[SCHEDULE 13D/A] Solaris Oilfield Infrastructure, Inc. SEC Filing

Rhea-AI Filing Summary

Schedule 13D/A (Amendment No. 2) discloses that J Turbines, Inc. and its president, John A. Johnson, have cut their beneficial stake in Solaris Energy Infrastructure, Inc. to 2,114,783 Class B shares/Solaris LLC units, or 3.1 % of outstanding common stock.

The reduction was achieved through three exchange-and-sale transactions that converted Class B shares (paired with LLC units) into Class A shares and immediately disposed of them on the market:

• 1,850,000 shares sold on 5-May-2025 at $20.60
• 150,000 shares sold on 3-4-Jun-2025 at a weighted-average $27.83
• 4,000,000 shares sold on 28-Jul-2025 at $30.30

Post-sale, the reporting persons hold no sole voting or dispositive power; all remaining authority over the 2.1 M shares is shared. No additional transactions occurred in the past 60 days, and no other parties have rights to dividends or sale proceeds from the reported securities. The filing contains no financial or operational results.

Positive

• None.

Negative

• Insider sales of 6 M shares at up to $30.30 materially reduced ownership and can pressure the stock.
• Beneficial stake now only 3.1 %, signalling weaker insider alignment with outside shareholders.

Insights

Equity Analyst

TL;DR Insider off-loads 6 M shares, stake now 3.1 %; likely modestly bearish signal for near-term share supply/demand.

The step-down from a much larger position to just 3.1 % indicates the selling principal believes current valuations—topping at $30.30—are attractive exit points. Aggregate disposals were executed at progressively higher prices, suggesting opportunistic profit-taking rather than distress, yet they introduce roughly 6 M shares of additional float within three months. With no remaining sole voting power, Johnson’s influence is now limited, reducing perceived insider alignment. The absence of any offsetting purchases or stand-still commitments means further sales remain possible. Overall impact skewed negative as sizable insider distribution can weigh on sentiment and create technical overhang.

Corporate Governance Specialist

TL;DR Ownership falls below 5 %; governance influence diluted but reporting compliance maintained—neutral to slightly negative.

Dropping under the 5 % threshold diminishes Johnson’s ability to influence shareholder votes or block proposals, potentially shifting control dynamics toward public holders and institutional investors. Continued filing on Schedule 13D, rather than switching to 13G, reflects intent to keep strategic optionality, but current disclosures show no activist agenda. From a governance lens the development is neutral: transparency is intact, yet reduced skin-in-the-game may lower alignment with minority shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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 A. Johnson
2929 Buffalo Speedway, A1204
Houston, TX, 77098
(713) 254-9299

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

07/28/2025

(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

J Turbines, Inc.

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,114,783.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,114,783.00

11

Aggregate amount beneficially owned by each reporting person

2,114,783.00

12

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

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 2,114,783 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 J Turbines, Inc., a Delaware corporation ("J Turbines"). 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 67,542,700 shares of Common Stock, which is comprised of (a) 40,403,557 shares of the Class A common stock and (b) 27,139,143 shares of the Class B common stock as of May 6, 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 May 7, 2025.

SCHEDULE 13D

CUSIP No. 83418M103

1

Name of reporting person

John A. Johnson

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 2,114,783.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,114,783.00

11

Aggregate amount beneficially owned by each reporting person

2,114,783.00

12

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

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents 2,114,783 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 J Turbines, Inc., a Delaware corporation ("J Turbines"). 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 67,542,700 shares of Common Stock, which is comprised of (a) 40,403,557 shares of the Class A common stock and (b) 27,139,143 shares of the Class B common stock as of May 6, 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 May 7, 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 May 5, 2025, J Turbines (i) converted 1,850,000 shares of the Issuer's Class B common stock and an equal number of Solaris LLC Units into 1,850,000 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 (the "LLC Agreement"), 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 1,850,000 shares of the Issuer's Class A common stock at a price per share of $20.60. On June 3 and 4, 2025, J Turbines (i) converted 150,000 shares of the Issuer's Class B common stock and an equal number of Solaris LLC Units into 150,000 shares of the Issuer's Class A common stock in accordance with the terms of the LLC Agreement, 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 150,000 shares of the Issuer's Class A common stock at a weighted average price per share of $27.83. On July 28, 2025, J Turbines (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 LLC Agreement, 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 $30.30.
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.

J Turbines, Inc.

Signature:	/s/ John A. Johnson
Name/Title:	John A. Johnson/President
Date:	07/30/2025

John A. Johnson

Signature:	/s/ John A. Johnson
Name/Title:	John A. Johnson
Date:	07/30/2025

FAQ

What percentage of Solaris (SOI) does J Turbines now own?

They report beneficial ownership of 2,114,783 shares, equal to 3.1 % of common stock.

How many shares did J Turbines sell in 2025 according to this Schedule 13D/A?

A total of 6,000,000 Class A shares were sold after conversions on 5-May, 3-4-Jun, and 28-Jul 2025.

At what prices were the Solaris shares sold?

Sales occurred at $20.60, $27.83 (weighted average) and $30.30 per share.

Does John A. Johnson still have sole voting power over any Solaris shares?

No. The filing states 0 shares with sole voting or dispositive power; authority is shared.

Why was a Schedule 13D/A amendment filed?

Because the reporting persons’ ownership changed materially—dropping to 3.1 %—requiring an update under Exchange Act Rule 13d-2.