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| LEI | 529900MTK3C8Y8TIIC10 |
| CIK | 1697500 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Solaris Energy Infrastructure, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 19, 2026 |
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): May 15, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) (C |
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| May 12, 2026 |
EX-10.1 Exhibit 10.1 CREDIT AGREEMENT Dated as of May 12, 2026 among SOLARIS ENERGY INFRASTRUCTURE, LLC, as the Borrower, SOLARIS ENERGY INFRASTRUCTURE, INC., as Parent MUFG BANK, LTD., as Administrative Agent, CSC DELAWARE TRUST COMPANY, as Collateral Agent, and THE LENDERS AND L/C ISSUERS PARTY HERETO FROM TIME TO TIME MUFG BANK, LTD., BANCO SANTANDER, S.A., NEW YORK BRANCH, CANADIAN IMPERIAL BA |
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| May 12, 2026 |
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): May 12, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) (C |
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| May 12, 2026 |
EX-4.1 Exhibit 4.1 SOLARIS ENERGY INFRASTRUCTURE, LLC and EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of May 12, 2026 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee 6.375% Senior Notes due 2031 TABLE OF CONTENTS Page Article I. DEFINITIONS AND INCORPORATION BY REFERENCE; MEASURING COMPLIANCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 33 Section 1.03 Incorporation |
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| May 6, 2026 |
Solaris Energy Infrastructure, LLC 6.375% Senior Notes due 2031 Purchase Agreement EX-10.1 Exhibit 10.1 Execution Version Solaris Energy Infrastructure, LLC 6.375% Senior Notes due 2031 Purchase Agreement May 5, 2026 Goldman Sachs & Co. LLC, As representative of the several Purchasers named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Ladies and Gentlemen: Solaris Energy Infrastructure, LLC, a Delaware limited liability compan |
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| May 6, 2026 |
EX-99.1 Exhibit 99.1 Solaris Energy Infrastructure Announces Pricing of Offering of $1.3 Billion of 6.375% Senior Notes due 2031 May 5, 2026 HOUSTON—(BUSINESS WIRE)—Solaris Energy Infrastructure, Inc. (NYSE: SEI) (“Solaris” or the “Company”), today announced that Solaris Energy Infrastructure, LLC (the “Issuer”), a subsidiary of Solaris, has priced its offering (the “Offering”) of $1.3 billion agg |
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| May 6, 2026 |
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): May 5, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) (Co |
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| May 5, 2026 |
EX-99.1 Exhibit 99.1 Company Overview We provide modular and scalable equipment-based solutions for power generation, power control and distribution that provide power to data center, industrial, utility and other commercial end-markets. We also deliver services for the management of raw materials used in oil and natural gas well completions. Headquartered in Houston, Texas, Solaris delivers these |
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| May 5, 2026 |
Solaris Energy Infrastructure Announces Offering of $1.3 Billion of Senior Notes due 2031 EX-99.2 Exhibit 99.2 Solaris Energy Infrastructure Announces Offering of $1.3 Billion of Senior Notes due 2031 May 05, 2026 HOUSTON—(BUSINESS WIRE)—Solaris Energy Infrastructure, Inc. (NYSE: SEI) (“Solaris” or the “Company”), today announced that Solaris Energy Infrastructure, LLC (the “Issuer”), a subsidiary of Solaris, intends, subject to market and other conditions, to offer (the “Offering”) fo |
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| May 5, 2026 |
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): May 5, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) (Co |
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| May 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2026 (March 16, 2026) SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in charter) Delaware 001-38090 81-5223109 (State or other j |
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| May 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 March 31, 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: 0 |
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| April 28, 2026 |
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): April 24, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) (Com |
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| April 27, 2026 |
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): April 27, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| April 27, 2026 |
Exhibit 99.1 Solaris Energy Infrastructure Announces First Quarter 2026 Results, Updated Earnings Guidance, Signing Of Third Long-term Contract With Global Technology Company HOUSTON, Texas, April 27, 2026 — (BUSINESS WIRE) — Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”), today announced the following: First Quarter 2026 Summary Results and Key Updates •First Quarter |
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| April 13, 2026 |
As filed with the U.S. Securities and Exchange Commission on April 13, 2026 S-3ASR Table of Contents As filed with the U.S. Securities and Exchange Commission on April 13, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 81-5223109 (State or other jurisdicti |
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| April 13, 2026 |
Calculation of Filing Fee Tables S-3 Solaris Energy Infrastructure, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry |
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| April 8, 2026 |
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): April 8, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) ( |
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| April 8, 2026 |
AMENDMENT NO. 1 TO SENIOR SECURED TERM LOAN AGREEMENT EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SENIOR SECURED TERM LOAN AGREEMENT THIS AMENDMENT NO. 1 TO SENIOR SECURED TERM LOAN AGREEMENT , dated as of April 8, 2026 (this “Amendment”), is by and among SOLARIS ENERGY INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), SOLARIS ENERGY INFRASTRUCTURE, INC., a Delaware corporation (“Parent”), the Guarantors party |
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| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 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 SOLARIS ENERGY I |
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| April 1, 2026 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 20, 2026 |
EX-10.2 Exhibit 10.2 LOAN & SECURITY AGREEMENT THIS LOAN & SECURITY AGREEMENT, dated as of March 16, 2026 (this “Agreement”), is by PROJECT G BUYER, LLC (the “Borrower”), a limited liability company duly organized and existing under the laws of the State of Texas, in favor of Lenders (defined below) from time to time party hereto, ELDRIDGE ASSET FINANCE LLC, a Delaware limited liability company (“ |
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| March 20, 2026 |
EX-10.1 Exhibit 10.1 Execution Version SENIOR SECURED TERM LOAN AGREEMENT Dated as of March 16, 2026 SOLARIS ENERGY INFRASTRUCTURE, LLC, as Borrower, SOLARIS ENERGY INFRASTRUCTURE, INC., as Parent THE OTHER OBLIGORS PARTY HERETO, THE LENDERS PARTY HERETO AND GOLDMAN SACHS BANK USA, as Administrative Agent BANCO SANTANDER, S.A., NEW YORK BRANCH and GOLDMAN SACHS BANK USA, as Joint Lead Arrangers an |
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| March 20, 2026 |
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): March 16, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| March 20, 2026 |
EX-2.1 Exhibit 2.1 Execution Version SECURITIES PURCHASE AGREEMENT among SOLARIS ENERGY INFRASTRUCTURE, LLC, a Delaware limited liability company, as OpCo, PROJECT G BUYER, LLC, a Texas limited liability company, as the Buyer, each of the parties listed on the signature pages hereto as a Seller, FOCUS GENCO CAYMAN LTD., a Cayman Islands exempted company with limited liability, as the Company, ALAN |
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| February 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or o 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: 001-38 |
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| February 27, 2026 |
**Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. |
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| February 27, 2026 |
Solaris Energy Infrastructure, Inc. List of Subsidiaries Exhibit 21.1 Solaris Energy Infrastructure, Inc. List of Subsidiaries Name Jurisdiction of Organization Solaris Energy Infrastructure, LLC Delaware Solaris Oilfield Site Services Operating, LLC Texas Solaris Oilfield Early Property, LLC Texas Solaris Oilfield Site Services Personnel LLC Delaware Solaris Logistics, LLC Delaware Solaris Oilfield Technologies, LLC Delaware Solaris Transportation, LLC |
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| February 27, 2026 |
SOLARIS ENERGY INFRASTRUCTURE, INC. AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN Exhibit 10.22 SOLARIS ENERGY INFRASTRUCTURE, INC. AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN 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 th |
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| February 24, 2026 |
Exhibit 99.1 Solaris Energy Infrastructure Announces Fourth Quarter and Full Year 2025 Results, Updated Earnings Guidance, Power Contracting Progress, Continued Shareholder Returns HOUSTON, Texas, February 24, 2026 — (BUSINESS WIRE) — Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”), today announced fourth quarter 2025 financial and operational results and provided updat |
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| February 24, 2026 |
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 24, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporatio |
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| February 17, 2026 |
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 12, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) ( |
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| February 17, 2026 |
EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of February 12, 2026 by and between Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Company”), and Stephan E. Tompsett (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time- |
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| February 12, 2026 |
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 12, 2026 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) ( |
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| November 6, 2025 |
THIRD Amendment TO LOAN, SECURITY AND GUARANTY AGREEMENT Exhibit 10.1 THIRD Amendment TO LOAN, SECURITY AND GUARANTY AGREEMENT THIRD Amendment TO LOAN, SECURITY AND GUARANTY AGREEMENT (this “Amendment”), dated as of October 6, 2025, to the Loan, Security and Guaranty Agreement, dated as of October 2, 2024 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”), among SOLARIS ENERGY INFRASTRUCTURE |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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, 2025 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 Numbe |
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| November 3, 2025 |
Exhibit 99.1 Solaris Energy Infrastructure Announces Third Quarter 2025 Results, Updated Earnings Guidance, Continued Shareholder Returns, and Power Solutions Growth Update HOUSTON, Texas, November 3, 2025 — (BUSINESS WIRE) — Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”), today announced third quarter 2025 financial and operational results and provided updated earning |
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| November 3, 2025 |
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): November 3, 2025 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation |
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| October 17, 2025 |
Amanda Brock Joins Solaris Energy Infrastructure as Co-Chief Executive Officer EX-99.1 Exhibit 99.1 Amanda Brock Joins Solaris Energy Infrastructure as Co-Chief Executive Officer HOUSTON, Texas, October 15, 2025 — (BUSINESS WIRE) — Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”) today announced that Amanda Brock has been named Co-Chief Executive Officer of the Company, effective October 16, 2025. She will serve alongside Bill Zartler, who will con |
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| October 17, 2025 |
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): October 15, 2025 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) (C |
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| October 17, 2025 |
EX-10.2 Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of October 16, 2025 by and between Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Company”), and Amanda M. Brock (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consu |
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| October 8, 2025 |
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): October 6, 2025 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| October 8, 2025 |
$650,000,000 0.25% Convertible Senior Notes due 2031 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-290735 PROSPECTUS SUPPLEMENT (To Prospectus dated October 6, 2025) $650,000,000 0.25% Convertible Senior Notes due 2031 We are offering $650,000,000 aggregate principal amount of our 0.25% convertible senior notes due 2031 (the “notes”). In addition, we have granted the underwriters an option to purchase, for settlement within a period of |
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| October 8, 2025 |
Conversion Settlement Date/Repayment Date EX-10.1 Exhibit 10.1 From: [ ] To: Solaris Energy Infrastructure, Inc. 9651 Katy Freeway, Suite 300 Houston, Texas 77024 Attention: [ ] Email: [ ] Date: [ ] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Solaris Energy Infrastructu |
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| October 8, 2025 |
EX-1.1 Exhibit 1.1 $650,000,000 SOLARIS ENERGY INFRASTRUCTURE, INC. 0.25% CONVERTIBLE SENIOR NOTES DUE 2031 UNDERWRITING AGREEMENT October 6, 2025 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representative of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Solaris Energy Infrastructure, Inc., a Delaware corporation (the |
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| October 8, 2025 |
Calculation of Filing Fee Tables S-3 Solaris Energy Infrastructure, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry |
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| October 8, 2025 |
EX-4.2 Exhibit 4.2 SOLARIS ENERGY INFRASTRUCTURE, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee ————————————————————— SECOND SUPPLEMENTAL INDENTURE Dated as of October 8, 2025 ————————————————————— 0.25% Convertible Senior Notes due 2031 CROSS REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) 10.09 (a)(2) 10.09 (a)(3) N/A (a)(4) N/A (a |
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| October 8, 2025 |
1,800,000 Shares Solaris Energy Infrastructure, Inc. Class A Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-290735 PROSPECTUS SUPPLEMENT (To Prospectus dated October 6, 2025) 1,800,000 Shares Solaris Energy Infrastructure, Inc. Class A Common Stock This prospectus supplement relates to the offer and short sale of 1,800,000 shares of our Class A common stock, par value $0.01 per share (“Class A common stock”), by Morgan Stanley |
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| October 8, 2025 |
EX-1.2 Exhibit 1.2 Solaris Energy Infrastructure, Inc. Class A common stock, par value $0.01 per share UNDERWRITING AGREEMENT October 6, 2025 To the Representative named in Schedule I hereto for the Underwriters named in Schedule II hereto Ladies and Gentlemen: Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Company”), is entering into this Agreement with the several underwriters |
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| October 8, 2025 |
Calculation of Filing Fee Tables S-3 Solaris Energy Infrastructure, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry |
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| October 7, 2025 |
FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| October 7, 2025 |
FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| October 6, 2025 |
Subject to Completion, dated October 6, 2025 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-290735 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell, nor a solicitation of an offer to buy, the notes in any jurisdiction where the offer or sale is not permitted. Subject to Co |
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| October 6, 2025 |
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): October 6, 2025 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| October 6, 2025 |
As filed with the U.S. Securities and Exchange Commission on October 6, 2025. S-3ASR As filed with the U.S. Securities and Exchange Commission on October 6, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 81-5223109 (State or other jurisdiction of incorpor |
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| October 6, 2025 |
Calculation of Filing Fee Tables S-3 Solaris Energy Infrastructure, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry |
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| October 6, 2025 |
Subject to Completion, dated October 6, 2025 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-290735 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell, nor a solicitation of an offer to buy, the notes in any jurisdiction where the offer or sale is not permitted. Subject to Co |
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| October 6, 2025 |
EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact Name of Registrant as Specified in its Charter) 91-18210 |
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| August 1, 2025 |
Certain identified information in this Agreement denoted with “[***]” has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and of the type that the registrant treats as private and confidential. |
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| August 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 June 30, 2025 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: 00 |
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| August 1, 2025 |
Exhibit 10.4 **Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted. ** AMENDED AND RESTATED MASTER EQUIPMENT RENTAL AGREEMENT THIS AMENDED AND RESTATED MASTER EQUIPMENT RENTAL AGREEMENT (this “Agre |
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| August 1, 2025 |
AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of June 27, 2023, to that certain Tax Receivable Agreement, dated as of May 17, 2017 (the “Agreement”), by and among Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents. Capitalized terms used but not defined herein have the meanings giv |
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| July 30, 2025 |
New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com July 30, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Texas certifies its approval for listing and registration of the Class A common stock, par value $0.01 per share, of Solaris |
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| July 30, 2025 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 81-5223109 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| July 24, 2025 |
Exhibit 99.1 Solaris Energy Infrastructure Announces Second Quarter 2025 Results, Updated Earnings Guidance and Continued Shareholder Returns HOUSTON, Texas, July 23, 2025 — (BUSINESS WIRE) — Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”), today announced second quarter 2025 financial and operational results and updated earnings guidance. Second Quarter 2025 Summary Re |
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| July 24, 2025 |
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): July 23, 2025 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) ( |
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| May 29, 2025 |
Loan and Security Agreement, dated May 23, 2025. EX-10.1 2 d87632dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT, dated as of May 23, 2025 (this “Agreement”), is among STATELINE POWER, LLC (the “Borrower”), a limited liability company duly organized and existing under the laws of the State of Texas and having its principal place of business and chief executive office at 9651 Katy Fre |
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| May 29, 2025 |
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): May 23, 2025 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) (Commi |
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| May 20, 2025 |
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): May 15, 2025 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) (Commi |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 March 31, 2025 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: 0 |
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| May 2, 2025 |
EX-FILING FEES Exhibit 107 Calculation of Fling Fee Tables Form S-3 (Form Type) Solaris Energy Infrastructure, Inc. |
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| May 2, 2025 |
Exhibit 4.1 SOLARIS ENERGY INFRASTRUCTURE, INC. to U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of May 2, 2025 SENIOR DEBT SECURITIES SOLARIS ENERGY INFRASTRUCTURE, INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939, as amended Trust Indenture Act Section Indenture Section Section 310(a)(1) 609 (a) |
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| May 2, 2025 |
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): May 1, 2025 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) (Co |
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| May 2, 2025 |
Exhibit 1.1 $135,000,000 SOLARIS ENERGY INFRASTRUCTURE, INC. 4.75% CONVERTIBLE SENIOR NOTES DUE 2030 UNDERWRITING AGREEMENT May 1, 2025 May 1, 2025 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representative of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Solaris Energy Infrastructure, Inc., a Delaware corporation (the |
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| May 2, 2025 |
$135,000,000 4.75% Convertible Senior Notes due 2030 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286868 PROSPECTUS SUPPLEMENT (To Prospectus dated April 30, 2025) $135,000,000 4.75% Convertible Senior Notes due 2030 We are offering $135,000,000 aggregate principal amount of our 4.75% convertible senior notes due 2030 (the “notes”). In addition, we have granted the underwriters an option, which is exercisable within 30 day |
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| May 2, 2025 |
Exhibit 1.2 Solaris Energy Infrastructure, Inc. Class A common stock, par value $0.01 per share UNDERWRITING AGREEMENT May 1, 2025 May 1, 2025 To the Representative named in Schedule I hereto for the Underwriters named in Schedule II hereto Ladies and Gentlemen: Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Company”), is entering into this Agreement with the several underwriter |
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| May 2, 2025 |
1,193,521 Shares Solaris Energy Infrastructure, Inc. Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-283308 PROSPECTUS SUPPLEMENT (To Prospectus dated November 25, 2024) 1,193,521 Shares Solaris Energy Infrastructure, Inc. Class A Common Stock This prospectus supplement relates to the offer and short sale of 1,193,521 shares of our Class A common stock, par value $0.01 per share (“Class A common stock”), by Morgan Stanley & C |
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| May 2, 2025 |
Exhibit 4.2 EXECUTION VERSION SOLARIS ENERGY INFRASTRUCTURE, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 2, 2025 4.75% Convertible Senior Notes due 2030 CROSS REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) 10.09 (a)(2) 10.09 (a)(3) N/A (a)(4) N/A (a)(5) N/A (b) 10.09, 10.03 (c) N/A 311 (a) 10.03 (b) 10.03 |
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| May 1, 2025 |
SUBJECT TO COMPLETION DATED APRIL 30, 2025 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-283308 This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and Exchange Commission but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities described herein and ar |
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| May 1, 2025 |
Subject to Completion, dated April 30, 2025 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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| May 1, 2025 |
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| May 1, 2025 |
FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| April 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Solaris Energy Infrastructure, Inc. |
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| April 30, 2025 |
Revolver Amendment, dated April 28, 2025. Exhibit 10.2 SECOND AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT SECOND AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT (this “Amendment”), dated as of April 28, 2025, to the Loan, Security and Guaranty Agreement, dated as of October 2, 2024 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”), among SOLARIS ENERGY INFRASTRUCTUR |
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| April 30, 2025 |
Exhibit 10.1 Certain identified information in this Agreement denoted with “[***]” has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and of the type that the registrant treats as private and confidential. SECOND AMENDMENT TO AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of April 28, 2025 (this “Second Amendment”), |
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| April 30, 2025 |
Form of Indenture for Senior Debt Securities. Exhibit 4.1 SOLARIS ENERGY INFRASTRUCTURE, INC. to U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of [ ] [ ], 20[ ] SENIOR DEBT SECURITIES SOLARIS ENERGY INFRASTRUCTURE, INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939, as amended Trust Indenture Act Section Indenture Section Section 310(a)(1) 6 |
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| April 30, 2025 |
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): April 28, 2025 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| April 30, 2025 |
Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture. Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| April 30, 2025 |
As filed with the U.S. Securities and Exchange Commission on April 30, 2025 Table of Contents As filed with the U.S. Securities and Exchange Commission on April 30, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 81-5223109 (State or other jurisdiction of |
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| April 29, 2025 |
Exhibit 99.1 Solaris Energy Infrastructure Announces First Quarter 2025 Results, Signing of Joint Venture, Power Solutions Contract and Fleet Growth HOUSTON, Texas, April 28, 2025 — (BUSINESS WIRE) — Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”), today announced significant continued momentum within its business, along with first quarter 2025 financial and operational |
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| April 29, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 28, 2025 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 4, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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 SOLARIS ENERGY |
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| April 3, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On September 11, 2024 (the “Closing Date”), Solaris Energy Infrastructure, Inc. (“Solaris, Inc.”), and Solaris Energy Infrastructure, LLC (“Solaris, LLC” and collectively with Solaris, Inc., “Solaris”), completed its acquisition of Mobile Energy Rental LLC (“MER”) in accordance with the Contribution Agreement dated Ju |
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| April 3, 2025 |
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): April 3, 2025 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) ( |
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| March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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: 001-38 |
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| March 5, 2025 |
List of Subsidiaries of Solaris Oilfield Infrastructure, Inc. Exhibit 21.1 Solaris Oilfield Infrastructure, Inc. List of Subsidiaries Name Jurisdiction of Organization Mobile Energy Rentals LLC Texas Solaris Oilfield Infrastructure, LLC Delaware Solaris Oilfield Site Services Operating, LLC Texas Solaris Oilfield Early Property, LLC Texas Solaris Oilfield Site Services Personnel LLC Delaware Solaris Logistics, LLC Delaware Solaris Oilfield Technologies LLC D |
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| March 5, 2025 |
EXHIBIT 10.36 First Amendment, CONSENT and waiver TO LOAN, SECURITY AND GUARANTY AGREEMENT First Amendment, CONSENT and waiver TO LOAN, SECURITY AND GUARANTY AGREEMENT (this “Amendment”), dated as of December 19, 2024, to the Loan, Security and Guaranty Agreement, dated as of October 2, 2024 (the “Loan Agreement”), among SOLARIS ENERGY INFRASTRUCTURE, LLC, a Delaware limited liability company (“In |
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| March 5, 2025 |
Transition Agreement (Kelly L. Price). EXHIBIT 10.38 Re: Transition Agreement Dear Kelly: This letter agreement (this “Agreement”) is entered into between Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Company” and collectively with you, the “Parties”) and you to confirm certain understandings with respect to the terms of your continued employment with the Company following your announcement of your retirement from e |
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| March 5, 2025 |
EXHIBIT 10.34 FIRST AMENDMENT TO AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 9, 2024 (this “First Amendment”), is by and among the lenders signatory hereto (collectively, the “Required Lenders”), Solaris Energy Infrastructure, LLC (f/k/a Solaris Oilfield Infrastructure, LLC), a Delaware limited liability company (“Borrower”), Solaris Energy Infrastructure, Inc. (f/k/a |
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| March 5, 2025 |
Solaris Energy Infrastructure, Inc.’s Insider Trading Policy. Exhibit 19.1 SOLARIS ENERGY INFRASTRUCTURE, INC. insider Trading Policy (Adopted May 11, 2017, Amended as of June 2018 and August 2024) This Insider Trading Policy (this “Policy”) is designed to provide guidance to directors, officers, employees and consultants of Solaris Energy Infrastructure, Inc. (the “Company”) with respect to transactions in the Company’s securities (such as common stock, opt |
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| February 21, 2025 |
Exhibit 99.1 Solaris Energy Infrastructure Announces Fourth Quarter and Full Year 2024 Results, New Power Solutions Equipment Orders and Long-term Contract, and Continued Shareholder Returns for First Quarter 2025 HOUSTON, Texas, February 20, 2025 — (BUSINESS WIRE) — Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”), today announced significant continued momentum within i |
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| February 21, 2025 |
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 20, 2025 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporatio |
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| February 7, 2025 |
EX-99 3 Item7.txt ITEM 7 BlackRock Advisors, LLC BlackRock Asset Management Canada Limited BlackRock Financial Management, Inc. BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association BlackRock Investment Management, LLC *Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. |
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| February 7, 2025 |
EX-99 3 Item7.txt ITEM 7 BlackRock Advisors, LLC BlackRock Asset Management Canada Limited BlackRock Financial Management, Inc. BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association BlackRock Investment Management, LLC *Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. |
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| February 7, 2025 |
EX-99 3 Item7.txt ITEM 7 BlackRock Advisors, LLC BlackRock Asset Management Canada Limited BlackRock Financial Management, Inc. BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association BlackRock Investment Management, LLC *Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. |
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| February 7, 2025 |
EX-24 2 PowerOfAttorney.txt POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, James Raby, Daniel Riemer, David |
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| February 7, 2025 |
EX-24 2 PowerOfAttorney.txt POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, James Raby, Daniel Riemer, David |
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| February 7, 2025 |
EX-24 2 PowerOfAttorney.txt POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, James Raby, Daniel Riemer, David |
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| February 5, 2025 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of January 30, 2025 by and between Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Company”), and M. Max Yzaguirre (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming li |
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| February 5, 2025 |
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): January 30, 2025 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation |
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| February 5, 2025 |
Solaris Energy Infrastructure Announces the Addition of Max Yzaguirre to its Board of Directors Exhibit 99.1 Solaris Energy Infrastructure Announces the Addition of Max Yzaguirre to its Board of Directors HOUSTON, January 30, 2025 (BUSINESS WIRE) – Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”) announced today that Mr. Max Yzaguirre has been named as an independent member of the Company’s Board of Directors (the “Board”), effective January 30, 2025. With the addi |
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| February 3, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Solaris Energy Infrastructure, Inc. |
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| February 3, 2025 |
As filed with the U.S. Securities and Exchange Commission on February 3, 2025 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 3, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 81-5223109 (State or other jurisdiction of |
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| January 8, 2025 |
SEI / Solaris Energy Infrastructure, Inc. / BlackRock, Inc. - POWER OF ATTORNEY begin 644 POA.pdf M)5!$1BTQ+C<*"C0@,"!O8FH**$ED96YT:71Y*0IE;F1O8FH*-2 P(&]B:@HH M061O8F4I"F5N9&]B:@HX(# @;V)J"CP\"B]&:6QT97(@+T9L871E1&5C;V1E M"B],96YG=&@@,3@P-3,*+TQE;F=T:#$@-#4V-38*+U1Y<&4@+U-T]QPZ1L=H1AI)(XUF-#I&TNB6K,.2/-9M M6Y)EV98E&]N29?G"%[;!-HW75U\TT&B0QEX6]^Z>%X'4A2>N1UI5$?OPL5'YAV<@^<]*,[I6+RT MN;VEZC&B>VXCLNQ;N+BT8N2F?08TN0UAT:V#&^ON7[6$:+H9XG4>T?.V>7V M9]&/B3(:4+YGW?;U6]:4C%] % ?X\9;UP |
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| January 7, 2025 |
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): December 31, 2024 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporatio |
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| December 11, 2024 |
Exhibit 1.1 Execution Version 6,500,000 Shares SOLARIS ENERGY INFRASTRUCTURE, INC. Class A common stock UNDERWRITING AGREEMENT December 10, 2024 SANTANDER US CAPITAL MARKETS LLC, As Representative of the Several Underwriters, c/o Santander US Capital Markets LLC 437 Madison Avenue New York, New York 10022 Ladies and Gentlemen: 1. Introductory. Solaris Energy Infrastructure, Inc., a Delaware corpo |
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| December 11, 2024 |
6,500,000 Shares Solaris Energy Infrastructure, Inc. Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-283308 PROSPECTUS SUPPLEMENT (To Prospectuses dated November 25, 2024) 6,500,000 Shares Solaris Energy Infrastructure, Inc. Class A Common Stock We are offering 6,500,000 shares of our Class A common stock, par value $0.01 per share (“Class A common stock”). Unless otherwise stated or the context otherwise indicates, all refer |
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| December 11, 2024 |
Exhibit 99.1 Solaris Energy Infrastructure, Inc. Announces Pricing of Underwritten Public Offering of Class A Common Stock Houston, Texas, December 10, 2024 – Solaris Energy Infrastructure, Inc. (“Solaris” or the “Company”) (NYSE: SEI) today announced the pricing of its underwritten public offering of 6,500,000 shares of its Class A common stock, par value $0.01 per share (“Class A common stock”), |
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| December 11, 2024 |
Regulation FD Disclosure, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OF 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2024 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporatio |
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| December 9, 2024 |
SUBJECT TO COMPLETION DATED DECEMBER 9, 2024 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-283308 This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and Exchange Commission but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectuses are not an offer to sell the securities described herein and are no |
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| November 25, 2024 |
Solaris Energy Infrastructure, Inc. 12,294,549 Shares of Class A Common Stock 424B4 1 d880001d424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-283308 PROSPECTUS Solaris Energy Infrastructure, Inc. 12,294,549 Shares of Class A Common Stock The securities to be offered and sold using this prospectus includes 12,294,549 shares of Class A common stock, par value $0.01 per share (the “Class A common stock”) issuable upon redemption of units in Solaris Energy |
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| November 25, 2024 |
Solaris Energy Infrastructure, Inc. Class A Common Stock Preferred Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-283308 PROSPECTUS Solaris Energy Infrastructure, Inc. $500,000,000 Class A Common Stock Preferred Stock From time to time we may offer and sell the following securities: • Shares of Class A common stock, par value $0.01 per share (“Class A common stock”); and • Shares of preferred stock, par value $0.01 per share (“preferred s |
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| November 21, 2024 |
9651 Katy Freeway, Suite 300 Houston, Texas 77024 (281) 501-3070 CORRESP 9651 Katy Freeway, Suite 300 Houston, Texas 77024 (281) 501-3070 November 21, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N. |
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| November 21, 2024 |
November 21, 2024 William Zartler Chief Executive Officer Solaris Energy Infrastructure, Inc. |
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| November 18, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Solaris Energy Infrastructure, Inc. |
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| November 18, 2024 |
EX-99.1 Exhibit 99.1 Mobile Energy Rentals, LLC Financial Statements As of December 31, 2023 and 2022, for the Year Ended December 31, 2023, and the Period from February 23, 2022 (Inception) to December 31, 2022 Independent Auditor’s Report To the Members of Mobile Energy Rentals, LLC Houston, Texas Opinion We have audited the financial statements of Mobile Energy Rentals, LLC (the “Company”), whi |
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| November 18, 2024 |
As filed with the U.S. Securities and Exchange Commission on November 18, 2024 S-3 Table of Contents As filed with the U.S. Securities and Exchange Commission on November 18, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 81-5223109 (State or other jurisdic |
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| November 18, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On September 11, 2024, Solaris Energy Infrastructure, Inc. (“Solaris, Inc.” or “Acquiror Parent”), the managing member of Solaris Energy Infrastructure, LLC (“Solaris, LLC”) (hereinafter, collectively “Solaris”), together with Solaris, LLC, completed its acquisition of Mobile Energy Rentals, LLC (“MER”) in accordance |
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| November 18, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 18, 2024 (September 11, 2024) Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other juris |
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| November 18, 2024 |
The accompanying notes are an integral part of these unaudited financial statements. EX-99.2 Exhibit 99.2 Mobile Energy Rentals, LLC Condensed Interim Balance Sheets (Unaudited) As of June 30, 2024 and December 31, 2023 June 30, 2024 December 31, 2023 Assets Current assets: Cash $ 2,932,250 $ 943,275 Accounts receivable, net 2,090,763 591,158 Unbilled receivables 1,643,679 355,585 Prepaid expenses and other current assets 72,607 4,441 Total current assets 6,739,299 1,894,459 Noncu |
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| November 14, 2024 |
SEI / Solaris Energy Infrastructure, Inc. / Encompass Capital Advisors LLC Passive Investment SC 13G/A 1 encompass-sei093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Solaris Oilfield Infrastructure, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 83418M103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stat |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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, 2024 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 Numbe |
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| November 4, 2024 |
Exhibit 99.1 Solaris Energy Infrastructure Announces Third Quarter 2024 Results, New Power Solutions Contracts, and Continued Shareholder Returns for Fourth Quarter 2024 HOUSTON, Texas, November 4, 2024 — (BUSINESS WIRE) — Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”), today announced third quarter 2024 financial and operational results. Third Quarter 2024 Summary Res |
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| November 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 4, 2024 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation |
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| October 8, 2024 |
Solaris Announces Transition Plan for Chief Operating Officer Role Exhibit 99.1 Solaris Announces Transition Plan for Chief Operating Officer Role HOUSTON, October 3, 2024 (BUSINESS WIRE) – Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”) today announced that Kelly Price, Chief Operating Officer (COO), will be retiring from the Company, effective December 31, 2024. Mr. Price has served as Solaris’ COO since early 2017 and will continue |
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| October 8, 2024 |
Exhibit 10.2 ABL / TERM INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT (this “Agreement”), dated as of October 2, 2024, among BANK OF AMERICA, N.A., as ABL Representative (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), SILVER POINT FINANCE, LLC, as Term Loan Representative (in suc |
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| October 8, 2024 |
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): October 2, 2024 Solaris Energy Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| October 8, 2024 |
Exhibit 10.1 LOAN, SECURITY AND GUARANTY AGREEMENT Dated as of October 2, 2024 SOLARIS ENERGY INFRASTRUCTURE, LLC, SOLARIS OILFIELD SITE SERVICES OPERATING, LLC, SOLARIS OILFIELD EARLY PROPERTY, LLC, SOLARIS OILFIELD SITE SERVICES PERSONNEL LLC, SOLARIS LOGISTICS, LLC, SOLARIS OILFIELD TECHNOLOGIES, LLC, SOLARIS TRANSPORTATION, LLC, and MOBILE ENERGY RENTALS LLC, as Borrowers, SOLARIS ENERGY INFRA |
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| September 17, 2024 |
Exhibit 10.4 Execution Version SENIOR SECURED TERM LOAN AGREEMENT Dated as of September 11, 2024 SOLARIS ENERGY INFRASTRUCTURE, LLC, as Borrower, SOLARIS ENERGY INFRASTRUCTURE, INC., as Parent THE OTHER OBLIGORS PARTY HERETO, THE LENDERS PARTY HERETO AND BANCO SANTANDER, S.A. NEW YORK BRANCH, as Administrative Agent SILVER POINT FINANCE, LLC, as Collateral Agent and Documentation Agent BANCO SANTA |
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| September 17, 2024 |
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): September 11, 2024 SOLARIS ENERGY INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporati |
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| September 17, 2024 |
Exhibit 3.2 FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS OF SOLARIS OILFIELD INFRASTRUCTURE, INC. This Amendment No. 1 (this “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Corporation”), is effective as of September 11, 2024 (the “Effective Date”). WHEREAS, the members of the Board of Directors of the Corporat |
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| September 17, 2024 |
Exhibit 10.1 Execution Version Lock-Up Agreement September 11, 2024 Solaris Oilfield Infrastructure, Inc. 9651 Katy Freeway, Suite 300 Houston, TX 77024 Attention: Christopher Powell Email: [email protected] Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Contribution Agreement, dated as of July |
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| September 17, 2024 |
Exhibit 99.1 Solaris Completes Acquisition of Mobile Energy Rentals and Renames to “Solaris Energy Infrastructure” HOUSTON, September 11, 2024 (BUSINESS WIRE) – Solaris Energy Infrastructure, Inc. (NYSE:SEI) (f/k/a Solaris Oilfield Infrastructure, Inc. (NYSE:SOI)) (“Solaris” or the “Company”) announced today the completion of its acquisition of Mobile Energy Rentals LLC (“MER”). In connection with |
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| September 17, 2024 |
Exhibit 3.1 CERTIFICATE OF SECOND AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOLARIS OILFIELD INFRASTRUCTURE, INC. SOLARIS OILFIELD INFRASTRUCTURE, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Solaris Oilfield Infrastructure |
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| September 17, 2024 |
Exhibit 10.3 FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLARIS OILFIELD INFRASTRUCTURE, LLC This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLARIS OILFIELD INFRASTRUCTURE, LLC (this “Amendment”), dated as of September 11, 2024, is adopted, executed and agreed to, for good and valuable consideration, by |
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| September 17, 2024 |
Exhibit 10.2 Execution Version Lock-Up Agreement September 11, 2024 Solaris Oilfield Infrastructure, Inc. 9651 Katy Freeway, Suite 300 Houston, TX 77024 Attention: Christopher Powell Email: [email protected] Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Contribution Agreement, dated as of July |
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| September 13, 2024 |
EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of the Class A Common Stock, par value $0.01 per share, of |
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| September 13, 2024 |
SC 13D 1 sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Solaris Energy Infrastructure, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 83418M103 (CUSIP Number) John Tuma 327 N. Commerce Street Centerville, Texas 75833 (909) 39 |
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| September 13, 2024 |
EX-99 2 ex99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of the Class A Common Stock, par value $0.01 per share, of So |
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| September 13, 2024 |
SOI / Solaris Oilfield Infrastructure, Inc. / J. Turbines, Inc. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Solaris Energy Infrastructure, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 83418M103 (CUSIP Number) John A. Johnson 2929 Buffalo Speedway, A1204 Houston, Texas 77098 (713) 254-9299 (Name, Address an |
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| September 3, 2024 |
Exhibit 10.1 SECOND AMENDMENT TO THE SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG TERM INCENTIVE PLAN THIS SECOND AMENDMENT (the “Second Amendment”) to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (as amended from time to time, the “Plan”), has been adopted by the board of directors (the “Board”) of Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”). |
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| September 3, 2024 |
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): August 30, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporatio |
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| August 9, 2024 |
DEFA14A 1 d746940ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commissio |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 June 30, 2024 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: 00 |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation |
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| August 8, 2024 |
Exhibit 99.1 Solaris Oilfield Infrastructure Announces Second Quarter 2024 Results and Continued Shareholder Returns for Third Quarter 2024 Second Quarter 2024 Summary Results and Highlights ● Revenue of $74 million ● Net income of $10 million and $0.20 per diluted Class A share; Adjusted pro forma net income* of $6 million and $0.13 per fully diluted share ● Adjusted EBITDA* of $21 million ● Gene |
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| August 7, 2024 |
August 7, 2024 William Zartler Chief Executive Officer Solaris Oilfield Infrastructure, Inc. |
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| August 7, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confi |
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| August 7, 2024 |
Solaris Oilfield Infrastructure, Inc. 9651 Katy Freeway, Suite 300 Houston, Texas 77024 Solaris Oilfield Infrastructure, Inc. 9651 Katy Freeway, Suite 300 Houston, Texas 77024 August 7, 2024 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Solaris Oilfield Infrastructure, Inc. Preliminary Proxy Statement on Schedule 14A Filed July 26, 2024 File No. 0 |
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| August 6, 2024 |
August 6, 2024 William Zartler Chief Executive Officer Solaris Oilfield Infrastructure, Inc. |
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| August 5, 2024 |
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): July 30, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| August 5, 2024 |
Exhibit 10.1 Execution Version SECURED DEMAND NOTE $29,750,000.00 July 30, 2024 1. For value received, and on demand, or if no demand be sooner made, then on the Maturity Date, the undersigned, Mobile Energy Rentals LLC, a Texas limited liability company having an office at 2929 Buffalo Speedway, A1204, Houston, Texas 77098 (the “Maker”), promises to pay to the order of Solaris Oilfield Infrastruc |
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| August 5, 2024 |
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): July 30, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| August 5, 2024 |
Secured Demand Note, dated July 30, 2024. Exhibit 10.1 Execution Version SECURED DEMAND NOTE $29,750,000.00 July 30, 2024 1. For value received, and on demand, or if no demand be sooner made, then on the Maturity Date, the undersigned, Mobile Energy Rentals LLC, a Texas limited liability company having an office at 2929 Buffalo Speedway, A1204, Houston, Texas 77098 (the “Maker”), promises to pay to the order of Solaris Oilfield Infrastruc |
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| August 2, 2024 |
SOI / Solaris Oilfield Infrastructure, Inc. / Encompass Capital Advisors LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| July 26, 2024 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Schedule 14A (Form Type) Solaris Oilfield Infrastructure, Inc. |
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| July 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confi |
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| July 11, 2024 |
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): July 10, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| July 11, 2024 |
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): July 10, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| July 11, 2024 |
Solaris Acquisition of Mobile Energy Rentals Call Exhibit 99.1 FINAL TRANSCRIPT Solaris Oilfield Infrastructure Inc (SOI US Equity) 2024-07-10 Solaris Acquisition of Mobile Energy Rentals Call Company Participants • John A. Johnson, Founder/Co-Owner • Kyle Ramachandran, President/CFO • William A Zartler “Bill”, Chairman/CEO/Founder • Yvonne Fletcher, Senior VP:Finance & Investor Relations Other Participants • David Smith, Analyst, Pickering Energ |
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| July 10, 2024 |
Exhibit 99.2 Solaris Oilfield Infrastructure Acquisition of Mobile Energy Rentals July 9, 2024 solarisoilfield.com So Solaris laris O Oilf ilfie ield ld I In nf fr ras ast tru ruc ct tu ur re e Transaction Overview Mobile Energy Rentals Overview (“MER”) • Premier provider of distributed power solutions serving the energy and commercial & industrial end-markets • Current fleet of mission-critical d |
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| July 10, 2024 |
Exhibit 99.1 Solaris Announces Agreement to Acquire Mobile Energy Rentals; Announces Renaming to Solaris Energy Infrastructure; Issues Second Quarter Financial Update HOUSTON, Texas, July 9, 2024 — (BUSINESS WIRE) — Solaris Oilfield Infrastructure, Inc. (NYSE: SOI) (“Solaris” or the “Company”), today announced that it has entered into a definitive agreement to acquire Mobile Energy Rentals LLC (“M |
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| July 10, 2024 |
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): July 9, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| July 10, 2024 |
Subject: Acquisition of Mobile Energy Rentals (MER) Exhibit 99.3 Subject: Acquisition of Mobile Energy Rentals (MER) Dear Solaris team, I’m thrilled to announce that we have entered into a definitive agreement to acquire Mobile Energy Rentals, LLC (“MER”), a premier provider of distributed power solutions serving the energy and commercial & industrial end markets. Founded in 2022 and based in Houston, Texas, MER provides configurable sets of primar |
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| July 10, 2024 |
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): July 9, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| July 10, 2024 |
Exhibit 2.1 CONTRIBUTION AGREEMENT by and among SOLARIS OILFIELD INFRASTRUCTURE, INC., as Acquiror Parent, Solaris Oilfield Infrastructure, LLC, as Acquiror, J TURBINES, INC. AND KTR MANAGEMENT COMPANY, LLC, together, as Contributors, and JOHN A. JOHNSON AND JOHN TUMA, together, as Contributor Owners dated July 9, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATIONS 1 1.1 Definiti |
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| May 20, 2024 |
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): May 14, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 March 31, 2024 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: 0 |
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| April 25, 2024 |
Exhibit 99.1 Solaris Oilfield Infrastructure Announces First Quarter 2024 Results and Continued Shareholder Returns for Second Quarter 2024 First Quarter 2024 Summary Results and Shareholder Return Highlights ● Revenue of $68 million ● Net income of $7 million, or $0.14 per diluted Class A share; Adjusted pro forma net income of $7 million, or $0.16 per fully diluted share ● Adjusted EBITDA of $23 |
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| April 25, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 25, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or տ 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 SOLARIS OILFIE |
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| April 4, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| February 27, 2024 |
Solaris Oilfield Infrastructure, Inc. Clawback Policy, dated November 15, 2023. Exhibit 97.1 Solaris Oilfield Infrastructure, Inc. Clawback Policy (this “Policy”) Adopted by the Board of Directors (the “Board”) of Solaris Oilfield Infrastructure, Inc. (the “Company”) on November 15, 2023. 1. Recoupment. If the Company is required to prepare a Restatement, the Compensation Committee of the Board (the “Committee”) shall, unless determined to be Impracticable, take reasonably pr |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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: 001-38 |
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| February 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 26, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporat |
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| February 26, 2024 |
Exhibit 99.1 Solaris Oilfield Infrastructure Announces Fourth Quarter and Full Year 2023 Results and Announces Continued Shareholder Returns for First Quarter 2024 Fourth Quarter 2023 Summary Results and Shareholder Return Highlights ● Revenue of $63 million ● Net income of $7 million, or $0.14 per diluted Class A share; Adjusted pro forma net income of $7 million, or $0.15 per fully diluted share |
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| February 15, 2024 |
SOI / Solaris Oilfield Infrastructure, Inc. / Zartler William A - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Solaris Oilfield Infrastructure, Inc. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 83418M103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 13, 2024 |
SOI / Solaris Oilfield Infrastructure, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01950-solarisoilfieldinfra.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Solaris Oilfield Infrastructure, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 83418M103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check |
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| February 9, 2024 |
SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Solaris Oilfield Infrastructure Inc (Name of Issuer) Common Stock (Title of Class of Securities) 83418M103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| January 25, 2024 |
SOI / Solaris Oilfield Infrastructure, Inc. / BlackRock Inc. Passive Investment SC 13G/A 1 us83418m1036012524.txt us83418m1036012524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 5) Solaris Oilfield Infrastructure, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 83418M103 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement |
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| January 24, 2024 |
As filed with the Securities and Exchange Commission on January 24, 2024 4873-4774-5894 As filed with the Securities and Exchange Commission on January 24, 2024 Registration No. |
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| January 24, 2024 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) Solaris Oilfield Infrastructure, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregat |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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, 2023 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 Numbe |
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| October 27, 2023 |
Solaris Oilfield Infrastructure Announces Third Quarter 2023 Results and Fourth Quarter Dividend Exhibit 99.1 Solaris Oilfield Infrastructure Announces Third Quarter 2023 Results and Fourth Quarter Dividend Third Quarter 2023 Summary Results and Highlights ● Revenue of $69.7 million ● Net income of $7.6 million, or $0.16 per diluted Class A share; Adjusted pro forma net income of $8.5 million, or $0.19 per fully diluted share, for the quarter ended September 30, 2023 ● Adjusted EBITDA of $23. |
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| October 27, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 26, 2023 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporati |
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| July 28, 2023 |
AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of June 27, 2023, to that certain Tax Receivable Agreement, dated as of May 17, 2017 (the “Agreement”), by and among Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents. Capitalized terms used but not defined herein have the meanings giv |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 June 30, 2023 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: 00 |
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| July 27, 2023 |
Solaris Oilfield Infrastructure Announces Second Quarter 2023 Results Exhibit 99.1 Solaris Oilfield Infrastructure Announces Second Quarter 2023 Results Second Quarter 2023 Summary Results and Highlights ● Net income of $12.2 million, or $0.24 per diluted Class A share, for the quarter ended June 30, 2023; Adjusted pro forma net income of $11.3 million, or $0.25 per fully diluted share, for the quarter ended June 30, 2023 ● Adjusted EBITDA of $26.8 million for the q |
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| July 27, 2023 |
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): July 27, 2023 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| June 1, 2023 |
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of June 1, 2023 by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), and Christopher P. Wirtz (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming |
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| June 1, 2023 |
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): May 25, 2023 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| May 22, 2023 |
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): May 16, 2023 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) |
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| May 22, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE amended and Restated Certificate Of Incorporation OF SOLARIS OILFIELD INFRASTRUCTURE, INC. SOLARIS OILFIELD INFRASTRUCTURE, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Solaris Oilfield Infrastructure, Inc., |
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| May 22, 2023 |
Exhibit 10.1 FIRST AMENDMENT TO THE SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG TERM INCENTIVE PLAN THIS FIRST AMENDMENT (the “First Amendment”) to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the “Plan”), has been adopted by the board of directors (the “Board”) of Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not de |
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| May 4, 2023 |
SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG TERM INCENTIVE PLAN NOTICE OF GRANT OF AWARD OF PERFORMANCE-BASED RESTRICTED STOCK UNITS Notice of Grant Solaris Oilfield Infrastructure, Inc. (the “Company”) hereby grants to the Participant named below the target number of Performance-Based Restricted Stock Units (the “PSUs”) specified below. Each vested PSU represents the right to receive, in the discr |
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| May 4, 2023 |
Execution Version AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) dated as of April 28, 2023 (the “Amendment Effective Date”), is among Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (the “Borrower”), the guarantors party hereto (each a “Guarantor” and collectively, the “Guarantors”), t |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 March 31, 2023 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: 0 |
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| May 1, 2023 |
Solaris Oilfield Infrastructure Announces First Quarter 2023 Results Exhibit 99.1 Solaris Oilfield Infrastructure Announces First Quarter 2023 Results First Quarter 2023 Summary Results and Highlights ● Net income of $11.9 million, or $0.23 per diluted Class A share; Adjusted pro forma net income of $11.0 million, or $0.24 per fully diluted share ● Adjusted EBITDA of $25.1 million, reflecting a 9% sequential and 60% year-over-year increase ● Increased deployments o |
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| May 1, 2023 |
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): May 1, 2023 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation) ( |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 SOLARIS OILFIE |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 3, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| March 16, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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: 001-38 |
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| March 7, 2023 |
Exhibit 10.1 SOLARIS OILFIELD INFRASTRUCTURE, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN 1. Purpose. The purpose of the Solaris Oilfield Infrastructure, Inc. Executive Change in Control Severance Plan (as amended from time to time, the “Plan”) is to enable Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), to reinforce and encourage the continued attent |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Solaris Oilfield Infrastructure, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorp |
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| February 22, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 22, 2023 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporat |
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| February 22, 2023 |
Solaris Oilfield Infrastructure Announces Fourth Quarter and Full Year 2022 Results Exhibit 99.1 Solaris Oilfield Infrastructure Announces Fourth Quarter and Full Year 2022 Results Summary Results and Highlights ● Net income of $8.0 million, or $0.15 per diluted Class A share, for the quarter ended December 31, 2022; Adjusted pro forma net income of $10.2 million, or $0.22 per fully diluted share for the quarter ended December 31, 2022 ● Adjusted EBITDA of $23.0 million for the q |
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| February 22, 2023 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SOLARIS OILFIELD INFRASTRUCTURE, INC. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 83418M103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 22, 2023 |
IDENTIFICATION OF MEMBERS OF THE GROUP EX-99.2 Exhibit 2 IDENTIFICATION OF MEMBERS OF THE GROUP Dan H. Wilks THRC Holdings, L.P. THRC Management, LLC |
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| February 16, 2023 |
SOI / Solaris Oilfield Infrastructure Inc / Zartler William A - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Solaris Oilfield Infrastructure, Inc. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 83418M103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 14, 2023 |
SOI / Solaris Oilfield Infrastructure Inc / Encompass Capital Advisors LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
EX-1.1 2 ny20007533x1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0.01 per share of SOLARIS OILFIELD INFRA |
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| February 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Solaris Oilfield Infrastructure, Inc. (Name of Issuer) Class A common stock, par value $0.01 per share (Title of Class of Securities) 83418M103 (CUSIP Number) March 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Solaris Oilfield Infrastructure Inc (Name of Issuer) Please enter the share class name (Title of Class of Securities) COM 83418M103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 9, 2023 |
SOI / Solaris Oilfield Infrastructure Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv01923-solarisoilfieldinfra.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Solaris Oilfield Infrastructure Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 83418M103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to de |
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| January 31, 2023 |
SOI / Solaris Oilfield Infrastructure Inc / BlackRock Inc. Passive Investment SC 13G/A 1 us83418m1036013123.txt us83418m1036013123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) Solaris Oilfield Infrastructure Inc - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 83418M103 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 31, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): October 31, 2022 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorpora |
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| October 31, 2022 |
Solaris Oilfield Infrastructure Announces Third Quarter 2022 Results Exhibit 99.1 ? Solaris Oilfield Infrastructure Announces Third Quarter 2022 Results ? Third Quarter 2022 Highlights ? ? Net income of $11.5 million, or $0.22 per diluted Class A share, for the quarter ended September 30, 2022; Adjusted pro forma net income of $11.1 million, or $0.24 per fully diluted share for the quarter ended September 30, 2022 ? ? Adjusted EBITDA of $23.9 million for the quarte |
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| August 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): August 1, 2022 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporati |
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| August 1, 2022 |
Solaris Oilfield Infrastructure Announces Second Quarter 2022 Results Exhibit 99.1 ? Solaris Oilfield Infrastructure Announces Second Quarter 2022 Results ? Second Quarter 2022 Highlights ? ? Net income of $8.3 million, or $0.16 per diluted Class A share, for the quarter ended June 30, 2022; Adjusted pro forma net income of $9.4 million, or $0.20 per fully diluted share for the quarter ended June 30, 2022 ? ? Adjusted EBITDA of $21.1 million for the quarter ended Ju |
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| May 16, 2022 |
Submission of Matters to a Vote of Security Holders ? 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): May 12, 2022 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporation |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 28, 2022 |
Solaris Oilfield Infrastructure Announces First Quarter 2022 Results Exhibit 99.1 ? Solaris Oilfield Infrastructure Announces First Quarter 2022 Results ? First Quarter 2022 Highlights ? ? Net income of $5.7 million, or $0.11 per diluted Class A share, for the quarter ended March 31, 2022; Adjusted pro forma net income of $4.8 million, or $0.11 per diluted share for the quarter ended March 31, 2022 ? ? Adjusted EBITDA of $15.7 million for the quarter ended March 31 |
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| April 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): April 28, 2022 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporati |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?) Filed by the Registrant ? ? ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a |
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| April 1, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted |
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| March 21, 2022 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT ? This Indemnification Agreement (?Agreement?) is made as of March 16, 2022, by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the ?Company?), and Laurie H. Argo (?Indemnitee?). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming l |
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| March 21, 2022 |
? 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): March 16, 2022 SOLARIS OILFIELD INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38090 81-5223109 (State or other jurisdiction of incorporati |
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| March 21, 2022 |
Solaris Oilfield Infrastructure Names Laurie Argo to Board of Directors Exhibit 99.1 ? Solaris Oilfield Infrastructure Names Laurie Argo to Board of Directors ? HOUSTON, March 21, 2022 (BUSINESS WIRE) - Solaris Oilfield Infrastructure, Inc. (NYSE:SOI) (?Solaris? or the ?Company?) announced today that Ms. Laurie Argo has been named to the Company?s Board of Directors (the ?Board?), effective March 16, 2022. Ms. Argo will also serve as an independent member of Solaris? |
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| February 24, 2022 |
Exhibit 10.20 ? AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (?Agreement?) dated as of February 24, 2022 (the ?Amendment Effective Date?), is among Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (the ?Borrower?), the guarantors party hereto (each a ?Guarantor? and collectively, the ?Guarantors?), |
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| February 24, 2022 |
Exhibit 10.2 ? SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG TERM INCENTIVE PLAN ? FORM OF RESTRICTED STOCK AGREEMENT ? Grant Date: Please reference summary on page 8 ?Grant/Award Date? (the ?Grant Date?) Name of Grantee: Please reference summary on page 8 ?Participant Name? (the ?Grantee? or ?you?) Number of Restricted Shares subject to Award: Please reference summary on page 8 ?Share Amount? (the ? |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
