Solaris Energy Infrastructure, Inc.

Previous wording

References to “we,” “us,” “our,” “Solaris” or the “Company” refer to Solaris Energy Infrastructure, Inc. (either individually or together with its subsidiaries, as the context requires). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described above in “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and “Risk Factors” included in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2024, as updated by our subsequent filings with the SEC, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.

Current wording

References to “we,” “us,” “our,” “Solaris” or the “Company” refer to Solaris Energy Infrastructure, Inc. (either individually or together with its subsidiaries, as the context requires). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described above in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our subsequent filings with the SEC, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.

Previous wording

We provide mobile and scalable equipment-based solutions for power generation and distribution and management of raw materials in oil and natural gas well completions. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including data center, energy, and other commercial and industrial sectors.

Current wording

We provide modular and scalable equipment-based solutions for power generation, power control and distribution, and the management of raw materials in oil and natural gas well completions. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including data center, energy, and other commercial and industrial sectors.

Previous wording

On October 10, 2025, Stateline drew an additional $43.9 million under the Stateline term loan facility, increasing the outstanding balance to $115.9 million. The proceeds were used to fund growth-related capital expenditures.

Current wording

On April 28, 2026, Stateline drew an additional $64.0 million under the Stateline term loan facility, increasing the outstanding balance to $324.4 million. The proceeds were used to fund growth-related capital expenditures.

Previous wording

In the third quarter, Solaris Power Solutions segment continued to grow significantly, reflecting returns on the capital investments the Company has made to grow its revenue and earnings contribution from providing power generation solutions. Solaris Power Solutions Revenue contributed 63% of Total Revenue and its Adjusted EBITDA contributed 77% of total segment Adjusted EBITDA. For the nine months ended September 30, 2025, Solaris Power Solutions contributed 52% of Total Revenue and 67% of total segment Adjusted EBITDA. Capital expenditures should continue to be heavily weighted towards Solaris Power Solutions as we intend to grow our capacity and deploy more power assets with customers. We believe continued demand for our power assets will drive Solaris Power Solutions to continue to be the dominant segment in terms of Revenue and Adjusted EBITDA contribution.

Current wording

In the first quarter, our Solaris Power Solutions segment continued to grow significantly, reflecting returns on the capital investments the Company has made to grow its revenue and earnings contribution from providing power generation solutions. For the three months ended March 31, 2026, Solaris Power Solutions revenue contributed 65% of total revenue and its Adjusted EBITDA contributed 76% of total segment Adjusted EBITDA. Capital expenditures should continue to be heavily weighted towards Solaris Power Solutions as we intend to grow our capacity and deploy more power assets with customers. We believe continued demand for our power assets will drive Solaris Power Solutions to continue to be the dominant segment in terms of revenue and Adjusted EBITDA contribution.

Previous wording

Today, Solaris Power Solutions’ primary customers include a leading company in the artificial intelligence computing sector, as well as several energy companies requiring power for hydrocarbon production, processing, transportation, and refining applications.

Current wording

Today, Solaris Power Solutions’ primary customers include three leading companies in the artificial intelligence computing sector, as well as several energy companies requiring power for hydrocarbon production, processing, transportation, and refining applications.

Previous wording

In November 2025, the Company ordered an additional approximately 500 megawatts (“MW”) of power generation equipment which it expects to be delivered by early 2028. The Company estimates its power generation capacity will now reach a total of approximately 2,200 MW by early 2028 based on expected deliveries. The majority of this capacity is currently committed to customers under commercial agreements that primarily range in tenor from two to seven years. Each of these commercial agreements include distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure.

Current wording

The Company’s power generation capacity will now reach a total of approximately 3,100 MW by the end of 2029 based on expected deliveries under our contracted orders. The majority of this capacity is currently committed to customers under commercial agreements that primarily range in tenor from two to ten years, with the majority under contracts with a tenor of seven to ten years including an option to extend. Each of these commercial agreements include distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure.

Previous wording

We expect total company capital expenditures remaining in 2025 of approximately $405 million on a consolidated basis, of which approximately $190 million should be incurred by Stateline. The majority of these capital expenditures are to support Solaris Power Solutions capital growth. Capital expenditures for Solaris Logistics Solutions represents less than $10 million of our total expected annual capital expenditures.

Current wording

We expect total company capital expenditures remaining in 2026 of approximately $1,263 million on a consolidated basis, of which approximately $232 million should be incurred by Stateline. The majority of these capital expenditures are to support additional growth in Solaris Power Solutions. Capital expenditures for Solaris Logistics Solutions represent less than $20 million of our total expected annual capital expenditures.

Previous wording

We intend to fund the majority of our current planned capital expenditures with available cash, cash flows from operations, available capacity under our revolving credit facility, and proceeds from the Stateline debt financing facility. Additionally, while no assurance can be given, we may seek to issue additional securities through opportunistic capital market transactions, depending upon market conditions, and / or enter into additional debt financing agreements. Even if we are unable to secure the financing of our planned capital expenditures, we have the ability to cancel the committed purchase orders and incur cancellation fees.

Current wording

We intend to fund the majority of our current planned capital expenditures with available cash, cash flows from operations, available borrowings under our Term Loan, and proceeds from the Stateline term loan facility. In addition to these sources, subject to market conditions and the availability of fleet growth opportunities, we may meet our cash requirements through the issuance of additional securities and/or the entry into additional debt financing agreements. Even if we are unable to secure the financing of our planned capital expenditures, we have the ability to cancel the committed purchase orders, subject to the payment of cancellation fees.

Previous wording

For Solaris Logistics Solutions, demand is predominantly influenced by the level of oil and natural gas well drilling and completion activity in the U.S. During the third quarter of 2025, our fully utilized system count decreased 11% to 84 fully utilized systems from the second quarter of 2025, which was driven by lower levels of oilfield activity. The level of demand over the longer term will depend on multiple factors, including commodity price levels, customer consolidation

Current wording

For Solaris Logistics Solutions, demand is predominantly influenced by the level of oil and natural gas well drilling and completion activity in the U.S. During the first quarter of 2026, our fully utilized system count increased by 12% to 104 fully utilized systems from the fourth quarter of 2025, which was driven by higher levels of oilfield activity. The level of demand over the longer term will depend on multiple factors, including commodity price levels, customer consolidation

Previous wording

Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024

Current wording

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Previous wording

Depreciation and amortization increased by $11.4 million, or 103%, to $22.4 million in the three months ended September 30, 2025, compared to $11.0 million in the same period of 2024. Depreciation and amortization increased by $30.3 million, or 99%, to $60.8 million in the nine months ended September 30, 2025, compared to $30.5 million in the same period of 2024. This increase was primarily driven by the addition of depreciable assets associated with the Solaris Power Solutions segment placed in service in the three and nine months ended September 30, 2025.

Current wording

Depreciation and amortization increased by $4.7 million, or 23%, to $24.8 million in the three months ended March 31, 2026, compared to $20.1 million in the same period of 2025. This increase was primarily driven by the addition of depreciable assets associated with the Solaris Power Solutions segment placed in service during 2025 and the three months ended March 31, 2026.

Previous wording

Selling, general and administrative expenses increased by $6.7 million, or 77%, to $15.5 million in the three months ended September 30, 2025, compared to $8.8 million in the same period of 2024. The increase was primarily driven by a $5.7 million increase in salaries, wages and benefits resulting from an increase in average headcount, along with higher employee and office costs associated with supporting a larger workforce as our Solaris Power Solutions segment has expanded. Selling, general and administrative expenses increased by $20.7 million, or 83%, to $45.7 million in the nine months ended September 30, 2025, compared to $25.0 million in the same period of 2024. The increase was primarily driven by a $14.1 million increase in salaries, wages and benefits resulting from an increase in average headcount, as well as a $3.1 million increase in stock-based compensation expense related to the cash settlement of employee stock

Current wording

Selling, general and administrative expenses increased by $5.6 million, or 37%, to $20.9 million in the three months ended March 31, 2026, compared to $15.3 million in the same period of 2025. The increase was primarily driven by a $2.4 million increase in salaries, wages and benefits resulting from an increase in average headcount, a $1.0 million increase in legal expenses, as well as higher employee and office costs associated with supporting a larger workforce as our Solaris Power Solutions segment has expanded.

Previous wording

During the three months ended September 30, 2025, we recognized a combined United States federal and state expense for income taxes of $4.1 million, an increase of $3.6 million as compared to the $0.5 million income tax expense we recognized during the same period in 2024. During the nine months ended September 30, 2025, we recognized a combined United States federal and state expense for income taxes of $13.9 million, an increase of $10.3 million as compared to the $3.7 million income tax expense we recognized during the same period in 2024. This change was attributable to changes in operating gains and mix of states where we operate. The effective combined United States federal and state income tax rates were 14.1% and (26.3)% for the three months ended September 30, 2025 and 2024, respectively. The effective combined United States federal and state income tax rates were 18.4% and 19.7% for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate differed from the statutory rate primarily due to Solaris Energy Infrastructure, LLC’s (“Solaris LLC”) treatment as a partnership for United States federal income tax purposes.

Current wording

During the three months ended March 31, 2026, we recognized a combined United States federal and state expense for income taxes of $15.2 million, an increase of $11.3 million as compared to the $3.9 million income tax expense we recognized during the the three months ended March 31, 2025. This change was attributable to changes in operating gains and mix of states where we operate. The effective combined United States federal and state income tax rates were 32.2% and 23.2% for the three months ended March 31, 2026 and March 31, 2025, respectively. For the three months ended March 31, 2026 our effective tax rate differed from the statutory rate primarily due to the impact of the noncontrolling interest and the executive compensation deduction limitation. Our effective tax rate differed from the statutory rate for the three months ended March 31, 2025, primarily due to the impact of the noncontrolling interest.

Previous wording

We believe these sources will be sufficient to meet our short-term and long-term financial obligations, including existing purchase commitments and budgeted capital expenditures. While no assurance can be given, we may seek to issue additional securities through opportunistic capital markets transactions, depending upon market conditions and / or the availability of fleet growth opportunities, and / or enter into additional debt financing agreements.

Current wording

We believe these sources will be sufficient to meet the majority of our short-term and long-term financial obligations, including existing purchase commitments and budgeted capital expenditures. In addition to these sources, subject to market conditions and the availability of fleet growth opportunities, we may meet our cash requirements through the issuance of additional securities and/or the entry into additional debt financing agreements. Even if we are unable to secure the financing of our planned capital expenditures, we have the ability to cancel the committed purchase orders, subject to the payment of cancellation fees.

Previous wording

As of September 30, 2025, Stateline had drawn an initial advance of $72.0 million under its delayed draw term loan facility out of the total estimated capacity of $518.5 million based on Stateline’s current capital plan. On October 10, 2025, Stateline drew an additional $43.9 million to fund growth-related capital expenditures, increasing the outstanding balance to $115.9 million. The remaining capacity of $402.6 million is expected to be drawn through 2026, depending on the timing of progress payments and equipment deliveries. This facility provides significant funding flexibility for Stateline’s capital needs. We estimate total interest payments over the next 12 months of approximately $7.3 million,

Current wording

Stateline maintains a delayed draw term loan facility with an estimated total capacity of $518.5 million, based on its current capital plan, to fund power generation equipment for its approximately 900 MW data center project. As of March 31, 2026, outstanding borrowings totaled $260.4 million. On April 28, 2026, Stateline drew an additional $64.0 million to fund growth-related capital expenditures, increasing the outstanding balance to $324.4 million. The remaining capacity of $194.1 million is expected to be drawn during the remainder of 2026, depending on the timing of progress payments and equipment deliveries. This facility provides significant funding flexibility for Stateline’s capital needs. As of March 31, 2026, $7.6 million of the outstanding borrowings will be due within the next twelve months, with estimated interest payments of approximately $26.1 million over the subsequent twelve months, which will increase as additional amounts are drawn. See Note 10. “Debt” in the notes to our condensed consolidated financial statements for terms and repayment.

Previous wording

On May 2, 2025, we issued $155.0 million aggregate principal amount of the 2030 Notes. The net proceeds were primarily allocated to support the growth of our Solaris Power Solutions segment, with a portion of the proceeds remaining available to enhance our overall liquidity. Interest payments on the 2030 Notes are estimated to total approximately $7.4 million over the subsequent 12 months, payable semi-annually beginning November 1, 2025.

Current wording

On May 2, 2025, we issued $155.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the “2030 Notes”). The net proceeds were used primarily to support the growth of our Solaris Power Solutions segment. Interest on the 2030 Notes is payable semi-annually, with estimated payments of approximately $7.4 million over the subsequent twelve months.

Previous wording

In October 2025, we issued $747.5 million aggregate principal amount of the 2031 Notes. The net proceeds from the 2031 Notes were used, in part, to repay and terminate the Term Loan. The issuance of the 2031 Notes further enhanced our liquidity position and extended our debt maturity profile.

Current wording

In October 2025, we issued $747.5 million aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “2031 Notes”). The net proceeds from the issuance were used, in part, to repay and terminate our then existing term loan, fund capped call transactions to hedge potential dilution, and support continued growth of our Solaris Power Solutions segment. Interest on the 2031 Notes is payable semi-annually, with estimated payments of approximately $1.8 million over the subsequent twelve months.

Previous wording

Further details regarding the terms of these notes are included in Note 11. “Convertible Notes” and Note 19. “Subsequent Events,” in the notes to our condensed consolidated financial statements.

Current wording

As of March 31, 2026, outstanding borrowings under our term loans totaled $163.9 million. Principal and interest on our term loans are payable monthly, with estimated total payments of approximately $30.2 million over the subsequent twelve months. Further details regarding the terms of these loans are included in Note 10. “Debt” in the notes to our condensed consolidated financial statements.

Previous wording

We have entered into purchase commitments for power generation equipment that are critical to our long-term strategic initiatives. Short-term purchase commitments as of September 30, 2025 due within the subsequent 12 months total $209.8 million. Long-term purchase commitments that extend beyond one year total $520.8 million, of which $121.1 million is scheduled to be fulfilled during the remainder of 2025, and the remaining $399.7 million is due in 2026.

Current wording

We have entered into purchase commitments for power generation equipment that are critical to our long-term strategic initiatives. As of March 31, 2026, short-term purchase commitments due within the subsequent twelve months totaled $928.0 million. Long-term purchase commitments that extend beyond one year total $402.4 million, of which $154.5 million is scheduled to be fulfilled during 2027, $171.1 million is scheduled to be fulfilled during 2028, and the remaining $76.8 million is due in 2029. These commitments are cancellable but subject to significant termination penalties, ranging from 5% to 90% of the purchase price, depending on the timing of the cancellation.

Previous wording

Subsequent to September 30, 2025, the Company entered into additional purchase commitments totaling $402.8 million for growth-related capital expenditures. Of these commitments, $195.4 million is expected to be settled within the subsequent 12 months. These commitments are expected to be funded by cash, operating cash flows, and borrowings under existing credit facilities.

Current wording

Subsequent to March 31, 2026, the Company entered into additional purchase commitments totaling $98.1 million for growth-related capital expenditures. Of these commitments, $92.5 million is expected to be settled within the subsequent twelve months. These commitments are expected to be funded by cash, operating cash flows, and borrowings under existing credit facilities.

Previous wording

As of September 30, 2025, cash and cash equivalents totaled $106.7 million. We believe that our cash reserves, projected operating cash flows, revolver capacity, and Stateline term loan facility provide adequate liquidity to meet our obligations for the next 12 months and beyond.

Current wording

As of March 31, 2026, cash and cash equivalents totaled $344.5 million. We believe that our cash reserves, projected operating cash flows, Term Loan, and access to Stateline term loan facility provide adequate liquidity to meet our obligations for the next twelve months and beyond. These resources are expected to fund debt service obligations, dividend payments, capital expenditures and related purchase commitments, as well as to support future strategic initiatives.

Previous wording

Operating Activities. Net cash provided by operating activities increased to $113.2 million for the nine months ended September 30, 2025, compared to $46.3 million in the same period of 2024, representing an increase of $66.9 million. This increase was primarily driven by higher revenue, largely attributable to continued growth in business activity within our Solaris Power Solutions segment, which was established in the third quarter of 2024, and has rapidly expanded its contribution to our operating performance. Consequently, our net income, adjusted for non-cash items, increased by $95.2 million for the nine months ended September 30, 2025, compared to the prior comparable period. This increase was partially offset by a $24.6 million increase in working capital use to support higher sales volumes and expanded operations and $3.7 million cash settlement related to stock-based compensation.

Current wording

Operating Activities. Net cash provided by operating activities increased to $79.0 million for the three months ended March 31, 2026, compared to $25.7 million in the same period of 2025, representing an increase of $53.3 million. This increase was primarily driven by higher revenue, largely attributable to continued growth in business activity within our Solaris Power Solutions segment. Consequently, our net income, adjusted for non-cash items, increased by $37.3 million for the three months ended March 31, 2026, compared to the prior comparable period. In addition, cash provided by working capital increased $12.3 million for the three months ended March 31, 2026, compared to the prior comparable period.

Previous wording

Investing Activities. Net cash used in investing activities was $422.1 million for the nine months ended September 30, 2025, an increase from $189.9 million during the same period in 2024. The $232.1 million increase is mainly attributed to $386.8 million paid for turbines and ancillary equipment to support the growth and operations of Solaris Power Solutions and $29.4 million paid for the HVMVLV Acquisition in the nine months ended September 30, 2025, partially offset with $122.1 million spent on the MER Acquisition and $61.8 million of capital expenditures in the nine months ended September 30, 2024.

Current wording

Investing Activities. Net cash used in investing activities was $454.6 million for the three months ended March 31, 2026, an increase from $144.3 million during the same period of 2025. The $310.2 million increase is mainly attributed to $108.4 million paid for the Genco Acquisition and $343.3 million paid for turbines and ancillary equipment to support the growth and operations of Solaris Power Solutions, including $131.2 million paid for the NovaLT16 Turbine Acquisition, in the three months ended March 31, 2026, as compared with $142.0 million paid for turbines and ancillary equipment in the three months ended March 31, 2025.

Previous wording

Financing Activities. For the nine months ended September 30, 2025, net cash provided by financing activities totaled $255.7 million. This amount primarily reflects $227.0 million borrowings from debt financing and $86.0 million capital contributions from non-controlling interest in Stateline, partially offset by $15.4 million in quarterly dividends to Class A common stock shareholders, $10.3 million in distributions to Solaris LLC unitholders, $13.1 million paid for debt financing costs, and $10.5 million paid for cancelled shares withheld for taxes from vesting of restricted stock. In comparison, net cash provided by financing activities was $254.4 million for the nine months ended September 30, 2024. This amount primarily reflects net debt financing proceeds of $295.0 million, partially offset by payments of $14.5 million on debt financing and debt extinguishment costs, $10.9 million in quarterly dividends to Class A common stock shareholders, $8.1 million on share repurchases, and $4.9 million in distributions to Solaris LLC unitholders.

Current wording

Financing Activities. For the three months ended March 31, 2026, net cash provided by financing activities totaled $366.7 million. This amount primarily reflects $399.0 million from debt financing, partially offset by $6.9 million in quarterly dividends to Class A common stock shareholders, $2.3 million in distributions to Solaris LLC unitholders, $5.0 million paid for debt financing costs, $14.3 million paid for cancelled shares withheld for taxes from vesting of restricted stock and $1.7 million in Tax Receivable agreement payments. In comparison, net cash used in financing activities was $24.5 million for the three months ended March 31, 2025. This amount primarily reflects $10.1 million paid for cancelled shares withheld for taxes from vesting of restricted stock, $4.7 million in quarterly dividends to Class A common stock shareholders, $4.7 million in distributions to Solaris LLC unitholders, and $3.6 million in Tax Receivable Agreement payments.

Previous wording

Our significant cash commitments primarily relate to our capital expenditures under our power generation fleet growth program and debt service on our Stateline term loan facility. In addition, we are obligated to make semi-annual interest payments on the 2030 Notes and 2031 Notes, with the principal amount due at maturity in 2030 and 2031, respectively. At our election, the 2030 Notes and 2031 Notes may be settled in cash, shares of Class A common stock, or a combination of both.

Current wording

Our significant cash commitments primarily relate to our capital expenditures under our power generation fleet growth program and debt service on our Term Loan, Stateline term loan facility and equipment loans. In addition, we are obligated to make semi-annual interest payments on the 2030 Notes and 2031 Notes, with the principal amount due at maturity in 2030 and 2031, respectively. At our election, the 2030 Notes and 2031 Notes may be settled in cash, shares of Class A common stock, or a combination of both.

Previous wording

Additional expected uses of cash include obligations under our Tax Receivable Agreement, scheduled payments under finance and operating lease agreements, insurance premium financing agreements, dividend payments, and other routine operating obligations.

Current wording

Additional expected uses of cash include obligations under our Tax Receivable Agreement, scheduled payments under finance and operating lease agreements, insurance premium financing agreements, any dividend payments (timing and amount subject to the discretion of the board), and other routine operating obligations.