferred Cash Consideration Note for an aggregate principle amount of $111.3 million as of December 31, 2024.

As of the date of this filing, we were using $0.3 million for outstanding letters of credit, leaving $67.9 million of borrowing availability under our 2023 ABL Credit Facility. In accordance with the Hi-Crush Merger Agreement, the Company issued the Deferred Cash Consideration Note for an aggregate principal amount of $111.3 million.

The rule also imposes requirements for monitoring and controlling exposure to respirable crystalline silica, requires medical surveillance at certain mines, and updates existing respiratory protection requirements to match industry standards. We could face increased compliance costs as a result of this rule.

The rule also set requirements for monitoring and controlling exposure to respirable crystalline silica, requires medical surveillance at certain mines, and updates existing respiratory protection requirements to match industry standards. We could face increased compliance costs as a result of this rule. However, following legal challenges brought against the rule, the U.S.

If, following our acquisition of Moser, we were to lose this or any of our power solutions segment’s significant customers without finding replacement customers, or if these customers were to change the terms, including pricing terms, on which they buy power solutions from us, it could have a material adverse effect on our business, financial condition, and results of operations.

If we were to lose this or any of our power solutions segment’s significant customers without finding replacement customers, or if these customers were to change the terms, including pricing terms, on which they buy power solutions from us, it could have a material adverse effect on our business, financial condition, and results of operations. 22 Distributed power solutions in some applications compete with access to the grid.

Any material disruption in our information or operational technology systems or systems that affect our business operations, delays or difficulties in implementing or integrating new systems or enhancing current systems, or any vulnerabilities rendering data or systems unusable following any mandated remote work situations, could have an adverse effect on our business and results of operations.

For the years ended December 31, 2024, 2023, and 2022, our average price was approximately $25.26 per ton, $42.63 per ton, and $40.10 per ton, respectively.

For the years ended December 31, 2025, 2024, and 2023, our average price was approximately $21.00 per ton, $25.26 per ton, and $42.63 per ton, respectively.

We operate in a highly competitive market that is characterized by a small number of large, national producers and a larger number of small, regional or local producers.

Our proppant business operates in a highly competitive market that is characterized by a small number of large, national producers and a larger number of small, regional or local producers.

We may also sell additional shares of Common Stock in subsequent offerings. Sales of substantial amounts of our Common Stock in the public market, or the perception that these sales may occur, could cause the market price of our Common Stock to decline.

Sales of substantial amounts of our Common Stock in the public market, or the perception that these sales may occur, could cause the market price of our Common Stock to decline.

On April 10, 2024, BLM finalized a rule to reduce the waste of natural gas from venting, flaring, and leaks during oil and gas production activities on Federal and Native American leases.

On April 10, 2024, BLM finalized a rule to reduce the waste of natural gas from venting, flaring, and leaks during oil and gas production activities on Federal and Native American leases. Various states, including Texas, challenged the rule, and in September 2024, the U.S.

We may not be able to anticipate new laws or regulations governing our use of AI-powered trucking technologies or predict how new laws or regulations will be interpreted for our business and the operation of our vehicles, which could result in adverse effects on our financial condition, reputation, and our operations. 32 Natural disasters and unusual weather conditions could disrupt business and result in operational delays and otherwise have an adverse effect on our business.

The Principal Stockholders collectively own approximately 36% of the Company’s voting stock as of February 21, 2025. As a result, on a combined basis, the Principal Stockholders have considerable influence over matters requiring stockholder approval, including the election of directors, changes to our organizational documents and significant corporate transactions.

As a result, on a combined basis, the Principal Stockholders have considerable influence over matters requiring stockholder approval, including the election of directors, changes to our organizational documents and significant corporate transactions.

Operations on federal lands also face litigation risks. From time to time, legal challenges have been filed relating to federal leasing decisions, such as for failure to adequately assess the impact of any increase of GHG emissions resulting from increased production on federal lands.

From time to time, legal challenges have been filed relating to federal leasing decisions or environmental reviews under NEPA, such as for failure to adequately assess the impact of any increase of GHG emissions resulting from increased production on federal lands.

If transmission to the Dune Express or any of its integrated mining facilities were to be interrupted physically, mechanically or with cyber means, it may hinder our ability to mine, sell or deliver proppant to our customers, satisfy our contractual obligations or otherwise operate or fully realize the expected benefits of the Dune Express.

Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing and the potential for related litigation could result in increased costs, additional operating restrictions or delays for our customers, which could cause a decline in the demand for our proppant and negatively impact our business, results of operations and financial condition.

Any such pending or future claims or inadequacies of our insurance coverage could have a material adverse effect on our business, reputation, financial condition, and results of operations. 39 Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing and the potential for related litigation could result in increased costs, additional operating restrictions or delays for our customers, which could cause a decline in the demand for our proppant and negatively impact our business, results of operations and financial condition.

A significant increase in the price of energy that is not recovered through an increase in the price of our products and services or covered through our hedging arrangements or an extended interruption in the supply of electricity or natural gas to our production facilities could have an adverse effect on our business, results of operations and financial condition. 25 A large portion of our sales is generated by our top 10 customers, and the loss of or a significant reduction in purchases by our largest customers could adversely affect our business, financial condition and results of operations.

While our consideration of changing climatic conditions and inclusion of safety factors in the design and operation of our facilities is intended to reduce the uncertainties that climate change and other events may potentially introduce, our ability to mitigate the adverse impacts of these events depends in part on the effectiveness of our disaster preparedness and response and business continuity planning and those of our customers, which may have not considered or prepared for every eventuality. 39 Restrictions on our operations and those of our customers intended to protect certain species of wildlife could have an adverse impact on our ability to expand some of our existing operations or limit our customers’ ability to develop new oil and natural gas wells.

Our 10 largest customers accounted for approximately 82.0% of total sales for the year ended December 31, 2024, and approximately 86.5% of total sales for the year ended December 31, 2023.

Our 10 largest customers accounted for approximately 82.4% of total revenue for the year ended December 31, 2025, and approximately 82.0% of total revenue for the year ended December 31, 2024.

Natural gas and electricity costs represented approximately 1.0% and 1.3%, respectively, of our total product sales in the year ended December 31, 2024, and 2.1% and 0.7%, respectively, of our total product sales in the year ended December 31, 2023.

Natural gas and electricity costs in our sand and logistics segment represented approximately 1.3% and 2.8%, respectively, of our total product revenue in the year ended December 31, 2025, and 1.0% and 1.3%, respectively, of our total product revenue in the year ended December 31, 2024.

Where takings of or harm to species or damages to wetlands, habitat, or natural resources occur or may occur, government entities or at times private parties may act to prevent or restrict oil and natural gas exploration activities or seek damages for any injury, whether resulting from drilling or construction or releases of oil, wastes, hazardous substances or other regulated materials, and in some cases, criminal penalties may result.

Such permit proceedings are often subject to public notice and comment, and third parties, including nongovernmental environmental organizations, may challenge government actions related to permits required for our operations. A failure to timely obtain the permits required for the operation of our business may adversely affect our results of operations.

We cannot assure you that any conflicts that may arise between us and our stockholders, on the one hand, and the Principal Stockholders or their affiliates, on the other hand, will be resolved in our favor. As a result, potential competition from the Principal Stockholders or their affiliates could adversely impact our results of operations.

Anti-takeover provisions in our organizational documents might discourage or delay acquisition bids or merger proposals, which may adversely affect the market price of the Common Stock and limit the price investors might be willing to pay in the future for the Common Stock.

As a result, potential competition from the Principal Stockholders or their affiliates could adversely impact our results of operations. 36 Anti-takeover provisions in our organizational documents might discourage or delay acquisition bids or merger proposals, which may adversely affect the market price of the Common Stock and limit the price investors might be willing to pay in the future for the Common Stock.

The trading market for our Common Stock depends in part on the research and reports that securities or industry analysts publish about us and our business. If one or more of the analysts who covers us downgrades our securities, the price of our securities would likely decline.

If securities or industry analysts do not publish research or reports or publish unfavorable research about us, the price and trading volume of our Common Stock could decline. The trading market for our Common Stock depends in part on the research and reports that securities or industry analysts publish about us and our business.

Worldwide economic, political and military events, including war, terrorist activity, events in the Middle East and initiatives by OPEC+, have contributed, and are likely to continue to contribute, to oil and natural gas price volatility.

Worldwide economic, political and military events, including tax, trade and tariff policies of the United States and other countries involved in global energy markets, war, terrorist activity, events in the Middle East and initiatives by OPEC+, have contributed, and are likely to continue to contribute, to oil and natural gas price volatility.

The Company is not obligated to repurchase any dollar amount or number of shares under the program. Any elimination of, or downward revision in, our share repurchase program could have an adverse effect on the market price of our Common Stock.

Any elimination of, or downward revision in, our share repurchase program could have an adverse effect on the market price of our Common Stock.

The EPA has also adopted rules imposing new standards reducing methane emissions from oil and gas operations through limitations on venting and flaring and the implementation of enhanced emission leak detection and repair requirements.

We cannot predict the results of any potential legal challenges or the impact of these developments on our business. The EPA has also adopted rules imposing new standards reducing methane emissions from oil and gas operations through limitations on venting and flaring and the implementation of enhanced emission leak detection and repair requirements.

Our business and operations may be affected by natural or man-made disasters and other external events, many of which are not in our control.

Our operations are subject to operational hazards and inherent risks, some of which are beyond our control, and some of which may not be fully covered by insurance. Our business and operations may be affected by natural or man-made disasters and other external events, many of which are not in our control.

Failure to find long-term solutions to these logistical challenges could adversely affect our ability to respond quickly to the needs of our customers or result in additional increased costs, and thus could negatively impact our business, results of operations and financial condition. 21 Our operations are subject to operational hazards and inherent risks, some of which are beyond our control, and some of which may not be fully covered by insurance.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

498 edited+257 added−118 removed311 unchanged

2024 filing

2025 filing

Biggest changeFor the Year Ended December 31, 2024 2023 2022 (In thousands) Net income (1) $ 59,944 $ 226,493 $ 217,006 Depreciation, depletion and accretion expense 102,207 41,634 28,617 Amortization expense of acquired intangible assets 12,316 — — Interest expense 43,078 17,452 15,803 Income tax expense 15,836 31,378 1,856 EBITDA $ 233,381 $ 316,957 $ 263,282 Stock and unit-based compensation 22,381 7,409 678 Unrealized commodity derivative (gain) loss — — 66 Loss on disposal of assets (4) 19,672 — — Insurance recovery (gain) (5) (20,098 ) — — Other non-recurring costs (6) 14,335 4,838 — Other acquisition related costs (3) 19,231 451 — Adjusted EBITDA $ 288,902 $ 329,655 $ 264,026 Maintenance Capital Expenditures (2) $ 37,562 $ 38,524 $ 35,473 Adjusted Free Cash Flow $ 251,340 $ 291,131 $ 228,553 For the Year Ended December 31, 2024 2023 2022 (In thousands) Net income (1) $ 59,944 $ 226,493 $ 217,006 Depreciation, depletion and accretion expense 102,207 41,634 28,617 Amortization expense of acquired intangible assets 12,316 — — Interest expense 43,078 17,452 15,803 Income tax expense 15,836 31,378 1,856 EBITDA $ 233,381 $ 316,957 $ 263,282 Stock and unit-based compensation expense 22,381 7,409 678 Unrealized commodity derivative (gain) loss — — 66 Loss on disposal of assets (4) 19,672 — — Insurance recovery (gain) (5) (20,098 ) — — Other non-recurring costs (6) 14,335 4,838 — Other acquisition related costs (3) 19,231 451 — Adjusted EBITDA $ 288,902 $ 329,655 $ 264,026 Capital expenditures $ 373,983 $ 365,486 $ 89,592 Hi-Crush acquisition $ 153,425 $ — $ — Adjusted EBITDA less Capital Expenditures $ (238,506 ) $ (35,831 ) $ 174,434 75 For the Year Ended December 31, 2024 2023 2022 (In thousands) Net cash provided by operating activities $ 256,460 $ 299,027 $ 206,012 Current income tax expense (2) 834 2,177 1,858 Change in operating assets and liabilities (22,523 ) 6,947 41,774 Cash interest expense(2) 39,070 16,354 14,904 Maintenance Capital Expenditures(2) (37,562 ) (38,524 ) (35,473 ) Other non-recurring costs (6) 14,335 4,838 — Other acquisition related costs (3) 19,231 451 — Insurance recovery (gain) (5) (20,098 ) — — Other 1,593 (139 ) (522 ) Adjusted Free Cash Flow $ 251,340 $ 291,131 $ 228,553 For the Year Ended December 31, 2024 2023 2022 (In thousands, except percentages) Net cash provided by operating activities $ 256,460 $ 299,027 $ 206,012 Current income tax expense (2) 834 2,177 1,858 Change in operating assets and liabilities (22,523 ) 6,947 41,774 Cash interest expense(2) 39,070 16,354 14,904 Capital expenditures (373,983 ) (365,486 ) (89,592 ) Hi-Crush acquisition (153,425 ) — — Other non-recurring costs (6) 14,335 4,838 — Other acquisition related costs (3) 19,231 451 — Insurance recovery (gain) (5) (20,098 ) — — Other 1,593 (139 ) (522 ) Adjusted EBITDA less Capital Expenditures $ (238,506 ) $ (35,831 ) $ 174,434 Adjusted EBITDA Margin 27.4 % 53.7 % 54.7 % Adjusted EBITDA less Capital Expenditure Margin (22.6 )% (5.8 )% 36.1 % Adjusted Free Cash Flow Margin 23.8 % 47.4 % 47.3 % Adjusted Free Cash Flow Conversion 87.0 % 88.3 % 86.6 % For the Year Ended December 31, 2024 2023 2022 (In thousands) Gross Profit $ 232,014 $ 313,766 $ 256,308 Depreciation, depletion and accretion expense 98,747 39,798 27,498 Contribution Margin $ 330,761 $ 353,564 $ 283,806 (1) Atlas Inc. is a corporation and is subject to U.S. federal income tax.

Biggest changeThe following table presents a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Free Cash Flow, Adjusted EBITDA less Capital Expenditures, Adjusted Free Cash Flow Margin, Adjusted EBITDA less Capital Expenditures Margin, Adjusted Free Cash Flow Conversion, Contribution Margin, Maintenance Capital Expenditures and Net Debt to the most directly comparable GAAP financial measure for the periods indicated. 75 For the Year Ended December 31, 2025 2024 2023 (In thousands) Net income (loss) (1) $ (50,304 ) $ 59,944 $ 226,493 Depreciation, depletion and accretion expense 165,459 102,207 41,634 Amortization expense of acquired intangible assets 23,547 12,316 — Interest expense 59,370 43,078 17,452 Income tax expense (benefit) (17,875 ) 15,836 31,378 EBITDA $ 180,197 $ 233,381 $ 316,957 Stock and unit-based compensation 33,227 22,381 7,409 Loss on disposal of assets (2) — 19,672 — Insurance recovery (gain) (3) (2,217 ) (20,098 ) — Other non-recurring costs (4) 6,833 14,335 4,838 Other acquisition related costs (5) 3,640 19,231 451 Adjusted EBITDA $ 221,680 $ 288,902 $ 329,655 Maintenance Capital Expenditures (6) $ 69,675 $ 38,422 $ 38,524 Adjusted Free Cash Flow $ 152,005 $ 250,480 $ 291,131 For the Year Ended December 31, 2025 2024 2023 (In thousands) Net income (loss) (1) $ (50,304 ) $ 59,944 $ 226,493 Depreciation, depletion and accretion expense 165,459 102,207 41,634 Amortization expense of acquired intangible assets 23,547 12,316 — Interest expense 59,370 43,078 17,452 Income tax expense (benefit) (17,875 ) 15,836 31,378 EBITDA $ 180,197 $ 233,381 $ 316,957 Stock and unit-based compensation expense 33,227 22,381 7,409 Loss on disposal of assets (2) — 19,672 — Insurance recovery (gain) (3) (2,217 ) (20,098 ) — Other non-recurring costs (4) 6,833 14,335 4,838 Other acquisition related costs (5) 3,640 19,231 451 Adjusted EBITDA $ 221,680 $ 288,902 $ 329,655 Capital expenditures $ 148,271 $ 373,983 $ 365,486 Acquisitions $ 204,169 $ 153,425 $ — Adjusted EBITDA less Capital Expenditures $ (130,760 ) $ (238,506 ) $ (35,831 ) 76 For the Year Ended December 31, 2025 2024 2023 (In thousands) Net cash provided by operating activities $ 117,346 $ 256,460 $ 299,027 Current income tax expense (benefit) (6) (380 ) 834 2,177 Change in operating assets and liabilities 46,818 (22,523 ) 6,947 Cash interest expense (6) 53,255 39,070 16,354 Maintenance Capital Expenditures (6) (69,675 ) (38,422 ) (38,524 ) Credit loss expense (4,778 ) (25 ) (28 ) Change in fair value of contingent consideration 3,360 — — Other non-recurring costs (4) 6,833 14,335 4,838 Other acquisition related costs (5) 3,640 19,231 451 Insurance recovery (gain) (3) (2,217 ) (20,098 ) — Other (2,197 ) 1,618 (111 ) Adjusted Free Cash Flow $ 152,005 $ 250,480 $ 291,131 For the Year Ended December 31, 2025 2024 2023 (In thousands, except percentages) Net cash provided by operating activities $ 117,346 $ 256,460 $ 299,027 Current income tax expense (benefit) (6) (380 ) 834 2,177 Change in operating assets and liabilities 46,818 (22,523 ) 6,947 Cash interest expense (6) 53,255 39,070 16,354 Capital expenditures (148,271 ) (373,983 ) (365,486 ) Acquisitions (204,169 ) (153,425 ) — Credit loss expense (4,778 ) (25 ) (28 ) Change in fair value of contingent consideration 3,360 — — Other non-recurring costs (4) 6,833 14,335 4,838 Other acquisition related costs (5) 3,640 19,231 451 Insurance recovery (gain) (3) (2,217 ) (20,098 ) — Other (2,197 ) 1,618 (111 ) Adjusted EBITDA less Capital Expenditures $ (130,760 ) $ (238,506 ) $ (35,831 ) Adjusted EBITDA Margin 20.2 % 27.4 % 53.7 % Adjusted EBITDA less Capital Expenditure Margin (11.9 )% (22.6 )% (5.8 )% Adjusted Free Cash Flow Margin 13.9 % 23.7 % 47.4 % Adjusted Free Cash Flow Conversion 68.6 % 86.7 % 88.3 % (1) Atlas Inc. is a corporation and is subject to U.S. federal income tax.

It should be noted that the achieved process yields are slightly different than the overall process yields used to estimate the frac sand resources and reserves, which are based on the results of drill hole sample testing at each property.

Services sales, which includes freight for last-mile logistics services, increased by $394.7 million to $540.5 million for the year ended December 31, 2024, as compared to $145.8 million for the year ended December 31, 2023. The increase in logistics revenue was due to higher sales volumes shipped to last-mile logistics customers. Cost of sales (excluding depreciation, depletion and accretion expense).

Services revenue, which includes freight for last-mile logistics services, increased by $394.7 million to $540.5 million for the year ended December 31, 2024, as compared to $145.8 million for the year ended December 31, 2023. The increase in logistics revenue was due to higher sales volumes shipped to last-mile logistics customers. Cost of sales (excluding depreciation, depletion and accretion expense).

The maturity date of the ABL Credit Agreement was extended from February 22, 2028 to the earliest of (a) February 26, 2029; (b) the date that is 91 days prior to the maturity date for any portion of the Term Loan Debt; or (c) any date on which the aggregate Commitments terminate hereunder.

We engage third-party appraisal firms to assist in the fair value determination of identifiable long-lived assets, identifiable intangible assets, as well as any contingent consideration that provides for additional consideration to be paid to the seller if certain future conditions are met.

On November 8, 2024, the Company drew down $ 20.0 million of the available $ 100.0 million from Stonebriar under the DDT Loan with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount hereof from and including the date hereof until paid in full at the rate per annum equal to 10.58 %.

The scheduled maturity date of the 2023 ABL Credit Facility is February 22, 2028 ; provided that the 2023 ABL Credit Facility will mature on June 30, 2027 if any amount of the 2023 Term Loan Credit Facility that has a maturity date less than 91 days prior to February 22, 2028 is outstanding on June 30, 2027.

Term SOFR loans bear interest at Term SOFR for the applicable interest period plus an applicable margin, which ranges from 1.50 % to 2.00 % per annum based on average availability as set forth in the 2023 ABL Credit Agreement.

Base rate loans bear interest at the applicable base rate, plus an applicable margin, which ranges from 0.50 % to 1.00 % per annum based on average availability as set forth in the 2023 ABL Credit Agreement.

In addition to paying interest on outstanding principal under the 2023 ABL Credit Facility, Atlas LLC is required to pay a commitment fee which ranges from 0.375 % per annum to 0.500 % per annum with respect to the unutilized commitments under the 2023 ABL Credit Facility, based on the average utilization of the 2023 ABL Credit Facility.

Under the 2023 ABL Credit Agreement, Atlas LLC is permitted to make payments of dividends and distributions pursuant to certain limited exceptions and baskets set forth therein and otherwise generally subject to certain restrictions described therein, including that (i) no Event of Default (as defined under the 2023 ABL Credit Agreement) has occurred and is continuing, and (ii) no loans and no more than $ 7.5 million in letters of credit that have not been cash collateralized are outstanding, and liquidity exceeds $ 30.0 million at all times during the 30 days prior to the date of the dividend or distribution; provided that if any loans are outstanding or outstanding letters of credit exceed $ 7.5 million and no Event of Default has occurred and is continuing, then Atlas LLC is permitted to make payments of dividends and distributions if, (i) Availability (as defined under the 2023 ABL Credit Agreement) is higher than the greater of (a) $ 12 million and (b) 20 % of the pro forma Borrowing Base then in effect and during the 30 days prior to the date of the dividend or distribution as if such dividend or distribution had been made at the beginning of such period, or if (ii) (a) Availability is higher than the greater of (x) $ 9 million and (y) 15 % of the pro forma Borrowing Base then in effect and during the 30 days prior to the date of the dividend or distributions as if such dividend or distribution had been made at the beginning of such period and (b) the Fixed Charge Coverage Ratio (as defined under the 2023 ABL Credit Agreement), as calculated on a pro forma basis, is greater than 1.00 to 1.00 , as provided under the 2023 ABL Credit Agreement.

The existing lenders increased their commitment by $ 25.0 million which resulted in a debt modification under ASC 470, “Debt.” The ABL Amendment also added a new lender with a $ 25.0 million commitment, thus creating a new debt arrangement under ASC 470, “Debt.” The deferred financing costs and debt issuance cost will be amortized on a prospective basis over the term of the agreement.

In a Good Mood In a Good Mood, LLC (“In a Good Mood”) provides the Company with access, at cost, to reserved space in the Moody Center in Austin, Texas for concerts, sporting events and other opportunities as a benefit to our employees and for business entertainment.

In a Good Mood, LLC In a Good Mood, LLC (“In a Good Mood”) provides the Company with access, at cost, to reserved space in the Moody Center in Austin, Texas for concerts, sporting events and other opportunities as a benefit to our employees and for business entertainment.

In the event that the Leverage Ratio (as defined under the 2025 Term Loan Credit Agreement) as of the end of any fiscal quarter ending on or after June 30, 2025 is equal to or greater than 2.5 : 1.0 , Atlas LLC will be required to prepay the 2025 Term Loan Credit Facility with 50 % of Excess Cash Flow (as defined under the 2025 Term Loan Credit Agreement) for the fiscal quarter period most recently ended less the aggregate amount of optional prepayments of the Term Loan made during such period.

In the event that the Leverage Ratio (as defined under the 2025 Term Loan Credit Agreement) as of the end of any fiscal quarter ending on or after June 30, 2025 is equal to or greater than 2.5:1.0, Atlas LLC will be required to prepay the 2025 Term Loan Credit Facility with 50% of Excess Cash Flow (as defined under the 2025 Term Loan Credit Agreement) for the fiscal quarter period most recently ended less the aggregate amount of optional prepayments of the Term Loan made during such period.

Atlas LLC may voluntarily redeem the loan outstanding under the 2025 Term Loan Credit Facility, provided that any such prepayment shall include a prepayment fee equal to the sum of the Make-Whole Amount (as defined in under the 2025 Term Loan Credit Agreement) plus (a) three percent ( 3 %) of the principal amount being repaid if such prepayment occurs on or prior to February 21, 2028, (b) two percent ( 2 %) of the principal amount being repaid if such prepayment occurs after February 21, 2028 but on or prior to February 21, 2029 and (c) one percent ( 1 %) of the of the principal amount being repaid if such prepayment occurs thereafter.

Atlas LLC may voluntarily redeem the loan outstanding under the 2025 Term Loan Credit Facility, provided that any such prepayment shall include a prepayment fee equal to the sum of the Make-Whole Amount (as defined in under the 2025 Term Loan Credit Agreement) plus (a) three percent (3%) of the principal amount being repaid if such prepayment occurs on or prior to February 21, 2028, (b) two percent (2%) of the principal amount being repaid if such prepayment occurs after February 21, 2028 but on or prior to February 21, 2029 and (c) one percent (1%) of the of the principal amount being repaid if such prepayment occurs thereafter.

Dividends and distributions to equity holders are permitted to be made pursuant to certain limited exceptions and baskets described in the 2025 Term Loan Credit Agreement and otherwise generally subject to certain restrictions set forth in the 2025 Term Loan Credit Agreement, including the requirement that no Event of Default (as defined under the 2025 Term Loan Credit Agreement) has occurred and is continuing.

The 2025 Term Loan Credit Facility includes certain non-financial covenants, including but not limited to restrictions on incurring additional debt and certain distributions.

The 2025 Term Loan Credit Facility is subject to two financial covenants, which require that the Loan Parties (as defined in the 2025 Term Loan Credit Agreement) maintain a maximum Leverage Ratio of 4.0 to 1.0 and a minimum Liquidity (as defined in the 2025 Term Loan Credit Agreement) of $ 40,000,000 .

The 2025 Term Loan Credit Facility is unconditionally guaranteed, jointly and severally, by Atlas LLC and its subsidiaries and secured by substantially all of the assets of Atlas LLC and its subsidiaries. The 2025 Term Loan Credit Facility is also unconditionally guaranteed on an unsecured basis by the Company.

The Third ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.

The Third ABL Amendment permitted the Company and its applicable affiliates to enter into the 2025 Term Loan Credit Agreement, pursuant to which Atlas LLC borrowed $ 540.0 million from Stonebriar in a single advance term loan that was made on February 21, 2025.

The geologic model delineates the top and bottom of the mineable sand horizon and the distribution of the product size fractions across the deposit. • After reviewing the continuity and variability of the deposit, suitable resource classification criteria were developed and applied. • Contiguous areas of remaining mineable sand within the K115/874 property were delineated using the estimation criteria, in addition to the following: o 50-ft setbacks from property boundaries. 61 o 50-ft setbacks from pipelines. o 50-ft buffer zones around the process plant areas and main access road/right of way. o Pit wall slopes of 3:1 (approximately 19 degrees). o Areas mined prior to December 31, 2023, were delineated from aerial imagery and excluded from the estimates of frac sand resources. • In-place volumes for each of the remaining mining areas were calculated from the geologic model within the Vulcan software.

The geologic model delineates the top and bottom of the mineable sand horizon and the distribution of the product size fractions across the deposit. • After reviewing the continuity and variability of the deposit, suitable resource classification criteria were developed and applied. • Contiguous areas of remaining mineable sand within the K115/874 property were delineated using the estimation criteria, in addition to the following: o 50-ft setbacks from property boundaries. o 50-ft setbacks from pipelines. o 50-ft buffer zones around the process plant areas and main access road/right of way. o Pit wall slopes of 3:1 (approximately 19 degrees). o Areas mined prior to December 31, 2023, were delineated from aerial imagery and excluded from the estimates of frac sand resources. • In-place volumes for each of the remaining mining areas were calculated from the geologic model within the Vulcan software.

Refer to the table below for the acquisition-date fair value of the consideration as of March 5, 2024 and the adjustments as of December 31, 2024 (in thousands): March 5, 2024 Adjustments December 31, 2024 Cash to sellers at close $ 140,146 $ — $ 140,146 Company Transaction Expenses (sellers' transaction expenses) (1) 9,019 — 9,019 Stock consideration (2) 189,082 — 189,082 Deferred Cash Consideration Note (1) 109,253 ( 2,640 ) 106,613 Stockholders’ Representative Expense Fund (1) 50 — 50 Estimated Adjustment Holdback Amount (1) (3) 5,338 5,852 11,190 Total $ 452,888 $ 3,212 $ 456,100 (1) Refer to the Hi-Crush Merger Agreement, a copy of which is included as Exhibit 2.3 to this Annual Report .

Refer to the table below for the acquisition-date fair value of the consideration as of March 5, 2024 and December 31, 2024 (in thousands): March 5, 2024 Adjustments December 31, 2024 Cash to sellers at close $ 140,146 $ — $ 140,146 Company Transaction Expenses (sellers’ transaction expenses) (1) 9,019 — 9,019 Stock consideration (2) 189,082 — 189,082 Deferred Cash Consideration Note (1) 109,253 ( 2,640 ) 106,613 Stockholders’ Representative Expense Fund (1) 50 — 50 Adjustment Holdback Amount (1) (3) 5,338 5,852 11,190 Total $ 452,888 $ 3,212 $ 456,100 (1) Refer to the Hi-Crush Merger Agreement, a copy of which is included as Exhibit 2.3 to this Annual Report .

The ABL Amendment requires that if Availability is less than the greater of (i) 12.50% of the Borrowing Base and (ii) $12.5 million, Atlas LLC must maintain a Fixed Charge Coverage Ratio (as defined in the 2023 ABL Credit Agreement) of at least 1.00 to 1.00 while a Covenant Trigger Period (as defined in the 2023 ABL Credit Agreement) is in effect. 84 Under the ABL Amendment, Atlas LLC is permitted to make payments of dividends and distributions pursuant to certain limited exceptions and baskets set forth therein and otherwise generally subject to certain restrictions described therein, including that (i) no Event of Default (as defined in the 2023 ABL Credit Agreement) has occurred and is continuing, and (ii) no loans and no more than $7.5 million in letters of credit that have not been cash collateralized are outstanding, and liquidity exceeds $30.0 million at all times during the 30 days prior to the date of the dividend or distribution; provided that if any loans are outstanding or outstanding letters of credit exceed $7.5 million and no Event of Default has occurred and is continuing, then Atlas LLC is permitted to make payments of dividends and distributions if, (i) Specified Availability (as defined under the 2023 ABL Credit Agreement) is higher than the greater of (a) $20.0 million and (b) 20% of the pro forma Borrowing Base then in effect and during the 30 days prior to the date of the dividend or distribution as if such dividend or distribution had been made at the beginning of such period, or if (ii) (a) Specified Availability is higher than the greater of (x) $15.0 million and (y) 15% of the pro forma Borrowing Base then in effect and during the 30 days prior to the date of the dividend or distributions as if such dividend or distribution had been made at the beginning of such period and (b) the Fixed Charge Coverage Ratio (as defined under the 2023 ABL Credit Agreement), as calculated on a pro forma basis, is greater than 1.00 to 1.00, as provided under the 2023 ABL Credit Agreement.

The ABL Amendment requires that if Availability is less than the greater of (i) 12.50% of the Borrowing Base and (ii) $12.5 million, Atlas LLC must maintain a Fixed Charge Coverage Ratio (as defined in the 2023 ABL Credit Agreement) of at least 1.00 to 1.00 while a Covenant Trigger Period (as defined in the 2023 ABL Credit Agreement) is in effect. 88 Under the ABL Amendment, Atlas LLC is permitted to make payments of dividends and distributions pursuant to certain limited exceptions and baskets set forth therein and otherwise generally subject to certain restrictions described therein, including that (i) no Event of Default (as defined under the 2023 ABL Credit Agreement) has occurred and is continuing, and (ii) no loans and no more than $7.5 million in letters of credit that have not been cash collateralized are outstanding, and liquidity exceeds $30.0 million at all times during the 30 days prior to the date of the dividend or distribution; provided that if any loans are outstanding or outstanding letters of credit exceed $7.5 million and no Event of Default has occurred and is continuing, then Atlas LLC is permitted to make payments of dividends and distributions if, (i) Specified Availability (as defined under the 2023 ABL Credit Agreement) is higher than the greater of (a) $20.0 million and (b) 20% of the pro forma Borrowing Base then in effect and during the 30 days prior to the date of the dividend or distribution as if such dividend or distribution had been made at the beginning of such period, or if (ii) (a) Specified Availability is higher than the greater of (x) $15.0 million and (y) 15% of the pro forma Borrowing Base then in effect and during the 30 days prior to the date of the dividend or distributions as if such dividend or distribution had been made at the beginning of such period and (b) the Fixed Charge Coverage Ratio (as defined under the 2023 ABL Credit Agreement), as calculated on a pro forma basis, is greater than 1.00 to 1.00, as provided under the 2023 ABL Credit Agreement.

Under the ABL Amendment, Atlas LLC is permitted to make payments of dividends and distributions pursuant to certain limited exceptions and baskets set forth therein and otherwise generally subject to certain restrictions described therein, including that (i) no Event of Default (as defined under the 2023 ABL Credit Agreement) has occurred and is continuing, and (ii) no loans and no more than $7.5 million in letters of credit that have not been cash collateralized are outstanding, and liquidity exceeds $30.0 million at all times during the 30 days prior to the date of the dividend or distribution; provided that if any loans are outstanding or outstanding letters of credit exceed $7.5 million and no Event of Default has occurred and is continuing, then Atlas LLC is permitted to make payments of dividends and distributions if, (i) Specified Availability (as defined under the 2023 ABL Credit Agreement) is higher than the greater of (a) $20.0 million and (b) 20% of the pro forma Borrowing Base (as defined under the 2023 ABL Credit Agreement) then in effect and during the 30 days prior to the date of the dividend or distribution as if such dividend or distribution had been made at the beginning of such period, or if (ii) (a) Specified Availability is higher than the greater of (x) $15.0 million and (y) 15% of the pro forma Borrowing Base then in effect and during the 30 days prior to the date of the dividend or distributions as if such dividend or distribution had been made at the beginning of such period and (b) the Fixed Charge Coverage Ratio (as defined under the 2023 ABL Credit Agreement), as calculated on a pro forma basis, is greater than 1.00 to 1.00, as provided under the 2023 ABL Credit Agreement.

F- 39 Under the ABL Amendment, Atlas LLC is permitted to make payments of dividends and distributions pursuant to certain limited exceptions and baskets set forth therein and otherwise generally subject to certain restrictions described therein, including that (i) no Event of Default (as defined under the 2023 ABL Credit Agreement) has occurred and is continuing, and (ii) no loans and no more than $ 7.5 million in letters of credit that have not been cash collateralized are outstanding, and liquidity exceeds $ 30.0 million at all times during the 30 days prior to the date of the dividend or distribution; provided that if any loans are outstanding or outstanding letters of credit exceed $ 7.5 million and no Event of Default has occurred and is continuing, then Atlas LLC is permitted to make payments of dividends and distributions if, (i) Specified Availability (as defined under the 2023 ABL Credit Agreement) is higher than the greater of (a) $ 20.0 million and (b) 20 % of the pro forma Borrowing Base then in effect and during the 30 days prior to the date of the dividend or distribution as if such dividend or distribution had been made at the beginning of such period, or if (ii) (a) Specified Availability is higher than the greater of (x) $ 15.0 million and (y) 15 % of the pro forma Borrowing Base then in effect and during the 30 days prior to the date of the dividend or distributions as if such dividend or distribution had been made at the beginning of such period and (b) the Fixed Charge Coverage Ratio (as defined under the 2023 ABL Credit Agreement), as calculated on a pro forma basis, is greater than 1.00 to 1.00 , as provided under the 2023 ABL Credit Agreement.

For the Year Ended December 31, 2024 2023 (unaudited) Revenue $ 1,171,272 $ 1,201,473 Net income $ 81,484 $ 289,639 The foregoing unaudited pro forma results are for informational purposes only and are not necessarily indicative of the actual results of operations that might have occurred had the Hi-Crush Transaction occurred on January 1, 2023, nor are they necessarily indicative of future results.

For the Year Ended December 31, 2024 2023 (Unaudited) Revenue $ 1,171,272 $ 1,201,473 Net income (loss) $ 81,484 $ 289,639 The foregoing unaudited pro forma results are for informational purposes only and are not necessarily indicative of the actual results of operations that might have occurred had the Hi-Crush Transaction occurred on January 1, 2023, nor are they necessarily indicative of future results.

This comprehensive plan encompasses immediate actions like identification, containment, and eradication, mid-term objectives such as recovery, and long-term goals including forensic analysis and lessons learned. It also lists response parties as well as chain of command and reporting. We regularly test our incident preparedness through at least one annual drill and tabletop exercise.

A dry, in-place, bulk density of 100 pounds per cubic foot was used to calculate the in-place tonnage of frac sand. Further information can be found in Section 6.2.1 of our 2023 TRSs, which are included as Exhibit 96.1 and 96.2, and our 2024 TRS, which is included as Exhibit 96.3, to this Annual Report.

A dry, in-place, bulk density of 100 pounds per cubic foot was used to calculate the in-place tonnage of frac sand. 63 Further information can be found in Section 6.2.1 of our 2023 TRSs, which are included as Exhibit 96.1 and 96.2, and our 2024 TRS, which is included as Exhibit 96.3, to this Annual Report.

Cost of sales (excluding depreciation, depletion and accretion) related to product sales increased by $130.9 million to $262.7 million for the year ended December 31, 2024, as compared to $131.8 million for the year ended December 31, 2023, due to increased production as well as $13.4 million of the cost related to additional temporary loadout equipment associated with the mechanical fire at the Kermit facility.

Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $130.9 million to $262.7 million for the year ended December 31, 2024, as compared to $131.8 million for the year ended December 31, 2023, due to increased production as well as $13.4 million of the cost related to additional temporary loadout equipment associated with the mechanical fire at the Kermit facility.

A dry, in-place, bulk density of 100 pounds per cubic foot was used to calculate the in-place tonnage of frac sand. K115/874 • The top and bottom elevations of the mineable sand interval was interpreted from drill hole records and sand particle size analyses. The sands mined at the K115/874 operation are present at the surface.

A dry, in-place, bulk density of 100 pounds per cubic foot was used to calculate the in-place tonnage of frac sand. 62 K115/874 • The top and bottom elevations of the mineable sand interval was interpreted from drill hole records and sand particle size analyses. The sands mined at the K115/874 operation are present at the surface.

Holders of shares of Common Stock are entitled to ratably receive dividends when and if declared by the Company's board of directors out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock.

Holders of shares of Common Stock are entitled to ratably receive dividends when and if declared by the Company’s Board out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock.

Refer to Note 3 - Hi-Crush Transaction for further discussion. The foregoing description of the Hi-Crush Transaction and the Hi-Crush Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Hi-Crush Merger Agreement, a copy of which is filed as Exhibit 2.3 to this Annual Report.

Refer to Note 3 - Acquisitions for further discussion. The foregoing description of the Hi-Crush Transaction and the Hi-Crush Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Hi-Crush Merger Agreement, a copy of which is filed as Exhibit 2.3 to this Annual Report.

Second Amendment to the 2023 ABL Credit Agreement On January 27, 2025, Atlas LLC and certain other subsidiaries of the Company entered into that certain Second Amendment to Loan, Security and Guaranty Agreement (the “Second ABL Amendment”), among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as the ABL Agent.

Proceeds from the 2023 Term Loan Credit Facility were used to repay $133.4 million of 2021 Term Loan Credit Facility principal and accrued interest, repay $42.8 million of finance lease liabilities as well as acquire $39.5 million of finance lease assets associated with certain equipment lease arrangements with Stonebriar.

Proceeds from the 2023 Term Loan Credit Facility were used to repay $133.4 million principal and accrued interest of the 2021 Term Loan Credit Facility, terminate $42.8 million of finance lease liabilities, as well as acquire $39.5 million of finance lease assets associated with certain equipment lease arrangements with Stonebriar.

Pursuant to the Moser Purchase Agreement, the Seller agreed not to lend, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, any of their shares of Common Stock for a period of 90 days following the Moser Closing, subject to certain exceptions.

The ADDT Loan included $1.5 million of debt discount and $0.5 million in deferred financing costs. The discount and deferred financing costs are a direct reduction from the carrying amount of the debt obligation on the Company’s consolidated balance sheets and are amortized to interest expense using the effective interest method.

The ADDT Loan included $1.8 million of debt discount and $0.5 million in deferred financing costs. The discount and deferred financing costs are a direct reduction from the carrying amount of the debt obligation on the Company’s consolidated balance sheets and are amortized to interest expense using the effective interest method.

The ADDT Loan included $ 1.5 million of debt discount and $ 0.5 million in deferred financing costs. The discount and deferred financing costs are a direct reduction from the carrying amount of the debt obligation on the Company’s consolidated balance sheets and are amortized to interest expense using the effective interest method.

The ADDT Loan included $ 1.8 million of debt discount and $ 0.5 million in deferred financing costs. The discount and deferred financing costs are a direct reduction from the carrying amount of the debt obligation on the Company’s consolidated balance sheets and are amortized to interest expense using the effective interest method.

Atlas LLC may also request swingline loans under the 2023 ABL Credit Agreement in an aggregate principal amount not to exceed $ 7.5 m illion. During the years ended December 31, 2024 and 2023, Atlas LLC had no outstanding swingline loans under the 2023 ABL Credit Facility.

Atlas LLC may also request swingline loans under the 2023 ABL Credit Agreement in an aggregate principal amount not to exceed $ 7.5 m illion. During the years ended December 31, 2025 and 2024, Atlas LLC had no outstanding swingline loans under the 2023 ABL Credit Facility.

Atlas LLC may also request swingline loans under the 2023 ABL Credit Agreement in an aggregate principal amount not to exceed $7.5 million. During the years ended December 31, 2024 and 2023, Atlas LLC had no outstanding swingline loans under the 2023 ABL Credit Facility.

Atlas LLC may also request swingline loans under the 2023 ABL Credit Agreement in an aggregate principal amount not to exceed $7.5 million. During the years ended December 31, 2025 and 2024, Atlas LLC had no outstanding swingline loans under the 2023 ABL Credit Facility.

Management believes Adjusted EBITDA is useful because it allows them to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure.

Management believes Adjusted EBITDA is useful because it allows them to more effectively evaluate our consolidated operating performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure.

Amortization expense of acquired intangible assets is $12.3 million for the year ended December 31, 2024, due to the Hi-Crush Transaction. See Note 3 - Hi-Crush Transaction for more information. There was no amortization expense of acquired intangible assets for the year ended December 31, 2023. Loss on disposal of assets.

Amortization expense of acquired intangible assets is $12.3 million for the year ended December 31, 2024, due to the Hi-Crush Transaction. See Note 3 – Acquisitions - Hi-Crush Transaction for more information. There was no amortization expense of acquired intangible assets for the year ended December 31, 2023. Loss on disposal of assets.

As such, the Board engages with our management team, as necessary, for updates on our cybersecurity risk program and progress on remediation efforts. 49 Board Oversight The Board is central to the Company's oversight of cybersecurity risks and bears the primary responsibility for this domain.

As such, the Board engages with our management team, as necessary, for updates on our cybersecurity risk program and progress on remediation efforts. Board Oversight The Board is central to the Company’s oversight of cybersecurity risks and bears the primary responsibility for this domain.

Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenue if the selling prices of our products do not increase with these increased costs. 87 Ite m 8.

F- 8 As a result of the IPO and Reorganization: • the Legacy Owners collectively owned all of the outstanding shares of Old Atlas Class B Common Stock and 39,147,501 shares of Old Atlas Class A Common Stock, collectively representing 82.0 % of the voting power and 68.5 % of the economic interest of Old Atlas (and 82.0% of the economic interest of Atlas LLC, including both direct and indirect ownership interests) at the closing of the IPO and Reorganization; • Old Atlas owned an approximate 57.1 % interest in Atlas Operating; and • the Legacy Owners that continued to hold Operating Units collectively owned an approximate 42.9 % interest in Atlas Operating.

As a result of the IPO and Reorganization: • the Legacy Owners collectively owned all of the outstanding shares of Old Atlas Class B Common Stock and 39,147,501 shares of Old Atlas Class A Common Stock, collectively representing 82.0 % of the voting power and 68.5 % of the economic interest of Old Atlas (and 82.0% of the economic interest of Atlas LLC, including both direct and indirect ownership interests) at the closing of the IPO and Reorganization; • Old Atlas owned an approximate 57.1 % interest in Atlas Operating; and • the Legacy Owners that continued to hold Operating Units collectively owned an approximate 42.9 % interest in Atlas Operating.

Significant estimates used in the preparation of these Financial Statements include, but are not limited to: the proppant reserves and their impact on calculating the depletion expense under the units-of-production method; the depreciation and amortization associated with property, plant and equipment; stock-based and unit-based compensation; asset retirement obligations; business combinations; v aluation of goodwill and acquired intangible assets; and certain liabilities.

The royalty agreement associated with the K1/K2 facilities terminated on the date of our IPO, pursuant to the terms of the agreement. K115/874 Facilities The Kermit property in the map below includes K115/874.

The royalty agreement associated with the K1/K2 facilities terminated on the date of our IPO, pursuant to the terms of the agreement. 53 K115/874 Facilities The Kermit property in the map below includes K115/874.

The crush strength of the sand mined at the facility is 7,000 to 13,000 PSI for 100-mesh. 56 Our Reserves Information concerning our material mining properties in this Annual Report has been prepared in accordance with the requirements of Subpart 1300 of Regulation S-K, which first became applicable to us for the fiscal year ended December 31, 2023.

The crush strength of the sand mined at the facility is 7,000 to 13,000 PSI for 100-mesh. 57 Our Reserves Information concerning our material mining properties in this Annual Report has been prepared in accordance with the requirements of Subpart 1300 of Regulation S-K, which first became applicable to us for the fiscal year ended December 31, 2023.

Deferred Financing costs associated with the Deferred Cash Consideration Note (as defined in Note 9- Debt ), ADDT Loan (as defined in Note 9 - Debt ), the 2023 Term Loan Credit Facility (as defined in Note 8- Leases) , and the 2021 Term Loan Credit Facility (as defined in Note 9- Debt ), are deferred and amortized using the effective interest rate method over the life of the associated third-party debt financing and reflected as a direct deduction from the carrying amount of the related debt obligation on the Company’s consolidated balance sheets.

Deferred financing costs associated with the 2025 Term Loan Credit Facility (as defined in Note 9 - Debt ), Deferred Cash Consideration Note (as defined in Note 9 - Debt ), ADDT Loan (as defined in Note 9 - Debt ), and the 2023 Term Loan Credit Facility (as defined in Note 8 - Leases) , are deferred and amortized using the effective interest rate method over the life of the associated third-party debt financing and reflected as a direct deduction from the carrying amount of the related debt obligation on the Company’s consolidated balance sheets.

F- 39 Performance Share Units Performance share units (“PSUs”) represent the right to receive one share of Common Stock multiplied by the number of PSUs that become earned, and the number of PSUs that may vest range from 0 % to 200 % of the Target PSUs (as defined in the Performance Share Unit Grant Agreement governing the PSUs (the “PSU Agreement”)), subject to the Compensation Committee’s discretion to increase the ultimate number of vested PSUs above the foregoing maximum level.

F- 45 Performance Share Units Performance share units (“PSUs”) represent the right to receive one share of Common Stock multiplied by the number of PSUs that become earned, and the number of PSUs that may vest range from 0 % to 200 % of the Target PSUs (as defined in the Performance Share Unit Grant Agreement governing the PSUs (the “PSU Agreement”)), subject to the Compensation Committee’s discretion to increase the ultimate number of vested PSUs above the foregoing maximum level.

The Company amortizes the cost of definite-lived intangible assets on a straight-line basis over their estimated useful lives of 3 to 10 years. T hese assets are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the definite-lived intangible assets may not be recoverable. Other Intangible Assets Other intangible assets consist of internal-use software.

The Company amortizes the cost of definite-lived intangible assets on a straight-line basis over their estimated useful lives of 2 to 10 years. T hese assets are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the definite-lived intangible assets may not be recoverable. Other Intangible Assets Other intangible assets consist of internal-use software.

The target drill-hole spacing utilized by JT Boyd to estimate our measured, indicated and inferred resources are as follows: • Measured – less than or equal to 1,500 feet • Indicated – greater than 1,500 feet, but less than or equal to 2,500 feet • Inferred – greater than 2,500 feet, but less than or equal to 5,000 feet 59 The following tables set forth the mineral resource estimates, exclusive of mineral reserves, associated with our property as of December 31, 2024, based on an average of $30.00 per ton for K1/K2 and Monahans facilities, an average of $26.04 for K115/874, and an average of $24.83 per ton for the OnCore distributed mining network.

The target drill-hole spacing utilized by JT Boyd to estimate our measured, indicated and inferred resources are as follows: • Measured – less than or equal to 1,500 feet • Indicated – greater than 1,500 feet, but less than or equal to 2,500 feet • Inferred – greater than 2,500 feet, but less than or equal to 5,000 feet The following tables set forth the mineral resource estimates, exclusive of mineral reserves, associated with our property as of December 31, 2025, based on an average of $30.00 per ton for K1/K2 and Monahans facilities, an average of $26.04 for K115/874, and an average of $24.83 per ton for the OnCore distributed mining network.

For the year ended December 31, 2024, the Company incurred $ 18.9 million of transaction costs, which were expensed as incurred and presented in selling, general and administrative expenses in the consolidated statements of operations. • In connection with the Hi-Crush Transaction, the Company entered into the First Amendment to Loan, Security and Guaranty Agreement (the “ABL Amendment”) and the First Amendment to Credit Agreement (the “Term Loan Amendment”).

For the year ended December 31, 2024, the Company incurred $ 18.9 million of transacti on costs, which were expensed as incurred and presented in selling, general and administrative expenses in the consolidated statements of operations. • In connection with the Hi-Crush Transaction, the Company entered into the First Amendment to Loan, Security and Guaranty Agreement (the “ABL Amendment”) and the First Amendment to Credit Agreement (the “Term Loan Amendment”).

The DDT Loan included de minimis financing costs. At any time prior to the Maturity Date, Atlas LLC may redeem loans outstanding under the 2023 Term Loan Credit Facility, in whole or in part, at a price equal to 100% of the principal amount being prepaid (the “Prepayment Amount”) plus a prepayment fee.

The DDT Loan included de minimis financing costs. At any time prior to the Maturity Date, Atlas LLC could redeem loans outstanding under the 2023 Term Loan Credit Facility, in whole or in part, at a price equal to 100% of the principal amount being prepaid (the “Prepayment Amount”) plus a prepayment fee.

To reduce the impact of fluctuations in natural gas prices on our operational costs, we periodically enter into commodity derivative contracts with respect to certain of our forecasted natural gas usage through various transactions that reduce the impact of price volatility. For the years ended December 31, 2024 and 2023, we did not have derivatives.

When recovery is assured, the Company records and reports an asset separately from the associated liability on the consolidated balance sheets. Management is not aware of any environmental or other contingencies that would have a material effect on the Financial Statements for the years ended December 31, 2024, 2023 and 2022.

Reference should be made to the full text of the technical summary reports, incorporated herein by reference and made a part of this Annual Report. JT Boyd is not affiliated with the Company nor any other entity that has an ownership, royalty, or other interest in the properties that are the subject of the technical report summaries.

Reference should be made to the full text of the technical report summaries, incorporated herein by reference and made a part of this Annual Report. JT Boyd is not affiliated with the Company nor any other entity that has an ownership, royalty, or other interest in the properties that are the subject of the technical report summaries.

We use all available information to estimate fair values, including quoted market prices, the carrying value of acquired assets and assumed liabilities and valuation techniques such as discounted cash flows, relief-from-royalty (“RFR”) method, with or without method, or multi-period excess earnings method (“MPEEM”).

We use all available information to estimate fair values, including quoted market prices, the carrying value of acquired assets and assumed liabilities and valuation techniques such as discounted cash flows, relief-from-royalty (“RFR”) method, with or without method, multi-period excess earnings method (“MPEEM”), or cost to recreate method.

Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at cost when earned and represent claims against third parties that will be settled in cash. These receivables generally do not bear interest. The carrying value of our receivables, net of allowance for credit losses, represents the estimated collectable amount.

F- 12 Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at cost when earned and represent claims against third parties that will be settled in cash. These receivables generally do not bear interest. The carrying value of our receivables, net of allowance for credit losses, represents the estimated collectable amount.

The following map shows the location of these facilities: 51 Kermit, Texas K1/K2 Facilities The Kermit property in the map below includes K1/K2. This map can be found in Section 1.3 of our 2023 TRS (defined below) prepared by JT Boyd, which is included as Exhibit 96.1 to this Annual Report.

The following map shows the location of these facilities: 52 Kermit, Texas K1/K2 Facilities The Kermit property in the map below includes K1/K2. This map can be found in Section 1.3 of our 2023 TRS (defined below) prepared by JT Boyd, which is included as Exhibit 96.1 to this Annual Report.

Summary of Resources (in thousands) December 31, 2024 December 31, 2023 Amount Change 2024 vs. 2023 Percentage Change 2024 vs. 2023 Amount Amount Measured 71,730 71,730 — 0% Indicated 102,755 102,755 — 0% Inferred 1,094,030 1,094,030 — 0% Total 1,268,515 1,268,515 — 0% There were no year-over-year adjustments to the frac sand resources reported for the Monahans mine.

Summary of Resources (in thousands) December 31, 2025 December 31, 2024 Amount Change 2025 vs. 2024 Percentage Change 2025 vs. 2024 Amount Amount Measured 71,730 71,730 — 0% Indicated 102,755 102,755 — 0% Inferred 1,094,030 1,094,030 — 0% Total 1,268,515 1,268,515 — 0% There were no year-over-year adjustments to the frac sand resources reported for the Monahans mine.

F- 15 The estimated liability is based on third-party estimates of costs to abandon, including estimated economic lives and external estimates as to the cost to bring the land to a state required by the lease agreements. The Company utilized a discounted rate reflecting management’s best estimate of the credit-adjusted risk-free rate.

The estimated liability is based on third-party estimates of costs to abandon, including estimated economic lives and external estimates as to the cost to bring the land to a state required by the lease agreements. The Company utilized a discounted rate reflecting management’s best estimate of the credit-adjusted risk-free rate.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Concentrations of Credit Risk Throughout 2024 and 2023, the Company has maintained cash balances on deposit and time deposits with financial institutions in excess of federally insured amounts; however, all these financial institutions hold an investment-grade rating by one or more major rating agencies.

Concentrations of Credit Risk Throughout 2025 and 2024, the Company has maintained cash balances on deposit and time deposits with financial institutions in excess of federally insured amounts; however, all these financial institutions hold an investment-grade rating by one or more major rating agencies.

Revisions to the liability could occur due to changes in the estimated costs, changes in the economic life or if federal or state regulators enact new requirements regarding the abandonment. Accretion expense was $ 0.7 million, $ 0.1 million, and $ 0.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Revisions to the liability could occur due to changes in the estimated costs, changes in the economic life or if federal or state regulators enact new requirements regarding the abandonment. Accretion expense was $ 0.7 million , $ 0.7 million, and $ 0.1 million for the years ended December 31, 2025 , 2024, and 2023, respectively.

See Note 13 – Earnings Per Share for additional information. Redeemable Noncontrolling Interest Prior to the Up-C Simplification, discussed in Note 1- Business and Organization , we accounted for the Legacy Owners’ historical 42.2 % economic interest in Atlas Operating through ownership of Operating Units as redeemable noncontrolling interest.

See Note 13 – Earnings Per Share for additional information. F- 19 Redeemable Noncontrolling Interest Prior to the Up-C Simplification, discussed in Note 1- Business and Organization , we accounted for the Legacy Owners’ historical 42.2 % economic interest in Atlas Operating through ownership of Operating Units as redeemable noncontrolling interest.

Holders of Old Atlas Class B Common Stock did not have any right to receive dividends or distributions upon a liquidation or winding up of Old Atlas. F- 37 Up-C Simplification On October 2, 2023, Old Atlas and New Atlas completed the Up-C Simplification contemplated by the Master Reorganization Agreement.

Holders of Old Atlas Class B Common Stock did not have any right to receive dividends or distributions upon a liquidation or winding up of Old Atlas. Up-C Simplification On October 2, 2023, Old Atlas and New Atlas completed the Up-C Simplification contemplated by the Master Reorganization Agreement.

Deferred financing costs associated with the 2023 ABL Credit Facility (as defined in Note 9- Debt ) is recorded under other long-term assets on the consolidated balance sheets and are amortized on a straight-line basis over the life of the agreement.

Deferred financing costs and debt issuance costs associated with the 2023 ABL Credit Facility (as defined in Note 9 - Debt ) are recorded under other long-term assets on the consolidated balance sheets and are amortized on a straight-line basis over the life of the agreement.

Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

F- 15 Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

F- 25 Pro Forma Financial Information The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company for the year ended December 31, 2024 and 2023, assuming the Hi-Crush Transaction had occurred on January 1, 2023 (in thousands).

Pro Forma Financial Information The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company for the year ended December 31, 2024 and 2023, assuming the Hi-Crush Transaction had occurred on January 1, 2023 (in thousands).

F- 44 Pursuant to the Original Stockholders’ Agreement, we are required to take all necessary actions, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election or appointment of the nominees designated by Mr.

Pursuant to the Original Stockholders’ Agreement, we are required to take all necessary actions, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election or appointment of the nominees designated by Mr.

It em 4. Mine Safety Disclosures. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 C.F.R. Section 229.104) is included in Exhibit 95.1 to this Annual Report. 65 PART II It em 5.

Mine Safety Disclosures. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 C.F.R. Section 229.104) is included in Exhibit 95.1 to this Annual Report. 66 PART II It em 5.

Our logistics service revenue fluctuates based on several factors, including the volume of proppant transported, the distance between our facilities and our customers, and prevailing freight rates. Revenue is generally recognized as products are delivered in accordance with the contract.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders' and members' equity and redeemable noncontrolling interest and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders' and members' equity and redeemable noncontrolling interest and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

The amounts invoiced reflect either the contractual monthly minimum, or the length of time the equipment was utilized in the billing period. Labor services provide the customers with supervisory, logistics, or field personnel. The amounts invoiced for storage solutions and contract labor services reflect the amount of time these services were utilized in the billing period.

The amounts invoiced reflect either the contractual monthly minimum, or the length of time the equipment was utilized in the billing period. Labor services provide the customers with supervisory, logistics, or field personnel. The amounts invoiced for wellsite solutions and contract labor services reflect the amount of time these services were utilized in the billing period.

F- 32 Borrowings under the 2023 ABL Credit Facility bear interest, at Atlas LLC’s option, at either a base rate or Term SOFR (as defined in the 2023 ABL Credit Agreement) , as applicable, plus an applicable margin based on average availability as set forth in the 2023 ABL Credit Agreement.

Borrowings under the 2023 ABL Credit Facility bear interest, at Atlas LLC’s option, at either a base rate or Term SOFR (as defined in the 2023 ABL Credit Agreement) , as applicable, plus an applicable margin based on average availability as set forth in the 2023 ABL Credit Agreement.

The following table reflects the allocation of net income to common stockholders and EPS computations for the period indicated based on a weighted average number of shares of Common Stock outstanding for the period (in thousands, except per share data): For the Year Ended December 31, 2024 2023 Numerator: Net income $ 59,944 $ 226,493 Less: Pre-IPO net income attributable to Atlas Sand Company, LLC 54,561 Less: Net income attributable to redeemable noncontrolling interest 66,503 Net income attributable to Atlas Energy Solutions Inc. $ 59,944 $ 105,429 Denominator: Basic weighted average shares outstanding 108,235 70,450 Dilutive potential of restricted stock units 299 85 Dilutive potential of performance share units 642 500 Diluted weighted average shares outstanding (1) $ 109,176 $ 71,035 Basic EPS attributable to holders of New Atlas Common Stock $ 0.55 $ 1.50 Diluted EPS attributable to holders of New Atlas Common Stock (1) $ 0.55 $ 1.48 (1) Shares of Old Atlas Class A Common Stock issued in exchange for Operating Units did not have a dilutive effect on EPS and were not included in the EPS calculation.

The following table reflects the allocation of net income (loss) to common stockholders and EPS computations for the period indicated based on a weighted average number of shares of Common Stock outstanding for the period (in thousands, except per share data): For the Year Ended December 31, 2025 2024 2023 Numerator: Net income (loss) $ ( 50,304 ) $ 59,944 $ 226,493 Less: Pre-IPO net income attributable to Atlas Sand Company, LLC 54,561 Less: Net income attributable to redeemable noncontrolling interest 66,503 Net income (loss) attributable to Atlas Energy Solutions Inc. $ ( 50,304 ) $ 59,944 $ 105,429 Denominator: Basic weighted average shares outstanding 122,435 108,235 70,450 Dilutive potential of restricted stock units — 299 85 Dilutive potential of performance share units — 642 500 Diluted weighted average shares outstanding (1) $ 122,435 $ 109,176 $ 71,035 Basic EPS attributable to holders of New Atlas Common Stock $ ( 0.41 ) $ 0.55 $ 1.50 Diluted EPS attributable to holders of New Atlas Common Stock (1) $ ( 0.41 ) $ 0.55 $ 1.48 (1) Shares of Old Atlas Class A Common Stock issued in exchange for Operating Units did not have a dilutive effect on EPS and were not included in the EPS calculation.

We used the net proceeds from this offering (i) to repay the $ 70.0 million outstanding on the 2023 ABL Credit Facility, (ii) to repay $ 101.3 million of the Deferred Cash Consideration Note, and (iii) the remainder for general corporate purposes.

We used the net proceeds from the Equity Offering (i) to repay the $70.0 million outstanding on the 2023 ABL Credit Facility, (ii) to repay $101.3 million of the Deferred Cash Consideration Note, and (iii) the remainder for general corporate purposes.

The Second Term Loan Amendment increased the existing DDT Loan by an aggregate principal amount of $100.0 million (the “Acquisition Loan”) to a total of $200.0 million, creating availability of $180.0 million, with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount thereof from and including the date of the funding on the Acquisition Loan (“Funding Date”) until paid in full.

The Second Term Loan Amendment increased the existing DDT Loan by an aggregate principal amount of $100.0 million (the “Acquisition Loan”) to a total of $200.0 million, with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount thereof from and including the date of the funding on the Acquisition Loan (“Funding Date”) until paid in full.

The LTIP provides for the grant of all or any of the following types of awards: (1) incentive stock options qualified as such under U.S. federal income tax laws; (2) stock options that do not qualify as incentive stock options; (3) stock appreciation rights; (4) restricted stock awards; (5) RSUs; (6) bonus stock; (7) dividend equivalents; (8) other stock-based awards; (9) cash awards; and (10) substitute awards.

The LTIP provides for the grant of all or any of the following types of awards: (1) incentive stock options qualified as such under U.S. federal income tax laws; (2) stock options that do not qualify as incentive stock options; (3) stock appreciation rights; (4) restricted stock awards; (5) restricted stock units (“RSUs”); (6) bonus stock; (7) dividend equivalents; (8) other stock-based awards; (9) cash awards; and (10) substitute awards.

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AESI 10-K 2023 vs 2024

Top changes in Atlas Energy Solutions Inc.'s 2025 10-K

Item 1A. Risk Factors

Item 1C. Cybersecurity

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