Solaris Energy unit issues $1.25B in senior notes

The notes carry a 7.000% annual interest rate with payments beginning April 1, 2027; revolving commitments rise to $850.0 million.

Rhea-AI Filing Summary

Solaris Energy Infrastructure, Inc. reported that its subsidiary, Solaris Energy Infrastructure, LLC, issued $1.25 billion of 7.000% senior notes due April 1, 2032, in a private placement. The notes were issued at par for approximately $1,227.2 million in net proceeds after the initial purchasers’ discount and estimated offering expenses. The issuer intends to use the proceeds for general corporate purposes, growth capital expenditures, and offering costs. Interest is payable semiannually starting April 1, 2027, and the notes are guaranteed on a senior unsecured basis by the company and subsidiary guarantors.

An amendment increased revolving credit commitments by $200.0 million, from $650.0 million to $850.0 million, and raised the letter-of-credit sublimit from $150.0 million to $325.0 million. Following a change-of-control triggering event, the issuer must offer to repurchase notes for cash at 101% of principal, plus accrued and unpaid interest.

Filing Explained

The indenture limits specified company actions, and specified defaults can let the trustee or qualifying noteholders accelerate amounts due.

The notes issued on October 1, 2026 rank equally with existing senior debt and structurally ahead of Solaris’s convertible notes to the extent of subsidiary guarantees.

Before April 1, 2029, the issuer may use no more than the net cash proceeds of an equity offering to redeem up to 40% of the notes at 107% of principal, provided at least 50% of the originally issued notes remain and redemption occurs within 180 days after the offering closes.

Before April 1, 2029, the issuer may also redeem all or part of the notes at 100% of principal plus an applicable make-whole premium; from that date, scheduled redemption prices are 103.500% in 2029, 101.750% in 2030, and 100.000% in 2031 and later, plus accrued interest.

The indenture limits, subject to exceptions, the issuer and restricted subsidiaries’ ability to incur debt, pay dividends, sell assets, make investments, create certain liens, and take other listed actions.

Specified defaults, including missed payments and certain covenant failures, allow the trustee or holders of at least 30% of outstanding notes to accelerate amounts due.

8-K Event Classification

3 items: 1.01, 2.03, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Aggregate principal amount: $1.25 billion Interest rate: 7.000% per annum Net proceeds: Approximately $1,227.2 million +3 more

6 metrics

Aggregate principal amount $1.25 billion Senior notes issued October 1, 2026

Interest rate 7.000% per annum Senior notes due April 1, 2032

Net proceeds Approximately $1,227.2 million After the initial purchasers’ discount and estimated offering expenses

Maturity date April 1, 2032 Senior notes

Revolving commitments $850.0 million Increased from $650.0 million by $200.0 million

Letter-of-credit sublimit $325.0 million Increased from $150.0 million

Key Terms

senior unsecured basis, make-whole premium, Change of Control Triggering Event, incremental commitment feature, +1 more

5 terms

senior unsecured basis financial

"guaranteed on a senior unsecured basis"

Debt issued on a senior unsecured basis is borrowing that ranks ahead of other unsecured or subordinated claims for repayment but is not backed by specific collateral. For investors it signals priority in the lender hierarchy—similar to being first in line at a buffet among unsecured creditors—and typically affects expected recovery in default and the interest rate the issuer must pay.

make-whole premium financial

"plus an applicable make-whole premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Change of Control Triggering Event financial

"If a Change of Control Triggering Event occurs"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

incremental commitment feature financial

"exercise in full of the incremental commitment feature"

structurally senior financial

"are structurally senior to the Company’s Convertible Notes"

FAQ

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

How much debt did SEI’s subsidiary issue?

Solaris Energy Infrastructure, LLC issued $1.25 billion of 7.000% senior notes due April 1, 2032. The notes were issued at par for approximately $1,227.2 million in net proceeds after the initial purchasers’ discount and estimated offering expenses.

How much did SEI’s revolving credit commitments increase?

The amendment increased revolving commitments by $200.0 million, from $650.0 million to $850.0 million. It also raised the letter-of-credit sublimit from $150.0 million to $325.0 million.

What are the early redemption terms for SEI’s 2032 notes?

Before April 1, 2029, the issuer may redeem up to 40% of the notes with net cash proceeds from equity offerings at 107.000% of principal, subject to the indenture’s remaining-notes and timing conditions. Before that date, it may also redeem all or part at 100% of principal plus an applicable make-whole premium and accrued interest.

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

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Available on EDGAR 10/01/2026 - 04:16 PM Accepted by SEC EDGAR 10/01/2026 - 04:15 PM Learn about SEC filing dates

false 0001697500 0001697500 2026-10-01 2026-10-01

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): October 1, 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.

Indenture

On October 1, 2026, Solaris Energy Infrastructure, LLC (the “Issuer”), a subsidiary of Solaris Energy Infrastructure, Inc. (the “Company”), issued $1.25 billion aggregate principal amount of 7.000% 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”). The Notes were issued at par for net proceeds of approximately $1,227.2 million, after deducting the initial purchasers’ discount and estimated offering expenses. 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 are governed by an Indenture, dated as of October 1, 2026 (the “Indenture”), by and among the Company, the Issuer, the subsidiary guarantors named therein (the “Subsidiary Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes will mature on April 1, 2032, and interest on the Notes is payable semi-annually in arrears on each April 1 and October 1, commencing April 1, 2027, at a rate of 7.000% per annum. The Notes are unconditionally guaranteed on a senior unsecured basis by the Company and the Subsidiary Guarantors (the “Guarantees”). The Notes and the Guarantees (i) rank equally in right of payment with all existing and future senior indebtedness of the Issuer, the Company and the Subsidiary Guarantors, (ii) are structurally senior to the Company’s 4.75% Convertible Senior Notes due 2030 and 0.25% Convertible Senior Notes due 2031 (collectively, the “Convertible Notes”) to the extent of the Guarantees by the Subsidiary Guarantors and (iii) are senior in right of payment to the corresponding subordinated intercompany convertible notes issued by the Issuer to the Company in aggregate principal amounts equal to the outstanding amounts under the Convertible Notes.

Optional Redemption

At any time prior to April 1, 2029, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in an amount not greater than the net cash proceeds of one or more equity offerings, at a redemption price of 107.000% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the redemption date; provided that: (i) at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding the Notes held by the Company and its subsidiaries); and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. In addition, at any time prior to April 1, 2029, the Issuer may on any one or more occasions redeem all or part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but not including, the redemption date.

On and after April 1, 2029, the Issuer may on any one or more occasions redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year		Percentage
2029		103.500%
2030		101.750%
2031 and thereafter		100.000%

Change of Control

If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Issuer will be required to offer to repurchase all or any part of the outstanding Notes in cash at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase.

Certain Covenants

The Indenture contains covenants that, among other things and subject to certain exceptions, limit the Issuer’s ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain

preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from its restricted subsidiaries; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.

Events of Default

The Indenture contains customary events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, a guarantee being held unenforceable or invalid, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 30% in aggregate principal amount of the then-outstanding Notes to accelerate the amounts due under the Notes.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of 7.000% Senior Notes due 2032, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

First Amendment to Credit Agreement

On October 1, 2026, the Issuer, as borrower, the Company, as parent, the subsidiary guarantors thereto, the lenders party thereto, and MUFG Bank, Ltd., as administrative agent, entered into a First Amendment to Credit Agreement (the “First Amendment”), which amends that certain Credit Agreement, dated as of May 12, 2026 (the “Original Credit Agreement,” and the Original Credit Agreement, as amended by the First Amendment, the “Credit Agreement”), governing the Issuer’s senior secured revolving credit facility (the “Revolving Credit Facility”). The First Amendment, among other things, (i) increased the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to $850.0 million, through the exercise in full of the incremental commitment feature under the Credit Agreement, and (ii) increased the sublimit for the issuance of letters of credit under the Revolving Credit Facility from $150.0 million to $325.0 million.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Indenture, dated as of October 1, 2026, by and among Solaris Energy Infrastructure, LLC, Solaris Energy Infrastructure, Inc., the Subsidiary Guarantors and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of 7.000% Senior Notes due 2032 (included as Exhibit A in Exhibit 4.1).
10.1		First Amendment to Credit Agreement, dated as of October 1, 2026, by and among Solaris Energy Infrastructure, LLC, as borrower, Solaris Energy Infrastructure, Inc., as parent, MUFG Bank, Ltd., as administrative agent, and the lenders party thereto.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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: October 1, 2026

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

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 95.5 KB

Other Documents

• EX-4.1 EX-4.1 734.4 KB
• 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