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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
February 25, 2026
Select
Water Solutions, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38066 |
|
26-3685382 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
1820 North I-35
Gainesville, Texas |
76240 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (940)
668-1818
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 |
| Class
A Common Stock, par value $0.01 per share |
|
WTTR |
|
New
York Stock Exchange
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. ¨
As previously disclosed in the Current Report
on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2026, Select Water
Solutions, Inc. (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,
dated February 19, 2026 (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,
with 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”).
On February 23, 2026, the Underwriters exercised
the Option in full, and the closing of the issuance and sale of the Option shares occurred on February 25, 2026. The issuance by
the Company of the Option shares at a price of $12.75 per share resulted in additional gross proceeds of approximately $26.25 million,
bringing the aggregate gross proceeds of the Offering to approximately $201.25 million.
The material terms of the Offering are described
in the prospectus supplement, dated February 19, 2026 (the “Prospectus”), filed by the Company with the Commission on
February 23, 2026, pursuant to Rule 424(b) under the Securities Act.
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 |
| 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). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 25, 2026
| SELECT
WATER SOLUTIONS, INC. |
|
| |
|
| |
|
| By: |
/s/
Christopher K. George |
|
| |
Christopher K. George |
|
| |
Executive Vice President and
Chief Financial Officer |
|
