Atlas Energy Solutions Inc.

Current report

Power Equipment Reservation

Current report

On November 2, 2025, Atlas LLC entered into a reservation agreement (the “Reservation Agreement”) for the manufacture of approximately 240 megawatts of power generation equipment. The aggregate cost of such equipment is approximately $278.3 million. The Reservation Agreement was assigned to Stonebriar in connection with entry into the Lease Documents. The cost of the investment will be financed under the Lease Documents as progress payments become due. We expect deliveries to begin in late-2026. Pursuant to the Reservation Agreement, the parties agreed to negotiate and enter into an engineering, procurement and construction agreement governing the terms of the manufacture, delivery and installation of the equipment, which is expected to contain customary representations, warranties and agreements of the parties, indemnification obligations and other customary terms and conditions associated therewith. The Reservation Agreement and terms and conditions of sale also contain customary agreements of the parties and customary terms and conditions.

Current report

On July 28, 2025, Atlas LLC entered into the PropFlow Purchase Agreement with BCA HoldCo and certain other signatories thereto, pursuant to which Atlas LLC acquired 100% of the membership interests in PropFlow, and its wholly owned subsidiaries, for approximately $25.0 million in cash, subject to customary post-closing adjustments. In addition, up to $15.0 million in the aggregate in contingent earn-out consideration may be paid to BCA HoldCo in fiscal years 2027 and 2028 pursuant to the PropFlow Purchase Agreement, subject to the achievement of certain revenue targets. Pursuant to the PropFlow Purchase Agreement, Atlas acquired PropFlow’s patented on-wellsite proppant filtration technology. The Company borrowed $25.0 million under the 2023 ABL Credit Facility to fund the cash consideration for the PropFlow Acquisition. Additional information on these transactions can be found in Note 3 - Acquisitions of the Financial Statements included elsewhere in this Annual Report.

Current report

Registration Rights Agreement

Current report

Share Repurchase Program

Current report

During the year ended December 31, 2025, the Company repurchased 16,380 shares of Common Stock through open-market purchases under the share repurchase program, at an average price, including commission, of $12.21 per share, for an aggregate purchase price of $200,000. As of December 31, 2025, $199.8 million remains available under the share repurchase program.

Current report

On December 26, 2025, Atlas LLC and certain other subsidiaries of the Company entered into that certain Fourth Amendment to Loan, Security and Guaranty Agreement (the “Fourth 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. The Fourth ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.

Current report

In February 2025, we used a portion of the net proceeds from the Equity Offering to repay the remaining $70.0 million of outstanding principal under the 2023 ABL Credit Facility.

Current report

On July 25, 2025, the Company drew down $25.0 million under the 2023 ABL Credit Facility to fund cash consideration for the PropFlow Acquisition. On October 30, 2025, the Company drew down $25.0 million under the 2023 ABL Credit Facility for general corporate purposes.

Current report

Subsequent to December 31, 2025, the Company drew down $25.0 million on January 30, 2026, under the 2023 ABL Credit Facility, for general corporate purposes.

Current report

The 2025 Term Loan Credit Facility includes a discount of $20.2 million and de minimis deferred financing fees. The 2025 Term Loan Credit Facility also includes previously unamortized debt discount and deferred financing fees of $7.7 million associated with prior Stonebriar borrowings. These amounts are recorded as 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. For further discussion, see Note 9 -Debt, to the accompanying Financial Statements included elsewhere in this Annual Report.

Current report

The Company used the proceeds from the 2025 Term Loan Credit Facility (i) to refinance the existing 2023 Term Loan Credit Facility and the ADDT Loan (as defined below under “Debt Agreements ”), (ii) to finance the cash consideration for the Moser Acquisition, and (iii) for general corporate purposes.

Current report

On December 26, 2025, the Company, entered into the Lease Agreement by and between Galt, as lessee, and Stonebriar, as lessor, and the Interim Funding Agreement, by and between Galt and Stonebriar, pursuant to which Galt assigned a reservation agreement (the “Reservation Agreement”) for the manufacture of approximately 240 megawatts of power generation equipment (the “Equipment”) to Stonebriar and Stonebriar agreed to lease such power generation equipment back to Galt.

Current report

Pursuant to the Lease Documents, Stonebriar will make periodic advances up to $385.0 million and Galt will make payments to Stonebriar in two phases: (i) monthly rental payments in the amount of the unpaid balance of the aggregate amounts advanced by Stonebriar multiplied by a lease rate factor equal to a per annum rate equal to the sum of one-month Secured Overnight Financing Rate (“SOFR”) plus 635 basis point and (ii) once Equipment (as defined in the Interim Funding Agreement) under the Reservation Agreement is delivered to and accepted by Galt, monthly rental payments in an amount set forth in the applicable Schedule (as defined in the Interim Funding Agreement) relating to such Equipment. The Lease Agreement provides that Galt may terminate the Lease Agreement (x) prior to the Term Expiration Date (as defined in the Lease Agreement) for an early termination price set forth on the Schedule for such Equipment or (y) on the Term Expiration Date as set forth on the Schedule for such Equipment, in each case, subject to certain terms and conditions described in the Lease Agreement. The obligations under the Lease Agreement are guaranteed on an unsecured basis by the Company.

Current report

In February 2025, the Company used a portion of the proceeds from the Equity Offering to repay $101.3 million of the outstanding principal balance of the Deferred Cash Consideration Note. Subsequent to December 31, 2025, the Deferred Cash Consideration Note increased by $1.1 million in accordance with settlement terms from the Hi-Crush Merger Agreement. The remaining $10.0 million of principal, along with the subsequent $1.1 million increase was paid at maturity.

Current report

Demand for the Company’s power generation is predominantly influenced by accelerating needs for power in the U.S., juxtaposed against constrained electrical grid infrastructure. We anticipate an increasing demand for power generation in the U.S. due to aging transmission and distribution networks, extreme weather, and to support power demand growth primarily from data centers, artificial intelligence, and other advanced technologies, such as cloud information technology infrastructure. Many of these projects are trending towards long-term commitments and increased megawatt loads. The anticipated increase in demand coincides with existing constraints on the U.S. electrical grid, which currently faces significant challenges across both reliability and adequate power-generation capacity to support expected demand. The Company’s power offerings are configurable and can be scaled to match power demand on a “behind-the-meter” or “distributed” basis in a shorter timeline than many grid-based providers can service.

Current report

On April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all countries and has since announced individualized higher tariffs on certain other countries. Additionally, on June 3, 2025, the U.S. government imposed a 50% tariff on steel imports, an increase from the previously announced 25% tariff. As a result of the current administration’s trade policy, tariffs may increase our and our customers’ raw material input costs. Any further trade restrictions, retaliatory trade measures or additional tariffs could result in higher input costs to produce our products and increased costs to provide our services. To the extent that we are unable to pass all or any of such cost increases on to our customers, such cost increases could adversely affect our returns on investment and limit our ability to pursue future growth projects.

Current report

To the extent any such tariffs remain in place for a sustained period of time, or in the event of a global or domestic recession resulting therefrom, our customers could decide to delay currently planned growth projects or forego them entirely, each of which could result in decreased demand for our products and services and adversely affect our business and financial condition.

Current report

The effect of tariffs and the application and interpretation of existing trade agreements continues to evolve, and we continue to monitor these matters and assess any potential negative impacts on our business.

Current report

On February 24, 2025, the Company completed the Moser Acquisition, in which the Company acquired 100% of the authorized, issued and outstanding equity ownership interests in Moser AcquisitionCo and Moser Engine Service, Inc. (d/b/a Moser Energy Systems) in exchange for (i) cash consideration of $180.0 million and (ii) the Moser Stock Consideration. This history impacts the comparability of our operational results from year to year. Additional information on these transactions can be found in Note 3 - Acquisitions of the Financial Statements included elsewhere in this Annual Report.

Current report

Atlas Inc. is a corporation subject to U.S. federal, state and local income taxes. Prior to the initial public offering, Atlas Predecessor was treated as a partnership for U.S. federal income tax purposes and, therefore, was not subject to U.S. federal income tax at an entity level during the periods prior to the initial public offering. In addition, prior to the Up-C Simplification, Atlas Operating was treated as a partnership for U.S. federal income tax purposes, and as a result, a portion of our net taxable income was allocable for U.S. federal income tax purposes to the non-controlling interest holders of Atlas Operating, who generally incurred U.S. federal, state and local income taxes on their share of such net taxable income, instead of Atlas Inc. Following the Up-C Simplification, all the interests of Atlas Operating are now held directly or indirectly by Atlas Inc., and Atlas Inc. is subject to U.S. federal income tax on all of Atlas Operating’s net taxable income at a blended statutory rate of approximately 22%.

Current report

Rental revenue. Rental revenue is $58.5 million for the year ended December 31, 2025, due to the acquisition of Moser and the related revenue from leasing power equipment. There was no rental revenue for the year ended December 31, 2024.

Current report

Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $9.8 million to $272.5 million for the year ended December 31, 2025, as compared to $262.7 million for the year ended December 31, 2024, due to increased volume production along with an increase in utility and payroll costs.

Current report

Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals is $21.7 million for the year ended December 31, 2025, due to the acquisition of Moser and the cost of sales associated with leasing power equipment. There was no cost of sales related to rentals for the year ended December 31, 2024.

Current report

Selling, general and administrative expense. Selling, general and administrative expense increased by $32.6 million to $138.8 million for the year ended December 31, 2025, as compared to $106.2 million for the year ended December 31, 2024. The increase is due to an increase of $10.8 million from stock-based compensation, an increase of $8.3 million in other corporate expenses, as well as $13.5 million contribution from Moser for the year ended December 31, 2025, compared to the year ended December 31, 2024.

Current report

Credit loss expense. Credit loss expense is $4.8 million for the year ended December 31, 2025, as compared to de minimis credit loss expense for the year ended December 31, 2024, due to certain shortfall receivables. See Note 2 - Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Credit Losses for more information.

Current report

Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased $11.2 million to $23.5 million for the year ended December 31, 2025, as compared to $12.3 million for the year ended December 31, 2024. The increase was primarily due to the amortization of intangibles associated with the Moser Acquisition. See Note 3 – Acquisitions - Moser Acquisition for more information.

Current report

Change in fair value of contingent consideration. Change in fair value of contingent consideration is a gain of $3.4 million for the year ended December 31, 2025 due to fair value adjustments. See Note 17 - Fair Value Measurements for more information. There was no change in fair value of contingent consideration for the year ended December 31, 2024.

Current report

Insurance recovery (gain). Insurance recovery decreased by $17.9 million to $2.2 million for the year ended December 31, 2025, as compared to $20.1 million for the year ended December 31, 2024. The Company had a $2.2 million insurance claim for the damaged dredge asset for the year ended December 31, 2025, as compared to the $20.1 million insurance claim associated with the mechanical fire for the year ended December 31, 2024. See Note 6 - Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assets and Insurance Proceedsfor more information.

Current report

Net Cash Provided by Operating Activities. Net cash provided by operating activities was $117.3 million and $256.5 million for the years ended December 31, 2025 and 2024, respectively. Net income (loss) adjusted for non-cash items for the year ended December 31, 2025 resulted in a cash increase of $164.1 million compared with a cash increase of $233.9 million for the year ended December 31, 2024. This change was primarily due to lower earnings in 2025. Changes in net working capital for the year ended December 31, 2025 resulted in a cash decrease of $46.9 million compared with a cash increase of $22.5 million for the year ended December 31, 2024. This change was primarily due to a decrease in accounts payable and an increase in prepaid expenses and other current assets for the year ended December 31, 2025, when compared to the year ended December 31, 2024.

Current report

Net Cash Used in Investing Activities. Net cash used in investing activities was $344.8 million and $512.7 million for the years ended December 31, 2025 and 2024, respectively. The decrease in cash used is primarily attributable to less capital spending at the Kermit and Monahans facilities, OnCore distributed mining network, Dune Express and logistics assets during the year ended December 31, 2025, when compared to the year ended December 31, 2024. This was offset by a $50.7 million increase in acquisitions with Moser for the year ended December 31, 2025, when compared to Hi-Crush for the year ended December 31, 2024. Additionally, we collected $7.1 million less in insurance proceeds for the year ended December 31, 2025, when compared to the year ended December 31, 2024.

Current report

The 2025 Term Loan Credit Facility includes a discount of $20.2 million and de minimis deferred financing fees. As discussed below (2023 Term Loan Credit Facility), the 2025 Term Loan Credit Facility also includes previously unamortized debt discount and deferred financing fees of $7.7 million, associated with prior Stonebriar borrowings. These amounts are recorded as 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. Interest expense associated with the 2025 Term Loan Credit Facility was $43.6 million for the year ended December 31, 2025, and the interest expense associated with the discount and deferred financing costs was $2.9 million for the year ended December 31, 2025.

Current report

Deferred Cash Consideration Note

Current report

In February 2025, the Company used a portion of the proceeds from the Equity Offering to repay $101.3 million of the outstanding principal balance of the Deferred Cash Consideration Note. The remaining $10.0 million of principal was paid at maturity.

Current report

First Amendment to the 2023 Term Loan Credit Agreement

Current report

Repayment of the 2023 Term Loan Credit Agreement

Current report

On February 21, 2025, Atlas LLC entered into the 2025 Term Loan Credit Agreement with Stonebriar, proceeds from which were used to repay $332.4 million of the remaining principal and $1.8 million of accrued interest of the Initial Term Loan, the DDT Loan, and the ADDT Loan. As this transaction was accounted for as a modification under ASC 470, “Debt,” these fees paid to the lender, as well as previously unamortized debt discount and deferred financing fees associated with the Initial Term Loan, the DDT Loan, and the ADDT Loan of $7.7 million were deferred and recorded as a direct reduction from the carrying amount of the debt obligation on the consolidated balance sheets. These deferred costs are amortized to interest expense using the effective interest method. In connection with this refinancing, on February 21, 2025, we incurred prepayment fees on the Initial Term Loan, the DDT Loan, and the ADDT Loan of $13.3 million. The Company recorded the prepayment fees as additional debt discount and amortizes the amount as an adjustment over the remaining term of the modified debt instrument.

Current report

First Amendment to the 2023 ABL Credit Agreement

Current report

On January 27, 2025, Atlas LLC and certain other subsidiaries of the Company entered 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. The Second ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.

Current report

On December 26, 2025, Atlas LLC and certain other subsidiaries of the Company entered into the Fourth 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. The Fourth ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.

Previous report

Moser Acquisition

Previous report

Equity Offering

Previous report

On January 30, 2025, the Company entered into the Underwriting Agreement, relating to the underwritten offering of 11.5 million shares of Common Stock at a public offering price of $23.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,725,000 additional shares of Common Stock (the “Option”).

Previous report

Operational Updates

Previous report

Disposal of Assets

Previous report

On April 14, 2024, a mechanical fire occurred at one of the Company's plants in Kermit, Texas. The fire primarily impacted the feed system of the processing facility, which transports sand from the dryers and separators to storage silos. During the second quarter of 2024, the Company utilized temporary loadout equipment at the plant to continue production. The Company was able to transition to the temporary loadout within 11 days of the fire incident. Reconstruction of the feed system was completed in June 2024 and the plant was operational by June 30, 2024. The Company performed an impairment analysis on the Kermit asset group as a result of the fire and determined that no impairment was required. The damaged assets from the fire had a net book value of $11.1 million that was recorded as a loss on disposal of assets on the consolidated statements of operations. The Company filed an insurance claim for the fire incident and has recovered the costs associated with returning the plant to production. The Company has recorded $20.1 million of insurance recovery in connection with this incident as this recovery amount is deemed collectable and legally enforceable as of December 31, 2024. The proceeds are recorded as insurance recovery (gain) on the consolidated statements of operations and as cash and cash equivalents on the consolidated balance sheets for the $14.7 million received as of December 31, 2024 and as accounts receivable on the consolidated balance sheets for the $5.4 million not received as of December 31, 2024.

Previous report

During the third quarter of 2024, one of the Company's dredge mining assets was damaged during commissioning at one of the Kermit facilities. The damaged asset had a net book value of $8.6 million that was recorded as a loss on disposal of assets on the consolidated statements of operations.

Previous report

The Dune Express Electric Conveyor System

Previous report

The Dune Express was completed in December 2024. The Dune Express, which originates at our Kermit facilities and stretches into the middle of the Northern Delaware Basin, is the first long-haul proppant conveyor system in the world. The Dune Express is 42 miles in length, capable of transporting 13 million tons of proppant annually, and is strategically located to deliver proppant to the Northern Delaware Basin.

Previous report

Share Buyback Program

Previous report

In October 2024, the Board authorized a share repurchase program under which the Company may repurchase up to $200.0 million of outstanding stock through December 31, 2026. As of December 31, 2024, the Company has the ability to purchase up to $200.0 million of outstanding stock under this program. There were no shares of Common Stock repurchased during the year ended December 31, 2024.

Previous report

The shares may be repurchased from time to time in open market transactions at prevailing market prices, through block trades, in privately negotiated transactions, through derivative transactions or by other means and in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors including management's assessment of the intrinsic value of the Company's Common Stock, the market price of the Company's Common Stock, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, and other considerations. The exact number of shares to be repurchased by the Company is not guaranteed, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund the repurchases by using cash on hand and expected free cash flow to be generated over the next two years.

Previous report

In February 2025, the Company used a portion of the proceeds from an equity offering to repay $101.3 million of the outstanding principal balance of the Deferred Cash Consideration Note.

Previous report

The ADDT Loan included $1.5 million of debt discount $0.5 million 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.

Previous report

On February 8, 2024, the Company declared a dividend of $0.21 per share (base dividend of $0.16 per share and a variable dividend of $0.05 per share) of Common Stock. The dividend was paid on February 29, 2024 to holders of record of Common Stock as of the close of business on February 22, 2024.

Previous report

On May 6, 2024, the Company declared a dividend of $0.22 per share (base dividend of $0.16 per share and a variable dividend of $0.06 per share) of Common Stock. The dividend was paid on May 23, 2024 to holders of record of Common Stock as of the close of business on May 16, 2024.

Previous report

On August 1, 2024, the Company declared a dividend of $0.23 per share of Common Stock. The dividend was paid on August 22, 2024 to holders of record of Common Stock as of the close of business on August 15, 2024.

Previous report

On October 24, 2024, the Company declared a dividend of $0.24 per share of Common Stock. The dividend was paid on November 14, 2024 to holders of record of Common Stock as of the close of business on November 7, 2024.

Previous report

On February 11, 2025, the Company declared a dividend of $0.25 per share of Common Stock. The dividend will be payable on February 28, 2025 to holders of record of Common Stock as of the close of business on February 21, 2025.

Previous report

Atlas Inc. is a corporation subject to U.S. federal, state and local income taxes. Although Atlas Predecessor is subject to margin tax in the State of Texas (at less than 1% of modified pre-tax earnings), it is and historically has been treated as a pass-through entity for U.S. federal, state and local income tax purposes, and as such generally is and was not subject to U.S. federal, state or local income taxes. Rather, the tax liability with respect to the taxable income of Atlas Predecessor is and was passed through to its owners. Accordingly, the financial data attributable to Atlas Predecessor contains no provision for U.S. federal income taxes or income taxes in any state or locality (other than margin tax in the State of Texas). Atlas Inc. is subject to U.S. federal, state and local taxes at a blended statutory rate of approximately 22%.

Previous report

Cost of sales (excluding depreciation, depletion and accretion) related to product sales increased by $1.0 million to $131.8 million for the year ended December 31, 2023, as compared to $130.8 million for the year ended December 31, 2022, due to higher sales volumes, which increased maintenance expense and mining costs.

Previous report

Selling, general and administrative expense. Selling, general and administrative expense increased by $24.3 million to $48.6 million for the year ended December 31, 2023, as compared to $24.3 million for the year ended December 31, 2022. The increase was primarily due to an increase of $10.7 million of employee costs, including an increase of $6.7 million of stock- and unit-based compensation expense, $8.3 million of travel, sales and other corporate expenses associated with increased opportunities to conduct commercial business development efforts, incremental costs incurred in conjunction with our transition to a publicly traded company, and broadening sales efforts due to our substantial growth in the logistics space, and $5.3 million for non-recurring transaction costs related to the Up-C Simplification and the refinancing of the 2023 Term Loan Credit Facility during the year ended December 31, 2023.

Previous report

Interest expense, net. Interest expense, net decreased by $8.1 million to $7.7 million for the year ended December 31, 2023, as compared to $15.8 million for the year ended December 31, 2022. The decrease was driven by an increase in interest income of $9.8 million related to interest earned on net IPO proceeds.

Previous report

Income tax expense. Income tax expense increased by $29.5 million to $31.4 million for the year ended December 31, 2023, as compared to $1.9 million for the year ended December 31, 2022. The increase was primarily due to Atlas Inc. incurring U.S. federal income taxes subsequent to our IPO-related reorganization in March of 2023.

Previous report

Net Cash Provided by Operating Activities. Net cash provided by operating activities was $299.0 million and $206.0 million for the years ended December 31, 2023 and 2022, respectively. The increase was attributable to increased revenues of $131.2 million, offset by a $61.5 million increase in cost of sales (excluding depreciation, depletion and accretion expense) and a $34.8 million increase in cash from changes in working capital primarily attributable to a decrease in our accounts receivable balance from December 31, 2022 to December 31, 2023.

Previous report

Net Cash Used in Investing Activities. Net cash used in investing activities was $365.5 million and $89.6 million for the years ended December 31, 2023 and 2022, respectively. The increase was due to an increase in capital spending in connection with the Dune Express, plant capacity expansion at our Kermit location, and logistics assets during the year ended December 31, 2023, when compared to the year ended December 31, 2022.

Previous report

2023 Term Loan Credit Facility

Previous report

2023 ABL Credit Facility

Previous report

2021 Term Loan Credit Facility

Previous report

In order to calculate depreciation of our fixed assets, other than plant facilities and mine development costs, we use the best estimated useful lives at the time the asset is placed into service.

Previous report

Emerging Growth Company Status

Previous report

Prior to December 31, 2024, we were an “emerging growth company” under the JOBS ACT definition, which allowed us to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. We became a large accelerated filer as of December 31, 2024 and are consequently no longer an emerging growth company as of that date and for purposes of filing this Annual Report. Therefore, we are no longer able to use the extended transition period for complying with new or revised accounting standards available to emerging growth companies and we are required to adopt new or revised accounting standards as of the effective dates for public companies. All new accounting pronouncements recently adopted are discussed in Note 2 -Summary of Significant Accounting Policiesto the accompanying Financial Statements included elsewhere in this Annual Report.

Current report — wording carried from elsewhere

On February 11, 2025, the Company declared a dividend of $0.25 per share of Common Stock. The dividend was paid on February 28, 2025 to holders of record of Common Stock as of the close of business on February 21, 2025.

Current report — wording carried from elsewhere

On May 2, 2025, the Company declared a dividend of $0.25 per share of Common Stock. The dividend was paid on May 22, 2025 to holders of record of Common Stock as of the close of business on May 15, 2025.

Current report — wording carried from elsewhere

On August 3, 2025, the Company declared a dividend of $0.25 per share of Common Stock. The dividend was paid on August 21, 2025 to holders of record of Common Stock as of the close of business on August 14, 2025.

Current report — wording carried from elsewhere

Loss on disposal of assets. There was no loss on disposal of assets for the year ended December 31, 2025, as compared to $19.7 million loss on disposal of assets for the year ended December 31, 2024, due to $11.1 million disposal of certain assets associated with the mechanical fire at the Kermit facility and the $8.6 million disposal from the damaged dredge asset. See Note 6 - Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assets and Insurance Proceedsfor more information.

Current report — wording carried from elsewhere

Interest (expense), net. Interest expense, net increased by $19.4 million to $58.0 million for the year ended December 31, 2025, as compared to $38.6 million for the year ended December 31, 2024. The increase is driven by the 2025 Term Loan Credit Facility and associated debt refinancing.

Current report — wording carried from elsewhere

Income tax expense (benefit). Income tax expense (benefit) decreased by $33.7 million to $(17.9) million for the year ended December 31, 2025, as compared to $15.8 million for the year ended December 31, 2024. The decrease is primarily due to a decrease in income before income taxes.

Current report — wording carried from elsewhere

The 2025 Term Loan Credit Facility is payable in eighty-five consecutive monthly installments, consisting of forty-eight monthly installments of combined principal and interest, thirty-six installments of interest only payments, and a final payment of the remaining outstanding principal balance at maturity. The 2025 Term Loan Credit Facility has a final maturity date of March 1, 2032. The 2025 Term Loan Credit Facility bears interest at a rate equal to 9.51% per annum.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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. The Make-Whole Amount shall equal zero (0) when calculating any prepayment made after February 21, 2027. Upon the maturity of the 2025 Term Loan Credit Facility, the entire unpaid principal amount of the loan outstanding thereunder, together with interest, fees and other amounts payable in connection with the facility, will be immediately due and payable without further notice or demand.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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. Such financial covenants are tested as of the last day of each fiscal quarter.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

On January 27, 2025, the Company entered into the Second Term Loan Amendment to the 2023 Term Loan Credit Agreement, among the Company and certain of its subsidiaries as guarantors, Atlas LLC, as borrower, the lenders party thereto and Stonebriar, as administrative agent, which amends the 2023 Term Loan Credit Agreement.

Current report — wording carried from elsewhere

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 Acquisition Loan accrued interest at a rate equal to 5.95% plus the greater of (A) the Term SOFR and (B) 4.30%, as determined on the Funding Date the Acquisition Loan was payable in 60 consecutive monthly installments of combined principal and interest. In the event of a prepayment of the Acquisition Loan, Atlas LLC was required to pay, and we had agreed to guaranty payment by Atlas LLC of, a premium on such prepayment amount of (A) 4%, if prepaid on or prior to the first anniversary of the Funding Date, (B) 3% if prepaid after the first, but on or prior to the second, anniversary of the Funding Date and (C) 2% if paid after the second anniversary of the Funding Date.

Current report — wording carried from elsewhere

The Second ABL Amendment permitted the Company and its applicable affiliates to enter into the Second Term Loan Amendment, pursuant to which the principal amount of the existing DDT Loan was increased by an aggregate principal amount of $100.0 million.

Current report — wording carried from elsewhere

On February 21, 2025, Atlas LLC and certain other subsidiaries of the Company entered into the Third 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. The Third ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.

Current report — wording carried from elsewhere

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.

Previous report — wording carried elsewhere

In accordance with the Hi-Crush Merger Agreement, the Company issued the Deferred Cash Consideration Note in an aggregate principle amount of $111.3 million as of December 31, 2024. The Deferred Cash Consideration Note was part of the consideration transferred and valued at fair value at the acquisition date. The Deferred Cash Consideration Note bears interest at a rate of 5.00% per annum if paid in cash, or 7.00% per annum if paid in kind. Interest on the Deferred Cash Consideration Note is payable quarterly in arrears beginning March 29, 2024 through maturity of January 31, 2026.

Previous report — wording carried elsewhere

The Deferred Cash Consideration Note included $4.6 million of debt discount and approximately $0.1 million 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.

Previous report — wording carried elsewhere

On February 26, 2024, the Company, Atlas LLC and certain other subsidiaries, entered the Term Loan Amendment, which provided an additional delayed draw term loan (the “ADDT Loan”), in the aggregate principal amount of $150.0 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 amendment until paid in full at the rate of 10.86% per annum. The ADDT Loan is payable in 76 consecutive monthly installments of combined principal and interest, each in the amount of $2.7 million commencing April 1, 2024 and continuing up to and including August 1, 2030.

Previous report — wording carried elsewhere

On February 26, 2024, Atlas LLC and certain other subsidiaries of the Company entered into the ABL Amendment. The ABL Amendment increased the revolving credit commitment to $125.0 million. The existing lenders increased their commitment by $25.0 million which resulted in a debt modification under Accounting Standards Codification (“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. 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.

Previous report — wording carried elsewhere

The ABL Amendment requires that if Availability (as defined in the 2023 ABL Credit Agreement) 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.

Previous report — wording carried elsewhere

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. Additionally, Atlas LLC may make additional payments of dividends and distributions in qualified equity interests and may make Permitted Tax Distributions (as defined under the 2023 ABL Credit Agreement).

Previous report — wording carried elsewhere

Delayed Draw Term Loan under the 2023 Term Loan Credit Agreement

Previous report — wording carried elsewhere

On November 8, 2024, the Company drew down $20.0 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%. This DDT Loan shall be payable in 69 consecutive monthly installments commencing on December 1, 2024 and continuing on each Payment Day up to and including August 1, 2030 and then a final installment also payable on August 1, 2030.

Previous report — wording carried elsewhere

Second Amendment to the 2023 Term Loan Credit Agreement

Previous report — wording carried elsewhere

Second Amendment to the 2023 ABL Credit Agreement

Previous report — wording carried elsewhere

Third Amendment to the 2023 ABL Credit Agreement

Previous report — wording carried elsewhere

Atlas LLC’s obligations under the Deferred Cash Consideration Note are secured by certain of the assets acquired in connection with the Hi-Crush Transaction. The Deferred Cash Consideration Note is also unconditionally guaranteed by Atlas LLC on an unsecured basis.

Previous report — wording carried elsewhere

The expected future cash flows used for impairment reviews and related fair value calculations are based on subjective, judgmental assessments of projected revenue growth, pricing, gross profit rates, SG&A rates, working capital fluctuations, capital expenditures, discount rates and terminal growth rates. The acquired definite-lived intangible assets are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For further discussion on our recently completed acquisition, see Note 4 -Goodwill and Acquired Intangible Assets, to the accompanying Financial Statements included elsewhere in this Annual Report.