Solaris Energy Infrastructure unit prices $1.25B notes

The notes carry a 7.000% coupon, mature April 1, 2032, and are expected to close October 1, subject to customary closing conditions.

Rhea-AI Filing Summary

Solaris Energy Infrastructure, Inc. (SEI) announced that its subsidiary, Solaris Energy Infrastructure, LLC, agreed to sell $1.25 billion aggregate principal amount of 7.000% Senior Notes due 2032 in a private placement under Rule 144A and Regulation S. The offering was increased from an original $1.0 billion. The notes will be issued at par, mature on April 1, 2032, and are expected to close October 1, 2026, subject to customary closing conditions. The subsidiary expects approximately $1,227.2 million in net proceeds after the initial purchasers’ discount and estimated offering expenses.

The subsidiary intends to use the proceeds for general corporate purposes, growth capital expenditures, and offering fees and expenses. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by Solaris Energy Infrastructure, Inc. and all existing and future subsidiaries of the note issuer that guarantee certain indebtedness, including its revolving credit facility. The notes are not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.

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, or exhibit attachments filed with this report.

Key Figures

Principal amount: $1.25 billion Coupon: 7.000% Net proceeds: Approximately $1,227.2 million +3 more

6 metrics

Principal amount $1.25 billion 7.000% Senior Notes due 2032

Coupon 7.000% Senior Notes due April 1, 2032

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

Original offering size $1.0 billion Aggregate principal amount before the offering was increased

Maturity date April 1, 2032 Notes due date

Expected closing October 1, 2026 Subject to customary closing conditions

Key Terms

aggregate principal amount, private placement, Rule 144A, Regulation S, +2 more

6 terms

aggregate principal amount financial

"aggregate principal amount of the Issuer’s 7.000% Senior Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

private placement financial

"in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Rule 144A regulatory

"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.

Regulation S regulatory

"pursuant to Rule 144A and Regulation S"

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.

at par financial

"The Notes will be issued at par"

At par means a financial instrument is being bought, sold, or redeemed for its face value — the amount printed on the bond, loan or share certificate — rather than at a premium or discount. For investors this signals that the market views the security’s value, interest level and credit risk as in line with its original terms; think of it like selling a concert ticket for the exact price printed on it rather than higher or lower.

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.

FAQ

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

How large is SEI's 2032 notes offering?

Solaris Energy Infrastructure, LLC priced $1.25 billion aggregate principal amount of 7.000% Senior Notes due 2032, increased from the original $1.0 billion offering size. The notes will be issued at par.

Who guarantees SEI's 2032 notes?

The notes are guaranteed on a fully and unconditional senior unsecured basis by Solaris Energy Infrastructure, Inc. and all existing and future subsidiaries of the note issuer that guarantee certain indebtedness, including the note issuer’s revolving credit facility.

How does SEI's subsidiary plan to use the notes proceeds?

Solaris Energy Infrastructure, LLC intends to use the net proceeds for general corporate purposes, growth capital expenditures, and fees and expenses related to the offering.

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

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Available on EDGAR 09/23/2026 - 04:17 PM Accepted by SEC EDGAR 09/23/2026 - 04:15 PM 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 1.01. Entry into a Material Definitive Agreement.

On September 22, 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 MUFG Securities Americas Inc., as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), pursuant to which the Issuer agreed to sell to the Initial Purchasers $1.25 billion aggregate principal amount of the Issuer’s 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 Offering was upsized to $1.25 billion in aggregate principal amount of Notes from the original offering size of $1.0 billion in aggregate principal amount of Notes. The Notes will mature on April 1, 2032. The Notes will be issued at par for total net proceeds of approximately $1,227.2 million, after deducting the Initial Purchasers’ discount and estimated offering expenses. The closing of the issuance of the Notes is expected to occur on October 1, 2026, subject to customary closing conditions. 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 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 September 22, 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 September 22, 2026, by and among Solaris Energy Infrastructure, Inc., Solaris Energy Infrastructure, LLC, the Subsidiary Guarantors and MUFG Securities Americas Inc., as representative of the Initial Purchasers, relating to the Offering.
99.1		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 23, 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 Upsized Offering of $1.25 Billion of 7.000% 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, has priced its offering (the “Offering”) of $1.25 billion aggregate principal amount of 7.000% Senior Notes due 2032 (the “Notes”). The Notes will mature on April 1, 2032 and will be issued at par. The Offering is expected to close on October 1, 2026, subject to customary closing conditions. The Offering was upsized to $1.25 billion in aggregate principal amount of Notes from the original offering size of $1.0 billion in aggregate principal amount of Notes. 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 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 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 7.1 KB

Agreements & Contracts

• EX-10.1 EX-10.1 222.2 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