KTR/John Tuma Discloses 4M-Share Conversion and Sale in SOI 13D/A

Rhea-AI Filing Summary

Solaris Energy Infrastructure, Inc. reporting persons KTR Management Company, LLC and John Tuma disclosed a conversion and sale on August 6, 2025. KTR converted 4,000,000 shares of Class B common stock (and an equal number of Solaris LLC Units) into 4,000,000 shares of Class A common stock and sold those 4,000,000 Class A shares at $29.50 per share.

After the transactions the reporting persons beneficially own 4,114,783 shares of Common Stock, representing 6.1% of the outstanding Common Stock based on 67,582,883 total shares reported as of July 30, 2025. The cover pages show 0 sole voting/dispositive power and 4,114,783 shared voting/dispositive power. The filing lists the source of funds as "OO."

Positive

• Full disclosure of transaction: The Schedule 13D/A specifies the conversion and sale details, improving transparency for investors.
• Remaining ownership disclosed: Reporting persons retain 4,114,783 shares, explicitly reported as 6.1% of Common Stock based on the issuer's reported share count.

Negative

• Large disposal: Reporting persons sold 4,000,000 Class A shares at $29.50, representing approximately 5.9% of the reported total 67,582,883 shares.
• Concentration and control changes: The filing shows 0 sole voting/dispositive power and 4,114,783 shared voting/dispositive power, indicating shared control rather than sole control.

Insights

Financial Analyst

TL;DR: Material disposition disclosed; ownership remains significant at 6.1% after a 4,000,000-share sale at $29.50.

The filing reports a conversion of Class B shares and the immediate sale of 4,000,000 Class A shares for $29.50 each on August 6, 2025. Using the issuer's disclosed share base of 67,582,883, the sold block equals about 5.9% of the class, while the reporting persons retain 4,114,783 shares (6.1%). This is a clear, material transaction requiring 13D disclosure; it affects the free float and insider ownership metrics investors use to assess supply and control.

Corporate Governance Expert

TL;DR: Large insider conversion followed by a substantial open-market sale raises governance and signaling considerations for shareholders.

The reporting persons converted exchangeable Class B units into Class A shares and promptly sold 4,000,000 shares. The cover page shows shared voting and dispositive power for 4,114,783 shares and no sole power. The disclosure is complete on its face, citing the issuer's August 1, 2025 quarterly report as the basis for the percentage calculation. Given the size of the disposition relative to the outstanding class, the transaction is material to ownership structure and should be noted by governance-focused investors.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Solaris Energy Infrastructure, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

83418M103

(CUSIP Number)

John Tuma
327 N. Commerce Street,
Centerville, TX, 75833
(909) 390-3962

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 83418M103

1

Name of reporting person

KTR Management Company, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,114,783.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,114,783.00

11

Aggregate amount beneficially owned by each reporting person

4,114,783.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 4,114,783 shares of Class B common stock, par value $0.00 per share ("Class B common stock"), of Solaris Energy Infrastructure, Inc., a Delaware corporation (the "Issuer"), and an equal number of units ("Solaris LLC Units") of Solaris Energy Infrastructure, LLC, a Delaware limited liability company ("Solaris LLC") and operating subsidiary of the Issuer, held by KTR Management Company, LLC, a Texas limited liability company ("KTR"). Shares of the Issuer's Class B common stock (together with a corresponding number of Solaris LLC Units) are exchangeable for shares of the Issuer's Class A common stock, par value $0.01 per share ("Class A common stock," and together with the Class B common stock, "Common Stock"), on a one-for-one basis. (2) The percentage calculation is based on an aggregate of 67,582,883 shares of Common Stock, which is comprised of (a) 44,603,740 shares of the Class A common stock and (b) 22,979,143 shares of the Class B common stock as of July 30, 2025, as reported in the Issuer's most recent Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 1, 2025.

SCHEDULE 13D

CUSIP No. 83418M103

1

Name of reporting person

John Tuma

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,114,783.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,114,783.00

11

Aggregate amount beneficially owned by each reporting person

4,114,783.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents 4,114,783 shares of Class B common stock, par value $0.00 per share ("Class B common stock") of Solaris Energy Infrastructure, Inc., a Delaware corporation (the "Issuer"), and an equal number of units ("Solaris LLC Units") of Solaris Energy Infrastructure, LLC, a Delaware limited liability company and operating subsidiary of the Issuer ("Solaris LLC"), held by KTR Management Company, LLC, a Texas limited liability company ("KTR"). Shares of Class B common stock (together with a corresponding number of Solaris LLC Units) are exchangeable for shares of the Issuer's Class A Common Stock, par value $0.01 per share ("Class A common stock," and together with shares of Class B common stock, the "Common Stock"), on a one-for-one basis. (2) The percentage calculation is based on an aggregate of 67,582,883 shares of Common Stock, which is comprised of (a) 44,603,740 shares of the Class A common stock and (b) 22,979,143 shares of the Class B common stock as of July 30, 2025, as reported in the Issuer's most recent Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 1, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.01 per share
(b)	Name of Issuer: Solaris Energy Infrastructure, Inc.
(c)	Address of Issuer's Principal Executive Offices: 9651 Katy Freeway, Suite 300, Houston, TEXAS , 77024.
Item 3.	Source and Amount of Funds or Other Consideration
	On August 6, 2025, KTR (i) converted 4,000,000 shares of the Issuer's Class B common stock and an equal number of Solaris LLC Units into 4,000,000 shares of the Issuer's Class A common stock in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC, dated as of May 11, 2017, as amended from time to time, pursuant to which Solaris LLC Units (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, and (ii) sold 4,000,000 shares of the Issuer's Class A common stock at a price per share of $29.50.
Item 5.	Interest in Securities of the Issuer
(a)	(a) - (b) The aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons and, for such Reporting Persons, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D/A and are incorporated herein by reference.
(c)	Except as set forth in this Schedule 13D/A, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Issuer's securities beneficially owned by the Reporting Persons.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

KTR Management Company, LLC

Signature:	/s/ John Tuma
Name/Title:	John Tuma/President
Date:	08/08/2025

John Tuma

Signature:	/s/ John Tuma
Name/Title:	John Tuma
Date:	08/08/2025

FAQ

What did KTR Management disclose in the SOI Schedule 13D/A?

KTR disclosed it converted 4,000,000 Class B shares (and equal Solaris LLC Units) into Class A shares and sold 4,000,000 Class A shares at $29.50 on August 6, 2025.

How many shares do the reporting persons hold after the transactions (SOI)?

After the transactions the reporting persons beneficially own 4,114,783 shares, equal to 6.1% of the Common Stock based on 67,582,883 total shares.

What voting or dispositive power is reported by KTR and John Tuma for SOI?

Both reporting persons report 0 sole voting/dispositive power and 4,114,783 shared voting/dispositive power.

What source of funds was reported for the SOI transaction?

The Schedule 13D/A lists the source of funds as "OO" in the cover page information.

What basis was used to calculate the 6.1% ownership in the SOI filing?

The percentage is calculated using an aggregate of 67,582,883 shares of Common Stock, comprised of 44,603,740 Class A and 22,979,143 Class B shares, as of July 30, 2025, per the issuer's most recent quarterly report filed August 1, 2025.