Select Water Solutions, Inc.

Our results of operations and financial condition are subject to various risks and uncertainties as disclosed in Part I, Item 1A. of our 2025 Form 10-K. The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1A, Risk Factors of our 2025 Form 10-K, which are incorporated herein by reference. You should carefully consider the risks set forth in our 2025 Form 10-K and the following risks, together with all the other information in this report, including our condensed consolidated financial statements and notes thereto. If any of the risks actually materialize, our operating results, financial condition and liquidity could be materially and adversely affected. Except as disclosed below, there have been no material changes from the risk factors disclosed in our 2025 Form 10-K. The following risk factors below are hereby added to the risk factors disclosed in our 2025 Form 10-K.

We have incurred, and expect to continue to incur significant transaction costs in connection with the Pilot Water Acquisition.

We have incurred and expect to continue to incur a number of non-recurring costs associated with the Pilot Water Acquisition, the integration of Pilot Water’s operations with ours and the realization of the expected benefits from the Pilot Water Acquisition. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors. Although we expect the elimination of duplicative costs and the realization of other expected benefits related to the integration of Pilot Water’s assets to allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all.

Our actual operating results, costs and activities could differ materially from the guidance we have released in connection with the Pilot Water Acquisition.

In connection with our announcement of the Pilot Water Acquisition, we released certain forecasted operating results, costs and activities, including, without limitation, future expected financial and operating metrics. This forward-looking guidance is based upon a number of assumptions that are inherently uncertain and is subject to numerous business, economic, competitive, financial and regulatory risks, including the risks described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report and in our most recent Annual Report on Form 10-K. Many of these risks and uncertainties are beyond our control.

If any of these risks and uncertainties actually occur or the assumptions underlying our guidance are incorrect, our actual operating results, costs and activities may be materially and adversely different from our guidance. In addition, investors should also recognize that the reliability of any guidance diminishes the farther in the future that the data is forecast. In light of the foregoing, investors are urged to put our guidance in context and not to place undue reliance upon it.

The integration of Pilot Water into the Company may not be as successful as anticipated, and the Company may not achieve the intended benefits or do so within the intended time frame.

The Pilot Water Acquisition involves numerous operational, strategic, financial, accounting, legal, tax and other risks, including potential liabilities associated with the acquired business. Difficulties in integrating Pilot Water into the Company, and the Company’s ability to manage the combined company, may result in the combined company performing differently than expected, in operational challenges or in the delay or failure to realize anticipated expense-related efficiencies, and could have an adverse effect on the financial condition, results of operations or cash flows of the Company. Potential difficulties that may be encountered in the integration process include, among other factors:

Additionally, the success of the Pilot Water Acquisition will depend, in part, on the Company’s ability to realize the anticipated benefits and cost savings from combining the Company’s and Pilot Water’s businesses, including operational and other synergies that the Company believes the combined company will achieve. The anticipated benefits and cost savings of the Pilot Water Acquisition may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that the Company does not currently foresee. Some of the assumptions that the Company has made, such as the achievement of operating synergies, may not be realized.

Global geopolitical conflicts may increase our costs and disrupt our supply chain.

Escalating conflict in or near major oil-producing or shipping corridors could lead to higher fuel and energy prices, increasing our transportation, manufacturing, and distribution costs, as well as resulting in downstream effects to global chemicals commodities markets. In particular, ongoing geopolitical tensions and military conflicts in key oil-producing regions, including potential disruptions to major shipping routes, may adversely affect our operations. Disruptions to global shipping corridors have caused disruptions to the global chemicals and oil-derived goods markets, reducing supplies and availability worldwide and resulting in increased prices. While we are not reliant on any chemicals or other commodities that are exclusively transported through any single shipping corridor due to our continued focus on domestic sourcing, such global disruptions to commodities markets can have downstream effects in the domestic markets, including elevated domestic prices, reduced supply and business interruptions to our suppliers. These events may also cause shipping delays, rerouted freight, port congestion, or higher logistics and insurance costs, which could disrupt the movement of raw materials upon which our suppliers rely. While the ultimate duration, impact and magnitude of these disruptions is currently unknown, a prolonged interruption to the global chemicals commodities and oil-derived goods markets has the potential to materially adversely affect our business and operations and those of our suppliers.