Select Water Solutions, Inc.
For the period ended May 7, 2026. Filed Mar 24, 2026.
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May 7, 2026 · Filed Mar 24, 2026
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Contents
PROXY STATEMENT SUMMARY
| | | FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES | | |
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| | | This document may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in the Proxy Statement are forward-looking statements, including statements about the Company’s Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and sustainability initiatives. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) and other documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law. Any standards of measurement and performance made in reference to our sustainability plans and goals are developing and based on assumptions that continue to evolve, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. The inclusion of information related to our sustainability goals and initiatives is not an indication that such information is material under the standards of the SEC. This Proxy Statement includes certain non-GAAP financial measures, including free cash flow. Free cash flow is a non-GAAP financial measure and should not be considered an alternative to net cash provided by operating activities or any other measure calculated in accordance with GAAP. The Company reconciles free cash flow to net cash provided by operating activities, its most directly comparable GAAP financial measure, in its Annual Report on Form 10-K for the year ended December 31, 2025, under ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations — Cash Flows and Free Cash Flow,’ and in its Current Report on Form 8-K furnished on February 18, 2026, which includes the Company’s earnings release for the quarter and year ended December 31, 2025. This document includes references to websites, website addresses and materials found on those websites. Website references throughout this document are inactive textual references provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this Proxy Statement or any other report or document we file with the SEC. | | |
PROXY STATEMENT SUMMARY
The Board of Directors (our “Board”) of Select Water Solutions, Inc. (which we refer to as “Select Water Solutions,” “Select Water,” “Select,” the “Company,” “we,” “our,” or “us”) is furnishing this Proxy Statement to you over the Internet or delivering this Proxy Statement to you by mail in connection with the solicitation of proxies by our Board and the solicitation of voting instructions, in each case for use at the Annual Meeting of Stockholders to be held on May 7, 2026, and at any adjournments or postponements thereof.
On or about March 24, 2026, we will commence mailing the Notice of Internet Availability of Proxy Materials to most of our stockholders, and we also will commence mailing to some of our stockholders, and make available electronically over the Internet to all of our stockholders: (1) the Notice of Annual Meeting of Stockholders and this Proxy Statement; and (2) our 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2025 and our audited financial statements (the “Annual Report”). If you receive your proxy materials by mail, a proxy card or voting instruction form will be included.
The following summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
| | | | | | | | 2026 Proxy Statement | | | 3 | |
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| | DATE AND TIME Thursday, May 7, 2026 1:00 p.m. Central Time | | | | LOCATION Select Water Solutions, Inc. 1820 N I-35 Gainesville, TX 76240 | | | | RECORD DATE March 10, 2026 | |
| | | VOTING MATTERS | | | | BOARD’S VOTE RECOMMENDATIONS | | | | FOR FURTHER INFORMATION | | | ||||
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| | | PROPOSAL 1 | | | | Election of seven director nominees named in this Proxy Statement | | | | “FOR” each director nominee | | | | Page 14 | | |
| | | PROPOSAL 2 | | | | Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026 | | | | “FOR” | | | | Page 26 | | |
| | | PROPOSAL 3 | | | | Non-binding, advisory vote to approve Named Executive Officer compensation | | | | “FOR” | | | | Page 28 | | |
| | HOW TO VOTE | | ||||||||||||
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| | INTERNET www.proxyvote.com Available until 11:59 p.m. Eastern time on May 6, 2026. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card or voting instruction form. | | | | TELEPHONE Call 1-800-690-6903 Available until 11:59 p.m. Eastern time on May 6, 2026. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card or voting instruction form. | | | | MAIL Complete, sign and date your proxy card or voting instruction form and mail in the postage-paid return envelope. | | | | IN PERSON If you plan to attend to vote in person, you will need to present at the meeting evidence of your share ownership and a valid, government-issued photo identification. | |
Company Overview and Business Strategy
| | Select Water Solutions, Inc. is a leading provider of sustainable water-management solutions to the energy industry in the United States. As a leader in the water management industry, we place the utmost importance on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, we believe that responsibly managing water resources through our operations to help conserve and protect the environment in the communities in which we operate is paramount to our continued success. With a diverse geographic footprint across the U.S., we operate through three primary segments: | | | |
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| | 1. Water Infrastructure, | | ||
| | 2. Water Services, and | | ||
| | 3. Chemical Technologies. | | ||
| | 4 | | | Select Water Solutions | | | | | | | |
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Water Infrastructure —Our Water Infrastructure segment develops, builds and operates permanent pipeline, recycling, storage, disposal and solids-management assets that support full life-cycle water management for E&P customers. These integrated, long-term solutions help our customers manage evolving water needs by gathering, treating, recycling and disposing of produced water, reducing freshwater use, addressing seismicity and pore-space constraints and lowering truck traffic and operating costs. Our Water Infrastructure segment includes our service lines related to water recycling and reuse, pipelines and logistics, fluid disposals and solids management. In 2025, Water Infrastructure generated approximately $313 million in revenue, supported by additional dedicated acreage that further scale our recycling-first platform. As of December 31, 2025, our Water Infrastructure network consisted of 2.4 million barrels per day of fixed recycling capacity, 2.3 million barrels per day of permitted disposal capacity and 35 million barrels of produced water storage capacity.
Water Services —Our Water Services segment provides the complex field services required over the life of a well, including water transfer and sourcing, containment, fluids hauling, water monitoring and network automation, as well as accommodations, rentals and flowback and well-testing services. Through our AquaView® automation and related technologies, we offer 24/7 monitoring, leak detection and remote control that help customers improve safety, reduce spills and truck traffic and enhance operational efficiency. In 2025, our Water Services segment generated approximately $787 million in revenue. In 2025, we expanded key Water Services relationships, including an agreement to serve as exclusive water transfer and last-mile logistics provider for a major Delaware Basin customer across its entire leasehold, integrating Water Services with existing Water Infrastructure contracts.
Chemical Technologies —Our Chemical Technologies segment formulates, manufactures and delivers a full suite of chemistry solutions used in hydraulic fracturing, well completions, cementing and production, along with customized water-treatment and flow-assurance programs. Leveraging our FluidMatch TM solutions and laboratory capabilities, we design and optimize fluid systems based on each customer’s water quality, reservoir characteristics and performance objectives to enhance well productivity and lower total cost of ownership. In 2025, Chemical Technologies generated approximately $308 million of revenue, up 19% year-over-year, reflecting continued adoption of our completion chemistries and integrated water-chemistry offerings.
Strategic Focus
Over the past decade, Select has grown into a premier water-management company serving the energy industry, expanding our infrastructure footprint and service capabilities, developing innovative solutions and advancing new technologies. Our strategy is centered on a recycling-first, infrastructure-led model supported by long-term customer commitments, with the goal of delivering operational excellence, enhancing safety and environmental performance and developing sustainable water-management and chemistry solutions that create long-term value for our stockholders.
| | | | | | | | 2026 Proxy Statement | | | 5 | |
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Director Nominees
The following provides summary information about each director nominee. Mr. Douglas J. Wall, currently a director of the Company, having expressed his preference not to be renominated to the Board, has not been put forward as a director nominee and his term will end at the Annual Meeting. The Board expresses its sincere appreciation to Mr. Wall for his dedicated service and valuable contributions to the Company during his tenure.
| · · · · · · · · · · · · · · · · · · COMMITTEE MEMBERSHIPS · · | ||||||||||||||||||||||||||||
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| | | NAME AND OCCUPATION | | | | INDEPENDENT | | | | AGE | | | | OTHER PUBLIC BOARDS | | | | Audit | | | | Compensation | | | | NG&S | | |
| | | JOHN D. SCHMITZ Chairman, President and CEO Select Water Solutions, Inc. | | | | | | | | 65 | | | | No | | | | | | | | | | | | | | |
| | | GAYLE L. BURLESON Former SVP of Business Development and Land Concho Resources, Inc. | | | | ✓ | | | | 60 | | | | Yes | | | | | | | | | | | | | | |
| | | RICHARD A. BURNETT (Lead Director) President and CEO Silver Creek Exploration III, LLC | | | | ✓ | | | | 52 | | | | No | | | | | | | | | | | | | ||
| | | BRUCE E. COPE Former SVP, CAO and Controller Hunt Consolidated, Inc./Hunt Oil Company | | | | ✓ | | | | 66 | | | | No | | | | | | | | | | | | | ||
| | | LUIS FERNANDEZ-MORENO Sole Manager Strat and Praxis, LLC | | | | ✓ | | | | 64 | | | | Yes | | | | | | | | | | | | | ||
| | | ROBIN H. FIELDER Chief Commercial Officer, Midstream Kinder Morgan, Inc. | | | | ✓ | | | | 45 | | | | No | | | | | | | | | | | | | ||
| | | TIMOTHY A. ROBERTS Chief Executive Officer and Partner Iron Horse Midstream, LLC | | | | ✓ | | | | 46 | | | | No | | | | | | | | | | |||||
Legend:
Audit — Audit Committee
Compensation — Compensation Committee
NG&S — Nominating, Governance, and Sustainability Committee
— Chair
— Member
Corporate Governance Highlights
| | ✓ Directors elected annually | | | ✓ Director onboarding orientation program and ongoing education initiatives | |
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| | ✓ Lead independent director | | | ✓ Majority independent standing | |
| | ✓ Average director tenure of 3.25 years | | | ✓ Annual Board and committee self-evaluations | |
| | 6 | | | Select Water Solutions | | | | | | | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.