Solaris Energy (NYSE: SEI) plans $1.3B notes and $650M credit line

Rhea-AI Filing Summary

Solaris Energy Infrastructure, Inc. is pursuing a private Offering in which its subsidiary intends to sell $1.3 billion of Senior Notes due 2031. The Issuer plans to use net proceeds to repay outstanding borrowings, cover fees and support general corporate purposes, including growth capital spending.

The company highlights a strategic shift toward long-term, contracted behind-the-meter power for AI and industrial data centers, targeting an operated fleet of about 3,100 MW by the end of 2029. Solaris outlines long-term power contracts exceeding 2,000 MW with investment-grade technology customers and describes plans for a new $650 million revolving credit facility to align its capital structure with its expanding infrastructure platform.

Insights

Credit & capital structure analyst

Solaris adds $1.3B in notes and a $650M revolver to fund contracted power growth.

Solaris Energy Infrastructure plans to issue $1.3 billion of Senior Notes due 2031 and arrange a $650 million New Credit Facility. Proceeds are earmarked to refinance existing borrowings and support growth capital tied to long-term power contracts.

The filing notes annualized Adjusted EBITDA of about $334 million for the quarter ended March 31 2026, implying Issuer-level leverage of roughly 3.9x after the offering. Management targets a longer-term net leverage level near 3.0x as contracted cash flows scale.

Credit metrics for the New Credit Facility include maximum consolidated net leverage of 5.25:1.00 and minimum interest coverage of 3.00:1.00, tested quarterly starting in Q3 2026. Actual outcomes will depend on execution of AI data center contracts, deployment of the planned 3,100 MW fleet, and maintaining those covenant thresholds.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Senior Notes size: $1.3 billion aggregate principal amount Illustrative Adjusted EBITDA range: $875–$925 million Annualized Adjusted EBITDA: $334 million +5 more

8 metrics

Senior Notes size $1.3 billion aggregate principal amount Planned Senior Notes due 2031 in a private offering

Illustrative Adjusted EBITDA range $875–$925 million Potential illustrative Adjusted EBITDA upon full fleet deployment by end of 2029

Annualized Adjusted EBITDA $334 million Annualized from quarter ended March 31, 2026 at Issuer level

Post-offering leverage 3.9x Issuer leverage using $1,300M notes divided by $334M annualized Adjusted EBITDA

New Credit Facility size $650 million Revolving credit commitments under expected New Credit Facility

Letter of credit sublimit $150 million Portion of New Credit Facility available for letters of credit

Commitment fee 0.50% per annum Fee on unused New Credit Facility revolving commitments

Planned power generation fleet 3,100 MW Expected operated fleet capacity by end of 2029

Key Terms

Senior Notes, Rule 144A, Adjusted EBITDA, behind-the-meter, +2 more

6 terms

Senior Notes financial

"offer for sale $1.3 billion aggregate principal amount of Senior Notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Rule 144A regulatory

"a private placement (the “Offering”) conducted pursuant to Rule 144A and Regulation S"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Adjusted EBITDA financial

"For that period, Solaris’ potential illustrative Adjusted EBITDA of approximately $875 million to $925 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

behind-the-meter technical

"leading provider of co-located, behind-the-meter power for some of the world’s largest technology companies"

Equipment or systems located on a customer’s side of the electricity meter—such as rooftop solar panels, battery storage, electric vehicle chargers, or energy controls—that generate, store, or manage power for use on-site rather than being supplied through the utility’s grid. Investors care because behind-the-meter assets change how much power a customer buys, can create new revenue or savings streams, affect demand patterns, and shift regulatory or business models in the energy market, much like a homeowner installing their own water tank reduces municipal supply needs.

New Credit Facility financial

"We expect to enter into a revolving credit facility... such revolving credit facility, the “New Credit Facility”"

variable interest entity financial

"Stateline, a variable interest entity in which Solaris holds a 50.1% equity interest"

A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.

FAQ

What is Solaris Energy Infrastructure (SEI) offering in this 8-K filing?

Solaris is pursuing a private sale of $1.3 billion in Senior Notes due 2031 through its subsidiary. The notes are offered under Rule 144A and Regulation S to qualified investors and will be guaranteed on a senior unsecured basis by Solaris and certain subsidiaries.

How will Solaris Energy Infrastructure (SEI) use the $1.3 billion note proceeds?

The Issuer intends to use net proceeds to repay outstanding borrowings, pay related fees and expenses, and fund general corporate purposes including growth capital expenditures. This supports Solaris’s expansion of contracted power-generation assets for AI and industrial data center customers.

What new credit facility does Solaris Energy Infrastructure (SEI) describe?

Solaris expects to enter a $650 million revolving New Credit Facility with a $150 million letter-of-credit sublimit. Borrowings will bear interest at Term SOFR or a Base Rate plus a margin tied to consolidated net leverage, with a 0.50% per annum commitment fee on unused amounts.

What leverage does Solaris Energy Infrastructure (SEI) project after this notes offering?

As of March 31 2026, giving effect to the offering and use of proceeds, Issuer-level leverage would be about 3.9x. This is calculated using $1,300 million of notes divided by approximately $334 million of annualized Adjusted EBITDA for the quarter ended March 31 2026.

How large is Solaris Energy Infrastructure’s (SEI) planned power generation fleet?

Solaris has firm equipment orders targeting an operated fleet of about 3,100 MW of power generation capacity by the end of 2029. This fleet is intended to support long-term behind-the-meter power contracts with AI data center, energy, and industrial customers across multiple U.S. markets.

What long-term contracts support Solaris Energy Infrastructure’s (SEI) growth plans?

Solaris cites three major agreements, including Stateline, Hatchbo, and Customer C, totaling more than 2,000 MW of contracted capacity. These contracts generally feature multi-year fixed-fee structures with investment-grade technology customers and cancellation payments of 50% of remaining undiscounted revenue obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 09:09 AM Learn about SEC filing dates

false 0001697500 0001697500 2026-05-05 2026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

SOLARIS ENERGY INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38090		81-5223109
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9651 Katy Freeway, Suite 300

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

(281) 501-3070

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value		“SEI”		New York Stock Exchange
Indicate by check mark				NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On May 5, 2026, Solaris Energy Infrastructure, Inc. (the “Company”) announced that, subject to market conditions, Solaris Energy Infrastructure, LLC (the “Issuer”), a subsidiary of the Company, intends to offer for sale $1.3 billion aggregate principal amount of Senior Notes due 2031 (the “Notes”) in a private placement (the “Offering”) conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, the Company is providing certain information regarding the Company to prospective investors in a preliminary offering memorandum, dated May 5, 2026, and such information is furnished as Exhibit 99.1 hereto. The Issuer intends to use the net proceeds from the Offering to repay the Company’s outstanding borrowings, to pay related fees and expenses and for general corporate purposes, including to fund growth capital expenditures.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 and set forth in Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 8.01. Other Events.

The Company is filing as Exhibit 99.2 hereto a press release issued on May 5, 2026 announcing the Offering. The contents of such press release are incorporated by reference in this Item 8.01.

This Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, is not an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Certain information being provided to potential investors in the Offering.
99.2		Press Release dated May 5, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 5, 2026

		SOLARIS ENERGY INFRASTRUCTURE, INC.
By:		/s/ STEPHAN E. TOMPSETT
Name:		Stephan E. Tompsett
Title:		Chief Financial Officer

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Exhibit 99.1

Company Overview

We provide modular and scalable equipment-based solutions for power generation, power control and distribution that provide power to data center, industrial, utility and other commercial end-markets. We also deliver services for the management of raw materials used in oil and natural gas well completions. Headquartered in Houston, Texas, Solaris delivers these offerings through its Solaris Power Solutions and Solaris Logistics Solutions business segments.

The Company has undergone a strategic transformation since 2024, evolving into a leading provider of co-located, behind-the-meter power for some of the world’s largest technology companies. Its integrated offering spans fuel sourcing and last-mile delivery, power generation, emissions control, power control and distribution, battery energy storage systems, and full operations and maintenance — making Solaris a true one-stop shop for critical power infrastructure independent of grid interconnection constraints. The transformation is significantly advanced as highlighted by Solaris’ first quarter 2026 financial performance, whereby the Power Solutions segment generated 76% of Solaris’ total segment Adjusted EBITDA and is expected to contribute more than 90% of segment results in the future.

Solaris Power Solutions

Solaris Power Solutions provides modular and scalable prime power generation, control, and distribution infrastructure to data center, energy, and industrial end-markets. The segment was established through the September 2024 acquisition of Mobile Energy Rentals LLC (“MER”).

Solaris generates revenue in this segment primarily through long-term, fixed-fee rental and service contracts with investment-grade counterparties. These multi-year arrangements provide recurring and predictable cash flows obligating fuel and power price risks to the customer. This infrastructure-like earnings profile is supported by fully integrated in-house engineering and project execution capabilities. Once equipment is operational, maintenance capital expenditures are relatively low, enabling the generation of strong project-level and corporate free cash flow.

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Solaris has firm equipment orders in place with original equipment manufacturers for a power generation fleet that is expected to reach approximately 3,100 MW by the end of 2029. Solaris’ critical power generation and distribution services provide power for AI and industrial end-markets independent of grid interconnection constraints. The Solaris Power Solutions segment represents approximately 76% of Solaris’ total segment Adjusted EBITDA as of the first quarter of 2026. Upon full deployment of its power generation fleet by the end of 2029, Solaris Power Solutions is expected to represent approximately 90% of total segment Adjusted EBITDA, reflecting the strategic pivot toward long-term, contracted power generation and infrastructure services. For that period, Solaris’ potential illustrative Adjusted EBITDA of approximately $875 million to $925 million¹, net to Solaris.

Customer Contracts Summary

As of the date of this offering memorandum, we have entered into three significant agreements to provide power generation capacity for data center customers in the artificial intelligence computing sector. Each contract is structured as predominantly a fixed-fee payment.

Stateline, a variable interest entity in which Solaris holds a 50.1% equity interest, will provide approximately 900 MW of off-grid power generation capacity to a data center customer with deliveries expected through the first quarter of 2027.

On February 12, 2026, we entered into an agreement (the “Hatchbo Agreement”) with Hatchbo, LLC (“Hatchbo”). The Hatchbo Agreement initially provided over 500 MW of power generation equipment to Hatchbo, an affiliate of an investment-grade global technology company. Hatchbo is expected to approve an expansion of the Hatchbo Agreement to add additional generation capacity of approximately 130 MW as well as balance of plant (the “Hatchbo Amendment”).

The Customer C Agreement (as described below) provides over 600 MW of power capacity, including balance of plant equipment of transformers, batteries, switchgear, etc., to an affiliate of an investment-grade technology company, with deployments across multiple sites in the continental United States beginning in the second half of 2026. Key terms of the three contracts are summarized below:

		Stateline		Hatchbo		Customer C
Executed		Apr-2025		Feb-2026; Pending Hatchbo Amendment		Apr-2026
Contracted Capacity		~900 MW		>632 MW		>600 MW
Tenor		7 years		10 + 5-year option		10 + 5-year option
Cancellation Terms		50% of remaining undiscounted revenue obligation		50% of remaining undiscounted revenue obligation		50% of remaining undiscounted revenue obligation

¹  Reflects potential illustrative run-rate Adjusted EBITDA calculated as: (i) 2,650 MW of net capacity multiplied by first quarter 2026 annualized Solaris Power Solutions Adjusted EBITDA per deployed MW ($71.9 million multiplied by four and divided by 910 MW of deployed capacity), plus (ii) annualized first quarter 2026 Solaris Logistics Solutions Adjusted EBITDA ($23.2 million multiplied by four), less (iii) annualized first quarter 2026 Corporate Expenses (i.e., corporate employee salaries and expenses, headquarters office rental, and legal and professional fees) ($11.5 million multiplied by four). This metric is in no way intended to provide guidance and should not be interpreted as the Company’s expectations regarding actual results for any future period; rather, this is intended to provide an illustrative case for fully-deployed net capacity given our historical margins and cost structure. Our actual results could be materially different and lower than this amount.

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Evolution of Solaris’ Average Contract Tenor

Weighted average contract tenors within the Solaris Power Solutions segment have increased materially since 2024, reflecting repeat deployments, and an increasing share of longer-duration infrastructure arrangements.

The contracts above, totaling more than 2,000 MW, reflect Solaris’ growing base of long-term power agreements with global technology customers.

Recent Acquisitions

In August 2025, we acquired HVMVLV, LLC, a specialty provider of complex and fast-turnaround electrical control and distribution equipment along with associated technical design and engineering services (the “HVMVLV Acquisition”). In March 2026, we acquired Genco Power Solutions, a distributed power generation company that will add 400 MW of incremental power generation capacity to Solaris between 2026 and 2028, inclusive of approximately 100 MW of currently operated and contracted capacity (the “Genco Acquisition”). In addition, in March 2026 we secured 30 turbine delivery slots from a private party, which will provide over 500 MW of incremental power generation capacity between early 2027 and 2029.

Solaris Logistics Solutions

Solaris Logistics Solutions designs and manufactures specialized equipment, which combined with field technician support, last mile and mobilization logistics services and software solutions, enables the Company to provide a service offering that helps oil and natural gas operators and their suppliers drive efficiencies that reduce operational footprint and costs during the completion phase of well development. As of the first quarter of 2026, Solaris Logistics Solutions contributed approximately 24% of total segment Adjusted EBITDA. Upon full deployment of its power generation fleet by the end of 2029, Solaris Logistics Solutions is expected to contribute approximately 10% of total segment Adjusted EBITDA, providing stable cash flow and operational support alongside the Solaris Power Solutions platform.

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Competitive Strengths

Leading Provider of Integrated Behind-the-Meter (BTM) Power Solutions for AI and Industrial Loads

Solaris operates multiple behind the meter power generation and distribution plants serving AI data centers and other industrial customers, with a demonstrated track record of deploying modular generation at scale. We operate across multiple U.S. end markets, including data centers, energy, and other commercial and industrial applications. Solaris’ BTM generation operates independently of grid interconnection constraints, enabling shorter deployment timelines compared to grid-connected solutions. With an expected operated fleet of approximately 3,100 MW by the end of 2029, Solaris has developed operating scale and execution experience which differentiates it from newer market entrants.

Durable Cash Flow Visibility Through Long-Term Contracts with Investment-Grade Counterparties, Low Commodity Price Risk, and Strong Free Cash Flow After Investment Phase

The majority of Solaris Power Solutions’ revenue is generated under long term, fixed fee contracts with investment-grade hyperscaler counterparties. Growth capital is deployed primarily against executed contracts with defined tenors, including most recent contracts at 10 to 15 years, and substantial contractual termination protections. These contracts provide Solaris with recurring, predictable cash flows and importantly do not expose Solaris to fuel and power price risk. As a result, Solaris’ earnings profile has shifted toward contracted, infrastructure-like cash flow characteristics. Once equipment is operating and initial project investment is completed, maintenance capital expenditures are relatively low, resulting in strong project-level free cash flow.

Diversity of Customers for Solaris Power Solutions

Solaris recently secured a third long-term power contract with a new investment-grade technology customer, providing more than 600 MW of generation capacity with associated balance-of-plant over an initial 10-year term with a 5-year extension option. As a result, Solaris Power Solutions’ portfolio now includes more than 2,200 MW of long-term contracted capacity across multiple distinct large technology customers, alongside energy and other large commercial and industrial end users. This diversified customer base and contract mix reduces reliance on any single deployment while supporting long-duration, stable cash flows.

Integrated Turnkey Model with In-House Technical and Engineering Capabilities

Following the HVMVLV Acquisition in August 2025, Solaris internalized key electrical control, distribution, and balance-of-plant capabilities required for large-scale power deployments. This integrated model allows Solaris to offer a turnkey solution encompassing engineering, commissioning, operations, and maintenance. Vertical integration reduces execution risk, streamlines deployment, and supports repeatable project delivery across sites. These capabilities position Solaris earlier in customer project planning and increase the depth of customer integration.

Synergistic Business Model Supported by a Cash-Generating Logistics Segment

Solaris’ legacy Logistics Solutions segment maintains a leading position in electric-powered sand handling equipment and generates stable cash flow with modest ongoing capital requirements. This segment provides internally generated capital to support investment in the Power Solutions segment. Operating across two equipment-based infrastructure segments allows Solaris to leverage operational expertise in asset deployment, utilization, and lifecycle management. The combination enhances cash flow diversity while supporting disciplined capital allocation.

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Aligned, Founder-Led Management Team with Experience Scaling Infrastructure Platforms

Solaris is led by a founder-driven management team with experience building and scaling asset-intensive infrastructure businesses across power, logistics, and water sectors. Management retains approximately 20% insider ownership, aligning leadership incentives with long-term shareholder outcomes. This ownership structure has supported a measured approach to capital allocation, including the use of equity alongside debt to fund growth. Management’s track record reflects a focus on scalability, risk management, and balance sheet discipline.

Growth Strategies

Scaling Generation Capacity to Meet Growing AI and Data Center Power Demand

Solaris is expanding its power generation fleet to address demand from large-scale AI and data center customers with multi-year capacity requirements. The company recently secured approximately 40% incremental capacity to reach an expected operated fleet of approximately 3,100 MW by the end of 2029. Capacity additions are largely aligned with contracted or advanced-stage commercial discussions and opportunities. This expansion is expected to drive increasing earnings contribution as deployed capacity ramps.

Expanding Turnkey Offerings Through Enhanced Balance-of-Plant Scope

Solaris is increasing the scope of services provided per project by investing in expanded balance-of-plant offerings, including transformers, switchgear, batteries, energy management systems and natural gas infrastructure. Expanding scope increases capital invested per deployment while maintaining return profiles, contributing to higher EBITDA potential per project. These capabilities further integrate Solaris equipment into customer operations and increase switching costs over the asset life. The strategy supports deeper customer relationships and higher per-site economic contribution.

Pursuing Organic and Inorganic Growth in Adjacent Power Markets

Solaris evaluates acquisition opportunities which add technical capabilities, expand addressable markets, or improve vertical integration. Recent transactions, including the Genco Acquisition and HVMVLV Acquisition, illustrate this approach. Growth opportunities are assessed with a focus on strategic fit, execution risk, cash flow certainty and the ability to strengthen our business and financial profile.

Optimizing Capital Structure to Support Long-Term Infrastructure Growth

To support the execution of its long-term infrastructure growth strategy, Solaris is optimizing its capital structure to align funding duration with the stability and tenor of its contracted cash flows. The Company has strengthened its balance sheet to support ongoing fleet expansion and intends to enter into the New Credit Facility concurrently with the issuance of the notes offered hereby to help maintain significant liquidity and financial flexibility during the growth phase. On the closing date of the New Credit Facility, Solaris expects to have availability under the New Credit Facility of approximately $650.0 million. Proceeds from this notes offering will provide funding to support executed contracts, appropriately aligning the balance sheet with the underlying contracts and assets.

Positioned to Benefit from U.S. Electrification and Onshoring Trends

Solaris is positioned to benefit from projected increases in U.S. electricity demand driven by data centers, manufacturing onshoring, and broader electrification. A significant portion of forecasted power demand growth is occurring outside traditional AI applications, expanding the addressable market for BTM solutions. Solaris’ simple-cycle gas-fired BTM generation is increasingly cost-competitive with grid-supplied power while offering faster time-to-power. These dynamics support continued demand for distributed generation solutions over the medium term.

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Maintaining a Strong Balance Sheet

In parallel with the financing strategy, Solaris maintains a disciplined approach to balance-sheet management while pursuing growth, prioritizing liquidity and financial flexibility during the investment phase. Growth capital is deployed primarily against contracted projects with fixed-fee revenue structures, with commodity and fuel price risk contractually passed through to customers, limiting earnings volatility. Management has demonstrated a willingness to balance debt and equity funding, issuing approximately $582 million of equity alongside debt to support major growth initiatives and preserve balance-sheet strength. As of March 31, 2026, after giving effect to the completion of this offering and the use of proceeds therefrom, the Issuer’s leverage would have been approximately 3.9x (based on the debt at the Issuer level, comprised solely of the $1,300 million of notes offered hereby and excluding the Convertible Notes, the Intercompany Convertible Notes and the Stateline Term Loan, divided by approximately $334 million of Adjusted EBITDA for the quarter ended March 31, 2026 on an annualized basis). Annualized Adjusted EBITDA for the quarter ended March 31, 2026 may not be representative of performance over an extended period and does not take into account other future market conditions that may impact the business. As contracted cash flows scale and capital intensity moderates, Solaris targets a net leverage profile of approximately 3.0x net debt to Adjusted EBITDA, consistent with infrastructure-oriented credit metrics.

Recent Developments

New Credit Facility

We expect to enter into a revolving credit facility with MUFG Bank, Ltd., as administrative agent (the “Agent”), and a syndicate of lenders substantially concurrently with the issuance of the notes offered hereby (the “Credit Agreement”), in connection with which the Agent has received commitments from such lenders in the aggregate principal amount of $650 million (such revolving credit facility, the “New Credit Facility”). Obligations under the New Credit Facility will be (i) guaranteed by the Parent and the same subsidiaries thereof that will guarantee the notes offered hereby and (ii) secured by a pledge of the Parent’s equity interests in the Issuer and by a lien on substantially all assets of the Issuer and its subsidiaries. Obligations under the New Credit Facility will mature on the earlier of (a) the date that is the five-year anniversary of the closing date of the New Credit Facility and (b) the date that is 91 days prior to the maturity of any indebtedness for borrowed money of the Issuer or any restricted subsidiary in an aggregate principal amount of $150 million or more. The closing of the New Credit Facility and our ability to borrow thereunder are subject to customary closing conditions, including entry into definitive documentation and consummation of the offering, and may not occur on the terms described herein or at all. See “Description of Other Indebtedness—New Credit Facility.”

Recent Contracts

On April 24, 2026, we entered into a Master Equipment Rental Agreement (the “Customer C Agreement”) with a new customer (“Customer C”) to provide over 600 MW of power generation equipment and balance-of-plant to support Customer C’s power demand for artificial intelligence computing needs at its data center. Customer C is an affiliate of an investment-grade technology company and industry leader in the evolving artificial intelligence computing industry.

We expect to enter into an amendment to the Hatchbo Agreement, to add additional generation capacity of approximately 130 MW as well as balance-of-plant equipment. We expect the addition of balance-of-plant equipment will require an additional $215 million of future capital expenditures.

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New Credit Facility

We expect to enter into the Credit Agreement (defined above) substantially concurrently with the consummation of this offering. We expect that the New Credit Facility (defined above) provided thereunder will consist of revolving commitments in the aggregate principal amount of $650 million, including a sublimit for the issuance of letters of credit in an amount up to $150 million. The closing of the Credit Agreement and our ability to borrow under the New Credit Facility is subject to the consummation of this offering, repayment of the obligations under the Bridge Term Loan, the Stonebriar Term Loan, and the Caterpillar Term Loan (each as defined below), entry into definitive documentation, and other customary conditions set forth in the Credit Agreement.

Borrowings under the New Credit Facility are expected to bear interest at a rate equal to either Term SOFR (as defined in the Credit Agreement) or the Base Rate (as defined in the Credit Agreement), in each case plus an applicable rate as set forth in the grid below that corresponds to the ratio of (x) consolidated net indebtedness to (y) consolidated EBITDA, in each case based on the most recently ended four fiscal quarter period of the Issuer and its restricted subsidiaries. Undrawn amounts under letters of credit issued under the New Credit Facility are expected to bear a fee equal to the applicable rate for Term SOFR loans as set forth in the grid below. A commitment fee equal to 0.50% per annum is expected to be applied on the unused portion of the revolving credit commitments.

		Level 1				Level 2				Level 3				Level 4				Level 5
Total Net Leverage Ratio			Less than 3.00:1.00				Greater than or equal to 3.00:1.00 but less than 3.50:1.00				Greater than or equal to 3.50:1.00 but less than 4.00:1.00				Greater than or equal to 4.00:1.00 but less than 4.50:1.00				Greater than or equal to 4.50:1.00
Commitment Fee			0.50	%			0.50	%			0.50	%			0.50	%			0.50	%
Applicable Rate for Term SOFR Loans and Letters of Credit			2.50	%			2.75	%			3.00	%			3.25	%			3.50	%
Applicable Rate for Base Rate Loans			1.50	%			1.75	%			2.00	%			2.25	%			2.50	%

The Credit Agreement is expected to contain customary representations and warranties, affirmative covenants, reporting obligations, and negative covenants. Subject to certain exceptions to be set forth in the Credit Agreement, the covenants are expected to restrict our ability, among other things, to:

• grant liens;

• make investments, acquisitions, loans and advances;

• incur additional indebtedness;

• merge, amalgamate, dissolve, liquidate or consolidate;

• convey, sell, lease or otherwise dispose of property;

• make dividends or other distributions with respect to equity interests;

• enter into transactions with affiliates;

• prepay, redeem, or repurchase certain indebtedness; and

• enter into burdensome agreements with restrictions on subsidiary distributions.

We also expect the Credit Agreement to require compliance with certain financial covenants, including (a) a ratio of consolidated net indebtedness to consolidated EBITDA of no greater than 5.25:1.00 as of the last day of the

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most recently ended fiscal quarter (or, for the four fiscal quarters immediately following the consummation of certain material acquisitions, no greater than 5.50:1.00), (b) a ratio of consolidated secured net indebtedness to consolidated EBITDA of no greater than 3.50:1.00, and (c) a ratio of consolidated EBITDA to consolidated cash interest expense of no less than 3.00:1.00, in each case tested at the end of each fiscal quarter, based upon financial results from the four most recently ended fiscal quarters of the Issuer and its restricted subsidiaries, and commencing with the fiscal quarter ending on September 30, 2026.

We may voluntarily prepay outstanding loans under the New Credit Facility without premium or penalty, in whole or in part, subject to minimum amounts and customary notice requirements.

We expect the Credit Agreement to contain a mandatory prepayment requirement and a limitation on the availability of borrowings thereunder that could become effective upon the early termination or suspension of certain material contracts. We expect such mandatory prepayment provision to provide that, to the extent that we would not be in pro forma compliance with the financial covenants described above (a) after giving effect to such early termination or suspension, (b) assuming for purposes of such calculation that all commitments under the New Credit Facility have been fully drawn, and (c) after deducting certain cash payments received on account of such termination or cancellation from net leverage (without duplication of other amounts netted in the calculation of consolidated net indebtedness), we will be required to repay outstanding loans and cash collateralize letters of credit in an amount equal to the lesser of the amount of cash payments received on account of such termination or cancellation and the total amount outstanding under the New Credit Facility. We expect such availability limitation to provide that the amount available for borrowing under the New Credit Facility will be temporarily reduced to the amount we could borrow while still maintaining compliance with the financial covenants described above (a) after giving effect to such early termination or suspension, (b) assuming for purposes of such calculation that all commitments under the New Credit Facility have been fully drawn, and (c) after deducting certain cash payments received on account of such termination or cancellation from net leverage (other than amounts prepaid as described in the preceding sentence, and without duplication of other amounts netted in the calculation of consolidated net indebtedness).

The New Credit Facility is expected to mature on the earlier of (a) the date that is the five-year anniversary of the closing date of the New Credit Facility and (b) the date that is 91 days prior to the maturity of any indebtedness for borrowed money of the Issuer or any restricted subsidiary in an aggregate principal amount of $150 million or more.

All obligations under the Credit Agreement are expected to be required to be (a) guaranteed by certain of our existing and future direct and indirect restricted subsidiaries, other than certain excluded subsidiaries and (b) secured, subject to permitted liens and other customary exceptions set forth in the Credit Agreement and relevant collateral documents, by a first-priority perfected security interest in substantially all of our and the guarantors’ assets, other than certain excluded property.

We expect that the lenders under the New Credit Facility will be permitted to accelerate the obligations and terminate commitments thereunder or exercise other remedies upon the occurrence of certain customary events of default, subject to certain grace periods, cure rights, and exceptions. We expect these events of default to include, among others, payment defaults, cross-defaults to certain material indebtedness, covenant defaults, material inaccuracy of representations and warranties, certain events of bankruptcy, material judgments, invalidity of the collateral documents or guarantees, and changes of control.

8

Exhibit 99.2

Solaris Energy Infrastructure Announces Offering of $1.3 Billion of Senior Notes due 2031

May 05, 2026

HOUSTON—(BUSINESS WIRE)—Solaris Energy Infrastructure, Inc. (NYSE: SEI) (“Solaris” or the “Company”), today announced that Solaris Energy Infrastructure, LLC (the “Issuer”), a subsidiary of Solaris, intends, subject to market and other conditions, to offer (the “Offering”) for sale $1.3 billion aggregate principal amount of Senior Notes due 2031 (the “Notes”). The Issuer intends to use the net proceeds from the Offering to repay certain of the Company’s outstanding borrowings, to pay related fees and expenses and for general corporate purposes, including to fund growth capital expenditures. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Solaris and all of the Issuer’s existing subsidiaries and future restricted subsidiaries that incur or guarantee certain indebtedness of the Issuer or a subsidiary guarantor.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States only in compliance with Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these Notes, nor shall there be any sale of these Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

About Solaris Energy Infrastructure, Inc.

Solaris Energy Infrastructure, Inc. (NYSE: SEI) provides 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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include, but are not limited to, statements regarding the Offering, the terms of the Notes and the intended use of proceeds therefrom. Forward-looking statements are based on Solaris’s current expectations and assumptions regarding its business,

the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, Solaris’s actual results may differ materially from those contemplated by the forward-looking statements. Factors that could cause Solaris’s actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to, the factors discussed or referenced in Solaris’s filings made from time to time with the U.S. Securities and Exchange Commission (the “SEC”), including the other risks discussed in Part I, Item 1A. “Risk Factors” in Solaris’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 27, 2026. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause Solaris’s actual results to differ may emerge from time to time, and it is not possible for Solaris to predict all of them. Solaris undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Yvonne Fletcher

Senior Vice President, Finance and Investor Relations

(281) 501-3070

IR@solaris-energy.com

Source: Solaris Energy Infrastructure, Inc.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 52.0 KB
• EX-99.2 EX-99.2 6.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB