Overview
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- TickerAESI on NYSE2
- IndustryCrude Petroleum & Natural Gas2
- HeadquartersAustin, United States2
- Incorporated inDE3
- Business address5918 West Courtyard Drive, Suite 500, Austin, Tx 787303
- Filer categoryLarge accelerated filer3
- Legal formCorporation2
- LEI254900IYAISQ4C8AVO272
- StatusActive2
- LEI statusIssued and current2
- Registered addressc/o Corporation Service Company, 19808 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 75417062
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Service brought in 50% of the revenue Atlas Energy Solutions Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2023 | 2024 | 2025 |
|---|---|---|---|
| Service | $145.8M | $540.5M | $558.8M |
| Product | $468.1M | $515.4M | $478.0M |
| Rental Revenue | $0 | $0 | $58.6M |
| Shortfall Revenues | $0 | $13.1M | $23.9M |
Business segments
Sand & Logistics brought in 95% of the revenue Atlas Energy Solutions Inc. broke down this way in fiscal 2025.
Business segments by year
| Business segments | 2023 | 2024 | 2025 |
|---|---|---|---|
| Sand & Logistics | $614.0M | $1.1B | $1.0B |
| Power | $0 | $0 | $58.6M |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Selling, general and admin13¢$138.8M
- Other costs86¢$938.6M
- Income tax2¢$17.9M
Out of $1.1B in revenue.5 The company lost money this year.
Where each dollar of operating cash went, fiscal 2025
- Capital spending100¢$148.3M
- Share buybacks0¢$200.0K
Out of $117.3M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5
Financial statements
Every line of the income statement as filed: the last 3 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Total revenue | $1.1B | $1.1B | $614.0M |
| Cost of sales (excluding depreciation, depletion and accretion expense) | $784.5M | $725.2M | $260.4M |
| Depreciation, depletion and accretion expense | $160.1M | $98.7M | $39.8M |
| Gross profit | $150.7M | $232.0M | $313.8M |
| Selling, general and administrative expense (including stock and unit-based compensation expense of $33,227, $22,381, and $7,409, respectively) | $138.8M | $106.2M | $48.6M |
| Credit loss expense | $4.8M | $25.0K | $28.0K |
| Amortization expense of acquired intangible assets | $23.5M | $12.3M | $0 |
| Change in fair value of contingent consideration | -$3.4M | $0 | $0 |
| Loss on disposal of assets | $0 | $19.7M | $0 |
| Insurance recovery (gain) | -$2.2M | -$20.1M | $0 |
| Operating income (loss) | -$10.9M | $113.9M | $265.1M |
| Interest (expense), net | -$58.0M | -$38.6M | -$7.7M |
| Other income, net | $727.0K | $551.0K | $430.0K |
| Income (loss) before income taxes | -$68.2M | $75.8M | $257.9M |
| Income tax expense (benefit) | -$17.9M | $15.8M | $31.4M |
| Net income (loss) | -$50.3M | $59.9M | $226.5M |
| Less: Pre-IPO net income attributable to Atlas Sand Company, LLC | $54.6M | ||
| Less: Net income attributable to redeemable noncontrolling interest | $66.5M | ||
| Net income (loss) attributable to Atlas Energy Solutions, Inc. | -$50.3M | $59.9M | $105.4M |
| Net income (loss) per common share, Basic | -$0.41 | $0.55 | $1.50 |
| Net income (loss) per common share, Diluted | -$0.41 | $0.55 | $1.48 |
| Weighted average common shares outstanding, Basic | 122.4M shares | 108.2M shares | 70.5M shares |
| Weighted average common shares outstanding, Diluted | 122.4M shares | 109.2M shares | 71.0M shares |
| Stock and unit-based compensation expense | $33.2M | $22.4M | $7.4M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $40.6M | $71.7M | |
| Accounts receivable, net | $180.7M | $166.0M | |
| Inventories | $13.6M | $17.3M | |
| Spare part inventories, net | $48.1M | $23.2M | |
| Prepaid expenses and other current assets | $24.4M | $11.2M | |
| Total current assets | $307.5M | $289.4M | |
| Property, plant and equipment, net | $1.5B | $1.5B | |
| Operating lease right-of-use assets | $10.7M | $13.6M | |
| Finance lease right-of-use assets | $33.1M | $5.0M | |
| Goodwill | $152.9M | $69.0M | $0 |
| Intangible assets, net | $182.2M | $105.9M | |
| Other long-term assets | $1.2M | $3.5M | |
| Total assets | $2.2B | $2.0B | |
| Accounts payable | $69.2M | $119.0M | |
| Accrued liabilities | $84.6M | $60.3M | |
| Current portion of long-term debt | $40.7M | $43.7M | |
| Current portion of operating lease liabilities | $347.0K | $6.6M | |
| Current portion of finance lease liabilities | $6.4M | $2.8M | |
| Current portion of deferred revenue | $1.4M | $7.8M | |
| Other current liabilities | $8.4M | $2.6M | |
| Total current liabilities | $211.1M | $243.1M | |
| Long-term debt, net of discount and deferred financing costs | $538.2M | $467.0M | |
| Deferred tax liabilities | $221.6M | $206.9M | |
| Operating lease liabilities | $11.1M | $7.5M | |
| Finance lease liabilities | $25.0M | $2.5M | |
| Asset retirement obligation | $6.9M | $7.0M | |
| Other long-term liabilities | $5.5M | $2.2M | |
| Total liabilities | $1.0B | $936.1M | |
| Preferred stock, $0.01 par value; 500,000,000 authorized; no shares issued and outstanding as of December 31, 2025 and 2024. | $0 | $0 | |
| Common Stock, $0.01 par value, 1,500,000,000 shares authorized, 124,111,436 shares and 110,217,322 shares issued and outstanding as of December 31, 2025 and 2024, respectively. | $1.2M | $1.1M | |
| Additional paid-in-capital | $1.3B | $1.0B | |
| Accumulated deficit | -$50.3M | $0 | |
| Total stockholders' equity | $1.2B | $1.0B | |
| Total liabilities and stockholders' equity | $2.2B | $2.0B | |
| Preferred stock, par value | $0.01 | $0.01 | |
| Preferred stock, shares authorized | 500.0M shares | 500.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.01 | $0.01 | |
| Common stock, shares authorized | 1.5B shares | 1.5B shares | |
| Common stock, shares issued | 124.1M shares | 110.2M shares | |
| Common stock, shares outstanding | 124.1M shares | 110.2M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $40.6M | $71.7M | |
| Accounts receivable, net | $180.7M | $166.0M | |
| Inventories | $13.6M | $17.3M | |
| Spare part inventories, net | $48.1M | $23.2M | |
| Prepaid expenses and other current assets | $24.4M | $11.2M | |
| Total current assets | $307.5M | $289.4M | |
| Property, plant and equipment, net | $1.5B | $1.5B | |
| Operating lease right-of-use assets | $10.7M | $13.6M | |
| Finance lease right-of-use assets | $33.1M | $5.0M | |
| Goodwill | $152.9M | $69.0M | $0 |
| Intangible assets, net | $182.2M | $105.9M | |
| Other long-term assets | $1.2M | $3.5M | |
| Total assets | $2.2B | $2.0B | |
| Accounts payable | $69.2M | $119.0M | |
| Accrued liabilities | $84.6M | $60.3M | |
| Current portion of long-term debt | $40.7M | $43.7M | |
| Current portion of operating lease liabilities | $347.0K | $6.6M | |
| Current portion of finance lease liabilities | $6.4M | $2.8M | |
| Current portion of deferred revenue | $1.4M | $7.8M | |
| Other current liabilities | $8.4M | $2.6M | |
| Total current liabilities | $211.1M | $243.1M | |
| Long-term debt, net of discount and deferred financing costs | $538.2M | $467.0M | |
| Deferred tax liabilities | $221.6M | $206.9M | |
| Operating lease liabilities | $11.1M | $7.5M | |
| Finance lease liabilities | $25.0M | $2.5M | |
| Asset retirement obligation | $6.9M | $7.0M | |
| Other long-term liabilities | $5.5M | $2.2M | |
| Total liabilities | $1.0B | $936.1M | |
| Preferred stock, $0.01 par value; 500,000,000 authorized; no shares issued and outstanding as of December 31, 2025 and 2024. | $0 | $0 | |
| Common Stock, $0.01 par value, 1,500,000,000 shares authorized, 124,111,436 shares and 110,217,322 shares issued and outstanding as of December 31, 2025 and 2024, respectively. | $1.2M | $1.1M | |
| Additional paid-in-capital | $1.3B | $1.0B | |
| Accumulated deficit | -$50.3M | $0 | |
| Total stockholders' equity | $1.2B | $1.0B | |
| Total liabilities and stockholders' equity | $2.2B | $2.0B | |
| Preferred stock, par value | $0.01 | $0.01 | |
| Preferred stock, shares authorized | 500.0M shares | 500.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.01 | $0.01 | |
| Common stock, shares authorized | 1.5B shares | 1.5B shares | |
| Common stock, shares issued | 124.1M shares | 110.2M shares | |
| Common stock, shares outstanding | 124.1M shares | 110.2M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Net income (loss) | -$50.3M | $59.9M | $226.5M |
| Depreciation, depletion and accretion expense | $165.5M | $102.2M | $41.6M |
| Amortization expense of acquired intangible assets | $23.5M | $12.3M | $0 |
| Amortization of debt discount | $5.7M | $3.6M | $761.0K |
| Amortization of deferred financing costs | $403.0K | $435.0K | $337.0K |
| Change in fair value of contingent consideration | -$3.4M | $0 | $0 |
| Loss on disposal of assets | $0 | $19.7M | $0 |
| Stock and unit-based compensation | $33.2M | $22.4M | $7.4M |
| Deferred income tax | -$17.5M | $15.0M | $29.2M |
| Credit loss expense | $4.8M | $25.0K | $28.0K |
| Other | $2.2M | -$1.6M | $111.0K |
| Accounts receivable | -$10.8M | -$13.1M | $2.2M |
| Accounts receivable - related party | -$72.0K | $0 | $868.0K |
| Inventories | $3.7M | -$6.6M | -$835.0K |
| Spare part inventories | -$15.5M | -$4.7M | -$4.6M |
| Prepaid expenses and other current assets | -$14.7M | $6.5M | -$10.0M |
| Other long-term assets | $2.2M | -$644.0K | -$1.4M |
| Accounts payable | -$25.1M | $22.9M | $5.2M |
| Accounts payable - related parties | -$204.0K | -$51.0K | $123.0K |
| Deferred revenue | -$7.3M | -$2.5M | $0 |
| Accrued liabilities and other liabilities | $21.0M | $20.8M | $1.6M |
| Net cash provided by operating activities | $117.3M | $256.5M | $299.0M |
| Purchases of property, plant and equipment | -$148.3M | -$374.0M | -$365.5M |
| Acquisitions, net of cash acquired | -$204.2M | -$153.4M | $0 |
| Proceeds from insurance recovery | $7.6M | $14.7M | $0 |
| Net cash used in investing activities | -$344.8M | -$512.7M | -$365.5M |
| Proceeds from equity offering, net of issuance costs | $253.1M | $0 | $0 |
| Proceeds from term loan borrowing | $186.8M | $168.5M | $0 |
| Proceeds from ABL credit facility | $50.0M | $70.0M | $0 |
| Principal payments on term loan borrowings | -$17.5M | -$14.4M | -$16.6M |
| Payment on ABL credit facility | -$70.0M | $0 | |
| Payment on Deferred Cash Consideration Note | -$101.3M | $0 | $0 |
| Issuance costs associated with debt financing | -$281.0K | -$1.2M | -$4.4M |
| Payments under finance leases | -$4.0M | -$2.6M | -$2.0M |
| Repayment of equipment finance notes | -$5.5M | -$3.6M | $0 |
| Dividends and distributions | -$92.3M | -$96.9M | -$62.2M |
| Taxes withheld on vesting RSUs | -$2.5M | -$2.1M | $0 |
| Repurchases of Common Stock under share repurchase program | -$200.0K | $0 | $0 |
| Net proceeds from IPO | $0 | $0 | $303.4M |
| Payment of offering costs | $0 | $0 | -$6.0M |
| Member distributions prior to IPO | $0 | $0 | -$15.0M |
| Prepayment fee on 2021 Term Loan Credit Facility | $0 | $0 | -$2.6M |
| Net cash provided by financing activities | $196.4M | $117.8M | $194.6M |
| Net increase (decrease) in cash and cash equivalents | -$31.1M | -$138.5M | $128.2M |
| Interest | $48.8M | $38.5M | $15.2M |
| Taxes (net of refunds) | $914.0K | $2.3M | $11.4M |
| Property, plant and equipment in accounts payable and accrued liabilities | $8.4M | $37.3M | $44.4M |
| Acquisition consideration, equity issuance | $33.9M | $189.1M | $0 |
| Contingent consideration | $1.9M | $0 | $0 |
| Equipment assets acquired through debt | $19.8M | $5.5M | $0 |
| Hi-Crush acquisition consideration, Deferred Cash Consideration Note | $0 | $106.6M | $0 |
| Redeemable noncontrolling interest cumulative adjustment to redemption value | $0 | $0 | $185.4M |
| Finance lease assets acquired through debt | $0 | $0 | $39.5M |
| Finance lease liabilities converted to debt | $0 | $0 | $42.8M |
No quarter-by-quarter statement was filed.
Corporate structure
Atlas Energy Solutions Inc. sits at the top of its group. 32 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Atlas Energy Solutions Inc.
- Encompass Capital Advisors LLC Filed SCHEDULE 13G/A on Atlas Energy Solutions Inc., latest Aug 14, 2026 (3 filings since Mar 18, 2026)
- VANGUARD GROUP INC Filed SCHEDULE 13G/A on Atlas Energy Solutions Inc., latest Mar 26, 2026 (3 filings since Nov 4, 2024)
- Ben M. Brigham Filed SCHEDULE 13D/A on Atlas Energy Solutions Inc., latest Jan 6, 2026 (6 filings since Oct 12, 2023)
- Gregory M. Shepard Filed SCHEDULE 13D/A on Atlas Energy Solutions Inc., latest Jan 2, 2026 (4 filings since Dec 17, 2025)
- BlackRock Filed SCHEDULE 13G/A on Atlas Energy Solutions Inc., latest Oct 2, 2025 (4 filings since Oct 18, 2024)
- Atlas Energy Solutions Inc. Austin, Texas, United States
- AESI Holdings Inc. Subsidiary · Delaware, United States
- Atlas Sand Company, LLC (d/b/a Atlas Energy Solutions) Subsidiary · Delaware, United States
- Atlas Sand Construction, LLC Subsidiary · Texas, United States
- Atlas Sand Employee Company, LLC Subsidiary · Texas, United States
- Atlas Sand Operating, LLC Subsidiary · Delaware, United States
- BulkTracer Holdings LLC Subsidiary · Texas, United States
- FB Logistics LLC Subsidiary · Texas, United States
- Fountainhead Equipment Leasing, LLC Subsidiary · Delaware, United States
- Fountainhead Logistics, LLC Subsidiary · Delaware, United States
- Fountainhead Transportation Services, LLC Subsidiary · Delaware, United States
- Galt Power Solutions LLC Subsidiary · Texas, United States
- Hi-Crush Investments LLC Subsidiary · Delaware, United States
- Hi-Crush LMS LLC Subsidiary · Delaware, United States
- Hi-Crush Operating, LLC Subsidiary · Delaware, United States
- Hi-Crush Permian Sand LLC Subsidiary · Delaware, United States
- Hi-Crush PODS LLC Subsidiary · Delaware, United States
- Moser Acquisition Inc. Subsidiary · Delaware, United States
- Moser Engine Service Inc. (d/b/a Atlas Energy Solutions) Subsidiary · Delaware, United States
- NexStage LLC Subsidiary · Texas, United States
- OLC Kermit, LLC Subsidiary · Texas, United States
- OLC Monahans, LLC Subsidiary · Texas, United States
- OnCore Processing LLC Subsidiary · Delaware, United States
- Pronghorn Logistics Holdings, LLC Subsidiary · Colorado, United States
- Pronghorn Logistics, LLC Subsidiary · Colorado, United States
- PropDispatch LLC Subsidiary · Texas, United States
- and 6 more
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Atlas Energy Solutions Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $1.9B5 Dec 31, 2025 | $1.7B5 Dec 31, 2024 | +12.3% |
| Accumulated depreciation | $389.8M5 Dec 31, 2025 | $232.9M5 Dec 31, 2024 | +67.4% |
| Property and equipment, net | $1.5B5 Dec 31, 2025 | $1.5B5 Dec 31, 2024 | +3.7% |
| Finance-lease assets | $33.1M5 Dec 31, 2025 | $5.0M5 Dec 31, 2024 | +557.2% |
| Operating-lease assets (leased space) | $10.7M5 Dec 31, 2025 | $13.6M5 Dec 31, 2024 | −21.5% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $152.9M5 Dec 31, 2025 | $69.0M5 Dec 31, 2024 | +121.6% |
| Intangible assets, net (excluding goodwill) | $182.2M5 Dec 31, 2025 | $105.9M5 Dec 31, 2024 | +72.1% |
| Finite-lived intangibles, gross | $212.7M5 Dec 31, 2025 | $115.1M5 Dec 31, 2024 | +84.9% |
| Accumulated amortization | $35.9M5 Dec 31, 2025 | $12.3M5 Dec 31, 2024 | +191.2% |
| Finite-lived intangibles, net | $176.9M5 Dec 31, 2025 | $102.8M5 Dec 31, 2024 | +72.1% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $13.6M5 Dec 31, 2025 | $17.3M5 Dec 31, 2024 | −21.3% |
| Raw materials | $2.4M5 Dec 31, 2025 | $2.8M5 Dec 31, 2024 | −13.1% |
| Work in process | $8.0M5 Dec 31, 2025 | $7.6M5 Dec 31, 2024 | +5.3% |
| Finished goods | $3.1M5 Dec 31, 2025 | $6.9M5 Dec 31, 2024 | −54.2% |
Properties, in its own words
We currently operate our Kermit facilities, Monahans facility, and OnCore distributed mining network in West Texas. For the years ended December 31, 2025 and 2024, we produced, in aggregate, approximately 21.6 million tons and 19.9 million tons of proppant, respectively, inclusive of the production attributable to the assets acquired in the Hi-Crush Transaction during 2024. For the year ended December 31, 2023, our facilities produced, in aggregate, approximately 11.0 million tons. The following map shows the location of these facilities:
Kermit, Texas
The rest of Item 2
The Kermit property in the map below includes K1/K2. This map can be found in Section 1.3 of our 2023 TRS (defined below) prepared by JT Boyd, which is included as Exhibit 96.1 to this Annual Report.
Our K1/K2 facilities are located on 5,826 gross acres of land (of which 5,341 net acres are controlled by us either through lease or fee ownership) in Winkler County, Texas, with onsite processing and truck loading facilities. We commenced construction of our first mine in October of 2017, and commenced operations in June 2018. We commenced construction of our second mine in July of 2022, which we completed in December 2023. Our K1/K2 facilities have a net book value of $410.2 million as of December 31, 2025. Geographically, our facilities are located at approximately 31° 58’ 6.29” N latitude and 103° 0’ 39.46” W longitude, are situated approximately seven miles northeast of Kermit, Texas, and are accessible via Texas State Highway 18. The Midland International Air and Space Port is located approximately 45 miles southeast of the facilities.
The K1/K2 facilities have 286.4 million tons of associated proven reserves as of December 31, 2025. The sand deposits generally range from 60 to over 100 feet thick and consist of 40/70-mesh and 100-mesh sand, with an anticipated production mix of approximately 53% 40/70-mesh and approximately 47% 100-mesh. The crush strength of the sand mined at these facilities is between 7,000 to 8,000 pounds-per-square-inch (“PSI”) for 40/70-mesh and between 10,000 to 11,000 PSI for 100-mesh.
We lease a portion of the mineral reserves and resources associated with our K1/K2 facilities. As of December 31, 2025, we owned approximately 43% and 2% of our mineral reserves and resources, respectively, and leased approximately 57% and 98% of our mineral reserves and resources, respectively, from third-party landowners at our K1/K2 facilities.
In December 2017, we entered into a royalty agreement with Sealy Smith. The royalty agreement associated with the K1/K2 facilities terminated on the date of our IPO, pursuant to the terms of the agreement.
The Kermit property in the map below includes K115/874. This map can be found in Section 1.2 of our 2023 TRS (defined below) prepared by JT Boyd, which is included as Exhibit 96.2 to this Annual Report.
During 2024, we acquired the K115/874 facilities with the Hi-Crush Transaction. Our K115/874 facilities are located on approximately 1,226 gross acres of surface and subsurface (i.e., mineral) rights, all of which are owned by the Company. Our K115/874 facilities have a net book value of $160.0 million as of December 31, 2025. Geographically, these facilities are located at approximately 31° 57' 55" N latitude and 102° 58' 15" W longitude and are accessible via Texas State Highway 115. Several regional airports are located within an hour’s drive from the mine, and the Midland International Airport is approximately an hour and a half away by road.
The K115/874 facilities were initially explored and developed by Permian Basin Sand Company, LLC in 2016 and Hi-Crush purchased this property in early 2017. Site work and construction for the first processing facility began in February 2017 and was commissioned in July 2017. Construction of the second processing facility began in May 2018 and was fully commissioned and producing finished frac sand by January 2019.
The K115/874 facilities have 50.5 million tons of associated proven reserves as of December 31, 2025. The sand deposits generally range from 10 to over 90 feet thick, averaging approximately 60 feet across the property and consist of 100-mesh sand. The crush strength of the sand mined at these facilities is 7,000 PSI for 40/70-mesh and 12,000 PSI for 100-mesh.
Monahans, Texas
This map can be found in Section 1.3 of our 2023 TRS (defined below) prepared by JT Boyd, which is included as Exhibit 96.1 to this Annual Report.
Our Monahans facility is located on approximately 32,224 gross acres of land in Ward County, Texas, with onsite processing and truck loading facilities. We commenced construction of our Monahans mine in February of 2018 and commenced operations in October 2018. Our Monahans facility has a net book value of $201.0 million as of December 31, 2025. Geographically, our Monahans facility is located at approximately 31° 39’ 32.53” N latitude and 102° 52’ 55.46” W longitude, is situated approximately three miles northeast of Monahans, Texas, and is accessible via Texas State Highway 115 and Interstate 20. The Midland International Air and Space Port is located approximated 40 miles east of the facility.
The Monahans facility has 138.7 million tons of associated proven reserves as of December 31, 2025. The sand deposits generally range from 60 to over 100 feet thick and consist of 40/70-mesh and 100-mesh sand, with an anticipated production mix of approximately 64% 40/70-mesh and approximately 36% 100-mesh. The crush strength of the sand mined at the facility is 7,000 to 8,000 PSI for 40/70-mesh and between 10,000 to 11,000 PSI for 100-mesh.
As of December 31, 2025, we lease all of the mineral reserves and resources associated with our Monahans facilities.
Item 2 of the 10-K filed Feb 24, 2026.11
Leadership
Who has led Atlas Energy Solutions Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerBen M. Brigham Oct 25, 2023 to Nov 22, 202312
- ChairBen M. Brigham Oct 25, 2023 to now12
- Chief financial officerBenjamin Blake McCarthy May 15, 2024 to now13
- Chief operating officerChris Scholla Aug 14, 2024 to now14
Board members and other officers (9)
- Sr VP, Chief Admin OfficerKirk Edwards Ginn Mar 17, 2025 to now15
- Chief Supply Chain OfficerChris Scholla Mar 26, 2024 to now16
- Board memberStacy Hock Mar 12, 2024 to now17
- Board memberA. Lance Langford Mar 15, 2024 to now18
- Board memberGayle Burleson Mar 15, 2024 to now19
- Board memberMark P. Mills Mar 15, 2024 to now20
- Board memberRobb L. Voyles Mar 15, 2024 to now21
- Board memberDouglas G. Rogers Dec 18, 2023 to now22
- General counselDathan C. Voelter Oct 6, 2023 to now23
Named in SEC Form D filings
People the company listed in its private-offering notices.
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- AESI Holdings Inc. Delaware4
- Atlas Sand Company, LLC (d/b/a Atlas Energy Solutions) Delaware4
- Atlas Sand Construction, LLC Texas4
- Atlas Sand Employee Company, LLC Texas4
- Atlas Sand Operating, LLC Delaware4
- BulkTracer Holdings LLC Texas4
- FB Logistics LLC Texas4
- Fountainhead Equipment Leasing, LLC Delaware4
- Fountainhead Logistics, LLC Delaware4
- Fountainhead Transportation Services, LLC Delaware4
- Galt Power Solutions LLC Texas4
- Hi-Crush Investments LLC Delaware4
- Hi-Crush LMS LLC Delaware4
- Hi-Crush Operating, LLC Delaware4
- Hi-Crush PODS LLC Delaware4
- Hi-Crush Permian Sand LLC Delaware4
- Moser Acquisition Inc. Delaware4
- Moser Engine Service Inc. (d/b/a Atlas Energy Solutions) Delaware4
- NexStage LLC Texas4
- OLC Kermit, LLC Texas4
- OLC Monahans, LLC Texas4
- OnCore Processing LLC Delaware4
- Pronghorn Logistics Holdings, LLC Colorado4
- Pronghorn Logistics, LLC Colorado4
All 31 listed subsidiaries
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- New Atlas HoldCo Inc.Aug 1, 2023 to Oct 3, 20233
Timeline
- Sep 25, 20268-K Regulation FD disclosure; Other events25
- Sep 24, 20268-K Entered a material agreement; Other events26
- Aug 3, 20268-K Results of operations; Regulation FD disclosure27
- May 8, 20268-K Shareholder vote28
- May 4, 20268-K Results of operations; Regulation FD disclosure29
- Apr 9, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares30
- Apr 6, 20268-K Results of operations; Regulation FD disclosure; Other events31
- Apr 1, 20268-K Results of operations; Regulation FD disclosure; Other events32
- Mar 10, 20268-K Entered a material agreement; Regulation FD disclosure33
- Feb 23, 20268-K Results of operations; Regulation FD disclosure34
- Feb 2, 20268-K Executive or director change35
- Dec 30, 20258-K Entered a material agreement; New debt or obligation36
- Oct 25, 2023New chief executive Ben M. Brigham becomes CEO12
- Jun 28, 2023Founded Atlas Energy Solutions Inc. is founded2
Calendar
Coming up
- Nov 2, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.13) a share, on Nov 3, 2025.37
When it reported results
- Aug 3, 2026Reported quarterly or annual results27
- May 4, 2026Reported quarterly or annual results29
- Apr 6, 2026Reported quarterly or annual results31
- Apr 1, 2026Reported quarterly or annual results32
- Feb 23, 2026Reported quarterly or annual results34
- Nov 3, 2025Reported quarterly or annual results38
- Aug 4, 2025Reported quarterly or annual results39
- May 5, 2025Reported quarterly or annual results40
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
260 filings to the SEC since October 2021: 3 annual reports, 9 quarterly reports, 47 major events, 141 insider forms, 20 large holders, 1 private raises, 39 other. The latest 20:
- Oct 7, 20264 EDGAR
- Sep 25, 20268-K EDGAR
- Sep 24, 20268-K EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 5, 202610-Q EDGAR
- Aug 3, 20268-K EDGAR
- Jun 3, 20264 EDGAR
- Jun 3, 20264 EDGAR
- May 20, 20264 EDGAR
- May 15, 2026SCHEDULE 13G/A EDGAR
- May 13, 2026S-8 EDGAR
- May 8, 20268-K EDGAR
- May 5, 202610-Q EDGAR
- May 4, 20268-K EDGAR
- Apr 21, 20264 EDGAR
- Apr 10, 2026DEFA14A EDGAR
- Apr 9, 20268-K EDGAR
- Apr 6, 20268-K EDGAR
- Apr 2, 2026DEFA14A EDGAR
- Apr 1, 20268-K EDGAR
The 260 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
75 open-market trades by officers, directors and large owners since October 2021: 23 buys and 52 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Mar 6, 2026 | Scholla Chris10% owner | Sale | 8,912 | $11.79 | $105.1K | Form 4 |
| Feb 18, 2026 | SHEPARD GREGORY M | Sale | 130,000 | $11.98 | $1.6M | Form 4 |
| Feb 17, 2026 | SHEPARD GREGORY M | Sale | 100,000 | $11.75 | $1.2M | Form 4 |
| Nov 18, 2025 | Scholla Chris10% owner | Sale | 52,150 | $8.82 | $460.0K | Form 4 |
| May 14, 2025 | Rogers Douglas GDirector | Buy | 7,000 | $13.27 | $92.9K | Form 4 |
| May 14, 2025 | Rogers Douglas GDirector | Buy | 7,000 | $13.27 | $92.9K | Form 4 |
| May 14, 2025 | BRIGHAM BEN MExecutive Chairman | Buy | 9,635 | $13.38 | $128.9K | Form 4 |
| May 13, 2025 | BRIGHAM BEN MExecutive Chairman | Buy | 9,121 | $13.36 | $121.9K | Form 4 |
| May 12, 2025 | BRIGHAM BEN MExecutive Chairman | Buy | 20,400 | $13.32 | $271.7K | Form 4 |
| May 9, 2025 | Turner John GregoryCEO and President | Buy | 7,980 | $12.52 | $99.9K | Form 4 |
| Feb 27, 2025 | SHEPARD GREGORY M | Buy | 32,155 | $19.04 | $612.2K | Form 4 |
| Feb 3, 2025 | Hock Stacy10% owner | Sale | 10,000 | $22.50 | $225.0K | Form 4 |
| Feb 3, 2025 | BRIGHAM BEN MExecutive Chairman | Buy | 217,391 | $23.00 | $5.0M | Form 4 |
| Jan 28, 2025 | Leveille Brian Anthony10% owner | Sale | 10,000 | $25.00 | $250.0K | Form 4 |
| Jan 27, 2025 | Leveille Brian Anthony10% owner | Sale | 12,500 | $24.46 | $305.8K | Form 4 |
| Jan 23, 2025 | Leveille Brian Anthony10% owner | Sale | 7,500 | $24.00 | $180.0K | Form 4 |
| Jan 22, 2025 | Leveille Brian Anthony10% owner | Sale | 5,000 | $23.88 | $119.4K | Form 4 |
| Jan 17, 2025 | Leveille Brian Anthony10% owner | Sale | 10,000 | $25.00 | $250.0K | Form 4 |
| Jan 16, 2025 | Leveille Brian Anthony10% owner | Sale | 7,500 | $24.00 | $180.0K | Form 4 |
| Jan 10, 2025 | Hock Stacy10% owner | Sale | 10,000 | $21.96 | $219.6K | Form 4 |
All 75 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Encompass Capital Advisors LLCSCHEDULE 13G/A, 3 filings Mar 18, 2026 to Aug 14, 202641
- VANGUARD GROUP INCSCHEDULE 13G/A, 3 filings Nov 4, 2024 to Mar 26, 202642
- Ben M. BrighamSCHEDULE 13D/A, 6 filings Oct 12, 2023 to Jan 6, 202643
- Gregory M. ShepardSCHEDULE 13D/A, 4 filings Dec 17, 2025 to Jan 2, 202644
- BlackRockSCHEDULE 13G/A, 4 filings Oct 18, 2024 to Oct 2, 202545
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | John TurnerChief Executive Officer and President | 54 | $906.2K | $5.5M46 |
| 2025 | Ben M. “Bud” BrighamExecutive Chairman | 66 | $253.1K | $4.5M46 |
| 2025 | Chris SchollaFormer Executive Vice President and President of Sand and Logistics | $409.6K | $4.2M46 | |
| 2025 | Blake McCarthyChief Financial Officer | 41 | $494.2K | $2.5M46 |
| 2025 | Dathan C. VoelterGeneral Counsel, Secretary and Chief Compliance Officer | 54 | $438.4K | $1.9M46 |
| 2024 | Ben M. “Bud” BrighamExecutive Chairman | 66 | $469.2K | $6.8M46 |
| 2024 | John TurnerChief Executive Officer and President | 54 | $751.9K | $5.9M46 |
| 2024 | Blake McCarthyChief Financial Officer | 41 | $287.3K | $3.0M46 |
| 2024 | Chris SchollaFormer Executive Vice President and President of Sand and Logistics | $428.8K | $2.6M46 | |
| 2024 | Dathan C. VoelterGeneral Counsel, Secretary and Chief Compliance Officer | 54 | $416.2K | $2.1M46 |
| 2023 | Dathan C. VoelterGeneral Counsel, Secretary and Chief Compliance Officer | 54 | $390.4K | $6.3M46 |
| 2023 | Ben M. “Bud” BrighamExecutive Chairman | 66 | $497.7K | $6.1M46 |
| 2023 | John TurnerChief Executive Officer and President | 54 | $515.4K | $2.8M46 |
Money raised
Private offerings the company reported to the SEC on Form D.
- Mar 5, 2024Raised $175 million in a private offering of equity Form D: 42 investors so far Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| BlackRock, Inc. | 13,173,130 | $218.8M | 0.0% | +1,682,276 |
| Encompass Capital Advisors LLC | 6,540,322 | $108.6M | 4.7% | −2,594,860 |
| Vanguard Portfolio Management LLC | 5,030,795 | $83.6M | 0.0% | +184,364 |
| UBS Group AG | 3,842,286 | $63.8M | 0.0% | +1,482,314 |
| State Street Corp | 3,817,473 | $63.4M | 0.0% | +459,446 |
| Vanguard Capital Management LLC | 3,556,075 | $59.1M | 0.0% | +25,539 |
| Two Sigma Investments, LP | 3,209,946 | $53.3M | 0.0% | New |
| Barrow Hanley Mewhinney & Strauss LLC | 2,651,438 | $44.0M | 0.1% | −498,453 |
| Ensign Peak Advisors, Inc | 2,508,739 | $41.7M | 0.1% | New |
| Voya Investment Management LLC | 2,173,520 | $36.1M | 0.0% | +2,160,030 |
| Webs Creek Capital Management LP | 2,104,940 | $35.0M | 6.6% | New |
| Geode Capital Management, LLC | 2,066,553 | $34.3M | 0.0% | +202,411 |
| Goldman Sachs Group Inc | 1,987,887 | $33.0M | 0.0% | +182,524 |
| Alyeska Investment Group, L.P. | 1,983,643 | $32.9M | 0.1% | New |
| Dimensional Fund Advisors LP | 1,966,804 | $32.7M | 0.0% | +464,324 |
| Pine Ridge Advisers LLC | 1,844,036 | $30.6M | 1.9% | No change |
| Wasatch Advisors LP | 1,834,289 | $30.5M | 0.2% | New |
| Millennium Management LLC | 1,678,110 | $27.9M | 0.0% | −786,117 |
| Bnp Paribas Financial Markets | 1,623,287 | $27.0M | 0.0% | +970,031 |
| Empyrean Capital Partners, LP | 1,618,000 | $26.9M | 1.0% | New |
| Bank Of America Corp /de/ | 1,601,352 | $26.6M | 0.0% | +1,074,739 |
| Palo Duro Investment Partners, LP | 1,462,748 | $24.3M | 4.7% | New |
| Jupiter Topco LLC | 1,423,131 | $23.6M | 0.0% | New |
| Villere St Denis J & Co LLC | 1,349,299 | $22.4M | 2.7% | −506,788 |
| Morgan Stanley | 1,273,572 | $21.2M | 0.0% | +369,910 |
13F reports cover disclosed long positions in U.S. stocks only.
Members of Congress who traded it
5 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.
| Date | Member | Trade | Amount | Vs S&P since | Filing |
|---|---|---|---|---|---|
| May 13, 2026 | Chip RoyRepublican, House | Partial sale | $100,001 - $250,000 | +52.0% | Report |
| Apr 30, 2026 | Chip RoyRepublican, House | Buy | $5,000,001 - $25,000,000 | Report | |
| Mar 30, 2026 | Chip RoyRepublican, House | Buy | $100,001 - $250,000 | Report | |
| May 20, 2024 | Chip RoyRepublican, House | Partial sale | $100,001 - $250,000 | +105.6% | Report |
| Mar 12, 2024 | Chip RoyRepublican, House | Partial sale | $250,001 - $500,000 | +102.8% | Report |
Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).
SEC filer profile
How Atlas Energy Solutions Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARAtlas Energy Solutions Inc.1
- CIK0001984060
- Employer ID (EIN)93-215450911
- Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company11
- Incorporated inDelaware11
- Fiscal year endsDecember 311
- Industry code (SIC)1311 Crude Petroleum & Natural Gas1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address5918 West Courtyard Drive, Suite 500, Austin, TX 787301
- Phone51222012001
- Shares outstanding125,003,451 as of Jul 30, 202610
- Public float$1.1B as of Jun 30, 202511
- AuditorErnst & Young LLP, Austin, Texas PCAOB ID 42; it also attests to the company’s internal control over financial reporting11
- On EDGAR sinceAug 1, 20231
- Filings260 in all: 4 (133), 8-K (45), 144 (11), 10-Q (9), SCHEDULE 13D/A (7), 4/A (6), DEFA14A (5), SCHEDULE 13G/A (5)1
All 34 form types
10-K (3), CORRESP (3), DEF 14A (3), 3 (2), 424B5 (2), S-4/A (2), SC 13D/A (2), SC 13G (2), SC 13G/A (2), UPLOAD (2), 424B3 (1), 424B7 (1), 425 (1), 8-A12B (1), 8-K/A (1), 8-K12B (1), CERT (1), D (1), EFFECT (1), PRE 14A (1), S-3ASR (1), S-4 (1), S-8 (1), S-8 POS (1), SC 13D (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Feb 24, 2026
Quarterly report (10-Q) Aug 5, 2026
Proxy statement (DEF 14A) Mar 27, 2026
Latest 8-K (8-K) Sep 25, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common stock, par value $0.01 per share | AESI | New York Stock Exchange |
From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).11
Risk factors and legal proceedings
The risks Atlas Energy Solutions Inc. names in Item 1A of its 10-K filed Feb 24, 2026: 72 risks under these headings, as written.11
- Risks Related to Our Business and Operations
- Our business operations depend on the level of activity in the oil and natural gas industries, which experience substantial volatility.
- Decreased demand for proppant or the development of technically- and cost-effective alternative proppants or new processes to replace hydraulic fracturing would negatively impact our business.
- Our future performance in the proppant market will depend on our ability to succeed in competitive markets and on our ability to appropriately react to potential fluctuations in demand for, and supply of, our products and services.
- The carrying value of our property, plant and equipment (“PP&E”) is subject to impairment charges.
- Our distributed power segment is dependent on its relationships with key suppliers to obtain equipment for its business.
- Many of our power systems involve long sales cycles.
- Our customers may not continue to outsource their power system needs.
- We depend on a few customers for a significant portion of our power solutions segment revenues, and the loss of one or more significant customers could affect our ability to maintain the revenues of our power solutions segment.
- Distributed power solutions in some applications compete with access to the grid.
- We expect our power segment to face significant competition in the future as the mobile power industry evolves.
- Operation of power generation facilities involves significant risks and hazards customary to the power industry, which we cannot assure our insurance will be adequate to cover.
The other 61 risks
- Expected demand growth from the technology sector, manufacturing industry, and other uses of electricity, which have driven recent improvements in the outlook for the competitive power generation market, may not actually occur or be sustained.
- We may be unable to adapt our distributed power technologies to meet increasing customer needs and power loads, which could result in increased unexpected operational downtime or outages at our power generation facilities and in increased expenses and reduced revenues.
- Supplier concentration at certain of our power generation facilities and the inability of suppliers to meet their obligations may expose us to significant financial credit or performance risks.
- We may not own the land on which our power generation facilities are located, which could result in disruption to our operations.
- Changes in U.S. trade policy and the impact of tariffs could adversely affect our business, results of operations and financial position.
- Past performance by members of our management team, our directors or their respective affiliates may not be indicative of our future performance or an investment in us.
- Increasing costs, a lack of dependability or availability of transportation services or infrastructure or an oversupply of transportation services could have an adverse effect on our business, financial condition and results of operations.
- Our operations are subject to operational hazards and inherent risks, some of which are beyond our control, and some of which may not be fully covered by insurance.
- Our ability to produce our products economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our dredging operations.
- Failure to maintain effective quality control systems at our mining and production facilities could have an adverse effect on our business, financial condition and operations.
- Given the nature of our proppant production operations, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and operational breakdowns.
- Successful operation of the Dune Express will depend on certain factors that may be outside of our control, and the storage and transportation capacity or other anticipated benefits of our Dune Express may not be achieved.
- Increased stakeholder and market attention to ESG and conservation matters may adversely impact our business and access to capital.
- Our business may suffer if we lose or are unable to attract and retain members of our workforce.
- A shortage of skilled labor together with rising labor costs in the excavation industry may further increase operating costs, which could adversely affect our business, results of operations and financial condition.
- Inaccuracies in our estimates of sand reserves and resource deposits, or deficiencies in our title to those deposits, could result in our inability to mine the deposits or require us to pay higher than expected costs.
- All of our product revenue is currently generated at facilities in West Texas. Any adverse developments at those facilities could have an adverse effect on our business, financial condition and results of operations.
- Our operations consume large amounts of natural gas and electricity. An increase in the price or a significant interruption in the supply of these or any other energy sources could have an adverse effect on our business, financial condition and results of operations.
- A large portion of our revenue is generated by our top 10 customers, and the loss of or a significant reduction in purchases by our largest customers could adversely affect our business, financial condition and results of operations.
- Our business and operations depend on our and our customers’ ability to obtain and maintain necessary permits.
- Our supply agreements may preclude us from taking advantage of increasing prices for proppant or mitigating the effect of increased operational costs during the term of those contracts.
- A proppant production facility closure entails substantial costs, and if we close any of our facilities sooner than anticipated, our results of operations may be adversely affected.
- Certain of our contracts contain provisions requiring us to deliver minimum amounts of sand-based proppant. If we are unable to meet our minimum requirements under these contracts, we may be required to pay penalties or the contract counterparty may be able to terminate the agreement.
- Currently, a majority of our operations are concentrated in the Permian Basin, making us vulnerable to risks associated with operating in a limited geographic area.
- An increase in the supply of proppant having similar characteristics as the proppant we produce could make it more difficult for us to renew or replace our existing contracts on favorable terms, or at all.
- Our results of operations are significantly affected by the market price of sand-based proppant, which has been historically subject to substantial price fluctuations.
- Our E&P customers’ operations are subject to operating risks that are often beyond our control and could have an adverse effect on our business, financial condition and results of operations.
- There are complex software and technology systems that need to be developed in coordination with our technology partner in connection with our autonomous trucking initiative, and there can be no assurance such systems will be successfully developed or implemented for use in our applications or at all.
- Our autonomous driving technology and related hardware and software, when deployed, could have undetected defects, errors or bugs in hardware or software, which could create safety or cybersecurity issues and could result in operational disruption and expose us to liability and other claims that could adversely affect our business.
- Any unauthorized control or manipulation of the information and operational technology systems in our autonomous proppant-delivery vehicles could result in loss of customer confidence in us and the products and services we provide.
- Our use of autonomous proppant-delivery vehicles is subject to evolving laws and regulations that could impose legal limitations or substantial costs on our ability to commercially deploy our vehicles.
- Natural disasters and unusual weather conditions could disrupt business and result in operational delays and otherwise have an adverse effect on our business.
- Our acquisitions, dispositions and investments may not result in anticipated benefits and may present risks not originally contemplated, which may have a material adverse effect on our liquidity, financial condition and results of operations.
- Risks Related to Our Financial Condition
- Our indebtedness could adversely affect our financial flexibility and our competitive position.
- We will need substantial additional capital to operate our business, and the inability to obtain needed capital or financing, on satisfactory terms, or at all, whether due to restrictions in our 2023 ABL Credit Facility, 2025 Term Loan Credit Facility, Lease Documents or otherwise, could have an adverse effect on our growth and profitability.
- Risks Related to Our Organizational Structure and Ownership of the Common Stock
- We may not resume our dividend program and there is no guarantee that we will repurchase shares of our Common Stock in the future.
- Future sales of Common Stock in the public market, or the perception that such sales may occur, could reduce the trading price of the Common Stock, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in our Company.
- Certain of the Principal Stockholders will have the ability to direct the voting of a significant proportion of the voting power of the Common Stock, and their interests may conflict with those of other stockholders.
- Certain of the Principal Stockholders and members of the Board are not limited in their ability to compete with the Company, and the corporate opportunity provisions in the Charter permit certain of the Principal Stockholders and members of the Board to benefit from corporate opportunities that might otherwise be available to us.
- Anti-takeover provisions in our organizational documents might discourage or delay acquisition bids or merger proposals, which may adversely affect the market price of the Common Stock and limit the price investors might be willing to pay in the future for the Common Stock.
- The Charter designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit such stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or our directors, officers, employees or agents.
- We may issue preferred stock the terms of which could adversely affect the voting power or value of the Common Stock.
- As a result of the Up-C Simplification, the anticipated net cash tax savings attributable to our prior Up-C structure are no longer available to us. The loss of these tax benefits is likely to adversely impact our future tax liability, and this adverse impact could significantly outweigh any costs savings and/or other benefits that resulted from the Up-C Simplification, which could adversely affect our liquidity or the value of our Common Stock.
- The Company’s structure following the Up-C Simplification may impact our ability to offer equity consideration in acquisitive transactions on a tax-deferred basis, which could increase the price we must pay in such acquisition or adversely affect our ability to compete with other potential acquirors.
- Risks Related to Environmental, Mining and Other Regulations
- Silica-related health issues and legislation, including compliance with existing or future regulations relating to respirable crystalline silica, or litigation could have an adverse effect on our business, reputation or results of operations.
- Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing and the potential for related litigation could result in increased costs, additional operating restrictions or delays for our customers, which could cause a decline in the demand for our proppant and negatively impact our business, results of operations and financial condition.
- We and our customers are subject to extensive environmental and natural resources regulations that impose, and will continue to impose, risks of significant costs and liabilities. In addition, future regulations, or more stringent enforcement of existing regulations, could increase those costs and liabilities, which could adversely affect our results of operations.
- Our and our customers’ operations are subject to a number of risks arising out of the threat of climate change, including regulatory, political, litigation and financial risks, which could result in increased operating and capital costs for our customers and reduced demand for our products and services.
- Restrictions on our operations and those of our customers intended to protect certain species of wildlife could have an adverse impact on our ability to expand some of our existing operations or limit our customers’ ability to develop new oil and natural gas wells.
- Any restrictions on oil and natural gas development on federal lands have the potential to adversely impact our operations and the operations of our customers.
- We and our customers are subject to regulations that impose stringent occupational health, safety and labor standards on numerous aspects of our operations.
- We and our customers are subject extensive permitting regulations and obligations. Our or our customers’ failure to obtain, maintain, renew, or comply with the terms of the permits we require to operate may adversely affect our results of operations.
- General Risk Factors
- Pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, may disrupt our business and operations, which could materially affect our financial condition, results of operations and forward-looking expectations.
- Our business and operations could suffer in the event of cybersecurity breaches, information and operational technology system failures, network disruptions or other cyber-security risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.
- We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments.
- Changes to applicable tax laws and regulations, exposure to additional income tax liabilities, changes in our effective tax rates or an assessment of taxes resulting from an examination of our income or other tax returns could adversely affect our results of operations and financial condition, including our ability to repay our debt.
- Our future tax liabilities may be greater than expected if our net operating loss (“NOL”) are limited.
- We are subject to counterparty credit risk. Nonpayment or nonperformance by our customers, suppliers or vendors could have an adverse effect on our business, liquidity, financial condition and results of operations.
- If we fail to comply with the restrictions and covenants in our debt agreements, there could be an event of default under the terms of such agreements, which could result in an acceleration of payment.
- Our stock prices and trading volumes could be volatile, and you may not be able to resell shares of your Common Stock when desired, at or above the price you paid, or at all.
- If securities or industry analysts do not publish research or reports or publish unfavorable research about us, the price and trading volume of our Common Stock could decline.
Legal proceedings
On July 2, 2024, Patrick Ayers, a purported shareholder (the “Plaintiff”), filed a derivative and class action complaint in the Delaware Court of Chancery against certain current and former directors of the Company and certain of the Company’s affiliates. The complaint asserts claims of breach of fiduciary duty related to the corporate reorganization that changed the Company’s Up-C structure to a customary C corporation. The complaint seeks unspecified damages from the defendants for the Plaintiff individually and on behalf of the Company and other former Class A common stockholders as well as an award of attorneys’ fees and costs. We dispute these allegations and intend to vigorously defend against these claims. This lawsuit is currently in discovery. Given the uncertainty of litigation, the preliminary stage of the cases, and the legal standards that must be met for success on the merits, we cannot estimate the reasonably possible loss or range of loss that may result from these derivative actions.
The opening of Item 3, Legal Proceedings.11
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 17SEC EDGARStacy Hock, Board member
- 18SEC EDGARA. Lance Langford, Board member
- 19SEC EDGARGayle Burleson, Board member
- 20SEC EDGARMark P. Mills, Board member
- 21SEC EDGARRobb L. Voyles, Board member
- 22SEC EDGARDouglas G. Rogers, Board member
- 23SEC EDGARDathan C. Voelter, General counsel
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- 28SEC EDGARShareholder vote
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- 35SEC EDGARExecutive or director change
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