Solaris Energy Infrastructure, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
SEI$57.77+14.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-01.
0001628280-26-029046
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001628280-26-054349
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 98 previous paragraphs and 97 current paragraphs.
39 unchanged; 34 reworded; 23 added; 23 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
GESA Acquisition
Current report
On July 1, 2026, we completed the acquisition of Global Energy Services Alliance, Inc. (“GESA”), a full cycle power generation service provider. The acquisition will be accounted for as a business combination.
Current report
The preliminary estimated purchase consideration was approximately $263.9 million, consisting of approximately $52.4 million of cash consideration (subject to post-closing net working capital adjustments), and equity consideration consisting of 2,880,682 shares of the Company’s Class A common stock with an acquisition-date fair value of $211.5 million.
Current report
GESA’s skilled team is expected to enhance Solaris’ project execution as well as introduce later-cycle growth through after market services. GESA also brings in-house the capability to service a broad range of generation technology. For further details, refer to Note 20. “Subsequent Events” in the notes to our condensed consolidated financial statements.
Current report
Contract Conversion and Balance of Plant Expansion to February 2026 Hatchbo Contract
Current report
In July 2026, we signed an amendment converting the original power capacity agreement into a final operating agreement, delivering a full turnkey power plant of approximately 660 megawatts (“MW”) with balance of plant, batteries and energy management systems designed to manage artificial intelligence workloads. The contract tenor was extended to up to 18 years (10-year base plus an 8-year extension option) from up to 15 years (10-year base plus a 5-year extension option). We expect the increased capacity and expanded scope to result in a substantial increase in contracted revenue and earnings from the contract over the term of the agreement relative to the original February 2026 agreement, as well as increased capital expenditures to fund the expanded scope. Revenue recognition and deployments are expected to commence in the first quarter of 2027 and scale through 2028.
Current report
Master Equipment Rental Agreement and Balance of Plant, Energy Storage and Services Scope Expansion
Current report
Contract Tenor and Capacity Extension
Current report
In July 2026, a large energy customer expanded its contracted capacity to approximately 80 MW from 60 MW and extended the contract tenor from four years to six years.
Current report
Investment in Deployable Energy Limited
Current report
In June 2026, we made a $5.0 million investment in a simple agreement for future equity (“SAFE”) issued by Deployable Energy Limited (“Deployable”), a Delaware corporation developing small modular reactor (“SMR”) nuclear technology. This investment provides Solaris early exposure to next-generation nuclear generation and a longer-tail growth opportunity that complements its behind-the-meter gas generation platform as the technology commercializes. See Note 9. “Investments” in the notes to our condensed consolidated financial statements.
Current report
6.375% Senior Notes due 2031
Current report
On May 12, 2026, Solaris Energy Infrastructure, LLC (“Solaris LLC”), a consolidated subsidiary of the Company, issued $1.3 billion aggregate principal amount of 6.375% Senior Notes due 2031 (the “Senior Notes”) at par in a private placement. The offering resulted in net proceeds of approximately $1.28 billion. The Company used a portion of the net proceeds to repay in full certain outstanding borrowings that were terminated concurrently with the closing of the offering and to pay related fees and expenses. The remaining proceeds are available for general corporate purposes, including growth capital expenditures. See Note 11. “Debt” in the notes to our condensed consolidated financial statements.
Current report
On May 12, 2026, Solaris LLC, as borrower, and the Company, as parent, entered into a credit agreement (the “Credit Agreement”) with MUFG Bank, Ltd., as administrative agent, CSC Delaware Trust Company, as collateral agent, and the lenders party thereto. The Credit Agreement provides for a senior secured revolving credit facility of up to $650.0 million (the “Revolving Credit Facility”). As of June 30, 2026, there were no borrowings outstanding under the Revolving Credit Facility, and $575.0 million of capacity remained available after $75.0 million of outstanding letters of credit. See Note 11. “Debt” in the notes to our condensed consolidated financial statements.
Current report
On May 12, 2026, substantially concurrently with the offering of the Senior Notes and the entry into the new Credit Agreement, as described above, the Company terminated its debt obligations incurred in connection with the acquisition of Focus Genco Cayman Ltd. (the “Genco Acquisition”), including the senior secured term loan agreement (the “Bridge Term Loan”) with Goldman Sachs Bank USA, dated as of March 16, 2026 (and as amended on April 8, 2026), the Loan and Security Agreement (the “Stonebriar Term Loan”) with Eldridge Asset Finance LLC, and two term loans under the Master Loan Agreement, dated as of September 26, 2024, with Caterpillar Financial Services Corp. (collectively, the “Caterpillar Term Loans”). See Note 4. “Genco Acquisition” and Note 11. “Debt” in the notes to our condensed consolidated financial statements.
Current report
In the second quarter of 2026, we amended our initial 530 MW agreement with Hatchbo to add incremental generation capacity, as well as increasing the scope of this agreement to include balance of plant equipment, including batteries. In July 2026, we converted this agreement to its final operating agreement, providing a full turnkey power plant of approximately 660 MW with an expanded scope of balance of plant, batteries and energy management systems and operations support designed to manage artificial intelligence workloads. In July 2026, we also amended our April 2026 contract to expand the scope to include additional balance of plant and energy storage investment, as well as procurement and management of natural gas access on a cost-plus basis.
Current report
Solaris Logistics Solutions revenues decreased by $21.9 million, or 15%, to $128.8 million for the six months ended June 30, 2026, compared to $150.7 million for the six months ended June 30, 2025. This decrease was primarily due to lower last-mile transportation activity, despite an increase in the weighted average number of fully utilized systems to 105 in the six months ended June 30, 2026 from 97 in the six months ended June 30, 2025.
Current report
Interest expense was $16.9 million and $21.7 million in the three and six months ended June 30, 2026, respectively, compared to $7.0 million and $13.2 million in the three and six months ended June 30, 2025, respectively. The increase was primarily due to higher average debt outstanding as a result of the issuance of the Senior Notes in the second quarter of 2026.
Current report
Senior Notes
Current report
As of June 30, 2026, the outstanding principal amount of the Senior Notes totaled $1.3 billion. The Senior Notes will mature on May 15, 2031. The Company used a portion of the net proceeds from the Senior Notes to repay certain of the Company’s outstanding borrowings and to pay related fees and expenses (described below) and intends to use the remaining net proceeds for general corporate purposes, including to fund growth capital expenditures. Interest on the Senior Notes is payable semi-annually at a rate of 6.375% per annum, and estimated interest payments will be approximately $83.6 million over the subsequent twelve months, based on the outstanding principal amount as of June 30, 2026.
Current report
Our Revolving Credit Facility provides for borrowings of up to $650.0 million, including a sublimit for the issuance of letters of credit in an amount up to $150.0 million. At the Company’s option, and subject to the satisfaction of certain conditions precedent, the Revolving Credit Facility may be increased by up to $200.0 million. As of June 30, 2026, no borrowings were outstanding, standby letters of credit with an aggregate face amount of $75.0 million had been issued, and remaining availability under the Revolving Credit Facility was $575.0 million. We intend to use any future borrowings for working capital and other general corporate purposes and to pay transaction expenses.
Current report
On May 12, 2026, concurrently with the issuance of the Senior Notes and entry into the new Credit Agreement, we used a portion of the net proceeds to repay in full and terminate the Bridge Term Loan, Stonebriar Term Loan, and Caterpillar Term Loans, which had an aggregate outstanding principal balance of $463.9 million. We recorded a loss on extinguishment of debt of $14.8 million, consisting of $8.8 million in unamortized debt financing costs and $6.0 million in prepayment penalties, which was recognized in the condensed consolidated statements of operations for the three and six months ended June 30, 2026.
Current report
See Note 11. “Debt” in the notes to our condensed consolidated financial statements for additional information regarding our outstanding debt facilities, including terms, covenants, maturity schedules, and the debt extinguishments that occurred during the period.
Removed paragraphs (23)
Previous report
Master Equipment Rental Agreements
Previous report
On February 12, 2026, we entered into a Master Equipment Rental Agreement (the “Hatchbo Agreement”) with Hatchbo, LLC (“Hatchbo”) to provide over 500 megawatts (“MW”) of power generation equipment to support Hatchbo’s power demand for artificial intelligence computing needs at its data center. Hatchbo is an affiliate of an investment grade, global technology company and industry leader in the evolving artificial intelligence space. The Hatchbo Agreement has an initial term of 10 years, with an option to extend an additional 5 years, beginning in the first quarter of 2027.
Previous report
In connection with the Hatchbo Agreement, the Company received a $45.4 million advance rental payment covering the final four months of the initial ten-year term. This prepayment has been recorded as deferred revenue as of March 31, 2026. See Deferred Revenue under Note 5. “Summary of Significant Accounting Policies” for additional information.
Previous report
Genco Acquisition
Previous report
On March 16, 2026, the Company, through our subsidiary Project G Buyer, LLC, completed the acquisition of 100% of the outstanding equity interests in Focus Genco Cayman Ltd. (“Genco”), the parent company of Genco Power Solutions, a distributed power generation company, pursuant to a securities purchase agreement (the “Genco Acquisition”). The acquired assets consist primarily of gas turbine generators held for lease under passive dry-lease arrangements. The Genco Acquisition expands the Company’s capabilities in power distribution solutions within the Solaris Power Solutions segment and is expected to add 400 MW of incremental power generation capacity to Solaris between March 2026 and July 2028, inclusive of approximately 100 MW of currently operated and contracted capacity. For further details, refer to Note 4. “Genco Acquisition” in the notes to our condensed consolidated financial statements.
Previous report
NovaLT16 Turbine Acquisition
Previous report
On March 13, 2026, we acquired all contractual rights to receive 30 NovaLT16 gas turbine generator units (the “NovaLT16 Turbine Acquisition”) from Baker Hughes Energy Services LLC under an existing turbine supply contract. The units are scheduled to be delivered between September 2026 and September 2029, providing approximately 500 MW of incremental power generation capacity between early 2027 and 2029. See Note 17. “Commitments and Contingencies” in the notes to our condensed consolidated financial statements.
Previous report
On March 16, 2026, we entered into a secured term loan agreement (the “Bridge Term Loan”) that provided us with term loans in an aggregate principal amount of $300.0 million. The Term Loan is a one-time draw facility, and we used net proceeds of $295.0 million to fund the Genco Acquisition, the NovaLT16 Turbine Acquisition, and for working capital and general corporate purposes. On April 8, 2026, we entered into an amendment to the Bridge Term Loan, which allows for additional borrowings of $200.0 million. Refer to Note 10. “Debt”, Note 17. “Commitments and Contingencies”, and Note 19. “Subsequent Events” in the notes to our condensed consolidated financial statements.
Previous report
Term Loans
Previous report
On March 16, 2026, in connection with the Genco Acquisition, we assumed term loans with Caterpillar Financial Services Corporation with an aggregate outstanding principal balance of $15.3 million. Refer to Note 4. “Genco Acquisition” and Note 10. “Debt” in the notes to our condensed consolidated financial statements.
Previous report
On March 16, 2026, also in connection with the Genco Acquisition, we entered into a new term loan with Eldridge Asset Finance, LLC, as administrative agent, and Stonebriar, as initial lender, with a principal amount of $148.6 million (the “Stonebriar Term Loan”). The Stonebriar Term Loan was incurred in connection with the Genco Acquisition, with $123.2 million representing a component related to the extinguishment of pre-existing Genco obligations, $24.7 million representing cash proceeds received at closing, and $0.7 million representing debt financing costs rolled into the principal at inception. See Note 4. “Genco Acquisition” and Note 10. “Debt” in the notes to our condensed consolidated financial statements.
Previous report
statements.
Previous report
In the first quarter of 2026, we entered into an agreement for over 500 MW of power generation to support power demand for artificial intelligence computing needs at data centers with a global technology leader. Subsequently, in April 2026, we entered into an agreement with an additional global technology leader for over 600 MW of power generation at its data center locations.
Previous report
Interest expense decreased by $1.4 million to $4.8 million in the three months ended March 31, 2026, compared to $6.2 million in the same period of 2025, primarily due to the higher-rate term loan that was outstanding for most of 2025 and was fully repaid and extinguished in early October 2025.
Previous report
•Cash flows from operations;
Previous report
•Borrowing availability under our Term Loan and Stateline’s term loan facility;
Previous report
•Net proceeds from the issuance of the 2031 Notes, with certain funds remaining as of March 31, 2026
Previous report
Revolving Credit Facility Extinguishment
Previous report
As of March 31, 2026, outstanding borrowings under the Bridge Term Loan totaled $300.0 million and will mature on March 15, 2027. The net proceeds from the issuance were used to fund the Genco Acquisition. The Term Loan was amended on April 8, 2026 to allow for an additional single borrowing of $200.0 million until October 8, 2026. Interest on the Term Loan is payable quarterly. Based on the outstanding borrowings as of March 31, 2026, estimated interest payments will be approximately $20.2 million over the subsequent twelve months.
Previous report
Term Loans
Previous report
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 report
Subsequent Commitments
Previous report
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.
Reworded paragraphs (34)
Previous 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.
Current wording
We deliver comprehensive power infrastructure solutions including generation, distribution, installation and commissioning, aftermarket support, and operations and maintenance. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including data center, energy, and other commercial and industrial sectors.
Previous wording
On April 24, 2026, we entered into an agreement with a new customer to provide over 600 MW of power capacity, including balance of plant equipment beyond emissions control, to support the customer’s power demand for artificial intelligence computing needs at its data center. The new customer is an affiliate of an investment grade, global technology company in the evolving artificial intelligence space. For additional information on the agreement, refer to Note 19.“Subsequent Events” in the notes to our consolidated financial statements.
Current wording
On April 24, 2026, we entered into an agreement with a new customer to provide approximately 640 MW of power capacity, including balance of plant equipment beyond emissions control, to support the customer’s power demand for artificial intelligence computing needs at its data center. In July 2026, we signed additional agreements which expand the scope of the original contract to now include additional balance of plant and energy storage assets as well as management of natural gas on a cost-plus basis. The new customer is an affiliate of an investment grade, global technology company in the evolving artificial intelligence space. The agreement provides for an initial rental term of ten years, with an option to extend for an additional five years. Deployments are scheduled to commence in late 2026 and scale through 2028.
Previous 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.
Current wording
In July 2026, Stateline drew an additional $21.0 million under the Stateline term loan facility, increasing the outstanding balance to $360.7 million. The proceeds were used to fund growth-related capital expenditures. Refer to Note 11. “Debt” and Note 20.“Subsequent Events” in the notes to our condensed consolidated financial statements.
Previous 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.
Current wording
In the second quarter of 2026, Solaris Power Solutions continued to drive the Company’s growth, contributing 72% of total revenue and 80% of total segment Adjusted EBITDA. For the six months ended June 30, 2026, Solaris Power Solutions revenue contributed 69% of total revenue and 78% of total segment Adjusted EBITDA. Capital expenditures should remain heavily weighted towards Solaris Power Solutions as we intend to grow our capacity and deploy more power assets with customers. We believe cont inued demand for our power assets will drive Solaris Power Solutions to remain the dominant segment contributor to revenue and Adjusted EBITDA.
Previous wording
Demand for Solaris Power Solutions is predominantly influenced by accelerating needs for power in the U.S., juxtaposed against constrained electrical grid infrastructure. This is due to a number of factors including, but not limited to, aging transmission and distribution networks, extreme weather, and long lead times for various electric infrastructure equipment. Solaris’ power offerings are configurable and can be scaled to match power demand on a “behind-the-meter” or “distributed” basis in a shorter timeline than many grid-based providers can service.
Current wording
Demand for Solaris Power Solutions is predominantly influenced by accelerating needs for power in the U.S., juxtaposed against constrained electrical grid infrastructure. This is due to a number of factors including, but not limited to, aging transmission and distribution networks, extreme weather, and long lead times for various electric infrastructure equipment. Solaris’ power offerings are configurable and can be scaled to match power demand on a “behind-the-meter” or “distributed” basis in a shorter timeline than many grid-based alternatives, and can stay on site longer term to provide integrated primary and backup power as a complement to the grid or other co-located power solutions.
Previous 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.
Current wording
The Company’s power generation capacity is now expected to reach a total of approximately 3,200 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 extension options. 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 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.
Current wording
We expect remaining total company capital expenditures in 2026 of approximately $1 billion on a consolidated basis, of which approximately $97 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 $10 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 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.
Current wording
We intend to fund the majority of our current planned capital expenditures with available cash, cash flows from operations, remaining net proceeds from the Senior Notes offering and borrowing availability under our Revolving Credit Facility, and proceeds from delayed draw term loans under 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
The sustainability of this favorable supply-demand dynamic in the power sector will depend on multiple factors, including continued demand growth for generative AI computing applications, supply chain availability for electrical equipment, potential regulatory changes, overall economic activity levels, the level and pace at which the power industry can invest in power infrastructure, and the pace of continued electrification-driven demand growth.
Current wording
Sustainability of this favorable supply-demand dynamic in the power sector depends on multiple factors, including continued demand growth for generative artificial intelligence computing, supply chain availability for electrical equipment, potential regulatory changes, overall economic activity levels, the level and pace at which the industry can invest in and deploy infrastructure, and the pace of continued electrification-driven demand growth.
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 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
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. The level of demand over the longer term will depend on multiple factors, including commodity price levels, customer consolidation that can drive activity and procurement strategy changes and industry efficiency gains, geopolitical risk, economic activity, potential regulatory changes and potential impacts from geopolitical disruptions.
Previous wording
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Current wording
Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025
Previous wording
Solaris Power Solutions. Solaris Power Solutions revenues increased by $79.2 million, or 160%, to $128.5 million for the three months ended March 31, 2026, compared to $49.4 million for the three months ended March 31, 2025. The increase in revenues was primarily due to increased MW capacity deployed. Deployed capacity increased to approximately 910 MW in the three months ended March 31, 2026, compared to approximately 390 MW in the same period of 2025.
Current wording
Solaris Power Solutions. Solaris Power Solutions revenues were $158.3 million and $286.8 million in the three and six months ended June 30, 2026, respectively. Solaris Power Solutions revenues were $75.6 million and $125.0 million in the three and six months ended June 30, 2025, respectively. The increase in revenues in the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 was primarily due to increased MW capacity deployed. Deployed capacity increased to weighted averages of approximately 950 MW and 930 MW, respectively, in the three and six months ended June 30, 2026, compared to weighted averages of approximately 600 MW and 500 MW, respectively, in the three and six months ended June 30, 2025.
Previous wording
Solaris Logistics Solutions. Solaris Logistics Solutions revenues decreased by $9.3 million, or 12%, to $67.7 million for the three months ended March 31, 2026, compared to $77.0 million for the three months ended March 31, 2025. This decrease was primarily due to lower last-mile transportation activity, despite an increase in the number of fully utilized systems to 104 in the three months ended March 31, 2026 from 98 in the same period of 2025.
Current wording
Solaris Logistics Solutions. Solaris Logistics Solutions revenues decreased by $12.6 million, or 17%, to $61.1 million for the three months ended June 30, 2026, compared to $73.7 million for the three months ended June 30, 2025. This decrease was primarily due to lower last-mile transportation activity, despite an increase in the weighted average number of fully utilized systems to 106 in the three months ended June 30, 2026 from 94 in the three months ended June 30, 2025.
Previous wording
Solaris Power Solutions. Solaris Power Solutions cost of revenue increased by $37.2 million to $53.7 million for the three months ended March 31, 2026, compared to $16.5 million for the three months ended March 31, 2025. The increase was due to higher deployed MW capacity and related activity levels.
Current wording
Solaris Power Solutions. Solaris Power Solutions cost of revenue was $56.3 million and $110.1 million in the three and six months ended June 30, 2026, respectively. Solaris Power Solutions cost of revenue was $28.3 million and $44.8 million in the three and six months ended June 30, 2025, respectively. The increase in both 2026 periods was due to higher deployed MW capacity and related activity levels.
Previous wording
Solaris Power Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 42% for the three months ended March 31, 2026, compared to 33% for the three months ended March 31, 2025.
Current wording
Solaris Power Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 36% and 38% for the three and six months ended June 30, 2026, respectively, compared to 37% and 36% for the three and six months ended June 30, 2025, respectively.
Previous wording
Solaris Logistics Solutions. Solaris Logistics Solutions cost of revenue decreased by $6.2 million to $45.0 million for the three months ended March 31, 2026, compared to $51.2 million for the three months ended March 31, 2025. The decrease was primarily driven by lower last-mile transportation activity, partially offset by higher labor costs and repair and maintenance expenses to support an increase in fully utilized system counts during the three months ended March 31, 2026.
Current wording
Solaris Logistics Solutions. Solaris Logistics Solutions cost of revenue decreased by $14.2 million to $36.8 million for the three months ended June 30, 2026, compared to $51.0 million for the three months ended June 30, 2025. The decrease was primarily driven by lower last-mile transportation activity, partially offset by higher labor costs to support an increase in fully utilized system counts during the three months ended June 30, 2026. Solaris Logistics Solutions cost of revenue decreased by $20.4 million to $81.8 million for the six months ended June 30, 2026, compared to $102.2 million for the six months ended June 30, 2025. The decrease was primarily driven by lower last-mile transportation activity, partially offset by higher labor costs to support an increase in fully utilized system counts during the six months ended June 30, 2026.
Previous wording
Solaris Logistics Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 67% for the each of the three months ended March 31, 2026 and 2025.
Current wording
Solaris Logistics Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 60% and 64% for the three and six months ended June 30, 2026, respectively, compared to 69% and 68% for the three and six months ended June 30, 2025, respectively.
Previous 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.
Current wording
Depreciation and amortization increased by $21.1 million, or 115%, to $39.5 million in the three months ended June 30, 2026, compared to $18.4 million in the same period of 2025. Depreciation and amortization increased by $25.8 million, or 67%, to $64.3 million in the six months ended June 30, 2026, compared to $38.4 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 the second half of 2025 and first half of 2026, including the addition of depreciable assets from the Genco Acquisition completed in March 2026.
Previous 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.
Current wording
Selling, general and administrative expenses increased by $15.1 million, or 101%, to $30.0 million in the three months ended June 30, 2026, compared to $14.9 million in the same period of 2025. The increase was primarily driven by an $11.3 million increase in salaries, wages and benefits resulting from an increase in average headcount, as well as higher employee and office costs associated with supporting a larger workforce and higher legal expenses as our Solaris Power Solutions segment has expanded. Selling, general and administrative expenses increased by $20.7 million, or 69%, to $50.9 million in the six months ended June 30, 2026, compared to $30.2 million in the same period of 2025. The increase was primarily driven by a $13.4 million increase in salaries, wages and benefits resulting from an increase in average headcount, as well as higher employee and office costs associated with supporting a larger workforce and higher legal expenses as our Solaris Power Solutions segment has expanded.
Previous wording
Other operating expenses, net remained relatively flat at $1.3 million in the three months ended March 31, 2026, compared to $1.2 million in the same period of 2025.
Current wording
Other operating expenses, net decreased by $1.0 million to $0.2 million in the three months ended June 30, 2026, compared to $1.2 million in the same period of 2025. Other operating expenses, net decreased by $1.0 million to $1.5 million in the six months ended June 30, 2026, compared to $2.5 million in the same period of 2025. The decrease was primarily related to credit allowance recoveries collected during the second quarter of 2026.
Previous wording
Interest income increased by $1.7 million to $2.8 million in the three months ended March 31, 2026, compared to $1.0 million in the same period of 2025, primarily due to higher interest income earned on higher cash balances resulting from the issuance of convertible notes.
Current wording
Interest income was $5.5 million and $8.2 million in the three and six months ended June 30, 2026, respectively, compared to $1.5 million and $2.6 million in the three and six months ended June 30, 2025, respectively. The increase was primarily due to higher interest income earned on higher cash balances primarily resulting from the issuance of the 2031 Notes in October 2025 and the Senior Notes in May 2026.
Previous wording
Loss on debt extinguishment was $1.3 million for the three months ended March 31, 2026, related primarily to the write-off of unamortized debt issuance costs associated with the extinguishment of the revolving credit facility. There was no loss on debt extinguishment for the three months ended March 31, 2025.
Current wording
Loss on debt extinguishment was $14.8 million and $16.1 million for the three and six months ended June 30, 2026, respectively, related primarily to the write-off of unamortized debt financing costs associated with the extinguishment of the Bridge Term Loan, the Stonebriar Term Loan and Caterpillar Term Loans in the three months ended June 30, 2026, as well as the BofA Revolving Facility in the first quarter of 2026. See Note 11. “Debt” in the notes to our condensed consolidated financial statements. There was no loss on debt extinguishment for the three and six months ended June 30, 2025.
Previous 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.
Current wording
During the three months ended June 30, 2026, we recognized a combined United States federal and state expense for income taxes of $5.0 million, a decrease of $1.0 million as compared to the $6.0 million income tax expense we recognized during the three months ended June 30, 2025. During the six months ended June 30, 2026, we recognized a combined United States federal and state expense for income taxes of $20.2 million, an increase of $10.3 million as compared to the $9.9 million income tax expense we recognized during the six months ended June 30, 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 16.5% and 19.8% for the three months ended June 30, 2026 and June 30, 2025, respectively. The effective combined United States federal and state income tax rates were 26.1% and 21.0% for the six months ended June 30, 2026 and June 30, 2025, respectively.
Previous wording
Our primary sources of liquidity include:
Current wording
Our primary sources of liquidity consist of cash flows from operations, remaining net proceeds from the Senior Notes offering and borrowing availability under our Revolving Credit Facility and the Stateline Term Loan.
Previous 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.
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 June 30, 2026, outstanding borrowings under the Stateline Term Loan totaled $339.7 million, of which $11.4 million was classified as current. The Stateline Term Loan provides significant funding flexibility for Stateline’s capital needs. We estimate interest payments of approximately $34.8 million over the subsequent twelve months, which will increase as additional amounts are drawn. In July 2026, Stateline drew an additional $21.0 million to fund growth-related capital expenditures, increasing the outstanding balance to $360.7 million. The remaining capacity of $157.8 million is expected to be drawn during the remainder of 2026, depending on the timing of progress payments and equipment deliveries.
Previous 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.
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 $1.9 million over the subsequent twelve months.
Previous wording
On March 16, 2026, substantially concurrently with the closing of the Term Loan, the Company terminated its revolving credit facility agreement with Bank of America, N.A., as agent, and the lenders party thereto. The facility had a borrowing base up to $75.0 million. As of the date of termination, there were no outstanding borrowings under the facility. The extinguishment of the facility resulted in a loss on extinguishment of debt of $1.3 million, primarily consisting of unamortized debt issuance costs, which was recognized in the condensed consolidated statement of operations for the three months ended March 31, 2026.
Current wording
On March 16, 2026, concurrently with the closing of the Bridge Term Loan, we terminated our revolving credit facility agreement with Bank of America, N.A. (the “BofA Revolving Facility”). The BofA Revolving Facility had a borrowing base of up to $75.0 million. As of the date of termination, there were no outstanding borrowings under the BofA Revolving Facility. The extinguishment of the BofA Revolving Facility resulted in a loss on extinguishment of debt of $1.3 million, primarily consisting of the write-off of unamortized debt financing costs, which was recognized in the condensed consolidated statements of operations for the three months ended March 31, 2026.
Previous 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.
Current wording
We have entered into purchase commitments for power generation equipment that are critical to our long-term strategic initiatives. As of June 30, 2026, short-term purchase commitments due within the subsequent twelve months totaled $896.9 million. Long-term purchase commitments that extend beyond one year total $580.3 million, of which $478.7 million is scheduled to be fulfilled during 2027, $202.4 million is scheduled to be fulfilled during 2028, and the remaining $52.9 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
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.
Current wording
As of June 30, 2026, cash and cash equivalents totaled $824.1 million and we had $575.0 million of available capacity under our Revolving Credit Facility after $75.0 million of outstanding letters of credit. We believe that our cash reserves, projected operating cash flows, remaining net proceeds from the Senior Notes offering, borrowing availability under the Revolving Credit Facility, and access to delayed draw term loans under the 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
The Company’s board of directors authorized a share repurchase program on March 1, 2023, with an approved limit of $50.0 million and no set term limits. During the three months ended March 31, 2026, we did not repurchase nor retire any shares of Class A common stock under the share repurchase program. As of March 31, 2026, we have collectively repurchased and retired 4,272,127 shares of Class A common stock for $34.6 million, or $8.09 per share, resulting in $15.4 million remaining under the authorized share repurchase program.
Current wording
The Company’s board of directors authorized a share repurchase program on March 1, 2023, with an approved limit of $50.0 million and no set term limits. During the three and six months ended June 30, 2026, we did not repurchase nor retire any shares of Class A common stock under the share repurchase program. As of June 30, 2026, we have collectively repurchased and retired 4,272,127 shares of Class A common stock for $34.6 million, or $8.09 per share, resulting in $15.4 million remaining under the authorized share repurchase program.
Previous 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.
Current wording
Operating Activities. Net cash provided by operating activities increased to $265.5 million for the six months ended June 30, 2026, compared to $49.9 million in the same period of 2025, representing an increase of $215.6 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 $83.1 million for the six months ended June 30, 2026, compared to the prior comparable period. In addition, cash provided by working capital increased $128.8 million for the six months ended June 30, 2026, compared to the prior comparable period.
Previous 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.
Current wording
Investing Activities. Net cash used in investing activities was $950.5 million for the six months ended June 30, 2026, an increase from $337.0 million during the same period of 2025. The $613.5 million increase is mainly attributed to $831.5 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, and $107.6 million paid for the Genco Acquisition in the six months ended June 30, 2026, as compared with $325.6 million paid for turbines and ancillary equipment in the six months ended June 30, 2025.
Previous 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.
Current wording
Financing Activities. For the six months ended June 30, 2026, net cash provided by financing activities totaled $1,226.5 million. This amount primarily reflects $1,314.4 million from net debt financing, partially offset by $44.2 million paid for debt financing costs, $5.9 million in debt extinguishment fees, $14.7 million paid for cancelled shares withheld for taxes from vesting of restricted stock, $14.5 million in quarterly dividends to Class A common stock shareholders, $3.6 million in distributions to Solaris LLC unitholders and $1.7 million in Tax Receivable agreement payments. In comparison, net cash provided by financing activities was $266.3 million for the six months ended June 30, 2025. This amount primarily reflects $227.0 million of borrowings from debt financing and $86.0 million of capital contributions from non-controlling interest in Stateline, partially offset by $13.2 million paid for debt financing costs, $10.2 million paid for cancelled shares withheld for taxes from vesting of restricted stock, $9.6 million in quarterly dividends to Class A common stock shareholders, $7.9 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 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.
Current wording
Our significant cash commitments primarily relate to our capital expenditures under our power generation fleet growth program and debt service on our Senior Notes and 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the three months ended June 30, 2026 our effective tax rate differed from the statutory rate primarily due to the impact of the non-controlling interest and mix of states where we operate. Our effective tax rate differed from the statutory rate for the six months ended June 30, 2026, primarily due to the impact of the non-controlling interest, the executive compensation deduction limitation and mix of states where we operate.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Refer to Note 10. “Debt” and Note 19.“Subsequent Events” in the notes to our condensed consolidated financial
Previous report — wording carried elsewhere
that can drive activity and procurement strategy changes and industry efficiency gains, geopolitical risk, economic activity, potential regulatory changes and potential impacts from geopolitical disruptions.