Solaris Energy (NYSE: SEI) issues $1.3B 6.375% senior notes for refinancing

Rhea-AI Filing Summary

Solaris Energy Infrastructure, Inc. is issuing $1.3 billion aggregate principal amount of 6.375% Senior Notes due 2031 in a private offering under Rule 144A and Regulation S. The notes will be issued at par, mature on May 15, 2031, and are expected to close on May 12, 2026, subject to customary conditions.

The company expects approximately $1,279.3 million in net proceeds after underwriter discounts and expenses. Solaris plans to use the cash to repay certain outstanding borrowings, cover related fees and expenses, and fund general corporate purposes, including growth capital expenditures. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by Solaris and its existing and future restricted subsidiary guarantors.

Insights

Credit and capital-structure analyst

Solaris locks in $1.3B of long-term fixed-rate debt mainly to refinance borrowings.

Solaris Energy Infrastructure is raising $1.3 billion through 6.375% Senior Notes maturing on May 15, 2031. The notes are issued at par in a private Rule 144A/Reg S transaction and guaranteed on a senior unsecured basis by Solaris and certain subsidiaries.

The company expects net proceeds of about $1,279.3 million, which it intends to use primarily to repay existing borrowings, plus fees and general corporate purposes including growth capex. This indicates a mix of refinancing and incremental funding rather than a purely opportunistic cash build.

Certain initial purchasers or affiliates are lenders under Solaris’s bridge term loan, so some proceeds will cycle back to them. The overall impact on leverage, interest expense and maturity profile depends on the debt being repaid, which is not detailed in the excerpt, so the transaction appears neutral from an investment-thesis standpoint based solely on this information.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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 principal: $1.3 billion Coupon rate: 6.375% Maturity date: May 15, 2031 +2 more

5 metrics

Senior notes principal $1.3 billion Aggregate principal amount of 6.375% Senior Notes due 2031

Coupon rate 6.375% Interest rate on Senior Notes due 2031

Maturity date May 15, 2031 Final maturity of Senior Notes

Expected net proceeds $1,279.3 million After initial purchasers’ discount and estimated expenses

Expected closing date May 12, 2026 Planned closing of the notes offering

Key Terms

Rule 144A, Regulation S, Senior Notes, qualified institutional buyers, +1 more

5 terms

Rule 144A regulatory

"in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933"

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.

Regulation S regulatory

"in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Senior Notes financial

"6.375% Senior Notes due 2031 (the “Notes”)"

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.

qualified institutional buyers regulatory

"offered only to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

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 1.01. Entry into a Material Definitive Agreement.

On May 5, 2026, Solaris Energy Infrastructure, Inc. (the “Company”), Solaris Energy Infrastructure, LLC, a subsidiary of the Company (the “Issuer”), and the subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which they agreed to sell $1.3 billion aggregate principal amount of the Issuer’s 6.375% Senior Notes due 2031 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Offering”). The Notes will mature on May 15, 2031. The Notes will be issued at par for total net proceeds of approximately $1,279.3 million, after deducting the Initial Purchasers’ discount and estimated offering expenses. The closing of the issuance of the Notes is expected to occur on May 12, 2026, subject to customary closing conditions. 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.

Certain of the Initial Purchasers and/or their affiliates are lenders under the Company’s bridge term loan and, as a result, will receive a portion of the net proceeds from this Offering.

The Purchase Agreement contains customary representations, warranties and agreements of the Company, the Issuer and the Subsidiary Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On May 5, 2026, the Company issued a press release announcing the pricing of the Notes described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Purchase Agreement, dated May 5, 2026, by and among Solaris Energy Infrastructure, Inc., Solaris Energy Infrastructure, LLC and the Subsidiary Guarantors and Goldman Sachs & Co. LLC, as representative of the Initial Purchasers, relating to the Offering.
99.1		Press Release dated May 5, 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: May 6, 2026

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

3

Exhibit 99.1

Solaris Energy Infrastructure Announces Pricing of Offering of $1.3

Billion of 6.375% Senior Notes due 2031

May 5, 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, has priced its offering (the “Offering”) of $1.3 billion aggregate principal amount of 6.375% Senior Notes due 2031 (the “Notes”). The Notes will mature on May 15, 2031 and will be issued at par. The Offering is expected to close on May 12, 2026, subject to customary closing conditions. 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 guarantee certain indebtedness of the Issuer or a subsidiary guarantor.

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 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.

FAQ

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

Solaris announced a private offering of 6.375% Senior Notes due 2031 totaling $1.3 billion. The notes are issued at par under Rule 144A and Regulation S, targeting qualified institutional buyers and certain non-U.S. investors.

How much will Solaris Energy Infrastructure (SEI) receive in net proceeds from the notes?

Solaris expects approximately $1,279.3 million in net proceeds from the $1.3 billion offering. This figure reflects deductions for the initial purchasers’ discount and estimated offering expenses disclosed in the transaction summary.

What is the interest rate and maturity of Solaris Energy Infrastructure’s new notes?

The new Solaris notes carry a fixed interest rate of 6.375% and mature on May 15, 2031. They are Senior Notes, ranking above subordinated debt, and will be fully and unconditionally guaranteed by Solaris and specified subsidiaries.

How does Solaris Energy Infrastructure (SEI) plan to use the note offering proceeds?

Solaris plans to use the net proceeds to repay certain existing borrowings, pay related fees and expenses, and fund general corporate purposes, including growth capital expenditures. Some lenders under its bridge term loan will receive a portion of these repayments.

Who guarantees Solaris Energy Infrastructure’s 6.375% Senior Notes due 2031?

The notes will be fully and unconditionally guaranteed on a senior unsecured basis by Solaris Energy Infrastructure, Inc. and all of the issuer’s existing subsidiaries and future restricted subsidiaries that guarantee certain indebtedness of the issuer or a subsidiary guarantor.

Who can buy the new Solaris Energy Infrastructure (SEI) notes?

The notes are offered only to persons reasonably believed to be qualified institutional buyers in the United States and to non-U.S. persons outside the United States in compliance with Regulation S, since they are not registered under the Securities Act.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 6.8 KB

Agreements & Contracts

• EX-10.1 EX-10.1 221.2 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