Atlas Energy Solutions Inc.

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. 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 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:

Previous wording

the impact of geopolitical developments and tensions, war and uncertainty in oil-producing countries (including the invasion of Ukraine by Russia, geopolitical developments involving Iran and disruptions to shipping through the Strait of Hormuz, continued instability in the Middle East, the recent events in Venezuela and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy);

Current wording

the impact of geopolitical developments and tensions, war and uncertainty in oil-producing countries (including the invasion of Ukraine by Russia, the ongoing conflict involving Iran and disruptions to shipping through the Strait of Hormuz, continued instability in the Middle East, the recent events in Venezuela and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy);

Previous wording

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. (NYSE: CAT), which was previously announced on November 3, 2025. The Company anticipates full energization during the first half of 2027, subject to customary conditions.

Current wording

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 wording

On April 9, 2026, the Company issued $450.0 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2031 (the “Notes” and the offering of the Notes, the “Notes Offering”), which included the full exercise of an over-allotment option for $60.0 million principal amount of Notes. The Company received an estimated $386.2 million of net proceeds from the Notes, after deducting underwriting and offering fees. The Company used $49.7 million of the net proceeds to fund the cost of entering into capped call transactions, $66.2 million of the net proceeds to pay down outstanding borrowings under its Lease Documents (defined below under Debt Agreements), and $76.9 million of the net proceeds to pay down its 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 GFA, along with balance of plant and supporting equipment.

Current wording

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 wording

For additional information on the terms of the Notes and related capped call transactions, refer to Note 17 -Subsequent Eventsof the unaudited condensed consolidated financial statements (the “Financial Statements”) included elsewhere in this Report.

Current 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.

Previous wording

On April 9, 2026, Atlas LLC and certain subsidiaries of the Company entered into that certain Fifth Amendment to Loan, Security and Guaranty Agreement (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 Notes Offering and related capped call transactions.

Current wording

On April 9, 2026, Atlas LLC and certain subsidiaries of the Company entered into that certain Fifth Amendment to Loan, Security and Guaranty Agreement (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 wording

On April 15, 2026, the Company paid Stonebriar Commercial Finance LLC (“Stonebriar”) $66.2 million for outstanding borrowings under its Lease Documents.

Current wording

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 wording

Drilling and completions activity is highly correlated to commodity prices. West Texas Intermediate crude oil averaged $71.80 per barrel in the first quarter of 2026, roughly flat versus $71.84 per barrel in the first quarter of 2025. The near-term price outlook remains volatile amid ongoing global conflict, 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 $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.

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), 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 non-recurring costs of goods sold 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 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. Certain prior period equipment assets acquired through debt and asset retirement obligations have been removed from capital expenditures 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 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.

Previous wording

(2) Other non-recurring costs includes 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, 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.

Previous wording

Product Revenue. Product revenue decreased by $30.7 million to $108.9 million for the three months ended March 31, 2026, as compared to $139.6 million for the three months ended March 31, 2025. Sand and logistics product revenue decreased by $34.0 million to $105.6 million for the three months ended March 31, 2026, as compared to $139.6 million for the three months ended March 31, 2025. There was a decrease in proppant prices between the periods which contributed to a $24.0 million decrease in product revenue. Additionally, a decrease in shortfall revenue contributed to a $10.5 million decrease in product revenue. The decrease was partially offset by an increase in sales volumes between periods which contributed to a $0.5 million increase in product revenue. Power product revenue is $3.3 million for the three months ended March 31, 2026 due to the sale of power equipment. There was no power product revenue for the three months ended March 31, 2025.

Current 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.

Previous wording

Rental Revenue. Rental revenue increased by $10.2 million to $17.5 million for the three months ended March 31, 2026, as compared to $7.3 million for the three months ended March 31, 2025. The increase in rental revenue was due to three months of operations acquired in the Moser Acquisition for the three months ended March 31, 2026, as compared to one month of operations for the three months ended March 31, 2025.

Current wording

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 wording

Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) increased by $7.9 million to $214.0 million for the three months ended March 31, 2026, as compared to $206.1 million for the three months ended March 31, 2025.

Current 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.

Previous wording

Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $10.8 million to $81.1 million for the three months ended March 31, 2026, as compared to $70.3 million for the three months ended March 31, 2025. Sand and logistics cost of sales related to product revenue increased by $8.7 million to $79.0 million for the three months ended March 31, 2026, as compared to $70.3 million for the three months ended March 31, 2025. This increase was due to increased production along with an increase in rentals, maintenance, and payroll expenses. Power cost of sales related to product revenue is $2.1 million for the three months ended March 31, 2026 due to the sale of power equipment. There was no power cost of sales related to product revenue for the three months ended March 31, 2025.

Current 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.

Previous wording

Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals increased by $3.6 million to $5.9 million for the three months ended March 31, 2026, as compared to $2.3 million for the three months ended March 31, 2025. This increase was due to three months of operations acquired in the Moser Acquisition for the three months ended March 31, 2026, as compared to one month of operations for the three months ended March 31, 2025.

Current 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.

Previous wording

Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $8.2 million to $45.2 million for the three months ended March 31, 2026, as compared to $37.0 million for the three months ended March 31, 2025. Sand and logistics depreciation, depletion and accretion expense increased by $4.2 million to $40.1 million for the three months ended March 31, 2026, as compared to $35.9 million for the three months ended March 31, 2025, due to additional depreciable assets placed into service when compared to the prior period. Power depreciation, depletion and accretion expense increased by $4.0 million to $5.1 million for the three months ended March 31, 2026, as compared to $1.1 million for the three months ended March 31, 2025, due to three months of operations acquired in the Moser Acquisition for the three months ended March 31, 2026, as compared to one month of operations for the three months ended March 31, 2025.

Current 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.

Previous wording

Selling, general and administrative expense. Selling, general and administrative expense increased by $1.3 million to $35.7 million for the three months ended March 31, 2026, as compared to $34.4 million for the three months ended March 31, 2025. The increase is due to an increase of $1.9 million from stock-based compensation, an increase of $2.4 million from the power segment with three months of operations in 2026 from the Moser Acquisition as compared to one month of operations in 2025, and an increase of $3.3 million in consulting and professional fees (net of insurance proceeds, see Note 2-Summary of Significant Accounting Policies- Legal Insurance Proceeds), salaries and benefits, and other corporate expenses. This increase was partially offset by a decrease in acquisition related costs and non-recurring costs of $6.3 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Current 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.

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 March 31, 2026, stock-based compensation expense was $8.4 million, as compared to $6.5 million of stock-based compensation expense for the three months ended March 31, 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 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.

Previous wording

Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased by $1.6 million to $6.4 million for the three months ended March 31, 2026, as compared to $4.8 million for the three months ended March 31, 2025. The increase was primarily due to the amortization of intangible assets associated with acquisitions in 2025. See Note 3 - Acquisitionsfor more information.

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 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.

Previous wording

Income tax expense (benefit). Income tax expense (benefit) decreased by $2.8 million to $(0.5) million for the three months ended March 31, 2026, as compared to $2.3 million for the three months ended March 31, 2025. The decrease 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 March 31, 2026 as compared to the three months ended March 31, 2025.

Current 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.

Previous wording

Service Revenue. Services revenue, which includes freight for last-mile logistics services, decreased by $11.5 million to $139.1 million for the three months ended March 31, 2026, as compared to $150.6 million for the three months ended March 31, 2025. There was a decrease in prices between the periods which contributed to a $20.9 million decrease in service revenue. The decrease was partially offset by an increase in sales volumes shipped to last-mile logistics customers between periods which contributed to a $9.4 million increase in service revenue.

Current 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.

Previous wording

Insurance recovery (gain). Insurance recovery is $3.3 million for the three months ended March 31, 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 three months ended March 31, 2025.

Current 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.

Previous wording

Interest (expense), net. Interest expense, net increased by $3.7 million to $15.8 million for the three months ended March 31, 2026, as compared to $12.1 million for the three months ended March 31, 2025. The increase is driven by the 2025 Term Loan Credit Facility and 2023 ABL Credit Facility (defined below under Debt Agreements).

Current 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.

Previous wording

Our primary sources of liquidity to date have been capital contributions from our owners, cash flows from operations, equity offerings, 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 April 2026 issuance of the 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, 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.

Previous wording

As of March 31, 2026, we had working capital, defined as current assets less current liabilities, of $49.8 million and $49.7 million of availability under the 2023 ABL Credit Facility. Our cash and cash equivalents totaled $39.8 million.

Current 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.

Previous wording

Net Cash Provided by (used in) Operating Activities. Net cash provided by operating activities was $19.0 million and net cash used in operating activities was $7.5 million for the three months ended March 31, 2026 and 2025, respectively. Net income (loss) adjusted for non-cash items for the three months ended March 31, 2026 resulted in a cash increase of $9.2 million, as compared with a cash increase of $53.3 million for the three months ended March 31, 2025. This change was primarily due to lower earnings in 2026. Changes in net working capital for the three months ended March 31, 2026 resulted in a cash increase of $9.9 million, as compared with a cash decrease of $60.7 million for the three months ended March 31, 2025. This change was primarily due to a decrease in accounts receivable and an increase in accounts payable and accrued liabilities and other liabilities in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Current 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.

Previous wording

Net Cash Used in Investing Activities. Net cash used in investing activities was $22.6 million and $228.5 million for the three months ended March 31, 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 three months ended March 31, 2025, as compared to no such activity for the three months ended March 31, 2026. Additionally, there was less capital spending at the Kermit and Monahans facilities, OnCore distributed mining network, Dune Express and logistics assets during the three months ended March 31, 2026 when compared to the three months ended March 31, 2025.

Current 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.

Previous wording

Net Cash Provided by Financing Activities. Net cash provided by financing activities was $2.8 million and $232.9 million for the three months ended March 31, 2026 and 2025, respectively. This decrease is primarily attributable to the $253.1 million provided in the Equity Offering (defined below under Debt Agreements) that occurred for the three months ended March 31, 2025, as compared to no such activity for the three months ended March 31, 2026. This decrease was partially offset by the $30.4 million used in dividends distributed for the three months ended March 31, 2025, as compared to no such activity for the three months ended March 31, 2026.

Current wording

Net Cash Provided by Financing Activities. Net cash provided by financing activities was $283.3 million and $194.7 million for the six months ended June 30, 2026 and 2025, respectively. The increase is primarily attributable to the $436.5 million provided by the 2031 Notes for the six months ended June 30, 2026, as compared to no such activity for the six months ended June 30, 2025. In addition, the increase was attributable to the $61.3 million used in dividends distributed for the six months ended June 30, 2025, as compared to no such activity for the six months ended June 30, 2026. The increase provided by financing activities was partially offset by $253.1 million provided in the Equity Offering (defined below under Debt Agreements) that occurred for the six months ended June 30, 2025, as compared to no such activity for the six months ended June 30, 2026. In addition, the $49.7 million used in the Capped Call Transactions for the six months ended June 30, 2026, as compared to no such activity for the six months ended June 30, 2025, contributed to partially offset the increase. The remaining financing activities were attributable to debt proceeds and debt payments which occurred during the six months ended June 30, 2026 and 2025. Refer to the Debt Agreements section below for more information.

Previous wording

We intend to fund our capital requirements through our primary sources of liquidity, which include cash on hand, cash flows from operations, and proceeds from the April 2026 issuance of the Notes and, if needed, availability under our 2023 ABL Credit Facility and funding under our Lease Documents.

Current wording

We intend to fund our capital requirements through our primary sources of liquidity, which include cash on hand, cash flows from operations, and proceeds from the issuance of the 2031 Notes and, if needed, availability under our 2023 ABL Credit Facility and funding under our Lease Documents.

Previous wording

On April 9, 2026, the Company issued $450.0 million aggregate principal amount of the Notes, which included the full exercise of an over-allotment option for $60.0 million principal amount of Notes. The Company received an estimated $386.2 million of net proceeds from the Notes, after deducting underwriting and offering fees. The Company used $49.7 million of the net proceeds to fund the cost of entering into capped call transactions, $66.2 million of the net proceeds to pay down outstanding borrowings under its Lease Documents, and $76.9 million of the net proceeds to pay down its 2023 ABL Credit Facility. 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 GFA, along with balance of plant and supporting equipment.

Current wording

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 (as defined herein). The Company used $66.2 million of the net proceeds to pay down outstanding borrowings under the Lease Documents and $76.9 million of the net proceeds to pay down the 2023 ABL Credit Facility. 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 GFA, along with balance of plant and supporting equipment.

Previous wording

The 2025 Term Loan Credit Facility includes a discount of $20.2 million and de minimis deferred financing fees. As discussed below (2023 Term Loan Credit Facility), the 2025 Term Loan Credit Facility also includes previously unamortized debt discount and deferred financing fees of $7.7 million associated with prior Stonebriar borrowings. These amounts are recorded as a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. Interest expense associated with the 2025 Term Loan Credit Facility was $12.3 million and $5.5 million for the three months ended March 31, 2026 and 2025, respectively, and the interest expense associated with the discount and deferred financing costs was $0.8 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

The 2025 Term Loan Credit Facility includes a discount of $20.2 million and de minimis deferred financing fees. As discussed below (2023 Term Loan Credit Facility), the 2025 Term Loan Credit Facility also includes previously unamortized debt discount and deferred financing fees of $7.7 million associated with prior Stonebriar borrowings. These amounts are recorded as a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. Interest expense associated with the 2025 Term Loan Credit Facility was $12.2 million and $24.5 million for the three and six months ended June 30, 2026, respectively, and was $12.7 million and $18.2 million for the three and six months ended June 30, 2025, respectively. The interest expense associated with the discount and deferred financing costs was $0.9 million and $1.7 million for the three and six months ended June 30, 2026, respectively, and was $0.8 million and $1.1 million for the three and six months ended June 30, 2025, respectively.

Previous wording

The Deferred Cash Consideration Note bears interest at a rate of 5.00% per annum if paid in cash, or 7.00% per annum if paid in kind. Interest on the Deferred Cash Consideration Note is payable quarterly in arrears beginning March 29, 2024 through maturity. Interest expense associated with the Deferred Cash Consideration Note was de minimis and $0.7 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

The Deferred Cash Consideration Note bears interest at a rate of 5.00% per annum if paid in cash, or 7.00% per annum if paid in kind. Interest on the Deferred Cash Consideration Note is payable quarterly in arrears beginning March 29, 2024 through maturity. The Company did not have interest expense associated with the Deferred Cash Consideration Note for the three months ended June 30, 2026, and had de minimis interest expense for the six months ended June 30, 2026. Interest expense associated with the Deferred Cash Consideration Note was $0.2 million and $0.9 million for the three and six months ended June 30, 2025, respectively.

Previous wording

The Deferred Cash Consideration Note included $4.6 million of debt discount and approximately $0.1 million deferred financing costs. The discount and deferred financing costs are a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. Interest expense associated with the discount and deferred financing costs were approximately $0.2 million and $0.6 million in total for the three months ended March 31, 2026 and 2025, respectively.

Current wording

The Deferred Cash Consideration Note included $4.6 million of debt discount and approximately $0.1 million deferred financing costs. The discount and deferred financing costs are a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. The Company did not have interest expense associated with the discount and deferred financing costs for the three months ended June 30, 2026 and had interest expense of approximately $0.2 million associated with the discount and deferred financing costs for the six months ended June 30, 2026. Interest expense associated with the discount and deferred financing costs were approximately $0.6 million and $1.2 million in total for the three and six months ended June 30, 2025, respectively.

Previous wording

On February 22, 2023, Atlas LLC, certain of its subsidiaries, as guarantors, Bank of America, N.A., as administrative agent (the “ABL Agent”), and certain financial institutions party thereto as lenders (the “2023 ABL Lenders”) entered into a Loan, Security and Guaranty Agreement (the “2023 ABL Credit Agreement”) pursuant to which the 2023 ABL Lenders provide revolving credit financing to the Company in an aggregate principal amount of up to $75.0 million (the “2023 ABL Credit Facility”), with Availability (as defined in the 2023 ABL Credit Agreement) thereunder subject to a “Borrowing Base” as described in the 2023 ABL Credit Agreement. The 2023 ABL Credit Facility includes a letter of credit sub-facility, which permits issuance of letters of credit up to an aggregate amount of $25.0 million. The scheduled maturity date of the 2023 ABL Credit Facility is February 22, 2028; provided that the 2023 ABL Credit Facility will mature on June 30, 2027 if any amount of the 2023 Term Loan Credit Facility that has a maturity date less than 91 days prior to February 22, 2028 is outstanding on June 30, 2027.

Current wording

On February 22, 2023, Atlas LLC, certain of its subsidiaries, as guarantors, Bank of America, N.A., as administrative agent (the “ABL Agent”), and certain financial institutions party thereto as lenders (the “2023 ABL Lenders”) entered into a Loan, Security and Guaranty Agreement (the “2023 ABL Credit Agreement”) pursuant to which the 2023 ABL Lenders provide revolving credit financing to the Company in an aggregate principal amount of up to $75.0 million (the “2023 ABL Credit Facility”), with Availability (as defined in the 2023 ABL Credit Agreement) thereunder subject to a “Borrowing Base” as described in the 2023 ABL Credit Agreement. The 2023 ABL Credit Facility includes a letter of credit sub-facility, which permits issuance of letters of credit up to an aggregate amount of $25.0 million. The 2023 ABL Credit Agreement maturity date was extended, with the ABL Amendment (defined below), from February 22, 2028 to the earliest of (a) February 26, 2029; (b) the date that is 91 days prior to the maturity date for any portion of the Term Loan Debt (as defined in the ABL Amendment); or (c) any date on which the aggregate Commitments terminate thereunder.

Previous wording

Atlas LLC may also request swingline loans under the 2023 ABL Credit Agreement in an aggregate principal amount not to exceed $7.5 million. During the three months ended March 31, 2026 and the year ended December 31, 2025, Atlas LLC had no outstanding swingline loans under the 2023 ABL Credit Facility.

Current wording

Atlas LLC may also request swingline loans under the 2023 ABL Credit Agreement in an aggregate principal amount not to exceed $7.5 million. During the six months ended June 30, 2026 and the year ended December 31, 2025, Atlas LLC had no outstanding swingline loans under the 2023 ABL Credit Facility.

Previous wording

Borrowings under the 2023 ABL Credit Facility bear interest, at Atlas LLC’s option, at either a base rate or Term Secured Overnight Financing Rate (“SOFR”) (as defined in the 2023 ABL Credit Agreement), as applicable, plus an applicable margin based on average Availability as set forth in the 2023 ABL Credit Agreement. Term SOFR loans bear interest at Term SOFR for the applicable interest period plus an applicable margin, which ranges from 1.50% to 2.00% per annum based on average Availability as set forth in the 2023 ABL Credit Agreement. Base rate loans bear interest at the applicable base rate, plus an applicable margin, which ranges from 0.50% to 1.00% per annum based on average Availability as set forth in the 2023 ABL Credit Agreement. In addition to paying interest on outstanding principal under the 2023 ABL Credit Facility, Atlas LLC is required to pay a commitment fee which ranges from 0.375% per annum to 0.500% per annum with respect to the unutilized commitments under the 2023 ABL Credit Facility, based on the average utilization of the 2023 ABL Credit Facility. Atlas LLC is required to pay customary letter of credit fees, to the extent that one or more letter of credit is outstanding. For both the three months ended March 31, 2026 and 2025, we recognized $0.1 million of interest expense, unutilized commitment fees and other fees under the 2023 ABL Credit Facility, classified as interest expense. The 2023 ABL credit facility included $1.0 million in deferred financing costs that are recorded under other long-term assets on the condensed consolidated balance sheets and are amortized on a straight-line basis over the life of the agreement.

Current wording

Borrowings under the 2023 ABL Credit Facility bear interest, at Atlas LLC’s option, at either a base rate or Term Secured Overnight Financing Rate (“SOFR”) (as defined in the 2023 ABL Credit Agreement), as applicable, plus an applicable margin based on average Availability as set forth in the 2023 ABL Credit Agreement. Term SOFR loans bear interest at Term SOFR for the applicable interest period plus an applicable margin, which ranges from 1.50% to 2.00% per annum based on average Availability as set forth in the 2023 ABL Credit Agreement. Base rate loans bear interest at the applicable base rate, plus an applicable margin, which ranges from 0.50% to 1.00% per annum based on average Availability as set forth in the 2023 ABL Credit Agreement. In addition to paying interest on outstanding principal under the 2023 ABL Credit Facility, Atlas LLC is required to pay a commitment fee which ranges from 0.375% per annum to 0.500% per annum with respect to the unutilized commitments under the 2023 ABL Credit Facility, based on the average utilization of the 2023 ABL Credit Facility. Atlas LLC is required to pay customary letter of credit fees, to the extent that one or more letter of credit is outstanding. For the three and six months ended June 30, 2026, we recognized $0.2 million and $0.3 million, respectively, of interest expense, unutilized commitment fees and other fees under the 2023 ABL Credit Facility, classified as interest expense. For the three and six months ended June 30, 2025, we recognized $0.2 million and $0.3 million, respectively, of interest expense, unutilized commitment fees and other fees under the 2023 ABL Credit Facility, classified as interest expense. The 2023 ABL credit facility included $1.0 million in deferred financing costs that are recorded under other long-term assets on the condensed consolidated balance sheets and are amortized on a straight-line basis over the life of the agreement.

Previous wording

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. The Company had interest expense of $1.0 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively. The draw included $0.3 million in debt issuance costs and $0.5 million in deferred financing costs. These costs are recorded under other long-term assets on the condensed consolidated balance sheets and are amortized on a straight-line basis over the life of the agreement. Interest expense associated with the amortization of these costs were $0.1 million for both the three months ended March 31, 2026 and 2025.

Current wording

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. The Company had interest expense of $0.1 million and $1.1 million for the three and six months ended June 30, 2026, respectively. The Company had no interest expense associated with the debt for the three months ended June 30, 2025, and had $0.6 million of interest expense for the six months ended June 30, 2025. The draw included $0.3 million in debt issuance costs and $0.5 million in deferred financing costs. These costs are recorded under other long-term assets on the condensed consolidated balance sheets and are amortized on a straight-line basis over the life of the agreement. Interest expense associated with the amortization of these costs were $0.1 million and $0.2 million for the three and six months ended June 30, 2026, respectively. Interest expense associated with the amortization of these costs were de minimis and $0.1 million for the three and six months ended June 30, 2025, respectively.

Previous wording

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 Notes Offering and related capped call transactions.

Current wording

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 wording

As of March 31, 2026, Atlas LLC had $75.0 million in outstanding borrowings and $0.3 million in outstanding letters of credit under the 2023 ABL Credit Facility. Additionally, as of March 31, 2026, the Borrowing Base was $125.0 million, and Availability was $49.7 million.

Current wording

As of June 30, 2026, Atlas LLC had no outstanding borrowings and $0.3 million in outstanding letters of credit under the 2023 ABL Credit Facility. Additionally, as of June 30, 2026, the Borrowing Base was $125.0 million, and Availability was $124.7 million.