Atlas Energy Solutions Inc.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
AESI$5.41+1.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-333424
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001193125-26-445547
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 237 previous paragraphs and 254 current paragraphs.
166 unchanged; 58 reworded; 27 added; 7 removed; 6 previous and 3 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
our ability to participate in and execute on opportunities in the private grid power market;
Current report
the continued growth of demand in the private grid power market;
Current report
Purchase Commitments
Current report
On July 23, 2026, Atlas Energy Solutions ProjectCo, LLC, a Texas limited liability company and an indirect wholly owned subsidiary of the Company (“ProjectCo”) entered into a purchase commitment for power equipment for approximately $43.1 million with 10% downpayment and progress billings, subject to customary terms and conditions and applicable shipping and taxes. Delivery of equipment is expected to take place in 2027. This purchase commitment is supported by a cost reimbursement agreement entered into by Atlas Energy Solutions Shackelford 1, LLC (“Shackelford”), a Texas limited liability company and an indirect wholly owned subsidiary of the Company, with a leading frontier AI lab, which is also the intended off taker for the power generation project.
Current report
On September 18, 2026, Shackelford entered into a Purchase Agreement (the “BoP Purchase Agreement”) with Wyoming Machinery Company d/b/a Energy Solutions, a Wyoming corporation (“WMC”), for the purchase of balance-of-plant equipment (the “BoP Equipment”) for a specific power generation project. Under the BoP Purchase Agreement, WMC will procure and make available for shipment between June 2027 and December 2027 the BoP Equipment for an aggregate purchase price of approximately $340.5 million, payable in installments from September 2026 through May 2027, with 10% of the purchase price withheld until WMC completes its obligations under the BoP Purchase Agreement. Shackelford may terminate the BoP Purchase Agreement as to all or any portion of the BoP Equipment for convenience upon not less than 14-day prior written notice, in which case Shackelford must pay amounts then due and WMC’s documented cancellation costs and reasonable internal costs, overhead and profit attributable to work performed through termination, subject to WMC’s obligation to mitigate any such costs. The BoP Purchase Agreement is supported by a cost reimbursement agreement entered into by Shackelford with a leading frontier AI lab, which is also the intended off taker for the power generation project.
Current report
On September 18, 2026, Shackelford also entered into a separate Purchase Agreement (the “Generator Purchase Agreement”) with WMC for the purchase of approximately 328 MW of power generation equipment, associated equipment and project engineering services (the “Generator Equipment”) for an aggregate purchase price of approximately $273.0 million, payable in installments from September 2026 through January 2028. The purchase price includes tariffs, which are passed through at the actual amounts charged by Caterpillar Inc. (“Caterpillar”) and paid or payable by WMC and are subject to adjustment for any increase, decrease, exemption, refund or credit in the applicable tariff amounts. The Generator Equipment is scheduled to be ready to ship between April 2027 and February 2028. Subject to confirmation from Caterpillar, the execution of the Generator Purchase Agreement satisfies a portion of the purchase obligation of ProjectCo, under the previously announced Global Framework Agreement between ProjectCo and Caterpillar (the “GFA”).
Current report
On September 21, 2026, ProjectCo entered into a purchase commitment for power equipment for approximately $220.2 million with 15% downpayment and progress billings, subject to customary terms and conditions and applicable shipping and taxes. Delivery of equipment is expected to take place in 2027. This purchase commitment is supported by a cost reimbursement agreement entered into by ProjectCo with a leading frontier AI lab, which is also the intended off taker for the ProjectCo Project.
Current report
On September 24, 2026, ProjectCo entered into a purchase commitment for power equipment for approximately $27.9 million with progress billings, subject to customary terms and conditions and applicable shipping and taxes. Delivery of equipment is expected to take place in 2028. This purchase commitment is supported by a cost reimbursement agreement entered into by ProjectCo with a leading frontier AI lab, which is also the intended off taker for the ProjectCo Project.
Current report
On August 28, 2026 and October 2, 2026, the Company drew down $30.0 million and $15.0 million, respectively, under the 2023 ABL Credit Facility (defined below under Debt Agreements) for general corporate purposes.
Current report
On September 30, 2026, Atlas LLC and certain subsidiaries of the Company entered into that certain Sixth Amendment to Loan, Security and Guaranty Agreement (the “Sixth ABL Amendment”), among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. The Sixth ABL Amendment amends that certain Loan, Security and Guaranty Agreement, dated as of February 22, 2023, as amended, to, among other things, permit an internal reorganization of certain of the Company’s subsidiaries.
Current report
Bridge Loan Credit Agreement
Current report
On October 22, 2026 (the “Effective Date”), ProjectCo (the “Borrower”) and certain of its affiliates entered into a credit agreement (the “Bridge Loan Credit Agreement”) with Goldman Sachs Bank USA, as administrative agent (“GS”), and the lenders party thereto (collectively, the “Lenders”), pursuant to which the Lenders committed to provide term loans in an aggregate principal amount of up to $424 million, with the ability to request up to $286 million of incremental commitments, subject to lender consent and other conditions. The Borrower expects to use the proceeds of such term loans to finance the purchase of certain qualifying equipment for two power generation projects, to reimburse affiliates for certain equipment costs previously funded and to pay related fees and expenses.
Current report
Borrowings under the Bridge Loan Credit Agreement bear interest, at the Borrower’s option, at a rate equal to either (i) Adjusted Term Secured Overnight Financing Rate (“SOFR”) Rate plus 2.50% or (ii) the Alternate Base Rate plus 1.50% (each as defined in the Bridge Loan Credit Agreement), with each margin increasing by 0.50% beginning six months after the Effective Date. The Borrower is also required to pay a commitment fee of 0.50% per annum on undrawn commitments and a duration fee of 0.50% of the aggregate commitments on each six-month anniversary of the Effective Date on which loans remain outstanding.
Current report
The Bridge Loan Credit Agreement contains certain covenants that the Company considers customary for a facility of this type, including, but not limited to, limitations on the Borrower’s and certain of its subsidiaries’ incurrence of additional debt, granting of liens, and making dispositions, investments and restricted payments. The Bridge Loan Credit Agreement does not include financial maintenance covenants.
Current report
The Borrower is required to make prepayments with payments received under the cost reimbursement agreements supporting the financed equipment, the proceeds of certain indebtedness, including long-term project financing, upon the issuance of certain equity securities, and upon certain asset dispositions and casualty events. The outstanding amounts under the Bridge Loan Credit Agreement will mature 180 days after the Effective Date, subject to a one-time option to extend the maturity by 184 days upon the satisfaction of certain conditions, including the consent of the Lenders.
Current report
To secure borrowings under the Bridge Loan Credit Agreement, the Borrower and certain of its subsidiaries have pledged substantially all of their assets and the Borrower’s direct parent has pledged the equity interests of the Borrower as collateral to GS for the benefit of the Lenders. The Borrower’s obligations under the Bridge Loan Credit Agreement are guaranteed on an unsecured basis by the Company.
Current report
Borrowings under the Bridge Loan Credit Agreement are subject to acceleration upon the occurrence of events of default that the Company considers customary, including, among others, the failure to pay principal or interest, violation of covenants, default on other indebtedness and the termination of certain material contracts.
Current report
On October 22, 2026, ProjectCo drew down $171.2 million under the Bridge Loan Credit Agreement to purchase certain power equipment.
Current report
Rental Revenue. Rental revenue increased by $12.7 million to $29.1 million for the three months ended September 30, 2026, as compared to $16.4 million for the three months ended September 30, 2025. The increase was primarily driven by higher utilization of our power equipment and a shift in our rental fleet mix toward higher-capacity power equipment, which commands higher rental rates.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
Rental Revenue. Rental revenue increased by $34.2 million to $73.6 million for the nine months ended September 30, 2026, as compared to $39.4 million for the nine months ended September 30, 2025. The increase was primarily driven by higher utilization of our power equipment and a shift in our rental fleet mix toward higher-capacity power equipment, which commands higher rental rates.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
On August 28, 2026, the Company drew down $30.0 million under the 2023 ABL Credit Facility for general corporate purposes.
Current report
Subsequent to September 30, 2026, the Company drew down $15.0 million on October 2, 2026, under the 2023 ABL Credit Facility, for general corporate purposes.
Current report
On September 30, 2026, Atlas LLC and certain subsidiaries of the Company entered into that certain Sixth Amendment to Loan, Security and Guaranty Agreement (the “Sixth ABL Amendment”), among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. The Sixth ABL Amendment amends that certain Loan, Security and Guaranty Agreement, dated as of February 22, 2023, as amended, to, among other things, permit an internal reorganization of certain of the Company’s subsidiaries.
Current report
Master Lease Agreement and Interim Funding Agreement
Current report
On August 28, 2026, the Company and Stonebriar mutually terminated the Lease Documents.
Removed paragraphs (7)
Previous report
Power Purchase Agreement
Previous report
On April 1, 2026, the Company announced that Socorro entered into a five-year power purchase agreement (with options to renew for two five-year terms, up to an additional 10 years) (the “PPA”) with a technology infrastructure provider (the “Customer”), pursuant to which the Company has agreed to develop a power facility and provide dedicated on-site power generation capacity for the Customer. The equipment to be delivered pursuant to the PPA represents 50% of the 240 MW of recently ordered power generation equipment from a dealer of Caterpillar Inc., which was previously announced on November 3, 2025. The Company anticipates full energization during the first half of 2027, subject to customary conditions.
Previous report
On April 15, 2026, the Company paid down $66.2 million of outstanding borrowings under the Lease Documents with Stonebriar Commercial Finance LLC (“Stonebriar”).
Previous report
Rental Revenue. Rental revenue increased by $11.3 million to $27.0 million for the three months ended June 30, 2026, as compared to $15.7 million for the three months ended June 30, 2025. The increase in rental revenue was due to more power equipment being leased to customers for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Previous report
Rental Revenue. Rental revenue increased by $21.5 million to $44.5 million for the six months ended June 30, 2026, as compared to $23.0 million for the six months ended June 30, 2025. The increase in rental revenue was due to more power equipment being leased to customers for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Reworded paragraphs (58)
Previous wording
This Report contains forward-looking statements that are subject to risks and uncertainties. All statements, other than statements of historical fact included in this Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Report, the words “may,” “forecast,” “continue,” “could,” “would,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section titled “Risk Factors” included in this Report and in our Annual Report, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 5, 2026. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward-looking statements contained in this Report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to:
Current wording
This Report contains forward-looking statements that are subject to risks and uncertainties. All statements, other than statements of historical fact included in this Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Report, the words “may,” “forecast,” “continue,” “could,” “would,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section titled “Risk Factors” included in this Report and in our Annual Report, and our Quarterly Report on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, filed with the SEC on May 5, 2026 and August 4, 2026, respectively. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward-looking statements contained in this Report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to:
Previous wording
Atlas Energy Solutions Inc., a Delaware corporation (f/k/a New Atlas HoldCo. Inc.) (“New Atlas” and together with its subsidiaries “we,” “us,” “our,” or the “Company”), was formed on June 28, 2023, pursuant to the laws of the State of Delaware, and is the successor to AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (“Old Atlas”). New Atlas is a holding company and the ultimate parent company of Atlas Sand Company, LLC (“Atlas LLC”), a Delaware limited liability company and Atlas Energy Solutions Socorro, LLC (“Socorro”) (f/k/a Galt Power Solutions LLC), a Texas limited liability company. The Company has two segments, the sand and logistics segment and the power segment.
Current wording
Atlas Energy Solutions Inc., a Delaware corporation (f/k/a New Atlas HoldCo. Inc.) (“New Atlas” and together with its subsidiaries “we,” “us,” “our,” or the “Company”), was formed on June 28, 2023, pursuant to the laws of the State of Delaware, and is the successor to AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (“Old Atlas”). New Atlas is a holding company and the ultimate parent company of Atlas Sand Company, LLC (“Atlas LLC”), a Delaware limited liability company and Atlas Energy Solutions ProjectCo Holdings, LLC (“ProjectCo Holdings”), a Texas limited liability company. The Company has two segments, the sand and logistics segment and the power segment.
Previous wording
For additional information on the terms of the 2031 Notes and the Capped Call Transactions, refer to Note 8 -Debtof the unaudited condensed consolidated financial statements (the “Financial Statements”) included elsewhere in this Report.
Current wording
For additional information on the purchase commitments, refer to Note 9 -Commitments and Contingenciesof the unaudited condensed consolidated financial statements (the “Financial Statements”) included elsewhere in this Report.
Previous wording
Drilling and completions activity is highly correlated to commodity prices. West Texas Intermediate crude oil averaged $95.99 per barrel in the second quarter of 2026, roughly 48.5% increase year over year versus $64.63 per barrel in the second quarter of 2025. The near-term price outlook remains volatile amid rapidly changing U.S. – Iran relations, with potential stabilization in the second half of 2026. Longer term, global economic growth, energy security priorities, and projected multi-year increases in power consumption could bolster demand for both crude and natural gas.
Current wording
Drilling and completions activity is highly correlated to commodity prices. West Texas Intermediate crude oil averaged $87.22 per barrel in the third quarter of 2026, roughly a 32.7% increase year over year versus $65.74 per barrel in the third quarter of 2025. The near-term price outlook remains volatile amid rapidly changing U.S. – Iran relations, with expected continued increases in the fourth quarter of 2026 due to East-West pipeline attacks in Saudi Arabia. Longer term, global economic growth, energy security priorities, and projected multi-year increases in power consumption could bolster demand for both crude and natural gas.
Previous wording
We define Adjusted EBITDA as net income before depreciation, depletion and accretion expense, amortization expense of acquired intangible assets, interest expense, income tax expense, stock and unit-based compensation, loss on extinguishment of debt, loss on disposal of assets, insurance recovery (gain), unrealized commodity derivative gain (loss), litigation-related costs, net, other acquisition related costs, and other non-recurring costs. 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. We exclude the items listed above from net income in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain prior period litigation-related costs, net are now included as an add-back to Adjusted EBITDA in order to conform to the current period presentation and to more accurately describe the Company’s consolidated operating performance and results period-over-period.
Current wording
We define Adjusted EBITDA as net income before depreciation, depletion and accretion expense, amortization expense of acquired intangible assets, interest expense, income tax expense, stock and unit-based compensation, loss on extinguishment of debt, loss on disposal of assets, insurance recovery (gain), unrealized commodity derivative gain (loss), litigation-related costs, net, other acquisition related costs, and other non-recurring costs. 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. We exclude the items listed above from net income in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain prior period litigation-related costs, net and certain non-recurring costs are now included as an add-back to Adjusted EBITDA in order to conform to the current period presentation and to more accurately describe the Company’s consolidated operating performance and results period-over-period.
Previous wording
We define Maintenance Capital Expenditures as capital expenditures excluding growth capital expenditures, reconstruction of previously incurred growth capital expenditures, equipment assets acquired through debt, and asset retirement obligations.
Current wording
We define Maintenance Capital Expenditures as capital expenditures excluding growth capital expenditures, reconstruction of previously incurred growth capital expenditures, equipment assets acquired through debt, and asset retirement obligations. Certain prior period capital expenditures were reclassified to conform to the current period presentation and to more accurately describe the Company’s consolidated operating performance and results period-over-period.
Previous wording
(3) Other non-recurring costs includes loss on early payoff of lease financing, credit loss expense due to a dispute with a counterparty, costs incurred during our 2025 Term Loan Credit Facility (defined below under Debt Agreements) transaction, and other infrequent and unusual costs.
Current wording
(3) Other non-recurring costs includes loss on early payoff of lease financing, legal fees related to the Company’s potential reincorporation from Delaware to Texas, legal and consulting fees related to significant customer negotiations, credit loss expense due to a dispute with a counterparty, costs incurred during our 2025 Term Loan Credit Facility (defined below under Debt Agreements) transaction, and other infrequent and unusual costs which include Northeast logistic shutdown cost of $1.4 million for the three and nine months ended September 30, 2026.
Previous wording
(4) Represents transactions costs incurred in connection with acquisitions, including fees paid to finance, legal, accounting and other advisors, employee retention and benefit costs, and other operational and corporate costs.
Current wording
(4) Represents transaction costs incurred in connection with acquisitions, including fees paid to finance, legal, accounting and other advisors, employee retention and benefit costs, and other operational and corporate costs.
Previous wording
Product Revenue. Product revenue decreased by $23.1 million to $103.5 million for the three months ended June 30, 2026, as compared to $126.6 million for the three months ended June 30, 2025. Sand and logistics product revenue decreased by $25.1 million to $101.2 million for the three months ended June 30, 2026, as compared to $126.3 million for the three months ended June 30, 2025. There was a decrease in proppant prices between the periods which contributed to a $19.6 million decrease in product revenue. Additionally, a decrease in shortfall revenue contributed to an $11.5 million decrease in product revenue. The decrease was partially offset by an increase in proppant sales volumes and logistics equipment sales volumes between periods which contributed to a $6.0 million increase in product revenue. Power product revenue increased by $2.0 million to $2.3 million for the three months ended June 30, 2026, as compared to $0.3 million for the three months ended June 30, 2025. The increase was due to more power equipment units sold in 2026 compared to 2025.
Current wording
Product Revenue. Product revenue decreased by $9.6 million to $97.9 million for the three months ended September 30, 2026, as compared to $107.5 million for the three months ended September 30, 2025. Sand and logistics product revenue decreased by $12.4 million to $94.4 million for the three months ended September 30, 2026, as compared to $106.8 million for the three months ended September 30, 2025. There was a decrease in proppant prices between the periods which contributed to a $18.4 million decrease in product revenue. The decrease was partially offset by an increase in proppant sales volumes and logistics equipment sales volumes between periods which contributed to a $6.0 million increase in product revenue. Power product revenue increased by $2.8 million to $3.5 million for the three months ended September 30, 2026, as compared to $0.7 million for the three months ended September 30, 2025. The increase was due to more power equipment units sold in 2026 compared to 2025.
Previous wording
Service Revenue. Services revenue, which includes freight for last-mile logistics services, increased by $16.3 million to $162.7 million for the three months ended June 30, 2026, as compared to $146.4 million for the three months ended June 30, 2025. There was an increase in sales volumes shipped to last-mile logistics customers between periods which contributed to a $14.9 million increase in service revenue along with a $1.4 million increase in prices between periods.
Current wording
Service Revenue. Services revenue, which includes freight for last-mile logistics services, increased by $5.1 million to $140.8 million for the three months ended September 30, 2026, as compared to $135.7 million for the three months ended September 30, 2025. There was an increase in sales volumes shipped to last-mile logistics customers between periods which contributed to a $4.9 million increase in service revenue along with a $0.2 million increase in prices between periods.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) increased by $25.4 million to $221.3 million for the three months ended June 30, 2026, as compared to $195.9 million for the three months ended June 30, 2025.
Current wording
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) increased by $20.3 million to $215.5 million for the three months ended September 30, 2026, as compared to $195.2 million for the three months ended September 30, 2025.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $5.5 million to $71.8 million for the three months ended June 30, 2026, as compared to $66.3 million for the three months ended June 30, 2025. Sand and logistics cost of sales related to product revenue increased by $4.3 million to $70.4 million for the three months ended June 30, 2026, as compared to $66.1 million for the three months ended June 30, 2025. This increase was due to increased production resulting in increased production costs between periods. Power cost of sales related to product revenue increased by $1.2 million to $1.4 million for the three months ended June 30, 2026, as compared to $0.2 million for the three months ended June 30, 2025. The increase was due to more power equipment units sold between periods.
Current wording
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $6.7 million to $78.0 million for the three months ended September 30, 2026, as compared to $71.3 million for the three months ended September 30, 2025. Sand and logistics cost of sales related to product revenue increased by $4.9 million to $75.9 million for the three months ended September 30, 2026, as compared to $71.0 million for the three months ended September 30, 2025. This increase was due to increased production resulting in increased production costs between periods. Power cost of sales related to product revenue increased by $1.8 million to $2.1 million for the three months ended September 30, 2026, as compared to $0.3 million for the three months ended September 30, 2025. The increase was due to more power equipment units sold between periods.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion expense) related to services increased by $16.8 million to $140.7 million for the three months ended June 30, 2026, as compared to $123.9 million for the three months ended June 30, 2025. The increase was due to increased volumes delivered to last-mile logistics customers between periods.
Current wording
Cost of sales (excluding depreciation, depletion and accretion expense) related to services increased by $10.9 million to $128.7 million for the three months ended September 30, 2026, as compared to $117.8 million for the three months ended September 30, 2025. The increase was due to increased volumes delivered to last-mile logistics customers between periods resulting in higher logistics costs.
Previous wording
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals increased by $3.1 million to $8.8 million for the three months ended June 30, 2026, as compared to $5.7 million for the three months ended June 30, 2025. This increase was due to more power equipment being leased to customers for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.
Current wording
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals increased by $2.7 million to $8.8 million for the three months ended September 30, 2026, as compared to $6.1 million for the three months ended September 30, 2025. The increase was primarily driven by higher utilization of our power equipment between periods.
Previous wording
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $5.4 million to $46.0 million for the three months ended June 30, 2026, as compared to $40.6 million for the three months ended June 30, 2025. Sand and logistics depreciation, depletion and accretion expense increased by $2.0 million to $40.2 million for the three months ended June 30, 2026, as compared to $38.2 million for the three months ended June 30, 2025, due to an increase in depreciable assets placed into service when compared to the prior period. Power depreciation, depletion and accretion expense increased by $3.4 million to $5.8 million for the three months ended June 30, 2026, as compared to $2.4 million for the three months ended June 30, 2025, due to an increase in depreciable assets placed into service when compared to the prior period.
Current wording
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $6.5 million to $47.1 million for the three months ended September 30, 2026, as compared to $40.6 million for the three months ended September 30, 2025. Sand and logistics depreciation, depletion and accretion expense increased by $2.7 million to $40.7 million for the three months ended September 30, 2026, as compared to $38.0 million for the three months ended September 30, 2025, due to an increase in depreciable assets placed into service when compared to the prior period. Power depreciation, depletion and accretion expense increased by $3.8 million to $6.4 million for the three months ended September 30, 2026, as compared to $2.6 million for the three months ended September 30, 2025, due to an increase in depreciable assets placed into service when compared to the prior period.
Previous wording
Selling, general and administrative expense. Selling, general and administrative expense increased by $6.4 million to $75.2 million for the six months ended June 30, 2026, as compared to $68.8 million for the six months ended June 30, 2025. The increase is due to an increase of $2.3 million from stock-based compensation, an increase of $2.4 million from the power segment as there were six full months of activity from the Moser Acquisition for the six months ended June 30, 2026 as compared to four full months of activity from the Moser Acquisition for the six months ended June 30, 2025, and an increase of $9.5 million in consulting and professional fees, net of insurance proceeds (see Note 2-Summary of Significant Accounting Policies- Legal Insurance Proceeds), salaries and benefits, depreciation expense, and other corporate expenses. This increase was partially offset by a decrease in certain acquisition related costs and non-recurring costs of $7.8 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.
Current wording
Selling, general and administrative expense. Selling, general and administrative expense increased by $2.5 million to $38.8 million for the three months ended September 30, 2026, as compared to $36.3 million for the three months ended September 30, 2025. The increase is due to an increase of $3.5 million driven by salaries and benefits, depreciation expense, and other corporate expenses. This increase was partially offset by a decrease in certain acquisition related costs and non-recurring costs of $1.0 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.
Previous wording
Our selling, general and administrative expense includes the non-cash expense for stock-based compensation expense for equity awards granted to our employees. For the three months ended June 30, 2026, stock-based compensation expense was $8.7 million, as compared to $8.3 million of stock-based compensation expense for the three months ended June 30, 2025.
Current wording
Our selling, general and administrative expense includes the non-cash expense for stock-based compensation expense for equity awards granted to our employees. For the three months ended September 30, 2026, stock-based compensation expense was $8.7 million, as compared to $9.3 million of stock-based compensation expense for the three months ended September 30, 2025.
Previous wording
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets remained materially consistent at $6.4 million for the three months ended June 30, 2026, as compared to $6.5 million for the three months ended June 30, 2025. The activity was primarily due to the amortization of intangible assets associated with acquisitions.
Current wording
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets remained materially consistent at $6.4 million for the three months ended September 30, 2026, as compared to $5.9 million for the three months ended September 30, 2025. The activity was primarily due to the amortization of intangible assets associated with acquisitions.
Previous wording
Interest (expense), net. Interest expense, net increased by $1.4 million to $16.2 million for the three months ended June 30, 2026, as compared to $14.8 million for the three months ended June 30, 2025. The increase is driven by the interest expense from the Lease Documents (defined below under Debt Agreements).
Current wording
Interest (expense), net. Interest expense, net increased by $1.9 million to $16.9 million for the three months ended September 30, 2026, as compared to $15.0 million for the three months ended September 30, 2025. The increase is driven by the interest expense associated with finance leases and the Lease Documents (defined below under Debt Agreements).
Previous wording
Income tax expense (benefit). Income tax benefit increased by $18.7 million to $20.4 million of income tax benefit for the three months ended June 30, 2026, as compared to $1.7 million of income tax benefit for the three months ended June 30, 2025. The increase is primarily attributable to a decrease in income before income taxes and an increase in percentage depletion in excess of basis for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.
Current wording
Income tax expense (benefit). Income tax benefit increased by $0.9 million to $10.7 million of income tax benefit for the three months ended September 30, 2026, as compared to $9.8 million of income tax benefit for the three months ended September 30, 2025. The increase is primarily attributable to a decrease in income before income taxes and an increase in percentage depletion in excess of basis for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.
Previous wording
Product Revenue. Product revenue decreased by $53.8 million to $212.5 million for the six months ended June 30, 2026, as compared to $266.3 million for the six months ended June 30, 2025. Sand and logistics product revenue decreased by $59.2 million to $206.8 million for the six months ended June 30, 2026, as compared to $266.0 million for the six months ended June 30, 2025. There was a decrease in proppant prices between the periods which contributed to a $43.7 million decrease in product revenue. Additionally, a decrease in shortfall revenue contributed to a $22.1 million decrease in product revenue. The decrease was partially offset by an increase in proppant sales volumes and logistics equipment sales volumes between periods which contributed to a $6.6 million increase in product revenue. Power product revenue increased by $5.4 million to $5.7 million for the six months ended June 30, 2026, as compared to $0.3 million for the six months ended June 30, 2025. The increase was due to more power equipment units sold in 2026 compared to 2025.
Current wording
Product Revenue. Product revenue decreased by $63.4 million to $310.4 million for the nine months ended September 30, 2026, as compared to $373.8 million for the nine months ended September 30, 2025. Sand and logistics product revenue decreased by $71.6 million to $301.2 million for the nine months ended September 30, 2026, as compared to $372.8 million for the nine months ended September 30, 2025. There was a decrease in proppant prices between the periods which contributed to a $62.3 million decrease in product revenue. Additionally, a decrease in shortfall revenue contributed to a $22.0 million decrease in product revenue. The decrease was partially offset by an increase in proppant sales volumes and logistics equipment sales volumes between periods which contributed to a $12.7 million increase in product revenue. Power product revenue increased by $8.2 million to $9.2 million for the nine months ended September 30, 2026, as compared to $1.0 million for the nine months ended September 30, 2025. The increase was due to more power equipment units sold in 2026 compared to 2025.
Previous wording
Service Revenue. Services revenue, which includes freight for last-mile logistics services, increased by $4.8 million to $301.8 million for the six months ended June 30, 2026, as compared to $297.0 million for the six months ended June 30, 2025. There was an increase in sales volumes shipped between the periods which contributed to a $24.6 million increase in service revenue. The increase was partially offset by a decrease in prices between the periods which contributed to a $19.8 million decrease in service revenue.
Current wording
Service Revenue. Services revenue, which includes freight for last-mile logistics services, increased by $10.0 million to $442.6 million for the nine months ended September 30, 2026, as compared to $432.6 million for the nine months ended September 30, 2025. There was an increase in sales volumes shipped between the periods which contributed to a $29.2 million increase in service revenue. The increase was partially offset by a decrease in prices between the periods which contributed to a $19.2 million decrease in service revenue.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) increased by $33.3 million to $435.3 million for the six months ended June 30, 2026, as compared to $402.0 million for the six months ended June 30, 2025.
Current wording
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) increased by $53.6 million to $650.8 million for the nine months ended September 30, 2026, as compared to $597.2 million for the nine months ended September 30, 2025.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $16.2 million to $152.8 million for the six months ended June 30, 2026, as compared to $136.6 million for the six months ended June 30, 2025. Sand and logistics cost of sales related to product revenue increased by $13.0 million to $149.4 million for the six months ended June 30, 2026, as compared to $136.4 million for the six months ended June 30, 2025. This increase was due to increased production resulting in increased production costs between periods. Power cost of sales related to product revenue increased by $3.2 million to $3.4 million for the six months ended June 30, 2026, as compared to $0.2 million for the six months ended June 30, 2025. The increase was due to more power equipment units sold between periods.
Current wording
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $23.0 million to $230.8 million for the nine months ended September 30, 2026, as compared to $207.8 million for the nine months ended September 30, 2025. Sand and logistics cost of sales related to product revenue increased by $18.0 million to $225.3 million for the nine months ended September 30, 2026, as compared to $207.3 million for the nine months ended September 30, 2025. This increase was due to increased production resulting in increased production costs between periods. Power cost of sales related to product revenue increased by $5.0 million to $5.5 million for the nine months ended September 30, 2026, as compared to $0.5 million for the nine months ended September 30, 2025. The increase was due to more power equipment units sold between periods.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion expense) related to services increased by $10.3 million to $267.7 million for the six months ended June 30, 2026, as compared to $257.4 million for the six months ended June 30, 2025. The increase was due to increased volumes delivered to last-mile logistics customers between periods.
Current wording
Cost of sales (excluding depreciation, depletion and accretion expense) related to services increased by $21.3 million to $396.4 million for the nine months ended September 30, 2026, as compared to $375.1 million for the nine months ended September 30, 2025. The increase was due to increased volumes delivered to last-mile logistics customers between periods resulting in higher logistics costs.
Previous wording
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals increased by $6.8 million to $14.8 million for the six months ended June 30, 2026, as compared to $8.0 million for the six months ended June 30, 2025. This increase was due to more power equipment being leased to customers for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.
Current wording
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals increased by $9.3 million to $23.6 million for the nine months ended September 30, 2026, as compared to $14.3 million for the nine months ended September 30, 2025. The increase was primarily driven by higher utilization of our power equipment between periods.
Previous wording
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $13.7 million to $91.3 million for the six months ended June 30, 2026, as compared to $77.6 million for the six months ended June 30, 2025. Sand and logistics depreciation, depletion and accretion expense increased by $6.2 million to $80.3 million for the six months ended June 30, 2026 as compared to $74.1 million for the six months ended June 30, 2025, due to an increase in depreciable assets placed into service when compared to the prior period. Power depreciation, depletion and accretion expense increased by $7.5 million to $11.0 million for the six months ended June 30, 2026, as compared to $3.5 million for the six months ended June 30, 2025, due to an increase in depreciable assets placed into service when compared to the prior period. In addition, there were six full months of activity from the Moser Acquisition for the six months ended June 30, 2026 as compared to four full months of activity from the Moser Acquisition for the six months ended June 30, 2025. See Note 3 - Acquisitionsfor more information.
Current wording
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $20.0 million to $138.3 million for the nine months ended September 30, 2026, as compared to $118.3 million for the nine months ended September 30, 2025. Sand and logistics depreciation, depletion and accretion expense increased by $8.8 million to $120.9 million for the nine months ended September 30, 2026 as compared to $112.1 million for the nine months ended September 30, 2025, due to an increase in depreciable assets placed into service when compared to the prior period. Power depreciation, depletion and accretion expense increased by $11.2 million to $17.4 million for the nine months ended September 30, 2026, as compared to $6.2 million for the nine months ended September 30, 2025, due to an increase in depreciable assets placed into service when compared to the prior period.
Previous wording
Selling, general and administrative expense. Selling, general and administrative expense increased by $5.0 million to $39.4 million for the three months ended June 30, 2026, as compared to $34.4 million for the three months ended June 30, 2025. The increase is due to an increase of $0.4 million from stock-based compensation and an increase of $6.1 million from consulting and professional fees, net of insurance proceeds (see Note 2-Summary of Significant Accounting Policies- Legal Insurance Proceeds), salaries and benefits, depreciation expense, and other corporate expenses. This increase was partially offset by a decrease in certain acquisition related costs and non-recurring costs of $1.5 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.
Current wording
Selling, general and administrative expense. Selling, general and administrative expense increased by $8.8 million to $113.9 million for the nine months ended September 30, 2026, as compared to $105.1 million for the nine months ended September 30, 2025. The increase is due to an increase of $1.7 million from stock-based compensation and an increase of $15.8 million driven by consulting and professional fees, net of insurance proceeds (see Note 2-Summary of Significant Accounting Policies- Legal Insurance Proceeds), salaries and benefits, depreciation expense, and other corporate expenses. This increase was partially offset by a decrease in certain acquisition related costs and non-recurring costs of $8.7 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Previous wording
Our selling, general and administrative expense includes the non-cash expense for stock-based compensation expense for equity awards granted to our employees. For the six months ended June 30, 2026, stock-based compensation expense was $17.1 million, as compared to $14.8 million of stock-based compensation expense for the six months ended June 30, 2025.
Current wording
Our selling, general and administrative expense includes the non-cash expense for stock-based compensation expense for equity awards granted to our employees. For the nine months ended September 30, 2026, stock-based compensation expense was $25.9 million, as compared to $24.2 million of stock-based compensation expense for the nine months ended September 30, 2025.
Previous wording
Credit loss expense. Credit loss expense decreased by $4.1 million to de minimis for the six months ended June 30, 2026, as compared to $4.1 million for the six months ended June 30, 2025, due to certain shortfall receivables. See Note 2- Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Credit Losses for more information.
Current wording
Credit loss expense. Credit loss expense decreased by $4.2 million to de minimis for the nine months ended September 30, 2026, as compared to $4.2 million for the nine months ended September 30, 2025, due to certain shortfall receivables. See Note 2- Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Credit Losses for more information.
Previous wording
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased by $1.5 million to $12.8 million for the six months ended June 30, 2026, as compared to $11.3 million for the six months ended June 30, 2025. The increase was primarily due to the amortization of intangible assets associated with acquisitions in 2025, as there were six full months of activity from the Moser Acquisition for the six months ended June 30, 2026, as compared to four full months of activity from the Moser Acquisition for the six months ended June 30, 2025. See Note 3 - Acquisitionsfor more information.
Current wording
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased by $2.2 million to $19.3 million for the nine months ended September 30, 2026, as compared to $17.1 million for the nine months ended September 30, 2025. The increase was primarily due to the amortization of intangible assets associated with acquisitions in 2025, as there were nine full months of activity from the Moser Acquisition for the nine months ended September 30, 2026, as compared to seven full months of activity from the Moser Acquisition for the nine months ended September 30, 2025. See Note 3 - Acquisitionsfor more information.
Previous wording
Litigation settlement expense, net. Litigation settlement expense, net is $2.6 million for the three months ended June 30, 2026, as compared to no litigation settlement expense, net for the three months ended June 30, 2025, due to the Ayers litigation. See Note 9 - Commitment and Contingenciesfor more information.
Current wording
Litigation settlement expense, net. Litigation settlement expense, net is $2.6 million for the nine months ended September 30, 2026, as compared to no litigation settlement expense, net for the nine months ended September 30, 2025, due to the Ayers litigation. See Note 9 - Commitment and Contingenciesfor more information.
Previous wording
Insurance recovery (gain). Insurance recovery is $3.3 million for the six months ended June 30, 2026, due to an insurance claim for the damaged dredge asset. See Note 6- Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assets and Insurance Proceeds for more information. There was no insurance recovery for the six months ended June 30, 2025.
Current wording
Insurance recovery (gain). Insurance recovery is $3.3 million for the nine months ended September 30, 2026, due to an insurance claim for the damaged dredge asset. See Note 6- Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assets and Insurance Proceeds for more information. There was no insurance recovery for the nine months ended September 30, 2025.
Previous wording
Interest (expense), net. Interest expense, net increased by $5.1 million to $32.0 million for the six months ended June 30, 2026, as compared to $26.9 million for the six months ended June 30, 2025. The increase is driven by interest expense associated with the 2025 Term Loan Credit Facility, the 2023 ABL Credit Facility (defined below under Debt Agreements), and the Lease Documents.
Current wording
Interest (expense), net. Interest expense, net increased by $7.1 million to $49.0 million for the nine months ended September 30, 2026, as compared to $41.9 million for the nine months ended September 30, 2025. The increase is driven by interest expense associated with finance leases, the Lease Documents, and equipment finance notes.
Previous wording
Loss on early payoff of lease financing. Loss on early payoff of lease financing is $6.8 million for the three months ended June 30, 2026, as compared to no loss on early payoff of lease financing for the three months ended June 30, 2025. See Note 7 - Leasesfor more information.
Current wording
Loss on early payoff of lease financing. Loss on early payoff of lease financing is $6.8 million for the nine months ended September 30, 2026, as compared to no loss on early payoff of lease financing for the nine months ended September 30, 2025. See Note 7 - Leasesfor more information.
Previous wording
Income tax expense (benefit). Income tax benefit increased by $21.5 million to $20.9 million of income tax benefit for the six months ended June 30, 2026, as compared to $0.6 million of income tax expense for the six months ended June 30, 2025. The increase is primarily attributable to a decrease in income before income taxes and an increase in percentage depletion in excess of basis for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.
Current wording
Income tax expense (benefit). Income tax benefit increased by $22.4 million to $31.6 million of income tax benefit for the nine months ended September 30, 2026, as compared to $9.2 million of income tax benefit for the nine months ended September 30, 2025. The increase is primarily attributable to a decrease in income before income taxes and an increase in percentage depletion in excess of basis for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Previous wording
Our primary sources of liquidity to date have been capital contributions from our owners, cash flows from operations, equity offerings, the 2031 Notes, and borrowings under our previous term loan credit facilities, and our previous asset-based loan credit facilities. Going forward, we expect our primary sources of liquidity to be cash flows from operations, proceeds from the issuance of the 2031 Notes, availability under our 2023 ABL Credit Facility as amended, funding under our Lease Documents or any other credit facility or lease agreements we enter into in the future and proceeds from any future issuances of debt or equity securities. We expect our primary use of capital will be used for investing in our business, specifically for acquisition of fit-for-purpose equipment used in our logistics platform, and power-related growth capital expenditures. In addition, we have routine facility upgrades and additional ancillary capital expenditures associated with, among other things, contractual obligations and working capital obligations.
Current wording
Our primary sources of liquidity to date have been capital contributions from our owners, cash flows from operations, equity offerings, the 2031 Notes, and borrowings under our previous term loan credit facilities, and our previous asset-based loan credit facilities. Going forward, we expect our primary sources of liquidity to be cash flows from operations, proceeds from the issuance of the 2031 Notes, availability under our 2023 ABL Credit Facility as amended, the Bridge Loan Credit Agreement or any other credit facility or lease agreements we enter into in the future and proceeds from any future issuances of debt or equity securities. We expect our primary use of capital will be used for investing in our business, specifically for acquisition of fit-for-purpose equipment used in our logistics platform, and power-related growth capital expenditures. In addition, we have routine facility upgrades and additional ancillary capital expenditures associated with, among other things, contractual obligations and working capital obligations.
Previous wording
As of June 30, 2026, we had working capital, defined as current assets less current liabilities, of $216.4 million and $124.7 million of availability under the 2023 ABL Credit Facility. Our cash and cash equivalents totaled $168.2 million.
Current wording
As of September 30, 2026, we had working capital, defined as current assets less current liabilities, of $60.0 million and $94.4 million of availability under the 2023 ABL Credit Facility. Our cash and cash equivalents totaled $22.3 million.
Previous wording
Net Cash Provided by (used in) Operating Activities. Net cash provided by operating activities was $18.4 million and $81.2 million for the six months ended June 30, 2026 and 2025, respectively. Net loss adjusted for non-cash items for the six months ended June 30, 2026 resulted in a cash increase of $41.6 million, as compared with a cash increase of $106.7 million for the six months ended June 30, 2025. This change was primarily due to lower earnings in 2026. The remaining movement was due to changes in net working capital.
Current wording
Net Cash Provided by Operating Activities. Net cash provided by operating activities was $41.8 million and $113.6 million for the nine months ended September 30, 2026 and 2025, respectively. Net loss adjusted to net cash provided by operating activities for the nine months ended September 30, 2026 resulted in a cash increase of $52.0 million, as compared with a cash increase of $132.8 million for the nine months ended September 30, 2025. This change was primarily due to lower earnings in 2026. The remaining movement was due to changes in net working capital.
Previous wording
Net Cash Used in Investing Activities. Net cash used in investing activities was $174.1 million and $268.8 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in cash used is primarily attributable to the $181.5 million used in the Moser Acquisition that occurred during the six months ended June 30, 2025, as compared to no such activity for the six months ended June 30, 2026. The decrease was partially offset by an increase in capital spending, primarily from the power segment, during the six months ended June 30, 2026 when compared to the six months ended June 30, 2025.
Current wording
Net Cash Used in Investing Activities. Net cash used in investing activities was $355.3 million and $325.2 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in cash used is primarily attributable to capital spending, primarily from the power segment, during the nine months ended September 30, 2026 when compared to the nine months ended September 30, 2025. This increase is partially offset by the $204.2 million used in the acquisitions that occurred during the nine months ended September 30, 2025, as compared to no such activity for the nine months ended September 30, 2026.
Showing the first 40 of 58 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
2031 Convertible Notes and Capped Call Transaction
Current report — wording carried from elsewhere
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 and January 30, 2026, the Company drew down $25.0 million and $25.0 million, respectively, under the 2023 ABL Credit Facility for general corporate purposes. On April 13, 2026, the Company paid the $75.0 million balance of the 2023 ABL Credit Facility along with $1.9 million of accrued interest and fees.
Current report — wording carried from elsewhere
Fifth Amendment to the 2023 ABL Credit Agreement
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
On April 9, 2026, the Company issued $450.0 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2031 (the “2031 Notes” and the offering of the Notes, the “2031 Notes Offering”), which included the full exercise of an over-allotment option for $60.0 million principal amount of 2031 Notes. The Company received approximately $386.2 million of net proceeds from the 2031 Notes Offering, after deducting underwriting and offering fees and after using $49.7 million of the net proceeds to fund the costs of entering into the Capped Call Transactions (defined below under Debt Agreements). The Company used $66.2 million of the net proceeds to pay down outstanding borrowings under the Lease Documents (defined below under Debt Agreements) and $76.9 million of the net proceeds to pay down the 2023 ABL Credit Facility (defined below under Debt Agreements). The Company expects to use the remainder of the net proceeds for general corporate purposes, including to purchase a portion of the power generation equipment under the Global Framework Agreement (the “GFA”) with Caterpillar Inc., along with balance of plant and supporting equipment.
Previous report — wording carried elsewhere
Credit loss expense. There was no credit loss expense for the three months ended June 30, 2026, as compared to $4.1 million for the three months ended June 30, 2025, due to certain shortfall receivables. See Note 2 - Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Credit Losses for more information.
Previous report — wording carried elsewhere
Litigation settlement expense, net. Litigation settlement expense, net is $2.6 million for the six months ended June 30, 2026, as compared to no litigation settlement expense, net for the six months ended June 30, 2025, due to the Ayers litigation. See Note 9 - Commitment and Contingenciesfor more information.
Previous report — wording carried elsewhere
Loss on early payoff of lease financing. Loss on early payoff of lease financing is $6.8 million for the six months ended June 30, 2026, as compared to no loss on early payoff of lease financing for the six months ended June 30, 2025. See Note 7 - Leasesfor more information.
Previous report — wording carried elsewhere
On April 9, 2026, Atlas LLC and certain subsidiaries of the Company entered into the Fifth ABL Amendment, among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. The Fifth ABL Amendment amends that certain Loan, Security and Guaranty Agreement, dated as of February 22, 2023, as amended, to, among other things, permit the issuance of the 2031 Notes and entry into the Capped Call Transactions.
Previous report — wording carried elsewhere
Repayment of the 2023 ABL Credit Agreement