Atlas Energy Solutions Inc. Prices Upsized \$390 Million Private Placement of Convertible Senior Notes Due 2031

Key Highlights for Investors

• Offering Size: Atlas Energy Solutions Inc. (NYSE: AESI) has priced a significantly upsized \$390 million aggregate principal amount of 0.50% Convertible Senior Notes due 2031, increased from the previously announced \$300 million.
• Additional Option: Initial purchasers have an option to acquire up to an additional \$60 million in notes within 13 calendar days of issuance.
• Net Proceeds: The Company estimates net proceeds of approximately \$377 million (or \$435 million if the over-allotment is fully exercised), after deducting discounts, commissions, and offering expenses.
• Interest Rate and Maturity: The notes bear interest at an attractive rate of 0.50% per annum, payable semi-annually, and mature on April 15, 2031.
• Conversion Details: The initial conversion rate is 68.9275 shares per \$1,000 principal, implying a conversion price of \$14.51 per share—a 30% premium over the last closing price of \$11.16 (as of April 6, 2026).
• Capped Call Transactions: The Company has entered into capped call transactions to mitigate potential dilution, with a cap price of \$22.32, representing a 100% premium to the last closing price.

Detailed Use of Proceeds

• Approximately \$43 million (or \$50 million if the option is fully exercised) to fund the capped call transactions.
• About \$66 million to repay outstanding advances under Master Lease and Interim Funding Agreements with Stonebriar Commercial Finance LLC, including a \$5 million termination fee.
• Approximately \$75 million to repay borrowings under the 2023 ABL Credit Facility.
• Remaining proceeds for general corporate purposes, including purchasing power generation equipment under a Global Framework Agreement with Caterpillar Inc., along with related equipment.

Key Terms of the Convertible Notes

• Seniority: These notes are senior unsecured obligations of Atlas Energy Solutions Inc. and are not guaranteed by any subsidiary.
• Conversion Rights: Prior to January 15, 2031, conversion is only permitted in certain circumstances and specified periods. After that date, holders may convert at any time until just prior to maturity. Upon conversion, Atlas may settle in cash, common stock, or a combination thereof.
• Redemption: Atlas may redeem the notes (in whole or in part) for cash on or after April 20, 2029, but only if the stock price exceeds 130% of the conversion price for a specified period. Redemption price will include principal plus accrued interest.
• Fundamental Change Protection: Holders may require Atlas to repurchase notes for cash at principal plus accrued interest if certain defined “fundamental changes” occur.

Capped Call Transactions: Limiting Dilution Risk

Atlas has entered into capped call transactions with affiliates of the initial purchasers and other financial institutions. These are designed to reduce potential dilution to shareholders upon conversion of the notes and/or offset potential cash payments above principal. The capped call transactions initially cover the same number of shares underlying the notes, with anti-dilution adjustments similar to those in the notes.

Key Capped Call Terms:

• Strike Price: Matches the initial conversion price of \$14.51 per share.
• Cap Price: \$22.32 per share (100% premium to the last closing price).
• If the market price exceeds the cap, there may still be dilution or un-offset cash payments.

Option counterparties are expected to hedge their exposure by buying shares and/or entering into derivatives, potentially impacting the share price in the short term.

Potential Share Price Impact and Shareholder Considerations

• Dilution Risk: If the notes are converted, there is potential dilution at prices above \$14.51 per share, though capped call transactions provide some protection up to \$22.32 per share.
• Short-Term Volatility: The hedging activities by capped call counterparties may cause temporary increases or decreases in the AESI share price around the time of issuance and during any conversion periods.
• Debt Reduction: Significant proceeds will be used to pay down existing borrowings, improving the Company’s balance sheet and potentially reducing interest expense.
• Strategic Investments: Proceeds will also support the purchase of power generation equipment, a move that may support future growth and operational efficiency.
• Attractive Terms: The 0.50% coupon and 30% conversion premium may be viewed favorably by the market, reflecting confidence in the Company’s outlook and limiting cost of capital.

Company Overview

Atlas Energy Solutions Inc. is a leading solutions provider to the energy industry, with offerings that include oilfield logistics, distributed power systems, and the largest proppant supply network in the Permian Basin. The company emphasizes technology, automation, and remote operations to enhance efficiency and value creation for shareholders.

Risks and Forward-Looking Statements

Investors should note that forward-looking statements in this announcement are subject to numerous risks, including but not limited to: execution of business strategy, market demand for power generation, regulatory changes, commodity price volatility, geopolitical risks (e.g., conflicts in Ukraine, Israel, Middle East), operational costs, customer concentration, and factors disclosed in Atlas’ SEC filings under “Risk Factors.” Actual results could differ materially from those anticipated.

Investor Contact

Kyle Turlington
5918 W Courtyard Drive, Suite #500
Austin, Texas 78730, United States
Phone: 512-220-1200
Email: [email protected]

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to sell, or the solicitation of an offer to buy, any securities. Investors should consult their own advisors and review the official filings and disclosures before making any investment decisions. The offering described herein is being made only to qualified institutional buyers in compliance with Rule 144A under the Securities Act and is subject to the risks described in Atlas Energy Solutions Inc.’s filings with the SEC.

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