[144] Solaris Oilfield Infrastructure, Inc. SEC Filing

Rhea-AI Filing Summary

Solaris Oilfield Infrastructure, Inc. (SOI) – Form 144

An affiliate intends to sell up to 4,000,000 Class A common shares—about 5.9 % of the 67.54 m shares outstanding—through Morgan Stanley on or after 28 Jul 2025. The block is valued at $121.2 million, indicating a reference price near $30.30 per share.

Recent activity shows the same holder, listed as J Turbines, Inc., already sold 2,000,000 shares in the last three months for $41.9 million. The filer originally obtained 8.11 m units and an equal number of Class B shares via a contribution transaction on 11 Sep 2024.

While Form 144 is only a notice and not a commitment, the proposed sale represents a sizeable insider disposition that could create near-term supply pressure, but also increases the public float and trading liquidity.

Insights

Equity Research Analyst

TL;DR: Insider plans to unload ~6 % of SOI shares worth $121 m, creating potential overhang.

The filing signals that an affiliated holder aims to dispose of 4 m Class A shares, a material stake relative to SOI’s float. Prior disposals of 2 m shares within three months underscore a continued exit strategy. Although non-dilutive, the increased supply could weigh on price until absorbed. No operational data is provided, so fundamental outlook is unchanged; the impact is chiefly technical and sentiment-driven.

Portfolio Manager

TL;DR: Large block sale may pressure SOI but improves liquidity; monitor execution pace.

At nearly $121 m, the proposed transaction is sizeable for a company with sub-$2 bn market cap. Blocks of this magnitude often require discounts or extended dribble-out, potentially capping upside in the near term. On the flip side, once absorbed, a larger public float can appeal to institutions needing liquidity. I view the filing as modestly negative until the shares clear the market.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A common stock, par value $0.01 per share	Morgan Stanley & Co. LLC 1585 Broadway New York NY 10036	4000000	121200000.00	67542700	07/28/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Units of Solaris Energy Infrastructure, LLC and an equal number of shares of Class B common stock, par value $0.00 per share	09/11/2024	Contribution/Acquisition	Solaris Energy Infrastructure, Inc.			8114783	09/11/2024	Contribution Consideration

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
J Turbines, Inc. 9651 Katy Freeway Suite 300 Houston TX 77024	Class A	06/04/2025	150000	381100.00
J Turbines, Inc. 9651 Katy Freeway Suite 300 Houston TX 77024	Class A	05/05/2025	1850000	41477000.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Solaris Oilfield (SOI) shares are being offered in the Form 144?

The notice covers 4,000,000 Class A common shares.

What is the estimated value of the proposed SOI share sale?

The aggregate market value is $121.2 million.

When is the anticipated sale date for the SOI shares?

The filer lists an approximate sale date of 28 July 2025.

How significant is the sale relative to SOI’s share count?

The block equals about 5.9 % of the 67.54 m shares outstanding.

Which broker is handling the transaction?

The shares are to be sold through Morgan Stanley & Co. LLC.

Has the seller recently disposed of additional SOI shares?

Yes. Over the last three months the seller off-loaded 2 m shares for roughly $41.9 m.