Solaris (SEI) Director’s Form 4: 5,518 Class A Award and 7.08M Class B Units
Rhea-AI Filing Summary
Keenan W Howard JR, a director of Solaris Energy Infrastructure, Inc. ("SEI"), reported an acquisition on 08/23/2025 of 5,518 shares of Class A common stock as a Restricted Stock Award under the company’s Long Term Incentive Plan that vests in full on the first anniversary of the grant. After the transaction he beneficially owned 89,050 Class A shares (including the newly granted restricted shares) and, indirectly through Yorktown Energy Partners X entities, held 7,079,234 Class B shares. The filing disclaims beneficial ownership of the Class B shares except to the extent of pecuniary interest and notes Class B shares carry voting rights but no economic rights. The Form 4 was signed by an attorney-in-fact on 08/26/2025.
Positive
- Restricted Stock Award granted of 5,518 Class A shares that vests in one year, aligning the director with Class A economic performance
- Largest indirect position disclosed: 7,079,234 Class B shares held through Yorktown Energy Partners X, showing clear voting stake
Negative
- Class B shares have no economic rights, meaning the large indirect holding conveys voting power but not direct economic upside
- Reporting person disclaims beneficial ownership of the Class B securities except for pecuniary interest, limiting clarity on direct economic control
Insights
TL;DR Director received a Restricted Stock Award of 5,518 Class A shares, modestly increasing direct holdings while a large indirect Class B stake remains via Yorktown.
The grant of 5,518 restricted Class A shares is a routine equity compensation event that vests in one year, aligning the director with shareholder interests in Class A economic performance. The report shows 89,050 Class A shares beneficially owned after the grant, indicating limited direct economic exposure relative to the much larger indirect Class B position of 7,079,234 units. The Class B position is held through Yorktown Energy Partners X structures and the filing includes a disclaimer of beneficial ownership except for pecuniary interest, which is a standard disclosure when ownership is through private investment vehicles. This mix of direct restricted shares and indirect voting units highlights a separation between voting influence and direct economic ownership.
TL;DR Significant indirect voting position exists, but Class B shares lack economic rights; disclosure appropriately notes ownership structure and disclaimer.
The filing explicitly states each Class B share carries one vote but no economic rights, and that the reporting person’s Class B holdings are held directly by Yorktown Energy Partners X with ownership routed through multiple entities. The report’s disclaimer of beneficial ownership for the Class B securities except for pecuniary interest is consistent with governance practices when control is exercised via affiliated private partnerships. Investors should note the clear bifurcation between voting control (via Class B units) and economic exposure (via Class A shares), as documented in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 5,518 | $0.00 | -- |
| holding | Solaris Energy Infrastructure, LLC Units | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (1)
- Restricted Stock Award pursuant to the Solaris Energy Infrastructure, Inc. Long Term Incentive Plan. The award vests in full on the first anniversary of the grant date. Includes 5,518 shares of Class A common stock subject to previously granted Restricted Stock Awards that remain subject to vesting. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose. These securities are owned directly by Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X"). The reporting person is a member and manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X. Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Solaris Energy Infrastructure, LLC ("Solaris LLC"), dated as of May 11, 2017, as amended from time to time, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 17, 2017, the units in Solaris LLC (together with a corresponding number of shares of the Issuer's Class B common stock) are exchangeable from time to time for shares of the Issuer's Class A common stock.
