Solaris Energy Infrastructure, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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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, 2025 · Filed Nov 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-01.
0001558370-25-009911
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001697500-25-000042
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 80 previous paragraphs and 89 current paragraphs.
36 unchanged; 29 reworded; 22 added; 14 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 9 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 (22)
Current report
HVMVLV Acquisition
Current report
On August 15, 2025, we acquired HVMVLV, LLC (“HVMVLV”), a specialty provider of power control and distribution solutions, including complex and fast-turnaround electrical control and distribution equipment along with associated technical design and engineering services. The acquisition expands the Company’s capabilities in power control and distribution solutions, enhancing its distributed power generation offerings within the Solaris Power Solutions segment. The results of HVMVLV’s operations have been included in our condensed consolidated financial statements from the acquisition date through September 30, 2025. For further details regarding the acquisition, refer to Note 4. “HVMVLV Acquisition” in the notes to our condensed consolidated financial statements.
Current report
2031 Notes
Current report
In October 2025, we issued $747.5 million aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “2031 Notes”) in an underwritten public offering, which included the full exercise of a $97.5 million over-allotment option. We used a portion of the net proceeds from the issuance of the 2031 Notes to repay in full the outstanding principal amount (plus accrued and unpaid interest and any make whole or other prepayment option) under the existing secured term loan agreement (the “Term Loan”) and terminate such Term Loan. As a result, we expect to recognize a loss on the extinguishment of debt in the fourth quarter of 2025. The amount of such loss has not yet been finalized.
Current report
Refer to Note 19. “Subsequent Events” for additional information on the terms of the 2031 Notes and related capped call transactions.
Current report
Additional Borrowings under Stateline Term Loan
Current report
On October 10, 2025, Stateline drew an additional $43.9 million under the Stateline term loan facility, increasing the outstanding balance to $115.9 million. The proceeds were used to fund growth-related capital expenditures.
Current report
Solaris Power Solutions. Revenues from Solaris Power Solutions were $104.9 million and $229.9 million in the three and nine months ended September 30, 2025, respectively. Revenues from Solaris Power Solutions were $4.7 million in the three and nine months ended September 30, 2024. The increase in revenues in the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was due to a full period of contribution from Solaris Power Solutions following the creation of Solaris Power Solutions in the third quarter of 2024, along with increased MW capacity deployed. Deployed capacity increased to approximately 760 MW and 590 MW, respectively, in the three and nine months ended September 30, 2025, compared to approximately 150 MW in the three and nine months ended September 30, 2024.
Current report
Solaris Logistics Solutions. Revenues from Solaris Logistics Solutions decreased $8.4 million, or 12%, to $61.9 million in the three months ended September 30, 2025, compared to $70.3 million in the same period of 2024. This decrease was primarily due to a $4.7 million decrease in revenue from fully utilized systems, which decreased to 84 fully utilized systems in the three months ended September 30, 2025, compared to 91 fully utilized systems in the same period of 2024. In addition, revenue from last mile and ancillary services decreased $3.7 million, attributable to a mix impact on slightly higher last mile tonnage.
Current report
Cost of revenue as a percentage of revenue for Solaris Power Solutions was 42% and 39% for the three and nine months ended September 30, 2025, respectively. Cost of revenue as a percentage of revenue for Solaris Power Solutions was 27% for the three and nine months ended September 30, 2024.
Current report
Solaris Logistics Solutions. Cost of revenue for Solaris Logistics Solutions decreased by $1.3 million, or 3%, to $44.4 million in the three months ended September 30, 2025, compared to $45.6 million in the same period of 2024. The decrease was primarily driven by a reduction in system costs in line with fewer systems utilized.
Current report
Cost of revenue as a percentage of revenue for Solaris Logistics Solutions was 72% and 65% for the three months ended September 30, 2025 and 2024, respectively.
Current report
awards and higher employee and office costs associated with supporting a larger workforce as our Solaris Power Solutions segment has expanded.
Current report
Other operating expense, net decreased by $0.8 million to $2.2 million in the three months ended September 30, 2025, compared to $3.0 million in the same period of 2024. The decrease was primarily due to lower transaction costs incurred and higher net gains on disposals of assets in the three months ended September 30, 2025, compared to the same period of 2024, partially offset by the $3.0 million increase in Tax Receivable Agreement liability recognized in the three months ended September 30, 2025. Other operating expense increased by $1.0 million to $4.7 million in the nine months ended September 30, 2025, compared to $3.7 million in the same period of 2024. The increase was primarily due to the $3.0 million increase in Tax Receivable liability recognized in the nine months ended September 30, 2025, partially offset by lower transaction costs incurred and higher net gains on disposals of assets during the nine months ended September 30, 2025, compared to the same period of 2024.
Current report
Loss on debt extinguishment
Current report
Loss on debt extinguishment decreased by $4.1 million in the three and nine months ended September 30, 2025 compared to the same periods of 2024. The loss on debt extinguishment in the three and nine months ended September 30, 2024 related to the extinguishment of the senior secured bridge term loan facility and the prior revolving credit facility.
Current report
As of September 30, 2025, we had an outstanding principal balance of $320.9 million under our Term Loan. On October 8, 2025, we repaid the remaining Term Loan principal of $320.9 million in full using proceeds from the issuance of the 2031 Notes, thereby terminating the Term Loan and related interest obligations. Refer to Note 19. “Subsequent Events” in the notes to our condensed consolidated financial statements for details.
Current report
In October 2025, we issued $747.5 million aggregate principal amount of the 2031 Notes. The net proceeds from the 2031 Notes were used, in part, to repay and terminate the Term Loan. The issuance of the 2031 Notes further enhanced our liquidity position and extended our debt maturity profile.
Current report
Stateline Term Loan
Current report
Subsequent Commitments
Current report
Subsequent to September 30, 2025, the Company entered into additional purchase commitments totaling $402.8 million for growth-related capital expenditures. Of these commitments, $195.4 million is expected to be settled within the subsequent 12 months. These commitments are expected to be funded by cash, operating cash flows, and borrowings under existing credit facilities.
Current report
The issuance of the 2031 Notes and $43.9 million Stateline term loan facility draw further strengthened liquidity. We expect these combined resources will be sufficient to fund debt service, dividend payments, capital expenditures and related purchase commitments, as well as to support future strategic initiatives.
Removed paragraphs (14)
Previous report
Formation of Stateline
Previous report
On April 28, 2025, we announced the formation of Stateline Power LLC (“Stateline”) with a customer. The entity was formed to provide off-grid power to such customer’s data center campus pursuant to a long-term equipment rental agreement. Additional information regarding Stateline is provided in Note 2. “Variable Interest Entities” in the notes to our condensed consolidated financial statements.
Previous report
Issuance of Convertible Senior Notes
Previous report
On May 2, 2025, we completed the issuance of $155.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030, primarily to support the ongoing growth program of our Solaris Power Solutions segment. Further details regarding the terms and accounting treatment of these notes are included in Note 11. “Convertible Notes” in the notes to our condensed consolidated financial statements.
Previous report
Stateline Debt Financing
Previous report
On May 23, 2025, Stateline entered into a delayed draw term loan facility with Stonebriar Commercial Finance LLC, providing a maximum principal amount equal to the lesser of (i) $550 million and (ii) 80% of the total cost of equipment collateral, as defined in the term loan agreement. As of June 30, 2025, an initial advance of $72.0 million had been drawn. The facility will be used to finance capital expenditures of Stateline, with any remaining funding needs expected to be met through Stateline cash on hand. For further details, see Note 10. “Debt” in the notes to our condensed consolidated financial statements.
Previous report
Solaris Power Solutions. Revenues from Solaris Power Solutions increased by $75.6 million and $125.0 million in the three and six months ended June 30, 2025, respectively, compared to the same period of 2024. The Solaris Power Solutions segment was established in the third quarter of 2024 and did not contribute to revenue in the three and six months ended June 30, 2024, respectively.
Previous report
Solaris Logistics Solutions. Revenues from Solaris Logistics Solutions remained relatively flat in the three months ended June 30, 2025, decreasing by $0.2 million to $73.7 million, compared to $73.9 million in the same period of 2024. This slight decrease was primarily due to a mix impact on average revenue per fully utilized system, partially offset by an increase in last mile tonnage in the three months ended June 30, 2025 compared to the same period of 2024.
Previous report
Cost of revenue as a percentage of revenue for Solaris Power Solutions was 37% and 36% for the three and six months ended June 30, 2025, respectively.
Previous report
Solaris Logistics Solutions. Cost of revenue for Solaris Logistics Solutions increased by $4.8 million, or 10%, to $51.0 million in the three months ended June 30, 2025, compared to $46.1 million in the same period of 2024. The increase was primarily driven by a $3.0 million increase in last mile and ancillary service costs, associated with higher last mile tonnage. In addition, a $1.8 million increase in system costs was due to the absence of the reversal of property taxes
Previous report
Cost of revenue as a percentage of revenue for Solaris Logistics Solutions was 68% and 61% for the six months ended June 30, 2025 and 2024, respectively.
Previous report
Other operating expense increased by $0.7 million to $1.2 million in the three months ended June 30, 2025, compared to $0.6 million in the same period of 2024. Other operating expense increased by $1.8 million to $2.5 million in the six months ended June 30, 2025, compared to $0.7 million in the same period of 2024. The increase was primarily due to higher transaction costs incurred during the three and six months ended June 30, 2025, compared to the same period of 2024.
Previous report
As of June 30, 2025, we had an outstanding principal balance of $325.0 million under our secured term loan agreement. Of this amount, $16.3 million is due within the next twelve months. The loan bears interest at a rate of 10.3% as of June 30, 2025 and is subject to periodic repricing. Assuming this rate remains constant, we estimate total interest payments of approximately $33.3 million over the next 12 months.
Previous report
Stateline Debt Financing
Reworded paragraphs (29)
Previous wording
We provide mobile and scalable equipment-based solutions for use in distributed power generation as well as the management of raw materials used in the completion of oil and natural gas wells. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including energy, data centers, and other commercial and industrial sectors.
Current wording
We provide mobile and scalable equipment-based solutions for power generation and distribution and management of raw materials in oil and natural gas well completions. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including data center, energy, and other commercial and industrial sectors.
Previous wording
In the second quarter, Solaris Power Solutions segment grew significantly, and its Adjusted EBITDA now contributes over 2/3 of total segment Adjusted EBITDA. Capital expenditures are also heavily weighted towards Solaris Power Solutions as we intend to grow our fleet 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 third quarter, Solaris Power Solutions segment continued to grow significantly, reflecting returns on the capital investments the Company has made to grow its revenue and earnings contribution from providing power generation solutions. Solaris Power Solutions Revenue contributed 63% of Total Revenue and its Adjusted EBITDA contributed 77% of total segment Adjusted EBITDA. For the nine months ended September 30, 2025, Solaris Power Solutions contributed 52% of Total Revenue and 67% of total segment Adjusted EBITDA. Capital expenditures should continue to be heavily weighted towards Solaris Power Solutions as we intend to grow our capacity and deploy more power assets with customers. We believe continued demand for our power assets will drive Solaris Power Solutions to continue to be the dominant segment in terms of Revenue and Adjusted EBITDA contribution.
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’ turbine 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 providers can service.
Previous wording
The Company estimates approximately 75% of the total 1,700 MW expected delivered capacity is currently committed to customers under commercial agreements that primarily range in tenor from two to seven years. Each of these commercial agreements include distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure. Approximately 67% of these contracts are for the data center end market, 8% is contracted to the energy end market and approximately 25% of the capacity is open and being discussed with multiple customers that represent a variety of end markets. We expect this contract exposure to drive a similar end-market exposure for revenue and earnings for this segment.
Current wording
In November 2025, the Company ordered an additional approximately 500 megawatts (“MW”) of power generation equipment which it expects to be delivered by early 2028. The Company estimates its power generation capacity will now reach a total of approximately 2,200 MW by early 2028 based on expected deliveries. The majority of this capacity is currently committed to customers under commercial agreements that primarily range in tenor from two to seven years. Each of these commercial agreements include distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure.
Previous wording
We expect total company capital expenditures remaining in 2025 of approximately $295 million on a consolidated basis, of which approximately $190 million should be incurred by Stateline. The majority of these capital expenditures are to support Solaris Power Solutions capital growth. Capital expenditures for Solaris Logistics Solutions represents approximately $10 million of our total expected annual capital expenditures.
Current wording
We expect total company capital expenditures remaining in 2025 of approximately $405 million on a consolidated basis, of which approximately $190 million should be incurred by Stateline. The majority of these capital expenditures are to support Solaris Power Solutions capital growth. Capital expenditures for Solaris Logistics Solutions represents less than $10 million of our total expected annual capital expenditures.
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 second quarter of 2025, our fully utilized system count decreased 4% to 94 fully utilized systems from the first quarter of 2025, which was driven by lower crude oil prices. West Texas Intermediate (WTI) crude oil prices averaged $64 per barrel compared to an average of approximately $71 per barrel in the fourth quarter of 2024 and first quarter of 2025. We expect this commodity price softness could have some impact on activity levels for the remainder of the year. 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.
Current wording
For Solaris Logistics Solutions, demand is predominantly influenced by the level of oil and natural gas well drilling and completion activity in the U.S. During the third quarter of 2025, our fully utilized system count decreased 11% to 84 fully utilized systems from the second quarter of 2025, which was driven by lower levels of oilfield activity. The level of demand over the longer term will depend on multiple factors, including commodity price levels, customer consolidation
Previous wording
Three and Six Months Ended June 30, 2025 Compared to Three and Six Months Ended June 30, 2024
Current wording
Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024
Previous wording
Revenues from Solaris Logistics Solutions increased by $8.9 million, or 6%, to $150.7 million in the six months ended June 30, 2025, compared to $141.8 million in the same period of 2024. The increase was primarily driven by a $13.2 million increase in revenue from last mile and ancillary services, attributable to higher last mile tonnage year-over-year. This growth was partially offset by a $4.3 million decrease in revenue from fully utilized systems due to a mix impact on revenue on flat activity.
Current wording
Revenues from Solaris Logistics Solutions remained relatively flat in the nine months ended September 30, 2025, increasing by $0.5 million to $212.6 million, compared to $212.1 million in the same period of 2024. The increase was primarily driven by a $9.5 million increase in revenue from last mile and ancillary services, attributable to higher last mile tonnage year-over-year. This growth was partially offset by a $9.0 million decrease in revenue from fully utilized systems, which decreased to 92 fully utilized systems in the nine months ended September 30, 2025, compared to 95 fully utilized systems in the same period of 2024.
Previous wording
Solaris Power Solutions. Cost of revenue for Solaris Power Solutions increased by $28.3 million and $44.8 million in the three and six months ended June 30, 2025, respectively, compared to the same period of 2024. The Solaris Power Solutions segment was established in the third quarter of 2024 and did not contribute to cost of revenue in the three and six months ended June 30, 2024.
Current wording
Solaris Power Solutions. Cost of revenue for Solaris Power Solutions was $44.4 million and $89.2 million in the three and nine months ended September 30, 2025, respectively. Cost of revenue for Solaris Power Solutions was $1.3 million in the three and nine months ended September 30, 2024. The increase in cost of revenue in the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was due to a full period of contribution from Solaris Power Solutions following the creation of Solaris Power Solutions in the third quarter of 2024, along with increased megawatt activity.
Previous wording
Cost of revenue for Solaris Logistics Solutions increased by $16.2 million, or 19%, to $102.2 million in the six months ended June 30, 2025, compared to $86.0 million in the same period of 2024. The increase was primarily driven by a $16.8 million increase in last mile and ancillary service costs, associated with higher last mile tonnage and a $1.8 million increase in systems costs due to the absence of the reversal of property taxes following a settlement with Brown County Appraisal District in the six months ended June 30, 2024, discussed below in “Gain on Reversal of Property Tax Contingency”. This increase was partially offset by a $2.4 million reduction in system costs, primarily due to lower repairs and maintenance in the six months ended June 30, 2025 compared to the same period of 2024.
Current wording
Cost of revenue for Solaris Logistics Solutions increased by $14.9 million, or 11%, to $146.6 million in the nine months ended September 30, 2025, compared to $131.7 million in the same period of 2024. The increase was primarily driven by a $16.6 million increase in last mile and ancillary service costs, associated with higher last mile tonnage and a $1.8 million increase in systems costs due to the absence of the reversal of property taxes following a settlement with Brown County Appraisal District in the nine months ended September 30, 2024, discussed below in “Gain on Reversal of Property Tax Contingency”. This increase was partially offset by a $1.5 million reduction in system costs in line with fewer systems utilized.
Previous wording
Cost of revenue as a percentage of revenue for Solaris Logistics Solutions was 69% and 62% for the three months ended June 30, 2025 and 2024, respectively.
Current wording
Cost of revenue as a percentage of revenue for Solaris Logistics Solutions was 69% and 62% for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
Depreciation and amortization increased by $8.8 million, or 92%, to $18.4 million in the three months ended June 30, 2025, compared to $9.6 million in the same period of 2024. Depreciation and amortization increased by $18.9 million, or 97%, to $38.4 million in the six months ended June 30, 2025, compared to $19.5 million in the same period of 2024. This increase was primarily driven by $9.2 million and $20.0 million of depreciation expense associated with the Solaris Power Solutions segment in the three and six months ended June 30, 2025, respectively, which did not contribute to depreciation in the three and six months ended June 30, 2024.
Current wording
Depreciation and amortization increased by $11.4 million, or 103%, to $22.4 million in the three months ended September 30, 2025, compared to $11.0 million in the same period of 2024. Depreciation and amortization increased by $30.3 million, or 99%, to $60.8 million in the nine months ended September 30, 2025, compared to $30.5 million in the same period of 2024. This increase was primarily driven by the addition of depreciable assets associated with the Solaris Power Solutions segment placed in service in the three and nine months ended September 30, 2025.
Previous wording
On June 14, 2024, we reached a settlement agreement with Brown County Appraisal District in Texas, following a favorable ruling by the Eastland Court of Appeals on April 18, 2024. As a result, in the three and six months ended June 30, 2024, we reversed $4.3 million of property tax expenses previously recorded through 2023 in connection with this case. Of this amount, $2.5 million was presented as gain on reversal of property tax contingency and $1.8 million reduced the costs of services in our condensed consolidated statements of operations.
Current wording
On June 14, 2024, we reached a settlement agreement with Brown County Appraisal District in Texas, following a favorable ruling by the Eastland Court of Appeals on April 18, 2024. As a result, in the three and nine months ended September 30, 2024, we reversed $4.3 million of property tax expenses previously recorded through 2023 in connection with this case. Of this amount, $2.5 million was presented as gain on reversal of property tax contingency and $1.8 million reduced the costs of services in our condensed consolidated statements of operations.
Previous wording
Selling, general and administrative expenses increased by $6.6 million, or 80%, to $14.9 million in the three months ended June 30, 2025, compared to $8.3 million in the same period of 2024. The increase was primarily driven by a $5.2 million increase in salaries, wages and benefits resulting from an increase in average headcount, along with higher professional fees and public company costs. Selling, general and administrative expenses increased by $13.9 million, or 86%, to $30.2 million in the six months ended June 30, 2025, compared to $16.2 million in the same period of 2024. The increase was primarily driven by a $8.4 million increase in salaries, wages and benefits resulting from an increase in average headcount, as well as a $3.1 million increase in stock-based compensation expense related to the cash settlement of employee stock awards.
Current wording
Selling, general and administrative expenses increased by $6.7 million, or 77%, to $15.5 million in the three months ended September 30, 2025, compared to $8.8 million in the same period of 2024. The increase was primarily driven by a $5.7 million increase in salaries, wages and benefits resulting from an increase in average headcount, along with higher employee and office costs associated with supporting a larger workforce as our Solaris Power Solutions segment has expanded. Selling, general and administrative expenses increased by $20.7 million, or 83%, to $45.7 million in the nine months ended September 30, 2025, compared to $25.0 million in the same period of 2024. The increase was primarily driven by a $14.1 million increase in salaries, wages and benefits resulting from an increase in average headcount, as well as a $3.1 million increase in stock-based compensation expense related to the cash settlement of employee stock
Previous wording
Interest expense increased by $4.8 million to $5.5 million in the three months ended June 30, 2025, compared to $0.7 million in the same period of 2024. Interest expense increased by $9.2 million to $10.7 million in the six months ended June 30, 2025, compared to $1.5 million in the same period of 2024. The increase was primarily due to higher borrowings outstanding along with higher effective interest rates in the three and six months ended June 30, 2025, compared to the same periods of 2024.
Current wording
Interest expense increased by $6.1 million to $9.0 million in the three months ended September 30, 2025, compared to $2.9 million in the same period of 2024. Interest expense increased by $15.3 million to $19.7 million in the nine months ended September 30, 2025, compared to $4.4 million in the same period of 2024. The increase was primarily due to higher borrowings outstanding along with higher effective interest rates in the three and nine months ended September 30, 2025, compared to the same periods of 2024.
Previous wording
During the three months ended June 30, 2025, we recognized a combined United States federal and state expense for income taxes of $6.0 million, an increase of $4.6 million as compared to the $1.3 million income tax expense we recognized during the same period in 2024. During the six months ended June 30, 2025, we recognized a combined United States federal and state expense for income taxes of $9.9 million, an increase of $6.7 million as compared to the $3.2 million income tax expense we recognized during the same period in 2024. This change was attributable to changes in operating gains and mix of states where we operate. The effective combined United States federal and state income tax rates were 19.8% and 12.0% for the three months ended June 30, 2025 and 2024, respectively. The effective combined United States federal and state income tax rates were 21.0% and 15.8% for the six months ended June 30, 2025 and 2024, respectively. The effective tax rate differed from the statutory rate primarily due to Solaris Energy Infrastructure, LLC’s (“Solaris LLC”) treatment as a partnership for United States federal income tax purposes.
Current wording
During the three months ended September 30, 2025, we recognized a combined United States federal and state expense for income taxes of $4.1 million, an increase of $3.6 million as compared to the $0.5 million income tax expense we recognized during the same period in 2024. During the nine months ended September 30, 2025, we recognized a combined United States federal and state expense for income taxes of $13.9 million, an increase of $10.3 million as compared to the $3.7 million income tax expense we recognized during the same period in 2024. This change was attributable to changes in operating gains and mix of states where we operate. The effective combined United States federal and state income tax rates were 14.1% and (26.3)% for the three months ended September 30, 2025 and 2024, respectively. The effective combined United States federal and state income tax rates were 18.4% and 19.7% for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate differed from the statutory rate primarily due to Solaris Energy Infrastructure, LLC’s (“Solaris LLC”) treatment as a partnership for United States federal income tax purposes.
Previous wording
Our primary sources of liquidity consist of cash flows from operations, borrowing availability under our revolving credit facility, and proceeds from the recent issuance of Convertible Senior Notes and the initial advance under Stateline’s delayed draw term loan facility. Additionally, the delayed draw term loan facility provides substantial undrawn capacity, which is expected to support Stateline’s equipment purchase commitments.
Current wording
Our primary sources of liquidity include:
Previous wording
We believe these sources will be sufficient to meet our short-term and long-term financial obligations, including purchase commitments and capital expenditures. While no assurance can be given, we may seek to issue additional securities through opportunistic capital markets transactions, depending upon market conditions, and / or enter into additional debt financing agreements.
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. While no assurance can be given, we may seek to issue additional securities through opportunistic capital markets transactions, depending upon market conditions and / or the availability of fleet growth opportunities, and / or enter into additional debt financing agreements.
Previous wording
Our revolving credit facility provides for borrowings up to the lesser of $75.0 million or a borrowing base determined by a percentage of eligible accounts receivable and inventory, subject to customary reserves and adjustments. At our option, and provided certain conditions are met, the facility may be increased by up to an additional $50.0 million, and up to $10.0 million is available for the issuance of letters of credit. As of June 30, 2025, no borrowings were outstanding, and available capacity under the borrowing base was approximately $56.0 million. We intend to use any future borrowings for working capital and general corporate purposes.
Current wording
Our revolving credit facility provides for borrowings up to the lesser of $75.0 million or a borrowing base determined by a percentage of eligible accounts receivable and inventory, subject to customary reserves and adjustments. At our option, and provided certain conditions are met, the facility may be increased by up to an additional $50.0 million, and up to $10.0 million is available for the issuance of letters of credit. As of September 30, 2025, no borrowings were outstanding, and available capacity under the borrowing base was approximately $62.6 million. We intend to use any future borrowings for working capital and general corporate purposes.
Previous wording
The Convertible Senior Notes issuance provided net proceeds of $150.3 million, which were primarily allocated to support the growth of our Solaris Power Solutions segment. Of this amount, $100.0 million was initially restricted for related capital expenditures. As of June 30, 2025, the remaining restricted cash balance was $39.4 million. This issuance enhanced our overall liquidity without requiring principal repayments prior to maturity. We estimate interest payments over the next 12 months will total approximately $7.4 million, payable semi-annually beginning November 1, 2025.
Current wording
On May 2, 2025, we issued $155.0 million aggregate principal amount of the 2030 Notes. The net proceeds were primarily allocated to support the growth of our Solaris Power Solutions segment, with a portion of the proceeds remaining available to enhance our overall liquidity. Interest payments on the 2030 Notes are estimated to total approximately $7.4 million over the subsequent 12 months, payable semi-annually beginning November 1, 2025.
Previous wording
Further details regarding the terms and accounting treatment of these notes are included in Note 11. “Convertible Notes” in the notes to our condensed consolidated financial statements.
Current wording
Further details regarding the terms of these notes are included in Note 11. “Convertible Notes” and Note 19. “Subsequent Events,” in the notes to our condensed consolidated financial statements.
Previous wording
As of June 30, 2025, Stateline had drawn an initial advance of $72.0 million under its delayed draw term loan facility out of the total estimated capacity of $518.5 million based on Stateline’s current capital plan. The remaining capacity of $446.5 million is expected to be drawn over the remainder of 2025 and fully by end of 2026, depending on the timing of progress payments and equipment deliveries. This facility provides significant funding flexibility for Stateline’s capital needs. We estimate total interest payments over the next 12 months of approximately $7.3 million, based on the principal drawn as of June 30, 2025. For further information on this facility, including its terms and repayment schedule, refer to Note 10. “Debt” in the notes to our condensed consolidated financial statements.
Current wording
As of September 30, 2025, Stateline had drawn an initial advance of $72.0 million under its delayed draw term loan facility out of the total estimated capacity of $518.5 million based on Stateline’s current capital plan. On October 10, 2025, Stateline drew an additional $43.9 million to fund growth-related capital expenditures, increasing the outstanding balance to $115.9 million. The remaining capacity of $402.6 million is expected to be drawn through 2026, depending on the timing of progress payments and equipment deliveries. This facility provides significant funding flexibility for Stateline’s capital needs. We estimate total interest payments over the next 12 months of approximately $7.3 million,
Previous wording
We have entered into purchase commitments for power generation equipment that are critical to our long-term strategic initiatives. Short-term purchase commitments due within 12 months total $222.4 million. Long-term purchase commitments that extend beyond one year total $520.8 million, of which $138.1 million is scheduled to be fulfilled during the remainder of 2025, and the remaining $382.7 million is due in 2026.
Current wording
We have entered into purchase commitments for power generation equipment that are critical to our long-term strategic initiatives. Short-term purchase commitments as of September 30, 2025 due within the subsequent 12 months total $209.8 million. Long-term purchase commitments that extend beyond one year total $520.8 million, of which $121.1 million is scheduled to be fulfilled during the remainder of 2025, and the remaining $399.7 million is due in 2026.
Previous wording
As of June 30, 2025, cash and cash equivalents totaled $139.0 million. We believe that our cash reserves, projected operating cash flows, borrowing capacity under the revolving credit facility, and access to Stateline’s delayed draw term loan facility will provide adequate liquidity to meet our obligations for the next 12 months and beyond. These obligations include debt service, potential dividend payments, and equipment purchase commitments.
Current wording
As of September 30, 2025, cash and cash equivalents totaled $106.7 million. We believe that our cash reserves, projected operating cash flows, revolver capacity, and Stateline term loan facility provide adequate liquidity to meet our obligations for the next 12 months and beyond.
Previous wording
Operating Activities. Net cash provided by operating activities increased to $49.9 million for the six months ended June 30, 2025, compared to $35.8 million in the same period of 2024, representing an increase of $14.2 million. This increase was primarily driven by higher revenue, largely attributable to continued growth in business activity within our Solaris Power Solutions segment, which was established in the third quarter of 2024, and has rapidly expanded its contribution to our operating performance. Consequently, our net income, adjusted for non-cash items, increased by $53.4 million for the six months ended June 30, 2025, compared to the prior comparable period. This increase was partially offset by a $35.5 million increase in working capital use to support higher sales volumes and expanded operations and $3.7 million cash settlement related to stock-based compensation.
Current wording
Operating Activities. Net cash provided by operating activities increased to $113.2 million for the nine months ended September 30, 2025, compared to $46.3 million in the same period of 2024, representing an increase of $66.9 million. This increase was primarily driven by higher revenue, largely attributable to continued growth in business activity within our Solaris Power Solutions segment, which was established in the third quarter of 2024, and has rapidly expanded its contribution to our operating performance. Consequently, our net income, adjusted for non-cash items, increased by $95.2 million for the nine months ended September 30, 2025, compared to the prior comparable period. This increase was partially offset by a $24.6 million increase in working capital use to support higher sales volumes and expanded operations and $3.7 million cash settlement related to stock-based compensation.
Previous wording
Investing Activities. Net cash used in investing activities was $337.0 million for the six months ended June 30, 2025, an increase from $3.6 million during the same period in 2024. The $333.4 million increase is mainly attributed to $325.6 million paid for turbines and ancillary equipment to support the growth and operations of Solaris Power Solutions.
Current wording
Investing Activities. Net cash used in investing activities was $422.1 million for the nine months ended September 30, 2025, an increase from $189.9 million during the same period in 2024. The $232.1 million increase is mainly attributed to $386.8 million paid for turbines and ancillary equipment to support the growth and operations of Solaris Power Solutions and $29.4 million paid for the HVMVLV Acquisition in the nine months ended September 30, 2025, partially offset with $122.1 million spent on the MER Acquisition and $61.8 million of capital expenditures in the nine months ended September 30, 2024.
Previous wording
Financing Activities. For the six months ended June 30, 2025, net cash provided by financing activities totaled $266.3 million. This amount primarily reflects $227.0 million borrowings from debt financing and $86.0 million capital contributions from non-controlling interest in Stateline, partially offset by $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. In comparison, net cash used in financing activities was $32.9 million for the six months ended June 30, 2024. This amount primarily reflects net debt repayments of $14.0 million, $8.1 million for share repurchases, $7.3 million in quarterly dividends to Class A common stock shareholders and $3.3 million in distributions to Solaris LLC unitholders.
Current wording
Financing Activities. For the nine months ended September 30, 2025, net cash provided by financing activities totaled $255.7 million. This amount primarily reflects $227.0 million borrowings from debt financing and $86.0 million capital contributions from non-controlling interest in Stateline, partially offset by $15.4 million in quarterly dividends to Class A common stock shareholders, $10.3 million in distributions to Solaris LLC unitholders, $13.1 million paid for debt financing costs, and $10.5 million paid for cancelled shares withheld for taxes from vesting of restricted stock. In comparison, net cash provided by financing activities was $254.4 million for the nine months ended September 30, 2024. This amount primarily reflects net debt financing proceeds of $295.0 million, partially offset by payments of $14.5 million on debt financing and debt extinguishment costs, $10.9 million in quarterly dividends to Class A common stock shareholders, $8.1 million on share repurchases, and $4.9 million in distributions to Solaris LLC unitholders.
Previous wording
Our significant cash commitments primarily relate to our debt financing agreements, which include both principal and interest payments on our legacy term loan and Stateline’s delayed draw term loan facility. In addition, we are obligated to make interest payments on our Convertible Senior Notes, with the principal amount due at maturity in 2030. At our election, the Convertible Senior Notes may be settled in cash, shares of our 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 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.
Previous wording
Additional expected uses of cash include capital expenditures under our power generation fleet growth program, purchase commitments, obligations under our Tax Receivable Agreement, scheduled payments under finance and operating lease agreements, insurance premium financing agreements, dividend payments, and other routine operating obligations.
Current wording
Additional expected uses of cash include obligations under our Tax Receivable Agreement, scheduled payments under finance and operating lease agreements, insurance premium financing agreements, dividend payments, and other routine operating obligations.
Rearranged current paragraphs (2)
Current report — wording carried from 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.
Current report — wording carried from elsewhere
based on the principal drawn as of September 30, 2025, which will increase with subsequent borrowings. See Note 10. “Debt” in the notes to our condensed consolidated financial statements for terms and repayment.
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Previous report — wording carried elsewhere
following a settlement with Brown County Appraisal District in the three months ended June 30, 2024, discussed below in “Gain on Reversal of Property Tax Contingency”.