Solaris Energy plans $1B notes for power build

Rhea-AI Filing Summary

Solaris Energy Infrastructure, Inc. (SEI) reported that its subsidiary, Solaris Energy Infrastructure, LLC, intends, subject to market conditions, to privately offer $1.0 billion aggregate principal amount of Senior Notes due 2032 to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S. The notes will be senior unsecured and fully and unconditionally guaranteed by SEI and certain existing and future subsidiaries that also guarantee the Issuer’s revolving credit facility.

The Issuer plans to use net proceeds for general corporate purposes, growth capital expenditures, and fees and expenses related to the offering, supporting a capital plan that targets approximately $1.955 billion of 2026 capex and roughly $5 billion of aggregate investment in its power generation platform. SEI highlights a strategic shift toward long‑term, fixed‑fee, contracted power infrastructure, with Solaris Power Solutions generating about 80% of segment Adjusted EBITDA in Q2 2026 and expected to exceed 90% by 2029 as operated capacity increases from roughly 950 MW to over 3,300 MW.

SEI outlines three major AI data‑center contracts totaling about 2,200 MW (Stateline, Hatchbo, Customer C), recent acquisitions (Genco, GESA, Omega and HVMVLV) that vertically integrate engineering and construction capabilities, and a $650 million Revolving Credit Facility with $575 million availability as of June 30 2026. On a pro forma basis, Issuer‑level leverage would be about 5.3x Adjusted EBITDA (using annualized Q2 2026 Adjusted EBITDA of roughly $433 million and including the new notes and $1.3 billion of existing senior notes), with a stated long‑term net leverage target of about 3.0x as contracted cash flows scale.

Positive

• $1.0 billion Senior Notes support a growth plan targeting about $5 billion of power platform investment and $1.955 billion capex in 2026, aligned with long‑term, fixed‑fee contracts.
• Power Solutions now contributes about 80% of segment Adjusted EBITDA and is expected to exceed 90% by 2029 as capacity ramps from roughly 950 MW to over 3,300 MW, indicating a more contracted, infrastructure‑like earnings mix.
• SEI has secured three investment‑grade technology customer contracts totaling about 2,200 MW, and more than 2,300 MW of long‑term contracted capacity overall, supporting recurring cash flows.
• As of June 30 2026, SEI had $575.0 million availability under a $650.0 million Revolving Credit Facility and expects to increase commitments to $850.0 million, enhancing liquidity.

Negative

• Pro forma Issuer‑level leverage would be about 5.3x Adjusted EBITDA after the new notes and existing $1.3 billion senior notes, above SEI’s targeted 3.0x net leverage profile.
• SEI expects $1,955 million of capital expenditures in 2026 and ongoing significant capex thereafter, implying a sustained high funding need and execution risk on contracted projects.
• Recent acquisitions expanded headcount from 468 to more than 2,100 employees and increased exposure to construction and services risks, which SEI discloses could materially affect results if not managed effectively.

Filing Explained

Notes are not yet sold; the completed Omega acquisition issued approximately 3.6 million Class A shares, reducing existing holders’ percentage ownership absent offsetting changes.

The September 22 8-K reports that the Issuer intends, subject to market and other conditions, to offer $1.0 billion of senior notes; no sale or closing is disclosed, so the financing remains proposed. Separately, the investor materials state that the September 1 Omega acquisition was completed for approximately $101 million in cash, assumption of approximately $28 million of debt and lease obligations, and issuance of approximately 3.6 million Class A shares; that share issuance is the completed structural change affecting existing holders.

The proposed notes are debt securities rather than an issuance of common shares by this offering, so they represent a potential senior unsecured obligation rather than immediate equity dilution.

Issuing the approximately 3.6 million Omega shares increases the total share count and reduces existing holders’ percentage ownership absent offsetting changes.

The company also describes a proposed increase in revolving commitments from $650 million to a maximum of $850 million, but lender commitments and other conditions remain outstanding; the notes offering is not conditioned on that amendment.

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, or exhibit attachments filed with this report.

Key Figures

Senior Notes due 2032 offering size: $1.0 billion aggregate principal amount Pro forma leverage: 5.3x Adjusted EBITDA Annualized Adjusted EBITDA: $433 million +5 more

8 metrics

Senior Notes due 2032 offering size $1.0 billion aggregate principal amount Private placement of Senior Notes due 2032 by Solaris Energy Infrastructure, LLC

Pro forma leverage 5.3x Adjusted EBITDA Issuer leverage after $1.0 billion new notes and $1.3 billion existing senior notes, using annualized Q2 2026 Adjusted EBITDA

Annualized Adjusted EBITDA $433 million Annualized from Adjusted EBITDA for the quarter ended June 30, 2026, used in leverage calculation

2026 expected capital expenditures $1,955 million Estimated consolidated capex for the year ending December 31, 2026

Current and targeted generation capacity 950 MW to over 3,300 MW Operated in Q2 2026 vs. firm orders for capacity by end of 2029

Long-term contracted capacity Over 2,300 MW Includes three major technology customer contracts totaling about 2,200 MW

Revolving Credit Facility availability $575.0 million Availability under $650.0 million facility as of June 30, 2026 after $75.0 million letters of credit

Omega Acquisition consideration $101 million cash + $28 million debt/leases + 3.6 million shares Total consideration mix for Omega Foundation Services LLC acquisition

Key Terms

Adjusted EBITDA, behind-the-meter, Revolving Credit Facility, Rule 144A, +2 more

6 terms

Adjusted EBITDA financial

"Solaris’ potential illustrative run-rate Adjusted EBITDA would be approximately $1,000 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 turn-key, co-located, behind-the-meter power for some"

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.

Revolving Credit Facility financial

"we entered into a revolving credit facility with MUFG Bank, Ltd., as administrative agent"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Rule 144A regulatory

"offering for sale $1.0 billion aggregate principal amount of Senior Notes due 2032 in a private placement conducted pursuant to Rule 144A"

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.

variable interest entity financial

"Stateline Power, LLC (“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.

cost plus contracts financial

"Omega’s work is performed principally under master service agreements and project-specific work orders predominately under cost plus contracts"

Offering Details

other

Offering

Offering Type other

Use of Proceeds Net proceeds will be used for general corporate purposes, growth capital expenditures, and to pay fees and expenses related to the offering.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Solaris Energy Infrastructure (SEI) announce in this 8-K?

SEI disclosed that subsidiary Solaris Energy Infrastructure, LLC intends, subject to market and other conditions, to privately offer $1.0 billion of Senior Notes due 2032, guaranteed by SEI and certain subsidiaries, to qualified institutional buyers and non‑U.S. investors under Rule 144A and Regulation S.

How will SEI use the $1.0 billion Senior Notes due 2032 proceeds?

The Issuer intends to use net proceeds from the $1.0 billion Senior Notes due 2032 for general corporate purposes, growth capital expenditures, and to pay fees and expenses related to the offering, supporting SEI’s large capital program for its contracted power projects.

What is Solaris Energy Infrastructure’s pro forma leverage after the new notes?

SEI states that, as of June 30 2026 and after giving effect to the notes offering, Solaris Energy Infrastructure, LLC would have leverage of approximately 5.3x, based on $1,000 million of new notes, $1,300 million of existing senior notes, and annualized Q2 2026 Adjusted EBITDA of about $433 million.

How large is SEI’s current and planned power generation capacity?

SEI operated approximately 950 MW of capacity in Q2 2026 and has firm equipment orders to reach more than 3,300 MW by the end of 2029. Long‑term contracts with investment‑grade customers cover over 2,300 MW of this capacity.

What major customer contracts support SEI’s growth strategy?

SEI has three significant AI data‑center power contracts: Stateline (~900 MW, 7‑year term), Hatchbo (~660 MW, up to 18‑year term), and Customer C (~640 MW, 10‑year base plus 5‑year option). Each is predominantly fixed‑fee with investment‑grade technology counterparties.

What liquidity does SEI report under its Revolving Credit Facility?

As of June 30 2026, SEI had a $650.0 million Revolving Credit Facility with $75.0 million in standby letters of credit outstanding, resulting in $575.0 million of availability. SEI expects to amend the facility to increase total commitments to $850.0 million and the letter of credit sublimit to $325.0 million.

How much capital spending does SEI plan for 2026?

SEI currently expects consolidated capital expenditures of approximately $1,955 million for the year ending December 31 2026, as part of roughly $5 billion of aggregate capital investment planned for its power generation platform, subject to change based on management’s assumptions.

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

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Available on EDGAR 09/22/2026 - 08:07 AM Accepted by SEC EDGAR 09/22/2026 - 08:06 AM Learn about SEC filing dates

false 0001697500 0001697500 2026-09-22 2026-09-22

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): September 22, 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 September 22, 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 $1.0 billion aggregate principal amount of Senior Notes due 2032 (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 September 22, 2026, and such information is furnished as Exhibit 99.1 hereto. The Issuer intends to use the net proceeds from the Offering for general corporate purposes, growth capital expenditures and to pay fees and expenses related to the Offering.

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 reference in such filing.

Item 8.01. Other Events.

The Company is filing as Exhibit 99.2 hereto a press release issued on September 22, 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 September 22, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL).

2

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: September 22, 2026

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

3

Exhibit 99.1

Company Overview

We deliver comprehensive power infrastructure solutions including generation, distribution, installation and commissioning, aftermarket support, and operations and maintenance 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 Energy Infrastructure, Inc. (together with its consolidated subsidiaries, “Solaris,” the “Company,” “we,” “our” and “us”) 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 turn-key, co-located, behind-the-meter power for some of the world’s largest technology companies. Its integrated offering spans site construction, 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’ second quarter 2026 financial performance, whereby the Power Solutions segment generated approximately 80% of Solaris’ total segment Adjusted EBITDA and is expected to contribute more than 90% of segment results in the future. We define EBITDA as net income, plus (i) depreciation and amortization expense, (ii) interest expense and (iii) income tax expense, including franchise taxes, and Adjusted EBITDA as EBITDA plus (i) stock-based compensation expense and (ii) certain non-cash items and extraordinary, unusual or non-recurring gains, losses or expenses.

Solaris Power Solutions

Solaris Power Solutions delivers comprehensive power infrastructure solutions including generation, distribution, installation and commissioning, aftermarket support, and operations and maintenance to data center, energy, and industrial end-markets.

Solaris generates revenue in this segment primarily through long-term, fixed-fee leasing 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.

Solaris has firm equipment orders in place with original equipment manufacturers for power generation capacity that is scheduled to reach more than 3,300 MW by the end of 2029, a significant increase from approximately 950 MW operated on average during the second quarter ended June 30, 2026. Solaris’ critical power generation and distribution services provide power for technology and industrial end-markets independent of grid interconnection constraints. The Solaris Power Solutions segment represented approximately 80% of Solaris’ total segment Adjusted EBITDA for the second quarter of 2026. Upon full deployment of its power generation fleet by the end of 2029, Solaris Power Solutions is expected to represent more than 90% of total segment Adjusted EBITDA, reflecting the strategic transformation toward long-term, contracted power generation and infrastructure services. For that period, Solaris’ potential illustrative run-rate Adjusted EBITDA would be approximately $1,000 million,¹ net to Solaris and excluding additional Adjusted EBITDA attributable to potential new contracts on approximately 900 to 1,000 MW of capacity that is currently not subject to long-term contracts.

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 predominantly as a fixed-fee arrangement.

Stateline Power, LLC (“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 approximately 530 MW of power generation equipment to Hatchbo, an affiliate of an investment-grade global technology company. In the second quarter of 2026, we amended the Hatchbo Agreement to add incremental generation capacity as well as balance of plant equipment, including batteries, and in July 2026, we signed an amendment converting the Hatchbo Agreement into a final operating agreement providing for the delivery and operation of a turnkey power plant of approximately 660 MW with balance of plant, batteries and energy management systems, with a contract tenor of up to 18 years (10-year base term plus an 8-year extension option).

The Customer C Agreement (as described below) provides approximately 640 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; Amended May-2026 and Jul-2026		Apr-2026
Contracted Capacity		~900 MW		~660 MW		~640 MW
Tenor		7 years		10 + 8-year option		10 + 5-year option
Cancellation Terms		100% (Years 1–3) / 50% (Year 4+) of remaining undiscounted revenue obligation, including escalations		50% of remaining undiscounted revenue obligation plus the discounted sum of 100% of remaining payments under the services agreement		50% of remaining undiscounted revenue obligation

¹  Reflects potential illustrative run-rate Adjusted EBITDA calculated as: (i) $820 million of estimated annual Adjusted EBITDA contribution from approximately 1,850 MW of net capacity under existing long-term contracts, assuming such contracts are not terminated or otherwise canceled during their stated terms, plus (ii) $150 million of estimated Adjusted EBITDA attributable to the HVMVLV Acquisition, the GESA Acquisition and the Omega Acquisition, plus (iii) $90 million of estimated Adjusted EBITDA attributable to Solaris Logistics Solutions, which represents a 10% discount to the annualized second quarter 2026 Solaris Logistics Solutions Adjusted EBITDA ($25.0 million multiplied by four), less (iv) $60 million of estimated corporate expenses, which represents an approximate 15% increase to the annualized second quarter 2026 Corporate Expenses (i.e., corporate employee salaries and expenses, headquarters office rental, and legal and professional fees) ($12.9 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 our long-term contracted capacity. Our actual results could be materially different and lower than this amount.

Omega Acquisition

On September 1, 2026, we acquired Omega Foundation Services LLC (“Omega”), a specialized engineering, procurement and construction firm with significant expertise in heavy civil construction across multiple end markets, including large-scale data centers LNG facilities, industrial projects and government infrastructure (the “Omega Acquisition”). With the benefit of the Omega Acquisition, the Company is less reliant upon third-party engineering, procurement and construction contractors for early-stage site preparation, heavy civil construction and electrical substation development which could become a potential bottleneck for its projects and the industry overall. The acquisition extends the Company’s full-cycle power solutions offering, which now spans early-stage site services, front-end plant installation and commissioning services, and electrical substation development. We believe the transaction addresses one of the principal bottlenecks constraining power project delivery by bringing in-house a large team of skilled professionals with decades of specialized EPC experience across a wide range of applications and industries. By internalizing these capabilities, the Company expects to exercise greater control over the scope and sequencing of complex power project construction, improving cost and schedule certainty for both the Company and its customers.

Consideration for the transaction consisted of approximately $101 million in cash, the assumption of approximately $28 million of debt and lease obligations, and the issuance of approximately 3.6 million shares of Class A common stock of Solaris Energy Infrastructure, Inc. (the “Parent”). The Company has worked alongside the Omega team across multiple locations over the prior two years, which we expect to minimize integration risk and support Omega’s growth as part of the combined Company. Omega has historically performed work for a range of third-party customers across multiple end markets, including large-scale data centers, LNG facilities, industrial projects and government infrastructure, and is expected to continue to serve third-party customers following the Omega Acquisition in addition to performing work on the Company’s own power projects. Omega’s work is performed principally under master service agreements and project-specific work orders predominately under cost plus contracts.

GESA Acquisition

On July 1, 2026, we completed the acquisition of Global Energy Services Alliance, Inc. (“GESA”), a full cycle power generation service provider formed through the combination of Baseload Power, a U.S. provider of power generation aftermarket solutions, and Pro-Per Energy Services, a global provider of power plant installation and operations and maintenance services (the “GESA Acquisition”). The GESA Acquisition scales our in-house capabilities across the full life of a generation asset, spanning front-end plant installation and commissioning, long-term operations, and life-of-asset repair and maintenance. The GESA Acquisition also added more than 1 GW of installed generation capacity under operations and maintenance service arrangements across domestic and international markets. It also deepens our technical talent bench, adding personnel with decades of operations, maintenance, installation and commissioning, and repair experience across a broad range of installed generator and turbine classes, including aeroderivative, industrial, heavy-duty, hydroelectric and steam units. The transaction was funded with approximately $52.4 million of cash consideration (subject to customary post-closing adjustments) and approximately 2.9 million shares of Parent’s Class A common stock.

Genco Acquisition

In March 2026, we acquired Genco Power Solutions, a distributed power generation business (the “Genco Acquisition”). The Genco Acquisition will add approximately 400 MW of incremental natural gas-fueled generation capacity to Solaris on a phased basis between 2026 and 2028, inclusive of approximately 100 MW of currently operated and contracted capacity.

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.

Further, in September 2026, we secured two turbines from a private party for approximately $114.0 million in cash. These units are expected to provide over 66 MW of incremental power generation capacity beginning in the first quarter of 2027. We also secured an additional five turbines in the second quarter of 2026 and one additional turbine in third quarter 2026 from a supplier that will provide approximately 100 MW of incremental power generation capacity, subject to satisfaction of milestones payments.

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 second quarter of 2026, Solaris Logistics Solutions contributed approximately 20% 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 less than 10% of total segment Adjusted EBITDA, providing stable cash flow and operational support alongside the Solaris Power Solutions platform.

Competitive Strengths

Leading Provider of Integrated Behind-the-Meter (“BTM”) Power Solutions for Data Center and Industrial Loads

Solaris operates multiple behind-the-meter power generation and distribution plants serving both AI and cloud-based data centers, as well as other industrial and energy customers, with a demonstrated track record of deploying and operating 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. Solaris has developed operating scale and execution experience, as well as a vertically integrated service model, 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 18 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 has secured three long-term power contracts with investment-grade technology customers, providing approximately 2,200 MW of generation capacity along with associated balance-of-plant and other project scope. Including energy and other large commercial and industrial end users, Solaris Power Solutions’ portfolio includes more than 2,300 MW of long-term contracted capacity. 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 acquisition of HVMVLV, LLC in August 2025 (the “HVMVLV Acquisition”), the GESA Acquisition in July 2026, and the Omega Acquisition in September 2026, Solaris has internalized capabilities spanning the full lifecycle of a power project. The HVMVLV Acquisition internalized key electrical control, distribution, balance-of-plant design, power plant installation and operations and maintenance service capabilities required for large-scale power deployments. The GESA Acquisition added aftermarket repair and maintenance, installation and commissioning, and long-term operations capabilities across a broad range of generator and turbine classes. The Omega Acquisition further extended the offering to early-stage site preparation and construction and electrical substation development. This integrated model allows Solaris to offer a turnkey solution encompassing electrical distribution design and customization, site preparation and construction, installation and commissioning, operations, and aftermarket support services. 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.

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

Solaris’ founder-led management team has extensive 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 stakeholder 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 capabilities to address demand from large-scale AI and data center customers with multi-year capacity requirements. The Company operated approximately 950 MW in the second quarter of 2026 and has placed orders to bring its deployed capacity to over 3,300 MW by the end of 2029. Capacity additions are largely aligned with contracted or advanced-stage commercial discussions and opportunities. We estimate that our current and planned investments in our power generation platform represent approximately $5 billion of aggregate capital, and we currently expect consolidated capital expenditures of approximately $1,955 million for the year ending December 31, 2026, and we expect our capital expenditures to remain significant thereafter as we deploy additional contracted capacity. This estimate is based on management’s current plans and assumptions and is subject to change. This expansion is expected to drive increasing earnings contribution as deployed capacity ramps.

Expanding Turnkey Offerings Through Enhanced Project 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, as well as expanded services to support these projects such as site preparation and construction, installation and commissioning. 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, the HVMVLV Acquisition, the GESA Acquisition and the Omega 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 entered into the Revolving Credit Facility in May 2026 concurrently with the issuance of our 6.375% Senior Notes due 2031 (the “Existing Senior Notes”) to help maintain significant liquidity and financial flexibility during the growth phase. As of June 30, 2026, Solaris had availability under the Revolving Credit Facility of approximately $575.0 million (after giving effect to $75.0 million of outstanding letters of credit). Proceeds from this notes offering will provide funding to support executed contracts and anticipated future 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.

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 $1,000 million of equity alongside debt to support major growth initiatives and preserve balance-sheet strength. As of June 30, 2026, after giving effect to the completion of this offering and the use of proceeds therefrom, the leverage of Solaris Energy Infrastructure, LLC, a subsidiary of the Parent (the “Issuer”), would have been approximately 5.3x (based on the debt at the Issuer level, comprised of the $1,000 million of notes offered hereby and the $1,300 million of Existing Senior Notes and excluding the Parent’s outstanding 4.75% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) and outstanding 0.25% Convertible Senior Notes due 2031 (the “2031 Convertible Notes” and, together with the 2030 Convertible Notes, the “Convertible Notes”), the subordinated intercompany convertible notes issued by the Issuer to the Parent in aggregate principal amounts equal to the outstanding amounts under the Convertible Notes (the “Intercompany Convertible Notes”) and the Loan and Security Agreement, dated as of May 23, 2025, entered into by Stateline with Stonebriar, as lender, administrative agent and

collateral agent (the “Stateline Term Loan”), divided by approximately $433 million of Adjusted EBITDA for the quarter ended June 30, 2026 on an annualized basis). Annualized Adjusted EBITDA for the quarter ended June 30, 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

Revolving Credit Facility

On May 12, 2026, we entered into a revolving credit facility with MUFG Bank, Ltd., as administrative agent (the “Agent”), and a syndicate of lenders (the “Credit Agreement”), with commitments in the aggregate principal amount of $650 million (the “Revolving Credit Facility”). Obligations under the Revolving Credit Facility are (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 the subsidiary guarantors. Obligations under the Revolving Credit Facility will mature on the earlier of (a) the date that is the five-year anniversary of the closing date of the Revolving 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. As of June 30, 2026, there were no borrowings outstanding under the Revolving Credit Facility, and standby letters of credit with an aggregate face amount of $75.0 million had been issued under the letter of credit sublimit, resulting in $575.0 million of availability under the Revolving Credit Facility.

Concurrently with this offering, we expect to enter into an amendment (the “Credit Agreement Amendment”) of the Credit Agreement to, among other things (i) increase the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to a maximum aggregate principal amount of $850.0 million, through the exercise in full of the incremental commitment feature under the Credit Agreement, and (ii) increase the letter of credit sublimit under the Revolving Credit Facility from $150.0 million to $325.0 million. The closing of the Credit Agreement Amendment is subject to obtaining lender commitments and the satisfaction of other customary conditions set forth in the Credit Agreement Amendment, and there can be no assurance that it will be consummated on the terms described herein, on the anticipated timing or at all. The closing of this offering is not conditioned on the closing of the Credit Agreement Amendment or the consummation of the incremental commitment exercise.

See “Description of Other Indebtedness—Revolving 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 approximately 640 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.

In July 2026, we signed additional agreements which expand the scope of the Customer C Agreement to include additional balance of plant and energy storage assets, as well as management of natural gas on a cost-plus basis. In July 2026, a large energy customer also expanded its contracted capacity to approximately 80 MW from 60 MW and extended the contract tenor from four years to six years.

In July 2026, we also signed an amendment converting the Hatchbo Agreement into a final operating agreement, expanding the scope of services to include the delivery and operation of a turnkey power plant of approximately 660 MW with balance of plant, batteries and energy management systems designed to manage artificial intelligence workloads. In connection with this amendment, the contract tenor was extended to up to 18 years (10-year base term plus an 8-year extension option) from up to 15 years (10-year base term plus a 5-year extension option).

Risk Factors

Risks Related to Our Business

The engineering, construction and services businesses we have recently acquired have significantly expanded our workforce and increased the number of projects we execute, and our management team may not be able to effectively manage this broader, more labor-intensive operating footprint.

The GESA Acquisition and the Omega Acquisition have transformed us from a primarily equipment-based lessor into a business that also performs labor-intensive engineering, procurement, construction and services work. As a result, our operations now depend on the successful execution and integration of businesses with different workforces, systems and operating requirements.

We employed 468 employees as of December 31, 2025, and, following the GESA Acquisition and the Omega Acquisition, we now employ more than 2,100 employees and are executing individual projects across numerous sites. Our execution risk is now more broadly based and distributed across several concurrent projects and geographies rather than concentrated in a smaller number of equipment deployments.

These businesses expose us to risks to which we have historically had limited exposure, including project cost estimation and fixed-price or milestone-based contract risk, schedule and completion risk, subcontractor and craft labor availability and performance, jobsite health and safety incidents, warranty and rework claims, and workforce and payroll administration across multiple jurisdictions. A failure to attract, retain and supervise skilled craft and project management personnel, integrate acquired accounting, project controls and safety systems, or maintain internal control over financial reporting across the acquired businesses could result in project losses, liability, reputational harm and a material adverse effect on our business, financial condition and results of operations, and on our ability to service the notes.

Exhibit 99.2

Solaris Energy Infrastructure Announces Offering of $1.0 Billion of Senior Notes due 2032

September 22, 2026

HOUSTON—(BUSINESS WIRE)—Solaris Energy Infrastructure, Inc. (NYSE: SEI) (“Solaris”) 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 $1.0 billion aggregate principal amount of Senior Notes due 2032 (the “Notes”). The Issuer intends to use the net proceeds from the Offering for general corporate purposes, growth capital expenditures and to pay fees and expenses related to the Offering. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Solaris and all of the Issuer’s existing and future subsidiaries that guarantee certain indebtedness of the Issuer or a subsidiary guarantor, including the Issuer’s revolving credit facility.

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) delivers comprehensive power infrastructure solutions including generation, distribution, installation and commissioning, aftermarket support, and operations and maintenance. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including data centers, energy, and other commercial and industrial sectors. Additional information is available on our website, solaris-energy.com.

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 risk factors and cautionary statements in Solaris’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 27, 2026, any subsequently filed Quarterly Reports on Form 10-Q, and Solaris’s other filings with the SEC. 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 43.9 KB
• EX-99.2 EX-99.2 6.7 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