Select Water (NYSE: WTTR) prices $175M Class A public share sale
Rhea-AI Filing Summary
Select Water Solutions, Inc. is raising capital through an underwritten public offering of $175.0 million of its Class A common stock. The company priced 13,725,491 shares at $12.75 per share and granted underwriters a 30-day option to buy up to an additional $26.25 million of shares.
Select Water expects net proceeds of approximately $166.6 million. It plans to use the proceeds to purchase 13,725,491 SES Holdings LLC units (or 15,784,315 units if the option is fully exercised), with SES Holdings LLC using the funds for general corporate purposes, including water infrastructure growth projects, potential acquisitions and repayment of its sustainability-linked credit facility.
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Insights
Select Water launches $175M primary stock raise.
Select Water Solutions is executing a fully underwritten public offering of $175.0 million of Class A common stock, with a 30-day underwriter option for up to an additional $26.25 million. The transaction is made off an automatically effective Form S-3 shelf.
Estimated net proceeds of about
This structure channels capital from public investors into the operating platform while maintaining a one-to-one ratio between Class A shares and SES Holdings LLC units. Actual dilution and balance sheet impact depend on final closing size and whether underwriters fully exercise their 30-day option.
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
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| Item 7.01 | Regulation FD Disclosure |
On February 19, 2026, Select Water Solutions, Inc. (the “Company”) announced the pricing of an underwritten public offering of $175.0 million of its Class A common stock, par value $0.01 per share, pursuant to a registration statement on Form S-3 (File No. 333-293586) (the “Registration Statement”) filed previously with the U.S. Securities and Exchange Commission (the “Commission”) that became automatically effective upon filing on February 19, 2026, including the prospectus forming a part of the Registration Statement, and a preliminary prospectus supplement, which was filed with the Commission on February 19, 2026. Pursuant to the Underwriting Agreement (as defined below), the Company granted the Underwriters (as defined below) a 30-day option to purchase up to $26.25 million of additional shares of Class A Common Stock at the public offering price.
A copy of the press release announcing the pricing of the Offering (as defined below) is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In addition, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific referencing in such filing.
| Item 8.01 | Other Events |
On February 19, 2026, the Company and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, $175.0 million of its Class A common stock (the “Offering”) at the public offering price less underwriting discounts and commissions.
The material terms of the Offering are described in the prospectus supplement, dated February 19, 2026 (the “Prospectus”), to be filed by the Company with the Commission on or around February 23, 2026, pursuant to Rule 424(b) under the Securities Act.
As described in the Prospectus, the Company expects to receive net proceeds from the Offering of approximately $166.6 million and intends to use the net proceeds of the Offering (including any proceeds from the exercise of the underwriters’ option to purchase additional shares) to purchase 13,725,491 common units of SES Holdings LLC (“SES Holdings LLC Units”) (or 15,784,315 SES Holdings LLC Units if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) from SES Holdings LLC at a price per SES Holdings LLC Unit equal to the per share price of Class A Common Stock in the Offering, less the underwriting discounts and commissions. The Company intends to cause SES Holdings LLC to use the net proceeds it receives from us in connection with the Offering for general corporate purposes, including water infrastructure growth capital projects, potential acquisitions or debt repayment under our sustainability-linked credit facility. If the underwriters exercise their option to purchase additional shares of Class A Common Stock, the Company will use the additional net proceeds to purchase additional SES Holdings LLC Units from SES Holdings LLC to maintain the one- to-one ratio between the number of shares of Class A Common Stock issued by the Company and the number of SES Holdings LLC Units.
Further, pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts, up to $26.25 million of additional shares of Class A Common Stock (the “Option”) and has agreed not to sell, transfer or otherwise dispose of any shares of Common Stock for a period beginning from the date of the Underwriting Agreement and ending 60 days after the date of the Underwriting Agreement without first obtaining the written consent of J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the Underwriters, subject to certain exceptions.
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The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
A copy of the legal opinion of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| EXHIBIT | DESCRIPTION | |
| 1.1# | Underwriting Agreement, dated as of February 19, 2026, by and among Select Water Solutions, Inc. and the several underwriters named in Schedule I thereto. | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. | |
| 23.1 | Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). | |
| 99.1 | Press Release, dated February 19, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. |
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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.
Date: February 23, 2026
| SELECT WATER SOLUTIONS, INC. | ||
| By: | /s/ Christopher K. George | |
| Christopher K. George | ||
| Executive Vice President and Chief Financial Officer | ||
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Exhibit 99.1
 |
News Release | |
| Contacts: | Select Water Solutions, Inc. | |
| Garrett Williams – VP, Corporate Finance & Investor Relations | ||
| (713) 296-1010 | ||
| IR@selectwater.com | ||
| Dennard Lascar Investor Relations | ||
| Ken Dennard / Natalie Hairston | ||
| (713) 529-6600 | ||
| WTTR@dennardlascar.com | ||
Select Water Solutions Announces Pricing of 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 pricing of an underwritten public offering of 13,725,491 shares of its Class A common stock, par value $0.01 per share (“Class A Common Stock”), at a price to the public of $12.75 per share, 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 has granted the underwriters a 30-day option to purchase up to 2,058,824 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. Citigroup, Piper Sandler and Raymond James are serving as joint book-running managers, and Johnson Rice & Company, MUFG, Northland Capital Markets, Roth Capital Partners, Seaport Global Securities, and Texas Capital Securities are serving as Co-Managers for the offering. The offering is expected to close on February 23, 2026, subject to customary closing conditions.
The offering is being made only by means of a prospectus and a final prospectus supplement that meet the requirements under the Securities Act of 1933, as amended. Copies of the final prospectus supplement and accompanying base prospectus relating 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 Registration Statement was filed on February 19, 2026 and became effective upon filing. The Registration Statement may be obtained free of charge at the SEC’s website at www.sec.gov under “Select Water Solutions, Inc.” 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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FAQ
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Filing Exhibits & Attachments
6 documents