Solaris Energy Infrastructure, Inc.

Item 1: Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN**STOCKHOLDERS’**EQUITY

(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN**STOCKHOLDERS’**EQUITY

(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

SOLARIS ENERGY INFRASTRUCTURE, INC.**

**Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in millions, except share and per share amounts)

1. Business and Basis of Presentation

Business

Solaris Energy Infrastructure, Inc. (referred to as the “Company,” “we,” “us,” “our” and “Solaris” either individually or together with its consolidated subsidiaries, as the context requires) and its consolidated subsidiaries delivers power generation and distribution solutions, and logistics equipment and services, serving clients in the data center, energy, and other commercial and industrial sectors. The Company’s offerings include equipment for power generation and distribution. The Company also provides solutions for the management and logistics of raw materials used in oil and natural gas well completions. Headquartered in Houston, Texas, the Company serves multiple U.S. end markets, including energy, data centers, and other commercial and industrial sectors. The Company operates throughtwo reportable business segments: Solaris Power Solutions and Solaris Logistics Solutions.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read together with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2025.

These consolidated financial statements reflect all normal recurring adjustments that are necessary for fair presentation. Operating results for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year or for any interim period.

2. Variable Interest Entities

On April 28, 2025, the Company formed Stateline Power, LLC (“Stateline”), a variable interest entity involving Solaris Power Solutions Stateline, LLC (“Stateline Power Solutions”), a newly formed, wholly owned subsidiary of Solaris Energy Infrastructure, LLC (“Solaris LLC”), and CTC Property LLC (“CTC”), a customer of the Company. Solaris LLC is a consolidated subsidiary of the Company.

Stateline was formed to provide off-grid power to CTC’s data center campus pursuant to a long-term equipment rental arrangement. In connection with the formation of Stateline, the Company contributed non-cash assets valued at$86.4 million, consisting primarily of progress payments on power generation equipment now owned by Stateline and pre-funded expenses, in exchange for a 50.1% equity interest in Stateline. CTC contributed$86.0 million in cash in exchange for the remaining 49.9% equity interest. CTC subsequently assigned its interest in Stateline to MZX Tech LLC (“MZX”). MZX is an affiliate of and under common control with CTC.

Concurrent with its formation, Stateline entered into (i) a management agreement with Solaris Power Solutions Stateline Operating, LLC (“Stateline Operator”), a wholly owned subsidiary of Solaris LLC, under which Stateline Operator manages Stateline’s day-to-day operations and administrative functions, (ii) a master equipment rental agreement (“Rental Agreement”) with CTC (subsequently assigned to MZX), under which Stateline will lease power generation equipment to MZX for use at its data center facility and (iii) a bill of sale, assignment and assumption agreement under which Solaris LLC assigned to Stateline certain purchase orders related to the equipment required to service the Rental Agreement.

The Rental Agreement lease commences upon completion of equipment deployment and commissioning activities. Accordingly, no rental revenue was recognized during the three and nine months ended September 30, 2025.

The Company evaluated its interest in Stateline under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810,Consolidation, and determined that Stateline is a variable interest entity because its equity investment at risk is not sufficient to permit it to finance its activities without additional subordinated financial support and the equity holders as a group lack the characteristics of a controlling financial interest.

The Company, through Solaris LLC, is the primary beneficiary of Stateline because it has the power to direct the activities that most significantly impact Stateline’s economic performance, primarily from its control of Stateline Operator (which has broad authority over operations, budgeting, and expenditures) and the Company’s exclusive rights to manage and redeploy Stateline’s assets subject to certain conditions. Stateline’s governance structure includes a board with two representatives appointed by the Company and two by MZX, but the Company’s operational and asset management rights establish its power over the activities that most significantly affect Stateline’s economic performance. The Company also has the obligation to absorb losses or the right to receive benefits that could potentially be significant to Stateline. As a result, the Company consolidates Stateline’s financial position and results of operations in its condensed consolidated financial statements within the Solaris Power Solutions segment.

The contribution of assets by Solaris LLC to Stateline was accounted for as a common control transaction. Theassets transferred were recognized at their historical carrying amounts, consistent with the treatment that would have applied had the transfer not occurred. No gain or loss was recognized upon consolidation. The contribution of cash by MZX resulted in the recognition of a non-controlling interest representing MZX’s 49.9% equity ownership. This non-controlling interest is presented within a single line item in equity in the Company’s condensed consolidated balance sheets, together with other non-controlling interests. Refer to Note 13. “Equity and Non-controlling Interest,” for a breakdown of non-controlling interest by entity.

On May 23, 2025, Stateline entered into a delayed draw term loan facility with a lender to finance the power generation equipment to be used under the Rental Agreement. Refer to Note 10. “Debt –Stateline Term Loan” for additional information.

The Company has not provided any financial support to Stateline during the three and nine months ended September 30, 2025 that it was not contractually required to provide, and it has no current intention to provide such support beyond its existing obligations. The Company’s maximum exposure to loss from its involvement with Stateline is limited to its equity investment of $86.4 million as of September 30, 2025.

The assets of Stateline can be used only to settle its obligations, and creditors of Stateline do not have recourse to the general credit of the Company or its other subsidiaries.

The following table summarizes Stateline’s assets and liabilities, included in the Company’s condensed consolidated balance sheet as of September 30, 2025.

3. Business Segments

We reporttwo distinct business segments. These segments differ by their revenue-generating activities and align with how our Chief Executive Officer, who is our chief operating decision maker (“CODM”), assesses operating performance and allocates resources.

Our reporting segments are:

Our CODM evaluates the performance of our business segments and allocates resources based on Adjusted EBITDA. We define EBITDA as net income plus depreciation and amortization expense, interest expense, and income tax expense. We define Adjusted EBITDA as EBITDA plus stock-based compensation, certain non-cash items and any extraordinary, unusual or non-recurring gains, losses or expenses.

In making resource allocation decisions, our CODM primarily considers budget-to-actual variances in Adjusted EBITDA on a monthly basis.

Summarized financial information by business segment is shown below.

The following table presents a reconciliation of total segment Adjusted EBITDA to income before income tax expense.

Segment assets are presented below.

Significant segment expenses and other segment items, representing the difference between segment revenue and Adjusted EBITDA, are comprised of the following:

4. HVMVLV Acquisition

On August 15, 2025, we completed the acquisition of 100% of the outstanding equity interests in HVMVLV, LLC (“HVMVLV”), pursuant to a membership interest purchase agreement dated August 15, 2025 (the “HVMVLV Acquisition”). HVMVLV is a specialty provider of complex and fast-turnaround electrical control and distribution equipment, along with associated technical design and engineering services. The acquisition enhances our capabilities in power control and distribution solutions within the Solaris Power Solutions segment.

The HVMVLV Acquisition was accounted for using the acquisition method of accounting for business combinations. The fair value of the total purchase consideration transferred was $60.1 million, consisting of the following amounts:

The fair value of the equity consideration was determined using the closing price of the Class A common stock on the acquisition date, which was $27.70 per share. Although not publicly traded, the Solaris LLC units are exchangeable on aone-for-one basis for shares of Class A common stock. Additionally, the Class B common stock possesses identical voting rights as the Class A common stock.

On April 3, 2025, the Company extended a short-term loan to HVMVLV with a principal amount of $7.6 million. By the closing date of the HVMVLV Acquisition, the loan receivable increased to $7.8 million due to accrued interest. Of this amount, $3.9 million was settled through a reduction of the equity consideration otherwise payable to the seller and the remaining $3.9 million was settled as a reduction of cash consideration payable at closing.

The net cash consideration for the acquisition was $29.5 million, after initial working capital adjustments. The Company has 90 days from the closing date to finalize the purchase price, including any post-closing working capital adjustments.

The table below outlines our preliminary allocation of the total purchase consideration to the identifiable assets acquired and liabilities assumed, based on their fair values at the acquisition closing date.

The fair value of the acquired equipment held for lease was determined using both cost and market approaches. The cost approach involved estimating the replacement cost of the assets and adjusting this amount for their age, condition and utility. The market approach was also considered, analyzing recent transactions of comparable property and equipment to establish fair market value. The fair value of the covenant not to compete was determined using the income approach, specifically the with-and-without method. This method estimates the present value of the incremental cash flows we expect to realize due to the existence of the covenant, measured as the difference between the projected cash flows of the acquired business with the covenant in place and those that would be expected absent such restrictions. The covenant not to compete is subject to amortization over its estimated useful life, which approximates its contractual terms.

Goodwill of $3.1 million, allocated to the Solaris Power Solutions segment, represents the excess of the purchase consideration over the fair value of identifiable net assets acquired and reflects the assembled workforce and expected growth opportunities from the acquisition. Of this amount, $1.6 million is deductible for tax purposes. Goodwill is not amortized but is tested for impairment annually, or more frequently if indicators of impairment arise.

Due to the timing of the HVMVLV Acquisition’s completion, the purchase price and related allocation are preliminary and may be revised. Adjustments could arise from changes to the purchase price, additional information obtained regarding the acquired assets and assumed liabilities and revisions to preliminary estimates of fair values including, but not limited to, certain identifiable assets acquired and liabilities assumed, contractual relationships,

intangible assets, certain working capital items, and residual goodwill. These adjustments to the purchase price allocation could be significant. The final allocation will be completed within the measurement period, which may extend up to one year from the acquisition date.

The Company incurred acquisition-related costs of $0.2 million and $0.3 million for the three and nine months ended September 30, 2025, respectively. These costs primarily consisted of legal and consulting fees and are included in “other operating expense, net” in the condensed consolidated statement of operations.

The following table reflects pro forma revenues and net income for the three months and nine months ended September 30, 2025 and 2024, assuming the acquisition occurred on January 1, 2024. It also includes non-recurring pro forma adjustments to exclude the aforementioned acquisition-related costs. These unaudited pro forma amounts are not necessarily indicative of the actual results that would have been achieved during the periods presented, nor do they predict future performance.

For the three and nine months ended September 30, 2025, the condensed consolidated statements of operations included revenue of $4.6 million and pre-tax income of $2.5 million from the HVMVLV Acquisition.

5. Summary of Significant Accounting Policies

(a) Recently Issued Accounting Standards

Recently Adopted

In November 2023, the FASB issued ASU No. 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances reportable segment disclosure requirements, primarily by requiring additional information about significant segment expenses. The guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company adopted this guidance effective January 1, 2024 for annual reporting and on January 1, 2025 for interim periods. The Company has applied the amendments retrospectively to all prior periods presented in the condensed consolidated financial statements. See Note 3. “Business Segments” for further details on segment information.

Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03,Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This update requires entities to disclose specified information about certain costs and expenses, including the amounts related to (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depletion expense, disaggregated within relevant expense captions on the statement of operations. It also requires qualitative descriptions for amounts not separately disaggregated and the total amount of selling expenses, along with the entity’s definition of selling expenses. In January 2025, the FASB issued ASU 2025-01,Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Clarifying the Effective Date. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of this ASU on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregation of information included in a reporting entity’s income tax disclosures through effective tax rate reconciliation and information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the potential effects of this ASU on its condensed consolidated financial statements but does not expect it to have a material impact.

In July 2025, the FASB issued ASU 2025-05,Financial Instruments - Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU simplifies the Current Expected Losses model, including a practical expedient that allows entities to assume current economic conditions will remain stable over the life of the short-term accounts receivable and contract assets arising from revenue contracts under ASC 606, without the need to forecast future economic conditions. This standard is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of this ASU, but does not expect a material impact on its condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06,Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU updates the rules on capitalizing costs related to developing software for internal purposes, eliminating the use of specific project phases and introducing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This standard applies to fiscal years starting after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential effects of this ASU on its condensed consolidated financial statements.

(b) Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. All material intercompany balances and transactions have been eliminated in consolidation.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (“VIE”) under US GAAP.

Voting Interest Entities. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance its activities independently and the equity holders have the characteristics of a controlling financial interest, including the power to direct the activities of the entity that most significantly impact its economic performance through voting or similar rights. Voting interest entities are consolidated in accordance with ASC 810,Consolidation, if the Company owns a majority of the voting interests, unless control does not rest with the majority owner (for example, because of veto rights or other substantive participating rights held by non-controlling interest holders).

Variable Interest Entities. VIEs are entities that lack one or more of the characteristics of a voting interest entity, such as sufficient equity at risk to finance their activities without additional subordinated financial support or where the equity holders, as a group, lack the power to direct the activities that most significantly impact the entity’s economic performance. The Company consolidates a VIE in accordance with ASC 810 if it is the primary beneficiary, which occurs when the Company has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

The Company reassesses its initial evaluation of whether an entity is a VIE upon the occurrence of certain reconsideration events as defined in ASC 810. The Company also reassesses its determination of whether it is the primary beneficiary of a VIE upon changes in facts and circumstances that could potentially alter its conclusion.

Non-controlling interests represent the portion of profit or loss and net assets attributable to equity interests in consolidated subsidiaries that are not owned by the Company. Non-controlling interests are presented as a separate component of equity in the condensed consolidated balance sheets and as a separate line item in the condensed consolidated statements of operations.

For additional information on the Company’s involvement with VIEs, refer to Note 2. “Variable Interest Entities.”

(c) Use of Estimates

The preparation of these condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(d) Restricted Cash

Restricted cash includes amounts that are limited in their use due to contractual agreements or are designated for specific purposes and are not readily available for general use. In our condensed consolidated balance sheets, we classify these amounts as restricted cash. As of December 31, 2024, our restricted cash was restricted for capital expenditures for on-order power generation assets. The restricted cash balance decreased tozero as of September 30, 2025, due to use of restricted cash funds for growth-related capital expenditures.

The following table presents a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets that total to the same amounts shown in the condensed consolidated statements of cash flows.

(e) Accounts Receivable and Allowance for Credit Losses

Accounts receivable, which include trade receivables, unbilled revenue, and operating lease receivables, are stated at the net amount expected to be collected. We record accounts receivable at the invoice amount, plus accrued revenue that is not yet billed, less an estimated allowance for credit losses (for trade receivables) or uncollectible accounts (for operating lease receivables). Total unbilled revenue included in accounts receivable as of September 30, 2025 and December 31, 2024 was $7.6 million and $9.0 million, respectively.

Trade receivables are evaluated for impairment under ASC 326,Financial Instruments – Credit Losses, using the current expected credit losses (“CECL”) methodology. In determining the allowance for credit losses, we pool trade receivables with similar risk characteristics and consider a number of current conditions, past events and other factors, including the length of time trade accounts receivable are past due, previous loss history and the condition of the general economy and the industry as a whole, and apply an expected loss percentage. The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Along with the expected credit loss percentage approach, we apply a case-by-case review on individual trade receivables when deemed appropriate. The expense associated with the provision for credit losses on trade receivables is recognized in other operating expenses in our condensed consolidated statements of operations. Accounts deemed uncollectible are written off against the allowance when our customers’ financial condition deteriorates, impairing their ability to make payments, such as upon customer bankruptcies. Subsequent recoveries, if any, are credited to the allowance.

Operating lease receivables, representing the right to receive lease payments under ASC 842,Leases, are assessed for collectability at lease commencement and reassessed throughout the lease term. When it is probable that substantially all lease payments will be collected, we recognize leasing revenue on a straight-line basis over the lease term. If collectability is not probable, we recognize leasing revenue on a cash basis and evaluate the receivables for impairment, recording an allowance for uncollectible amounts based on historical loss experience, current customer-specific conditions, and relevant economic factors. At lease inception, we typically collect the first and last month’s payments, which serve as collateral to mitigate credit risk. Based on this assessment and our historical experience, we maintain a general allowance for uncollectible operating lease receivables to reflect estimated probable losses over the lease term. This allowance is determined using aging analyses, specific reserves for at-risk leasing customers, and adjustments for macroeconomic trends, without incorporating forward-looking expected losses under CECL.

The following table presents activity related to our allowance for credit losses and uncollectible operating lease receivables.

(f) Property, Plant and Equipment and Equipment Held for Lease

Property, plant and equipment, as well as equipment held for lease, are initially recorded at cost, except for assets acquired in a business combination, which are recorded at fair value on the acquisition date. At period-end, these assets are reported at their initial measurement (whether at cost or fair value) less accumulated depreciation.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets except for turbine engine cores. Turbine engine cores represent a significant component of our turbines and are depreciated using the units of production method based on an expected life of 30,000 fired hours. To reflect this distinct depreciation method and usage-based nature of these assets, turbine engine cores are presented as a separate line item in the table below, Power Generation – Turbine engine core. In prior periods, these assets were depreciated using this same units of production method and included within Power Generation – Ancillary equipment 3-20 years.

We capitalize interest on borrowings to the extent they are incurred during the construction or acquisition period of qualifying assets in accordance with ASC 835-20, “Interest – Capitalization of Interest”. Qualifying assets are assets which require substantial period of time to get ready for its intended use, such as certain power generation equipment. The amount capitalized is based on the weighted-average expenditures incurred and applicable interest rates on specific or general borrowings. Capitalized interest is included in the cost basis of the related asset and is depreciated over the asset’s estimated useful life once the asset is substantially complete and ready for its intended use. Capitalization of interest ceases when the qualifying asset is substantially complete.

Maintenance and repair costs are expensed as incurred. Expenditures that materially enhance the value or extend the useful life of the assets are capitalized. Upon sale or disposal, the asset’s cost and accumulated depreciation are removed from the balance sheet, with any resulting gain or loss recognized in operations.

Property, plant and equipment and equipment held for lease are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is assessed by

comparing the carrying amount of the asset to its estimated undiscounted future cash flows. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value.

(g) Convertible Notes

Our convertible notes are classified as convertible debt instruments recorded as liabilities in accordance with ASC 470-20 and are initially recognized at their principal amount, net of issuance costs and any discounts. Issuance costs and discounts are amortized to interest expense over the term of the instrument using the effective interest method. We evaluate each instrument to determine its classification as debt or equity and assess whether embedded features, such as conversion options, require bifurcation and separate accounting as derivatives under ASC 815-15. Bifurcation is required if these features are not clearly and closely related to the host contract and do not meet the scope exception criteria under ASC 815-40. Upon conversion, the carrying amount of the debt is reduced, and the settlement is accounted for based on the terms of the instrument, which may include issuance of common stock, cash payment, or a combination thereof. Interest expense includes the contractual coupon rate and amortization of issuance costs and discounts.

(h) Revenue

Service Revenue

We recognize revenue based on the transfer of control to the customer, reflecting the consideration expected to be received in exchange for our services and products. We assess customers’ ability and intention to pay based on factors such as historical payment experience and financial condition, and we typically bill customers on a weekly or monthly basis. Contracts with customers are generally on 30- to 60-day payment terms.

Contracts may include bundled pricing covering multiple performance obligations, such as combinations of systems, mobilization services and sand transportation coordination. In these instances, we allocate the transaction price to each performance obligation identified in the contract based on relative stand-alone selling prices, or estimates of such prices, and recognize revenue as control of each product or service is transferred to the customer.

Variable consideration may include discounts, price concessions and incentives. We estimate variable consideration based on the expected amount to be received and accrue revenue to reflect updates related to variable consideration as performance obligations are fulfilled.

Leasing Revenue

Leasing revenue is recognized on a straight-line basis over the lease term, reflecting the consumption of benefits derived from the leased assets. Lease payments are generally fixed, with no significant variable lease payments. Leasing arrangements may be renewed, subject to price negotiations with customers.

Future minimum lease payments to be received under our long-term lessor arrangements as of September 30, 2025, including payments from leases that have already commenced and leases that will commence in the future based on estimated commencement dates, were as follows:

Disaggregation of Revenue

We categorize revenue from contracts with customers by revenue-generating activity, in alignment with ourtwo reportable segments. This includes service revenue recognized under ASC 606,Revenues from Contracts with Customers, and leasing revenue recognized under ASC 842,Leases. The table below presents information on our disaggregated revenue.

For the three and nine months ended September 30, 2025, sublease income totaled to $38.1 million and $74.3 million, respectively, and is presented as leasing revenue in the condensed consolidated statement of operations.

6. Property, Plant and Equipment

Property, plant and equipment consists of the following:

Depreciation expense on property, plant, and equipment was $9.7 million and $9.4 million for the three months ended September 30, 2025 and 2024, respectively, and $28.4 million and $28.6 million for the nine months ended September 30, 2025 and 2024, respectively.

7. Equipment Held for Lease

Equipment held for lease, used in the Company’s capacity as lessor, consists of the following:

Construction in progress includes deposits, progress payments, and accrued billings for turbines and other equipment that have not yet been delivered. Depreciation commences once the assets are placed in service or ready for their intended use. For the three months ended September 30, 2025, we incurred total interest cost of $13.5 million, of which $3.2 million was recognized as capitalized interest. For the nine months ended September 30, 2025, we incurred total interest cost of $33.5 million, of which $10.1 million was recognized as capitalized interest.

Depreciation expense on equipment held for lease was $9.8 million and $0.9 million for the three months ended September 30, 2025 and 2024, respectively, and $23.2 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively.

8. Intangible Assets

Identifiable intangible assets consist of the following.

Amortization expense on identifiable assets was $2.9 million and $0.6 million for the three months ended September 30, 2025 and 2024, respectively, and $9.3 million and $1.0 million for the nine months ended September 30, 2025 and 2024, respectively.

9. Accrued Liabilities

Accrued liabilities consist of the following.

10. Debt

Below is an overview of our outstanding debt.

Stateline Term Loan

On May 23, 2025, Stateline entered into a Loan and Security Agreement (the “Stateline Term Loan”) with Stonebriar Commercial Finance LLC (“Stonebriar”), as lender, administrative agent, and collateral agent. The Company, through its subsidiary Solaris LLC, is the primary beneficiary of Stateline and therefore consolidates Stateline, including the Stateline Term Loan, in its condensed consolidated financial statements. Refer to Note 2. “Variable Interest Entities,” for additional information on the consolidation of Stateline.

The Stateline Term Loan provides for delayed draw term loan facility with a maximum principal amount equal to the lesser of (i) $550.0 million and (ii)80% of the total cost of the Equipment Collateral (as defined in the Stateline Term Loan).

Advances under the facility are permitted through March 31, 2027. As of September 30, 2025, an initial advance of $72.0 million had been drawn. Advances are initially evidenced by “interim notes,” which are subsequently converted into “converted notes” pursuant to the terms of the agreement.

Interest on interim notes accrues from the date of each advance at a variable rate (the “Floating Rate”) equal to 5.94% plus the greater of (a) the applicable Secured Overnight Financing Rate (“SOFR”) or (b)4.31%. The Floating Rate resets monthly on the first day of each calendar month. Interest is payable monthly in arrears on the first day of each calendar month.

Each advance converts to a “converted advance” on its conversion date (the “Conversion Date”), defined as the earliest of:

(a)The first day of the calendar quarter following the 90-day anniversary of “Go-Live” data (as defined in the Rental Agreement) of the applicable Equipment Collateral,

(b)April 1, 2027, or

(c)A mutually agreed-upon date by Stateline and Stonebriar.

Upon conversion, the related interim note becomes a converted note bearing interest at a fixed rate of 9.85% per annum, subject to a one-time adjustment based on then-prevailing U.S. Treasury rates and SOFR rates as of the business day prior to the Conversion Date. Once established, the fixed rate remains in effect for the 72-month term of the converted note. Interest on converted notes is payable monthly in arrears on the first day of each month beginning the month following the Conversion Date.

Principal repayment begins on the first day of each month beginning the month following the Conversion Date, with 80% of the principal due in equal monthly installments over 72 months and the remaining 20% due at maturity. Prepayments are permitted with at least 10 days’ prior notice and, if made before March 31, 2028, are subject to a make-whole provision. Thereafter, prepayments are subject to a prepayment fee. Partial prepayments require lender consent.

The Stateline Term Loan includes customary affirmative and negative covenants, including restrictions on additional indebtedness, liens, asset sales, and distributions. Beginning in the fiscal quarter ending March 31, 2027 (except as noted below), Stateline must comply quarterly with the following financial covenants (as defined in the Stateline Term Loan):

•Fixed charge coverage ratio of not less than 1.35 to 1.00

•Leverage ratio of not more than 3.50 to 1.00, and

•Minimum liquidity of not less than $5.0 million through December 31, 2026, and not less than $10.0 million thereafter.

The Stateline Term Loan is secured by the Equipment Collateral, related supply and power contracts, and proceeds thereof. The loan is non-recourse to the Company and secured solely by the assets of Stateline.

Debt financing costs of $5.8 million were incurred, with $0.8 million deducted from the initial advance’s carrying value to be amortized as interest expense over the term of the loan using the effective interest method. The remaining $5.0 million was deferred as other non-current assets to be allocated proportionally upon additional advances.

Interest expense recognized in connection with the Stateline Term Loan was $2.0 million and $2.5 million for the three and nine months ended September 30, 2025, respectively, all of which was capitalized as part of the cost of qualifying assets under ASC 835-20,Interest. As of September 30, 2025, $1.6 million of the outstanding principal is classified as current debt in the condensed consolidated balance sheet.

The carrying amount of the Stateline Term Loan approximates its fair value as of September 30, 2025, due to its recent origination and variable interest rate that reflects current market conditions (Level 2 fair value measurement under ASC 820,Fair Value Measurement).

The table below includes the expected future principal maturities of the Stateline Term Loan as of September 30, 2025, based solely on the outstanding principal balance of $72.0 million and assumed conversion dates in 2026 and 2027 (actual maturities may vary based on timing of conversions and any prepayments). These estimates assume conversion in 2026 and early part of 2027 for the current advances, with principal repayments commencing thereafter over a 72-month term per converted note (80% amortized in equal monthly installments and 20% as a balloon payment at maturity). Future draws under the facility (up to an additional $446.5 million based on the estimated total commitment utilization) are not reflected in the table below, as they represent contingent future borrowings. The maturities of these future borrowings would follow a similar structure upon draw and conversion.

Payments of Debt Obligations Due by Period

As of September 30, 2025, the schedule of the repayment requirements of long-term debt and convertible notes is as follows:

The outstanding principal of $320.9 million associated with the secured term loan agreement (the “Term Loan”) was paid in full on October 8, 2025. Accordingly, the Term Loan remains included in the maturity schedule above, which reflects amounts outstanding as of September 30, 2025. Refer to Note 19. “Subsequent Events” for additional information regarding the payoff of the Term Loan.

11. Convertible Notes

On May 2, 2025, the Company issued $155.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the “2030 Notes”) in an underwritten public offering, including the full exercise of a $20.0 million over-allotment option. The Company received net proceeds of $150.3 million, after deducting underwriting discounts and commissions of $4.7 million. Additional third-party issuance costs totaled $1.2 million. The Company used the net proceeds to purchase from Solaris LLC, its consolidated operating subsidiary, a subordinated convertible note of Solaris LLC with substantially similar economic terms as the 2030 Notes. Of the $155.0 million gross proceeds, $100.0 million was restricted for capital expenditures to support the growth of the Solaris Power Solutions segment, specifically for additional power generation equipment to support customer activity. As of September 30, 2025, the Company didnot have a restricted cash balance due to use of restricted cash funds for growth-related capital expenditures.

The 2030 Notes are senior, unsecured obligations and bear interest at a rate of 4.75% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2025. The 2030 Notes mature on May 1, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms.

The 2030 Notes are convertible into shares of the Company’s Class A common stock at an initial conversion rate of 37.8896 shares per $1,000 principal amount, equivalent to a conversion price of approximately $26.39 per share. The initial conversion rate would result in approximately 5,872,888 shares if all 2030 Notes were converted at the initial rate. The conversion rate is subject to customary anti-dilution adjustments in certain events, including stock splits, stock dividends, distributions, and specified corporate transactions. Upon a Make-Whole Fundamental Change (as defined in the indenture governing the 2030 Notes (the “First Supplemental Indenture”)), the conversion rate may be increased for a limited period based on the trading price of the Class A common stock. The maximum increase to the conversion rate in such an event is 13.2612 shares per $1,000 principal amount, which results in up to approximately 2,055,486 additional shares if all 2030 Notes are converted during such period and fully settled in shares.

As of September 30, 2025, the conversion rate remained unchanged from the initial rate of 37.8896 shares per $1,000 principal amount.

Holders may convert their 2030 Notes prior to maturity under the following circumstances:

The Company may not redeem the 2030 Notes prior to May 1, 2028. On or after that date, the Company may redeem all or a portion of the 2030 Notes for cash at par plus accrued and unpaid interest, provided that:

The redemption date must fall on or before the 25 th scheduled trading day immediately preceding the maturity date. Partial redemptions are not permitted unless at least $100.0 million aggregate principal amount of 2030 Notes remains outstanding following such redemption. A redemption will also constitute a Make-Whole Fundamental Change, which may trigger an increase in the conversion rate. Holders may convert their 2030 Notes until the second business day before the redemption date. Upon conversion, the Company may elect to settle the 2030 Notes in cash, shares of Class A common stock, or a combination of both, subject to the terms of the First Supplemental Indenture.

Under ASC 470-20,Debt with Conversion and Other Options, the Company accounted for the 2030 Notes as a single liability instrument, presented as convertible notes in the condensed consolidated balance sheet.

The total transaction costs, consisting of underwriting discounts and commissions and third party issue costs, were $5.9 million. These costs are presented as a direct deduction from the carrying amount of the convertible notes and are being amortized to interest expense over the term of the notes using the effective interest method. The effective interest rate is 5.6%.

A summary of the 2030 Notes interest expense, discount amortization, deferred debt issuance amortization, and capitalized interest for the three and nine months ended September 30, 2025 is as follows:

As of September 30, 2025, the components of the convertible notes were as follows:

The fair value of the 2030 Notes was $280.1 million as of September 30, 2025 (Level 1 under ASC 820).

There are no principal repayments required prior to maturity in 2030.

12. Fair Value Measurements and Financial Instruments

The Company’s financial assets and liabilities, as well as certain nonrecurring fair value measurements such as goodwill impairment and long-lived assets impairment, are measured using inputs from the three levels of the fair value hierarchy, of which the first two are considered observable and the last unobservable, which are as follows:

The carrying amount of the Company’s financial instruments, consisting of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and other current liabilities, including insurance premium financing, as reflected in our condensed consolidated balance sheets, approximates fair value due to their short-term nature.

Additionally, the carrying amounts outstanding under our debt agreements with variable rates, as reflected in our condensed consolidated balance sheets, approximate fair value as the effective interest rate approximates market rates. The carrying value of amounts outstanding under our finance and operating lease obligations, as reflected in our condensed consolidated balance sheets, approximates fair value as the borrowing rate approximate market rates. The estimated fair values of these financial instruments are determined using Level 2 inputs within the fair value hierarchy. The convertible notes are publicly traded and their fair value is based on Level 1 inputs.

Credit Risk

The financial instruments that are subject to concentrations of credit risk mainly include cash and cash equivalents, restricted cash, and trade receivables.

As of September 30, 2025, cash and cash equivalents totaled $106.7 million (withno restricted cash outstanding). As of December 31, 2024, cash, cash equivalents and restricted cash totaled $159.9 million. These balances exceed the FDIC-insured limits in both periods. The Company monitors the creditworthiness of institutions.

The majority of our accounts receivable have payment terms of 60 days or less. As of September 30, 2025, two customers accounted for 53% and 12% of our total accounts receivable. The concentration of customers operating within the oil and natural gas industry may increase our overall exposure to credit risk, as these customers may be similarly affected by shifts in economic, regulatory or other external factors. If a customer defaults, our gross profit and cash

flows may be adversely affected. To manage this credit risk, we conduct credit evaluations, monitor customer payment behavior, and, when necessary, pursue legal remedies, such as filing of liens.

13. Equity and Non-controlling Interest

Dividends

In order to allow the Company to pay quarterly cash dividends to holders of its shares of Class A common stock, Solaris LLC paid distributions totaling $8.2 million and $5.3 million to all Solaris LLC unitholders in the three months ended September 30, 2025 and 2024, respectively. Of these amounts, $5.8 million and $3.7 million were paid to the Company in the three months ended September 30, 2025 and 2024, respectively, all of which was used by it to pay quarterly cash dividends to holders of its shares of Class A common stock. Solaris LLC paid distributions totaling $24.5 million and $15.9 million to all Solaris LLC unitholders in the nine months ended September 30, 2025 and 2024, respectively. Of these amounts, $15.4 million and $10.9 million were paid to the Company in the nine months ended September 30, 2025 and 2024, respectively. Additional pro-rata distributions to certain Solaris LLC unitholders (including the Company) amounting to $1.2 million were made in the nine months ended September 30,2025 so that the Company could make payments owed by it under the Company’s Tax Receivable Agreement (as defined below). See Note 15. “Income Taxes” for further details on the Tax Receivable Agreement.

Non-controlling Interest

Non-controlling interests in the condensed consolidated balance sheets represent the portion of equity in consolidated subsidiaries not attributable to the Company. As of September 30, 2025 and December 31, 2024, non-controlling interest consisted of the following:

Exchange of Solaris LLC Units

During the nine months ended September 30, 2025, a total of 10,147,606 Solaris LLC units were exchanged for an equal number of shares of Class A common stock, and a corresponding number of shares of Class B common stock were cancelled, resulting in an increase in the Company’s ownership interest in Solaris LLC.

14. Earnings Per Share

Basic earnings per share of Class A common stock is computed by dividing net income attributable to Class A shareholders by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share is computed giving effect to all potentially dilutive shares.

The following table sets forth the calculation of earnings per share, or EPS, for the three and nine months ended September 30, 2025 and 2024:

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion:

15. Income Taxes

Income Taxes

The Company is a corporation and, as a result, is subject to United States federal, state and local income taxes. Solaris LLC is treated as a partnership for United States federal income tax purposes and therefore does not pay United States federal income tax on its taxable income. Instead, the Solaris LLC unitholders, including the Company, are liable for United States federal income tax on their respective shares of Solaris LLC’s taxable income reported on the unitholders’ United States federal income tax returns. Solaris LLC is liable for income taxes in those states not recognizing its status as a partnership for United States federal income tax purposes.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “OBBBA”) into law. Among other things, the OBBBA indefinitely extends the 100% first-year depreciation allowance (i.e. bonus depreciation) on qualified property placed in service after January 19, 2025, includes favorable modifications to the business interest expense limitation, and otherwise extends and enhances certain key provisions of the Tax Cuts & Jobs Act. The OBBBA has multiple effective dates with respect to its various provisions, with certain provisions effective in 2025. The most significant impact to the Company of the OBBBA is the permanent reinstatement of 100% bonus depreciation on qualified property. The impacts of OBBBA are reflected in our results for the quarter, and there was no material impact to our effective tax rate.

For the three months ended September 30, 2025 and 2024, we recognized a combined United States federal and state expense for income taxes of $4.1 million and $0.5 million, respectively. For the nine months ended September 30, 2025 and 2024, we recognized a combined United States federal and state expense for income taxes of $13.9 million and $3.7 million, respectively. 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. For the three and nine months ended September 30, 2025 and 2024, our effective tax rate differed from the statutory rate primarily due to Solaris LLC’s treatment as a partnership for United States federal income tax purposes.

The Company’s deferred tax position reflects the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. The largest components of the Company’s deferred tax position relate to the Company’s investment in Solaris LLC and net operating loss carryovers. The Company recorded a deferred tax asset and additional paid-in capital for the difference between the book value and the tax basis of the Company’s investment in Solaris LLC. This difference originates from the equity offerings of Class A common stock, exchanges of Solaris LLC units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock, and issuances of Class A common stock, and corresponding Solaris LLC units, in connection with stock-based compensation.

Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will be able to realize our deferred tax assets in the future. As the Company reassesses this position in the future, changes in cumulative earnings history, excluding non-recurring charges, or changes to forecasted taxable income may alter this expectation and may result in an increase in the valuation allowance and an increase in the effective tax rate.

Section 382 of the Internal Revenue Code of 1986 (the “Code”), contains rules that limit the ability of a company that undergoes an “ownership change” to utilize its net operating loss and tax credit carryovers and certain built-in losses recognized in years after the “ownership change.” An “ownership change” is generally defined as any change in ownership of more than 50% of a corporation’s stock over a rolling three-year period by stockholders that own (directly or indirectly) 5% or more of the stock of a corporation, or arising from a new issuance of stock by a corporation. If an ownership change occurs, Section 382 of the Code generally imposes an annual limitation on the use of pre-ownership change net operating loss carryovers to offset taxable income earned after the ownership change. We do not believe the Section 382 annual limitation related to historical ownership changes impacts our ability to utilize our net operating losses; however, if we were to experience a future ownership change our ability to use net operating losses may be impacted.

Payables Related to the Tax Receivable Agreement

On May 17, 2017, in connection with its initial public offering (“IPO”), the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with the other then-existing members of Solaris LLC. The Tax Receivable Agreement was later amended on June 27, 2023. As of September 30, 2025, our liability under the Tax Receivable Agreement was $76.9 million, of which $1.8 million was current, representing 85% of the net cash savings in United States federal, state and local income tax or franchise tax that the Company anticipates realizing in future years from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of the Company’s acquisition (or deemed acquisition for United States federal income tax purposes) of Solaris LLC units in connection with our IPO or pursuant to previous exercises of the Redemption Right or the Call Right (each as defined in the Solaris LLC Agreement) and additional tax basis arising from any payments the Company makes under the Tax Receivable Agreement.

The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our liability under the Tax Receivable Agreement. Therefore, in accordance with ASC 450, Contingencies, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of the Company’s acquisition (or deemed acquisition for United States federal income tax purposes) of Solaris LLC units in connection with the IPO or pursuant to previous exercises of the Redemption Right or the Call Right (each as defined in Solaris LLC’s limited liability company agreement) and additional tax basis arising from any payments the Company makes under the Tax Receivable Agreement. Solaris LLC may make cash distributions to the Company in order for the Company to satisfy its obligations under the Tax Receivable Agreement and will be required to distribute cash pro rata to each of the other members of Solaris LLC, in accordance with the number of Solaris LLC units owned by each member at that time.

On January 9, 2025, the Company made payments totaling $3.6 million under the Tax Receivable Agreement. Solaris LLC made a cash distribution to the Company of $3.6 million to satisfy these obligations and concurrently made a cash distribution on a pro rata basis to certain Solaris LLC unitholders amounting to $1.2 million.

16. Concentrations

For the three months ended September 30, 2025, two customers accounted for 54% and 11% of the Company’s revenues. For the three months ended September 30, 2024, three customers accounted for 21%,13% and 10% of the Company’s revenues. For the nine months ended September 30, 2025, two customers accounted for 46% and 12% of the Company’s revenues. For the nine months ended September 30, 2024, three customers accounted for 17%,13% and 11% of the Company’s revenues. As of September 30, 2025, two customers accounted for 53% and 12% of the Company’s accounts receivable. As of December 31, 2024, two customers accounted for 33% and 18% of the Company’s accounts receivable.

For the three months ended September 30, 2025, two suppliers accounted for 33% and 23% of the Company’s total purchases. For the three months ended September 30, 2024, two suppliers accounted for 28% and 23% of the Company’s total purchases. For the nine months ended September 30, 2025, one supplier accounted for 47% of the Company’s total purchases. For the nine months ended September 30, 2024, three suppliers accounted for 17%,14% and 10% of the Company’s total purchases. As of September 30, 2025, two suppliers accounted for 31% and 21% of the Company’s accounts payable. As of December 31, 2024, one supplier accounted for 39% of the Company’s accounts payable.

17. Commitments and Contingencies

Litigation and Claims

In the normal course of business, the Company is subject to various claims, legal actions, contract negotiations and disputes. The Company accrues for losses when probable and can be reasonably estimated. In management’s opinion, there are currently no such matters outstanding that would have a material effect on the accompanying condensed consolidated financial statements other than the following.

On February 28, 2024, the Company was served with a lawsuit by Masaba Inc. in the Wyoming District Court related to alleged intellectual property infringement (the “Lawsuit”). The complaint was later amended to name the Company’s subsidiaries Solaris Oilfield Site Services Operating, LLC (“SOSSO”) and Solaris Oilfield Site Services Personnel, LLC (“SOSSP”) as defendants. The complaint seeks, among other relief, unspecified compensatory damages, rescission, pre-judgment and post-judgment interest, costs and expenses. On July 19, 2024, SOSSO and SOSSP petitioned the Patent Trial and Appeal Board of the United States Patent and Trademark Office (“USPTO”) to instituteinter partes review (“IPR”) of all claims of the patent asserted in the Lawsuit (U.S. Patent No. 11,780,689 (“the ‘689 Patent”)). Pursuant to the parties’ joint request, the district court case was stayed on August 7, 2024 pending the completion of the requested IPR. On January 27, 2025, the USPTO instituted the IPR on all claims of the ‘689 Patent. A final written decision is expected in the IPR in January 2026. The Company believes that the claims asserted in the Lawsuit are without merit and will vigorously defend against them. At this time, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

On March 28, 2025, a purported stockholder of the Company filed a complaint in a putative class action lawsuit styled*Stephen Pirello v. Solaris Energy Infrastructure, Inc., et al.,*Case No. 4:25-cv-01455, in the United States District Court for the Southern District of Texas. The complaint asserts claims against the Company and certain of its officers under Sections 10(b) and 20(a) of the Exchange Act, alleging among other things that they made misleading statements and omissions relating to the acquisition of Mobile Energy Rentals, LLC (“MER” and such acquisition, the “MER Acquisition”). The complaint further alleges that these allegedly misleading statements and omissions were revealed in the Morpheus Research report regarding the Company issued on March 17, 2025, which the complaint alleges caused a decline in the Company’s stock price. The outcome of the lawsuit is uncertain, particularly because it is at its initial stages. However, the Company believes the lawsuit is without merit and intends to vigorously defend against it.

On October 31, 2025, Yvens Saint-Phard, a purported stockholder of the Company, filed a derivative complaint putatively on behalf of the Company styled Yvens Saint-Phard v. William A. Zartler, et al., Case No. 4:25-cv-05225, in the United States District Court for the Southern District of Texas (the “Saint-Phard Lawsuit”). The complaint in the Saint-Phard Lawsuit largely repeats the allegations made in the Pirello lawsuit. The complaint asserts that the alleged conduct harmed the Company and brings claims against certain of the Company’s directors and officers for breach of fiduciary duty, unjust enrichment, and violations of Sections 10(b) and 20(a) of the Exchange Act.

Purchase Commitments

As of September 30, 2025, the Company has entered into material purchase commitments for power generation equipment driven by the growth of its Solaris Power Solutions segment. These commitments are cancellable but subject to significant termination penalties, ranging from 5% to 90% of the purchase price, depending on when the order is cancelled. As of September 30, 2025, the Company had the following purchase commitments, consisting of purchases of power generation equipment:

Purchase commitments include $450.4 million related to Stateline, which are expected to be funded using a combination of proceeds from the Stateline Term Loan and Stateline’s cash flows, with no recourse to the Company.

Other Commitments

The Company has executed a guarantee of lease agreement with Solaris Energy Management, LLC, a related party of the Company, related to the rental of office space. The total future guarantee under the guarantee of lease agreement

with Solaris Energy Management, LLC is $1.8 million as of September 30, 2025. Refer to Note 18. “Related Party Transactions” below for additional information regarding related party transactions recognized.

18. Related Party Transactions

The Company incurs costs for services provided by Solaris Energy Management, LLC, a company owned by William A. Zartler, the Chief Executive Officer and Chairman of the Board. These costs include rent paid for office space, travel services and other administrative costs, included in selling, general and administrative costs and other operating expense in the condensed consolidated statement of operations. For the three months ended September 30, 2025 and 2024, Solaris LLC paid $0.1 million and $0.1 million, respectively, for these services. For the nine months ended September 30, 2025 and 2024, Solaris LLC paid $0.5 million and $0.3 million, respectively, for these services. As of September 30, 2025 and December 31, 2024, the Company included $0.1 million in prepaid expenses and other current assets on the condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the Company included $0.1 million and $0.1 million, respectively, of accruals to related parties in accrued liabilities on the condensed consolidated balance sheet.

As of September 30, 2024, THRC Holdings, LP, an entity managed by THRC Management, LLC (collectively, “THRC”), owned shares representing 10.4% of the outstanding shares of the Company’s Class A common stock, which also represented 5.2% of total voting shares. THRC is affiliated with certain of the Company’s customers, including ProFrac Services, LLC, and certain of the Company’s suppliers including Automatize Logistics, LLC, IOT-EQ, LLC and Cisco Logistics, LLC (collectively, “THRC Affiliates”).

THRC is no longer considered a related party as of October 1, 2024. The revenues and cost of services disclosed herein reflect transactions that occurred while THRC was considered a related party.

For the three and nine months ended September 30, 2024, the Company recognized service revenue of $6.0 million and $13.5 million, respectively, from services provided to THRC Affiliates.

As part of the MER Acquisition, the Company acquired a lease agreement for commercial real estate with KTR Management Company, LLC, which owns 20.9% of the outstanding shares of the Company’s Class B common stock, which also represents 6.0% of total voting shares as of September 30, 2025. As of September 30, 2025, the Company recognized an operating lease right-of-use asset of $0.2 million and a current operating lease liability of $0.2 million on the condensed consolidated balance sheets. As of December 31, 2024, the Company recognized an operating lease right-of-use asset of $0.3 million and an operating lease liability of $0.3 million, split between current and non-current portions, on the condensed consolidated balance sheets. For the three and nine months ended September 30, 2025, the Company incurred $0.1 million and $0.2 million, respectively, of rental expense related to the commercial real estate lease, included in cost of services on the condensed consolidated statement of operations. During the three and nine months ended September 30, 2025, the Company incurred $0.0 million and $0.3 million, respectively, of rental expense related to a short-term equipment rental and $0.0 million and $0.1 million, respectively, of fuel, utility and travel expenses from KTR Management Company, LLC, included in cost of leasing revenue on the condensed consolidated statement of operations. During the nine months ended September 30, 2025, the Company also purchased certain equipment from KTR Management Company, LLC for $2.0 million, included as property, plant and equipment, net on the condensed consolidated balance sheets. The equipment purchased was not marked up and represents the same amount the Company would have paid had the Company acquired the equipment directly.

In connection with the issuance of the 2030 Notes, BlackRock Portfolio Management LLC (“BlackRock”), a holder of in excess of 5% of our total outstanding shares of common stock, purchased an aggregate principal amount of $55.0 million at the price to the public. The Company’s audit committee approved BlackRock’s participation in the 2030 Notes offering on April 30, 2025.

In connection with the issuance of the 2031 Notes (as defined in Note 19. “Subsequent Events”), BlackRock purchased an aggregate principal amount of $120.0 million at the price to the public. The Company’s audit committee approved BlackRock’s participation in the 2031 Notes offering on October 6, 2025.

19. Subsequent Events

Debt Refinancing and Convertible Notes Issuance

On October 8, 2025, the Company completed a refinancing transaction in which it issued $747.5 million aggregate principal amount of its 0.25% Convertible Senior Notes due 2031 (the “2031 Notes”). The 2031 Notes were issued pursuant to an indenture, dated as of May 2, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture (the “Second Supplemental Indenture”), dated as of October 8, 2025, between the Company and the Trustee.

A portion of the net proceeds from the issuance of the 2031 Notes were used to repay in full the outstanding principal amount (plus accrued and unpaid interest and any make whole or other prepayment option) under the Term Loan and extinguish such Term Loan, which had a principal balance of $320.9 million as of September 30, 2025. The Company expects to recognize a loss on extinguishment of debt in the fourth quarter of 2025, primarily related to the write-off of unamortized debt issuance costs and original issue discount, and any prepayment penalties. The amount of the loss has not yet been finalized.

The 2031 Notes are senior, unsecured obligations that rank equally in right of payment with the Company’s existing and future senior, unsecured indebtedness (including the 2030 Notes) and bear interest at a rate of 0.25% per annum, payable semi-annually in arrears on April 1 and October 1, beginning April 1, 2026, and mature on October 1, 2031, unless earlier repurchased, redeemed, or converted. Before July 1, 2031, holders may convert the 2031 Notes only upon the occurrence of certain events; from and after July 1, 2031, holders may convert their 2031 Notes at any time until the close of business on the second scheduled trading day immediately before maturity. Upon conversion, the Company will settle its obligations in cash, shares of its Class A common stock, or a combination thereof, at the Company’s election. The initial conversion rate is 17.4825 shares per $1,000 principal amount, representing an initial conversion price of approximately $57.20 per share of Class A common stock, subject to customary adjustments.

Beginning on October 2, 2028, the Company may redeem the 2031 Notes, in whole or in part, if the market price of its Class A common stock exceeds 130% of the then-applicable conversion price for a specified period. If certain Fundamental Change (as defined in the Second Supplemental Indenture) events (such as qualifying business combinations or de-listing events) occur, holders may require the Company to repurchase their 2031 Notes at par plus accrued interest. Calling the 2031 Notes for redemption or the occurrence of certain Fundamental Changes may, under specified conditions, result in an increase in the conversion rate for a limited period.

Concurrently with the pricing of the 2031 Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions. The capped calls cover, subject to customary anti-dilution adjustments, the same number of shares initially underlying the 2031 Notes and are designed to reduce potential dilution to Class A common stock and/or offset cash payments the Company may make upon conversion of the 2031 Notes, subject to a cap price of $88.00 per share. The total cost of the capped call transactions was approximately $65.6 million. These transactions are separate from the 2031 Notes and do not affect holders’ rights under the Second Supplemental Indenture.

Additional Borrowings under Existing Stateline Term Loan Facility

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

Subsequent Commitments

Subsequent to September 30, 2025, the Company entered into additional material purchase commitments for growth-related capital expenditures. The aggregate value of these new commitments totals $402.8 million, of which $195.4 million is expected to be settled within the subsequent 12 months. These commitments are expected to be funded through a combination of available cash, future operating cash flows, and borrowing under existing credit facilities.

Dividends

On November 3, 2025, the Board approved a quarterly cash dividend of $0.12 per share of Class A common stock, payable on December 18, 2025, to holders of record as of December 8, 2025. Additionally, a distribution of $0.12 per unit will be made to Solaris LLC unitholders, with the same payment and record dates.