Select Water Solutions prices $900M notes due 2034

Net proceeds are intended for acquisition consideration, facility repayments and corporate uses; the notes also contain an acquisition-linked redemption condition.

Rhea-AI Filing Summary

Select Water Solutions, Inc. (WTTR) subsidiary Select Water Holdings LLC priced $900 million aggregate principal amount of 7.625% Senior Notes due 2034, up from an initial $800 million. The notes were priced at par and are expected to close October 21, 2026, subject to customary closing conditions; they mature November 1, 2034. Net proceeds are approximately $882.6 million after the initial purchasers’ discount and estimated offering expenses.

The issuer intends to use proceeds with cash on hand for part of the Pilot Water Solutions acquisition consideration, repay its term loan obligations in full and outstanding revolving loans plus accrued interest, pay related costs, and for general corporate purposes and working capital. The offering is not contingent on the acquisition. Interest is 7.625% per year, payable May 1 and November 1; the first payment is May 1, 2027.

If Pilot Water is not completed by March 1, 2027 (or an agreed extended outside date), or the issuer notifies the trustee before then that the acquisition agreement was terminated without closing or it will not pursue the acquisition, the issuer must redeem principal equal to notes issued in this offering less $450 million at 100% of issue price, plus accrued and unpaid interest to, but excluding, redemption date.

Positive

• None.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.Outside-date noncompletion requires redemption of principal issued less $450 million.

Filing Explained

The company says the priced $900 million notes are expected to close on October 21, 2026, and upon issuance, existing subsidiaries that borrow under or guarantee its revolving facility, and future restricted subsidiaries that guarantee specified credit-facility debt, will also guarantee the notes jointly and severally on a senior unsecured basis.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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 principal amount: $900 million Initial offering amount: $800 million Net proceeds: approximately $882.6 million +5 more

8 metrics

Notes principal amount $900 million Aggregate principal amount priced

Initial offering amount $800 million Initial amount before the offering was upsized

Net proceeds approximately $882.6 million After the initial purchasers’ discount and estimated offering expenses

Annual interest rate 7.625% per year Interest on the Notes

Maturity November 1, 2034 Notes due date

Interest payment dates May 1 and November 1 of each year Annual payment schedule

First interest payment May 1, 2027 First scheduled payment on the Notes

Conditional redemption formula Principal amount issued in this offering less $450 million Applies if a stated Pilot Water acquisition condition is met

Key Terms

senior unsecured basis, Rule 144A, Regulation S, Outside Date, +1 more

5 terms

senior unsecured basis financial

"on a senior unsecured basis by the Issuer’s existing subsidiaries"

Debt issued on a senior unsecured basis is borrowing that ranks ahead of other unsecured or subordinated claims for repayment but is not backed by specific collateral. For investors it signals priority in the lender hierarchy—similar to being first in line at a buffet among unsecured creditors—and typically affects expected recovery in default and the interest rate the issuer must pay.

Rule 144A regulatory

"pursuant to Rule 144A and Regulation S under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"pursuant to Rule 144A and Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Outside Date financial

"the “Outside Date”"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

redemption price financial

"at a redemption price equal to 100% of the issue price"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

FAQ

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

How much is Select Water Solutions issuing in notes?

Select Water Holdings LLC priced $900 million aggregate principal amount of 7.625% Senior Notes due 2034, up from an initial $800 million. The notes were priced at par, and closing is expected October 21, 2026, subject to customary closing conditions.

How will WTTR use the notes proceeds?

The issuer intends to combine the net proceeds with cash on hand to fund part of the Pilot Water Solutions acquisition consideration, repay its term loan obligations in full and outstanding revolving loans plus accrued interest, pay related costs, and support general corporate purposes and working capital. The offering is not contingent on the acquisition.

What happens if the Pilot Water acquisition does not close?

If the acquisition is not completed by March 1, 2027 (or a later outside date agreed by the acquisition parties), the issuer must redeem notes with principal equal to the amount issued in this offering less $450 million. A redemption obligation can also arise if the issuer notifies the trustee before the outside date that the agreement was terminated without closing or that it will not pursue the acquisition. The redemption price is 100% of issue price plus accrued and unpaid interest to, but excluding, the redemption date.

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

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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 14, 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. ¨

Item 8.01. Other Events.

On October 14, 2026, Select Water Holdings LLC (the “Issuer”), a subsidiary of Select Water Solutions, Inc. (the “Company”), and the subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), pursuant to which the Issuer agreed to sell to the Initial Purchasers $900 million aggregate principal amount of the Issuer’s 7.625% Senior Notes due 2034 (the “Notes”) in a private placement (the “Offering”) conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Offering was upsized from an initial offering size of $800 million aggregate principal amount of the Notes. The Notes will mature on November 1, 2034. The Notes will be issued at par for total net proceeds of approximately $882.6 million, after deducting the Initial Purchasers’ discount and estimated offering expenses. The closing of the issuance of the Notes is expected to occur on October 21, 2026, subject to customary closing conditions. The Issuer intends to use the net proceeds from the Offering, together with cash on hand, (i) to fund a portion of the cash consideration for the previously announced acquisition of Pilot Water Solutions LLC (the “Pilot Water Acquisition”), (ii) to repay the outstanding obligations under its term loan facility in full and repay any outstanding loans (together with accrued and unpaid interest thereon) under its 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. The Offering is not contingent on the consummation of the Pilot Water Acquisition.

The Purchase Agreement contains customary representations, warranties and agreements of the Company, the Issuer and the Subsidiary Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

On October 14, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.  

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated October 14, 2026.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

2

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 15, 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 Pricing of Upsized $900 Million of 7.625% Senior Notes Due 2034

Gainesville, TX – October 14, 2026 – Select Water Solutions, Inc. (NYSE: WTTR) (“Select,” “we” or “our”) announced today that its subsidiary Select Water Holdings LLC (the “Issuer”) has priced its previously announced offer (the “Notes Offering”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers of $900 million aggregate principal amount of 7.625% Senior Notes due 2034 (the “Notes”). The Notes Offering was upsized from an initial offering amount of $800 million. The Notes mature on November 1, 2034 and pay interest at the rate of 7.625% per year, payable on May 1 and November 1 of each year. The first interest payment on the Notes will be made on May 1, 2027. The Notes were priced at par. 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. This offering is expected to close on October 21, 2026, subject to customary closing conditions.

The Issuer intends to use the net proceeds from this offering, together with cash on hand, (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.

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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.

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Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 11.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB