Solaris Energy completes Omega deal with $77M cash

Solaris Energy Infrastructure, Inc. (SEI) completed the acquisition of Omega Foundation Services on September 1, 2026 through a two-step merger structure, indirectly acquiring 100% of Omega.

Rhea-AI Filing Summary

Solaris Energy Infrastructure, Inc. (SEI) completed the acquisition of Omega Foundation Services on September 1, 2026 through a two-step merger structure, indirectly acquiring 100% of Omega. The sole Omega shareholder received 3,599,199 shares of Class A common stock plus approximately $77 million in cash, subject to customary post-closing adjustments.

The equity portion was issued as private, unregistered securities in reliance on Section 4(a)(2) of the Securities Act. The seller agreed to confidentiality, non-compete and non-solicitation covenants and a 180‑day lockup on transferring the equity consideration, with a longer restriction on part of the shares, and to indemnification obligations capped and subject to a deductible. Omega also entered into a Master Lease Agreement with a seller-affiliated entity covering certain operating properties.

Solaris states that Omega is a leader in specialized engineering, procurement and construction with heavy civil capabilities, including large-scale data centers, and that the transaction adds another piece of its power value chain and opens new revenue opportunities. Audited financial statements of the business acquired and related pro forma information are expected to be provided in a later amendment.

Positive

• Strategic EPC acquisition expands capabilities and markets: Solaris acquired Omega Foundation Services, which it describes as a leader in specialized EPC and heavy civil work, including large-scale data centers, adding another piece of the power value chain and creating new revenue opportunities across third‑party projects.
• Balanced cash-and-stock structure with seller lockup: Consideration of approximately $77 million in cash plus 3,599,199 shares aligns the seller with shareholders, supported by a 180‑day lockup and additional transfer restrictions, as well as non‑compete, non‑solicitation and indemnification covenants.

Negative

• None.

Filing Explained

The filing leaves Omega’s financial contribution and the combined company’s pro forma presentation unresolved: Solaris says the acquired-business financial statements and pro forma information will be filed by amendment within 71 calendar days after the Form 8-K filing deadline.

8-K Event Classification

5 items: 1.01, 2.01, 3.02, 7.01, 9.01

5 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 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Equity Consideration: 3,599,199 shares of Class A common stock Cash Consideration: Approximately $77 million Lockup Period: 180 days +3 more

6 metrics

Equity Consideration 3,599,199 shares of Class A common stock Shares issued to the Omega shareholder at closing of the acquisition

Cash Consideration Approximately $77 million Cash paid to the Omega shareholder, subject to post-closing adjustments

Lockup Period 180 days Initial lockup restricting transfers of the equity consideration, with longer limits on a portion

Financial statement amendment deadline 71 calendar days Outside date to file acquired business financials and pro forma information by amendment

Acquisition closing date September 1, 2026 Date the Merger Agreement was executed and the Omega acquisition closed

Press release date September 2, 2026 Date Solaris announced the Omega acquisition

Key Terms

Agreement and Plan of Merger, Equity Consideration, Master Lease Agreement, Section 4(a)(2), +2 more

6 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Equity Consideration financial

"3,599,199 shares of Class A common stock ... (the “Equity Consideration”)"

Equity consideration is when a buyer pays for an acquisition, asset or deal by giving shares instead of cash, so the seller becomes a part-owner of the combined business. Investors care because issuing shares changes who owns and controls the company and can dilute existing shareholders, while also aligning the seller’s incentives with future performance — similar to taking a stake in a venture instead of a one-time cash payment.

Master Lease Agreement financial

"Omega entered into a Master Lease Agreement (the “Master Lease”)"

A master lease agreement is an umbrella contract that sets the rules for a group of related leases between an owner and a renter, so new individual leases can be added quickly without renegotiating basic terms. For investors it matters because it fixes payment schedules, responsibilities for maintenance and default remedies across multiple assets, which directly affects a company’s cash flow predictability, liability exposure and the value of leased properties or equipment—like a standard template that speeds deals but locks in terms.

Section 4(a)(2) regulatory

"reliance upon the exemption ... provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

forward-looking statements regulatory

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

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.

engineering, procurement and construction technical

"a leader in the specialized engineering, procurement and construction (“EPC”) industry"

A contract model where a single firm is responsible for designing a project, buying the necessary materials and equipment, and building it to completion — like hiring one general contractor to plan, shop for, and construct a house. Investors care because these contracts concentrate responsibility and risk in one party: a fixed-price, turnkey deal can offer predictable revenue and clearer timelines, but cost overruns, delays or quality problems can directly affect a contractor’s profits and a project owner’s returns.

FAQ

What did SEI pay to acquire Omega Foundation Services?

Solaris paid the Omega shareholder 3,599,199 shares of Class A common stock plus approximately $77 million in cash, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses.

How did SEI structure the Omega acquisition?

Solaris used a two-step merger: a subsidiary merged into Omega Holdco, then Omega Holdco merged into another Solaris subsidiary, leaving Solaris indirectly owning 100% of Omega. The transaction closed concurrently with signing on September 1, 2026.

Was the SEI stock issued in the Omega deal registered with the SEC?

No. The 3,599,199 SEI shares issued as equity consideration were unregistered and issued in reliance on the Section 4(a)(2) exemption for transactions by an issuer not involving a public offering.

What lockup applies to the SEI shares issued in the Omega acquisition?

The Omega shareholder agreed to a 180‑day lockup restricting transfers, sales or other dispositions of the equity consideration, subject to certain conditions and with a longer restriction period applying to a portion of the shares.

What ongoing arrangements exist between SEI’s Omega unit and the seller’s affiliate?

At closing, Omega entered into a Master Lease Agreement with Bennett Acquisitions, LLC, an entity affiliated with the seller, under which Omega leases certain properties used in its operations, replacing and amending prior leases between the parties.

Will SEI provide financial statements for the Omega acquisition?

Yes. Solaris expects to file audited financial statements of the business acquired and related pro forma financial information by amendment, no later than 71 calendar days after the Form 8‑K is required to be filed.

How does SEI describe the strategic benefit of acquiring Omega?

Solaris states that Omega adds another key piece of its power value chain, expanding execution capabilities and opening new revenue opportunities across third‑party projects, with notable expertise in heavy civil construction for large-scale data centers.

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

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Available on EDGAR 09/08/2026 - 04:31 PM Accepted by SEC EDGAR 09/08/2026 - 04:30 PM Learn about SEC filing dates

false 0001697500 0001697500 2026-09-01 2026-09-01

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): September 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)
				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 1, 2026, Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Odyssey Merger Co., a Delaware corporation and then a wholly owned subsidiary of the Company (“Merger Sub I”), Omega Acquisition Holdings LLC, a Delaware limited liability company and then a wholly owned subsidiary of the Company (“Merger Sub II”), Omega Foundation Services Holdco, Inc., a Delaware corporation (“Omega Holdco”), and Andrew W. Bennett, an individual, as the sole shareholder of Omega Holdco (the “Shareholder”).

Prior to the execution of the Merger Agreement, the Shareholder contributed all of the issued and outstanding shares of capital stock of Omega Foundation Services, Inc., a Louisiana corporation, to Omega Holdco, a newly formed Delaware holding company, and Omega Foundation Services, Inc. was thereafter converted into a Delaware limited liability company named Omega Foundation Services LLC (“Omega”). Pursuant to the Merger Agreement, Merger Sub I merged with and into Omega Holdco, with Omega Holdco surviving the first merger, and immediately thereafter Omega Holdco merged with and into Merger Sub II, with Merger Sub II surviving the second merger (collectively, the “Mergers”). As a result of the Mergers and related internal transactions completed on the closing date, the Company indirectly acquired 100% of the equity interests of Omega (the “Acquisition”).

In exchange for all of the issued and outstanding shares of capital stock of Omega Holdco, the Shareholder received (i) 3,599,199 shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Equity Consideration”), and (ii) approximately $77 million in cash, subject to customary post-closing adjustments for cash, indebtedness, net working capital and transaction expenses.

The Merger Agreement contains covenants by the Shareholder, including confidentiality obligations, non-competition and non-solicitation covenants, and a 180-day lockup restricting the Shareholder’s ability to transfer, sell, or otherwise dispose of the Equity Consideration, subject to certain conditions and to a longer restriction on a portion of the shares. The Shareholder has agreed to indemnify the Company and its affiliates for losses arising from breaches of the representations and warranties made by Omega Holdco and the Shareholder, breaches of covenants or agreements made by the Shareholder, and certain specified matters, including pre-closing taxes and the pre-closing reorganization, subject to customary survival periods, a deductible, and a cap on certain indemnification claims.

The Merger Agreement contains customary representations and warranties for transactions of its type. The transaction closed simultaneously with the execution of the Merger Agreement on September 1, 2026.

The representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by matters made in confidential disclosure schedules delivered in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties thereto or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that the Company files with the Securities and Exchange Commission.

In connection with the closing of the Acquisition, Omega entered into a Master Lease Agreement (the “Master Lease”) with Bennett Acquisitions, LLC, a Louisiana limited liability company affiliated with the Shareholder, pursuant to which Omega leases certain properties used in its operations. The Master Lease amends and restates existing lease agreements between the parties.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement attached hereto as Exhibit 2.1.

2

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Equity Consideration to the Shareholder was completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering. The Company relied on this exemption from registration based in part on representations made by the Shareholder.

Item 7.01 Regulation FD Disclosure.

On September 2, 2026, the Company issued a press release announcing the Company’s entry into the Merger Agreement and the consummation of the Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “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 such section. Such information shall not be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, by and among the Company, Merger Sub I, Merger Sub II, Omega Holdco and the Shareholder, dated as of September 1, 2026.
99.1		Press Release, dated September 2, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL)

3

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 8, 2026

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

4

Exhibit 99.1

Solaris Energy Infrastructure Acquires Omega, Adding Specialized EPC Capabilities to Its Power Infrastructure Offering

HOUSTON, Texas, September 2, 2026 - (BUSINESS WIRE) - Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”), today announced the acquisition of Omega Foundation Services (“Omega”), a leader in the specialized engineering, procurement and construction (“EPC”) industry with significant expertise in heavy civil construction across multiple end markets, including large-scale data centers.

Transaction Strategy and Highlights

• Expands Turnkey Execution Capabilities. Adds to the Company’s full-cycle power solutions, which now include early-stage site services, front-end plant installation & commissioning services and electrical substation development.

• Addresses Key Industry Bottleneck. Brings in-house a large team of skilled professionals with decades of specialized EPC experience across a wide range of applications and industries.

• Provides New Customers in Growth Markets. Delivers numerous attractive growth opportunities in the data center, LNG, industrial and government sectors.

• Improves Cost and Schedule Certainty. Increases Solaris’ control and scope of complex power project construction for both the Company and its customers.

• Enhances Financial Profile. Expected to be immediately accretive to earnings and free cash flow per share. Funded through approximately $101 million of net cash consideration, $28 million debt and lease assumption, and issuance of approximately 3.6 million Class A Solaris shares.

Co-CEO Commentary

“Omega adds another key piece of the power value chain, expanding our execution capabilities and opening new revenue opportunities across a range of third-party projects,” said Bill Zartler, Chairman and Co-Chief Executive Officer, and Amanda Brock, Co-Chief Executive Officer. “We’ve worked alongside the Omega team for two years in multiple locations and have great confidence in their ability to execute. We’re thrilled to welcome the Omega team to Solaris and see substantial room for growth in the combined company.”

“In addition to the Omega transaction, we have significant near-term opportunities for long-term contracted power growth with new and existing customers as their power needs intensify. We’re working closely with these customers to meet their demand and look forward to announcing several further business expansions in the coming months.”

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, the Company 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 of 1933, as amended, 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 benefits of the transaction with Omega and our future financial performance following the transaction, our ability to successfully integrate Omega and to realize the anticipated synergies, capabilities and operational benefits of the acquisition, our expansion into new end markets and customer segments, anticipated customer demand and trends in global power infrastructure investment, current and potential future long-term contracts, and our future business strategy, profitability, financial performance and results of operations. Forward-looking statements are based on our current expectations and assumptions regarding our 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, our actual results may differ materially from those contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to, risks relating to the integration of Omega, the realization of anticipated benefits, synergies and accretion of the acquisition, the retention of key personnel and customers, unanticipated costs or liabilities, risks associated with international operations, and the other factors discussed or referenced in our filings made from time to time with the U.S. Securities and Exchange Commission (the “SEC”), including the risks discussed in Part I, Item 1A “Risk Factors” in

our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 27, 2026, Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 1, 2026 and Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 6, 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 our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake 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.

Contact:

Yvonne Fletcher

Senior Vice President, Finance and Investor Relations

(281) 501-3070

IR@solaris-energy.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 11.0 KB

Other Documents

• EX-2.1 EX-2.1 437.1 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