Select Water Solutions plans $800M notes due 2034

Pilot Water reported $3.409 million of net income for the six months ended June 30, 2026, versus $12.584 million in 2025.

Rhea-AI Filing Summary

Select Water Solutions, Inc. (WTTR) announced that its subsidiary Select Water Holdings LLC intends to privately offer $800 million aggregate principal amount of Senior Notes due 2034, subject to market conditions. Separately, Select LLC agreed to acquire all outstanding membership interests in Pilot Water for $600 million cash, $100 million in Select Water Solutions Class A common stock and a $15 million contingent payment tied to operational milestones. Closing is expected in the fourth quarter of 2026, subject to customary conditions and regulatory approvals.

The notes offering is not contingent on the acquisition. If the acquisition is not completed by March 1, 2027 (or a later agreed outside date), or the issuer tells the trustee before then that the agreement was terminated or it will not pursue closing, it must redeem notes equal to the principal issued less $450 million, at 100% of issue price plus accrued interest. A new $500 million senior secured revolving facility, including a $50 million letter-of-credit sublimit, becomes available after conditions are satisfied or waived, including acquisition closing. As of June 30, 2026, pro forma total debt was approximately $874.9 million; pro forma secured debt was $74.9 million, with $418.4 million of additional borrowing capacity under the new facility.

Positive

• Minor pointPilot Water: more than 80% of annual revenue supported by long-term contracts.

Negative

• Minor pointPilot Water six-month net income: $3.409 million (2026) vs $12.584 million (2025).

8-K Event Classification

5 items: 1.01, 2.02, 7.01, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Notes offering principal amount: $800 million New senior secured revolving credit facility: $500 million Cash acquisition consideration: $600 million +5 more

8 metrics

Notes offering principal amount $800 million Senior Notes due 2034; intended offering subject to market conditions

New senior secured revolving credit facility $500 million Becomes effective and available after specified conditions are satisfied or waived

Cash acquisition consideration $600 million Pilot Water acquisition agreement

Class A common stock acquisition consideration $100 million Pilot Water acquisition agreement

Contingent acquisition payment $15 million Payable upon satisfaction of specified operational milestones

Pro forma total debt Approximately $874.9 million As of June 30, 2026, after giving effect to the Pilot Water acquisition and related financing transactions

Additional borrowing capacity $418.4 million Under the New Revolving Credit Facility on a pro forma basis as of June 30, 2026

Pilot Water net income $3.409 million vs $12.584 million Six months ended June 30, 2026 and 2025, respectively

Key Terms

special mandatory redemption, Term SOFR Rate, net total leverage ratio, minimum volume commitments (MVC)

4 terms

special mandatory redemption financial

"the special mandatory redemption under the indenture governing the Notes"

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

Term SOFR Rate financial

"at the Term SOFR Rate plus a margin"

Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.

net total leverage ratio financial

"maintain a net total leverage ratio of not more than 4.25 to 1.00"

minimum volume commitments (MVC) financial

"including approximately 480,000 barrels per day of MVCs"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Select Water Solutions’ planned notes offering?

Select Water Holdings intends to offer $800 million aggregate principal amount of Senior Notes due 2034, subject to market conditions. The private placement is intended for eligible purchasers under Rule 144A and Regulation S.

What is Select Water Solutions paying for Pilot Water?

The agreement provides for $600 million cash and $100 million in Select Water Solutions Class A common stock at closing, plus a $15 million contingent payment upon specified operational milestones. The acquisition is expected to close in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals.

Can Select Water Holdings increase its new revolving credit facility?

Select Holdings may request up to $250.0 million of additional commitments after the facility’s Effective Date, subject to conditions, including the provision of commitments by existing or additional lenders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/13/2026 - 07:41 AM EDT Accepted by SEC EDGAR 10/13/2026 - 07:40 AM EDT Learn about SEC filing dates

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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): October 13, 2026

Select Water Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38066		81-4561945
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1820 North I-35
Gainesville, TX 76240

(address of principal executive offices) (zip code)

(940) 668-1818

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication 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, $0.01 par value		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Introductory Note

On September 24, 2026, Select Water Solutions, LLC (“Select LLC”), a subsidiary of Select Water Solutions, Inc. (“Select” or the “Company”), entered into a Membership Interest Purchase Agreement (the “Pilot Water Acquisition Agreement”), dated September 24, 2026, by and among Select LLC, Pilot OFS Holdings LLC (“Pilot OFS”), Minerva Infrastructure IA LLC and, for the limited purposes therein, Pilot Travel Centers LLC, pursuant to which Select LLC agreed to acquire all of the outstanding membership interests in Pilot Water Solutions LLC (together with its subsidiaries, “Pilot Water,” and such acquisition, the “Pilot Water Acquisition”).

Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2026, Select Water Holdings LLC (“Select Holdings”), an indirect subsidiary of the Company, executed a Credit Agreement (the “New Credit Agreement”), among Select Holdings, as borrower, SES Holdings, LLC (“SES Holdings”), as parent, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and issuing banks party thereto from time to time.

The New Credit Agreement provides for a senior secured revolving credit facility of up to $500.0 million (the “New Revolving Credit Facility”), including a $50.0 million letter of credit sublimit, which will become effective and available upon the satisfaction or waiver of certain conditions specified in the New Credit Agreement, including the consummation of the Pilot Water Acquisition (the date of such satisfaction or waiver, the “Effective Date”). If the Effective Date does not occur by the date specified in the New Credit Agreement, the commitments will terminate.

The New Revolving Credit Facility will mature on the earlier of (i) the fifth anniversary of the date on which it becomes effective and (ii) to the extent that more than $50 million aggregate principal amount (or available undrawn commitments) of any indebtedness for borrowed money or permitted refinancing indebtedness in respect thereof is outstanding on such date, the date that is ninety-one (91) days prior to the stated maturity of such material indebtedness for borrowed money or such permitted refinancing indebtedness. Proceeds may be used to finance a portion of the Pilot Water Acquisition and pay fees and expenses related thereto, to refinance existing indebtedness, to fund acquisitions and other growth projects, for working capital, for capital expenditures, and for general corporate purposes. Select Holdings may request up to $250.0 million of additional commitments after the Effective Date, subject to certain conditions, including the provision of such commitments by existing or additional lenders.

Borrowings bear interest, at Select Holdings’ option, at the Term SOFR Rate (as defined in the New Credit Agreement) plus a margin ranging from 2.25% to 3.25% or the Alternate Base Rate (as defined in the New Credit Agreement) plus a margin ranging from 1.25% to 2.25%, in each case based on Select Holdings’ net total leverage ratio.

The obligations under the New Credit Agreement are guaranteed by Select Holdings’ material wholly owned domestic subsidiaries (including, as of the Effective Date, Pilot Water) and are secured by substantially all of the personal property and certain material real property of Select Holdings and the guarantors, subject to certain exclusions, and by a pledge by SES Holdings of its equity interests in Select Holdings.

The New Credit Agreement contains restrictions on the ability of Select Holdings and its restricted subsidiaries to make distributions on, or redeem or repurchase their equity interests, or to prepay or redeem certain unsecured or subordinated indebtedness, including the Notes offered in the Notes Offering (as defined below), prior to scheduled maturity, subject to certain exceptions, including that, such transactions are permitted so long as (i) no default or event of default exists or would result therefrom, (ii) the pro forma net total leverage ratio of Select Holdings is not more than 3.50 to 1.00 and (iii) after giving effect to such transaction, Select Holdings has liquidity of not less than 15% of the aggregate revolving credit commitments. In addition, so long as no payment event of default or bankruptcy or insolvency event of default with respect to Select Holdings exists or would result therefrom, Select Holdings is permitted to pay dividends in an aggregate amount up to $15.0 million per fiscal quarter.

2

The New Credit Agreement also requires Select Holdings to maintain (i) a net total leverage ratio of not more than 4.25 to 1.00 (which may be increased to 4.50 to 1.00 for the fiscal quarter in which certain material acquisitions are consummated and the two immediately subsequent fiscal quarters), (ii) a net senior secured leverage ratio of not more than 2.50 to 1.00 and (iii) an interest coverage ratio of not less than 2.50 to 1.00, in each case, tested quarterly.

The New Credit Agreement contains certain customary representations and warranties, affirmative covenants and additional negative covenants and events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the New Credit Agreement to be immediately due and payable and terminate all outstanding commitments thereunder; provided that, in the case of certain bankruptcy or insolvency events, such acceleration and termination will occur automatically.

The foregoing description of the New Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On October 13, 2026, in connection with the Notes Offering (as defined below), the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below in Item 8.01 and are incorporated into this Item 2.02 by reference.

This Current Report on Form 8-K provides (i) unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2025 and the six months ended June 30, 2026, giving effect to the Pilot Water Acquisition (including the issuance of shares of the Company’s common stock as a portion of the consideration therefor) and the related financing transactions, including the Notes Offering, borrowings under the New Revolving Credit Facility, the repayment of the Company’s existing term loan and revolving credit facility indebtedness and the repayment of the existing indebtedness of Pilot Water (collectively, the “Pro Forma Transactions”), as if the Pro Forma Transactions had been consummated on January 1, 2025 and (ii) an unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, giving effect to the Pro Forma Transactions as if they had been consummated on June 30, 2026, as described in Item 8.01 below and incorporated into this Item 2.02 by reference. The pro forma financial statements are being provided for purposes of the Notes Offering.

The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

On October 13, 2026, Select Holdings issued a press release announcing that, subject to market conditions, Select Holdings intends to offer (the “Notes Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act to eligible purchasers $800 million aggregate principal amount of Senior Notes due 2034 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

3

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any security, including the Notes.

In addition, the information contained in Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

Pilot Water Financial Statements

This Current Report on Form 8-K provides the Unaudited Condensed Consolidated Financial Statements of Pilot Water as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025 and accompanying notes thereto, attached as Exhibit 99.2 hereto.

This Current Report on Form 8-K also provides the historical audited consolidated financial statements of Pilot Water as of and for the years ended December 31, 2025 and 2024, and the related notes to the consolidated financial statements, attached as Exhibit 99.3 hereto.

Unaudited Pro Forma Financial Statements

This Current Report on Form 8-K provides the following unaudited pro forma condensed combined financial statements of the Company, giving effect to the Pro Forma Transactions, attached as Exhibit 99.4 hereto:

	·	Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025;
	·	Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026;
	·	Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026; and
	·	Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

Limited Consent under Existing Credit Facility

On October 13, 2026, SES Holdings, Select Holdings and Select LLC entered into a limited consent with the requisite lenders under the existing senior secured credit facility, dated as of January 24, 2025, by and among SES Holdings, as parent, Select LLC, as borrower, certain subsidiaries of SES Holdings as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent, issuing lender and swingline lender (the “Existing Credit Facility”), to permit, among other things, (i) the contribution by SES Holdings of substantially all of its assets, including its equity interests in its subsidiaries other than Select Holdings, to Select Holdings and the substitution of Select Holdings for SES Holdings as “Parent” under the Existing Credit Facility, upon which SES Holdings will be released as a guarantor and its assets will be released from the liens securing the Existing Credit Facility, (ii) the issuance of the Notes and the guarantees thereof, subject to, among other things, the absence of any payment or bankruptcy event of default under the Existing Credit Facility at the time of issuance, the repayment in full of the term loans under the Existing Credit Facility within one business day of the issue date of the Notes and the maximum leverage ratio under the Existing Credit Facility not exceeding 5.00 to 1.00 on a pro forma basis, and (iii) the special mandatory redemption under the indenture governing the Notes, but only so long as, at the time thereof, no payment or bankruptcy event of default has occurred and is continuing under the Existing Credit Facility and, after giving effect thereto, availability under the Existing Credit Facility is not less than the greater of (x) 15% of the borrowing limit under the Existing Credit Facility and (y) $20.25 million.

4

The Notes Offering

On October 13, 2026, in connection with the Notes Offering, the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below.

*****************************************************

Our in-service and under construction systems in New Mexico in Eddy and Lea counties include approximately 1.7 million barrels per day of fixed recycling capacity (of which approximately 1.5 million barrels per day is currently active), more than 500 miles of pipeline, and 37.2 million barrels of storage capacity across more than 1.9 million acres under dedication or ROFR dedication.

*****************************************************

Pilot Water is a leading water midstream company with a core position in the Delaware Basin and approximately 2.7 million barrels per day of active permitted disposal capacity, approximately 0.8 million barrels per day of undeveloped permitted disposal capacity and more than 700 miles of pipeline infrastructure. Pilot Water’s revenues are supported by an attractive contract portfolio, with more than 80% of its annual revenue supported by long-term contracts with an average tenor of more than six years, including approximately 480,000 barrels per day of MVCs and 306,000 dedicated acres.

*****************************************************

As of October 9, 2026, we had $228.75 million outstanding under the Existing Credit Facility, consisting of $218.75 million outstanding under the term loans and $10 million outstanding under the revolving loans under the Existing Credit Facility, with a weighted average interest rate of 6.95%. The Existing Credit Facility matures on January 24, 2030.

*****************************************************

As of June 30, 2026, we had approximately $874.9 million of total debt outstanding on a pro forma basis after giving effect to the Pilot Water Acquisition, the New Revolving Credit Facility and borrowings thereunder, the issuance of the notes and the use of proceeds therefrom.

*****************************************************.

As of June 30, 2026, on a pro forma basis after giving effect to the Pilot Water Acquisition, the New Revolving Credit Facility, the issuance of the notes and the use of proceeds therefrom, we would have had $74.9 million of secured indebtedness outstanding and approximately $418.4 million of additional borrowing capacity under the New Revolving Credit Facility.

*****************************************************

Risks related to the Pilot Water Acquisition

5

We may not consummate the Pilot Water Acquisition on the terms currently contemplated or at all.

On September 24, 2026, Select LLC entered into the Pilot Water Acquisition Agreement, pursuant to which Select LLC intends to acquire all of the outstanding membership interests in Pilot Water. Select may not consummate the Pilot Water Acquisition, which is subject to the satisfaction of customary closing conditions. Many of the conditions to completion of the Pilot Water Acquisition are not within Select’s or the sellers’ control, and Select cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the Outside Date, it is possible that the Pilot Water Acquisition may be terminated. In addition, if the Pilot Water Acquisition Agreement is terminated in certain circumstances involving specified breaches by Select LLC, Select LLC may be required to pay the sellers an aggregate termination fee of $35 million. Accordingly, there can be no assurance that the Pilot Water Acquisition will be completed in the anticipated time frame, or at all, or that the anticipated benefits of the Pilot Water Acquisition will be realized.

Although Select has agreed with Pilot OFS to use reasonable best efforts, subject to certain limitations, to promptly complete the Pilot Water Acquisition, these and other conditions to the completion of the Pilot Water Acquisition may fail to be satisfied. In addition, satisfying the conditions to and completion of the Pilot Water Acquisition may take longer, could cost more and could require additional borrowings than Select currently expects. There can be no assurance that such conditions will be satisfied or that the Pilot Water Acquisition will be consummated on the terms currently contemplated or at all. If additional borrowings are required to consummate the Pilot Water Acquisition, our total debt and leverage will be greater than currently anticipated or as otherwise described herein, and, if funded with additional borrowings under our New Revolving Credit Facility, our availability under the New Revolving Credit Facility will be reduced by a corresponding amount.

The Pilot Water Acquisition is subject to a number of conditions to the obligations of Select and the sellers to complete such acquisition, which, if not fulfilled, or not fulfilled in a timely manner, may result in termination of the Pilot Water Acquisition Agreement.

The Pilot Water Acquisition Agreement contains a number of conditions to the consummation of the Pilot Water Acquisition, including, among others:

·         the affirmative approval of antitrust and competition authorities or expiration or termination of the applicable waiting periods in certain specified jurisdictions;

·         the absence of orders or injunctions that prohibit the consummation of the acquisition; and

·         subject to certain exceptions, the accuracy of representations and warranties with respect to Select’s ability to consummate the transactions contemplated by the Pilot Water Acquisition Agreement, the businesses of the relevant sellers, including, with respect to the sellers, the absence since the date of the Pilot Water Acquisition Agreement, of any event or condition that has had or would reasonably be expected to have a material adverse effect on the business, and compliance by Select and the sellers with their respective covenants contained in the Pilot Water Acquisition Agreement.

If any of these conditions are not satisfied or waived prior to the Outside Date (as defined in the Pilot Water Acquisition Agreement), it is possible that the Pilot Water Acquisition Agreement may be terminated. Any delay in completing the Pilot Water Acquisition may adversely affect the cost savings and other benefits that we expect to achieve if the Pilot Water Acquisition and the integration of the parties’ respective businesses are completed within the expected timeframe.

6

The New Revolving Credit Facility will not be available until the Pilot Water Acquisition is consummated.

The New Revolving Credit Facility will become effective only when certain conditions are satisfied or waived, including the consummation of the Pilot Water Acquisition. Until then, our liquidity will depend on the Existing Revolver and cash on hand. If the Pilot Water Acquisition is not consummated, the commitments under the New Revolving Credit Facility will terminate.

We will incur significant transaction costs in connection with the Pilot Water Acquisition.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with the Pilot Water Acquisition, combining the operations of Pilot Water with ours and realizing the expected benefits. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors. These costs, as well as other unanticipated costs and expenses, could have a material adverse effect on our business, financial condition, operating results and prospects, and we will bear many of these costs even if the Pilot Water Acquisition is not consummated. Although we expect that the elimination of duplicative costs, as well as the realization of expected benefits, related to the integration of Pilot Water’s assets should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all.

We may be required to make significant additional cash payments to the sellers of Pilot Water after the closing of the Pilot Water Acquisition.

In addition to the cash and equity consideration payable at closing, the Pilot Water Acquisition Agreement requires us to make a $15 million contingent payment upon the satisfaction of certain operational milestones. In addition, if the 30-day volume-weighted average price of our Class A common stock as of the trading day immediately preceding the six-month anniversary of the closing date is less than the Closing Share Price (as defined in the Pilot Water Acquisition Agreement), we will be required to make a cash true-up payment to Pilot OFS equal to the shortfall multiplied by the number of shares of Class A common stock delivered to Pilot OFS at closing, less certain dividends. The amount of any true-up payment will depend on the trading price of our Class A common stock, which is outside our control, and is not capped. Any such payments would reduce the cash available to us to service our indebtedness, including the notes, and could require us to incur additional borrowings.

The pendency of the Pilot Water Acquisition could adversely affect our business, results of operations and financial condition.

The pendency of the Pilot Water Acquisition could cause disruptions in Select’s business, which could have an adverse effect on Select’s business, results of operations and financial condition. In particular, the attention of Select’s management may be directed towards the Pilot Water Acquisition, including obtaining required approvals and other transaction-related considerations and may be diverted from the day-to-day business operations of Select, and matters related to the Pilot Water Acquisition may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Select. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of Select even after the Pilot Water Acquisition is consummated.

7

Our actual operating results, costs and activities could differ materially from the guidance we have released in connection with the Pilot Water Acquisition.

In connection with our announcement of the Pilot Water Acquisition, we released certain forecasted operating results, costs and activities, including, without limitation, future expected financial and operating metrics. This forward-looking guidance is based upon a number of assumptions that are inherently uncertain and is subject to numerous business, economic, competitive, financial and regulatory risks, including the risks described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in our most recent Annual Report on Form 10-K. Many of these risks and uncertainties are beyond our control. If any of these risks and uncertainties actually occur or the assumptions underlying our guidance are incorrect, our actual operating results, costs and activities may be materially and adversely different from our guidance. In addition, investors should also recognize that the reliability of any guidance diminishes the farther in the future that the data is forecast. In light of the foregoing, investors are urged to put our guidance in context and not to place undue reliance upon it.

We may not be able to successfully integrate Pilot Water or realize the anticipated benefits and cost synergies of the Pilot Water Acquisition.

The success of the Pilot Water Acquisition will depend, in part, on our ability to integrate Pilot Water’s operations, systems and employees into our existing Water Infrastructure network and to realize the anticipated operational benefits and cost savings. Integration may be more difficult, costly or time-consuming than we expect. We may lose key employees, customers or suppliers of Pilot Water. We may not achieve the anticipated synergies within the expected timeframe or at all. Any failure to integrate Pilot Water successfully could adversely affect our results of operations and cash flows, including the cash available to service the notes.

The amounts of anticipated operational benefits and cost savings are forward-looking statements within the meaning of applicable securities laws, and are based on our current estimates, but they involve risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to be materially different from those described herein. Assumptions relating to the plans and amounts related thereto involve subjective decisions and judgments with respect to, among other things, the estimated impact of certain operational adjustments, including marketing efficiency, labor management, material input cost fluctuations, transition costs and other cost and savings adjustments, as well as future economic, competitive, industry and market conditions and future business decisions, all of which are inherently uncertain and may be beyond the control of our management. Although our management believes these estimates and assumptions to be reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the estimates described herein will prove to be accurate or that the objectives and plans expressed will be achieved. Neither our independent auditor nor any other independent accountant has examined, compiled or performed any procedures with respect to these amounts, nor have they expressed any opinion, or any other form of assurance, on such information or their achievability, and assume no responsibility for, and disclaim any association with, the information.

Pilot Water’s expected growth depends significantly on a single new contract and on the continued performance of its customers.

Pilot Water’s expected growth in produced water volumes and Adjusted EBITDA from 2026 to 2027 is primarily attributable to a new 175,000 barrel per day MVC-based contract. If that contract is delayed, does not perform as expected or is terminated, or if the counterparty fails to meet its commitments, Pilot Water’s results may fall materially short of the expected levels. More generally, a significant portion of Pilot Water’s revenues depends on long-term contracts with a limited number of customers. The loss of, or a material reduction in volumes from, any significant customer could adversely affect our results of operations.

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8

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance and results of operations. Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. We define EBITDA as net income, plus interest expense, income taxes, and depreciation, amortization and accretion. We define Adjusted EBITDA as EBITDA plus any impairment and abandonment charges or asset write offs pursuant to U.S. Generally Accepted Accounting Principles (“GAAP”), plus non-cash losses on the sale of assets or subsidiaries less remeasurement gains on fixed assets related to business combinations, non-cash compensation expense, ROU adjustments, hedge losses and non-recurring or unusual expenses or charges, including severance expenses, transaction costs, or facilities related exit and disposal related expenditures, plus/(minus) foreign currency losses/(gains), plus/(minus) losses/(earnings) on unconsolidated entities and plus tax receivable agreements expense.

The following table sets forth our reconciliation of EBITDA and Adjusted EBITDA to our net income, which is the most directly comparable GAAP measure for the periods presented:

		Pro Forma
		Six Months Ended June  30, 2026				Year Ended December 31, 2025
Net income		$	24,847			$	658
Interest expense, net			32,710				77,145
Income tax expense (benefit)			8,109				(3,304	)
Depreciation, amortization and accretion			122,877				234,977
EBITDA			188,543				309,476
Non-cash compensation expenses(1)			14,396				19,875
Non-cash loss on sale of assets or subsidiaries			120				1,772
Transaction costs			1,036				14,576
Lease abandonment costs			(197	)			734
Impairments and abandonments			8,793				37,506
Equity in losses of unconsolidated entities			860				4,892
Tax receivable agreements expense			—				4,995
Non-recurring severance expenses			1,441				1,673
Remeasurement gain on business combination			—				(14,924	)
ROU adjustment			1,435				2,648
Hedge loss, realized			1,221				—
Other			4,619				(12,173	)
Adjusted EBITDA		$	222,267			$	371,050

(1) Six months ended June 30, 2026 includes $0.2 million of other cash incentive compensation.

Item 9.01. Financial Statements and Exhibits.

(a)    Financial Statements of Business Acquired

The following historical financial statements of Pilot Water, attached as Exhibit 99.2 and Exhibit 99.3, respectively, hereto:

· Unaudited Condensed Consolidated Financial Statements of Pilot Water as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025 and accompanying notes thereto; and

· Audited Consolidated Financial Statements of Pilot Water as of and for the years ended December 31, 2025 and 2024 and accompanying notes thereto.

(b) Pro Forma Financial Information

9

The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Pro Forma Transactions, attached as Exhibit 99.4 hereto:

· Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025;

· Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026;

· Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026; and

· Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(d) Exhibits.

Exhibit No.		Description
10.1#		Credit Agreement, dated as of October 13, 2026, by and among Select Water Holdings LLC, as borrower, SES Holdings, LLC, as parent, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
23.1		Consent of Deloitte & Touche LLP, independent auditor for Pilot Water.
99.1		Press Release Announcing the Notes Offering, dated October 13, 2026.
99.2		Unaudited Condensed Consolidated Financial Statements of Pilot Water Solutions LLC and its subsidiaries as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025.
99.3		Audited Consolidated Financial Statements of Pilot Water Solutions LLC and its subsidiaries as of and for the years ended December 31, 2025 and 2024.
99.4		Unaudited Pro Forma Condensed Combined Financial Statements of the Company, giving effect to the Pro Forma Transactions.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

#             Schedules and exhibits have been omitted pursuant to item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

10

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: October 13, 2026
	By:	/s/ Christopher K. George
	Name:	Christopher K. George
	Title:	Executive Vice President and Chief Financial Officer

Exhibit 99.1

  News Release

	Contacts:	Select Water Solutions
		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, Inc. Announces Offering of $800 Million of Senior Notes Due 2034

Gainesville, TX – October 13, 2026 – Select Water Solutions, Inc. (NYSE: WTTR) (“Select,” “we” or “our”) announced today that, subject to market conditions, its subsidiary Select Water Holdings LLC (the “Issuer”) intends to offer (the “Notes Offering”) for sale pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers, $800 million aggregate principal amount of Senior Notes due 2034 (the “Notes”). The Notes will be guaranteed, jointly and severally, on a senior unsecured basis by the Issuer’s existing subsidiaries that are borrowers or guarantors under its revolving credit facility and future restricted subsidiaries that guarantee certain indebtedness of the Issuer or a guarantor under any credit facility.

The Issuer intends to use the net proceeds from this offering, together with cash on hand and borrowings under its new revolving credit facility, (i) to fund a portion of the cash consideration for the previously announced acquisition of Pilot Water Solutions LLC (“Pilot Water” and such acquisition, the “Pilot Water Acquisition”), (ii) to repay the outstanding obligations under our term loan facility in full and repay any outstanding loans (together with accrued and unpaid interest thereon) under our existing revolving credit facility, (iii) to pay the fees, premiums, expenses and costs incurred in connection with the foregoing and the transactions related thereto and (iv) for general corporate purposes and working capital. This offering is not contingent on the consummation of the Pilot Water Acquisition.

If (i) the Pilot Water Acquisition has not been completed on or prior to March 1, 2027 (or such later date as the outside date under the Pilot Water Acquisition agreement shall be extended by agreement of the parties thereto) (the “Outside Date”), or (ii) prior to the Outside Date, the Issuer notifies U.S. Bank Trust Company, National Association, the trustee of the Notes, that the Pilot Water Acquisition agreement has been terminated without the closing thereunder or that the Issuer will not pursue the consummation of the Pilot Water Acquisition, the Issuer will be required to redeem an aggregate principal amount of Notes equal to the principal amount of Notes issued in this offering less $450 million, at a redemption price equal to 100% of the issue price of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and, unless so registered, the Notes and the guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside of the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

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 Select’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 about the Pilot Water Acquisition and statements regarding the Notes Offering 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 Securities and Exchange Commission. 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.

No Offer or Solicitation

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

###

2

Exhibit 99.2

 

PILOT WATER SOLUTIONS LLC AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements

As of June 30, 2026 and December 31, 2025, and for the Six Months Ended June 30, 2026 and 2025

PILOT WATER SOLUTIONS LLC AND SUBSIDIARIES

Table of Contents

	Page(s)
Unaudited Condensed Consolidated Balance Sheets	1
Unaudited Condensed Consolidated Statements of Operations	2
Unaudited Condensed Consolidated Statements of Changes in Members’ Equity	3
Unaudited Condensed Consolidated Statements of Cash Flows	4
Notes to the Unaudited Condensed Consolidated Financial Statements	5-13

Pilot Water Solutions LLC and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

		June 30, 2026				December 31, 2025
Assets
Current assets:
Cash		$	46,588			$	59,295
Accounts receivables, net			49,807				48,036
Other receivables			5,340				3,357
Prepaid expenses and other current assets			10,196				8,859
Total current assets			111,931				119,547
Property, plant, and equipment, net			661,512				621,828
Goodwill			29,469				29,469
Intangible assets, net			66,832				69,342
Right-of-use asset			17,243				17,924
Other assets			681				767
Total assets		$	887,668			$	858,877
Liabilities and Members’ Equity
Current liabilities:
Accounts payable		$	15,104			$	8,220
Accrued expenses and other current liabilities			59,601				41,288
Due to related parties			1,658				105
Total current liabilities			76,363				49,613
Asset retirement obligations			23,719				24,446
Operating lease liabilities			6,230				7,211
Revolving line of credit payable to related parties			428,511				428,161
Total liabilities			534,823				509,431
Members’ equity:
Paid-in capital			346,523				346,523
Retained earnings			5,341				1,836
Total members’ equity attributable to PWS			351,864				348,360
Noncontrolling interest			981				1,087
Total liabilities and members’ equity		$	887,668			$	858,877

1

Pilot Water Solutions LLC and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(in thousands)

		Six months ended June 30,
		2026				2025
Revenue		$	133,882			$	130,200
Cost and operating expenses:
Direct operating cost			73,236				70,472
Depreciation, amortization and accretion			23,981				23,351
Impairment of property, plant, and equipment			2,846				43
General and administrative			16,350				10,019
Total cost and expenses			116,413				103,885
Operating income			17,469				26,315
Other (income) expenses:
Related party interest expense			14,847				16,293
Other income			(787	)			(2,562	)
Total other expenses			14,060				13,731
Net income before income taxes			3,409				12,584
Income tax expense			—				—
Net income			3,409				12,584
Net (loss) attributable to noncontrolling interests			(96	)			(50	)
Net income attributable to PWS		$	3,505			$	12,634

2

Pilot Water Solutions LLC and Subsidiaries

Unaudited Condensed Consolidated Statement of Changes in Members’ Equity

(in thousands)

				Members’ equity				Retained earnings				Noncontrolling interest				Total
Balances at January 1, 2025				$	346,523			$	(10,556	)		$	1,345			$337,312
		Distributions			—				—				(61	)		(61)
		Net income (loss)			—				12,634				(50	)		12,584
Balances at June 30, 2025				$	346,523			$	2,078			$	1,234			$349,835

				Members’ equity				Retained earnings				Noncontrolling interest				Total
Balances at January 1, 2026				$	346,523			$	1,836			$	1,087			$349,447
		Distributions			—				—				(10	)		(10)
		Net income (loss)			—				3,505				(96	)		3,409
Balances at June 30, 2026				$	346,523			$	5,341			$	981			$352,845

3

Pilot Water Solutions LLC and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

		Six months ended June 30,
		2026				2025
Cash flows from operating activities:
Net income		$	3,409			$	12,584
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			23,302				22,710
Non-cash interest expense			1,641				1,564
Amortization of deferred financing cost			350				350
Accretion of asset retirement obligation			679				641
Loss (Gain) on disposal of property, plant and equipment			2,054				(1,539	)
Impairment of property, plant and equipment			2,846				43
Other			—				1,983
Changes in operating assets and liabilities:
Accounts receivable			(1,772	)			(7,910	)
Prepaid expenses and other current assets			(3,314	)			1,253
Other assets			(900	)			(2,179	)
Due to related parties			1,553				(161	)
Accounts payable			655				(7,037	)
Accrued expenses and other current liabilities			6,858				6,989
Net cash provided by operating activities			37,361				29,291
Cash flows from investing activities:
Purchases of property, plant and equipment			(50,839	)			(27,987	)
Proceeds from sale of property, plant and equipment			781				1,700
Net cash used in investing activities			(50,058	)			(26,287	)
Cash flows from financing activities
Distributions to noncontrolling interest			(10	)			(61	)
Net cash used by financing activities			(10	)			(61	)
Net (decrease) increase in cash			(12,707	)			2,943
Cash at beginning of period			59,295				36,030
Cash at end of period		$	46,588			$	38,973
Noncash investing activities:
Purchases of property, plant, and equipment in accounts payable and accrued expenses and other current liabilities			27,762				5,815
Right-of-use assets exchanged for operating lease liabilities			—				5,112
Supplemental disclosure of cash flow information:
Cash paid to related party for interest			14,590				21,600

4

Pilot Water Solutions LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Dollars in thousands

(1)   Business Description

Pilot Water Solutions LLC (PWS or the Company), together with its subsidiaries, is an integrated, growth-oriented company engaged in providing fundamental midstream services to oil and energy exploration companies. Services consist of fluid transportation, fluid pumping, fluid disposals, produced water recycling and fresh water supply. The Company also sells residual oil it recovers from the water and chemically treated saltwater and flowback water as recycled water.

Pilot Travel Centers LLC holds a 79.5% equity stake in PWS. The remaining 20.5% is owned by Minerva Infrastructure IA LLC (Minerva).

(2)   Summary of Significant Accounting Policies and Practices

A summary of significant accounting policies used in the preparation of the accompanying unaudited condensed consolidated financial statements is as follows:

(a)   Basis of Presentation

The unaudited condensed consolidated financial statements of the Company have been prepared pursuant to accounting principles generally accepted in the United States of America (U.S. GAAP) and have been prepared on the same basis as the Company’s audited consolidated financial statements for the year ended December 31, 2025, and, in the opinion of management, reflect all adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2026, its results of operations, changes in members’ equity and cash flows for the six months ended June 30, 2026 and 2025. All adjustments are of a normal, recurring nature.

(b)   Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of PWS, its wholly owned subsidiaries, and all subsidiaries in which PWS, either directly or indirectly, exerts control over the management of those entities. All intercompany balances and transactions have been eliminated in consolidation.

Noncontrolling interests represent interests held in individual well partnerships.

(c)   Cash

Cash includes cash on deposit. The Company’s cash is deposited with financial institutions located in the United States.

(d)   Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for credit losses for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and each customer’s financial condition, the amount and number of receivables in dispute, and the current receivables aging and current payment patterns. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis by risk profile. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

5

Pilot Water Solutions LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands

A summary of changes in the allowance for credit losses for the six months ended:

		June 30, 2026				June 30,2025
Balance at beginning of period		$	(1,527	)		$	(1,647	)
Provisions for expected credit losses			(2	)			—
Amounts written off			1,119				12
Balance at end of period		$	(410	)		$	(1,635	)

(e)   Property, Plant, and Equipment

Property, plant, and equipment additions are recorded at cost and stated at cost less accumulated depreciation. The costs of maintenance and repairs are expensed as incurred, whereas expenditures that extend the economic lives or improve the efficiency of property, plant, and equipment are capitalized. When identified as assets held for sale, depreciation is ceased for those assets. Gains or losses from dispositions are included in operating income when realized. Depreciation is computed using the straight-line method over the following estimated useful lives:

Category of property, plant, and equipment		Depreciable life
Pipelines		15–30
Disposal wells		15–30
Machinery and equipment		3–10
Leasehold improvements		3–10
Vehicles, trucks, and trailers		3–7
Furniture, fixtures, and office equipment		3–5
Buildings		15–40

(f)    Intangible Assets, including Goodwill, and Long-Lived Asset Impairment Considerations

The Company evaluates the carrying amount of definite-lived intangible assets and property, plant, and equipment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated undiscounted net future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. For the six months ended June 30, 2026 and 2025, the company recorded impairment charges of $2,846 and $43, respectively.

Intangible assets include contracts and arrangements acquired in business combinations, including favorable contracts, trade names, customer relationships, restrictive covenants, and permits. Intangible assets are amortized on a straight-line basis over their estimated economic life or remaining term of the contract.

Goodwill is evaluated for potential impairment whenever triggering events are identified and at least on an annual basis. The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. When this assessment indicates the possibility of impairment, a quantitative test is performed. The quantitative test involves estimating the fair value of the reporting unit. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the carrying amount of the reporting unit including goodwill exceeds the fair value of the reporting unit, then the Company records a goodwill impairment loss to reduce the reporting unit to its estimated fair value.

6

Pilot Water Solutions LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands

There were no impairments of definite-lived intangible assets or goodwill for the six months ended June 30, 2026 and 2025.

(g)   Asset Retirement Obligations and Environmental Obligations

Asset retirement obligations (AROs) consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with the Company’s disposal wells. The Company recognizes the fair value of a liability for an ARO in the period in which an existing legal obligation associated with the retirement can reasonably be estimated. The associated asset retirement cost is capitalized as part of the carrying value of the oil and gas asset. The asset retirement cost is recorded at estimated fair value, measured by the expected future cash outflows required to satisfy the obligation discounted at the Company’s credit-adjusted risk-free rate. Interest on the ARO is accreted over the term of the economic life of the disposal wells using the effective interest method and is recorded as depreciation, amortization and accretion in the accompanying unaudited condensed consolidated statements of operations. Subsequent adjustments in the cost estimate are reflected in the liability and the amounts continue to be amortized over the useful life of the related long-lived asset.

The Company is subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the adverse environmental effects of disposal or release of petroleum, chemical, and other substances at various sites. Expenditures that relate to existing conditions caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated.

(h)   Revenue Recognition

The Company reviews contracts with customers using the following steps to recognize revenue based on the transfer of goods or services to customers and in amounts that reflect the consideration the Company expects to receive for those goods or services. The steps include: (i) identify the contract; (ii) identify the performance obligations of the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and then (v) recognize revenue when (or as) the performance obligation is satisfied.

The Company’s contracts with customers primarily include providing water midstream services to oil and energy exploration and production companies. Services consist of produced water transportation, treatment and disposal and sourcing of fresh water. The Company also sells residual oil recovered from produced water.

The services related to water midstream services are fee-based arrangements and are based on the volume of water that flows through the Company’s systems and facilities. Revenue is recognized over time utilizing the output method based on the volume of water accepted from the customer. The performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits provided by performance of services, typically as customers’ wastewater is accepted. For contracts that involve the sale of recovered crude oil and reuse, recycled and brackish non-potable water, revenue is recognized at a point in time, based on when control of the product is transferred to the customer.

Revenue recognized over time for the six months ended June 30, 2026 and 2025, totaled $104,346 and $107,793, respectively. Revenue recognized at point in time for the six months ended June 30, 2026 and 2025, totaled $29,536 and $22,407, respectively.

Certain customer contracts contain minimum volume commitments (MVC), entitling the Company to deficiency payments if such MVCs are not delivered by the customer. The MVC amounts are based on fixed, minimum volumes (measured over monthly, quarterly or annual periods depending on the contract) at a fixed rate per barrel. Revenue is recognized from these contracts when (i) actual volumes are received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model). There are no long-term contract liabilities related to these contracts as of June 30, 2026 and December 31, 2025.

7

Pilot Water Solutions LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands

Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from sales.

Contract liabilities primarily relate to revenue agreements where the Company receives a reimbursement for infrastructure constructed on behalf of the customer, but owned by the Company, in advance of the related performance obligation being satisfied. Contract liabilities are recognized as earned over time or at a point in time based on the provisions set forth in the agreement. At June 30, 2026 and December 31, 2025, contract liabilities totaled $3,122 and $3,806,respectively. For the six months ended June 30, 2026 and 2025, revenue recognized from contract liabilities totaled $679 and $0, respectively.

(i)    Income Taxes

PWS is a limited liability company that is not subject to U.S. federal income taxes. Accordingly, the taxable income or loss resulting from the majority of PWS’ operations is ultimately included in the U.S. federal income tax returns of its equity holders. However, PWS is subject to income taxes in certain state and local jurisdictions.

(j)   Deferred Financing Costs

Debt issuance costs are presented on the unaudited condensed consolidated balance sheet as a direct reduction from the carrying amount of debt, consistent with the presentation of debt discounts. The amortization of deferred financing costs is included in interest expense in the unaudited condensed consolidated statements of operations.

(k)   Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates.

(l)   Fair Value Measurements

The Company measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance describes three approaches to measuring the fair value of assets and liabilities: the market approach, the income approach, and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

8

Pilot Water Solutions LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands

The authoritative guidance does not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. The standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy, while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows.

– Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date; active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

– Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; these are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

– Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

The carrying value of cash, accounts receivable, other receivables, receivables and payables with related parties, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these instruments.

The fair value of the Company’s borrowings is estimated based upon current rates offered to the Company for debt with similar terms and the same remaining maturity. The carrying amounts approximate fair value as of June 30, 2026 and December 31, 2025 due to the associated interest rates with the Company’s debt facility.

(m)   Leases

The Company accounts for leases under Accounting Standards Codification (ASC) 842, Leases, which results in the recognition of right of use assets and related lease liabilities for operating and finance leases included on the unaudited condensed consolidated balance sheet. The Company typically enters into leases for real estate and right of ways. Land easements that were grandfathered under ASC 842 are reassessed if the agreements are modified. Upon entering into a new lease or materially modifying an existing lease, the lease is classified as either a finance lease or an operating lease. The classification of a lease as finance or operating impacts recognition of rental payments as rent or interest expense. Certain leases include renewal options and purchase options. Renewal periods are included in calculating lease right of use assets and lease liabilities when they are reasonably certain.

The Company calculates and discounts its right of use asset and lease liability utilizing the incremental borrowing rate (IBR), which is a lease-specific secured borrowing rate that factors in the Company’s credit standing and the lease term. The Company uses its incremental borrowing rate as the rate implicit in its leases is not readily determinable.

The Company’s leases have remaining lease terms of approximately 2 to 10 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise the option.

The Company does not recognize ROU assets and lease liabilities for short-term leases, which are leases with a maximum term of 12 months or less and do not include a purchase option that the lessee is reasonably certain to exercise, and instead recognizes lease payments on a straight-line basis.

9

Pilot Water Solutions LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands

(3)   Property, Plant, and Equipment

Property, plant, and equipment consisted of the following:

		June 30, 2026				December 31, 2025
Pipelines, ponds, disposal wells and related equipment		$	698,284			$	681,536
Leasehold improvements, buildings, and office equipment			3,627				3,518
Trucks and trailers			889				909
Assets subject to depreciation			702,800				685,963
Land			10,168				10,168
Construction in progress			77,368				35,923
Total Property, plant, and equipment			790,336				732,054
Accumulated depreciation			(128,824	)			(110,226	)
Total Property, plant, and equipment, net		$	661,512			$	621,828

Depreciation expense for the six months ended June 30, 2026 and 2025 totaled $20,792 and $20,200, respectively.

(4)   Goodwill and intangible assets

Goodwill as of June 30, 2026 and December 31, 2025 totaled $29,469.

Intangible assets consisted of the following:

				June 30, 2026
		Useful Life			Gross Amount				Accumulated amortization				Net Amount
Favorable Contracts		6.5 - 25 years		$	8,348			$	(2,195	)		$	6,153
Customer Relationships		10 - 20 years			40,763				(6,964	)			33,799
Trademarks		15 years			34,809				(7,929	)			26,880
				$	83,920			$	(17,088	)		$	66,832

				December 31, 2025
		Useful Life			Gross Amount				Accumulated amortization				Net Amount
Favorable Contracts		6.5 - 25 years		$	8,348			$	(1,865	)		$	6,483
Customer Relationships		10 - 20 years			40,763				(5,945	)			34,818
Trademarks		15 years			34,809				(6,768	)			28,041
				$	83,920			$	(14,578	)		$	69,342

Amortization expense for the six months ended June 30, 2026 and 2025 totaled $2,510 and $2,510 respectively.

10

Pilot Water Solutions LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands

(5)   Asset Retirement Obligations

The Company’s AROs are related primarily to the dismantlement, removal, site reclamation and similar activities of disposal wells and related facilities.

Changes in ARO were as follows for the six months ended:

		June 30, 2026				June 30, 2025
Balance at beginning of period		$	24,446			$	25,351
Additions			—				2,124
Accretions			679				641
Retirements			(1,079	)			(1,600	)
Disposals			(327	)			(900	)
Balance at end of period		$	23,719			$	25,616

(6)   Debt

On September 30, 2022, the Company executed a revolving line of credit with PTC (PTC Revolving Line of Credit). The PTC Revolving Line of Credit has a committed amount of $500 million and matures September 30, 2027. The PTC Revolving Line of Credit bears interest at the secured overnight financing rate (SOFR) or base rate plus applicable margin, determined by the Company’s net leverage ratio, as defined in the credit agreement. The PTC Revolving Line of Credit contains certain financial covenants. In connection with the issuance of the PTC Revolving Line of Credit, the Company paid $3,500 to PTC, which was recorded as a debt issuance cost.

The credit agreement contains covenants, which include:

· Maximum leverage ratio not to exceed 4.00 to 1.00 with an acquisition step up to 4.50 to 1.00 for the first two full fiscal quarters following such material acquisition.

· Minimum net interest coverage ratio not to be less than 2.50 to 1.00.

PWS was in compliance with such financial covenants as of June 30, 2026 and December 31, 2025.

Debt obligations as of June 30, 2026 and December 31, 2025 totaled $429,386 maturing September 30, 2027. Additional borrowings for the six months ended June 30, 2026 and 2025 were zero.

Interest expense for the six months ended June 30, 2026 and 2025, totaled $14,847 and $16,293, respectively.

(7)   Members’ Equity

The Company has one class of membership interest outstanding. Holders of membership interests are entitled to vote in proportion to their percentage ownership, receive their distributive share of the assets of the Company, and receive their proportionate share of net income.

(8)   Commitments and Contingencies

Litigation, Claims, and Assessments

Liabilities for loss contingencies arising from claims, assessments, litigation, or other sources are recorded when it is probable that a liability has been incurred, and the amount can be reasonably estimated. The Company is presently, and from time to time, subject to pending claims and lawsuits arising in the ordinary course of business. At this time, the Company is not currently a party to any litigation or pending claims that would have a material adverse effect on the overall business, financial position, results of operations, or liquidity.

11

Pilot Water Solutions LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands

Environmental contingencies

For the six months ended June 30, 2026 and 2025, the Company recorded $1,484 and $10,208 in environmental remediation cost presented as part of direct operating cost on the unaudited condensed consolidated statements of operations. At June 30, 2026 and December 31, 2025, $1,607 and $1,697 was outstanding and is recorded in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. The Company continues to evaluate the environmental exposure related to legacy spills.

Settlement of Claims Arising from Prior Period Acquisition

The Company has been a party to several litigation matters related to an employee claim filed in 2019 prior to the Company’s acquisition of a facility with such claim being indemnified by the seller. Certain of these litigation matters were settled by the Company and other defendants, and paid to the injured party, prior to the periods presented herein. The litigation matters remaining as of December 31, 2025, related to the other defendants seeking reimbursement from the Company for payments made for the original claim and settlement of an outstanding workers' compensation lien related to the accident. The remaining matters also included the Company's suit against the former owners of the Company seeking repayment, under an indemnity agreement, for the reimbursement claims of the other defendants and other amounts paid directly by the Company to various parties involved in the litigation matters.

The following activity occurred during 2026 related to these matters:

- In January 2026, an arbitrator issued a ruling against the Company, awarding a co-defendant a settlement of $4,195. The amount was paid prior to June 30, 2026, and is reflected within general and administrative expense on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026.

- In June 2026, the Company reached an agreement to settle the above referenced outstanding workers' compensation lien in the amount of $900. The liability is recorded within accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets as of June 30, 2026, with a corresponding amount reflected in general and administrative expense on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026. This liability was paid in July 2026.

- In August 2026, the Company was awarded a settlement of $4,250 under the indemnity agreement with the former owners of the Company. The settlement is unconditional, legally binding, and reasonably assured of collection, and, as a result, the Company recognized this subsequent event as a gain within general and administrative expense on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026, and a corresponding receivable within other receivables on the unaudited condensed consolidated balance sheets as of June 30, 2026. As of October 9, 2026, the full amount of $4,250 due under the settlement has been received.

(9)   Related-Party Transactions

On September 30, 2022, the Company executed a revolving line of credit known as the PTC Revolving Line of Credit. See note 6, Debt, for additional information.

PTC provides certain administrative and operating services for the Company. As of June 30, 2026 and December 31, 2025, the Company had a payable due to PTC of $1,658 and $105, respectively.

(10)   Concentration of Significant Customers

The Company provides services primarily to oil exploration and production companies operating in Texas, New Mexico, Ohio, and Wyoming.

12

Pilot Water Solutions LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands

For the six months ended June 30, 2026, two customers each represented greater than 10% of revenue, 13% and 10%, respectively.

For the six months ended June 30, 2025, two customers each represented greater than 10% of revenue, 12% and 12%, respectively.

As of June 30, 2026, one customer represented greater than 10% of accounts receivable at 17%.

As of December 31, 2025, three customers represented greater than 10% of accounts receivable at 13%, 11% and 10%, respectively.

(11)   Leases

The Company’s leases are primarily related to land easements and vehicles and are classified as operating leases. Most of the Company’s land easements require upfront payment in full.

Lease expense for the six months ended June 30 2026 and 2025 totals $2,180 and $1,803, respectively, reflected in direct operating cost in the unaudited condensed consolidated statements of operations.

As of June 30, 2026 and December 31, 2025, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.5 and 5.9 years and 7.1 and 7.2% percent, respectively.

(12)   Subsequent Events

The Company evaluated all events or transactions that occurred after the unaudited condensed consolidated balance sheet date of June 30, 2026 through October 13, 2026, the date it issued these unaudited condensed consolidated financial statements. On September 24, 2026, Pilot OFS Holdings LLC, a subsidiary of Pilot Travel Centers, LLC and Minerva Infrastructure IA LLC, the members of the Company, entered into a Membership Interest Purchase Agreement with Select Water Solutions, LLC, an indirect subsidiary of Select Water, Inc. for $600,000 of cash, $100,000 of shares of Select Water Solutions, Inc. Class A common stock and a $15,000 contingent payment payable upon the satisfaction of certain operational milestones expected in early 2027. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals.

13

Exhibit 99.3

PILOT WATER SOLUTIONS LLC AND SUBSIDIARIES

Consolidated Financial Statements

As of and for the years ended December 31, 2025 and 2024

(With Independent Auditor’s Report Thereon)

PILOT WATER SOLUTIONS LLC AND SUBSIDIARIES

Table of Contents

	Page
Independent Auditor’s Report	1
Consolidated Financial Statements:
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Changes in Members’ Equity	5
Consolidated Statements of Cash Flows	6
Notes to the Consolidated Financial Statements	7

i

Independent Auditor’s Report

The Board of Directors
Pilot Water Solutions LLC

Opinion

We have audited the consolidated financial statements of Pilot Water Solutions LLC and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

1

In performing an audit in accordance with GAAS, we:

· Exercise professional judgment and maintain professional skepticism throughout the audit.

· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

· Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

· Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ DELOITTE & TOUCHE LLP

May 28, 2026

2

Pilot Water Solutions LLC and Subsidiaries

Consolidated Balance Sheets
(in thousands)

		December 31, 2025				December 31, 2024
Assets
Current assets:
Cash		$	59,295			$	36,030
Accounts receivables, net			48,036				38,067
Other receivables			3,357				3,162
Prepaid expenses and other current assets			8,859				6,206
Total current assets			119,547				83,465
Property, plant, and equipment, net			621,828				638,533
Goodwill			29,469				29,469
Intangible assets, net			69,342				74,361
Right-of-use assets			17,924				12,621
Other assets			767				2,119
Total assets		$	858,877			$	840,568
Liabilities and Members’ Equity
Current liabilities:
Accounts payable		$	8,220			$	13,541
Accrued expenses and other current liabilities			41,288				32,449
Due to related parties			105				296
Total current liabilities			49,613				46,286
Asset retirement obligations			24,446				25,351
Operating lease liabilities			7,211				4,158
Revolving line of credit payable to related parties			428,161				427,461
Total liabilities			509,431				503,256
Commitments and contingencies (see note 8)
Members’ equity:
Paid-in capital			346,523				346,523
Retained earnings (Accumulated deficit)			1,836				(10,556	)
Total members’ equity attributable to PWS			348,360				335,967
Noncontrolling interest			1,087				1,345
Total liabilities and members’ equity		$	858,877			$	840,568

3

Pilot Water Solutions LLC and Subsidiaries

Consolidated Statements of Operations
(in thousands)

		Year ended December 31,
		2025				2024
Revenue		$	265,867			$	275,315
Cost and operating expenses:
Direct operating cost			129,209				153,881
Depreciation, amortization and accretion			46,901				47,254
Impairment of property, plant, and equipment			24,125				46,856
General and administrative			23,282				21,874
Total cost and expenses			223,517				269,865
Operating income			42,350				5,450
Other (income) expenses:
Related party interest expense			32,253				36,142
Other income			(2,402	)			(1,220	)
Total other expenses			29,851				34,922
Net income (loss) before income taxes			12,499				(29,472	)
Income tax expense			326				136
Net income (loss)			12,173				(29,608	)
Net (loss) income attributable to noncontrolling interests			(219	)			53
Net income (loss) attributable to PWS		$	12,392			$	(29,661	)

4

Pilot Water Solutions LLC and Subsidiaries

Consolidated Statements of Changes in Members’ Equity
(in thousands)

		Members’ equity				(Accumulated deficit) Retained earnings				Noncontrolling interest				Total
Balances at January 1, 2024		$	346,523			$	19,105			$	1,474			$	367,102
Distributions			—				—				(182	)			(182	)
Net (loss) income			—				(29,661	)			53				(29,608	)
Balances at December 31, 2024		$	346,523			$	(10,556	)		$	1,345			$	337,312
Distributions			—				—				(38	)			(38	)
Net income (loss)			—				12,392				(219	)			12,173
Balances at December 31, 2025		$	346,523			$	1,836			$	1,087			$	349,447

5

Pilot Water Solutions LLC and Subsidiaries

Consolidated Statements of Cash Flows
(in thousands)

		Year ended December 31,
		2025				2024
Cash flows from operating activities:
Net income (loss)		$	12,173			$	(29,608	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			45,634				46,020
Amortization of deferred financing cost			3,356				2,808
Non-cash interest expense			700				700
Bad debt expense			—				530
Accretion of asset retirement obligation			1,267				1,234
Loss on sale of assets			2,529				1,398
Impairment of property, plant, and equipment			31,248				46,856
Changes in operating assets and liabilities:
Accounts receivable			(9,988	)			18,399
Other receivables			(196	)			1,600
Prepaid expenses and other current assets			(2,653	)			10,382
Other assets			(2,223	)			(34	)
Due to related parties			(191	)			(1,178	)
Accounts payable			(8,594	)			(7,327	)
Accrued expenses and other current liabilities			374				(2,421	)
Net cash provided by operating activities			73,433				89,359
Cash flows from investing activities:
Purchases of property, plant and equipment			(51,869	)			(85,564	)
Proceeds from sale of property, plant and equipment			1,739				1,257
Net cash used in investing activities			(50,130	)			(84,307	)
Cash flows from financing activities
Borrowings on revolving line of credit			—				25,000
Distributions to noncontrolling interest			(38	)			(182	)
Net cash provided (used) provided by financing activities			(38	)			24,818
Net increase in cash			23,265				29,870
Cash at beginning of period			36,030				6,160
Cash at end of period		$	59,295			$	36,030
Noncash investing activities:
Purchases of property, plant, and equipment in accounts payable and accrued expenses and other current liabilities			12,137				16,620
Right-of-use assets exchanged for operating lease liabilities			5,135				4,052
Supplemental disclosure of cash flow information:
Cash paid to related party for interest			37,379				33,029

6

Pilot Water Solutions LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Dollars in thousands

(1)   Business Description

Pilot Water Solutions LLC (PWS or the Company), together with its subsidiaries, is an integrated, growth-oriented company engaged in providing fundamental midstream services to oil and energy exploration companies. Services consist of fluid transportation, fluid pumping, fluid disposals, produced water recycling and fresh water supply. The Company also sells residual oil it recovers from the water and chemically treated saltwater and flowback water as recycled water.

Pilot Travel Centers LLC holds a 79.5% equity stake in PWS. The remaining 20.5% is owned by Minerva Infrastructure IA LLC (Minerva).

(2)   Summary of Significant Accounting Policies and Practices

A summary of significant accounting policies used in the preparation of the accompanying consolidated financial statements is as follows:

(a)   Basis of Presentation

The consolidated financial statements of the Company have been prepared pursuant to accounting principles generally accepted in the United States of America (U.S. GAAP).

(b)   Principles of Consolidation

The accompanying consolidated financial statements include the accounts of PWS, its wholly owned subsidiaries, and all subsidiaries in which PWS, either directly or indirectly, exerts control over the management of those entities. All intercompany balances and transactions have been eliminated in consolidation.

Noncontrolling interests represent interests held in individual well partnerships.

(c)   Cash

Cash includes cash on deposit. The Company’s cash is deposited with financial institutions located in the United States.

(d)   Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for credit losses for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and each customer’s financial condition, the amount and number of receivables in dispute, and the current receivables aging and current payment patterns. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis by risk profile. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

A summary of changes in the allowance for credit losses:

		December 31,
		2025				2024
Balance at beginning of year		$	(1,647	)		$	(2,228	)
Provisions for expected credit losses			—				(530	)
Amounts written off			120				1,111
Balance at the end of the year		$	(1,527	)		$	(1,647	)

7

Pilot Water Solutions LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Dollars in thousands

(e)   Property, Plant, and Equipment

Property, plant, and equipment additions are recorded at cost and stated at cost less accumulated depreciation. The costs of maintenance and repairs are expensed as incurred, whereas expenditures that extend the economic lives or improve the efficiency of property, plant, and equipment are capitalized. When identified as assets held for sale, depreciation is ceased for those assets. Gains or losses from dispositions are included in operating income when realized. Depreciation is computed using the straight-line method over the following estimated useful lives:

Category of property, plant, and equipment		Depreciable life
Pipelines		15–30
Disposal wells		15–30
Machinery and equipment		3–10
Leasehold improvements		3–10
Vehicles, trucks, and trailers		3–7
Furniture, fixtures, and office equipment		3–5
Buildings		15–40

(f)    Intangible Assets, including Goodwill, and Long-Lived Asset Impairment Considerations

The Company evaluates the carrying amount of definite-lived intangible assets and property, plant, and equipment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated undiscounted net future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. The Company recorded the following impairment charges related to gathering systems, saltwater disposal wells (SWD) and related facilities which are included in the consolidated statements of operations. See note 3, Property, plant and equipment, for additional information.

		Year ended December 31,
		2025				2024
Impairment of property, plant, and equipment		$	24,125			$	46,856

Intangible assets include contracts and arrangements acquired in business combinations, including favorable contracts, trade names, customer relationships, restrictive covenants, and permits. Intangible assets are amortized on a straight-line basis over their estimated economic life or remaining term of the contract.

Goodwill is evaluated for potential impairment whenever triggering events are identified and at least on an annual basis. The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. When this assessment indicates the possibility of impairment, a quantitative test is performed. The quantitative test involves estimating the fair value of the reporting unit. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the carrying amount of the reporting unit including goodwill exceeds the fair value of the reporting unit, then the Company records a goodwill impairment loss to reduce the reporting unit to its estimated fair value.

There were no impairments of definite-lived intangible assets or goodwill for the years ended December 31, 2025 and 2024.

(g)   Asset Retirement Obligations and Environmental Obligations

Asset retirement obligations (AROs) consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with the Company’s disposal wells. The Company recognizes the fair value of a liability for an ARO in the period in which an existing legal obligation associated with the retirement can reasonably be estimated. The associated asset retirement cost is capitalized as part of the carrying value of the oil and gas asset. The asset retirement cost is recorded at estimated fair value, measured by the expected future cash outflows required to satisfy the obligation discounted at the Company’s credit-adjusted risk-free rate. Interest on the ARO is accreted over the term of the economic life of the disposal wells using the effective interest method and is recorded as direct operating cost in the accompanying consolidated statements of operations. Subsequent adjustments in the cost estimate are reflected in the liability and the amounts continue to be amortized over the useful life of the related long-lived asset.

8

Pilot Water Solutions LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Dollars in thousands

The Company is subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the adverse environmental effects of disposal or release of petroleum, chemical, and other substances at various sites. Expenditures that relate to existing conditions caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated.

(h)   Revenue Recognition

The Company reviews contracts with customers using the following steps to recognize revenue based on the transfer of goods or services to customers and in amounts that reflect the consideration the Company expects to receive for those goods or services. The steps include: (i) identify the contract; (ii) identify the performance obligations of the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and then (v) recognize revenue when (or as) the performance obligation is satisfied.

The Company’s contracts with customers primarily include providing water midstream services to oil and energy exploration and production companies. Services consist of produced water transportation, treatment and disposal and sourcing of fresh water. The Company also sells residual oil recovered from produced water.

The services related to water midstream services are fee-based arrangements and are based on the volume of water that flows through the Company’s systems and facilities. Revenue is recognized over time utilizing the output method based on the volume of water accepted from the customer. The performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits provided by performance of services, typically as customers’ wastewater is accepted. For contracts that involve the sale of recovered crude oil and reuse, recycled and brackish non-potable water, revenue is recognized at a point in time, based on when control of the product is transferred to the customer.

Revenue recognized over time for the year ended December 31, 2025 and 2024, totaled $222,440 and $234,412, respectively. Revenue recognized at point in time for the year ended December 31, 2025 and 2024, totaled $43,428 and $40,903, respectively.

Certain customer contracts contain minimum volume commitments (MVC), entitling the Company to deficiency payments if such MVCs are not delivered by the customer. The MVC amounts are based on fixed, minimum volumes (measured over monthly, quarterly or annual periods depending on the contract) at a fixed rate per barrel. Revenue is recognized from these contracts when (i) actual volumes are received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model). There are no long-term contract liabilities related to these contracts as of December 31, 2025 and 2024.

Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from sales.

Contract liabilities primarily relate to revenue agreements where the Company receives a reimbursement for infrastructure constructed on behalf of the customer, but owned by the Company, in advance of the related performance obligation being satisfied. Contract liabilities are recognized as earned overtime or at a point in time based on the provisions set forth in the agreement. At December 31, 2025, and 2024, contract liabilities totaled $3,806 and $0 respectively.

9

Pilot Water Solutions LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Dollars in thousands

(i)    Income Taxes

PWS is a limited liability company that is not subject to U.S. federal income taxes. Accordingly, the taxable income or loss resulting from the majority of PWS’ operations is ultimately included in the U.S. federal income tax returns of its equity holders. However, PWS is subject to income taxes in certain state and local jurisdictions.

(j)    Deferred Financing Costs

Debt issuance costs are presented on the consolidated balance sheet as a direct reduction from the carrying amount of debt, consistent with the presentation of debt discounts. The amortization of deferred financing costs is included in interest expense in the consolidated statements of operations.

(k)   Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates.

(l)    Fair Value Measurements

The Company measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance describes three approaches to measuring the fair value of assets and liabilities: the market approach, the income approach, and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

The authoritative guidance does not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. The standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy, while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows.

– Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date; active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

– Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; these are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

– Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

The carrying value of cash, accounts receivable, other receivables, receivables and payables with related parties, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these instruments.

10

Pilot Water Solutions LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Dollars in thousands

The fair value of the Company’s borrowings is estimated based upon current rates offered to the Company for debt with similar terms and the same remaining maturity. The carrying amounts approximate fair value as of December 31, 2025 and 2024 due to the associated interest rates with the Company’s debt facility.

(m)  Leases

The Company accounts for leases under Accounting Standards Codification (ASC) 842, Leases, which results in the recognition of right of use assets and related lease liabilities for operating and finance leases included on the consolidated balance sheet. The Company typically enters into leases for real estate and right of ways. Land easements that were grandfathered under ASC 842 are reassessed if the agreements are modified. Upon entering into a new lease or materially modifying an existing lease, the lease is classified as either a finance lease or an operating lease. The classification of a lease as finance or operating impacts recognition of rental payments as rent or interest expense. Certain leases include renewal options and purchase options. Renewal periods are included in calculating lease right of use assets and lease liabilities when they are reasonably certain.

The Company calculates and discounts its right of use asset and lease liability utilizing the incremental borrowing rate (IBR), which is a lease-specific secured borrowing rate that factors in the Company’s credit standing and the lease term. The Company uses its incremental borrowing rate as the rate implicit in its leases is not readily determinable.

The Company’s leases have remaining lease terms of approximately 2 to 10 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise the option.

The Company does not recognize ROU assets and lease liabilities for short-term leases, which are leases with a maximum term of 12 months or less and do not include a purchase option that the lessee is reasonably certain to exercise, and instead recognize lease payments on a straight-line basis.

(3)   Property, Plant, and Equipment

		December 31,
		2025				2024
Pipelines, ponds, disposal wells and related equipment		$	681,536			$	675,099
Leasehold improvements, buildings, and office equipment			3,518				3,459
Trucks and trailers			909				1,123
Assets subject to depreciation			685,963				679,681
Land			10,168				10,288
Construction in progress			35,923				20,727
Total Property, plant, and equipment			732,054				710,696
Accumulated depreciation			(110,226	)			(72,163	)
Total Property, plant, and equipment, net		$	621,828			$	638,533

Depreciation expense for the year ended December 31, 2025 and 2024, totaled $40,615 and $41,001, respectively.

Asset impairments

In accordance with ASC 360, Property, Plant, and Equipment, the Company has evaluated the recoverability of its long-lived assets in light of evolving regulatory requirements in Texas and New Mexico and changes in the commercial environment. The asset group is determined to be either at the gathering system or individual SWD depending on the nature of the cash flows. At December 31, 2025 and 2024, the Company determined that certain SWDs and a gathering system located within these jurisdictions no longer meet the criteria for continued use. The Company conducted an impairment assessment as required by ASC 360-10-35 and the carrying amount of the assets was compared to their fair values, resulting in impairment charges of $24,125 and $46,856, respectively, recorded within Impairment of property, plant, and equipment on the consolidated statements of operations for the years ended December 31, 2025 and 2024. The Company will continue to monitor evolving requirements impacting other gathering systems and SWDs and any further negative developments could necessitate additional impairment charges.

11

Pilot Water Solutions LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Dollars in thousands

(4)   Goodwill and intangible assets

Goodwill as of December 31, 2025, and 2024 totaled $29,469.

Intangible assets consisted of the following:

				December 31, 2025
		Useful Life		Gross Amount				Accumulated amortization				Net Amount
Favorable Contracts		6.5 - 25 years		$	8,348			$	(1,865	)		$	6,483
Customer Relationships		10 - 20 years			40,763				(5,945	)			34,818
Trademarks		15 years			34,809				(6,768	)			28,041
				$	83,920			$	(14,578	)		$	69,342

				December 31, 2024
		Useful Life		Gross Amount				Accumulated amortization				Net Amount
Favorable Contracts		6.5 - 25 years		$	8,348				(1,205	)		$	7,143
Customer Relationships		10 - 20 years			40,763				(3,906	)			36,857
Trademarks		15 years			34,809				(4,448	)			30,361
				$	83,920				(9,559	)		$	74,361

Amortization expense for the year ended December 31, 2025 and 2024, totaled $5,019 and $5,019 respectively. The estimated annual amortization expense for the next five years is expected to be as follows:

2026		$	5,019
2027			5,019
2028			5,019
2029			5,019
2030			4,835

(5)   Asset Retirement Obligations

The Company’s AROs are related primarily to the dismantlement, removal, site reclamation and similar activities of disposal wells and related facilities.

Changes in ARO were as follows:

		December 31,
		2025				2024
Balance at beginning of year		$	25,351			$	18,737
Additions			4,168				6,047
Accretions			1,267				1,234
Retirements			(4,192	)			(667	)
Disposals			(2,148	)			—
Balance at end of year		$	24,446			$	25,351

(6)   Debt

On September 30, 2022, the Company executed a revolving line of credit with PTC (PTC Revolving Line of Credit). The PTC Revolving Line of Credit has a committed amount of $500 million and matures September 30, 2027. The PTC Revolving Line of Credit bears interest at the secured overnight financing rate (SOFR) or base rate plus applicable margin, determined by the Company’s net leverage ratio, as defined in the credit agreement. The PTC Revolving Line of Credit contains certain financial covenants. In connection with the issuance of the PTC Revolving Line of Credit, the Company paid $3,500 to PTC, which was recorded as a debt issuance cost.

12

Pilot Water Solutions LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Dollars in thousands

The credit agreement contains covenants, which include:

· Maximum leverage ratio not to exceed 4.00 to 1.00 with an acquisition step up to 4.50 to 1.00 for the first two full fiscal quarters following such material acquisition.

· Minimum net interest coverage ratio not to be less than 2.50 to 1.00.

PWS was in compliance with such financial covenants at December 31, 2025 and 2024.

Debt obligations as of December 31, 2025 and 2024, totaled $429,386 maturing September 30, 2027. Borrowings for the years ended December 31, 2025 and 2024 totaled zero and $25,000, respectively.

Interest expense for the years ended December 31, 2025 and 2024, totaled $32,253 and $36,142, respectively.

(7)   Members’ Equity

The Company has one class of membership interest outstanding. Holders of membership interests are entitled to vote in proportion to their percentage ownership, receive their distributive share of the assets of the Company, and receive their proportionate share of net income.

(8)   Commitments and Contingencies

Litigation, Claims, and Assessments

Liabilities for loss contingencies arising from claims, assessments, litigation, or other sources are recorded when it is probable that a liability has been incurred, and the amount can be reasonably estimated. The Company is presently, and from time to time, subject to pending claims and lawsuits arising in the ordinary course of business. At this time, the Company is not currently a party to any litigation or pending claims that would have a material adverse effect on the overall business, financial position, results of operations, or liquidity.

Environmental contingencies

For the years ended December 31, 2025 and 2024, the Company recorded $9,536 and $10,150 in environmental remediation cost presented as part of Direct operating cost on the consolidated statements of operations. For the years ended December 31, 2025 and 2024 $0 and $6,224 is related to the Operator Matter while the remainder is attributable to remediating legacy spill locations at the direction of federal and state regulators. At December 31, 2025 and 2024, $1,697 and $747 was outstanding and is recorded in Accrued expenses and other current liabilities on the consolidated balance sheets. The Company continues to evaluate the environmental exposure related to legacy spills.

Operator Matter

As a result of multiple produced water spills in southern New Mexico, the Company incurred remediation costs of $5,771, which the Company believed to be recoverable under commercial contracts with the responsible operator and, as of December 31, 2023, these amounts were recorded as a receivable. However, collection of this receivable was no longer probable as of December 31, 2024.

In addition to the matters above, one of the Company’s SWD’s located in southern New Mexico was damaged by this operator in a prior period and the Company incurred costs in that prior period totaling $5,363 in order to return the SWD to operational condition at that time. However, as a result of the evolving regulatory requirements in New Mexico discussed in Note 3, the Company determined that this well no longer met the criteria for continued use, primarily stemming from the damage caused by the operator, and recorded an impairment loss of $7,543 within Impairment of property, plant, and equipment on the consolidated statements of operations during the year ended December 31, 2024 for the net book value of the property.

The Company pursued recovery of its costs related to both matters from the operator, along with $453 of additional costs related to produced water spills that were incurred in 2024. As recovery of the prior receivable was not probable and represents a gain contingency as of December 31, 2024, the Company wrote off that amount with a charge to Direct operating costs on the consolidated statements of operations for the year ended December 31, 2024. Any recoveries of that amount, the additional spill-related costs in 2024, and the loss of the use of the SWD from the operator would be recorded as a gain upon settlement.

13

Pilot Water Solutions LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Dollars in thousands

The Company settled Operator Matter on December 26, 2025 and received payment of $13,500 on December 30, 2025. The gain was recorded as follows: $5,877 in Direct operating cost, $7,160 in Impairment of property, plant, and equipment, and applied $463 to outstanding trade accounts receivable.

(9)   Related-Party Transactions

On September 30, 2022, the Company executed a revolving line of credit known as the PTC Revolving Line of Credit. See note 7, Debt, for additional information.

PTC provides certain administrative and operating services to the Company totaling zero and $846 for the years ended December 31, 2025 and 2024, respectively, reflected in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2025 and 2024, the Company had a payable due to PTC of $105 and $296, respectively.

(10) Concentration of Significant Customers

The Company provides services primarily to oil exploration and production companies operating in Texas, New Mexico, Ohio, and Wyoming.

For the year ended December 31, 2025, two customers each represented greater than 10% of revenue, 12.0% and 11.7%, respectively. Three customers represented greater than 10% of accounts receivable as of December 31, 2025, at 13%, 11% and 10%, respectively.

For the year ended December 31, 2024, two customers each represented greater than 10% of revenue, 13.3% and 10.9%, respectively. One customer represented greater than 10% of accounts receivable as of December 31, 2024, at 14.3%.

(11) Leases

The Company’s leases are primarily related to land easements and vehicles and are classified as operating leases. Most of the Company’s land easements require upfront payment in full.

Lease expense for the years ended December 31, 2025 and 2024 totals $4,554 and $3,449, respectively, reflected in direct operating cost in the statements of operations.

As of December 31, 2025 and 2024, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.95 and 8.3 years and 7.2% and 4.8%, respectively.

Future annual minimum lease payments as of December 31, 2025 for the Company’s operating leases are as follows:

2026		$	1,945
2027			1,959
2028			1,975
2029			1,991
2030			843
Thereafter			1,613
Total			10,326
Less imputed interest			(2,587	)
Total		$	7,739

14

Pilot Water Solutions LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Dollars in thousands

(12) Subsequent Events

The Company evaluated all events or transactions that occurred after the consolidated balance sheet date of December 31, 2025 through May 28, 2026, the date it issued these consolidated financial statements.

15

Exhibit 99.4

SELECT WATER SOLUTIONS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 30, 2026

(in thousands)

		Select				Pilot Water				Reclass Adjustments				Pro Forma Adjustments				Pro Forma Combined
Assets
Current assets
Cash and cash equivalents		$	33,396			$	46,588			$				$	(68,425	)D,E,F,G,H,Q		$	11,559
Accounts receivable trade, net			319,867				49,807												369,674
Accounts receivable, related parties			57				—												57
Inventories			47,996				—												47,996
Other receivables			—				5,340				(5,340	)A							—
Prepaid expenses and other current assets			34,821				10,196				5,340	A							50,357
Total current assets			436,137				111,931				—				(68,425	)			479,643
Property and equipment			1,796,566				790,336								(157,191	)J,K			2,429,711
Accumulated depreciation			(770,358	)			(128,824	)							128,824	J			(770,358	)
Total property and equipment, net			1,026,208				661,512				—				(28,367	)			1,659,353
Right-of-use assets, net			28,812				17,243												46,055
Goodwill			48,485				29,469								64,960	I,L,Q			142,914
Other intangible assets, net			108,038				66,832								(6,832	)L,M			168,038
Deferred tax assets, net			45,849				—								—				45,849
Investments in unconsolidated entities			77,140				—												77,140
Other long-term assets			17,072				681								6,984	D,G			24,737
Total assets		$	1,787,741			$	887,668			$	—			$	(31,680	)		$	2,643,729
Liabilities and Equity
Current liabilities
Accounts payable		$	63,304			$	15,104			$				$				$	78,408
Accrued accounts payable			49,309				—				5,939	B							55,248
Accounts payable and accrued expenses, related parties			3,422				1,658												5,080
Accrued salaries and benefits			26,512				—				4,560	B							31,072
Accrued insurance			16,732				—				57	B							16,789
Sales tax payable			2,906				—				375	B							3,281
Accrued expenses and other current liabilities			39,044				59,601				(12,356	)B			27,836	D,H,N,HH			114,125
Current operating lease liabilities			11,355				—				1,425	B							12,780
Current portion of long-term debt			63,150				—								(62,500	)D			650
Current portion of finance lease obligations			641				—												641
Total current liabilities			276,375				76,363				—				(34,664	)			318,074
Long-term tax receivable agreements liabilities			50,095				—												50,095
ARO liabilities			—				23,719				(23,719	)C							—
Long-term operating lease liabilities			20,368				6,230												26,598
Long-term debt, net			196,439				428,511								237,241	D,E,F,G,N			862,191
Other long-term liabilities			106,944				—				23,719	C			39,481	K			170,144
Total liabilities			650,221				534,823				—				242,058				1,427,102
Commitments and contingencies
Class A common stock			1,271				—								50	H			1,321
Class B common stock			112				—												112
Preferred stock			—				—												—
Additional paid-in capital			1,203,251				346,523								(252,179	)H,O,P			1,297,595
Accumulated deficit			(155,283	)			5,341								(27,234	)D,O,G,HH			(177,176	)
Total stockholders’ equity			1,049,351				351,864				—				(279,363	)			1,121,852
Noncontrolling interests			88,169				981								5,625	O,P			94,775
Total equity			1,137,520				352,845				—				(273,738	)			1,216,627
Total liabilities and equity		$	1,787,741			$	887,668			$	—			$	(31,680	)		$	2,643,729

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

1

SELECT WATER SOLUTIONS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2025

(in thousands, except per share amounts)

										Reclass				Pro Forma				Pro Forma
		Select				Pilot Water				Adjustments				Adjustments				Combined
Revenue
Water Infrastructure		$	313,239			$	265,867			$	—			$	—			$	579,106
Water Services			786,525				—				—				—				786,525
Chemical Technologies			307,580				—				—				—				307,580
Total revenue			1,407,344				265,867				—				—				1,673,211
Costs of revenue
Water Infrastructure			143,940				129,209				2,529	AA			—				281,555
											5,877	BB
Water Services			635,225				—				—				—				635,225
Chemical Technologies			251,284				—				—				—				251,284
Depreciation, amortization and accretion			174,497				46,901				—				(46,901	)CC			229,656
															40,446	DD
															4,213	EE
															5,500	FF
															5,000	GG
Total costs of revenue			1,204,946				176,110				8,406				8,258				1,397,720
Gross profit			202,398				89,757				(8,406	)			(8,258	)			275,491
Operating expenses
Selling, general and administrative			161,316				23,282				—				4,000	HH			188,598
Depreciation and amortization			5,321				—				—				—				5,321
Impairments and abandonments			6,221				24,125				7,160	BB			—				37,506
Lease abandonment costs			734				—				—				—				734
Total operating expenses			173,592				47,407				7,160				4,000				232,159
Income from operations			28,806				42,350				(15,566	)			(12,258	)			43,332
Other income (expense)
Gain on sales of property and equipment and divestitures, net			10,338				—				2,529	AA			—				12,867
Interest expense, net			(23,181	)			—				(31,218	)AA			54,399	II			(77,145	)
															(77,145	)JJ
Related party interest expense			—				(32,253	)			32,253	AA			—				—
Remeasurement gain on business combination			14,924				—				—				—				14,924
Tax receivable agreement expense			(4,995	)			—				—				—				(4,995	)
Legal settlement			—				—				13,037	BB			—				13,037
Other			(1,141	)			2,402				(1,035	)AA			—				226
Income before income tax expense and equity in losses of unconsolidated entities			24,751				12,499				—				(35,004	)			2,246
Income tax benefit (expense)			1,608				(326	)			—				2,022	KK			3,304
Equity in losses of unconsolidated entities			(4,892	)			—				—				—				(4,892	)
Net income (loss)			21,467				12,173				—				(32,982	)			658
Less: net (income) loss attributable to noncontrolling interests			(244	)			219				—				4,522	LL			4,497
Net income (loss) attributable to controlling interests		$	21,223			$	12,392			$	—			$	(28,460	)		$	5,155
Net income (loss) per share attributable to common stockholders
Class A—Basic		$	0.21			$				$				$				$	0.05
Class B—Basic		$	—			$	—			$	—			$	—			$	—
Net income (loss) per share attributable to common stockholders
Class A—Diluted		$	0.21			$				$				$				$	0.05
Class B—Diluted		$	—			$	—			$	—			$	—			$	—
Weighted average number of common shares outstanding
Class A—Basic			101,860,662												5,000,000	MM			106,860,662
Class B—Basic			16,221,101																16,221,101
Weighted average number of common shares outstanding
Class A—Diluted			103,783,796												5,000,000	NN			108,783,796
Class B—Diluted			16,221,101																16,221,101

2

SELECT WATER SOLUTIONS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the six months ended June 30, 2026

(in thousands, except per share amounts)

										Reclass				Pro Forma				Pro Forma
		Select				Pilot Water				Adjustments				Adjustments				Combined
Revenue
Water Infrastructure		$	198,350			$	133,882			$	—			$	—			$	332,232
Water Services			389,384				—				—				—				389,384
Chemical Technologies			174,031				—				—				—				174,031
Total revenue			761,765				133,882				—				—				895,647
Costs of revenue
Water Infrastructure			84,771				73,236				723	AA			—				158,730
															—
Water Services			302,108				—				—				—				302,108
Chemical Technologies			139,798				—				—				—				139,798
Depreciation, amortization and accretion			92,967				23,981				—				(23,981	)CC			120,547
															20,223	DD
															2,107	EE
															2,750	FF
															2,500	GG
Total costs of revenue			619,644				97,217				723				3,599				721,183
Gross profit			142,121				36,665				(723	)			(3,599	)			174,464
Operating expenses
Selling, general and administrative			81,729				16,350				—				—				98,079
Depreciation and amortization			2,330				—				—				—				2,330
Impairments and abandonments			5,947				2,846				—				—				8,793
Lease abandonment costs			(197	)			—				—				—				(197	)
Total operating expenses			89,809				19,196				—				—				109,005
Income from operations			52,312				17,469				(723	)			(3,599	)			65,459
Other income (expense)
Gain on sales of property and equipment and divestitures, net			569				—				723	AA			—				1,292
Interest expense, net			(10,928	)			—				(14,141	)AA			24,932	II			(32,710	)
															(32,573	)JJ
Related party interest expense			—				(14,847	)			14,847	AA			—				—
Other			(306	)			787				(706	)AA			—				(225	)
Income before income tax expense and equity in losses of unconsolidated entities			41,647				3,409				—				(11,240	)			33,816
Income tax (expense) benefit			(8,793	)			—				—				684	OO			(8,109	)
Equity in losses of unconsolidated entities			(860	)			—				—				—				(860	)
Net income (loss)			31,994				3,409				—				(10,556	)			24,847
Less: net (income) loss attributable to noncontrolling interests			(2,353	)			96				—				1,175	LL			(1,082	)
Net income (loss) attributable to controlling interests		$	29,641			$	3,505			$	—			$	(9,381	)		$	23,765
Net income per share attributable to common stockholders
Class A—Basic		$	0.25			$				$				$				$	0.20
Class B—Basic		$	—			$	—			$	—			$	—			$	—
Net income per share attributable to common stockholders
Class A—Diluted		$	0.25			$				$				$				$	0.19
Class B—Diluted		$	—			$	—			$	—			$	—			$	—
Weighted average number of common shares outstanding
Class A—Basic			116,682,176												5,000,000	PP			121,682,176
Class B—Basic			14,467,792																14,467,792
Weighted average number of common shares outstanding
Class A—Diluted			119,054,382												5,000,000	QQ			124,054,382
Class B—Diluted			14,467,792																14,467,792

3

SELECT WATER SOLUTIONS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

($ in thousands, except share price)

NOTE 1—Basis of Presentation and Preliminary Purchase Price Allocation

Description of the transactions

On September 24, 2026, Select entered into a Membership Interest Purchase Agreement (the “MIPA”) to acquire 100% of the membership interests of Pilot Water Solutions LLC (“Pilot Water”) from its equity holders (the “Sellers”) (the “Pilot Water Acquisition”). In separate transactions, Select will issue the New Senior Notes and make a Revolver Draw. Select will use the proceeds of the New Financing to fund the cash consideration for the Pilot Water Acquisition, including the Payoff Amount, to repay its existing term loan and revolving credit facility, and to pay related fees and expenses.

Basis of presentation

The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the Pilot Water Acquisition and the New Financing as if they had occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026 give effect to them as if they had occurred on January 1, 2025. The Pilot Water Acquisition will be accounted for as a business combination under ASC 805, Business Combinations, with Select as the accounting acquirer. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not necessarily indicate the financial position or results of operations that would have been achieved had the transactions occurred on the dates indicated, or that may be achieved in the future.

Consideration

$	600,000			Base Cash Consideration
	7,500			Estimated Cash Amount
	100,000			Equity Consideration (estimated 5,000,000 shares of Class A common stock at $20.00 per share)
	14,700			Fair value of contingent payment
	11,750			Fair value of Equity True-Up
$	733,950			Total estimated consideration

The Equity Consideration is a fixed value of $100.0 million, payable in a number of shares of Select Class A common stock equal to $100.0 million divided by the 30-day volume-weighted average price prior to closing. The pro forma financial information assumes the issuance of 5,000,000 shares based on a price of $20.00 which is a reasonable estimate of the share price over the last 30 days. As the value of the Equity Consideration is fixed, changes in Select's share price prior to closing would change the number of shares issued but not the total consideration. A 10% increase or decrease in the share price would result in the issuance of approximately 4,545,455 or 5,555,556 shares, respectively. The effect on pro forma basic and diluted earnings per share would not be material.

Preliminary purchase price allocation

The following table summarizes the preliminary allocation of the estimated consideration to the assets acquired and liabilities assumed as of June 30, 2026, after giving effect to the Closing Distribution:

$	7,500			Cash and cash equivalents
	49,807			Accounts receivable trade, net
	15,536			Prepaid expenses and other current assets
	633,145			Property and equipment
	17,243			Right-of-use assets, net
	60,000			Other intangible assets
	681			Other long-term assets
	783,912			Total identifiable assets acquired
	(73,961	)		Current liabilities (excluding accrued interest on the related-party credit facility)
	(63,200	)		Asset retirement obligations (within other long-term liabilities)
	(6,230	)		Long-term operating lease liabilities
	(143,391	)		Total liabilities assumed
	(1,000	)		Noncontrolling interests
	639,521			Net identifiable assets acquired
	94,429			Goodwill
$	733,950			Total estimated consideration

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The purchase price allocation is preliminary and based on estimates and assumptions that are subject to change, and the final allocation may differ materially from the amounts presented. The fair values of property and equipment, identifiable intangible assets, asset retirement obligations, noncontrolling interests, the contingent payment and the Equity True-Up have not been finalized, and the final working capital adjustment, Sellers’ Transaction Expenses and Payoff Amount will be determined at closing. Completing the allocation requires final third-party valuations, Pilot Water’s closing balance sheet and the final closing statement under the MIPA. Select expects to finalize the allocation as soon as practicable, but no later than one year after the closing date.

NOTE 2—Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

A Reflects the reclassification of Pilot Water's other receivables into prepaid expenses and other current assets to conform to Select's balance sheet presentation.

B Reflects the reclassification of certain of Pilot Water's accrued expenses and other current liabilities into various current liability classifications to conform to Select's balance sheet presentation.

C Reflects the reclassification of Pilot Water's asset retirement obligation (“ARO”) liabilities into other long-term liabilities, as Select does not present a separate caption for ARO liabilities.

D Reflects the use of a portion of the proceeds of the New Senior Notes (see Note E) to repay all outstanding indebtedness under Select's existing term loan and revolving credit facility, consisting of $62,500 of current portion of long-term debt, $187,500 of long-term debt, net, and $212 of accrued interest within accrued expenses and other current liabilities. Related unamortized debt issuance costs of $5,893, consisting of $2,641 within other long-term assets and $3,252 within long-term debt, net, were written off to accumulated deficit as a loss on extinguishment of debt. Select's agricultural loan of $12,938 is not repaid and remains outstanding.

E Reflects the issuance of $800,000 of new senior unsecured notes (the “New Senior Notes”), reflected as an increase to cash and cash equivalents and long-term debt, net. The New Senior Notes offering is a separate transaction from the Pilot Water Acquisition. Its proceeds, together with the proceeds of the Revolver Draw described in Note F below, were used to fund a portion of the cash consideration for the Pilot Water Acquisition (from which Pilot Water’s related-party debt is repaid; see Notes H and N) and to repay Select's pre-transaction indebtedness (see Note D) (together, the New Senior Notes and the Revolver Draw, the “New Financing”).

F Reflects a $62,000 draw on Select's revolving credit facility (the “Revolver Draw”), reflected as an increase to cash and cash equivalents and long-term debt, net, the proceeds of which were used together with the proceeds of the New Senior Notes to fund a portion of the transaction as described in Note E above.

G Reflects $33,625 of fees paid in cash in connection with the New Financing, consisting of (i) $21,625 of debt issuance costs, of which $12,000 is presented as a reduction of long-term debt, net, and $9,625 relating to the Revolver Draw is capitalized within other long-term assets and amortized over the five-year term of the revolving credit facility; and (ii) a $12,000 bridge commitment fee, which is expensed and reflected as an increase to accumulated deficit (see Note JJ). The bridge commitment fee is nonrecurring and is reflected in interest expense in the pro forma statement of operations for the year ended December 31, 2025, with a related tax benefit of $2,760 (see Note KK).

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H Reflects total estimated consideration of $733,950 for the Pilot Water Acquisition (see Note 1), consisting of (i) $600,000 of cash (the “Base Cash Consideration”), reflected as a reduction to cash and cash equivalents, (ii) $100,000 of equity (the “Equity Consideration”), representing an estimated 5,000,000 shares of Select Class A common stock, reflected as an increase of $50 to Class A common stock and $99,950 to additional paid-in capital, (iii) $7,500 of additional cash consideration (the “Estimated Cash Amount”), reflected as a reduction to cash and cash equivalents, and (iv) $26,450 of contingent consideration payable, reflected within accrued expenses and other current liabilities. The contingent consideration payable consists of the estimated fair value of (a) a $15,000 contingent payment ($14,700) and (b) an estimated cash true-up payment (the “Equity True-Up”) ($11,750).

Equity True-Up - If Select’s 30-day VWAP six months after closing is below the 30-day VWAP Closing Share Price, Select will pay the Sellers in cash the shortfall multiplied by the shares issued as Equity Consideration, less dividends paid on those shares. The undiscounted outcome ranges from $0 to approximately $100,000, less dividends. Fair value was estimated using a Black-Scholes put on the $100,000 of equity consideration, struck at the $20.00 closing share price with a six-month term, 44.7% six-month historical volatility, a 4.0% risk-free rate and a 1.4% dividend yield.

The contingent payment is based on the achievement of a specific performance condition and was estimated by disounting the amount over 90 days (the period in which the specific performance condition should or should not be achieved). The range of the contingent payment is $0 - $15,000.

Subsequent changes in the fair value of the contingent payment and the Equity True-Up will be recognized in earnings and are not reflected in the unaudited pro forma combined financial statements.

I Reflects goodwill of $94,429, calculated as total consideration of $733,950 less the preliminary estimated fair value of Pilot Water’s net assets acquired of $639,521, after giving effect to the $39,088 estimated Closing Distribution (see Note Q). Together with the elimination of Pilot Water’s historical goodwill of $29,469 (see Note L), the net adjustment to goodwill is $64,960. The purchase price allocation is preliminary and may change materially as the valuations are finalized (see Note 1).

J            Reflects the elimination of Pilot Water's historical property and equipment, gross, of $790,336 and related accumulated depreciation of $128,824 as of June 30, 2026, in connection with recording Pilot Water's property & equipment at preliminary estimated acquisition-date fair value.

K            Reflects the preliminary estimated fair value of Pilot Water's property and equipment of $633,145, reflected within property and equipment and including $63,200 of fixed assets subject to asset retirement obligations, together with the related preliminary estimated ARO liability of $63,200. The $39,481 adjustment to other long-term liabilities increases Pilot Water’s historical ARO liability of $23,719 (reclassified in Note C) to its preliminary estimated fair value of $63,200. Its main assumptions are the estimated costs to plug and abandon Pilot Water’s disposal wells, the discount rate using a credit-adjusted risk free rate, and the expected timing of those costs over approximately 15 years.

L             Reflects the elimination of Pilot Water's historical goodwill of $29,469 and other intangible assets, net, of $66,832 in connection with the preliminary estimated accounting for the transaction.

M            Reflects the preliminary estimated fair value of $60,000 of identifiable intangible assets recognized within other intangible assets.

N            Reflects the repayment at closing of Pilot Water's related-party revolving credit facility with Pilot Travel Centers LLC, including accrued interest. The credit facility's carrying value of $428,511, net of $875 of unamortized deferred financing costs, is removed from long-term debt, net, and the related accrued interest of $2,402 is removed from accrued expenses and other current liabilities. The repayment of $431,788, consisting of principal of $429,386 and accrued interest of $2,402 (the "Payoff Amount"), is funded from the $600,000 Base Cash Consideration.

O            Reflects the elimination of Pilot Water's historical equity in connection with the application of the acquisition method of accounting, consisting of additional paid-in capital of $346,523, retained earnings of $5,341 and noncontrolling interests of $981.

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P            Reflects adjustments to noncontrolling interests consisting of (i) the preliminary estimated fair value of $1,000 of noncontrolling interests in certain of Pilot Water's consolidated well partnerships held by third parties, and (ii) a $5,606 reclassification from additional paid-in capital to noncontrolling interests to reflect the change in the relative ownership of SES Holdings, LLC (“OpCo”) between Select and the holders of Class B common stock resulting from the issuance of the Equity Consideration. After giving effect to the issuance of 5,000,000 shares of Class A common stock, the holders of Class B common stock are assumed to own approximately 7.79% of OpCo. The adjustment to noncontrolling interests is calculated as follows:

$	(981	)		Elimination of Pilot Water’s historical noncontrolling interests (Note O)
	1,000			Preliminary estimated fair value of third-party noncontrolling interests retained
	5,606			Reclassification from additional paid-in capital (OpCo ownership rebalancing)
$	5,625			Net adjustment to noncontrolling interests

The $5,606 reclassification adjusts noncontrolling interests from $89,169 (Select’s historical noncontrolling interests of $88,169 plus the $1,000 above) to $94,775, or 7.79% of pro forma total equity of $1,216,627.

Q            Reflects the distribution to the Sellers before closing of $39,088 (the "Closing Distribution"), representing the excess of Pilot Water's cash and cash equivalents of $46,588 over the $7,500 Pilot Water retains at closing, reflected as a reduction to cash and cash equivalents. The Closing Distribution reduces the net assets acquired and therefore increases goodwill by the same amount (see Note I).

NOTE 3—Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

AA Certain reclassifications have been made to Pilot Water's historical statement of operations to conform with Select's presentation. Pilot Water's historical statement of operations includes gains/losses on sales of property and equipment in costs of revenue whereas Select reports these as its own line item as part of Other income (expense) in the statement of operations. Pilot Water's historical statement of operations includes interest income in Other whereas Select nets interest income with interest expense. Pilot Water’s historical statement of operations also presents interest expense on its related-party credit facility ($32,253 for the year ended December 31, 2025 and $14,847 for the six months ended June 30, 2026) as a separate line item, which has been reclassified to interest expense, net.

BB            Certain reclassifications have been made to Pilot Water's historical statement of operations to conform with Select's presentation. Pilot Water's historical statement of operations includes portions of a $13,037 legal settlement within costs of revenue ($5,877) and impairments and abandonments ($7,160) whereas Select has chosen to reflect the entire settlement as its own line item as part of Other income (expense) in the statement of operations.

CC            To eliminate Pilot Water's historical depreciation, amortization and accretion expense.

DD            Represents depreciation expense associated with the preliminary estimated fair value and useful lives of Pilot Water's property and equipment.

EE            Represents depreciation expense associated with the preliminary estimated fair value of Pilot Water's property and equipment subject to AROs.

FF            Represents accretion expense associated with the preliminary estimated ARO liabilities of Pilot Water's property and equipment.

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GG            Reflects amortization expense associated with preliminary estimated intangible assets recorded in this transaction.

HH Reflects $4,000 of estimated transaction costs to be incurred by Select in connection with the Pilot Water Acquisition after June 30, 2026, consisting of advisory, legal, accounting and other professional fees. These costs are not reflected in Select’s historical financial statements. They are reflected as increases to accrued expenses and other current liabilities and accumulated deficit in the pro forma condensed combined balance sheet and within selling, general and administrative expense in the pro forma condensed combined statement of operations for the year ended December 31, 2025. These costs are nonrecurring. No tax benefit has been recognized.

II            To eliminate historical interest expense associated with Pilot Water’s legacy debt and substantially all of Select’s debt outstanding prior to the New Senior Notes offering, the proceeds of which are used to repay Select’s existing term loan and revolving credit facility (see Note D). For the six months ended June 30, 2026, only $0.1 million of historical interest expense related to Select’s agricultural loan remains.

JJ             Represents estimated interest expense associated with the New Senior Notes and the Revolver Draw, including amortization of deferred financing costs and, for the year ended December 31, 2025, a nonrecurring $12,000 bridge commitment fee (see Note G). Such adjustment assumes an effective interest rate for illustrative purposes only as if the issuance occurred on January 1, 2025. Assuming no change in the amount outstanding, the impact on the pro forma interest expense of a 1/8% increase or decrease in the assumed interest rate would be approximately $1 million per year. The estimated interest expense set forth above is solely for illustrative purposes and reflects certain assumptions with respect to the New Financing.

KK Select has assumed a 23% tax rate, consisting of the 21% U.S. federal statutory rate and an estimated 2% blended state rate, net of federal benefit when estimating the tax impacts of the appropriate pro forma adjustments. No tax effect has been recorded on the depreciation and accretion expense related to AROs (EE and FF), as the related tax deductions arise when costs to plug wells are incurred , or on the transaction costs in Note HH, which are assumed to be nondeductible. As Pilot Water is a pass-through entity for U.S. federal income tax purposes, its historical statements of operations do not include federal income tax expense; accordingly, the tax effect of Pilot Water’s historical pre-tax income is included below. The effective tax rate of the combined company could be significantly different from what is presented in these unaudited pro forma condensed combined financial statements for a variety of reasons, including post-acquisition activities. The tax impact of the pro forma adjustments has been calculated as follows ($ in thousands):

($	46,901	)		Elimination of Pilot Water’s historical depreciation, amortization and accretion expense (CC)
	40,446			Depreciation expense associated with the preliminary estimated fair value of Pilot Water’s property and equipment, excluding assets subject to AROs (DD)
	5,000			Amortization expense associated with intangible assets recognized in the transaction (GG)
	(54,399	)		Elimination of historical interest expense (II)
	(12,499	)		Pilot Water's historical pre-tax income
	77,145			Interest expense associated with the New Financing (JJ)
	8,792			Net pro forma increase in pre-tax expense
	23	%		Select’s blended statutory tax rate
$	2,022			Tax benefit relating to pro forma adjustments

LL             Reflects the allocation of the pro forma adjustments to the noncontrolling interests held by the holders of Class B common stock, based on their weighted-average ownership of OpCo of 12.92% for the year ended December 31, 2025 and 10.45% for the six months ended June 30, 2026, after giving effect to the shares assumed issued in the Pilot Water Acquisition. The allocation is applied to the pre-tax pro forma adjustments.

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MM             Represents the adjusted weighted-average basic shares outstanding, calculated as follows:

	101,860,662			Select weighted-average historical shares outstanding
	5,000,000			Estimated Select shares assumed issued in the Pilot Water Acquisition (1)
	106,860,662			Pro forma weighted-average basic shares outstanding

(1) Calculated as the $100,000 Equity Consideration divided by an assumed 30-day VWAP Closing Share Price of $20.00. See Note 1 for the sensitivity of the share count to changes in Select’s share price.

NN            Represents the adjusted weighted-average diluted shares outstanding, calculated as follows:

	103,783,796			Select weighted-average historical diluted shares outstanding
	5,000,000			Estimated Select shares assumed issued in the Pilot Water Acquisition (see Note MM)
	108,783,796			Pro forma weighted-average diluted shares outstanding

OO            Select has assumed a 23% tax rate, consisting of the 21% U.S. federal statutory rate and an estimated 2% blended state rate, net of federal benefit, when estimating the tax impacts of the appropriate pro forma adjustments. No tax effect has been recorded on the depreciation and accretion expense related to AROs (EE and FF), as the related tax deductions arise when costs to plug wells are incurred, or on the transaction costs in Note HH, which are assumed to be nondeductible. As Pilot Water is a pass-through entity for U.S. federal income tax purposes, its historical statements of operations do not include federal income tax expense; accordingly, the tax effect of Pilot Water’s historical pre-tax income is included below. The effective tax rate of the combined company could be significantly different from what is presented in these unaudited pro forma condensed combined financial statements for a variety of reasons, including post-acquisition activities. The tax impact of the pro forma adjustments has been calculated as follows ($ in thousands):

($	23,981	)		Elimination of Pilot Water’s historical depreciation, amortization and accretion expense (CC)
	20,223			Depreciation expense associated with the preliminary estimated fair value of Pilot Water’s property and equipment, excluding assets subject to AROs (DD)
	2,500			Amortization expense associated with intangible assets recognized in the transaction (GG)
	(24,932	)		Elimination of historical interest expense (II)
	(3,409	)		Pilot Water's historical pre-tax income
	32,573			Interest expense associated with the New Financing (JJ)
	2,974			Net pro forma increase in pre-tax expense
	23	%		Select’s blended statutory tax rate
$	684			Tax benefit relating to pro forma adjustments

PP            Represents the adjusted weighted-average basic shares outstanding, calculated as follows:

	116,682,176			Select weighted-average historical shares outstanding
	5,000,000			Estimated Select shares assumed issued in the Pilot Water Acquisition (see Note MM)
	121,682,176			Pro forma weighted-average basic shares outstanding

QQ            Represents the adjusted weighted-average diluted shares outstanding, calculated as follows:

	119,054,382			Select weighted-average historical diluted shares outstanding
	5,000,000			Estimated Select shares assumed issued in the Pilot Water Acquisition (see Note MM)
	124,054,382			Pro forma weighted-average diluted shares outstanding

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