Solaris Energy Infrastructure, Inc.
For the period ended Sep 30, 2026. Filed Nov 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.
Sep 30, 2026 · Filed Nov 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 2026-06-30; filed 2026-08-06.
0001628280-26-054349
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001628280-26-071604
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 97 previous paragraphs and 108 current paragraphs.
38 unchanged; 45 reworded; 24 added; 13 removed; 1 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 (24)
Current report
Omega Acquisition
Current report
On September 1, 2026, we completed the acquisition of Omega Foundation Services LLC (“Omega”), a specialized engineering, procurement and construction firm with significant expertise in heavy civil construction across multiple end markets, including large-scale data centers, LNG facilities, industrial projects and government infrastructure (the “Omega Acquisition”). With the benefit of the Omega Acquisition, we are less reliant upon third-party engineering, procurement and construction contractors for early-stage site preparation, heavy civil construction and electrical substation development which could become a potential bottleneck for our projects and the industry overall. The acquisition extends our full-cycle power solutions offering, which now spans early-stage site services, front-end plant installation and commissioning services, and electrical substation development. Omega has historically performed work for a range of third-party customers across multiple end markets and is expected to continue to serve third-party customers following the Omega Acquisition in addition to performing work on our own power projects. Omega’s work is performed principally under master service agreements and project-specific work orders, predominantly under fixed-price contracts.
Current report
The preliminary fair value of the total purchase consideration transferred was $275.2 million, consisting of cash and equity consideration, including 3,599,199 shares of our Class A common stock with an acquisition-date fair value of $178.7 million. See Note 4. “Acquisitions -Business Combinations” in the notes to our condensed consolidated financial statements for the components of the consideration transferred.
Current report
The acquisition was accounted for as a business combination, and the results of Omega’s operations have been included in our condensed consolidated financial statements from the acquisition date. Omega contributed revenue of $57.9 million and pre-tax income of $9.8 million for the three and nine months ended September 30, 2026.
Current report
The fair value of the total purchase consideration transferred was $263.1 million, consisting of cash and contingent consideration and 2,880,682 shares of our Class A common stock with an acquisition-date fair value of $211.5 million. See Note 4. “Acquisitions -Business Combinations” in the notes to our condensed consolidated financial statements for the components of the consideration transferred.
Current report
The acquisition was accounted for as a business combination, and the results of GESA’s operations have been included in our condensed consolidated financial statements from the acquisition date. GESA contributed revenue of $89.9 million and pre-tax income of $17.0 million for the three and nine months ended September 30, 2026.
Current report
Recent Contracts
Current report
On October 29, 2026, we entered into a 15-year agreement, with an option to extend for an additional 15 years, to provide approximately 900 megawatts (“MW”) of power generation, associated balance of plant equipment, and operations and maintenance services. The agreement is with an existing customer, a leading global, investment-grade, diversified industrial and technology company. Deployments are expected to begin in the first half of 2027 and scale through 2028.
Current report
In September 2026, we signed a new 7-year operating and maintenance agreement to manage approximately 400 MW of generation capacity owned by an existing customer.
Current report
Additional Capacity
Current report
Since the second quarter of 2026, we have secured 15 turbines that are expected to add approximately 390 MW of power generation capacity, most of it beginning in the first quarter of 2027. These include nine turbines bought from private parties for approximately $277.0 million in cash, and six turbines from suppliers that are subject to milestone payments. Approximately $114.0 million of these payments were made in the third quarter of 2026.
Current report
7.000% Senior Notes due 2032
Current report
First Amendment to Credit Agreement
Current report
Other operating expenses, net were $2.6 million and $2.2 million, respectively, for the three months ended September 30, 2026 and 2025. Other operating expenses, net were $4.1 million and $4.7 million, respectively, for the nine months ended September 30, 2026 and 2025. The three and nine months ended September 30, 2026 primarily included expenses related to transaction costs and credit allowances. The three and nine months ended September 30, 2025 included the recognition of an additional $3.0 million related to the Tax Receivable Agreement liability, as well as credit allowances.
Current report
2032 Senior Notes
Current report
The 2032 Senior Notes were issued on October 1, 2026 and are not reflected in the Company’s condensed consolidated balance sheet or condensed consolidated statements of operations as of or for the three and nine months ended September 30, 2026. The net proceeds of the 2032 Senior Notes were approximately $1.23 billion and will be used for general corporate purposes and growth capital expenditures, in addition to paying for fees and expenses related to the offering. The 2032 Senior Notes will mature on April 1, 2032, and interest on the 2032 Senior Notes is payable semi-annually at a rate of 7.000% per annum.
Current report
2031 Senior Notes
Current report
Revolving Credit Facility
Current report
On October 1, 2026, we entered into the first amendment (the “First Amendment”) to the Credit Agreement to primarily increase the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to $850.0 million and also increase the sublimit for the issuance of letters of credit under the Revolving Credit Facility from $150.0 million to $325.0 million. We intend to use any future borrowings for working capital and other general corporate purposes and to pay transaction expenses.
Current report
Equipment Financing
Current report
In connection with the Omega Acquisition and GESA Acquisitions, we acquired $38.9 million of financing agreements, primarily related to equipment. These financing agreements bear interest at various rates ranging from 0.0% to 16.50% per annum and are payable in monthly installments. These financing agreements mature beginning in the first quarter of 2027 through April 2031 and are secured by the underlying financed equipment.
Current report
Repayment of Assumed Debt
Current report
In connection with the Omega Acquisition and the GESA Acquisition, we acquired $14.0 million of debt which we subsequently repaid in full following the closing of each acquisition. The fair value recognized for this debt at the acquisition date approximated its carrying amount, and thus no extinguishment gain or loss was recognized for the subsequent repayment. The repayments are included in “Repayments of debt financing” on the condensed consolidated statements of cash flows.
Current report
Debt Extinguishment
Removed paragraphs (13)
Previous 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.
Previous 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.
Previous report
Contract Conversion and Balance of Plant Expansion to February 2026 Hatchbo Contract
Previous report
Master Equipment Rental Agreement and Balance of Plant, Energy Storage and Services Scope Expansion
Previous report
Contract Tenor and Capacity Extension
Previous report
Investment in Deployable Energy Limited
Previous 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.
Previous report
6.375% Senior Notes due 2031
Previous 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.
Previous report
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 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.
Previous report
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.
Reworded paragraphs (45)
Previous 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.
Current wording
We deliver comprehensive power infrastructure solutions including generation, distribution, site preparation, installation and commissioning, aftermarket support, and operations and maintenance. Headquartered in Houston, Texas, we serve multiple end markets, including data centers, energy, and other commercial and industrial sectors. We operate through two reportable business segments:
Previous wording
•Solaris Power Solutions: This segment delivers power generation, power control, and power distribution solutions. Our offerings support data center, energy, and other commercial and industrial sector customers by providing flexible, on-demand power infrastructure, including power control and distribution capabilities.
Current wording
•Solaris Power Solutions: This segment delivers power generation, power control, and power distribution solutions, along with sales of power equipment, as well as refurbishment, aftermarket, and specialized engineering and construction services, for both our own generation assets and those owned by third parties. Our offerings support data center, energy, and other commercial and industrial sector customers by providing flexible, on-demand power infrastructure, including power control and distribution capabilities.
Previous wording
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 wording
On July 1, 2026, we completed the acquisition of Global Energy Services Alliance, Inc. (“GESA”), a full cycle power generation service provider formed through the combination of Baseload Power, a U.S. provider of power generation aftermarket solutions, and Pro-Per Energy Services, a global provider of power plant installation and operations and maintenance services (the “GESA Acquisition”). The GESA Acquisition scales our in-house capabilities across the full life of a generation asset, spanning front-end plant installation and commissioning, long-term operations, and life-of-asset repair and maintenance. The GESA Acquisition also added more than 1 GW of installed generation capacity under operations and maintenance service arrangements across domestic and international markets.
Previous 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.
Current wording
In July 2026, we signed additional agreements to a contract entered into in April 2026 with a new customer to provide approximately 640 MW of power generation equipment and balance of plant to support the customer’s power demand for artificial intelligence computing needs at its data center, 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
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 wording
On February 12, 2026, we entered into a power capacity agreement with Hatchbo, LLC, an affiliate of an investment-grade global technology company, initially providing approximately 530 MW of power generation equipment. In the second quarter of 2026, we amended the agreement to add incremental generation capacity and balance of plant equipment, including batteries. In July 2026, we signed a further amendment converting the original power capacity agreement with Hatchbo, LLC into a final operating agreement, expanding the scope of services to include the delivery and operation of a full turnkey power plant of approximately 660 MW with balance of plant, batteries and energy management systems designed to manage artificial intelligence workloads. In connection with the amendment, 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.
Previous wording
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 wording
On October 1, 2026, Solaris Energy Infrastructure, LLC (“Solaris LLC”), a consolidated subsidiary of the Company, issued $1.25 billion aggregate principal amount of 7.000% Senior Notes due 2032 (the “2032 Senior Notes”) at par in a private placement. The offering resulted in net proceeds of approximately $1.23 billion. The net proceeds from the offering will be used for general corporate purposes and growth capital expenditures, in addition to paying for fees and expenses related to the offering. The 2032 Senior Notes are not reflected in the Company’s condensed consolidated balance sheets or condensed consolidated statements of operations as of or for the three and nine months ended September 30, 2026. See Note 20. “Subsequent Events” in the notes to our condensed consolidated financial statements.
Previous wording
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 wording
On October 1, 2026, we entered into the first amendment (the “First Amendment”) to the credit agreement with MUFG Bank, Ltd., as administrative agent, and the lenders party thereto (the “Credit Agreement”), primarily to increase the aggregate revolving commitments under the senior secured revolving credit facility (the “Revolving Credit Facility”) by $200.0 million, from $650.0 million to $850.0 million, through the exercise in full of the incremental commitment feature under the Credit Agreement, and also to increase the sublimit for the issuance of letters of credit under the Revolving Credit Facility from $150.0 million to $325.0 million. See Note 20. “Subsequent Events” in the notes to our condensed consolidated financial statements.
Previous 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.
Current wording
Subsequent to September 30, 2026, Stateline drew an additional $25.0 million under the Stateline term loan facility, increasing the outstanding balance to $433.2 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 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.
Current wording
In the third quarter of 2026, Solaris Power Solutions continued to drive the Company’s growth, contributing 83% of total revenue and 84% of total segment Adjusted EBITDA. For the nine months ended September 30, 2026, Solaris Power Solutions revenue contributed 75% of total revenue and 80% 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 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.
Current wording
Demand for Solaris Power Solutions is predominantly influenced by accelerating needs for power in the U.S. 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. These power solutions support data center, energy, and other commercial and industrial sector customers.
Previous 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.
Current wording
Since the second quarter of 2026, the company has secured over 300 MW of additional generation capacity. The Company’s power generation capacity is now expected to reach a total of more than 3,500 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 fifteen years, with extension options ranging from five to fifteen 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.
Previous 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.
Current wording
We expect remaining total company capital expenditures in 2026 of approximately $1 billion on a consolidated basis, of which approximately $110 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, 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.
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 2031 Senior Notes offering and the 2032 Senior Notes offering, 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 generally have the ability to cancel the committed purchase orders (other than certain non-cancellable obligations), subject to the payment of cancellation fees.
Previous wording
Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025
Current wording
Three and Nine Months Ended September 30, 2026 Compared to Three and Nine Months Ended September 30, 2025
Previous 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.
Current wording
Solaris Power Solutions. Solaris Power Solutions revenues were $284.2 million and $571.1 million in the three and nine months ended September 30, 2026, respectively. Solaris Power Solutions revenues were $104.9 million and $229.9 million in the three and nine months ended September 30, 2025, respectively. The increase in revenues for each of the 2026 periods was primarily due to the acquisition of GESA and Omega, as well as an increase in the MW capacity deployed during each period. Deployed capacity increased to weighted averages of 818 MW and 892 MW, respectively, in the three and nine months ended September 30, 2026, compared to weighted averages of 760 MW and 590 MW, respectively, in the three and nine months ended September 30, 2025.
Previous 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.
Current wording
Solaris Logistics Solutions. Solaris Logistics Solutions revenues decreased by $5.0 million, or 8%, to $56.9 million for the three months ended September 30, 2026, compared to $61.9 million for the three months ended September 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 104 in the three months ended September 30, 2026 from 84 in the three months ended September 30, 2025.
Previous wording
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 wording
Solaris Logistics Solutions revenues decreased by $26.9 million, or 13%, to $185.6 million for the nine months ended September 30, 2026, compared to $212.6 million for the nine months ended September 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 nine months ended September 30, 2026 from 92 in the nine months ended September 30, 2025.
Previous 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.
Current wording
Solaris Power Solutions. Solaris Power Solutions cost of revenue was $143.7 million and $253.8 million in the three and nine months ended September 30, 2026, respectively. Solaris Power Solutions cost of revenue was $44.4 million and $89.2 million in the three and nine months ended September 30, 2025, respectively. The increase in each of the 2026 periods was due to the acquisition of GESA and Omega, as well as 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 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.
Current wording
Solaris Power Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 51% and 44% for the three and nine months ended September 30, 2026, respectively, compared to 42% and 39% for the three and nine months ended September 30, 2025, respectively.
Previous 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.
Current wording
Solaris Logistics Solutions. Solaris Logistics Solutions cost of revenue decreased by $10.7 million to $33.7 million for the three months ended September 30, 2026, compared to $44.4 million for the three months ended September 30, 2025. Solaris Logistics Solutions cost of revenue decreased by $31.1 million to $115.5 million for the nine months ended September 30, 2026, compared to $146.6 million for the nine months ended September 30, 2025. The decrease in both 2026 periods was primarily driven by lower last-mile transportation activity, partially offset by higher labor costs to support an increase in fully utilized system counts in comparison to the prior year periods.
Previous 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.
Current wording
Solaris Logistics Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 59% and 62% for the three and nine months ended September 30, 2026, respectively, compared to 72% and 69% for the three and nine months ended September 30, 2025, respectively.
Previous 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.
Current wording
Depreciation and amortization increased by $29.1 million, or 130%, to $51.5 million in the three months ended September 30, 2026, compared to $22.4 million in the same period of 2025. Depreciation and amortization increased by $55.0 million, or 90%, to $115.8 million in the nine months ended September 30, 2026, compared to $60.8 million in the same period of 2025. The increase for each 2026 period was driven by the addition of depreciable assets acquired from the Genco Acquisition completed in March 2026 and the addition of depreciable assets associated with the Solaris Power Solutions segment placed in service since the third quarter of 2025, as well as additional depreciable assets acquired from GESA and Omega in the third quarter of 2026.
Previous 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.
Current wording
Selling, general and administrative expenses increased by $27.1 million, or 174%, to $42.6 million in the three months ended September 30, 2026, compared to $15.5 million in the same period of 2025. The increase was primarily driven by a $15.5 million increase in salaries, wages and benefits, including stock-based compensation, 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 $47.8 million, or 105%, to $93.5 million in the nine months ended September 30, 2026, compared to $45.7 million in the same period of 2025. The increase was primarily driven by a $28.6 million increase in salaries, wages and benefits, including stock-based compensation, 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
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 wording
Interest expense was $22.9 million and $44.6 million in the three and nine months ended September 30, 2026, respectively, compared to $10.2 million and $23.5 million in the three and nine months ended September 30, 2025, respectively. The increase was primarily due to higher average debt outstanding as a result of the issuance of the 2031 Senior Notes in the second quarter of 2026.
Previous 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.
Current wording
Interest income was $6.2 million and $14.4 million in the three and nine months ended September 30, 2026, respectively, compared to $1.2 million and $3.8 million in the three and nine months ended September 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 2031 Senior Notes in May 2026.
Previous 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.
Current wording
Loss on debt extinguishment was $16.1 million for the nine months ended September 30, 2026, 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 second quarter of 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 nine months ended September 30, 2025.
Previous 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.
Current wording
During the three months ended September 30, 2026, we recognized a combined United States federal and state expense for income taxes of $9.8 million, an increase of $5.8 million as compared to the $4.1 million income tax expense we recognized during the three months ended September 30, 2025. During the nine months ended September 30, 2026, we recognized a combined United States federal and state expense for income taxes of $30.0 million, an increase of $16.1 million as compared to the $13.9 million income tax expense we recognized during the nine months ended September 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 20.0% and 14.1% for the three months ended September 30, 2026 and September 30, 2025, respectively. The effective combined United States federal and state income tax rates were 23.7% and 18.4% for the nine months ended September 30, 2026 and September 30, 2025, respectively.
Previous wording
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.
Current wording
For the three months ended September 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 nine months ended September 30, 2026, primarily due to the impact of the non-controlling interest, the executive compensation deduction limitation and mix of states where we operate.
Previous 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.
Current wording
Our primary sources of liquidity consist of cash flows from operations, remaining net proceeds from the 2031 Senior Notes offering and 2032 Senior Notes offering, borrowing availability under our Revolving Credit Facility and proceeds from delayed draw term loans under the Stateline Term Loan.
Previous 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.
Current 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. 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 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 wording
As of September 30, 2026, the outstanding principal amount of the 2031 Senior Notes totaled $1.3 billion. The 2031 Senior Notes will mature on May 15, 2031. The Company used a portion of the net proceeds from the 2031 Senior Notes to repay certain of the Company’s outstanding borrowings and to pay related fees and expenses (described below) and used the remaining net proceeds for general corporate purposes, including to fund growth capital expenditures. Interest on the 2031 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 September 30, 2026.
Previous wording
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 wording
Our Revolving Credit Facility originally provided 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 could be increased by up to $200.0 million, which incremental capacity was utilized in full pursuant to the First Amendment described below. As of September 30, 2026, no borrowings were outstanding, standby letters of credit with an aggregate face amount of $125.0 million had been issued, and remaining availability under the Revolving Credit Facility was $525.0 million.
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 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.
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 September 30, 2026, outstanding borrowings under the Stateline Term Loan totaled $408.2 million, of which $18.7 million was classified as current. The Stateline Term Loan provides significant funding flexibility for Stateline’s capital needs. We estimate interest payments of approximately $41.4 million over the subsequent twelve months, which will increase as additional amounts are drawn. Subsequent to September 30, 2026, Stateline drew an additional $25.0 million to fund growth-related capital expenditures, increasing the outstanding balance to $433.2 million. The remaining capacity of $85.3 million is expected to be drawn through the first quarter of 2027, 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 $1.9 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
Previous wording
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 wording
On May 12, 2026, concurrently with the issuance of the 2031 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 during the second quarter of 2026.
Previous 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.
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 during the first quarter of 2026.
Previous 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.
Current wording
We have entered into purchase commitments for power generation equipment that are critical to our long-term strategic initiatives. As of September 30, 2026, short-term purchase commitments due within the subsequent twelve months totaled $824.0 million. Long-term purchase commitments that extend beyond one year total $499.9 million, of which $92.2 million is scheduled to be fulfilled during 2027, $367.4 million is scheduled to be fulfilled during 2028, and the remaining $40.3 million is due in 2029. Other than our obligations under the Baker Hughes Turbine Supply Contract, which are non-cancellable, 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 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.
Current wording
As of September 30, 2026, cash and cash equivalents totaled $399.5 million, and we had $525.0 million of available capacity under our Revolving Credit Facility after $125.0 million of outstanding letters of credit. We believe that our cash reserves, projected operating cash flows, remaining net proceeds from the 2031 Senior Notes offering and 2032 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 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.
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 nine months ended September 30, 2026, we did not repurchase nor retire any shares of Class A common stock under the share repurchase program. As of September 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
All purchases made pursuant to the authorized share repurchase plan were made in accordance with applicable securities laws from time to time in the open-market or through private transactions, depending on market conditions. Going forward, future purchases may be made pursuant to a trading plan meeting the requirements of Rule 10b-18 or Rule 10b-5 under the Exchange Act, and may be discontinued at any time.
Current wording
All purchases made pursuant to the authorized share repurchase plan were made in accordance with applicable securities laws from time to time in the open-market or through private transactions, depending on market conditions. Going forward, future purchases may be made pursuant to a trading plan meeting the requirements of Rule 10b-18 or Rule 10b5-1 under the Exchange Act, and may be discontinued at any time.
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Solutions segment. Interest on the 2031 Notes is payable semi-annually, with estimated payments of approximately $1.9 million over the subsequent twelve months.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We operate through two reportable business segments: