Solaris Energy Infrastructure, Inc 10-Q for FY2026 Q3
Solaris Energy Infrastructure, Inc. (SEI)
10-Q
2026-11-06
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
Solaris Energy Infrastructure, Inc filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Solaris Energy Infrastructure, Inc. reported nine-month revenue of $756,728 thousand versus $442,503 thousand, driven by the GESA and Omega acquisitions and higher deployed capacity. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $341.09M
- up 104.4% from $166.84M a year earlier
- Net income
- $34.6M
- up 137.8% from net income of $14.55M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-38090
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip code) | ||||
(281 ) 501-3070
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
“ | New York Stock Exchange | |||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 2, 2026, the registrant had 69,470,966 shares of Class A common stock, $0.01 par value per share, and 10,697,246 shares of Class B common stock, $0.00 par value per share, outstanding.
SOLARIS ENERGY INFRASTRUCTURE, INC.
TABLE OF CONTENTS
| Page | ||||||||
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve risks, uncertainties and assumptions. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “could,” “may,” “continue,” “predict,” “potential,” “plan,” “will,” “should” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, management changes, current and potential future long-term contracts, the costs of being a publicly traded corporation, our capital programs and our future business and financial performance. In addition, our forward-looking statements address the various risks and uncertainties associated with extraordinary market environments and the expected impact on our businesses, results of operations, and earnings.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to:
•the level of domestic spending and access to capital markets which we serve, namely (i) power generation and (ii) the oil and natural gas industry;
•changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements, and the impact of such policies on us, our customers and the global economic environment, including access to resources needed for our products and services;
•customer concentration, the potential for future consolidation amongst current or potential customers and the possibility that customers may not continue to outsource their power system needs, which could affect demand for our products and services, especially in the power generation industry;
•development of alternative power generation technologies or increased grid capacity that could reduce the demand for our products and services;
•our ability to secure customer contracts and the impact of such ability on our revenue and operating results;
•developments and uncertainty in the global economy generally, and/or the energy, power and infrastructure sectors specifically, and the resulting impacts to the demand and supply for power generation or crude oil and natural gas or volatility of the prices for such projects, including a potential increase in Venezuelan oil supply and any related impact on global oil prices and domestic oil productions, and therefore the demand for the services we provide and the commercial opportunities available to us;
•volatility in the political, legal and regulatory environments, including the impact of a lapse in federal appropriations that could disrupt our operations and future plans and opportunities;
•geopolitical risks, including the war between Russia and Ukraine, the Israel and Hamas conflict, continued hostilities in the Middle East, U.S. intervention in Venezuela and the U.S.-Iran conflict, which could each affect the stability and continued recovery of oil and gas markets;
•uncertainty regarding methods by which the growing demand for power generation will be met in both the short and long term;
•the success of Stateline (as defined in Note 2. “Variable Interest Entities”) and its impact on the financial condition and results of operations of our Solaris Power Solutions segment;
•inflationary risks, increased interest rates, central bank policy, bank failures and associated liquidity risks and supply chain constraints, including changes in market price and availability of materials and labor;
1
•uncertainty regarding the future actions of oil producers, including the members of the Organization of the Petroleum Exporting Countries (OPEC) and Russia and the actions taken to set, maintain or cut production levels;
•significant changes in the transportation industries or fluctuations in transportation costs or the availability or reliability of transportation that service our business;
•large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;
•epidemics or pandemics, including the effects of related public health concerns and the impact of continued actions taken by governmental authorities and other third parties in response to pandemics and their impact on commodity prices, supply and demand considerations and storage capacity;
•technological advancements in well completion technologies and our ability to expand our product and service offerings;
•competitive conditions in our industry;
•the inability to fully protect our intellectual property rights;
•actions taken by our customers, competitors and third-party operators;
•changes in the availability and cost of capital;
•our ability to successfully implement our business strategy;
•increases in tax rates or the enactment of taxes that specifically impact exploration and production related operations resulting in an increase in the amount of taxes owed by us;
•the effects of existing and future laws, rulings, governmental regulations and accounting standards and statements (or the interpretation thereof) on us and our customers;
•cyber-attacks targeting systems and infrastructure used by the power generation and oil and natural gas industries;
•the effects of pending and future litigation;
•credit markets;
•business acquisitions, including the failure to integrate the Genco Acquisition, GESA Acquisition or Omega Acquisition (each as defined in Note 4. “Acquisitions”) or obtain the expected benefits of such acquisitions;
•our ability to effectively manage the broader, more labor-intensive operating footprint associated with our recently acquired engineering, construction and services businesses.
•natural or man-made disasters and other external events that may disrupt our manufacturing operations;
•environmental and climate change regulations and policies, and the impact of such regulations and policies on us and our customers;
•the timing of regulatory proceedings and approvals, and the impact of such proceedings and approvals on us and our customers;
•health, safety and environmental risks;
•uncertainty regarding our future operating results; and
•plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.
All forward-looking statements speak only as of the date of this Quarterly Report. You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and under Part II, Item 1A. “Risk Factors” of this Quarterly Report and in our other filings with the United States Securities
2
and Exchange Commission (the “SEC”), which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.
3
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
SOLARIS ENERGY INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, current portion | |||||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Contract assets | |||||||||||
| Deferred contract costs | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Inventories, current portion | |||||||||||
| Total current assets | |||||||||||
| Equipment held for lease, net | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Inventories, net of current portion | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Restricted cash, net of current portion | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Deferred revenue, current portion | |||||||||||
| Payables related to Tax Receivable Agreement, current portion | |||||||||||
| Operating lease liabilities, current portion | |||||||||||
| Finance lease liabilities, current portion | |||||||||||
| Long-term debt, current portion | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Convertible notes | |||||||||||
| Payables related to Tax Receivable Agreement, net of current portion | |||||||||||
| Deferred revenue, net of current portion | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| Finance lease liabilities, net of current portion | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 19) | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total stockholders' equity attributable to Solaris Energy Infrastructure, Inc. | |||||||||||
| Non-controlling interest | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SOLARIS ENERGY INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Leasing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Service revenue | |||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of leasing revenue, excluding depreciation | |||||||||||||||||||||||
| Cost of services, excluding depreciation and amortization | |||||||||||||||||||||||
| Cost of product sales | |||||||||||||||||||||||
| Non-leasing depreciation and amortization | |||||||||||||||||||||||
| Depreciation of leasing equipment | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Other operating expenses, net | |||||||||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Loss on debt extinguishment | ( | ||||||||||||||||||||||
| Foreign currency gain (loss), net | ( | ( | |||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: net income related to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Solaris Energy Infrastructure, Inc. | |||||||||||||||||||||||
| Less: income attributable to participating securities | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Class A common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share of Class A common stock – basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share of Class A common stock – diluted | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted-average shares of Class A common stock outstanding | |||||||||||||||||||||||
| Diluted weighted-average shares of Class A common stock outstanding | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SOLARIS ENERGY INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except per share amounts)
(Unaudited)
| Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Non- controlling Interest | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock in connection with Genco Acquisition | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net effect of deferred taxes related to the issuance of Class A common stock in connection with Genco Acquisition | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Exchange of Solaris LLC units and Class B common stock for Class A common stock | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net effect of deferred taxes related to the exchange of Solaris LLC units and Class B common stock for Class A common stock and the vesting of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Grants of restricted stock, net of forfeitures | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Cancelled shares withheld for taxes from vesting of restricted stock and restricted stock units | ( | ( | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interest unitholders | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Exchange of Solaris LLC units and Class B common stock for Class A common stock | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net effect of deferred taxes related to the exchange of Solaris LLC units and Class B common stock for Class A common stock and the vesting of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Grants of restricted stock, net of forfeitures | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Cancelled shares withheld for taxes from vesting of restricted stock | ( | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interest unitholders | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock in connection with business combinations | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net effect of deferred taxes related to the vesting of restricted stock | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Grants of restricted stock, net of forfeitures | — | 0 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Cancelled shares withheld for taxes from vesting of restricted stock | ( | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interest unitholders | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SOLARIS ENERGY INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except per share amounts)
(Unaudited)
| Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Non- controlling Interest | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net effect of deferred taxes related to the vesting of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Grants of restricted stock, net of forfeitures | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Cancelled shares withheld for taxes from vesting of restricted stock | ( | ( | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interest unitholders | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Exchange of Solaris LLC units and Class B common stock for Class A common stock | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net effect of deferred taxes related to the exchange of Solaris LLC units and Class B common stock for Class A common stock and the vesting of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Grants of restricted stock, net of forfeitures | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Cancelled shares withheld for taxes from vesting of restricted stock | ( | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interest unitholders | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Capital contribution from non-controlling interest in Stateline | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B common stock and Solaris LLC units in connection with HVMVLV Acquisition | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Transaction with non-controlling interest in connection with HVMVLV Acquisition | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Net effect of deferred taxes related to the exchange of Solaris LLC units and Class B common stock for Class A common stock and the vesting of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Exchange of Solaris LLC units and Class B common stock for Class A common stock | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock option exercise | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Grants of restricted stock, net of forfeitures | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Cancelled shares withheld for taxes from vesting of restricted stock | ( | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interest unitholders | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
SOLARIS ENERGY INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Loss on debt extinguishment | |||||||||||
| Amortization of debt financing costs | |||||||||||
| Deferred income tax expense | |||||||||||
| Change in payables related to Tax Receivable Agreement | |||||||||||
| Other | ( | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable and contract assets | ( | ( | |||||||||
| Deferred contract costs | ( | ||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Cash settlement of stock-based compensation | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Investment in equipment held for lease and property, plant and equipment | ( | ( | |||||||||
| Business acquisition, net of cash acquired | ( | ( | |||||||||
| Asset acquisition, net of cash acquired | ( | ||||||||||
| Short-term loan | ( | ||||||||||
| Repayment of short-term loan | |||||||||||
| Other | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings from debt financing | |||||||||||
| Borrowings from convertible notes | |||||||||||
| Repayments of debt financing | ( | ( | |||||||||
| Payments of fees related to debt extinguishment | ( | ||||||||||
| Payments of financing costs related to debt and convertible notes | ( | ( | |||||||||
| Distributions to non-controlling interest unitholders | ( | ( | |||||||||
| Dividends paid to Class A common stock shareholders | ( | ( | |||||||||
| Payments under finance leases | ( | ( | |||||||||
| Proceeds from issuance of insurance notes payable | |||||||||||
| Payments under insurance premium financing | ( | ( | |||||||||
| Cancelled shares withheld for taxes from vesting of restricted stock and restricted stock units | ( | ( | |||||||||
| Payment of liabilities under Tax Receivable Agreement | ( | ( | |||||||||
| Capital contributions from non-controlling interest in Stateline | |||||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
| Non-cash investing and financing activities: | |||||||||||
| Additions to equipment held for lease and property, plant and equipment not yet paid at period-end | $ | $ | |||||||||
| Additions to property, plant, and equipment through finance leases | |||||||||||
| Unpaid capitalized interest on equipment held for lease | |||||||||||
| Net investment in lease recognized | |||||||||||
| Issuance of common stock for business acquisition | |||||||||||
| Issuance of common stock for asset acquisition | |||||||||||
| Contingent consideration recognized in business combination | |||||||||||
| Holdback consideration payable in connection with business combinations | |||||||||||
| Asset acquisition cost incurred but not paid at period-end | |||||||||||
| Incurrence of debt for asset acquisition | |||||||||||
| Capitalized depreciation in property, plant and equipment | |||||||||||
| Capitalized stock-based compensation | |||||||||||
| Supplemental cash flow disclosure: | |||||||||||
| Interest paid, net of capitalized interest | |||||||||||
| Interest received | |||||||||||
| Income taxes (refunded) paid, net | ( | ||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
SOLARIS ENERGY INFRASTRUCTURE, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
(Dollars in millions, except share and per share amounts)
1. Business and Basis of Presentation
Business
Solaris Energy Infrastructure, Inc. (referred to as the “Company,” “we,” “us,” “our” and “Solaris” either individually or together with its consolidated subsidiaries, as the context requires) and its consolidated subsidiaries deliver comprehensive power infrastructure solutions including generation, distribution, site preparation, installation and commissioning, aftermarket support, and operations and maintenance. Headquartered in Houston, Texas, the Company serves multiple end markets, including data centers, energy, and other commercial and industrial sectors. The Company operates through two
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read together with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2026.
Reclassification of Prior Year Presentation
2. Variable Interest Entities
Stateline
The Company holds a 50.1 % equity interest in Stateline Power, LLC (“Stateline”), a variable interest entity (“VIE”) formed on April 28, 2025. Stateline was formed to provide off-grid power generation pursuant to a long-term equipment lease arrangement with MZX Tech LLC (“MZX”). The remaining 49.9 % equity interest in Stateline is held by MZX and is presented as a non-controlling interest.
The Company continues to consolidate Stateline in its condensed consolidated financial statements within the Solaris Power Solutions segment, as the Company remains the primary beneficiary. No reconsideration events occurred during the three and nine months ended September 30, 2026 that would alter this conclusion. There have been no material changes to the nature, structure, or purpose of Stateline as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Each lease with MZX commences on the date the underlying equipment is made available for use by MZX. As of September 30, 2026, no leases had commenced, and therefore no
On May 23, 2025, Stateline entered into a delayed draw term loan facility to finance the power generation equipment to be leased to MZX. Refer to Note 11. “Debt – Stateline Term Loan” for additional information regarding Stateline’s delayed draw term loan facility.
The Company did not provide any financial support to Stateline during the three and nine months ended September 30, 2026 that it was not contractually required to provide, and it has no current intention to provide such support beyond its existing obligations. As of September 30, 2026, the Company’s maximum exposure to loss from its involvement with Stateline is limited to its equity investment of $86.4 million. The assets of Stateline may be used only to settle its obligations, and creditors of Stateline do not have recourse to the general credit of the Company.
10
Refer to Note 14. “Equity and Non-controlling Interest” for a breakdown of non-controlling interest by entity, including MZX’s 49.9 % equity interest in Stateline.
The following table summarizes Stateline’s assets and liabilities included in the Company’s condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025.
| September 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Equipment held for lease, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Deferred revenue, current portion | ||||||||
| Long-term debt, current portion | ||||||||
| Total current liabilities | ||||||||
| Deferred revenue, net of current portion | ||||||||
| Long-term debt, net of current portion | ||||||||
| Total liabilities | $ | $ | ||||||
Investment in SISU SPV, LLC
The Company has an investment in SISU SPV, LLC, a Delaware limited liability company formed to invest in an Oklahoma-based company that provides emissions-reduction solutions, including selective catalytic reduction catalyst systems.
SISU is a VIE because its equity holders, as a group, lack the power to direct the activities that most significantly impact its economic performance. The terms of SISU’s operating agreement vest substantive control over all significant decisions in the managing member. As a result, the Company is not the primary beneficiary of SISU and does not consolidate it. The Company’s maximum exposure to loss as a result of its involvement with SISU is limited to the carrying value of its investment, and the Company has no obligation to provide additional financial support to SISU.
Additional information about this investment, including the carrying value and accounting treatment, is included in Note 9. “Investments.”
3. Business Segments
We report two distinct business segments. These segments differ by their revenue-generating activities and align with how our Co-Chief Executive Officers, who are our chief operating decision makers (“CODMs”), assess operating performance and allocate resources.
Our reporting segments are:
•Solaris Power Solutions – delivers power generation, power control, and power distribution solutions, along with sales of power equipment, as well as refurbishment, aftermarket, and specialized engineering and construction services, for both the Company’s own generation assets and those owned by third parties. The segment’s offerings support data center, energy, and other commercial and industrial sector customers by providing flexible, on-demand power infrastructure, including power control and distribution capabilities.
11
•Solaris Logistics Solutions – designs and manufactures specialized equipment that enables the efficient management of raw materials used in the completion of oil and natural gas wells. Solaris’ equipment-based logistics services include field technician support, software solutions, and may also include last mile and mobilization services.
Our CODMs evaluate the performance of our business segments and allocate resources based on Adjusted EBITDA. We define EBITDA as net income plus depreciation and amortization expense, interest expense (income), and income tax expense. We define Adjusted EBITDA as EBITDA plus stock-based compensation, certain non-cash items and any extraordinary, unusual or non-recurring gains, losses or expenses.
In making resource allocation decisions, our CODMs primarily consider budget-to-actual variances in Adjusted EBITDA on a monthly basis.
Summarized financial information by business segment is shown below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Solaris Power Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Solaris Logistics Solutions | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||
| Solaris Power Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Solaris Logistics Solutions | |||||||||||||||||||||||
| Total segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
| Solaris Power Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Solaris Logistics Solutions | |||||||||||||||||||||||
| Total segment capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| Corporate and other capital expenditures | |||||||||||||||||||||||
| Consolidated capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
12
The following table presents a reconciliation of total segment Adjusted EBITDA to income before income tax expense.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Total segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Loss on debt extinguishment | ( | ||||||||||||||||||||||
Corporate expenses (1) | ( | ( | ( | ( | |||||||||||||||||||
| Stock-based compensation expense | ( | ( | ( | ( | |||||||||||||||||||
| Transaction and acquisition-related costs | ( | ( | ( | ( | |||||||||||||||||||
| Change in Tax Receivable Agreement liability | ( | ( | |||||||||||||||||||||
Other (2) | ( | ( | ( | ||||||||||||||||||||
| Income before income tax expense | $ | $ | $ | $ | |||||||||||||||||||
(1)Corporate employee salaries and expenses, headquarters office rental, and legal and professional fees.
(2)Credit losses or recoveries, the net effect of loss/gain on disposal of assets and lease terminations and inventory write-offs.
Segment assets are presented below.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Segment assets: | |||||||||||
| Solaris Power Solutions | $ | $ | |||||||||
| Solaris Logistics Solutions | |||||||||||
Total segment assets (1) | $ | $ | |||||||||
Corporate and other assets (2) | |||||||||||
| Consolidated assets | $ | $ | |||||||||
(1)Segment assets consist of accounts receivable, prepaid expenses, inventories, goodwill and long-lived assets.
(2)Corporate and other assets consist of cash and cash equivalents, restricted cash, prepaid expenses, deferred tax assets and other assets.
13
Significant segment expenses and other segment items, representing the difference between segment revenue and Adjusted EBITDA, are comprised of the following:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||
| Solaris Power Solutions | Solaris Logistics Solutions | Solaris Power Solutions | Solaris Logistics Solutions | ||||||||||||||||||||
| Labor cost | $ | $ | $ | $ | |||||||||||||||||||
| Repairs and maintenance | |||||||||||||||||||||||
Equipment rental (1) | |||||||||||||||||||||||
Trucking and mobilizations (2) | |||||||||||||||||||||||
Cost of product sales (3) | |||||||||||||||||||||||
Other segment items (4) | |||||||||||||||||||||||
| Total segment expenses | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| Solaris Power Solutions | Solaris Logistics Solutions | Solaris Power Solutions | Solaris Logistics Solutions | ||||||||||||||||||||
| Labor cost | $ | $ | $ | $ | |||||||||||||||||||
| Repairs and maintenance | |||||||||||||||||||||||
Equipment rental (1) | |||||||||||||||||||||||
Trucking and mobilizations (2) | |||||||||||||||||||||||
Other segment items (4) | |||||||||||||||||||||||
| Total segment expenses | $ | $ | $ | $ | |||||||||||||||||||
(1)Equipment rental is considered a significant expense in the Solaris Power Solutions segment.
(2)Trucking and mobilizations are considered a significant expense in the Solaris Logistics Solutions segment. Beginning in the first quarter of 2026, trucking and mobilizations are considered a significant expense in the Solaris Power Solutions segment and were previously disclosed in other segment items. We are now including the related 2025 expenses in trucking and mobilizations for comparative purposes.
(3)Beginning in the third quarter of 2026, cost of product sales are considered a significant expense in the Solaris Power Solutions segment and were previously disclosed in other segment items. The related 2025 expenses were nominal.
4. Acquisitions
Business Combinations
Omega Acquisition
On September 1, 2026, pursuant to a merger agreement dated September 1, 2026, the Company, through a series of mergers involving its wholly owned merger subsidiaries Odyssey Merger Co. and Omega Acquisition Holdings LLC, indirectly acquired 100 % of the outstanding equity interests in Omega Foundation Services LLC (“Omega”) (the “Omega Acquisition”). Omega is a specialized engineering, procurement and construction firm with significant expertise in heavy civil construction across multiple end markets, including large-scale data centers, LNG facilities, industrial projects and government infrastructure. This acquisition extends the Company’s full-cycle power solutions offering, which now includes early-stage site services, front-end plant installation and commissioning services, and electrical substation development.
14
The Omega Acquisition was accounted for as a business combination using the acquisition method of accounting. The preliminary fair value of the total purchase consideration transferred was $275.2 million, consisting of the following amounts:
| Amount | |||||
| Cash consideration | $ | ||||
| Cash paid for Omega's closing cash balance | |||||
| Total cash paid at close | |||||
| Less settlement of pre-existing accounts payable to Omega | ( | ||||
Issuance of | |||||
| Holdback for net working capital adjustment | |||||
| Fair value of total purchase consideration transferred | $ | ||||
The fair value of the Omega equity consideration was determined using the closing price of the Class A common stock on the acquisition date, which was $49.64 per share.
The equity consideration is subject to contractual sale restrictions, resulting from a lock-up period of 180 days following the acquisition closing date, as stipulated in the lock-up agreements between the seller and the Company. The restrictions on indemnity equity will remain in effect until the respective release dates.
The consideration transferred is preliminary and subject to the post-closing net working capital adjustment provided for in the purchase agreement, which is expected to be finalized within 90 days of the closing date.
The table below outlines the allocation of the total purchase consideration to the identifiable assets acquired and liabilities assumed, based on their preliminary fair values as of the acquisition date.
| Amount | |||||
| Cash | $ | ||||
| Accounts receivable | |||||
| Contract assets | |||||
| Prepaid expenses and other current assets | |||||
| Property, plant and equipment, net | |||||
| Intangible assets - trademarks | |||||
| Intangible assets - customer relationships | |||||
| Total assets acquired | $ | ||||
| Accounts payable | $ | ||||
| Accrued liabilities | |||||
| Contract liabilities | |||||
| Long-term debt, current portion | |||||
| Long-term debt, net of current portion | |||||
| Deferred tax liabilities | |||||
| Total liabilities assumed | $ | ||||
| Net assets acquired | |||||
| Goodwill | $ | ||||
Due to the timing of the Omega Acquisition’s completion, the purchase price and related allocation are preliminary and may be revised. Adjustments could arise from changes to the purchase price, additional information obtained regarding
15
the acquired assets and assumed liabilities and revisions to preliminary estimates of fair values including, but not limited to, certain identifiable assets acquired and liabilities assumed, contractual relationships, certain working capital items, and residual goodwill. These adjustments to the purchase price allocation could be significant. The final allocation will be completed within the measurement period, which may extend up to one year from the acquisition date.
The fair value of the acquired property, plant and equipment, net was determined using both the indirect cost approach and market approach. The indirect cost approach involved estimating the replacement cost of the assets and adjusting this amount for their age, condition and utility. The market approach was also considered, analyzing recent transactions of comparable property and equipment to establish fair market value.
The valuation methods used to determine the estimated fair value of identifiable intangible assets included the multi-period excess earnings method for customer relationships and the relief from royalty method for trademarks. Several significant assumptions were involved in the application of these valuation methods, including revenue growth rate, royalty rates, contributory asset charges, probability of renewal curves, discount rates and estimated useful lives of the intangible assets. These identifiable intangible assets have finite lives and are subject to amortization over their estimated useful lives. See Note 8. “Intangible Assets” for more information.
Goodwill of $110.9 million, allocated to the Solaris Power Solutions segment, represents the excess of the purchase consideration over the fair value of identifiable net assets acquired and reflects the assembled workforce and expected growth opportunities from the Omega Acquisition. Of this amount, none is deductible for tax purposes. Goodwill is not amortized and is tested for impairment annually, or more frequently if indicators of impairment exist.
In connection with the Omega Acquisition, the Company assumed debt of $34.1 million, of which $11.3 million was repaid in full following the closing. See Note 11. “Debt” for more information.
The Company incurred acquisition-related costs of $0.6 million and $0.7 million, respectively, for the Omega Acquisition for the three and nine months ended September 30, 2026. These costs primarily consisted of legal and consulting fees and are included in other operating expenses, net in the condensed consolidated statements of operations.
For the three and nine months ended September 30, 2026, the condensed consolidated statements of operations included revenue of $57.9 9.8
GESA Acquisition
On July 1, 2026, the Company, through its wholly owned subsidiary Mustang Merger Co., completed the acquisition of 100 % of the outstanding equity interests in Global Energy Services Alliance, Inc. (“GESA”), pursuant to a merger agreement dated July 1, 2026 (the “GESA Acquisition”). GESA is a full cycle power generation service provider formed through the combination of Baseload Power, a U.S. provider of power generation aftermarket solutions, and Pro-Per Energy Services, a global provider of power plant installation and operations and maintenance services. This acquisition scales the Company’s in-house capabilities across the full life of a generation asset, spanning front-end plant installation and commissioning, long-term operations, and life-of-asset repair and maintenance.
The GESA Acquisition was accounted for as a business combination using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $263.1 million, consisting of the following amounts:
| Amount | |||||
| Cash consideration | $ | ||||
| Cash paid for GESA's closing cash balance | |||||
| Total cash paid at close | |||||
Issuance of | |||||
| Holdback for net working capital adjustment | |||||
| Contingent consideration, at closing date fair value | |||||
| Fair value of total purchase consideration transferred | $ | ||||
In October 2026, the Company and the sellers agreed to the final net working capital adjustment under the GESA merger agreement, resulting in a holdback payable to the sellers of $1.2 million. As the adjustment reflects facts and circumstances that existed as of the acquisition date, the $1.2 million is included in the total purchase consideration
16
transferred and is recorded in other current liabilities on the condensed consolidated balance sheets as of September 30, 2026.
The fair value of the GESA equity consideration was determined using the closing price of the Class A common stock on the acquisition date, which was $73.42 per share.
The equity consideration is subject to contractual sale restrictions, resulting from a lock-up period of 180 days following the acquisition closing date, as stipulated in the lock-up agreements between the sellers and the Company. The restrictions on indemnity equity will remain in effect until the respective release dates.
The consideration transferred includes contingent consideration with an acquisition-date fair value of $5.6 million, related to cash held as collateral at foreign banks that was excluded from the closing cash used to calculate the cash consideration paid at close. Under the purchase agreement, the Company is obligated to pay the sellers amounts equal to the collateral released by the banks after the acquisition date. The Company’s obligation is limited to amounts actually released, and the Company has no obligation to pay the sellers if the banks do not release the funds. The maximum undiscounted amount payable is $5.6 million. The collateral is recorded as restricted cash, current portion on the condensed consolidated balance sheets as of September 30, 2026. The fair value of the liability was determined based on the expected timing and amount of collateral releases. This was subsequently paid during the fourth quarter of 2026.
The table below outlines the allocation of the total purchase consideration to the identifiable assets acquired and liabilities assumed, based on their preliminary fair values as of the acquisition date.
| Amount | |||||
| Cash | $ | ||||
| Restricted cash | |||||
| Accounts receivable | |||||
| Contract assets | |||||
| Prepaid expenses and other current assets | |||||
| Inventories | |||||
| Property, plant and equipment, net | |||||
| Operating lease right-of-use assets | |||||
| Intangible assets - trademarks | |||||
| Intangible assets - customer relationships | |||||
| Total assets acquired | $ | ||||
| Accounts payable | $ | ||||
| Accrued liabilities | |||||
| Operating lease liabilities | |||||
| Long-term debt, current portion | |||||
| Long-term debt, net of current portion | |||||
| Deferred tax liabilities | |||||
| Total liabilities assumed | $ | ||||
| Net assets acquired | |||||
| Goodwill | $ | ||||
Due to the timing of the GESA Acquisition’s completion, the allocation of the purchase consideration is preliminary and may be revised. Adjustments could arise from additional information obtained regarding the acquired assets and assumed liabilities and revisions to preliminary estimates of fair values including, but not limited to, certain identifiable intangible assets acquired, deferred income taxes, and residual goodwill. These adjustments to the purchase price allocation could be significant. The final allocation will be completed within the measurement period, which may extend up to one year from the acquisition date.
17
The fair value of the acquired property, plant and equipment, net was determined using both the indirect cost approach and market approach. The indirect cost approach involved estimating the replacement cost of the assets and adjusting this amount for their age, condition and utility. The market approach was also considered, analyzing recent transactions of comparable property and equipment to establish fair market value.
The valuation methods used to determine the estimated fair value of identifiable intangible assets included the multi-period excess earnings method for customer relationships and the relief from royalty method for trademarks. Several significant assumptions were involved in the application of these valuation methods, including revenue growth rate, royalty rates, contributory asset charges, probability of renewal curves, discount rates and estimated useful lives of the intangible assets. These identifiable intangible assets have finite lives and are subject to amortization over their estimated useful lives. See Note 8. “Intangible Assets” for more information.
Goodwill of $169.5 million, allocated to the Solaris Power Solutions segment, represents the excess of the purchase consideration over the fair value of identifiable net assets acquired and reflects the assembled workforce and expected growth opportunities from the GESA Acquisition. Of this amount, none is deductible for tax purposes. Goodwill is not amortized and is tested for impairment annually, or more frequently if indicators of impairment exist.
In connection with the GESA Acquisition, the Company assumed debt of $18.7 million, of which $2.7 million was repaid in full following the closing. See Note 11. “Debt” for more information.
In connection with the GESA Acquisition, the Company incurred acquisition-related costs of $0.2 million and $1.0 million, respectively, for the three and nine months ended September 30, 2026. These costs primarily consisted of legal, valuation, consulting and financing fees and are included in other operating expenses, net in the condensed consolidated statements of operations.
For the three and nine months ended September 30, 2026, the condensed consolidated statements of operations included revenue of $89.9 17.0
HVMVLV Acquisition
On August 15, 2025, the Company completed the acquisition of 100 % of the outstanding equity interests in HVMVLV, LLC (“HVMVLV”), a specialty provider of power control and distribution solutions, for total purchase consideration of $59.7 million (the “HVMVLV Acquisition”). The HVMVLV Acquisition was accounted for as a business combination using the acquisition method of accounting, as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Pro Forma Information
The tables below reflect pro forma revenues and net income for the three and nine months ended September 30, 2026 and 2025, as if the Omega Acquisition and the GESA Acquisition each occurred on January 1, 2025. Because the HVMVLV Acquisition closed during the third quarter of 2025, the Company’s reported results for the three and nine months ended September 30, 2025 include HVMVLV only from the acquisition date. The Company has included HVMVLV in the pro forma information below so that the 2025 comparative periods reflect HVMVLV for the full period, on the same basis as the Omega Acquisition and the GESA Acquisition. The tables below reflect pro forma revenues and net income for the three and nine months ended September 30, 2025, as if the HVMVLV Acquisition occurred on January 1, 2024. The “Pro forma Solaris and HVMVLV” amounts represent the Company’s results as reported for the 2025 periods, including the Company’s own revenue and net income, combined with HVMVLV’s results for the period before the acquisition date. HVMVLV is included in the Company’s reported results for the full three and nine months ended September 30, 2026, so no HVMVLV pro forma adjustment is reflected in the 2026 periods.
The pro-forma results include non-recurring adjustments to remove the acquisition-related costs described above from the three and nine months ended September 30, 2026, and the inclusion of those costs in the corresponding 2025 periods. These unaudited pro forma amounts are not necessarily indicative of the actual results that would have been achieved during the periods presented, nor do they predict future performance.
18
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| As Reported | Pro Forma | Pro Forma | Pro Forma | ||||||||||||||||||||||||||
| unaudited | Solaris | GESA | Omega | Combined | |||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| As Reported | Pro forma | Pro Forma | Pro Forma | Pro Forma | |||||||||||||||||||||||||
| unaudited | Solaris | HVMVLV | GESA | Omega | Combined | ||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Net income | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| As Reported | Pro Forma | Pro Forma | Pro Forma | ||||||||||||||||||||||||||
| unaudited | Solaris | GESA | Omega | Combined | |||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| As Reported | Pro forma | Pro Forma | Pro Forma | Pro Forma | |||||||||||||||||||||||||
| unaudited | Solaris | HVMVLV | GESA | Omega | Combined | ||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Net income | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
Asset Acquisition
Genco Acquisition
On March 16, 2026, the Company, through its subsidiary Project G Buyer, LLC, completed the acquisition of 100 % of the outstanding equity interests in Focus Genco Cayman Ltd. (“Genco”), the parent company of Genco Power Solutions, a distributed power generation company, pursuant to a securities purchase agreement (the “Genco Acquisition”). The acquired assets consist primarily of gas turbine generators held for lease under passive dry-lease arrangements. The Genco Acquisition was accounted for as an asset acquisition in accordance with ASC 805-50, as the acquired assets did not meet the definition of a business.
The total acquisition cost of $483.2 million consisted of cash consideration, net of $1.1 million recovered from escrow pursuant to the purchase price adjustment provisions of the securities purchase agreement; 4,182,772 shares of Class A common stock issued to the sellers; liabilities incurred in connection with the acquisition; net amounts related to settlement of pre-existing relationships between the Company and Genco; and capitalized transaction costs. The total acquisition cost was allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values at the acquisition date. The allocation resulted in a stepped-up cost basis in the acquired gas turbine generators and the recognition of a customer relationship intangible asset at fair value. See Note 6. “Equipment Held for Lease” and Note 8. “Intangible Assets” for more information. No goodwill was recognized.
In connection with the Genco Acquisition, the Company assumed certain debt obligations of Genco and incurred new debt obligations to facilitate the closing of the acquisition, all of which were fully repaid and terminated during the second quarter of 2026. See Note 11. “Debt,” including “Debt Extinguishment” for more information.
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5. Summary of Significant Accounting Policies
(a) Recently Issued Accounting Standards
Recently Adopted
In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05, Financial Instruments - Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU simplifies the Current Expected Credit Losses model, including a practical expedient that allows entities to assume current economic conditions as of the balance sheet date will remain stable over the life of the short-term accounts receivable and contract assets arising from revenue contracts under ASC 606, without the need to forecast future economic conditions. This standard is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods. The Company adopted ASU 2025-05 effective January 1, 2026 on a prospective basis, as permitted by the ASU. The Company elected to apply the practical expedient for its current accounts receivable and current contract assets arising from revenue transactions under ASC 606, Revenues from Contracts with Customers. The adoption of ASU 2025-05 and the election of the practical expedient did not have a material impact on the Company’s condensed consolidated financial statements. The Company’s significant accounting policy for allowances for credit losses has been updated to reflect the election of this practical expedient.
In November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments in this ASU primarily clarify the requirements for determining whether the settlement of a convertible debt instrument should be accounted for as an induced conversion. This standard is effective for annual and interim reporting periods in fiscal years beginning after December 15, 2025. The Company adopted ASU 2024-04 effective January 1, 2026 on a prospective basis, as permitted by the standard. The adoption of ASU 2024-04 did not have a material impact on the Company’s condensed consolidated financial statements.
Not Yet Adopted
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU addresses thirty-three items, representing codification changes that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. This standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the effects of this ASU, but does not expect a material impact on its condensed consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. This standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effects of this ASU, but does not expect a material impact on its condensed consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU updates the rules on capitalizing costs related to developing software for internal purposes, eliminating the use of specific project phases and introducing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This standard applies to annual periods starting after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the potential effects of this ASU on its condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This update requires entities to disclose specified information about certain costs and expenses, including the amounts related to (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depletion expense, disaggregated within relevant expense captions on the statements of operations. It also requires qualitative descriptions for amounts not separately disaggregated and the total amount of selling expenses, along with the entity’s definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Clarifying the Effective Date. The guidance is effective for annual periods beginning after
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December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of this ASU on its disclosures.
(b) Consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. All material intercompany balances and transactions have been eliminated in consolidation.
The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a VIE under US GAAP.
Voting Interest Entities. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance its activities independently and the equity holders have the characteristics of a controlling financial interest, including the power to direct the activities of the entity that most significantly impact its economic performance through voting or similar rights. Voting interest entities are consolidated in accordance with ASC 810, Consolidation, if the Company owns a majority of the voting interests, unless control does not rest with the majority owner (for example, because of veto rights or other substantive participating rights held by non-controlling interest holders).
Variable Interest Entities. VIEs are entities that lack one or more of the characteristics of a voting interest entity, such as sufficient equity at risk to finance their activities without additional subordinated financial support or where the equity holders, as a group, lack the power to direct the activities that most significantly impact the entity’s economic performance. The Company consolidates a VIE in accordance with ASC 810 if it is the primary beneficiary, which occurs when the Company has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
The Company reassesses its initial evaluation of whether an entity is a VIE upon the occurrence of certain reconsideration events as defined in ASC 810. The Company also reassesses its determination of whether it is the primary beneficiary of a VIE upon changes in facts and circumstances that could potentially alter its conclusion.
Non-controlling interests represent the portion of profit or loss and net assets attributable to equity interests in consolidated subsidiaries that are not owned by the Company. Non-controlling interests are presented as a separate component of equity in the condensed consolidated balance sheets and as a separate line item in the condensed consolidated statements of operations.
For additional information on the Company’s involvement with VIEs, refer to Note 2. “Variable Interest Entities.”
(c) Business Combinations and Asset Acquisitions
The Company accounts for acquisitions of businesses using the acquisition method under ASC 805. The assets acquired, liabilities assumed, and any non-controlling interest in the acquiree are recognized at their fair values on the acquisition date. Acquisition-related costs are expensed as incurred. Goodwill is recognized as the excess of the consideration transferred over the fair value of the net assets acquired.
Acquisitions of assets or groups of assets that do not meet the definition of a business under ASC 805 are accounted for as asset acquisitions. In an asset acquisition, the total cost of the acquisition, including transaction costs which are capitalized as part of the acquisition cost, is allocated to the individual assets acquired and liabilities assumed based on their relative fair values at the acquisition date. No goodwill is recognized in asset acquisitions.
(d) Use of Estimates
The preparation of these condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Beginning in the third quarter of 2026, significant estimates also include the estimated total costs to complete contracts for which revenue is recognized over time using a cost-to-cost method. Actual results could differ from those estimates.
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(e) Restricted Cash
Restricted cash primarily consists of amounts held in a money market account at a financial institution that serve as collateral for outstanding standby letters of credit. The Company does not have the right to access or withdraw these funds while the related letters of credit remain outstanding. Interest earned on the account is not subject to these restrictions.
As of September 30, 2026, the Company had restricted cash of $92.5 million held as collateral for outstanding standby letters of credit (see Note 18. “Commitments and Contingencies”).
Restricted cash is included with cash and cash equivalents in the accompanying condensed consolidated statements of cash flows. The following table presents a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, current portion | |||||||||||
| Restricted cash, net of current portion | |||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | |||||||||
(f) Accounts Receivable, Contract Assets and Related Allowances
Accounts Receivable
Accounts receivable consist of trade receivables and operating lease receivables and are stated at the net amount expected to be collected. Trade receivables represent amounts billed to customers, or for which the Company’s right to consideration is unconditional, under contracts accounted for under ASC 606. Operating lease receivables represent amounts due from lessees under ASC 842. Accounts receivable are presented net of allowances for credit losses and uncollectible accounts, as applicable.
Contract Assets
Contract assets arise under ASC 606 and represent the Company’s right to consideration for goods or services already transferred when that right is conditioned on something other than the passage of time. On construction contracts, contract assets represent costs and estimated earnings in excess of billings. Contract assets are reclassified to accounts receivable when the right to consideration becomes unconditional, generally upon invoicing.
Trade Receivables and Contract Assets - Credit Losses
Trade receivables and contract assets are evaluated for impairment under ASC 326, Financial Instruments – Credit Losses, using the current expected credit losses (“CECL”) methodology. The Company has elected the practical expedient provided by ASU 2025-05. Under this expedient, the Company assumes that current conditions as of the balance sheet date remain unchanged for the remaining life of these assets when developing reasonable and supportable forecasts.
In determining the allowance for credit losses, we pool trade receivables with similar risk characteristics and apply an expected loss percentage derived from historical loss data. Our assessment of current conditions, including the length of time trade accounts receivable are past due, previous loss history and the condition of the general economy and the industry as a whole, is reflected as of the balance sheet date consistent with the practical expedient elected. The expected credit loss percentage is determined using historical loss data adjusted for current conditions. Along with the expected credit loss percentage approach, we apply a case-by-case review on individual trade receivables when deemed appropriate.
The expense associated with the provision for credit losses on trade receivables and contract assets is recognized in other operating expenses, net in our condensed consolidated statements of operations. Accounts deemed uncollectible are
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written off against the allowance when our customers’ financial condition deteriorates, impairing their ability to make payments, such as upon customer bankruptcies. Subsequent recoveries, if any, are credited to the allowance.
Operating Lease Receivables
Collectability of lease payments is assessed at lease commencement and reassessed throughout the lease term. At lease commencement, the Company may collect one or more months’ rent in advance, which serve as collateral to mitigate credit risk. If collectability of substantially all lease payments is probable at lease commencement, leasing revenue is recognized on a straight-line basis over the lease term, and the Company records an allowance for uncollectible operating lease receivables, as necessary, in accordance with ASC 450, Contingencies. The allowance is based on historical loss experience, current customer-specific conditions, and relevant economic factors without incorporating forward-looking expected losses under CECL. If collectability of substantially all lease payments is not probable, leasing revenue is recognized on a cash basis.
The following table presents activity related to our allowance for credit losses and uncollectible operating lease receivables.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Provision for (recovery of) credit losses, net | |||||||||||||||||||||||
| Provision for uncollectible operating lease receivables | |||||||||||||||||||||||
| Write-offs | ( | ( | |||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
The Company’s contract assets, including accrued (unbilled) revenue, are also within the scope of ASC 326. Management evaluated these balances for expected credit losses as of September 30, 2026 and did not identify any customer disputes, credit deterioration, or other factors indicating an expected loss; accordingly, no allowance for credit losses was recorded against the Company’s contract assets.
Retainage receivable is assessed separately because retainage arises from contractual holdbacks pending project completion and satisfaction of lien-release requirements, rather than from collectability concerns, and is not associated with customer disputes or credit deterioration. As of September 30, 2026, management estimated no expected credit loss on the Company’s retainage receivable.
Accounts receivable retainage of $0.6 million at September 30, 2026 relates to amounts withheld by customers under contractual retention provisions pending completion of the related projects and satisfaction of applicable lien-release requirements. Management does not expect any portion of the retainage receivable to be collected more than one year from the condensed consolidated balance sheet date. There was no accounts receivable retainage recorded as of December 31, 2025.
(g) Equipment Held for Lease and Property, Plant and Equipment
Equipment held for lease and property, plant and equipment are stated at cost, net of accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets except for turbine engine cores. Turbine engine cores represent a significant component of our turbines and are depreciated using the units of production method based on an expected life of 30,000 fired hours. To reflect this distinct depreciation method and usage-based nature of these assets, turbine engine cores are presented as a separate line item in the table below, Power Generation – Turbine engine core.
We capitalize interest on borrowings to the extent they are incurred during the construction or acquisition period of qualifying assets in accordance with ASC 835-20, Interest – Capitalization of Interest. Qualifying assets are assets which require a substantial period of time to get ready for their intended use, such as certain power generation equipment. The amount capitalized is based on the weighted-average expenditures incurred and applicable interest rates on specific or general borrowings. Capitalized interest is included in the cost basis of the related asset and is depreciated over the asset’s estimated useful life once the asset is substantially complete and ready for its intended use. Capitalization of interest ceases when the qualifying asset is substantially complete.
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| Useful Life | |||||
| Equipment held for lease | |||||
| Power Generation - Turbine | |||||
| Power Generation - Turbine engine core | |||||
| Power Generation - Ancillary equipment | |||||
| Power control and distribution equipment | |||||
| Property, plant and equipment | |||||
| Oil and gas logistics equipment | |||||
| Machinery and equipment | |||||
Construction equipment | |||||
| Furniture and fixtures | |||||
| Computer hardware and software | |||||
| Vehicles | |||||
| Buildings and leasehold improvements | |||||
Maintenance and repair costs are expensed as incurred. Expenditures that materially enhance the value or extend the useful life of the assets are capitalized. Upon sale or disposal, the asset’s cost and accumulated depreciation are removed from the balance sheet, with any resulting gain or loss recognized in operations.
Equipment held for lease and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset to its estimated undiscounted future cash flows. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value.
(h) Inventories
Inventories consist of raw materials, work in process, finished goods, and parts and supplies. Inventories managed in the Company’s Solaris Logistics Solutions segment primarily consist of raw materials used in the manufacturing and maintenance of the Company’s oil and gas logistics equipment, which is used to provide services to customers. Inventories managed in the Company’s Solaris Power Solutions segment primarily consist of maintenance spare parts for equipment held for lease, parts and supplies used in refurbishment, repair, and operations and maintenance services, and equipment held for sale, including refurbished equipment and balance-of-plant equipment such as transformers and breakers.
Inventories are stated at the lower of weighted-average cost or net realizable value. Net realizable value is determined based on the expected utility of the inventory in the Company’s operations and considers factors such as inventory quality, excess quantities, obsolescence, and expected usage levels in our manufacturing, maintenance and service processes. Inventory expected to be used beyond 12 months is classified as non-current on the Company’s condensed consolidated balance sheets. Inventory write-downs to net realizable value, including for obsolete inventory, are recorded in cost of services, cost of leasing revenue or cost of product sales, as applicable.
Inventories consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Parts and supplies | $ | $ | |||||||||
| Raw materials | |||||||||||
| Total inventories | $ | $ | |||||||||
| Less: non-current portion of inventories | ( | ( | |||||||||
| Inventories, current portion | $ | $ | |||||||||
Prepaid expense and other current assets as of September 30, 2026 included $28.2 million of advance payments to suppliers for equipment the Company intends to sell. The Company had not obtained control of this equipment as of that
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(i) Goodwill
Goodwill represents the excess of the purchase price of a business over the estimated fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized but is evaluated for impairment annually during the fourth quarter or more frequently if events or circumstances indicate that impairment may exist. Factors such as adverse economic conditions, competition or changes in market dynamics may require more frequent assessments.
The Company assesses goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the carrying value of a reporting unit exceeds its fair value. If such conditions are identified, the Company then performs a quantitative analysis, comparing the fair value of the reporting unit to its carrying amount to assess for impairment. There were no
The following table presents the changes in the carrying amount of goodwill by reportable segment.
| Solaris Power Solutions | Solaris Logistics Solutions | Total | |||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||
| Acquisition of GESA | |||||||||||||||||
| Acquisition of Omega | |||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ||||||||||||||
(j) Investments
Investments in equity securities are accounted for in accordance with ASC 321, Investments-Equity Securities. Equity securities with a readily determinable fair value are measured at fair value with changes in fair value recognized in earnings. For equity securities without a readily determinable fair value, the Company elects the measurement alternative, under which investments are recorded at cost, less impairment, and adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer.
The Company evaluates such investments each reporting period to determine whether impairment indicators are present. If an investment is determined to be impaired, the carrying amount is written down to its fair value, and the resulting loss is recognized in earnings.
(k) Convertible Notes
(l) Revenue
The Company’s revenue consists of service revenue and product sales, which are accounted for under ASC 606, and leasing revenue, which is accounted for under ASC 842.
Service Revenue
Service revenue is derived from services related to the Company’s mobile proppant and fluid management systems (“Systems”), last mile logistics management services and ancillary equipment, and construction services and operations and
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maintenance services. Service revenue also includes non-lease installation, commissioning, mobilization, fuel and other services, whether provided under standalone contracts or included in leasing arrangements.
We recognize service revenue upon the transfer of control of promised services (or distinct goods) to customers in an amount that reflects the consideration expected to be received. We evaluate collectibility based on historical payment experience and customer financial condition. Customers are generally billed on a weekly or monthly basis, and contracts typically include payment terms of 30 to 60 days.
For contracts with multiple performance obligations, the transaction price is allocated based on relative stand-alone selling prices, or estimates of such prices, and revenue is recognized as each performance obligation is satisfied. Revenue from Systems, last mile logistics, and ancillary equipment is primarily recognized over time as customers simultaneously receive and consume the benefits.
Certain contracts include the grant of exclusive rights to reserve specified equipment for a stated period. These reservation rights represent a stand-ready performance obligation satisfied over time on a straight-line basis as the Company stands ready to make the equipment available exclusively to the customer.
Variable consideration may include discounts, price concessions and incentives. We estimate variable consideration based on the expected amount to be received and updates our estimate as facts and circumstances change.
Construction Services
Through Omega, acquired on September 1, 2026, the Company provides engineering, procurement, and construction services, primarily under fixed-price contracts and, in certain cases, time-and-materials (“T&M”) contracts. Each project is generally a single performance obligation satisfied over time, and customers are billed in installments as provided in the contract. Revenue on fixed-price contracts is recognized over time using a cost-to-cost input method, measured by costs incurred to date relative to estimated total costs for each project. Changes in estimated costs, change orders and claims are recognized in the period determined on a cumulative catch-up basis, and provisions for estimated losses on uncompleted contracts are recognized in the period the loss is determined. Contract modifications are generally accounted for as part of the existing contract. Revenue on T&M contracts is recognized over time as labor hours and materials are incurred. Warranties are assurance-type and are accrued as part of the estimated cost to complete each contract.
Operations, Maintenance, Installation and Commissioning Services
Through GESA, acquired on July 1, 2026, the Company provides installation and commissioning, operations and maintenance, and repair and field services to third parties. Operations and maintenance services are a series of distinct services recognized over time as the services are performed. Installation, commissioning and repair services on customer-owned equipment are recognized over time as the customer controls the asset as it is serviced.
Deferred Contract Costs
The Company capitalizes costs incurred to fulfill a contract in accordance with ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers, including civil infrastructure, site preparation, design and engineering costs, when the costs relate directly to a contract, generate or enhance resources that will be used to satisfy future performance obligations, and are expected to be recovered. These costs relate to non-lease components of a leasing arrangement for which the lease has not yet commenced, and are expensed as cost of services when the related performance obligation is satisfied. As of September 30, 2026, deferred contract costs were $22.7 million. No
Product Sales
Product sales consist of the sale of equipment, including equipment that the Company sources and, in certain cases, refurbishes before sale, and balance-of-plant equipment such as transformers and breakers. Product sales revenue is recognized at the point in time control of the goods transfers to the customer. Control generally transfers upon the delivery, at which time the customer has legal title and physical possession, the Company has a present right to payment, and the significant risks and rewards of ownership have transferred to the customer.
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Contract Balances
The following table presents the balances arising from contracts with customers under ASC 606:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable from contracts with customers | $ | $ | |||||||||
| Contract assets | |||||||||||
| Contract liabilities - current | |||||||||||
Accounts receivable on the condensed consolidated balance sheets also include operating lease receivables of $66.6 million and $27.1 million as of September 30, 2026 and December 31, 2025, respectively.
The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets represent the Company’s right to consideration for goods or services already transferred when that right is conditioned on something other than the passage of time. Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or has billed the customer under the terms of the contract, and are classified as current because the related revenue is expected to be recognized within twelve months.
Contract assets increased primarily due to the timing of billings on service contracts and balances of $20.5 million assumed in the Omega and GESA acquisitions. Contract liabilities increased primarily due to an advance payment of $61.5 million received from a customer for an equipment sale and balances of $9.5 million assumed in the Omega acquisition. See Note 4, “Acquisitions” for balances acquired. There was no contract liability balance at December 31, 2025 and accordingly no revenue recognized during the nine months ended September 30, 2026 was included in the contract liability balance at the beginning of the period.
Remaining Performance Obligations
The Company has elected the practical expedient to not disclose the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less.
Leasing Revenue
At commencement, the Company classifies leases in which it is the lessor as operating or sales-type leases. A lease is classified as a sales-type lease if it meets any of the criteria in ASC 842, including a transfer of ownership, a purchase option the lessee is reasonably certain to exercise, a lease term for the major part of the asset’s remaining economic life, or lease payments that equal or exceed substantially all of the asset’s fair value. All other leases are classified as operating leases.
Operating leases
Leasing revenue is recognized on a straight-line basis over the lease term, reflecting the consumption of benefits derived from the leased assets. Lease payments are fixed throughout the lease term. Leasing arrangements may be renewed, subject to price negotiations with customers.
Sales-Type Leases
At commencement, the Company derecognizes the underlying asset and recognizes a net investment in the lease, measured at the present value of the lease payments and residual value discounted at the rate implicit in the lease. Any difference between the net investment and the carrying amount of the underlying asset is recognized as selling profit or loss at commencement. No selling profit or loss has been recognized to date because the carrying amount of the underlying assets equaled their fair value at commencement. Interest income on the net investment is recognized over the lease term and is included in leasing revenue. The net investment in sales-type leases is included in other assets on the condensed consolidated balance sheets. Sales-type leases were not material to the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2026.
Lease and Non-Lease Components
Certain contracts contain lease and non-lease components. The Company allocates the consideration in the contract between components based on their relative stand-alone selling prices, except for contracts for which it has elected the
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practical expedient to account for lease and non-lease components as a single lease component. Consideration allocated to the lease component is recognized as leasing revenue. Non-lease components that transfer a distinct service to the customer are accounted for under ASC 606 and included in service revenue.
Future minimum lease payments to be received under our long-term lessor arrangements as of September 30, 2026, including payments from leases that have already commenced and leases that will commence in the future based on estimated commencement dates, were as follows:
| Year Ending December 31, | Future Lease Payments to be Received | ||||
| 2026 (remainder of) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Lease classification is determined at lease commencement. Accordingly, the amounts above include payments under leases that have not yet commenced, which have not been classified as operating or sales-type leases. Also included in the amounts above are undiscounted payments of $42.1 million under leases that commenced in the third quarter of 2026 and were classified as sales-type leases, which are expected to be received as follows: $1.1 million in the remainder of 2026, $4.3 23.8 million thereafter.
Disaggregation of Revenue
We categorize revenue from contracts with customers by revenue-generating activity, in alignment with our two reportable segments. This includes service revenue and product sales recognized under ASC 606 and leasing revenue recognized under ASC 842. The table below presents information on our disaggregated revenue.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Solaris Power Solutions | |||||||||||||||||||||||
| Leasing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Service revenue | |||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||
| Solaris Logistics Solutions | |||||||||||||||||||||||
| Service revenue | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Sublease income totaled $0.3 million and $38.1 million for the three months ended September 30, 2026 and 2025, respectively, and $72.8 million and $74.3 million for the nine months ended September 30, 2026 and 2025, respectively. Sublease income is included in leasing revenue in the condensed consolidated statements of operations.
Deferred Revenue
Deferred revenue consists of advance lease payments received from lessees under ASC 842 and is recognized as leasing revenue over the lease term. Customer advances under ASC 606 are presented separately as contract liabilities. Deferred revenue is classified as current or non-current based on when the related revenue is expected to be recognized.
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6. Equipment Held for Lease
Equipment held for lease, used in the Company’s capacity as lessor, consists of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Power Generation - Turbine | $ | $ | |||||||||
| Power Generation - Turbine engine core | |||||||||||
| Power Generation - Ancillary equipment | |||||||||||
| Power control and distribution equipment | |||||||||||
| Construction in progress | |||||||||||
| Equipment held for lease, gross | $ | $ | |||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Equipment held for lease, net | $ | $ | |||||||||
Construction in progress includes deposits, progress payments, and accrued billings for turbines and other equipment that have not yet been delivered. Depreciation commences once the assets are placed in service or ready for their intended use, which occurs upon delivery and commissioning of the applicable equipment.
During the nine months ended September 30, 2026, construction in progress increased significantly primarily due to turbine equipment acquired in connection with the Genco Acquisition and the NovaLT16 Turbine Acquisition. See Note 4. “Acquisitions” and Note 18. “Commitments and Contingencies” for additional information.
For the three months ended September 30, 2026 and 2025, we incurred total interest cost of $37.6 million and $13.5 million, of which $14.7 million and $3.2 million was recognized as capitalized interest, respectively. For the nine months ended September 30, 2026 and 2025, we incurred total interest cost of $76.7 million and $33.5 million, of which $32.1 million and $10.1 million was recognized as capitalized interest, respectively.
Depreciation expense on equipment held for lease was $24.1 million and $9.8 million for the three months ended September 30, 2026 and 2025, respectively, and $63.0 million and $23.2 million for the nine months ended September 30, 2026 and 2025, respectively.
7. Property, Plant and Equipment
Property, plant and equipment consists of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Oil and gas logistics equipment | $ | $ | |||||||||
| Logistics equipment in process | |||||||||||
| Vehicles | |||||||||||
| Machinery and equipment | |||||||||||
| Construction equipment | |||||||||||
| Buildings | |||||||||||
| Computer hardware and software | |||||||||||
| Land | |||||||||||
| Furniture and fixtures | |||||||||||
| Property, plant and equipment, gross | $ | $ | |||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Depreciation expense on property, plant, and equipment was $10.0 million and $9.7 million for the three months ended September 30, 2026 and 2025, respectively, and $29.0 million and $28.4 million for the nine months ended September 30, 2026 and 2025, respectively.
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8. Intangible Assets
Identifiable intangible assets consist of the following.
| Gross | Accumulated Amortization | Net Book Value | |||||||||||||||
| As of September 30, 2026: | |||||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||
| Trademarks | ( | ||||||||||||||||
| Covenant not to compete | ( | ||||||||||||||||
| Software & patents | ( | ||||||||||||||||
| Total identifiable intangibles | $ | $ | ( | $ | |||||||||||||
| As of December 31, 2025: | |||||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||
| Trademarks | ( | ||||||||||||||||
| Covenant not to compete | ( | ||||||||||||||||
| Software & patents | ( | ||||||||||||||||
| Total identifiable intangibles | $ | $ | ( | $ | |||||||||||||
In connection with the Omega Acquisition, the Company recognized a customer relationship intangible asset of $90.6 million at fair value and a trademark intangible asset of $13.2 million at fair value, for total acquired intangible assets of $103.8 million. The customer relationships and trademarks are amortized over estimated useful lives of 20.3 years and 4.3 years, respectively, based on the expected pattern of future cash flows associated with the intangible assets. The weighted-average amortization period for the acquired intangible assets in total is 18.3 years. See Note 4. “Acquisitions” for additional information.
In connection with the GESA Acquisition, the Company recognized a customer relationship intangible asset of $93.1 million at fair value and a trademark intangible asset of $14.9 million at fair value, for total acquired intangible assets of $108.0 million. The customer relationship and trademark are amortized over estimated useful lives of 20.5 years and 4.5 years, respectively, based on the expected pattern of future cash flows associated with the intangible assets. The weighted-average amortization period for the acquired intangible assets in total is 18.3 years. See Note 4. “Acquisitions” for additional information.
In connection with the Genco Acquisition, the Company recognized a customer relationship intangible asset of $15.7 million at fair value. This intangible is amortized over an estimated useful life of five years based on the expected pattern of future cash flows associated with the asset. See Note 4. “Acquisitions” for additional information.
Amortization expense on intangible assets was $17.4 million and $2.9 million for the three months ended September 30, 2026 and 2025, respectively, and $23.7 million and $9.3 million, respectively, for the nine months ended September 30, 2026 and 2025.
As of September 30, 2026, estimated annual amortization expense is as follows:
| Year Ending December 31, | Estimated Amortization Expense | ||||
| 2026 (remainder of) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total estimated amortization expense | $ | ||||
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9. Investments
The Company holds the following investments that do not have readily determinable fair values and are accounted for under the measurement alternative in ASC 321:
| Investment | September 30, 2026 | ||||||||||
| SISU SPV, LLC | $ | ||||||||||
| Deployable Energy Limited SAFE | |||||||||||
| Total | $ | ||||||||||
These investments are classified as other assets (non-current) in the condensed consolidated balance sheets.
SISU SPV, LLC
On December 31, 2025, the Company paid a $10.0 million deposit toward an investment in SISU SPV, LLC (“SISU”), a Delaware limited liability company formed to invest in SISU Ultimate Holdings, LLC, which owns SISU Energy & Environmental, LLC, an Oklahoma-based company that provides emissions-reduction solutions, including selective catalytic reduction catalyst systems. During the first quarter of 2026, the Company paid the remaining $2.8 million, completing its total investment of $12.8 million, representing a 29.7 % membership interest in SISU.
SISU is a VIE for which the Company is not the primary beneficiary, and therefore the Company does not consolidate SISU (see Note 2. “Variable Interest Entities”).
Deployable Energy Limited
In June 2026, the Company invested $5.0 million in a simple agreement for future equity (“SAFE”) issued by Deployable Energy Limited (“Deployable”), a Delaware corporation developing small modular reactor (“SMR”) nuclear technology, subject to a $150.0 million post-money valuation cap. The investment gives the Company early exposure to next-generation nuclear generation and the ability to incorporate SMR technology into its full-scope power offering over time, complementing its existing behind-the-meter gas generation platform. The SAFE entitles the Company to shares of Deployable’s capital stock upon the occurrence of specified future equity financing, liquidity, or dissolution events. The SAFE does not carry voting rights and is not redeemable at the Company’s option. The Company does not control or have significant influence over Deployable and does not consolidate it.
10. Accrued Liabilities
Accrued liabilities consist of the following.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Equipment held for lease | $ | $ | |||||||||
| Employee related expenses | |||||||||||
| Selling, general and administrative | |||||||||||
| Operational cost accruals | |||||||||||
| Taxes payable | |||||||||||
| Interest payable | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
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11. Debt
Below is an overview of our outstanding debt.
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| Stateline Term Loan | |||||||||||
| Equipment financing | |||||||||||
| Less: unamortized debt financing costs | ( | ( | |||||||||
| Total debt, net of debt financing costs | $ | $ | |||||||||
| Less: current portion of debt | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
On May 12, 2026, Solaris LLC issued $1.3 billion aggregate principal amount of 6.375 % Senior Notes due 2031 (the “2031 Senior Notes”) at par in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The offering resulted in net proceeds of $1.28 billion after deducting the initial purchasers’ discount of $19.5 million and other offering expenses of $3.3 million. Interest accrues at a rate of 6.375 % per annum and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The 2031 Senior Notes mature on May 15, 2031.
The 2031 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and the Subsidiary Guarantors. The 2031 Senior Notes and related guarantees are structurally senior to the Company’s 4.75 % Convertible Senior Notes due 2030 and 0.25 % Convertible Senior Notes due 2031 (collectively, the “Convertible Notes,” see Note 12. “Convertible Notes”) to the extent of the guarantees by the Subsidiary Guarantors and rank senior in right of payment to the corresponding subordinated Intercompany Convertible Notes issued by Solaris LLC to the Company in aggregate principal amounts equal to the outstanding amounts under the Convertible Notes. Prior to May 15, 2028, Solaris LLC may redeem up to 40 % of the aggregate principal amount of the 2031 Senior Notes with the net proceeds from certain equity offerings at a redemption price equal to 106.375 % of the principal amount, plus accrued and unpaid interest, subject to certain conditions. Solaris LLC may also redeem all or a portion of the 2031 Senior Notes prior to May 15, 2028 at a redemption price equal to 100 % of the principal amount plus a make-whole premium and accrued and unpaid interest. On or after May 15, 2028, the 2031 Senior Notes are redeemable at specified prices plus accrued and unpaid interest.
Upon the occurrence of a change of control triggering event, Solaris LLC is required to offer to repurchase the 2031 Senior Notes at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest. If Solaris LLC receives certain contract termination payments and does not use the proceeds for certain specified purposes, Solaris LLC is required to offer to use certain net proceeds therefrom to repurchase the 2031 Senior Notes at a purchase price equal to 100 % of the principal amount, plus accrued and unpaid interest. The indenture governing the 2031 Senior Notes contains customary affirmative and negative covenants, including limitations on the ability of Solaris LLC and its restricted subsidiaries to incur additional indebtedness, make restricted payments, sell assets, make investments, create liens, enter into affiliate transactions, and engage in mergers or transfers of substantially all assets. The indenture also contains customary events of default.
The net proceeds from the offering were used to repay in full certain outstanding borrowings that were terminated concurrently with the closing of the offering and to pay related fees and expenses. The remaining proceeds are available for general corporate purposes, including growth capital expenditures. See “Debt Extinguishment” below for additional information regarding debt extinguishment.
In connection with the issuance of the 2031 Senior Notes, the Company incurred total debt financing costs of $27.9 million, consisting of the initial purchasers’ discount of $19.5 million, other offering expenses of $3.3 million, and $5.1 million of third-party costs that were paid separately and not deducted from the offering proceeds. These costs are recorded as a direct deduction from the carrying amount of the 2031 Senior Notes and are amortized to interest expense using the effective interest method over the term of the 2031 Senior Notes. The effective interest rate on the 2031 Senior Notes is 6.9 %.
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Interest incurred on the 2031 Senior Notes was $20.7 million and $31.8 million, respectively, for the three and nine months ended September 30, 2026, of which $7.5 million and $9.4 million, respectively, was capitalized as part of the cost of qualifying assets under ASC 835-20. The remaining $13.2 million and $22.4 million, respectively, was recognized as interest expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2026.
As of September 30, 2026, the carrying amount of the 2031 Senior Notes was $1.27 billion, consisting of $1.3 billion aggregate principal amount less $26.1 million of unamortized debt financing costs. The fair value of the 2031 Senior Notes, which is fixed-rate debt, is estimated based on quoted market prices of the notes in active markets. The fair value was $1.2 billion as of September 30, 2026, and is classified as Level 1 within the fair value hierarchy under ASC 820.
Revolving Credit Facility
On May 12, 2026, Solaris LLC, as borrower, and the Company, as parent, entered into a credit agreement (the “Credit Agreement”) with MUFG Bank, Ltd., as administrative agent, CSC Delaware Trust Company, as collateral agent, and the lenders party thereto. As of September 30, 2026, the Credit Agreement provided for a $650.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), with a $150.0 million letter of credit sublimit. The Revolving Credit Facility permitted Solaris LLC to increase the total commitments by up to $200.0 million, subject to certain conditions, which incremental capacity was exercised in full on October 1, 2026, as described below.
Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at our option, either (i) Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.5 % to 3.5 % or (ii) the Base Rate plus an applicable margin ranging from 1.5 % to 2.5 %, in each case based on Solaris LLC’s total net leverage ratio. The applicable margin is subject to adjustment on a quarterly basis. Solaris LLC is also required to pay a commitment fee of 0.50 % per annum on the average daily unused portion of the Revolving Credit Facility, as well as letter of credit fees equal to the applicable SOFR margin.
The Revolving Credit Facility matures on May 12, 2031, subject to certain springing maturity provisions. Obligations under the Revolving Credit Facility are guaranteed by the Company and its existing and future restricted subsidiaries, other than certain excluded subsidiaries, and are secured by a first-priority security interest in substantially all assets of Solaris LLC and the subsidiary guarantors, subject to customary exceptions, and by a pledge by the Company of its equity interests in Solaris LLC. The obligations rank effectively senior to the Company’s and its subsidiaries’ unsecured senior indebtedness to the extent of the value of the collateral, are structurally senior to the Convertible Notes to the extent of the guarantees of the subsidiary guarantors, and rank senior in right of payment to the Intercompany Convertible Notes.
The Credit Agreement contains certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness, liens, dispositions, investments and restricted payments. Commencing with the fiscal quarter ending September 30, 2026, the Credit Agreement requires Solaris LLC and its restricted subsidiaries to maintain, in each case tested as of the last day of each fiscal quarter based on the four most recently ended fiscal quarters:
•a ratio of consolidated net indebtedness to consolidated EBITDA of no greater than 5.25 to 1.00 (increased to 5.50 to 1.00 for the four fiscal quarters following certain material acquisitions),
•a ratio of consolidated secured net indebtedness to consolidated EBITDA of no greater than 3.50 to 1.00, and
•a ratio of consolidated EBITDA to consolidated cash interest expense of no less than 3.00 to 1.00.
As of September 30, 2026, the Company was in compliance with all covenants contained in the Credit Agreement.
The Credit Agreement also contains a mandatory prepayment requirement and a limitation on the availability of borrowings thereunder that could become effective upon the early termination or suspension of certain Material Contracts (as defined in the Credit Agreement). To the extent that Solaris LLC and its restricted subsidiaries would not be in pro forma compliance with the financial covenants described above (i) after giving effect to such early termination or suspension, (ii) assuming for purposes of such calculation that all commitments under the Revolving Credit Facility have been fully drawn and (iii) after deducting certain cash payments received on account of such termination or cancellation from net leverage (without duplication of other amounts netted in the calculation of consolidated net indebtedness), Solaris LLC will be required to repay outstanding loans and cash collateralize letters of credit in an amount equal to the lesser of the amount of cash payments received on account of such termination or cancellation and the total amount outstanding under the Revolving Credit Facility. The amount available to be borrowed under the Revolving Credit Facility will be temporarily reduced to the amount that may be borrowed while still maintaining compliance with the financial
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covenants described above (i) after giving effect to such early termination or suspension, (ii) assuming for purposes of such calculation that all commitments under the Revolving Credit Facility have been fully drawn and (iii) after deducting certain cash payments received on account of such termination or cancellation from net leverage (other than amounts prepaid as described in the preceding sentence, and without duplication of other amounts netted in the calculation of consolidated net indebtedness).
The Credit Agreement also contains customary events of default, including cross-default to other material indebtedness. Upon the occurrence and continuance of an event of default, the administrative agent and lenders may accelerate the outstanding obligations and exercise other remedies available under the Credit Agreement and related security documents.
In connection with entering into the Credit Agreement, the Company incurred debt financing costs of $9.9 million, which are presented as a non-current asset and are being amortized to interest expense on a straight-line basis over the term of the Revolving Credit Facility. As of September 30, 2026, the related unamortized debt financing costs were $9.1 million.
As of September 30, 2026, there were no borrowings outstanding under the Revolving Credit Facility. Standby letters of credit with an aggregate face amount of $125.0 million had been issued under the letter of credit sublimit, resulting in $525.0 million of availability under the Revolving Credit Facility. These letters of credit are secured under the collateral package for the Revolving Credit Facility and are not separately cash-collateralized. The Company also maintains a separate cash-collateralized standby letter of credit arrangement with MUFG Bank, Ltd. which is not part of the Revolving Credit Facility (see Note 18. “Commitments and Contingencies”).
On October 1, 2026, the Company entered into a first Amendment to the Credit Agreement to, among other things, increase the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to $850.0 million. See Note 20. “Subsequent Events” for additional information.
Stateline Term Loan
On May 23, 2025, Stateline entered into a Loan and Security Agreement (the “Stateline Term Loan”) with Stonebriar Commercial Finance LLC, providing for a delayed draw term loan facility with a maximum principal amount equal to the lesser of $550.0 million or 80 % of the total cost of the equipment collateral, with advances permitted through March 31, 2027. The Company consolidates Stateline, which is a variable interest entity, because the Company is the primary beneficiary. See Note 2. “Variable Interest Entities” for additional information. The terms of the Stateline Term Loan are described more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Advances initially bear interest at a variable rate equal to 5.94 % plus the greater of SOFR or 4.31 %, resetting monthly. At the conversion date applicable to each advance (the date on which a variable-rate advance converts into a fixed-rate term loan), the advance bears interest at a fixed rate of 9.85 % per annum, subject to a one-time adjustment based on market rates at that date, and is repaid over a 72-month term, with 80 % amortized in equal monthly installments and the remaining 20 % due as a balloon payment at maturity. The Stateline Term Loan is secured solely by Stateline’s equipment collateral and related contracts and is non-recourse to the Company.
The Stateline Term Loan includes customary covenants and, beginning in the quarter ending March 31, 2027, requires Stateline to maintain a fixed charge coverage ratio of at least 1.35 to 1.00, a leverage ratio not exceeding 3.5 to 1.00, and minimum liquidity of $5.0 million through December 31, 2026 and $10.0 million thereafter.
As of September 30, 2026, outstanding advances totaled $408.2 million, of which $18.7 million was classified as current. Debt financing costs of $5.8 million were incurred at inception. Of this amount, $4.6 million was allocated to advances drawn as of September 30, 2026, recorded as a direct deduction from the carrying amount of the loan and amortized over the respective loan terms using the effective interest method. The remaining $1.2 million was deferred as of September 30, 2026 and recognized as a non-current asset pending allocation to future advances.
Interest cost of $9.8 million and $22.9 million, respectively, was incurred for the three and nine months ended September 30, 2026, of which $5.9 million and $17.9 million, respectively, was capitalized as part of the cost of qualifying assets under ASC 835-20. The remaining $3.9 million and $5.0 million, respectively, for the three and nine months ended September 30, 2026, was recognized as interest expense in the condensed consolidated statements of operations. The carrying amount of the Stateline Term Loan approximated its fair value as of September 30, 2026, due to its variable interest rate that reflects current market conditions. The fair value measurement is classified within Level 2 of the fair value hierarchy under ASC 820.
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Equipment Financing
In connection with the Omega Acquisition, the Company acquired $22.9 million of equipment financing agreements. The Company acquired $16.0 million of debt in connection with the GESA Acquisition, primarily related to equipment financing agreements. These financing agreements bear interest at various rates ranging from 0.0 % to 16.5 % per annum and payable in monthly installments. These financing agreements mature beginning in the first quarter of 2027 through April 2031 and are secured by the underlying financed equipment. The Company concluded that the carrying value of this debt approximates its acquisition-date fair value based on the instruments’ stated rates, remaining terms, and collateral, as compared to current market borrowing terms for similar financings.
Repayment of Assumed Debt
The Company assumed certain debt in connection with the Omega Acquisition in the amount of $11.3 million, which the Company subsequently repaid in full following the closing. The fair value recognized for this debt at the acquisition date approximated its carrying amount, and thus no extinguishment gain or loss was recognized for the subsequent repayment. The Company acquired a $2.7 million line of credit in connection with the GESA Acquisition, which the Company subsequently repaid in full following the closing. The fair value recognized for this debt at the acquisition date approximated its carrying amount, and thus no extinguishment gain or loss was recognized for the subsequent repayment. The repayments are included in “Repayments of debt financing” on the condensed consolidated statements of cash flows.
Debt Extinguishment
On March 16, 2026, in connection with the closing of the Genco Acquisition, (i) we entered into a Senior Secured Term Loan Agreement (as amended on April 8, 2026, the “Bridge Term Loan”) with Goldman Sachs Bank USA as administrative agent and collateral agent that provided us with term loans in an aggregate principal amount of $300.0 million, (ii) we terminated that certain Loan, Security and Guaranty Agreement, dated October 2, 2024 (as amended or otherwise modified from time to time, the “BofA Revolving Facility”), which provided $75.0 million of revolving commitments, subject to a borrowing base, and (iii) Project G Buyer, LLC, a wholly-owned subsidiary of the Company, assumed the obligations of Focus Genco LLC under (x) the Loan and Security Agreement, dated as of March 16, 2026 (the “Stonebriar Term Loan”), with Eldridge Asset Finance LLC, in an aggregate principal amount of $148.6 million, and (y) two term loans under the Master Loan Agreement, dated as of September 26, 2024, with Caterpillar Financial Services Corp. (collectively, the “Caterpillar Term Loans”), in an aggregate principal amount of $15.3 million. There were no outstanding borrowings under the BofA Revolving Facility as of the date of termination, and all liens securing the BofA Revolving Facility were released. The termination resulted in a $1.3 million loss on debt extinguishment, primarily consisting of the write-off of unamortized debt financing costs.
On May 12, 2026, concurrently with the issuance of the 2031 Senior Notes, the Company used a portion of the net proceeds of the 2031 Senior Notes to repay in full and terminate the Bridge Term Loan, the Stonebriar Term Loan, and the Caterpillar Term Loans (collectively, the “Prior Term Loans”), which had an aggregate outstanding principal balance of $463.9 million. All liens and security interests securing the Prior Term Loans were released upon termination. These repayments resulted in a $14.8 million loss on debt extinguishment, primarily consisting of prepayment and termination fees and the write-off of unamortized debt financing costs.
The Company recognized losses on debt extinguishment of $16.1 million during the nine months ended September 30, 2026, presented as “Loss on debt extinguishment” in the condensed consolidated statements of operations.
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Payments of Debt Obligations Due by Period
The following table presents the scheduled future principal maturities of long-term debt as of September 30, 2026, consisting of the 2031 Senior Notes, Stateline Term Loan, equipment financing, and Convertible Notes:
| Year Ending December 31, | Principal Repayments of Long-term Debt | Principal Repayments of Convertible Notes | |||||||||
| 2026 (remainder of) | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| Thereafter | |||||||||||
| Total future principal debt payments | $ | $ | |||||||||
The expected future principal maturities of the Stateline Term Loan are based solely on the outstanding principal balance of $408.2 million as of September 30, 2026, and assumed conversion dates in 2026 and 2027. Actual maturities may vary based on timing of conversions and any prepayments.
On October 1, 2026, the Company issued $1.25 billion aggregate principal amount of 7.0 % Senior Notes due 2032. The notes are not reflected in the table above. See Note 20. “Subsequent Events” for additional information.
12. Convertible Notes
On May 2, 2025 and October 8, 2025, the Company issued convertible senior notes due 2030 (the “2030 Notes”) and 2031 (the “2031 Notes”), respectively (collectively, the “Convertible Notes”). The following table summarizes the material terms of the Convertible Notes:
| Term | 2030 Notes | 2031 Notes | ||||||||||||
| Aggregate principal amount | $ | $ | ||||||||||||
| Interest rate | ||||||||||||||
| Interest payment dates | May 1 and November 1 | April 1 and October 1 | ||||||||||||
| Initial conversion rate | ||||||||||||||
| Initial conversion price | Approximately $ | Approximately $ | ||||||||||||
| Maturity date | May 1, 2030 | October 1, 2031 | ||||||||||||
During each of the three months ended December 31, 2025, March 31, 2026 and June 30, 2026, the last reported sale price of the Company’s Class A common stock exceeded 130 26.39 conversion price for the 2030 Notes for at least 20 trading days in the relevant observation period. As a result, the conversion condition was met, and the 2030 Notes were convertible at the holders’ option during the nine months ended September 30, 2026. The Company did not receive any conversion requests from holders during the nine months ended September 30, 2026, and no conversions of the 2030 Notes occurred or were settled during the period. Upon conversion, the Company may elect to settle the 2030 Notes in cash, shares of Class A common stock, or a combination of both, subject to the terms of the respective supplemental indentures.
In 2025, concurrently with the pricing of the 2031 Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions. The capped calls have a strike price of $57.20 and a cap price of $88.00 per share and cover, subject to customary anti-dilution adjustments, the same number of shares of Class A common stock initially underlying the 2031 Notes. The capped call transactions are designed to reduce potential dilution to Class A common stock and/or offset cash payments the Company may make upon conversion of the 2031 Notes.
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The effective interest rate is 5.6 % for the 2030 Notes and 0.7 % for the 2031 Notes. A summary of the interest expense, discount amortization, deferred debt financing costs amortization, and capitalized interest related to the Convertible Notes for the three and nine months ended September 30, 2026 is as follows:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||
| Interest expense | $ | $ | |||||||||
| Debt financing costs amortization | |||||||||||
| Less: capitalized interest | ( | ( | |||||||||
| Convertible Notes interest expense, net | $ | $ | |||||||||
The net carrying amount of the 2030 Notes and 2031 Notes were as follows:
| September 30, 2026 | December 31, 2025 | |||||||
| 2030 Notes: | ||||||||
| Principal (par value) | $ | $ | ||||||
| Unamortized debt financing costs | ( | ( | ||||||
| Net carrying amount | $ | $ | ||||||
| 2031 Notes: | ||||||||
| Principal (par value) | $ | $ | ||||||
| Unamortized debt financing costs | ( | ( | ||||||
| Net carrying amount | $ | $ | ||||||
13. Fair Value Measurements and Financial Instruments
The Company’s financial assets and liabilities, as well as certain nonrecurring fair value measurements such as goodwill impairment and long-lived assets impairment, are measured using inputs from the three levels of the fair value hierarchy, of which the first two are considered observable and the last unobservable, which are as follows:
•Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
•Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs corroborated by observable market data for substantially the full term of the assets or liabilities; and
•Level 3—Unobservable inputs that reflect the Company’s assumptions that market participants would use in pricing assets or liabilities based on the best information available.
Recurring Fair Value Measurements
As of September 30, 2026, the Company held money market funds of $100.7 million, of which $8.2 million is included in cash and cash equivalents and $92.5 million is included in restricted cash (non-current) in the condensed consolidated balance sheets. Money market funds are valued using quoted prices in active markets and are classified as Level 1 within the fair value hierarchy.
The Company had no no
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Nonrecurring Fair Value Measurements
The Company’s nonrecurring fair value measurements primarily relate to assets acquired and liabilities assumed in connection with business combinations. In 2025 and the third quarter of 2026, the Company completed business combinations in which the acquired assets and assumed liabilities were recorded at their estimated fair values as of the acquisition date.
The Omega Acquisition completed on September 1, 2026 and GESA Acquisition completed on July 1, 2026 were each accounted for as business combinations under ASC 805, and accordingly the acquired assets and assumed liabilities were recognized at their acquisition-date fair values, with the excess of consideration transferred over the fair value of identifiable net assets acquired recognized as goodwill. The customer relationship intangible assets recognized in connection with the Omega and GESA acquisitions were recorded at acquisition-date fair values of $90.6 million and $93.1 million, respectively, determined using the income approach (specifically, the multi-period excess earnings method). The trademark intangible assets recognized in connection with the Omega and GESA acquisitions were recorded at acquisition-date fair values of $13.2 million and $14.9 million, respectively, determined using the income approach (specifically, the relief-from-royalty method). See Note 4. “Acquisitions - Business Combinations” and Note 8. “Intangible Assets” for additional information.
The Genco Acquisition completed on March 16, 2026 was accounted for as an asset acquisition under ASC 805-50, and accordingly the acquired assets and assumed liabilities were recorded at allocated acquisition cost. The customer relationship intangible asset recognized in connection with the Genco Acquisition was recorded at its standalone fair value of $15.7 million, determined using the income approach. See Note 4. “Acquisitions - Asset Acquisitions” and Note 8. “Intangible Assets” for additional information.
The fair value measurements for the acquisitions were determined using valuation techniques appropriate for the nature of the assets and liabilities and involved significant unobservable inputs. Accordingly, these measurements are classified within Level 3 of the fair value hierarchy.
Financial Instruments Not Measured at Fair Value on a Recurring Basis
The carrying amounts of certain financial instruments not measured at fair value approximate their fair values due to their short-term nature or other characteristics, as follows:
•Cash, accounts receivable, contract assets, accounts payable, accrued liabilities, contract liabilities and other current liabilities (including insurance premium financing) - The carrying amounts approximate fair value primarily because of their short maturities.
•Restricted cash (non-current asset) - The carrying amount approximates fair value as it consists of cash held in a deposit account.
•Finance and operating lease obligations and equipment financing - The carrying amounts approximate fair value as the incremental borrowing rates used to measure the liabilities approximate current market rates for similar obligations.
The Stateline Term Loan, 2031 Senior Notes, and the Convertible Notes are carried at amortized cost. The carrying amount of the Stateline Term Loan approximates fair value because the effective interest rate resets periodically to reflect current market rates. See Note 11. “Debt” and Note 12. “Convertible Notes” for the carrying amounts and fair values of these instruments, including the related fair value hierarchy classifications.
Credit Risk
The financial instruments that are subject to concentrations of credit risk mainly include cash and cash equivalents and accounts receivable.
The Company maintains its cash, cash equivalents and restricted cash with high-quality financial institutions. These balances often exceed the FDIC-insured limits. The Company monitors the creditworthiness of institutions with which it deposits funds.
The majority of our accounts receivable have payment terms of 60 days or less. As of September 30, 2026, one customer accounted for 67 % of our total accounts receivable. A significant portion of our revenue and accounts receivable is derived from customers in the artificial intelligence computing sector, and we also serve customers in the energy
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industry. The concentration of customers in these sectors may increase our overall exposure to credit risk, as these customers may be similarly affected by shifts in technology demand, access to capital, economic, regulatory or other external factors. If a customer defaults, our gross profit and cash flows may be adversely affected. To manage this credit risk, we conduct credit evaluations, monitor customer payment behavior, and, when necessary, pursue legal remedies, such as filing of liens.
14. Equity and Non-controlling Interest
Dividends
To enable the Company to pay quarterly cash dividends to holders of its Class A common stock, Solaris LLC made cash distributions to its unitholders totaling $9.6 million and $8.2 million during the three months ended September 30, 2026 and 2025, respectively. Of these amounts, $8.3 million and $5.8 million, respectively, were distributed to the Company and were used entirely to pay quarterly cash dividends to holders of its Class A common stock. During the nine months ended September 30, 2026 and 2025, Solaris LLC made cash distributions to its unitholders totaling $27.2 million and $24.5 million, respectively. Of these amounts, $22.8 million and $15.4 million, respectively, were distributed to the Company and were used entirely to pay quarterly cash dividends to holders of its Class A common stock. In addition, during the nine months ended September 30, 2026 and 2025, Solaris LLC made pro-rata distributions of $0.4 million and $1.2 million, respectively, to certain unitholders to enable the Company to satisfy its obligations under the Tax Receivable Agreement (as defined below). See Note 16. “Income Taxes” for further details on the Tax Receivable Agreement.
Non-controlling Interest
Non-controlling interests in the condensed consolidated balance sheets represent the portion of equity in consolidated subsidiaries not attributable to the Company. As of September 30, 2026 and December 31, 2025, non-controlling interest consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Entity: | |||||||||||
| Solaris LLC | $ | $ | |||||||||
| Stateline | |||||||||||
| Total | $ | $ | |||||||||
Exchange of Solaris LLC Units
During the nine months ended September 30, 2026, a total of 4,650,753 Solaris LLC units were exchanged for an equal number of shares of Class A common stock, and a corresponding number of shares of Class B common stock were cancelled, resulting in an increase in the Company’s ownership interest in Solaris LLC.
Stock-Based Compensation
As more fully described in Note 16. “Stock-Based Compensation” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company grants equity awards, including performance-based restricted stock units (“PSUs”), under its Long Term Incentive Plan (the “LTIP”).
During the second quarter of 2026, the Company granted 458,000 PSUs to certain key employees under the LTIP. These PSUs are weighted 90 % absolute total shareholder return (“TSR”) and 10 % relative TSR versus a predetermined peer group. The number of shares that may vest and be settled ranges from 0 % to 200 % of the target award, depending on the level of performance achieved. These PSUs are subject to a service condition requiring continuous employment over a four-year performance and vesting period, and may be settled in shares of Class A common stock or in cash, at the Company’s election. Dividends accrue on the PSUs and are generally paid upon vesting.
The aggregate grant-date fair value of these PSUs was $58.4 million, determined using a Monte Carlo simulation method. Compensation cost is recognized on a straight-line basis over the requisite service period.
As of September 30, 2026, there was $127.8 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements.
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15. Earnings Per Share
Basic earnings per share of Class A common stock is computed by dividing net income attributable to Class A shareholders by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share is computed giving effect to all potentially dilutive shares.
The following table sets forth the calculation of basic and diluted earnings per share, or EPS, for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Numerator (in millions) | ||||||||||||||||||||||||||
| Net income attributable to Solaris Energy Infrastructure, Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
Less: income attributable to participating securities (1) | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income attributable to Class A shareholders - basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Convertible notes interest charge, net of tax | ||||||||||||||||||||||||||
| Net income attributable to common stockholders - diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Denominator | ||||||||||||||||||||||||||
| Basic weighted average shares of Class A common stock outstanding | ||||||||||||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||||
| Dilutive convertible notes | ||||||||||||||||||||||||||
| Performance-based restricted stock units | ||||||||||||||||||||||||||
| Diluted weighted average shares of Class A common stock outstanding | ||||||||||||||||||||||||||
| Earnings per share of Class A common stock - basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Earnings per share of Class A common stock - diluted | $ | $ | $ | $ | ||||||||||||||||||||||
(1)The Company’s unvested restricted stock awards are participating securities because they entitle the holders to non-forfeitable rights to dividends until the awards vest or are forfeited.
The following weighted-average potentially dilutive shares were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Class B common stock | |||||||||||||||||||||||
| Restricted stock awards | |||||||||||||||||||||||
| Performance-based restricted stock units | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
16. Income Taxes
Income Taxes
The Company is a corporation and, as a result, is subject to United States federal, state and local income taxes. Solaris LLC is treated as a partnership for United States federal income tax purposes and therefore does not pay United States federal income tax on its taxable income. Instead, the Solaris LLC unitholders, including the Company, are liable for United States federal income tax on their respective shares of Solaris LLC’s taxable income reported on the unitholders’
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United States federal income tax returns. Solaris LLC is liable for income taxes in those states not recognizing its status as a partnership for United States federal income tax purposes.
For the three months ended September 30, 2026 and 2025, we recognized a combined United States federal and state expense for income taxes of $9.8 million and $4.1 million, respectively. For the nine months ended September 30, 2026 and 2025, we recognized a combined United States federal and state expense for income taxes of $30.0 million and $13.9 million, respectively. The effective combined United States federal and state income tax rates were 20.0 % and 14.1 % for the three months ended September 30, 2026 and 2025, respectively, and 23.7 % and 18.4 % for the nine months ended September 30, 2026 and 2025, respectively. For the three months ended September 30, 2026, our effective tax rate differed from the statutory rate primarily due to the impact of the non-controlling interest and mix of states where we operate. Our effective tax rate differed from the statutory rate for the nine months ended September 30, 2026, primarily due to the impact of the non-controlling interest, the executive compensation deduction limitation and the mix of states where we operate.
The Company’s deferred tax position reflects the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. The largest components of the Company’s deferred tax position relate to the Company’s investment in Solaris LLC and net operating loss carryovers. The Company recorded a deferred tax asset and additional paid-in capital for the difference between the book value and the tax basis of the Company’s investment in Solaris LLC. This difference originates from the equity offerings of Class A common stock, exchanges of Solaris LLC units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock, and issuances of Class A common stock, and corresponding Solaris LLC units, in connection with stock-based compensation.
Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will be able to realize our deferred tax assets in the future. As the Company reassesses this position in the future, changes in cumulative earnings history, excluding non-recurring charges, or changes to forecasted taxable income may alter this expectation and may result in an increase to the valuation allowance and an increase in the effective tax rate.
Section 382 of the Internal Revenue Code of 1986, contains rules that limit the ability of a company that undergoes an “ownership change” to utilize its net operating loss and tax credit carryovers and certain built-in losses recognized in years after the “ownership change.” An “ownership change” is generally defined as any change in ownership of more than 50% of a corporation’s stock over a rolling three-year period by stockholders that own (directly or indirectly) 5% or more of the stock of a corporation, or arising from a new issuance of stock by a corporation. If an ownership change occurs, Section 382 generally imposes an annual limitation on the use of pre-ownership change net operating loss carryovers to offset taxable income earned after the ownership change. We do not believe the Section 382 annual limitation related to historical ownership changes impacts our ability to utilize our net operating losses; however, if we were to experience a future ownership change, our ability to use net operating losses may be impacted.
Payables Related to the Tax Receivable Agreement
On May 17, 2017, in connection with its initial public offering (“IPO”), the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with the other then-existing members of Solaris LLC. The Tax Receivable Agreement was later amended on June 27, 2023. As of September 30, 2026, our liability under the Tax Receivable Agreement was $109.2 million, representing 85 % of the net cash savings in United States federal, state and local income tax or franchise tax that the Company anticipates realizing in future years from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of the Company’s acquisition (or deemed acquisition for United States federal income tax purposes) of Solaris LLC units in connection with our IPO or pursuant to previous exercises of the Redemption Right or the Call Right (each as defined in the Solaris LLC Agreement) and additional tax basis arising from any payments the Company makes under the Tax Receivable Agreement.
The projection of future taxable income involves significant judgment. Actual taxable income may differ from the Company’s estimates, which could significantly impact the liability under the Tax Receivable Agreement. Therefore, in accordance with ASC 450, Contingencies, the Company has recorded a liability under the Tax Receivable Agreement for the estimated tax savings it may realize from the increases in tax basis and related benefits described above.
Solaris LLC may make cash distributions to the Company in order for the Company to satisfy its obligations under the Tax Receivable Agreement and will be required to distribute cash pro rata to each of the other members of Solaris LLC, in accordance with the number of Solaris LLC units owned by each member at that time.
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During the nine months ended September 30, 2026, the Company made payments totaling $1.7 million under the Tax Receivable Agreement. Solaris LLC made a cash distribution to the Company of $1.7 million to satisfy these obligations and concurrently made a cash distribution on a pro rata basis to certain Solaris LLC unitholders amounting to $0.4 million.
17. Concentrations
Customer Concentrations
For the three months ended September 30, 2026, one customer accounted for 59 % of the Company’s revenues. For the three months ended September 30, 2025, two customers accounted for 54 % and 11 % of the Company’s revenues. For the nine months ended September 30, 2026, one customer accounted for 58 % of the Company’s revenues. For the nine months ended September 30, 2025, two customers accounted for 46 % and 12 % of the Company’s revenues.
As of September 30, 2026, one customer accounted for 67 % of the Company’s accounts receivable. As of December 31, 2025, two customers accounted for 38 % and 18 % of the Company’s accounts receivable.
Supplier Concentrations
For the three months ended September 30, 2026, one supplier accounted for 38 % of the Company’s total purchases. For the three months ended September 30, 2025, two suppliers accounted for 33 % and 23 % of the Company’s total purchases. For the nine months ended September 30, 2026, one supplier accounted for 33 % of the Company’s total purchases. For the nine months ended September 30, 2025, one supplier accounted for 47 % of the Company’s total purchases.
As of September 30, 2026, two suppliers accounted for 22 % and 13 % of the Company’s accounts payable. As of December 31, 2025, one supplier accounted for 71 % of the Company’s accounts payable.
18. Commitments and Contingencies
Litigation and Claims
In the normal course of business, the Company is subject to various claims, legal actions, contract negotiations and disputes. The Company accrues for losses when probable and can be reasonably estimated. In management’s opinion, there are currently no such matters outstanding that would have a material effect on the accompanying condensed consolidated financial statements, other than the following.
Masaba Lawsuit
On September 17, 2026, following Masaba Inc.’s (“Masaba”) voluntary dismissal of its claims, the United States District Court for the District of Wyoming dismissed the patent infringement lawsuit that Masaba had brought against Solaris Oilfield Site Services Operating LLC and certain other subsidiaries of the Company (the “District Court Action”). Masaba’s patent infringement claim was dismissed with prejudice, and its state-law claims for unjust enrichment and promissory estoppel were dismissed without prejudice. The dismissal followed a final decision of the Patent Trial and Appeal Board (the “PTAB”) of the United States Patent and Trademark Office (the “USPTO”) holding all claims of Masaba’s U.S. Patent No. 11,780,689 (the “‘689 Patent”) unpatentable.
Masaba filed the District Court Action on December 14, 2023, alleging infringement of the ‘689 Patent. On July 19, 2024, two of the Company’s subsidiaries named as defendants petitioned the PTAB for inter partes review of the ‘689 Patent, and the District Court Action was stayed while that review was pending. The PTAB issued its final written decision on January 26, 2026. The USPTO Director denied Masaba’s request for Director review on May 12, 2026, and Masaba did not appeal to the U.S. Court of Appeals for the Federal Circuit by the July 14, 2026 deadline. The Company does not believe that any future assertion of the dismissed state-law claims would have a material adverse effect on its financial position, results of operations or cash flows.
NovaLT16 Turbine Acquisition
On March 13, 2026, the Company executed an Assignment, Assumption, Novation and Amendment Agreement (the “Assignment Agreement”) pursuant to which it acquired from Colusa Power Infrastructure Partners, LLC (“Colusa”) all contractual rights to receive 30 NovaLT16 gas turbine generator units (the “NovaLT16 Turbine Acquisition”) from Baker Hughes Energy Services LLC (“Baker Hughes”) under an existing turbine supply contract (the “Turbine Supply Contract”). The Assignment Agreement constitutes a complete novation of the Turbine Supply Contract, with the Company
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substituted as purchaser in place of Colusa. At closing, the Company paid Colusa $66.9 million as consideration for the assignment of its contractual delivery rights and paid Baker Hughes $64.3 million in satisfaction of overdue milestone invoices and suspension-related costs that had accrued prior to the assignment, for aggregate closing payments of $131.2 million recorded as construction in progress. The closing payments were funded with proceeds from the Company’s Bridge Term Loan, which was repaid in full and terminated in May 2026 (See Note 11. “Debt,” including “Debt Extinguishment”). Two units were delivered in September 2026, and the remaining units will continue to be delivered through September 2029.
Purchase Commitments
As of September 30, 2026, the Company has entered into material purchase commitments for power equipment to support the growth of its Solaris Power Solutions segment.
Other supplier commitments. The Company has entered into purchase commitments with various suppliers for power generation equipment. These commitments are cancellable by the Company but are subject to significant termination penalties, ranging from 5 % to 90 % of the remaining purchase price, depending on timing of cancellation.
Baker Hughes Turbine Supply Contract. In connection with the NovaLT16 Turbine Acquisition, the Company has a non-cancellable purchase obligation of $364.9 million payable to Baker Hughes as manufacturing and delivery milestones are achieved. The contract price is fixed and not subject to escalation, except under limited force majeure and change in law provisions. The Company’s termination rights under the Turbine Supply Contract arise only upon specified supplier default events, including Baker Hughes’ failure to deliver a unit after accrual of maximum delay liquidated damages. Amounts allocated by year in the table below reflect contractual scheduled delivery dates and are subject to change based on actual delivery timing.
As of September 30, 2026, the Company had the following purchase commitments for power equipment, based on expected payment timing assuming commitments are fulfilled:
| September 30, 2026 | |||||
| Payments due by period | |||||
| 2026 (remainder of) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Total purchase commitments | $ | ||||
Purchase commitments include $26.2 million related to Stateline, which are expected to be funded using a combination of proceeds from the Stateline Term Loan and Stateline’s cash flows, with no recourse to the Company.
In addition to the purchase obligations in the table above, the Company is obligated to pay Colusa up to $130.2 million in the aggregate as additional consideration for the assignment of turbine delivery rights under the NovaLT16 Turbine Acquisition, payable on a per-unit basis within 30 days of the Company’s acceptance of each unit. These obligations are contingent upon Baker Hughes’ delivery and the Company’s acceptance of each unit, and no amount becomes due with respect to any unit that is not delivered.
Other Commitments
The Company has executed a guarantee of lease agreement with Solaris Energy Management, LLC, a related party, in connection with the rental of office space. As of September 30, 2026, the total future obligation under this guarantee is $1.2 million. Refer to Note 19. “Related Party Transactions” below for additional information regarding related party transactions recognized.
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Standby Letters of Credit
On May 29, 2026, Solaris LLC entered into a continuing letter of credit agreement with MUFG Bank, Ltd. providing for the issuance of standby letters of credit in favor of a customer to support the Company’s performance obligations under a long-term contract. Letters of credit issued under this agreement are secured by cash collateral in an amount equal to at least 101% of the aggregate face amount of the letters of credit outstanding, which is classified as restricted cash (see Note 5. “Summary of Significant Accounting Policies”).
As of September 30, 2026, standby letters of credit with an aggregate face amount of $90.6 million were outstanding under this agreement, and no amounts had been drawn. These letters of credit are separate from, and are not issued under, the Revolving Credit Facility. Separately, standby letters of credit with an aggregate face amount of $125.0 million were outstanding under the letter of credit sublimit of the Revolving Credit Facility as of September 30, 2026 (see Note 11. “Debt”). Including both arrangements, the Company had standby letters of credit with an aggregate face amount of $215.6 million outstanding as of September 30, 2026.
19. Related Party Transactions
Solaris Energy Management
The Company incurs costs for services provided by Solaris Energy Management, LLC, a company owned by William A. Zartler, the Co-Chief Executive Officer and Chairman of the Board. These services primarily include rental of office space, travel services and other administrative support. The related costs are included in selling, general and administrative costs in the condensed consolidated statements of operations. For the three months ended September 30, 2026 and 2025, Solaris LLC paid $0.3 million and $0.1 million, respectively, for these services. For the nine months ended September 30, 2026 and 2025, Solaris LLC paid $0.8 million and $0.5 million, respectively, for these services.
In addition, as of September 30, 2026 and December 31, 2025, the Company had the following balances related to these related party transactions reflected on the condensed consolidated balance sheets:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accrued liabilities | $ | $ | |||||||||
Bennett Acquisitions, LLC
In connection with the Omega Acquisition, the Company entered into a one year agreement with Bennett Acquisitions, LLC, a company owned by Andrew Bennett, the founder of Omega and current employee of Solaris. The agreement is related to the lease of land and three buildings used as a laydown yard and office space, and the costs are included in selling, general and administrative costs in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2026, the Company incurred nominal
Baseload Realty, LLC
In connection with the GESA Acquisition, on July 1, 2026, the Company acquired an office lease agreement with Baseload Realty, LLC, a company owned by Richard Lowrance, the former Chief Executive Officer and Chairman of the Board of GESA and current employee of Solaris. The related costs are included in selling, general and administrative costs in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2026, the Company incurred rent expense of $0.6
This office lease agreement qualifies as an operating lease, and the operating lease right-of-use asset and operating lease liability were each $9.7
KTR Management Company, LLC
The Company previously acquired an operating lease agreement for commercial real estate with KTR Management Company, LLC, a previous related party. As of May 1, 2026, KTR Management Company, LLC is no longer a related party. The information disclosed herein reflects transactions that occurred while KTR Management Company, LLC was considered a related party.
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The operating lease right-of-use asset and operating lease liability associated with this related party lease were each $0.1
During the three and nine months ended September 30, 2026 and 2025, the Company incurred the following related party expenses from KTR Management Company, LLC:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||
| Commercial real estate lease | $ | $ | $ | $ | |||||||||||||||||||
| Cost of leasing revenue | |||||||||||||||||||||||
| Short-term equipment rental | |||||||||||||||||||||||
| Fuel, utility and travel expenses | |||||||||||||||||||||||
| Total costs from KTR Management Company, LLC | $ | $ | $ | $ | |||||||||||||||||||
During the nine months ended September 30, 2025, the Company also purchased certain equipment from KTR Management Company, LLC for $2.0 million, included as property, plant and equipment, net on the condensed consolidated balance sheets. The equipment was purchased at cost with no mark up, representing the same price the Company would have paid in an arm’s-length transaction with an unrelated party.
BlackRock
In connection with the issuance of the 2030 Notes, BlackRock Portfolio Management LLC (“BlackRock”), which held more than 5 % of the Company’s total outstanding shares of common stock at the time of note issuance, purchased an aggregate principal amount of $55.0 million of the 2030 Notes at the public offering price. The Company’s audit committee approved BlackRock’s participation in the 2030 Notes offering on April 30, 2025.
20. Subsequent Events
New Contract
On October 29, 2026, the Company entered into a 15-year agreement, with an option to extend for an additional 15-years . This contract will provide approximately 900 MW of power generation, associated balance of plant equipment, and operations and maintenance services. The agreement is with an existing customer, a leading global, investment-grade, diversified industrial and technology company. Deployments are expected to begin in the first half of 2027 and scale through 2028.
Additional Capacity
In the fourth quarter of 2026, the Company secured seven turbines from private parties for approximately $163.0 million in cash. These units are expected to provide over 200 MW of incremental power generation capacity beginning in the first quarter of 2027.
On October 1, 2026, Solaris Energy Infrastructure, LLC (“Solaris LLC”), a consolidated subsidiary of the Company, issued $1.25 billion aggregate principal amount of 7.000 % Senior Notes due 2032 (the “2032 Senior Notes”) at par in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The offering resulted in net proceeds of approximately $1.23 billion, after deducting the initial purchasers’ discount and estimated offering expenses. The net proceeds from the offering will be used for general corporate purposes and growth capital
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expenditures, in addition to paying for fees and expenses related to the offering. The 2032 Senior Notes mature on April 1, 2032.
The 2032 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain subsidiaries of Solaris LLC (the “Subsidiary Guarantors”). The 2032 Senior Notes and related guarantees (i) rank equally in right of payment with all existing and future senior indebtedness of Solaris LLC, the Company and the Subsidiary Guarantors, including the 6.375 % Senior Notes due 2031 (see below); (ii) are structurally senior to the Company’s 4.75 % Convertible Senior Notes due 2030 and 0.25 % Convertible Senior Notes due 2031 (see Note 12. “Convertible Notes”) to the extent of the guarantees by the Subsidiary Guarantors; and (iii) are senior in right of payment to the corresponding subordinated intercompany convertible notes (the “Intercompany Convertible Notes”) issued by Solaris LLC to the Company in aggregate principal amounts equal to the outstanding amounts under the Convertible Notes.
At any time prior to April 1, 2029, Solaris LLC may redeem up to 40 % of the aggregate principal amount of the 2032 Senior Notes with the net cash proceeds of one or more equity offerings at a redemption price equal to 107.000 % of the principal amount, plus accrued and unpaid interest, subject to certain conditions. Solaris LLC may also redeem all or a part of the 2032 Senior Notes at any time prior to April 1, 2029 at a redemption price equal to 100 % of the principal amount plus an applicable make-whole premium and accrued and unpaid interest. On and after April 1, 2029, the 2032 Senior Notes are redeemable at specified prices plus accrued and unpaid interest.
Upon the occurrence of a change of control triggering event, Solaris LLC is required to offer to repurchase all or any part of the outstanding 2032 Senior Notes at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest. The indenture governing the 2032 Senior Notes contains customary affirmative and negative covenants, including limitations on the ability of Solaris LLC and its restricted subsidiaries to incur additional indebtedness, make restricted payments, transfer or sell assets, make investments, create certain liens, enter into agreements that restrict dividends or other payments from restricted subsidiaries, enter into affiliate transactions, and engage in consolidations, mergers or transfers of substantially all assets. The indenture also contains customary events of default.
The 2032 Senior Notes were issued on October 1, 2026 and are not reflected in the Company’s condensed consolidated balance sheet or condensed consolidated statements of operations as of or for the three and nine months ended September 30, 2026. Accordingly, no amounts were outstanding and no related interest was incurred under the 2032 Senior Notes as of or for the period then ended.
In connection with the issuance of the 2032 Senior Notes, the Company incurred total debt financing costs of approximately $22.8 million. These costs will be recorded as a direct deduction from the carrying amount of the 2032 Senior Notes and amortized to interest expense using the effective interest method over the term of the 2032 Senior Notes. Interest accrues at a rate of 7.000 % per annum and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2027. The 2032 Senior Notes will be reflected in the Company’s condensed consolidated financial statements beginning in the fourth quarter of 2026.
First Amendment to Credit Agreement
On October 1, 2026, the Company entered into a first amendment to the Credit Agreement, primarily to increase the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to $850.0 million, and also to increase the sublimit for the issuance of letters of credit under the Revolving Credit Facility from $150.0 million to $325.0 million.
Additional Borrowings under Existing Stateline Term Loan
Subsequent to September 30, 2026, Stateline drew an additional $25.0 million under the Stateline Term Loan. The proceeds were used to fund growth-related capital expenditures.
Dividends
On October 27, 2026, the Company’s board of directors approved a quarterly cash dividend of $0.12 per share of Class A common stock, payable on December 18, 2026, to holders of record as of December 8, 2026. Additionally, a distribution of $0.12 per unit will be made to Solaris LLC unitholders, with the same payment and record dates.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to “we,” “us,” “our,” “Solaris” or the “Company” refer to Solaris Energy Infrastructure, Inc. (either individually or together with its subsidiaries, as the context requires). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described above in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our subsequent filings with the SEC, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.
Executive Overview
We deliver comprehensive power infrastructure solutions including generation, distribution, site preparation, installation and commissioning, aftermarket support, and operations and maintenance. Headquartered in Houston, Texas, we serve multiple end markets, including data centers, energy, and other commercial and industrial sectors. We operate through two reportable business segments:
•Solaris Power Solutions: This segment delivers power generation, power control, and power distribution solutions, along with sales of power equipment, as well as refurbishment, aftermarket, and specialized engineering and construction services, for both our own generation assets and those owned by third parties. Our offerings support data center, energy, and other commercial and industrial sector customers by providing flexible, on-demand power infrastructure, including power control and distribution capabilities.
•Solaris Logistics Solutions: This segment designs and manufactures specialized equipment that enables the efficient management of raw materials used in the completion of oil and natural gas wells. Our equipment-based logistics services include field technician support, software solutions, and may also include last mile and mobilization services.
Recent Developments
Omega Acquisition
On September 1, 2026, we completed the acquisition of Omega Foundation Services LLC (“Omega”), a specialized engineering, procurement and construction firm with significant expertise in heavy civil construction across multiple end markets, including large-scale data centers, LNG facilities, industrial projects and government infrastructure (the “Omega Acquisition”). With the benefit of the Omega Acquisition, we are less reliant upon third-party engineering, procurement and construction contractors for early-stage site preparation, heavy civil construction and electrical substation development which could become a potential bottleneck for our projects and the industry overall. The acquisition extends our full-cycle power solutions offering, which now spans early-stage site services, front-end plant installation and commissioning services, and electrical substation development. Omega has historically performed work for a range of third-party customers across multiple end markets and is expected to continue to serve third-party customers following the Omega Acquisition in addition to performing work on our own power projects. Omega’s work is performed principally under master service agreements and project-specific work orders, predominantly under fixed-price contracts.
The preliminary fair value of the total purchase consideration transferred was $275.2 million, consisting of cash and equity consideration, including 3,599,199 shares of our Class A common stock with an acquisition-date fair value of $178.7 million. See Note 4. “Acquisitions - Business Combinations” in the notes to our condensed consolidated financial statements for the components of the consideration transferred.
The acquisition was accounted for as a business combination, and the results of Omega’s operations have been included in our condensed consolidated financial statements from the acquisition date. Omega contributed revenue of $57.9 million and pre-tax income of $9.8 million for the three and nine months ended September 30, 2026.
GESA Acquisition
On July 1, 2026, we completed the acquisition of Global Energy Services Alliance, Inc. (“GESA”), a full cycle power generation service provider formed through the combination of Baseload Power, a U.S. provider of power generation
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aftermarket solutions, and Pro-Per Energy Services, a global provider of power plant installation and operations and maintenance services (the “GESA Acquisition”). The GESA Acquisition scales our in-house capabilities across the full life of a generation asset, spanning front-end plant installation and commissioning, long-term operations, and life-of-asset repair and maintenance. The GESA Acquisition also added more than 1 GW of installed generation capacity under operations and maintenance service arrangements across domestic and international markets.
The fair value of the total purchase consideration transferred was $263.1 million, consisting of cash and contingent consideration and 2,880,682 shares of our Class A common stock with an acquisition-date fair value of $211.5 million. See Note 4. “Acquisitions - Business Combinations” in the notes to our condensed consolidated financial statements for the components of the consideration transferred.
The acquisition was accounted for as a business combination, and the results of GESA’s operations have been included in our condensed consolidated financial statements from the acquisition date. GESA contributed revenue of $89.9 million and pre-tax income of $17.0 million for the three and nine months ended September 30, 2026.
Recent Contracts
On October 29, 2026, we entered into a 15-year agreement, with an option to extend for an additional 15 years, to provide approximately 900 megawatts (“MW”) of power generation, associated balance of plant equipment, and operations and maintenance services. The agreement is with an existing customer, a leading global, investment-grade, diversified industrial and technology company. Deployments are expected to begin in the first half of 2027 and scale through 2028.
In September 2026, we signed a new 7-year operating and maintenance agreement to manage approximately 400 MW of generation capacity owned by an existing customer.
In July 2026, a large energy customer expanded its contracted capacity to approximately 80 MW from 60 MW and extended the contract tenor from four years to six years.
In July 2026, we signed additional agreements to a contract entered into in April 2026 with a new customer to provide approximately 640 MW of power generation equipment and balance of plant to support the customer’s power demand for artificial intelligence computing needs at its data center, which expand the scope of the original contract to now include additional balance of plant and energy storage assets as well as management of natural gas on a cost-plus basis. The new customer is an affiliate of an investment grade, global technology company in the evolving artificial intelligence space. The agreement provides for an initial rental term of ten years, with an option to extend for an additional five years. Deployments are scheduled to commence in late 2026 and scale through 2028.
On February 12, 2026, we entered into a power capacity agreement with Hatchbo, LLC, an affiliate of an investment-grade global technology company, initially providing approximately 530 MW of power generation equipment. In the second quarter of 2026, we amended the agreement to add incremental generation capacity and balance of plant equipment, including batteries. In July 2026, we signed a further amendment converting the original power capacity agreement with Hatchbo, LLC into a final operating agreement, expanding the scope of services to include the delivery and operation of a full turnkey power plant of approximately 660 MW with balance of plant, batteries and energy management systems designed to manage artificial intelligence workloads. In connection with the amendment, the contract tenor was extended to up to 18 years (10-year base plus an 8-year extension option) from up to 15 years (10-year base plus a 5-year extension option). We expect the increased capacity and expanded scope to result in a substantial increase in contracted revenue and earnings from the contract over the term of the agreement relative to the original February 2026 agreement, as well as increased capital expenditures to fund the expanded scope. Revenue recognition and deployments are expected to commence in the first quarter of 2027 and scale through 2028.
Additional Capacity
Since the second quarter of 2026, we have secured 15 turbines that are expected to add approximately 390 MW of power generation capacity, most of it beginning in the first quarter of 2027. These include nine turbines bought from private parties for approximately $277.0 million in cash, and six turbines from suppliers that are subject to milestone payments. Approximately $114.0 million of these payments were made in the third quarter of 2026.
7.000% Senior Notes due 2032
On October 1, 2026, Solaris Energy Infrastructure, LLC (“Solaris LLC”), a consolidated subsidiary of the Company, issued $1.25 billion aggregate principal amount of 7.000% Senior Notes due 2032 (the “2032 Senior Notes”) at par in a private placement. The offering resulted in net proceeds of approximately $1.23 billion. The net proceeds from the offering
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will be used for general corporate purposes and growth capital expenditures, in addition to paying for fees and expenses related to the offering. The 2032 Senior Notes are not reflected in the Company’s condensed consolidated balance sheets or condensed consolidated statements of operations as of or for the three and nine months ended September 30, 2026. See Note 20. “Subsequent Events” in the notes to our condensed consolidated financial statements.
First Amendment to Credit Agreement
On October 1, 2026, we entered into the first amendment (the “First Amendment”) to the credit agreement with MUFG Bank, Ltd., as administrative agent, and the lenders party thereto (the “Credit Agreement”), primarily to increase the aggregate revolving commitments under the senior secured revolving credit facility (the “Revolving Credit Facility”) by $200.0 million, from $650.0 million to $850.0 million, through the exercise in full of the incremental commitment feature under the Credit Agreement, and also to increase the sublimit for the issuance of letters of credit under the Revolving Credit Facility from $150.0 million to $325.0 million. See Note 20. “Subsequent Events” in the notes to our condensed consolidated financial statements.
Additional Borrowings under Stateline Term Loan
Subsequent to September 30, 2026, Stateline drew an additional $25.0 million under the Stateline term loan facility, increasing the outstanding balance to $433.2 million. The proceeds were used to fund growth-related capital expenditures. Refer to Note 11. “Debt” and Note 20. “Subsequent Events” in the notes to our condensed consolidated financial statements.
Market Trends and Outlook
In the third quarter of 2026, Solaris Power Solutions continued to drive the Company’s growth, contributing 83% of total revenue and 84% of total segment Adjusted EBITDA. For the nine months ended September 30, 2026, Solaris Power Solutions revenue contributed 75% of total revenue and 80% of total segment Adjusted EBITDA. Capital expenditures should remain heavily weighted towards Solaris Power Solutions as we intend to grow our capacity and deploy more power assets with customers. We believe continued demand for our power assets will drive Solaris Power Solutions to remain the dominant segment contributor to revenue and Adjusted EBITDA.
Demand for Solaris Power Solutions is predominantly influenced by accelerating needs for power in the U.S. Solaris’ power offerings are configurable and can be scaled to match power demand on a “behind-the-meter” or “distributed” basis in a shorter timeline than many grid-based alternatives, and can stay on site longer term to provide integrated primary and backup power as a complement to the grid or other co-located power solutions. These power solutions support data center, energy, and other commercial and industrial sector customers.
Since the second quarter of 2026, the company has secured over 300 MW of additional generation capacity. The Company’s power generation capacity is now expected to reach a total of more than 3,500 MW by the end of 2029 based on expected deliveries under our contracted orders. The majority of this capacity is currently committed to customers under commercial agreements that primarily range in tenor from two to fifteen years, with extension options ranging from five to fifteen years. Each of these commercial agreements include distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure.
We expect remaining total company capital expenditures in 2026 of approximately $1 billion on a consolidated basis, of which approximately $110 million should be incurred by Stateline. The majority of these capital expenditures are to support additional growth in Solaris Power Solutions. Capital expenditures for Solaris Logistics Solutions represent less than $20 million of our total expected annual capital expenditures.
We intend to fund the majority of our current planned capital expenditures with available cash, cash flows from operations, remaining net proceeds from the 2031 Senior Notes offering and the 2032 Senior Notes offering, borrowing availability under our Revolving Credit Facility, and proceeds from delayed draw term loans under the Stateline Term Loan facility. In addition to these sources, subject to market conditions and the availability of fleet growth opportunities, we may meet our cash requirements through the issuance of additional securities and/or the entry into additional debt financing agreements. Even if we are unable to secure the financing of our planned capital expenditures, we generally have the ability to cancel the committed purchase orders (other than certain non-cancellable obligations), subject to the payment of cancellation fees.
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Sustainability of this favorable supply-demand dynamic in the power sector depends on multiple factors, including continued demand growth for generative artificial intelligence computing, supply chain availability for electrical equipment, potential regulatory changes, overall economic activity levels, the level and pace at which the industry can invest in and deploy infrastructure, and the pace of continued electrification-driven demand growth.
For Solaris Logistics Solutions, demand is predominantly influenced by the level of oil and natural gas well drilling and completion activity in the U.S. The level of demand over the longer term will depend on multiple factors, including commodity price levels, customer consolidation that can drive activity and procurement strategy changes and industry efficiency gains, geopolitical risk, economic activity, potential regulatory changes and potential impacts from geopolitical disruptions.
Results of Operations
Three and Nine Months Ended September 30, 2026 Compared to Three and Nine Months Ended September 30, 2025
Revenues
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Solaris Power Solutions | $ | 284,211 | $ | 104,939 | $ | 179,272 | $ | 571,091 | $ | 229,939 | $ | 341,152 | |||||||||||||||||||||||
| Solaris Logistics Solutions | 56,878 | 61,904 | (5,026) | 185,637 | 212,564 | (26,927) | |||||||||||||||||||||||||||||
| Total revenues | $ | 341,089 | $ | 166,843 | $ | 174,246 | $ | 756,728 | $ | 442,503 | $ | 314,225 | |||||||||||||||||||||||
Solaris Power Solutions. Solaris Power Solutions revenues were $284.2 million and $571.1 million in the three and nine months ended September 30, 2026, respectively. Solaris Power Solutions revenues were $104.9 million and $229.9 million in the three and nine months ended September 30, 2025, respectively. The increase in revenues for each of the 2026 periods was primarily due to the acquisition of GESA and Omega, as well as an increase in the MW capacity deployed during each period. Deployed capacity increased to weighted averages of 818 MW and 892 MW, respectively, in the three and nine months ended September 30, 2026, compared to weighted averages of 760 MW and 590 MW, respectively, in the three and nine months ended September 30, 2025.
Solaris Logistics Solutions. Solaris Logistics Solutions revenues decreased by $5.0 million, or 8%, to $56.9 million for the three months ended September 30, 2026, compared to $61.9 million for the three months ended September 30, 2025. This decrease was primarily due to lower last-mile transportation activity, despite an increase in the weighted average number of fully utilized systems to 104 in the three months ended September 30, 2026 from 84 in the three months ended September 30, 2025.
Solaris Logistics Solutions revenues decreased by $26.9 million, or 13%, to $185.6 million for the nine months ended September 30, 2026, compared to $212.6 million for the nine months ended September 30, 2025. This decrease was primarily due to lower last-mile transportation activity, despite an increase in the weighted average number of fully utilized systems to 105 in the nine months ended September 30, 2026 from 92 in the nine months ended September 30, 2025.
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Cost of Revenue, exclusive of depreciation and amortization
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization) | |||||||||||||||||||||||||||||||||||
| Solaris Power Solutions | $ | 143,683 | $ | 44,417 | $ | 99,266 | $ | 253,758 | $ | 89,194 | $ | 164,564 | |||||||||||||||||||||||
| Solaris Logistics Solutions | 33,683 | 44,386 | (10,703) | 115,498 | 146,568 | (31,070) | |||||||||||||||||||||||||||||
| Total cost of revenue (exclusive of depreciation and amortization) | $ | 177,366 | $ | 88,803 | $ | 88,563 | $ | 369,256 | $ | 235,762 | $ | 133,494 | |||||||||||||||||||||||
Solaris Power Solutions. Solaris Power Solutions cost of revenue was $143.7 million and $253.8 million in the three and nine months ended September 30, 2026, respectively. Solaris Power Solutions cost of revenue was $44.4 million and $89.2 million in the three and nine months ended September 30, 2025, respectively. The increase in each of the 2026 periods was due to the acquisition of GESA and Omega, as well as higher deployed MW capacity and related activity levels.
Solaris Power Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 51% and 44% for the three and nine months ended September 30, 2026, respectively, compared to 42% and 39% for the three and nine months ended September 30, 2025, respectively.
Solaris Logistics Solutions. Solaris Logistics Solutions cost of revenue decreased by $10.7 million to $33.7 million for the three months ended September 30, 2026, compared to $44.4 million for the three months ended September 30, 2025. Solaris Logistics Solutions cost of revenue decreased by $31.1 million to $115.5 million for the nine months ended September 30, 2026, compared to $146.6 million for the nine months ended September 30, 2025. The decrease in both 2026 periods was primarily driven by lower last-mile transportation activity, partially offset by higher labor costs to support an increase in fully utilized system counts in comparison to the prior year periods.
Solaris Logistics Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 59% and 62% for the three and nine months ended September 30, 2026, respectively, compared to 72% and 69% for the three and nine months ended September 30, 2025, respectively.
Depreciation and Amortization
Depreciation and amortization increased by $29.1 million, or 130%, to $51.5 million in the three months ended September 30, 2026, compared to $22.4 million in the same period of 2025. Depreciation and amortization increased by $55.0 million, or 90%, to $115.8 million in the nine months ended September 30, 2026, compared to $60.8 million in the same period of 2025. The increase for each 2026 period was driven by the addition of depreciable assets acquired from the Genco Acquisition completed in March 2026 and the addition of depreciable assets associated with the Solaris Power Solutions segment placed in service since the third quarter of 2025, as well as additional depreciable assets acquired from GESA and Omega in the third quarter of 2026.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $27.1 million, or 174%, to $42.6 million in the three months ended September 30, 2026, compared to $15.5 million in the same period of 2025. The increase was primarily driven by a $15.5 million increase in salaries, wages and benefits, including stock-based compensation, resulting from an increase in average headcount, as well as higher employee and office costs associated with supporting a larger workforce and higher legal expenses as our Solaris Power Solutions segment has expanded. Selling, general and administrative expenses increased by $47.8 million, or 105%, to $93.5 million in the nine months ended September 30, 2026, compared to $45.7 million in the same period of 2025. The increase was primarily driven by a $28.6 million increase in salaries, wages and benefits, including stock-based compensation, resulting from an increase in average headcount, as well as higher employee and office costs associated with supporting a larger workforce and higher legal expenses as our Solaris Power Solutions segment has expanded.
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Other Operating Expenses, net
Other operating expenses, net were $2.6 million and $2.2 million, respectively, for the three months ended September 30, 2026 and 2025. Other operating expenses, net were $4.1 million and $4.7 million, respectively, for the nine months ended September 30, 2026 and 2025. The three and nine months ended September 30, 2026 primarily included expenses related to transaction costs and credit allowances. The three and nine months ended September 30, 2025 included the recognition of an additional $3.0 million related to the Tax Receivable Agreement liability, as well as credit allowances.
Interest Expense
Interest expense was $22.9 million and $44.6 million in the three and nine months ended September 30, 2026, respectively, compared to $10.2 million and $23.5 million in the three and nine months ended September 30, 2025, respectively. The increase was primarily due to higher average debt outstanding as a result of the issuance of the 2031 Senior Notes in the second quarter of 2026.
Interest Income
Interest income was $6.2 million and $14.4 million in the three and nine months ended September 30, 2026, respectively, compared to $1.2 million and $3.8 million in the three and nine months ended September 30, 2025, respectively. The increase was primarily due to higher interest income earned on higher cash balances primarily resulting from the issuance of the 2031 Notes in October 2025 and the 2031 Senior Notes in May 2026.
Loss on Debt Extinguishment
Loss on debt extinguishment was $16.1 million for the nine months ended September 30, 2026, related primarily to the write-off of unamortized debt financing costs associated with the extinguishment of the Bridge Term Loan, the Stonebriar Term Loan and Caterpillar Term Loans in the second quarter of 2026, as well as the BofA Revolving Facility in the first quarter of 2026. See Note 11. “Debt” in the notes to our condensed consolidated financial statements. There was no loss on debt extinguishment for the three and nine months ended September 30, 2025.
Provision for Income Taxes
During the three months ended September 30, 2026, we recognized a combined United States federal and state expense for income taxes of $9.8 million, an increase of $5.8 million as compared to the $4.1 million income tax expense we recognized during the three months ended September 30, 2025. During the nine months ended September 30, 2026, we recognized a combined United States federal and state expense for income taxes of $30.0 million, an increase of $16.1 million as compared to the $13.9 million income tax expense we recognized during the nine months ended September 30, 2025. This change was attributable to changes in operating gains and mix of states where we operate. The effective combined United States federal and state income tax rates were 20.0% and 14.1% for the three months ended September 30, 2026 and September 30, 2025, respectively. The effective combined United States federal and state income tax rates were 23.7% and 18.4% for the nine months ended September 30, 2026 and September 30, 2025, respectively.
For the three months ended September 30, 2026 our effective tax rate differed from the statutory rate primarily due to the impact of the non-controlling interest and mix of states where we operate. Our effective tax rate differed from the statutory rate for the nine months ended September 30, 2026, primarily due to the impact of the non-controlling interest, the executive compensation deduction limitation and mix of states where we operate.
Liquidity and Capital Resources
Overview
Our primary sources of liquidity consist of cash flows from operations, remaining net proceeds from the 2031 Senior Notes offering and 2032 Senior Notes offering, borrowing availability under our Revolving Credit Facility and proceeds from delayed draw term loans under the Stateline Term Loan.
We believe these sources will be sufficient to meet our short-term and long-term financial obligations, including existing purchase commitments and budgeted capital expenditures. In addition to these sources, subject to market conditions and the availability of fleet growth opportunities, we may meet our cash requirements through the issuance of additional securities and/or the entry into additional debt financing agreements. Even if we are unable to secure the
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financing of our planned capital expenditures, we have the ability to cancel the committed purchase orders, subject to the payment of cancellation fees.
2032 Senior Notes
The 2032 Senior Notes were issued on October 1, 2026 and are not reflected in the Company’s condensed consolidated balance sheet or condensed consolidated statements of operations as of or for the three and nine months ended September 30, 2026. The net proceeds of the 2032 Senior Notes were approximately $1.23 billion and will be used for general corporate purposes and growth capital expenditures, in addition to paying for fees and expenses related to the offering. The 2032 Senior Notes will mature on April 1, 2032, and interest on the 2032 Senior Notes is payable semi-annually at a rate of 7.000% per annum.
2031 Senior Notes
As of September 30, 2026, the outstanding principal amount of the 2031 Senior Notes totaled $1.3 billion. The 2031 Senior Notes will mature on May 15, 2031. The Company used a portion of the net proceeds from the 2031 Senior Notes to repay certain of the Company’s outstanding borrowings and to pay related fees and expenses (described below) and used the remaining net proceeds for general corporate purposes, including to fund growth capital expenditures. Interest on the 2031 Senior Notes is payable semi-annually at a rate of 6.375% per annum, and estimated interest payments will be approximately $83.6 million over the subsequent twelve months, based on the outstanding principal amount as of September 30, 2026.
Revolving Credit Facility
Our Revolving Credit Facility originally provided for borrowings of up to $650.0 million, including a sublimit for the issuance of letters of credit in an amount up to $150.0 million. At the Company’s option, and subject to the satisfaction of certain conditions precedent, the Revolving Credit Facility could be increased by up to $200.0 million, which incremental capacity was utilized in full pursuant to the First Amendment described below. As of September 30, 2026, no borrowings were outstanding, standby letters of credit with an aggregate face amount of $125.0 million had been issued, and remaining availability under the Revolving Credit Facility was $525.0 million.
On October 1, 2026, we entered into the first amendment (the “First Amendment”) to the Credit Agreement to primarily increase the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to $850.0 million and also increase the sublimit for the issuance of letters of credit under the Revolving Credit Facility from $150.0 million to $325.0 million. We intend to use any future borrowings for working capital and other general corporate purposes and to pay transaction expenses.
Stateline Term Loan
Stateline maintains a delayed draw term loan facility with an estimated total capacity of $518.5 million, based on its current capital plan, to fund power generation equipment for its approximately 900 MW data center project. As of September 30, 2026, outstanding borrowings under the Stateline Term Loan totaled $408.2 million, of which $18.7 million was classified as current. The Stateline Term Loan provides significant funding flexibility for Stateline’s capital needs. We estimate interest payments of approximately $41.4 million over the subsequent twelve months, which will increase as additional amounts are drawn. Subsequent to September 30, 2026, Stateline drew an additional $25.0 million to fund growth-related capital expenditures, increasing the outstanding balance to $433.2 million. The remaining capacity of $85.3 million is expected to be drawn through the first quarter of 2027, depending on the timing of progress payments and equipment deliveries.
Convertible Senior Notes
On May 2, 2025, we issued $155.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the “2030 Notes”). The net proceeds were used primarily to support the growth of our Solaris Power Solutions segment. Interest on the 2030 Notes is payable semi-annually, with estimated payments of approximately $7.4 million over the subsequent twelve months.
In October 2025, we issued $747.5 million aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “2031 Notes”). The net proceeds from the issuance were used, in part, to repay and terminate our then existing term loan, fund capped call transactions to hedge potential dilution, and support continued growth of our Solaris Power
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Solutions segment. Interest on the 2031 Notes is payable semi-annually, with estimated payments of approximately $1.9 million over the subsequent twelve months.
Equipment Financing
In connection with the Omega Acquisition and GESA Acquisitions, we acquired $38.9 million of financing agreements, primarily related to equipment. These financing agreements bear interest at various rates ranging from 0.0% to 16.50% per annum and are payable in monthly installments. These financing agreements mature beginning in the first quarter of 2027 through April 2031 and are secured by the underlying financed equipment.
Repayment of Assumed Debt
In connection with the Omega Acquisition and the GESA Acquisition, we acquired $14.0 million of debt which we subsequently repaid in full following the closing of each acquisition. The fair value recognized for this debt at the acquisition date approximated its carrying amount, and thus no extinguishment gain or loss was recognized for the subsequent repayment. The repayments are included in “Repayments of debt financing” on the condensed consolidated statements of cash flows.
Debt Extinguishment
On May 12, 2026, concurrently with the issuance of the 2031 Senior Notes and entry into the new Credit Agreement, we used a portion of the net proceeds to repay in full and terminate the Bridge Term Loan, Stonebriar Term Loan, and Caterpillar Term Loans, which had an aggregate outstanding principal balance of $463.9 million. We recorded a loss on extinguishment of debt of $14.8 million, consisting of $8.8 million in unamortized debt financing costs and $6.0 million in prepayment penalties, which was recognized in the condensed consolidated statements of operations during the second quarter of 2026.
On March 16, 2026, concurrently with the closing of the Bridge Term Loan, we terminated our revolving credit facility agreement with Bank of America, N.A. (the “BofA Revolving Facility”). The BofA Revolving Facility had a borrowing base of up to $75.0 million. As of the date of termination, there were no outstanding borrowings under the BofA Revolving Facility. The extinguishment of the BofA Revolving Facility resulted in a loss on extinguishment of debt of $1.3 million, primarily consisting of the write-off of unamortized debt financing costs, which was recognized in the condensed consolidated statements of operations during the first quarter of 2026.
Capital Commitments
We have entered into purchase commitments for power generation equipment that are critical to our long-term strategic initiatives. As of September 30, 2026, short-term purchase commitments due within the subsequent twelve months totaled $824.0 million. Long-term purchase commitments that extend beyond one year total $499.9 million, of which $92.2 million is scheduled to be fulfilled during 2027, $367.4 million is scheduled to be fulfilled during 2028, and the remaining $40.3 million is due in 2029. Other than our obligations under the Baker Hughes Turbine Supply Contract, which are non-cancellable, these commitments are cancellable but subject to significant termination penalties, ranging from 5% to 90% of the purchase price, depending on the timing of the cancellation.
Liquidity Position
As of September 30, 2026, cash and cash equivalents totaled $399.5 million, and we had $525.0 million of available capacity under our Revolving Credit Facility after $125.0 million of outstanding letters of credit. We believe that our cash reserves, projected operating cash flows, remaining net proceeds from the 2031 Senior Notes offering and 2032 Senior Notes offering, borrowing availability under the Revolving Credit Facility, and access to delayed draw term loans under the Stateline Term Loan facility provide adequate liquidity to meet our obligations for the next twelve months and beyond. These resources are expected to fund debt service obligations, dividend payments, capital expenditures and related purchase commitments, as well as to support future strategic initiatives.
See Note 11. “Debt” in the notes to our condensed consolidated financial statements for additional information regarding our outstanding debt facilities, including terms, covenants, maturity schedules, and the debt extinguishments that occurred during the period.
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Share Repurchase Program
The Company’s board of directors authorized a share repurchase program on March 1, 2023, with an approved limit of $50.0 million and no set term limits. During the three and nine months ended September 30, 2026, we did not repurchase nor retire any shares of Class A common stock under the share repurchase program. As of September 30, 2026, we have collectively repurchased and retired 4,272,127 shares of Class A common stock for $34.6 million, or $8.09 per share, resulting in $15.4 million remaining under the authorized share repurchase program.
All purchases made pursuant to the authorized share repurchase plan were made in accordance with applicable securities laws from time to time in the open-market or through private transactions, depending on market conditions. Going forward, future purchases may be made pursuant to a trading plan meeting the requirements of Rule 10b-18 or Rule 10b5-1 under the Exchange Act, and may be discontinued at any time.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Net cash provided by operating activities | $ | 478,004 | $ | 113,167 | $ | 364,837 | |||||||||||
| Net cash used in investing activities | (1,601,510) | (422,077) | (1,179,433) | ||||||||||||||
| Net cash provided by financing activities | 1,268,163 | 255,747 | 1,012,416 | ||||||||||||||
| Net change in cash, cash equivalents and restricted cash | $ | 144,657 | $ | (53,163) | $ | 197,820 | |||||||||||
Significant Sources and Uses of Cash Flows
Operating Activities. Net cash provided by operating activities increased to $478.0 million for the nine months ended September 30, 2026, compared to $113.2 million in the same period of 2025, representing an increase of $364.8 million. This increase was primarily driven by higher revenue, largely attributable to continued growth in business activity and the acquisition of Omega and GESA within our Solaris Power Solutions segment. Consequently, our net income, adjusted for non-cash items, increased by $143.6 million for the nine months ended September 30, 2026, compared to the prior comparable period. In addition, cash provided by working capital increased $217.6 million for the nine months ended September 30, 2026, compared to the prior comparable period.
Investing Activities. Net cash used in investing activities was $1,601.5 million for the nine months ended September 30, 2026, an increase from $422.1 million during the same period of 2025. Net cash used in investing activities during the nine months ended September 30, 2026 includes $211.5 million paid for the acquisitions of Omega, GESA and Genco, as well as $1,373.9 million paid for turbines and ancillary equipment to support the growth and operations of Solaris Power Solutions, including $131.2 million paid for the NovaLT16 Turbine Acquisition. Net cash used in investing activities during the nine months ended September 30, 2025 included $29.4 million paid for the acquisition of HVMVLV, LLC and $386.8 million paid for turbines and ancillary equipment.
Financing Activities. For the nine months ended September 30, 2026, net cash provided by financing activities totaled $1,268.2 million. This amount primarily reflects $1,367.9 million from net debt financing, partially offset by $44.2 million paid for debt financing costs, $5.9 million in debt extinguishment fees, $16.0 million paid for cancelled shares withheld for taxes from vesting of restricted stock, $22.8 million in quarterly dividends to Class A common stock shareholders, $4.9 million in distributions to Solaris LLC unitholders and $1.7 million in Tax Receivable Agreement payments. In comparison, net cash provided by financing activities was $255.7 million for the nine months ended September 30, 2025. This amount primarily reflects $222.9 million of net debt financing and $86.0 million of capital contributions from non-controlling interest in Stateline, partially offset by $13.1 million paid for debt financing costs, $10.5 million paid for cancelled shares withheld for taxes from vesting of restricted stock, $15.4 million in quarterly dividends to Class A common stock shareholders, $10.3 million in distributions to Solaris LLC unitholders and $3.6 million in Tax Receivable Agreement payments.
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Future Uses of Cash
Our significant cash commitments primarily relate to our capital expenditures under our power generation fleet growth program and debt service on our 2031 Senior Notes, 2032 Senior Notes and Stateline term loan facility. In addition, we are obligated to make semi-annual interest payments on the 2030 Notes and 2031 Notes, with the principal amount due at maturity in 2030 and 2031, respectively. At our election, the 2030 Notes and 2031 Notes may be settled in cash, shares of Class A common stock, or a combination of both.
Additional expected uses of cash include obligations under our Tax Receivable Agreement, scheduled payments under finance and operating lease agreements, insurance premium financing agreements, any dividend payments (timing and amount subject to the discretion of the board), and other routine operating obligations.
Off-Balance Sheet Arrangements
Refer to Note 18. “Commitments and Contingencies – Purchase Commitments” included in the notes to our condensed consolidated financial statements contained herein for a discussion of our off-balance sheet arrangements.
Critical Accounting Policies and Estimates
For detailed information, please refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. Beginning in the third quarter of 2026, significant estimates also include the estimated total costs to complete contracts for which revenue is recognized over time using a cost-to-cost method. There have been no other changes to our critical accounting estimates since December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, see Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025, except with regard to interest rate risk, as described below.
Interest Rate Risk
We are exposed to market risk from fluctuations in interest rates associated with our variable-rate borrowings under debt financing agreements. Changes in interest rates directly affect our interest expense on the variable-rate portion of our debt agreements.
Borrowings under the Stateline Term Loan include variable-rate components prior to conversion to fixed-rate debt. As of September 30, 2026, we had outstanding borrowings of $408.2 million under the Stateline Term Loan, all of which were in the form of notes bearing interest at variable rates. A hypothetical increase or decrease of 100 basis points in SOFR would result in an estimated annual change in interest expense of approximately $4.1 million, based on the outstanding borrowings as of September 30, 2026.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
In accordance with Exchange Act Rules 13a-15 and 15d-15, we have evaluated, under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2026. Disclosure controls refer to controls and procedures designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated by our management, including our principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, and summarized and reported within the time periods specified in the rules and forms of the SEC. Based on the evaluation of our disclosure controls and procedures as of September 30, 2026, our principal executive officers and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
As disclosed in Note 4. “Acquisitions – Business Combinations” included in the notes to unaudited condensed consolidated financial statements contained herein, we acquired Omega on September 1, 2026 and GESA on July 1, 2026. Omega’s total revenues constituted approximately 17% of total revenues as shown on our unaudited condensed consolidated statements of operations for the three months ended September 30, 2026, and Omega’s total assets constituted
56
approximately 8% of total assets as shown on our unaudited condensed consolidated balance sheets as of September 30, 2026. GESA’s total revenues constituted approximately 26% of total revenues as shown on our unaudited condensed consolidated statements of operations for the three months ended September 30, 2026, and GESA’s total assets constituted approximately 9% of total assets as shown on our unaudited condensed consolidated balance sheets as of September 30, 2026. We are currently integrating Omega and GESA into our internal control over financial reporting process and, consistent with interpretive guidance issued by the Staff of the Securities and Exchange Commission, we are excluding Omega’s and GESA’s disclosure controls and procedures related to their assessment of internal control over financial reporting from the scope of management’s assessment of the effectiveness of our disclosure controls and procedures as of September 30, 2026. This exclusion is in accordance with the guidance issued by the Staff of the SEC that an assessment of recent business combinations may be omitted from management’s assessment of internal control over financial reporting for one year following the acquisition.
Changes in Internal Control over Financial Reporting
Other than the ongoing integration activities described above, there were no changes in our system of internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We continue to monitor the impact of the implementation of our Enterprise Resource Planning (“ERP”) system on our processes and procedures, as well as the impact on our internal controls over financial reporting. We do not believe that this ERP system implementation will have a material effect on our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, could have a material adverse effect on our financial condition, cash flows or results of operations. For a discussion of our legal proceedings, see Part I, Item 1, Note 18. “Commitments and Contingencies – Litigation and Claims” included in the notes to our condensed consolidated financial statements contained herein.
Item 1A. Risk Factors
Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A common stock are described under Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026. As of the date of this filing, there have been no material updates to the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, except as described herein.
The engineering, construction and services businesses we have recently acquired have significantly expanded our workforce and increased the number of projects we execute, and our management team may not be able to effectively manage this broader, more labor-intensive operating footprint.
The GESA Acquisition and the Omega Acquisition have transformed us from a primarily equipment-based lessor into a business that also performs labor-intensive engineering, procurement, construction and services work. As a result, our operations now depend on the successful execution and integration of businesses with different workforces, systems and operating requirements.
We employed 468 employees as of December 31, 2025, and, following the GESA Acquisition and the Omega Acquisition, we now employ more than 2,100 employees and are executing individual projects across numerous sites. Our execution risk is now more broadly based and distributed across several concurrent projects and geographies rather than concentrated in a smaller number of equipment deployments.
These businesses expose us to risks to which we have historically had limited exposure, including project cost estimation and fixed-price or milestone-based contract risk, schedule and completion risk, subcontractor and craft labor availability and performance, jobsite health and safety incidents, warranty and rework claims, and workforce and payroll administration across multiple jurisdictions. A failure to attract, retain and supervise skilled craft and project management personnel, integrate acquired accounting, project controls and safety systems, or maintain internal control over financial reporting across the acquired businesses could result in project losses, liability, reputational harm and a material adverse effect on our business, financial condition and results of operations.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
The following table presents the total number of shares of our Class A common stock that we purchased during the three months ended September 30, 2026, and the average price paid per share:
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan (2) | Maximum Dollar Value of Shares that May Yet be Purchased Under the Plan (2) | |||||||||||||||||||
| July 1 - July 31 | — | $ | — | — | 15,440,555 | ||||||||||||||||||
| August 1 - August 31 | 22,677 | 56.62 | — | 15,440,555 | |||||||||||||||||||
| September 1 - September 30 | 65 | 69.09 | — | 15,440,555 | |||||||||||||||||||
| Total | 22,742 | $ | 56.66 | — | |||||||||||||||||||
(1)Consists of shares purchased to satisfy tax withholding obligations upon the vesting of restricted stock awarded to certain of our employees.
(2)On March 1, 2023, the Company’s board of directors authorized a plan to repurchase up to $50 million of our Class A common stock. The share repurchase program has no set term limit.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Accounting Officer Transition
On November 4, 2026, the board of directors of the Company (the “Board”) appointed Jacob P. Gobar as Chief Accounting Officer of the Company, effective November 12, 2026 (the “Effective Date”). Effective as of the Effective Date, Mr. Gobar will serve as the Company’s principal accounting officer.
Mr. Gobar, age 45, has served as the Chief Accounting Officer of WildFire Energy I LLC, a privately held independent energy company focused on the acquisition, exploitation, and production of oil and natural gas properties in the United States, since March 2021, and will continue in that role until November 10, 2026. From January 2019 until February 2021, Mr. Gobar served as Vice President and Chief Accounting Officer of Concho Resources Inc. (formerly NYSE: CXO), an independent exploration and production company engaged in the acquisition, development and exploration of oil and natural gas properties in the Permian Basin of Southeast New Mexico and West Texas, through its acquisition by ConocoPhillips Company. From December 2016 through January 2019, Mr. Gobar held various positions of increasing responsibility within the accounting function at Concho Resources. Mr. Gobar also previously held accounting leadership positions with Memorial Resource Development Corp., VAALCO Energy, Inc. and Sunoco Logistics, and began his career in the assurance practice of PricewaterhouseCoopers. Mr. Gobar holds a Master of Accountancy degree and a Bachelor of Business Administration degree in Accounting from Texas State University and is a licensed certified public accountant in the State of Texas.
In connection with his appointment, (a) Mr. Gobar will receive an annual base salary of $350,000, (b) he will be eligible for an annual discretionary cash bonus with a target amount of up to 75% of his annual base salary, (c) he will be
59
eligible to participate in the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan, as amended (the “LTIP”), with a target annual award of up to 75% of his annual base salary, and (d) effective as of the Effective Date, he will receive a one-time sign-on grant of restricted shares of Class A common stock under the LTIP valued at $262,500. The number of shares will be determined based on the ten-day trailing volume-weighted average price of the Class A common stock as of the last trading day immediately prior to the grant date, and the award will vest in three substantially equal annual installments beginning on November 15, 2027, subject to his continued employment through each applicable vesting date. Mr. Gobar will also be eligible to participate in the Company’s employee benefit plans, including the Solaris Energy Infrastructure, Inc. Amended and Restated Executive Change in Control Severance Plan, as amended (the “CIC Plan”). Under the CIC Plan, effective as of the Effective Date and subject to his execution of a participation agreement, he will be entitled to receive Tier 4 benefits (as described in the CIC Plan). The foregoing description of the CIC Plan is not complete and is qualified in its entirety by reference to the full text of the CIC Plan, which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
There are no family relationships between Mr. Gobar and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Mr. Gobar and any other person pursuant to which Mr. Gobar was appointed as the Company’s Chief Accounting Officer. The Company is not aware of any transaction involving Mr. Gobar that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Exchange Act.
Christopher P. Wirtz will step down as the Company’s Chief Accounting Officer and principal accounting officer, effective as of the Effective Date, in order to have greater flexibility to spend time with his family and attend to family health matters. Mr. Wirtz’s decision was his own and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following the Effective Date, Mr. Wirtz will continue as an employee of the Company and valued member of the accounting team.
Indemnification Agreement
In connection with Mr. Gobar’s appointment as Chief Accounting Officer, the Company entered into an Indemnification Agreement with Mr. Gobar, dated as of the Effective Date (the “Indemnification Agreement”). The Indemnification Agreement requires the Company to indemnify Mr. Gobar to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified.
The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
| Exhibit No. | Description | ||||||||||
| 2.1 | |||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 3.3 | |||||||||||
| 3.4 | |||||||||||
| 3.5 | |||||||||||
| 4.1 | Indenture, dated as of October 1, 2026, by and among Solaris Energy Infrastructure, LLC, Solaris Energy Infrastructure, Inc., the Subsidiary Guarantors and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (File No. 001-38090) filed with the SEC on October 1, 2026). | ||||||||||
| 4.2 | |||||||||||
| 4.3* | |||||||||||
| 4.4* | |||||||||||
| 4.5* | |||||||||||
| 10.1 | First Amendment to Credit Agreement, dated as of October 1, 2026, by and among Solaris Energy Infrastructure, LLC, as borrower, Solaris Energy Infrastructure, Inc., as parent, MUFG Bank, Ltd., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38090) filed with the SEC on October 1, 2026). | ||||||||||
| 10.2*† | |||||||||||
| 10.3*† | |||||||||||
| 31.1* | |||||||||||
| 31.2* | |||||||||||
| 31.3* | |||||||||||
| 32.1** | |||||||||||
| 32.2** | |||||||||||
| 32.3** | |||||||||||
| 101.INS* | Inline XBRL Instance Document. | ||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | ||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||
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| Exhibit No. | Description | ||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | ||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||
| 104* | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) | ||||||||||
______________________________________________________
*Filed herewith.
**Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.
# Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be
supplementally furnished to the SEC upon request.
† Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SOLARIS ENERGY INFRASTRUCTURE, INC. | ||||||||
| November 6, 2026 | By: | /s/ William A. Zartler | ||||||
| William A. Zartler | ||||||||
| Chairman and Co-Chief Executive Officer | ||||||||
| (Co-Principal Executive Officer) | ||||||||
| November 6, 2026 | By: | /s/ Amanda M. Brock | ||||||
| Amanda M. Brock | ||||||||
Director and Co-Chief Executive Officer | ||||||||
| (Co-Principal Executive Officer) | ||||||||
| November 6, 2026 | By: | /s/ Stephan E. Tompsett | ||||||
| Stephan E. Tompsett | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
63
EXHIBIT 4.3
Execution Version
FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 28, 2026, is among Global Energy Services Alliance, LLC, a Texas limited liability company, and Baseload Power Generation Parts and Services, LLC, a Texas limited liability company (each, a “Guaranteeing Subsidiary”), Solaris Energy Infrastructure, LLC, a Delaware limited liability company (the “Issuer”), Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Parent”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 12, 2026 providing for the issuance of 6.375% Senior Notes due 2031 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (each, a “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby unconditionally Guarantees all of the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to Article X thereof.
3. No Recourse Against Others. No director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary, the other Guarantors and the Issuer.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
GLOBAL ENERGY SERVICES ALLIANCE, LLC
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
BASELOAD POWER GENERATION PARTS AND SERVICES, LLC
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
SOLARIS ENERGY INFRASTRUCTURE, LLC
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
SOLARIS ENERGY INFRASTRUCTURE, INC.
SOLARIS TRANSPORTATION, LLC
SOLARIS OILFIELD TECHNOLOGIES, LLC
SOLARIS OILFIELD SITE SERVICES OPERATING, LLC
SOLARIS OILFIELD EARLY PROPERTY, LLC
SOLARIS POWER SOLUTIONS, LLC
SOLARIS POWER SOLUTIONS STATELINE OPERATING, LLC
SOLARIS LOGISTICS, LLC
SOLARIS OILFIELD SITE SERVICES PERSONNEL LLC
SOLARIS POWER DISTRIBUTION SOLUTIONS, LLC
PROJECT G BUYER, LLC
SOLARIS RESOLUTE, LLC
SOLARIS GSD I, LLC
By: /s/ Stephan E. Tompsett
SOLARIS GSD I, LLC
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
[Signature Page to First Supplemental Indenture]
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
as Trustee
By: /s/ Michael K. Herberger
Authorized Signatory
[Signature Page to First Supplemental Indenture]
EXHIBIT 4.4
Execution Version
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 29, 2026, is among Omega Foundation Services LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), Solaris Energy Infrastructure, LLC, a Delaware limited liability company (the “Issuer”), Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Parent”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 12, 2026 providing for the issuance of 6.375% Senior Notes due 2031 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby unconditionally Guarantees all of the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to Article X thereof.
3. No Recourse Against Others. No director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture or the Note Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the other Guarantors and the Issuer.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
OMEGA FOUNDATION SERVICES LLC
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
SOLARIS ENERGY INFRASTRUCTURE, LLC
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
SOLARIS ENERGY INFRASTRUCTURE, INC.
SOLARIS TRANSPORTATION, LLC
SOLARIS OILFIELD TECHNOLOGIES, LLC
SOLARIS OILFIELD SITE SERVICES OPERATING, LLC
SOLARIS OILFIELD EARLY PROPERTY, LLC
SOLARIS POWER SOLUTIONS, LLC
SOLARIS POWER SOLUTIONS STATELINE OPERATING, LLC
SOLARIS LOGISTICS, LLC
SOLARIS OILFIELD SITE SERVICES PERSONNEL LLC
SOLARIS POWER DISTRIBUTION SOLUTIONS, LLC
PROJECT G BUYER, LLC
SOLARIS RESOLUTE, LLC
SOLARIS GSD I, LLC
SOLARIS GSD I, LLC
GLOBAL ENERGY SERVICES ALLIANCE, LLC
BASELOAD POWER GENERATION PARTS AND SERVICES, LLC
By: /s/ Stephan E. Tompsett
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
[Signature Page to Second Supplemental Indenture (2031 Notes)]
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
as Trustee
By: /s/ Michael K. Herberger
Authorized Signatory
[Signature Page to Second Supplemental Indenture (2031 Notes)]
EXHIBIT 4.5
Execution Version
FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 29, 2026, is among Omega Foundation Services LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), Solaris Energy Infrastructure, LLC, a Delaware limited liability company (the “Issuer”), Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Parent”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2026 providing for the issuance of 7.000% Senior Notes due 2032 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby unconditionally Guarantees all of the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to Article X thereof.
3. No Recourse Against Others. No director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture or the Note Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the other Guarantors and the Issuer.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
OMEGA FOUNDATION SERVICES LLC
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
SOLARIS ENERGY INFRASTRUCTURE, LLC
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
SOLARIS ENERGY INFRASTRUCTURE, INC.
SOLARIS TRANSPORTATION, LLC
SOLARIS OILFIELD TECHNOLOGIES, LLC
SOLARIS OILFIELD SITE SERVICES OPERATING, LLC
SOLARIS OILFIELD EARLY PROPERTY, LLC
SOLARIS POWER SOLUTIONS, LLC
SOLARIS POWER SOLUTIONS STATELINE OPERATING, LLC
SOLARIS LOGISTICS, LLC
SOLARIS OILFIELD SITE SERVICES PERSONNEL LLC
SOLARIS POWER DISTRIBUTION SOLUTIONS, LLC
PROJECT G BUYER, LLC
SOLARIS RESOLUTE, LLC
SOLARIS GSD I, LLC
SOLARIS GSD I, LLC
GLOBAL ENERGY SERVICES ALLIANCE, LLC
BASELOAD POWER GENERATION PARTS AND SERVICES, LLC
By: /s/ Stephan E. Tompsett
Name: Stephan E. Tompsett
Title: Chief Financial Officer
[Signature Page to First Supplemental Indenture (2032 Notes)]
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
as Trustee
By: /s/ Michael K. Herberger
Authorized Signatory
[Signature Page to First Supplemental Indenture (2032 Notes)]
EXHIBIT 10.2
SOLARIS ENERGY INFRASTRUCTURE, INC.
AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN
AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN
(as amended through November 4, 2026)
1.Purpose. The purpose of the Solaris Energy Infrastructure, Inc. Amended and Restated Executive Change in Control Severance Plan (as amended from time to time, the “Plan”) is to enable Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Company”), to further encourage the continued attention and dedication of Participants (as defined below) to their assigned duties in the event the Company undergoes a Change in Control (as defined below).
2.Term; ERISA and Tax Compliance.
(a)The Plan was first effective as of March 1, 2023 (the “Effective Date”). This amendment and restatement reflects the terms of the Plan as amended through November 4, 2026. The Plan shall remain in effect until modified or terminated pursuant to Section 10.
(b)The Plan is intended to be a “severance pay arrangement” within the meaning of Section 3(2)(B)(i) of ERISA that is excepted from the definitions of “employee pension benefit plan” and “pension plan” set forth under Section 3(2) of ERISA, and is intended to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations §2510.3-2(b). Further, the Plan is intended to qualify for the exemptions under Title I of ERISA provided for plans that are unfunded and maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees. The Plan is not intended to satisfy the qualification requirements of Section 401 of the Code, but is intended to comply with the requirements of Section 409A of the Code and the Treasury regulations and guidance issued thereunder.
3.Definitions. For purposes of this Plan, the terms listed below shall have the meanings specified herein:
(a)“Affiliate” has the meaning set forth in the LTIP (as defined below).
(b)“Base Pay” means, with respect to a Participant, the Participant’s annualized base salary, determined as of the Termination Date (as defined below), excluding overtime, bonuses, incentive compensation or any other special payments.
(c)“Board” means the Board of Directors of the Company.
(d)“Cause” means, with respect to a Participant, a determination by the Company in its sole discretion that the Participant has: (i) engaged in gross negligence or willful misconduct in the performance of the Participant’s duties with respect to the Company or an Affiliate, (ii) materially breached any material provision of any written agreement between the Participant and the Company or an Affiliate or corporate policy or code of conduct established by the Company or an Affiliate and applicable to the Participant; (iii) willfully engaged in conduct that is materially injurious to the Company or an Affiliate; or (iv) been convicted of, pleaded no contest to or received adjudicated probation or deferred adjudication in
connection with, a felony involving fraud, dishonesty or moral turpitude (or a crime of similar import in a foreign jurisdiction).
(e)“Change in Control” means the occurrence of any of the following events after the Effective Date:
(i)Any person (excluding any Qualifying Owner or any group of Qualifying Owners acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act, and excluding a corporation or other entity owned, directly or indirectly, by the Company’s stockholders in substantially the same proportions as their ownership of the stock of the Company) is or becomes the “beneficial owner” (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than 40% of the combined voting power of the then-outstanding voting securities of the Company.
(ii)There is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 60% of the combined voting power of the then-outstanding voting securities of the person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof.
(iii)The Company’s stockholders approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Company of all or substantially all of the Company’s assets, other than such sale or other disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by the Company’s stockholders in substantially the same proportions as their ownership of the Company immediately prior to such sale.
(iv)The consummation of a sale, merger, spin-off, joint venture formation, or similar transaction involving the logistics business unit of the Company or a sale of all or substantially all of the equity interests or assets of the logistics business unit of the Company, in each case, unless following the consummation of such transaction the logistics business unit continues to be directly or indirectly Controlled by the Company or by any parent entity or direct or indirect subsidiary of the Company (other than a Qualifying Owner).
(v)The consummation of a sale, merger, spin-off, joint venture formation, or similar transaction involving the power business unit of the Company or a sale of all or substantially all of the equity interests or assets of the power business unit of the Company, in each case, unless following the consummation of such transaction the power business unit continues to be directly or indirectly Controlled by the Company or by any parent entity or direct or indirect subsidiary of the Company (other than a Qualifying Owner).
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For purposes of clauses (iv) and (v) above, “Controlled” means the possession, directly or indirectly, of (x) the power to direct the management and policies of an entity through ownership of more than 50% of the voting securities or other voting interests entitled to vote on the election of directors or similar governing body of such entity, or (y) the power to cause such entity to be consolidated with the Company under U.S. GAAP. Notwithstanding the foregoing, except with respect to clause (ii) above, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the securities of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the securities of, an entity which owns, either directly or through a subsidiary, all or substantially all of the assets of the Company immediately following such transaction or series of transactions. Further notwithstanding the foregoing, any portion of the Severance Benefits, if applicable, that provides for a deferral of compensation under Section 409A of the Code and with respect to which a Change in Control would trigger settlement or payment of such portion of the Severance Benefits, “Change in Control” shall mean an event that qualifies both as a “Change in Control” (as defined in this Section 3(e)) as well as a “change in control event” as defined under Section 409A of the Code.
(f)“CIC Protection Period” means the period commencing ninety (90) days prior to the Closing and ending on the date that is one year following the Closing.
(g)“Closing” means the date on which a Change in Control is consummated.
(h)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.
(i)“COBRA Multiplier” means the applicable COBRA multiplier for the Participant’s Tier as set forth on Exhibit A and as specified in the Participation Agreement for such Participant.
(j)“Code” means the Internal Revenue Code of 1986 and any guidance and regulations promulgated thereunder.
(k)“Committee” means the Compensation Committee of the Board or another duly constituted committee of the Board designated by the Board as the Committee hereunder.
(l)“Disability” shall occur upon the Participant becoming eligible for disability benefits under the Company’s long-term disability plan, or, if earlier, upon the Participant becoming eligible for Social Security disability benefits.
(m)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(n)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.
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(o)“Good Reason” has the meaning ascribed to any such term in any employment agreement between the Participant and the Company, or if no such term is defined in such agreement, means (i) a material diminution in the Participant’s title, duties, authority or responsibilities from those in effect immediately prior to a Change in Control; (ii) a material reduction in the Participant’s total compensation opportunity, which means the sum of Participant’s target cash compensation opportunity and target equity compensation opportunity as in effect immediately prior to a Change in Control; (iii) a relocation of the Participant’s principal place of employment to a location that is more than twenty-five (25) miles from his or her place of employment immediately prior to a Change in Control, provided that a relocation from a principal place of employment that is not one of the Company’s principal office locations to one of the Company’s principal office locations shall not constitute “Good Reason;” or (iv) a material breach by the Company of any of its obligations under this Plan (including, but not limited to, the failure of any successor to the Company to assume this Plan in accordance with Section 14). Notwithstanding the foregoing, any assertion by the Participant of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (i) the Participant provides written notice to the Company of the condition claimed to constitute “Good Reason” within ninety (90) days of the initial existence of such condition and during the CIC Protection Period and (ii) the Company fails to remedy such condition within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the Participant’s employment with the Company shall not be treated as a termination for “Good Reason” unless such termination occurs not more than twelve (12) months following the initial existence of the condition claimed to constitute “Good Reason.”
(p)“LTIP” means the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan, or any successor equity incentive plan adopted by the Company.
(q)“Participant” means an employee of the Company who participates in the Plan pursuant to Section 4.
(r)“Qualifying Owners” means (i) William A. Zartler, or any company of which he is the manager, managing member or otherwise controls, including, but not limited to, Solaris Energy Capital, LLC; (ii) any wife, lineal descendant, legal guardian or other legal representative or estate of the principal member named in clause (i) above; (iii) any trust of which at least one of the trustees is a person described in clause (i) or (ii) above; and (iv) Yorktown Energy Partners X, L.P. and any affiliated funds or investment vehicles managed by Yorktown Partners LLC.
(s)“Qualifying Termination” means a termination of the Participant’s employment with the Company or any Affiliate by the Company without Cause (excluding by reason of death or Disability) or by the Participant for Good Reason, in each case, during the CIC Protection Period.
(t)“Severance Benefits” means:
(i)A lump sum payment in an amount equal to the Participant’s Severance Multiplier multiplied by the sum of (A) the Participant’s Base Pay, (B) the greater of (1) the Participant’s target annual bonus for the fiscal year in which the Termination Date occurs or (2) the Participant’s actual bonus for the fiscal year preceding the fiscal year in which the
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Termination Date occurs, and (C) an amount equal to the grant date fair value (determined in accordance with FASB ASC Topic 718) of all equity awards granted to the Participant during the fiscal year in which the Termination Date occurs (or, if such equity awards have not yet been granted, the grant date fair value of all equity awards granted to the Participant during the fiscal year preceding the fiscal year in which the Termination Date occurs), which lump sum payment shall be payable on the next regularly scheduled payroll date following the Release Effective Date but in no event later than sixty (60) days following the Termination Date;
(ii)Payment of the Participant’s earned but unpaid annual bonus, if any, for the fiscal year preceding the fiscal year in which the Termination Date occurs, payable on the date when bonuses for such fiscal year are otherwise paid to the Company’s executives for such fiscal year and in all events in the fiscal year that includes the Termination Date;
(iii)A lump sum payment in an amount equal to a pro-rata portion of the target annual bonus that the Participant was eligible to earn for the fiscal year in which the Termination Date occurs, based on the number of days the Participant is employed during such fiscal year, payable on the next regularly scheduled payroll date following the Release Effective Date but in no event later than sixty (60) days following the Termination Date;
(iv)A lump sum payment in an amount equal to (A) the Participant’s COBRA Multiplier multiplied by (B) the monthly premiums for the Participant’s and the Participant’s covered dependents’ participation in the Company’s group health plans pursuant to COBRA, less the amount of employee contributions that would apply to such participation if the Participant were an active employee, each determined as of the Termination Date, payable on the next regularly scheduled payroll date following the Release Effective Date but in no event later than sixty (60) days following the Termination Date;
(v)Effective as of the Termination Date, all of the Participant’s outstanding unvested awards of restricted stock (or similar time-based equity awards) granted under the LTIP shall become immediately vested and no longer subject to forfeiture and shall be settled in accordance with the terms of the applicable award agreement governing such awards; and
(vi)Effective as of the Termination Date, all of the Participant’s outstanding unvested awards of performance stock units (or similar performance-based equity awards) granted under the LTIP shall become immediately vested and no longer subject to forfeiture, with the performance-based vesting conditions applicable to such awards calculated, without proration, based on (A) 100% of target or (B) the maximum level of achievement if actual performance exceeds target as of the Closing, and such awards shall be settled solely in cash and otherwise in accordance with the terms of the applicable award agreement governing such awards.
(u)“Severance Multiplier” means the applicable severance multiplier for the Participant’s Tier as set forth on Exhibit A and as specified in the Participation Agreement for such Participant.
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(v)“Termination Date” means the date of the Participant’s termination of employment with the Company or any Affiliate as a result of a Qualifying Termination; provided that, if the Participant’s Qualifying Termination occurs within the ninety (90) day period prior to the Closing, the Termination Date for all purposes relating to the payment date associated with the Severance Benefits shall be deemed to be the date of the Closing.
4.Eligibility. Employees selected by the Committee shall be eligible to participate in the Plan upon his or her execution of a Participation Agreement with the Company in the form attached hereto as Exhibit B (a “Participation Agreement”). Eligible employees shall be limited to a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA.
5.Change in Control; Severance Benefits.
(a)Change in Control. Upon a Change in Control, all of the Participant’s outstanding unvested awards of restricted stock (or similar time-based equity awards) granted under the LTIP shall become immediately vested and no longer subject to forfeiture and shall be settled in accordance with the terms of the applicable award agreement governing such awards.
(b)Qualifying Termination. Upon a Participant’s Qualifying Termination, subject to Section 5(c), such Participant will receive the Severance Benefits.
(c)Other Termination. In the event that a Participant’s employment is terminated, other than as the result of a Qualifying Termination, then such Participant shall not be entitled to receive the Severance Benefits or any other payments or benefits under this Plan. For the avoidance of doubt, a Participant shall not be entitled to receive the Severance Benefits or any other payments or benefits under this Plan in the event that such Participant’s employment is terminated by the Company for Cause or such Participant resigns without Good Reason (including as a result of a retirement), such Participant dies, such Participant’s employment terminates as a result of Disability or such Participant’s termination of employment occurs for any reason outside of the CIC Protection Period.
(d)Conditions to Severance Benefits. Payment of the Severance Benefits shall be subject to (i) the Participant’s execution and return to the Company (and non-revocation in any time provided by the Company to do so) of a general release of claims in a customary form provided by the Company (the “Release”) within the time period specified therein, and (ii) the Release becoming effective and irrevocable in accordance with its terms within sixty (60) days following the Participant’s Termination Date (the actual date that the Release becomes effective and irrevocable, the “Release Effective Date”).
6.Transition Services. In the event of a Change in Control, to the extent that a Participant agrees to provide interim transition services pursuant to a transition, retention or similar agreement with the Company or its successor or designee following the Closing, then the Participant shall be eligible to receive additional compensation for such services, separate from the Severance Benefits. The terms and amount of any such compensation shall be determined in connection with such Change in Control.
7.Administration.
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(a)Conflicts. In the event of any conflict or inconsistency between another document and the terms of the Plan, the terms and conditions of the Plan shall govern and control except as expressly provided for otherwise in such other document; provided, however, that a Participant’s Participation Agreement will govern their participation in the Plan to the extent of any conflict between a Participation Agreement and the Plan.
(b)Authority of the Committee. The Plan shall be administered by the Committee in its sole and absolute discretion, and all determinations by the Committee shall be final, binding and conclusive on all parties and be given the maximum possible deference allowed by law.
(c)Powers of the Committee. The Committee shall have the authority, consistent with the terms of the Plan, to (i) designate Participants, (ii) determine the terms and conditions relating to the Severance Benefit, if any, (iii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan, (iv) establish, amend, suspend or waive any rules and procedures with respect to the Plan, and (v) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan, including, without limitation, the timing and amount of payments. The Committee may delegate to one or more of the officers of the Company the authority to act on behalf of the Committee.
(d)Indemnification. The Company shall indemnify the Committee (and each individual acting on behalf of the Committee) against all liabilities, costs, and expenses reasonably incurred in connection with the performance of its duties under the Plan, except to the extent such liabilities, costs, or expenses result from the individual’s gross negligence or willful misconduct.
(e)Expenses. The Company shall pay all reasonable expenses incurred in the administration of the Plan.
8.Funding. The obligations of the Company under the Plan are not funded through contributions to a trust or otherwise, and all benefits shall be payable from the general assets of the Company. Nothing contained in the Plan shall give a Participant any right, title or interest in any property of the Company. Participants shall be mere unsecured creditors of the Company.
9.Section 409A.
(a)Compliance. Notwithstanding anything herein to the contrary, this Plan is intended to be interpreted and applied so that the payments and benefits set forth herein either shall be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of Section 409A of the Code, and accordingly, to the maximum extent permitted, this Plan shall be interpreted to be exempt from or in compliance with Section 409A of the Code. To the extent that the Company determines that any provision of this Plan would cause a Participant to incur any additional tax or interest under Section 409A of the Code, the Company shall be entitled to reform such provision to attempt to comply with or be exempt from Section 409A of the Code. To the extent that any provision hereof is modified in order to comply with Section 409A of the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Participants and the Company without violating the provisions of Section 409A of the Code. Notwithstanding any of the foregoing to the contrary, none of the
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Company or its subsidiaries or Affiliates or any of their officers, directors, members, employees, agents, advisors, predecessors, successors, or equity holders shall have any liability for the failure of this Plan to be exempt from, or to comply with, the requirements of Section 409A of the Code. Each payment and/or benefit provided hereunder shall be a payment in a series of separate payments for purposes of Section 409A of the Code.
(b)Separation from Service. Notwithstanding anything in this Plan to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan unless such termination is also a “separation from service” within the meaning of Section 409A of the Code.
(c)Specified Employee. Notwithstanding anything in this Plan to the contrary, if a Participant is deemed to be a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Participant’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code (whether under this Plan or any other plan, program or payroll practice) and which do not otherwise qualify under the exemptions under Treasury Regulations Section 1.409A-1 (including the short-term deferral exemption and the permitted payments under Treasury Regulations Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to Participant in a lump sum on the earlier of (i) the date which is six (6) months and one day after Participant’s “separation from service” (as such term is defined in Section 409A of the Code) for any reason other than death, and (ii) the date of Participant’s death.
10.Amendment or Termination. Except as otherwise provided in the applicable Participation Agreement, prior to a Closing, the Committee may amend or terminate the Plan at any time, without notice, and for any or no reason, except as prohibited by law. During the CIC Protection Period or at any time during the twelve (12) months thereafter, the Company and the Committee may not, without a Participant’s written consent, amend or terminate the Plan in any way, nor take any other action, that (i) prevents that Participant from becoming eligible for the Severance Benefits under the Plan, or (ii) reduces or alters to the detriment of the Participant the Severance Benefits payable, or potentially payable, to a Participant under the Plan (including imposing additional conditions).
11.At-Will Employment. Nothing in this Plan or any other act of the Company shall be considered effective to change a Participant’s status as an at-will employee or guarantee any duration of employment. Either the Company or a Participant may terminate the employment relationship at any time, for any reason or no reason, and with or without advance notice.
12.Transfer and Assignment. In no event may any Participant sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution, or other legal process. In no event may the Company assign its obligations under the Plan, except as provided in Section 14 or to a person or entity which is a credit-worthy affiliate.
13.Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
14.Successors. Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) shall assume the obligations under the Plan and
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agree expressly to perform the obligations under the Plan in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Plan, the term “Company” will include any successor to the Company’s business and/or assets which become bound by the terms of the Plan by operation of law, or otherwise.
15.Withholding; Taxes. The Company shall withhold from any Severance Benefits all federal, state and local income or other taxes required to be withheld therefrom and any other required payroll deductions.
16.Compensation. Benefits payable hereunder shall not constitute compensation under any other plan or arrangement, except as expressly provided in such plan or arrangement.
17.Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements, plans and instruments refer to such laws, regulations, contracts, agreements, plans and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in the Plan refer to United States dollars. The word “or” is not exclusive. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Plan, including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.”
18.Entire Agreement. This Plan and the Participation Agreements represent the entire agreement of the Company and the Participants with respect to the subject matter hereof and supersede all prior understandings, whether written or oral. This Plan replaces any and all severance pay plans, policies, practices, agreements, arrangements or programs, written or unwritten, that the Company or any predecessor employer of the Company may have had in effect for eligible Participants from time to time prior to the Effective Date. Notwithstanding anything to the contrary contained herein, in the event of any conflict between the terms and conditions of this Plan and the terms and conditions of any award agreement or other documentation between a Participant and the Company governing an equity award granted under the LTIP, as applicable, the terms and conditions that provide the Participant with the most favorable treatment (including with respect to any single trigger vesting provisions upon a Change in Control or double trigger vesting provisions upon a qualifying termination following a Change in Control, as applicable) shall control.
19.Governing Law. The provisions of the Plan will be construed, administered, and enforced in accordance with the laws of the State of Texas without regard to its choice of law provisions, except to the extent that Texas law is preempted by federal law (including by ERISA, which is the federal law that governs the Plan, the administration of the Plan and any claims made under the Plan). With respect to any claim or dispute related to or arising under this Plan, the Company and each Participant irrevocably submits to the jurisdiction, forum and venue of the state and federal courts located in Houston, Texas.
20.Certain Excise Taxes.
(a)Notwithstanding anything to the contrary in this Plan except for Section 20(b), if a Participant is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the Severance Benefit provided for under this Plan, together with any other payments and benefits which the Participant has the right to receive from the
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Company, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the Severance Benefit provided for under this Plan shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Participant from the Company will be one dollar ($1.00) less than three times the Participant’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Participant shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax position to the Participant (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the payments provided hereunder is necessary shall be made by a nationally recognized accounting or consulting firm selected by the Company in good faith. If a reduced payment is made or provided and through error or otherwise that payment, when aggregated with other payments and benefits from the Company used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Participant’s base amount, then the Participant shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Plan shall require the Company to be responsible for, or have any liability or obligation with respect to, the Participant’s excise tax liabilities under Section 4999 of the Code.
(b)Notwithstanding Section 20(a), the Company and Participants may, to the extent reasonably expected to reduce the after-tax impact of Sections 280G and 4999 of the Code with respect to any disqualified individual: (i) obtain third-party valuations of restrictive covenants, (ii) extend the terms or scope of existing restrictive covenants, (iii) enter into new restrictive covenants, (iv) restructure existing compensation arrangements, and (v) enter into new compensation arrangements, in each case, with such disqualified individual. The actions described in this Section 20(b) shall be taken prior to undertaking any reduction described in Section 20(a) for purposes of reducing or eliminating any parachute payments that would otherwise be subject to reduction under Section 20(a).
21.Claims Procedures.
(a)Filing a Claim. A Participant who believes they are entitled to Severance Benefits under the Plan may submit a written claim to the Committee. The claim must describe the nature of the benefit requested and the facts supporting the claim. A claim must be submitted within 90 days after the Participant knew or reasonably should have known of the facts giving rise to the claim.
(b)Initial Determination of a Claim. The Committee will review the claim and notify the claimant in writing of its decision within a reasonable period of time, generally within 60 days after receiving the claim. If the claim is denied in whole or in part, the notice will state the reason for the denial and the procedures for appealing the decision.
(c)Appeal of a Denied Claim. A claimant whose claim has been denied may submit a written request for review within 60 days after receiving the denial. The claimant may submit written comments or supporting materials. The Committee will review the appeal and notify the claimant in writing of its final decision within a reasonable period of time, generally within 60 days after receiving the request for review. The Committee’s decision on review is final and binding.
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(d)Committee Authority. The Committee has full discretionary authority to interpret the Plan, determine eligibility for benefits, decide all questions of fact and law arising under the Plan, and resolve all disputes relating to claims for benefits. All decisions of the Committee are final, conclusive, and binding on all parties.
(e)Representation. A claimant may, at their own expense, be represented by an attorney or other representative in connection with a claim or appeal.
(f)Limitations Period. A claimant must exhaust the claims and appeals procedures under this Section 21 before commencing any legal action relating to a claim for benefits. Any such legal action must be filed within six months after the Committee issues its final decision on review. In all events, no legal action may be commenced more than 30 months after the date the claimant knew or reasonably should have known the facts giving rise to the claim.
[Remainder of Page Intentionally Left Blank]
11
Exhibit A
Qualifying Termination | ||||||||
Tier | Severance Multiplier | COBRA Multiplier | ||||||
Tier 1 | 3.00 | 24 | ||||||
Tier 2 | 2.50 | 18 | ||||||
Tier 3 | 2.00 | 12 | ||||||
Tier 4 | 1.50 | 12 | ||||||
Tier 5* | 1.00 | 12 | ||||||
*Participants who executed a Participation Agreement prior to November 4, 2026 that specified a “Tier 4” Severance Multiplier and COBRA Multiplier each participate at a “Tier 5” level from and after such date, unless and until such Participant is redesignated to participate at a different level pursuant to a new or amended Participation Agreement.
Exhibit B
SOLARIS ENERGY INFRASTRUCTURE, INC.
AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN
AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN
FORM OF PARTICIPATION AGREEMENT
This Participation Agreement (this “Agreement”) is made and entered into by and between [●] (the “Participant”) and Solaris Energy Infrastructure, Inc. (the “Company”) effective as of ______________, 20____ (the “Effective Date”).
The Company maintains the Solaris Energy Infrastructure, Inc. Amended and Restated Executive Change in Control Severance Plan (as amended from time to time, the “Plan”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Plan. The Plan provides for potential severance payments and benefits in connection with a Participant’s Qualifying Termination.
By signing this Agreement, the Participant acknowledges and agrees that the Participant has read and understands all of the terms of the Plan and this Agreement and that the Participant agrees to participate in the Plan with a Tier [__] Severance Multiplier and COBRA Multiplier. The Participant acknowledges and agrees that such participation is subject to the terms and conditions of the Plan.
Miscellaneous:
(a)This Agreement shall be governed in all respects by the laws of the State of Texas without regard to the principles of conflict of law.
(b)This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(c)This Agreement and the Plan represent the entire agreement between the parties with respect to the subject matter hereof and may not be amended except in a writing signed by the Company and the Participant. If any dispute should arise under this Agreement, it shall be settled in accordance with the terms of the Plan.
(d)This Agreement shall be binding on the executors, heirs, administrators, successors and assigns of the Participant and the successors and assigns of Company and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of the Company.
(e)For the avoidance of doubt, any existing restrictive covenant agreement between Participant and the Company shall continue in full force and effect and is not superseded by this Agreement or the Plan.
[Signature page follows.]
IN WITNESS WHEREOF, the Participant and the Company hereto have executed this Agreement effective of the date set forth above.
SOLARIS ENERGY INFRASTRUCTURE, INC.
Name:
Title:
Date:
PARTICIPANT
Name:
Date:
Signature Page To
Participation Agreement
Participation Agreement
EXHIBIT 10.3
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is effective as of November 12, 2026 by and between Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Company”), and Jacob P. Gobar (“Indemnitee”).
RECITALS:
WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, (i) the Amended and Restated Bylaws of the Company (as may be amended, the “Bylaws”) requires indemnification of the officers and directors of the Company, (ii) Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”) and (iii) the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and the Amended and Restated Certificate of Incorporation of the Company (as may be amended, the “Certificate of Incorporation”) and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, (ii) Indemnitee may not be willing to serve or continue to serve as a director or officer of the Company without adequate protection, (iii) the Company desires Indemnitee to serve in such capacity, and (iv) Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.
EXHIBIT 10.3
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
Section 1. Definitions. (a) As used in this Agreement:
“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of (i) the Company or (ii) any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys’ fees, document and e-discovery costs, litigation expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. “Expenses” shall not include “Liabilities.”
“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member of a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to
EXHIBIT 10.3
represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or will be, or is threatened to be, involved as a party, witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any actual or alleged action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or inaction) on Indemnitee’s part while acting as director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement can be provided under this Agreement.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
Section 2. Indemnity in Third-Party Proceedings. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against
EXHIBIT 10.3
all Liabilities and Expenses suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of the Company to procure a judgment in its favor, which is provided for in Section 3 below), or any claim, issue or matter therein.
Section 3. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of the Company to procure a judgment in its favor, or any claim, issue or matter therein. No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.
Section 4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the fullest extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise a participant, including by a request to respond to discovery requests, receipt of a subpoena or similar demand for documents or testimony, in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6. Additional Indemnification. Notwithstanding any limitation in Sections 2, 3 or 4 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or reasonably incurred (and, in the case of retainers,
EXHIBIT 10.3
reasonably expected to be incurred) by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
Section 7. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (d), to advance Expenses to Indemnitee:
(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy;
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;
(c) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act;
(d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or
EXHIBIT 10.3
(e) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.
Section 8. Advancement. In accordance with the pre-existing requirements of the Bylaws, and notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by applicable law, the Expenses and Liabilities reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified by the Company. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Sections 7(a) or (d) hereof.
Section 9. Procedure for Notification and Defense of Claim.
(a) Indemnitee shall promptly notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement hereunder following the receipt by Indemnitee of written notice thereof (the date of such notification, the “Submission Date”). The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding, including any appeal therein. Any delay or failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved by the Company to defend Indemnitee in such Proceeding, at the sole expense of the Company (which approval shall not be
EXHIBIT 10.3
unreasonably withheld, conditioned or delayed), or (ii) have the Company assume the defense of Indemnitee in such Proceeding, in which case the Company shall assume the defense of such Proceeding with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so. If the Company is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for all fees and expenses of such legal counsel and otherwise of such defense. Such legal counsel may represent both Indemnitee and the Company (and any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion of legal counsel to Indemnitee, there is a conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the Company (or any such other party or parties). Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to engage separate counsel at its own expense. If the Company has responsibility for defense of a Proceeding, the Company shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and the Company shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10. Procedure Upon Application for Indemnification.
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Company holding a majority of the securities of the Company entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall, to the fullest extent permitted by law, be borne by the
EXHIBIT 10.3
Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Company), (ii) the Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (A) thirty (30) days after the Submission Date and (B) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11. Presumptions and Effect of Certain Proceedings.
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a
EXHIBIT 10.3
defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(d) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to the Company’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the stockholders of the Company.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
(e) Actions of Others. The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
Section 12. Remedies of Indemnitee.
(a) Subject to Section 12(d) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made
EXHIBIT 10.3
pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a prohibition of such indemnification under applicable law.
(d) The Company shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by applicable law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or the Bylaws, or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
EXHIBIT 10.3
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein; provided that, in absence of any such determination with respect to such Proceeding, the Company shall advance Expenses with respect to such Proceeding.
Section 13. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.
(a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. The Company shall not adopt any amendment or alteration to, or repeal of, the Certificate of Incorporation or the Bylaws, the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnification pursuant to this Agreement, the Certificate of Incorporation, the Bylaws or applicable law relative to such rights prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance provided by one or more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery
EXHIBIT 10.3
of any kind in respect of amounts paid by the Company hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess over any Indemnity Obligation of the Company or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement.
(c) The Company shall maintain an insurance policy or policies providing liability insurance providing reasonable and customary coverage as compared with similarly situated companies (as determined by the Board in its reasonable discretion) for directors, officers, employees, trustees, or agents of any Enterprise, and Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, trustee or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as the Company’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, the Company shall be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that the Company shall not be subrogated to the extent of any such payment of all rights of recovery of Indemnitee with respect to any Person with whom or which Indemnitee may be associated.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
EXHIBIT 10.3
Section 14. Duration of Agreement; Not Employment Contract. This Agreement shall continue until and terminate upon the latest of: (i) ten (10) years after the date that Indemnitee shall have ceased to serve as director, officer, employee or agent of the Company or any other Enterprise, (ii) one (1) year after the date of final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto or (iii) the expiration of all statutes of limitation applicable to possible Proceedings to which Indemnitee may be subject arising out of Indemnitee’s Corporate Status. The indemnification provided under this Agreement shall continue as to the Indemnitee even though he or she may have ceased to be a director or officer of the Company or of any of the Company’s direct or indirect subsidiaries or to have Corporate Status. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation or otherwise, to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director of the Company, by the Certificate of Incorporation, the Bylaws or the DGCL.
Section 15. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16. Enforcement.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to
EXHIBIT 10.3
serve as a director, officer, employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.
Section 18. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:
(i) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.
(ii) If to the Company to
Solaris Energy Infrastructure, Inc.
9651 Katy Freeway, Suite 300
Houston, Texas 77024
Attention: Board of Directors
or to any other address as may have been furnished to Indemnitee by the Company.
Section 19. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and transaction(s) giving cause to such
EXHIBIT 10.3
Proceeding; and (b) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20. Applicable Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.
Section 21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[Signature Page Follows]
EXHIBIT 10.3
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.
SOLARIS ENERGY INFRASTRUCTURE, INC. By: /s/ Cynthia M. Durrett Name: Cynthia M. Durrett Title: Chief Administrative Officer | INDEMNITEE By: /s/ Jacob P. Gobar Name: Jacob P. Gobar Title: Chief Accounting Officer | ||||
EXHIBIT 31.1
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, William A. Zartler, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Solaris Energy Infrastructure, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2026
| /s/ William A. Zartler | ||
| William A. Zartler | ||
| Chairman and Co-Chief Executive Officer (Co-Principal Executive Officer) | ||
EXHIBIT 31.2
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Amanda M. Brock, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Solaris Energy Infrastructure, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2026
| /s/ Amanda M. Brock | ||
| Amanda M. Brock | ||
| Co-Chief Executive Officer (Co-Principal Executive Officer) | ||
EXHIBIT 31.3
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Stephan E. Tompsett, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Solaris Energy Infrastructure, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2026
| /s/ Stephan E. Tompsett | ||
| Stephan E. Tompsett | ||
| Chief Financial Officer (Principal Financial Officer) | ||
Exhibit 32.1
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b)
OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, William A. Zartler, Chairman and Co-Chief Executive Officer of Solaris Energy Infrastructure, Inc. (the “Company”), hereby certify, to my knowledge, that:
(1)the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 6, 2026 | /s/ William A. Zartler | ||||||
| William A. Zartler | ||||||||
| Chairman and Co-Chief Executive Officer | ||||||||
Exhibit 32.2
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b)
OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Amanda M. Brock, Co-Chief Executive Officer of Solaris Energy Infrastructure, Inc. (the “Company”), hereby certify, to my knowledge, that:
(1)the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 6, 2026 | /s/ Amanda M. Brock | ||||||
| Amanda M. Brock | ||||||||
| Co-Chief Executive Officer | ||||||||
Exhibit 32.3
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b)
OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Stephan E. Tompsett, Chief Financial Officer of Solaris Energy Infrastructure, Inc. (the “Company”), hereby certify, to my knowledge, that:
(1)the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 6, 2026 | /s/ Stephan E. Tompsett | ||||||
| Stephan E. Tompsett | ||||||||
| Chief Financial Officer | ||||||||