Select Water (NYSE: WTTR) launches $175M Class A stock offering
Rhea-AI Filing Summary
Select Water Solutions, Inc. plans an underwritten public offering of
Select intends to use the net proceeds for general corporate purposes, including water infrastructure growth projects, potential acquisitions, and repayment of borrowings under its sustainability-linked credit facility. The transaction’s completion, size and terms remain subject to market and other conditions.
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Insights
Select plans primary equity raise to fund growth and debt flexibility.
Select Water Solutions is commencing an underwritten public offering of Class A common stock targeting gross proceeds of
Proceeds are earmarked for general corporate purposes, with specific references to water infrastructure growth capital, potential acquisitions and possible repayment of its sustainability-linked credit facility. This mix combines organic expansion, inorganic opportunities and balance-sheet management, but the actual allocation will depend on future decisions.
The offering remains subject to market and other conditions, so timing and final size are not assured. Subsequent prospectus supplements and company filings will detail the final pricing, number of shares issued and any material changes in intended use of proceeds once the transaction is priced or completed.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive office) | (Zip Code) |
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 | ||
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01 | Regulation FD Disclosure |
On February 19, 2026, the Company issued a press release announcing that, subject to market conditions, it intends to conduct an underwritten public offering (the “Offering”) of $175.0 million of its Class A common stock, par value $0.01 per share (“Class A Common Stock”), pursuant to a registration statement on Form S-3 (File No. 333-293586) filed with the U.S. Securities and Exchange Commission on February 19, 2026, which became automatically effective upon filing. In addition, the Company intends to grant the underwriters an option to purchase up to $26.25 million of additional shares of Class A Common Stock on the same terms and conditions as the Offering. A copy of the press release announcing the Offering is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| EXHIBIT | DESCRIPTION | |
| 99.1 | Press Release dated February 19, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| SELECT WATER SOLUTIONS, INC. | ||
| Date: February 19, 2026 | By: | /s/ Christopher K. George |
| Christopher K. George | ||
| Executive Vice President and Chief Financial Officer | ||
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Exhibit 99.1
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News Release
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Contacts:
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Select Water Solutions, Inc.
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Garrett Williams – VP, Corporate Finance & Investor
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Relations
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(713) 296-1010
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IR@selectwater.com
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Dennard Lascar Investor Relations
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Ken Dennard / Natalie Hairston
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(713) 529-6600
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WTTR@dennardlascar.com
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Select Water Solutions Announces Public Offering of Common Stock
Gainesville, TX – February 19, 2026 – Select Water Solutions, Inc. (NYSE: WTTR) (“Select,” the “Company,” “we,” “our” or “us”), today announced the commencement of an underwritten public offering of $175.0 million of its Class A common stock, par value $0.01 per share (“Class A Common Stock”), pursuant to an effective shelf registration statement on Form S-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Company intends to use the net proceeds it receives from the offering for general corporate purposes, including water infrastructure growth capital projects, potential acquisitions or debt repayment under the Company’s sustainability-linked credit facility.
The Company expects to grant the underwriters a 30-day option to purchase up to $26.25 million of additional shares of Class A Common Stock at the public offering price, less the underwriting discounts and commissions.
J.P. Morgan Securities LLC and BofA Securities are serving as lead book-running managers for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The proposed offering will be made only by means of a prospectus and a prospectus supplement. Copies of the preliminary prospectus supplement and accompanying base prospectus related to the offering and final prospectus supplement, when available, may be obtained from J.P. Morgan Securities LLC, by mail at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by emailing prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com, from BofA Securities, by mail at NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department or by emailing dg.prospectus_requests@bofa.com, or by accessing the SEC’s website at www.sec.gov.
The offering is being conducted pursuant to the Registration Statement, previously filed with the SEC on February 19, 2026 that became effective upon filing, and corresponding prospectus. A preliminary prospectus supplement thereto has been filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Class A Common Stock or any other securities, nor shall there be any sale of such shares of Class A Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Select Water Solutions, Inc.
Select is a leading provider of sustainable water and chemical solutions to the energy industry. These solutions are supported by the Company’s critical water infrastructure assets, chemical manufacturing and water treatment and recycling capabilities.
Cautionary Statement Regarding Forward-Looking Statements
All statements in this communication other than statements of historical facts are forward-looking statements which contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as “could,” “believe,” “anticipate,” “expect,” “intend,” “project,” “will,” “estimates,” “preliminary,” “forecast” and other similar expressions. Examples of forward-looking statements include, but are not limited to, statements regarding the proposed offering of Class A common stock and the use of proceeds therefrom. Although we believe that the expectations reflected, and the assumptions or bases underlying our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause our actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include the risks and other factors discussed or referenced in the “Risk Factors” section of our most recent Annual Report on Form 10-K and those set forth from time to time in our other filings with the SEC. Investors should not place undue reliance on our forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.
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Filing Exhibits & Attachments
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