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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (date of earliest event reported): February 25, 2026

 

 

 

Select Water Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38066   26-3685382
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer Identification No.)

 

1820 North I-35
Gainesville, Texas
76240
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (940) 668-1818

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Class A Common Stock, par value $0.01 per share   WTTR   New York Stock Exchange

NYSE Texas, Inc.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ¨

 

 

 

 

 

 

Item 8.01 Other Events

 

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2026, Select Water Solutions, Inc. (the “Company”) and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), entered into an underwriting agreement, dated February 19, 2026 (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, $175.0 million of its Class A common stock (the “Offering”) at the public offering price less underwriting discounts and commissions, with a 30-day option to purchase, at the public offering price less underwriting discounts, up to $26.25 million of additional shares of Class A Common Stock (the “Option”).

 

On February 23, 2026, the Underwriters exercised the Option in full, and the closing of the issuance and sale of the Option shares occurred on February 25, 2026. The issuance by the Company of the Option shares at a price of $12.75 per share resulted in additional gross proceeds of approximately $26.25 million, bringing the aggregate gross proceeds of the Offering to approximately $201.25 million.

 

The material terms of the Offering are described in the prospectus supplement, dated February 19, 2026 (the “Prospectus”), filed by the Company with the Commission on February 23, 2026, pursuant to Rule 424(b) under the Securities Act.

 

A copy of the legal opinion of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

EXHIBIT    DESCRIPTION
5.1   Opinion of Vinson & Elkins L.L.P.
23.1   Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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 hereunto duly authorized.

 

Date: February 25, 2026

 

SELECT WATER SOLUTIONS, INC.  
   
   
By: /s/ Christopher K. George  
  Christopher K. George  
  Executive Vice President and Chief Financial Officer  

 

 

 

 

Exhibit 5.1

 

 

February 25, 2026

 

Select Water Solutions, Inc.
1820 North I-35
Gainesville, Texas 76240  

 

Ladies and Gentlemen,

 

We have acted as counsel for Select Water Solutions, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the proposed issuance and sale by the Company of up to 15,784,315 shares (the “Shares”) of Class A Common Stock, par value $0.01 (the “Class A Common Stock”). The Shares are being offered, issued and sold pursuant to an Underwriting Agreement dated February 19, 2026 by and among the Company and J.P. Morgan Securities LLC and BofA Securities Inc. (the “Underwriting Agreement”).

 

We have participated in the preparation of a Prospectus Supplement dated February 19, 2026 (the “Prospectus Supplement”), forming part of a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026, which became effective upon its filing with the SEC (File No. 333-293586) (the “Registration Statement”), which also contains a base prospectus (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”). The Prospectus Supplement has been filed pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

 

In rendering the opinions set forth below, we have examined and relied upon (i) the Registration Statement and the Prospectus; (ii) the Fifth Amended and Restated Certificate of Incorporation of the Company; (iii) the Third Amended and Restated Bylaws of the Company; (iv) the Underwriting Agreement; (v) resolutions of the Board of Directors of the Company and of the Pricing Committee relating to the offering of the Shares; and (vi) such other certificates and other instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed.

 

In connection with this opinion, we have assumed that all Shares will be issued and sold in the manner stated in the Prospectus and the Underwriting Agreement.

 

Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that the Shares, when issued and delivered against payment therefor in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

 

The opinions expressed herein are qualified in the following respects:

 

A. We have assumed that (i) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original and all signatures on each such document are genuine, and (ii) each certificate from governmental officials reviewed by us is accurate, complete and authentic, and all official public records are accurate and complete.

 

Vinson & Elkins LLP Attorneys at Law Texas Tower, 845 Texas Avenue, Suite 4700
Austin Dallas Denver Dubai Dublin Houston London Houston, TX 77002
Los Angeles New York Richmond San Francisco Tokyo Washington Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com

 

 

 

 

B. This opinion is limited in all respects to the federal laws of the United States, the Delaware General Corporation Law and the Constitution of the State of Delaware, as interpreted by the courts of the State of Delaware and of the United States. We are expressing no opinion as to the effect of the laws of any other jurisdiction.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

 

  Sincerely,
   
  /s/ Vinson & Elkins L.L.P.