AESI Atlas Energy Solutions Inc. - 8-K

Item 7.01

Regulation FD Disclosure

The information contained in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, is incorporated into this Item 7.01 by reference.

Item 8.01

Other Events

On April 6, 2026, the Company issued a press release announcing that, subject to market and other conditions, the Company intends to offer (the “Notes Offering”) for sale in a private placement to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act $300 million aggregate principal amount of Convertible Senior Notes due 2031. The Company intends to use a portion of the net proceeds from the offering to
fund the cost of entering into capped call transactions and a portion of the net proceeds from the offering to pay down outstanding borrowings under its Master Lease Agreement and Interim Funding Agreement, each with Stonebriar Commercial Finance
LLC, and its 2023 ABL Credit Facility. The Company expects to use the remainder of the net proceeds to purchase a portion of the power generation equipment under the Global Framework Agreement with Caterpillar Inc. and for general corporate purposes.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with the Notes Offering, the Company will provide certain financial and other information with respect to the Company and its subsidiaries to prospective investors in the Notes Offering. Excerpts of such
information are included below.

Select Preliminary First Quarter Financial Results

Our unaudited consolidated financial statements for the three months ended March 31, 2026 are not yet available. The following estimates are based on preliminary operating and financial results for the three months ended
March 31, 2026 and, as of the date of this offering memorandum, have not been finalized. These preliminary estimates are derived from our internal records and are based on the most current information available to management.  We have prepared these
estimates on a basis materially consistent with our historical financial results. Ernst & Young LLP has not reviewed, audited, compiled or performed any procedures in respect of these preliminary results and accordingly does not express any
opinion or other form of assurance with respect thereto. These preliminary financial estimates are not reviewed and are unaudited, and our normal reporting processes with respect to the following preliminary financial results have not been fully
completed. During the course of our review process of financial results for the three months ended March 31, 2026, we could identify items that would require us to make adjustments and could affect our final results. Any such adjustments could be
material.

This summary is not intended to be a comprehensive statement of our unaudited financial results for the three months ended March 31, 2026. The results of operations for an interim period, including the summary
preliminary financial results provided below, may not give a true indication of the results to be expected for a full year or any future period. In addition, the preliminary financial results set forth below should not be viewed as a substitute for
full financial statements prepared in accordance with GAAP. You should read this information together with our audited consolidated financial statements and related notes thereto and the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 incorporated herein by reference.

Lower Bound Estimate for the

Three Months Ended

March 31, 2026

Upper Bound Estimate for the

Three Months Ended

March 31, 2026

(in thousands)

Net Loss

$

(43,308

)

$

(40,008

)

Depreciation, depletion and accretion expense

46,836

46,936

Amortization expense of acquired intangible assets

6,321

6,421

Interest expense

15,864

15,964

Income tax benefit

(6,670

)

(6,370

)

EBITDA

19,043

22,943

Stock-based compensation

8,391

8,491

Insurance recover (gain) (1)

(3,326

)

(3,326

)

Other non-recurring costs (2)

1,750

1,750

Other acquisition related costs (3)

142

142

Adjusted EBITDA

$

26,000

$

30,000

(1)

Represents insurance recovery (gain) related to the dredge mining assets at the Kermit facility.

(2)

Other non-recurring costs includes infrequent and unusual costs.

(3)

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.

**

Fifth Amendment to 2023 ABL Credit Agreement

In connection with the offering, we expect to enter into the fifth amendment to the Loan, Security and Guaranty Agreement, dated as of February 22, 2023, among Atlas Sand Company, LLC, as borrower, certain of its
subsidiaries, as guarantors, the lenders party thereto from time to time and Bank of America, N.A., as agent, sole lead arranger and sole bookrunner (the “2023 ABL Credit Agreement” and such amendment, the “Amendment”). The Amendment is being entered
into, among other things, to permit the issuance of the notes and the related capped call transaction. The Amendment will be subject to certain conditions prior to becoming effective, including the completion of this offering.

**

As of April 2, 2026, we had approximately $61 million of outstanding advances under the master equipment lease agreement and related funding agreement with an affiliate of Stonebriar.

**

As of April 2, 2026, we had approximately $75 million outstanding under the 2023 ABL Credit Facility.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

99.1

Press Release, dated April 6, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).