Form 8-K

8-K — Solaris Energy Infrastructure, Inc.

Accession: 0001193125-26-397255

Filed: 2026-09-22

Period: 2026-09-22

CIK: 0001697500

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d182097d8k.htm (Primary)

EX-99.1 (d182097dex991.htm)

EX-99.2 (d182097dex992.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d182097d8k.htm · Sequence: 1

8-K

false 0001697500 0001697500 2026-09-22 2026-09-22

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): September 22, 2026

SOLARIS ENERGY INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38090

81-5223109

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9651 Katy Freeway, Suite 300

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

(281) 501-3070

(Registrant’s telephone number, including area code)

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

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.01 par value

“SEI”

New York Stock Exchange

Indicate by check mark

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 7.01.

Regulation FD Disclosure.

On September 22, 2026, Solaris Energy Infrastructure, Inc. (the “Company”) announced that, subject to market conditions, Solaris Energy Infrastructure, LLC (the “Issuer”), a subsidiary of the Company, intends to offer for sale $1.0 billion aggregate principal amount of Senior Notes due 2032 (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 “Securities Act”). In connection with the Offering, the Company is providing certain information regarding the Company to prospective investors in a preliminary offering memorandum, dated September 22, 2026, and such information is furnished as Exhibit 99.1 hereto. The Issuer intends to use the net proceeds from the Offering for general corporate purposes, growth capital expenditures and to pay fees and expenses related to the Offering.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 and set forth in Exhibit 99.1 hereto 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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01.

Other Events.

The Company is filing as Exhibit 99.2 hereto a press release issued on September 22, 2026 announcing the Offering. The contents of such press release are incorporated by reference in this Item 8.01.

This Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, is not an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Certain information being provided to potential investors in the Offering.

99.2

Press Release dated September 22, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 22, 2026

SOLARIS ENERGY INFRASTRUCTURE, INC.

By:

/s/ STEPHAN E. TOMPSETT

Name:

Stephan E. Tompsett

Title:

Chief Financial Officer

EX-99.1

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EX-99.1

Exhibit 99.1

Company Overview

We deliver

comprehensive power infrastructure solutions including generation, distribution, installation and commissioning, aftermarket support, and operations and maintenance to data center, industrial, utility and other commercial end-markets. We also deliver services for the management of raw materials used in oil and natural gas well completions. Headquartered in Houston, Texas, Solaris Energy Infrastructure, Inc. (together with its

consolidated subsidiaries, “Solaris,” the “Company,” “we,” “our” and “us”) delivers these offerings through its Solaris Power Solutions and Solaris Logistics Solutions business segments.

The Company has undergone a strategic transformation since 2024, evolving into a leading provider of turn-key, co-located, behind-the-meter power for some of the world’s largest technology companies. Its integrated offering spans site

construction, fuel sourcing and last-mile delivery, power generation, emissions control, power control and distribution, battery energy storage systems, and full operations and maintenance — making Solaris a true

one-stop shop for critical power infrastructure independent of grid interconnection constraints. The transformation is significantly advanced as highlighted by Solaris’ second quarter 2026 financial

performance, whereby the Power Solutions segment generated approximately 80% of Solaris’ total segment Adjusted EBITDA and is expected to contribute more than 90% of segment results in the future. We define EBITDA as net income, plus

(i) depreciation and amortization expense, (ii) interest expense and (iii) income tax expense, including franchise taxes, and Adjusted EBITDA as EBITDA plus (i) stock-based compensation expense and (ii) certain non-cash items and extraordinary, unusual or non-recurring gains, losses or expenses.

Solaris Power Solutions

Solaris Power Solutions delivers

end-markets.

Solaris generates revenue in this segment primarily through long-term, fixed-fee leasing and service contracts with investment-grade counterparties. These multi-year arrangements provide recurring and predictable cash flows obligating fuel and power price risks to the customer. This

infrastructure-like earnings profile is supported by fully integrated in-house engineering and project execution capabilities. Once equipment is operational, maintenance capital expenditures are relatively

low, enabling the generation of strong project-level and corporate free cash flow.

Solaris has firm equipment orders in place with original equipment

manufacturers for power generation capacity that is scheduled to reach more than 3,300 MW by the end of 2029, a significant increase from approximately 950 MW operated on average during the second quarter ended June 30, 2026. Solaris’

critical power generation and distribution services provide power for technology and industrial end-markets independent of grid interconnection constraints. The Solaris Power Solutions segment represented

approximately 80% of Solaris’ total segment Adjusted EBITDA for the second quarter of 2026. Upon full deployment of its power generation fleet by the end of 2029, Solaris Power Solutions is expected to represent more than 90% of total segment

Adjusted EBITDA, reflecting the strategic transformation toward long-term, contracted power generation and infrastructure services. For that period, Solaris’ potential illustrative run-rate Adjusted

EBITDA would be approximately $1,000 million,1 net to Solaris and excluding additional Adjusted EBITDA attributable to potential new contracts on approximately 900 to 1,000 MW of capacity

that is currently not subject to long-term contracts.

Customer Contracts Summary

As of the date of this offering memorandum, we have entered into three significant agreements to provide power generation capacity for data center customers in

the artificial intelligence computing sector. Each contract is structured predominantly as a fixed-fee arrangement.

Stateline Power, LLC (“Stateline”), a variable interest entity in which Solaris holds a 50.1% equity interest, will provide approximately

900 MW of off-grid power generation capacity to a data center customer with deliveries expected through the first quarter of 2027.

On February 12, 2026, we entered into an agreement (the “Hatchbo Agreement”) with Hatchbo, LLC (“Hatchbo”). The Hatchbo Agreement

initially provided approximately 530 MW of power generation equipment to Hatchbo, an affiliate of an investment-grade global technology company. In the second quarter of 2026, we amended the Hatchbo Agreement to add incremental generation capacity

as well as balance of plant equipment, including batteries, and in July 2026, we signed an amendment converting the Hatchbo Agreement into a final operating agreement providing for the delivery and operation of a turnkey power plant of approximately

660 MW with balance of plant, batteries and energy management systems, with a contract tenor of up to 18 years (10-year base term plus an 8-year extension option).

The Customer C Agreement (as described below) provides approximately 640 MW of power capacity, including

balance of plant equipment of transformers, batteries, switchgear, etc., to an affiliate of an investment-grade technology company, with deployments across multiple sites in the continental United States beginning in the second half of 2026. Key

terms of the three contracts are summarized below:

Stateline

Hatchbo

Customer C

Executed

Apr-2025

Feb-2026; Amended May-2026 and Jul-2026

Apr-2026

Contracted Capacity

~900 MW

~660 MW

~640 MW

Tenor

7 years

10 + 8-year option

10 + 5-year option

Cancellation Terms

100% (Years 1–3) / 50% (Year 4+) of remaining undiscounted revenue obligation, including escalations

50% of remaining undiscounted revenue obligation plus the discounted sum of 100% of remaining payments under the services agreement

50% of remaining undiscounted revenue obligation

Reflects potential illustrative run-rate Adjusted EBITDA calculated as:

(i) $820 million of estimated annual Adjusted EBITDA contribution from approximately 1,850 MW of net capacity under existing long-term contracts, assuming such contracts are not terminated or otherwise canceled during their stated terms, plus

(ii) $150 million of estimated Adjusted EBITDA attributable to the HVMVLV Acquisition, the GESA Acquisition and the Omega Acquisition, plus (iii) $90 million of estimated Adjusted EBITDA attributable to Solaris Logistics Solutions, which

represents a 10% discount to the annualized second quarter 2026 Solaris Logistics Solutions Adjusted EBITDA ($25.0 million multiplied by four), less (iv) $60 million of estimated corporate expenses, which represents an approximate 15%

increase to the annualized second quarter 2026 Corporate Expenses (i.e., corporate employee salaries and expenses, headquarters office rental, and legal and professional fees) ($12.9 million multiplied by four). This metric is in no way

intended to provide guidance and should not be interpreted as the Company’s expectations regarding actual results for any future period; rather, this is intended to provide an illustrative case for our long-term contracted capacity. Our actual

results could be materially different and lower than this amount.

Omega Acquisition

On September 1, 2026, we acquired Omega Foundation Services LLC (“Omega”), a specialized engineering, procurement and construction firm with

significant expertise in heavy civil construction across multiple end markets, including large-scale data centers LNG facilities, industrial projects and government infrastructure (the “Omega Acquisition”). With the benefit of the Omega

Acquisition, the Company is less reliant upon third-party engineering, procurement and construction contractors for early-stage site preparation, heavy civil construction and electrical substation development which could become a potential

bottleneck for its projects and the industry overall. The acquisition extends the Company’s full-cycle power solutions offering, which now spans early-stage site services, front-end plant installation

and commissioning services, and electrical substation development. We believe the transaction addresses one of the principal bottlenecks constraining power project delivery by bringing in-house a large team of

skilled professionals with decades of specialized EPC experience across a wide range of applications and industries. By internalizing these capabilities, the Company expects to exercise greater control over the scope and sequencing of complex power

project construction, improving cost and schedule certainty for both the Company and its customers.

Consideration for the transaction consisted of

approximately $101 million in cash, the assumption of approximately $28 million of debt and lease obligations, and the issuance of approximately 3.6 million shares of Class A common stock of Solaris Energy Infrastructure, Inc.

(the “Parent”). The Company has worked alongside the Omega team across multiple locations over the prior two years, which we expect to minimize integration risk and support Omega’s growth as part of the combined Company. Omega has

historically performed work for a range of third-party customers across multiple end markets, including large-scale data centers, LNG facilities, industrial projects and government infrastructure, and is expected to continue to serve third-party

customers following the Omega Acquisition in addition to performing work on the Company’s own power projects. Omega’s work is performed principally under master service agreements and project-specific work orders predominately under cost

plus contracts.

GESA Acquisition

On July 1,

2026, we completed the acquisition of Global Energy Services Alliance, Inc. (“GESA”), a full cycle power generation service provider formed through the combination of Baseload Power, a U.S. provider of power generation aftermarket

solutions, and Pro-Per Energy Services, a global provider of power plant installation and operations and maintenance services (the “GESA Acquisition”). The GESA Acquisition scales our in-house capabilities across the full life of a generation asset, spanning front-end plant installation and commissioning, long-term operations, and life-of-asset repair and maintenance. The GESA Acquisition also added more than 1 GW of installed generation capacity under operations and maintenance service arrangements

across domestic and international markets. It also deepens our technical talent bench, adding personnel with decades of operations, maintenance, installation and commissioning, and repair experience across a broad range of installed generator and

turbine classes, including aeroderivative, industrial, heavy-duty, hydroelectric and steam units. The transaction was funded with approximately $52.4 million of cash consideration (subject to customary post-closing adjustments) and approximately

2.9 million shares of Parent’s Class A common stock.

Genco Acquisition

In March 2026, we acquired Genco Power Solutions, a distributed power generation business (the “Genco Acquisition”). The Genco Acquisition will add

approximately 400 MW of incremental natural gas-fueled generation capacity to Solaris on a phased basis between 2026 and 2028, inclusive of approximately 100 MW of currently operated and contracted capacity.

In addition, in March 2026, we secured 30 turbine delivery slots from a private party, which will provide over 500 MW of incremental power generation

capacity between early 2027 and 2029.

Further, in September 2026, we secured two turbines from a private party for approximately $114.0 million in

cash. These units are expected to provide over 66 MW of incremental power generation capacity beginning in the first quarter of 2027. We also secured an additional five turbines in the second quarter of 2026 and one additional turbine in third

quarter 2026 from a supplier that will provide approximately 100 MW of incremental power generation capacity, subject to satisfaction of milestones payments.

Solaris Logistics Solutions

designs and manufactures specialized equipment, which combined with field technician support, last mile and mobilization logistics services and software solutions, enables the Company to provide a service offering that helps oil and natural gas

operators and their suppliers drive efficiencies that reduce operational footprint and costs during the completion phase of well development. As of the second quarter of 2026, Solaris Logistics Solutions contributed approximately 20% of total

segment Adjusted EBITDA. Upon full deployment of its power generation fleet by the end of 2029, Solaris Logistics Solutions is expected to contribute less than 10% of total segment Adjusted EBITDA, providing stable cash flow and operational support

alongside the Solaris Power Solutions platform.

Competitive Strengths

Leading Provider of Integrated Behind-the-Meter (“BTM”) Power

Solutions for Data Center and Industrial Loads

Solaris operates multiple

behind-the-meter power generation and distribution plants serving both AI and cloud-based data centers, as well as other industrial and energy customers, with a

demonstrated track record of deploying and operating modular generation at scale. We operate across multiple U.S. end markets, including data centers, energy, and other commercial and industrial applications. Solaris’ BTM generation operates

independently of grid interconnection constraints, enabling shorter deployment timelines compared to grid-connected solutions. Solaris has developed operating scale and execution experience, as well as a vertically integrated service model, which

differentiates it from newer market entrants.

Durable Cash Flow Visibility Through Long-Term Contracts with Investment-Grade Counterparties, Low

Commodity Price Risk, and Strong Free Cash Flow After Investment Phase

The majority of Solaris Power Solutions’ revenue is generated under

long-term, fixed fee contracts with investment-grade hyperscaler counterparties. Growth capital is deployed primarily against executed contracts with defined tenors, including most recent contracts at 10 to 18 years, and substantial contractual

termination protections. These contracts provide Solaris with recurring, predictable cash flows and importantly do not expose Solaris to fuel and power price risk. As a result, Solaris’ earnings profile has shifted toward contracted,

infrastructure-like cash flow characteristics. Once equipment is operating and initial project investment is completed, maintenance capital expenditures are relatively low, resulting in strong project-level free cash flow.

Diversity of Customers for Solaris Power Solutions

Solaris has secured three long-term power contracts with investment-grade technology customers, providing approximately 2,200 MW of generation capacity

along with associated balance-of-plant and other project scope. Including energy and other large commercial and industrial end users, Solaris Power Solutions’

portfolio includes more than 2,300 MW of long-term contracted capacity. This diversified customer base and contract mix reduces reliance on any single deployment while supporting long-duration, stable cash flows.

Integrated Turnkey Model with In-House Technical and Engineering Capabilities

Following the acquisition of HVMVLV, LLC in August 2025 (the “HVMVLV Acquisition”), the GESA Acquisition in July 2026, and the Omega Acquisition in

September 2026, Solaris has internalized capabilities spanning the full lifecycle of a power project. The HVMVLV Acquisition internalized key electrical control, distribution,

balance-of-plant design, power plant installation and operations and maintenance service capabilities required for large-scale power deployments. The GESA Acquisition

added aftermarket repair and maintenance, installation and commissioning, and long-term operations capabilities across a broad range of generator and turbine classes. The Omega Acquisition further extended the offering to early-stage site

preparation and construction and electrical substation development. This integrated model allows Solaris to offer a turnkey solution encompassing electrical distribution design and customization, site preparation and construction, installation and

commissioning, operations, and aftermarket support services. Vertical integration reduces execution risk, streamlines deployment, and supports repeatable project delivery across sites. These capabilities position Solaris earlier in customer project

planning and increase the depth of customer integration.

Synergistic Business Model Supported by a Cash-Generating Logistics Segment

Solaris’ legacy Logistics Solutions segment maintains a leading position in electric-powered sand handling equipment and generates stable cash flow with

modest ongoing capital requirements. This segment provides internally generated capital to support investment in the Power Solutions segment. Operating across two equipment-based infrastructure segments allows Solaris to leverage operational

expertise in asset deployment, utilization, and lifecycle management. The combination enhances cash flow diversity while supporting disciplined capital allocation.

Aligned, Founder-Led Management Team with Experience Scaling Infrastructure Platforms

Solaris’ founder-led management team has extensive experience building and scaling asset-intensive infrastructure

businesses across power, logistics, and water sectors. Management retains approximately 20% insider ownership, aligning leadership incentives with long-term stakeholder outcomes. This ownership structure has supported a measured approach to capital

allocation, including the use of equity alongside debt to fund growth. Management’s track record reflects a focus on scalability, risk management, and balance sheet discipline.

Growth Strategies

Scaling Generation Capacity to Meet Growing AI and Data Center Power Demand

Solaris is expanding its power generation capabilities to address demand from large-scale AI and data center customers with multi-year capacity requirements.

The Company operated approximately 950 MW in the second quarter of 2026 and has placed orders to bring its deployed capacity to over 3,300 MW by the end of 2029. Capacity additions are largely aligned with contracted or advanced-stage commercial

discussions and opportunities. We estimate that our current and planned investments in our power generation platform represent approximately $5 billion of aggregate capital, and we currently expect consolidated capital expenditures of

approximately $1,955 million for the year ending December 31, 2026, and we expect our capital expenditures to remain significant thereafter as we deploy additional contracted capacity. This estimate is based on management’s current

plans and assumptions and is subject to change. This expansion is expected to drive increasing earnings contribution as deployed capacity ramps.

Expanding Turnkey Offerings Through Enhanced Project Scope

Solaris is increasing the scope of services provided per project by investing in expanded

balance-of-plant offerings, including transformers, switchgear, batteries, energy management systems and natural gas infrastructure, as well as expanded services to

support these projects such as site preparation and construction, installation and commissioning. Expanding scope increases capital invested per deployment while maintaining return profiles, contributing to higher EBITDA potential per project. These

capabilities further integrate Solaris equipment into customer operations and increase switching costs over the asset life. The strategy supports deeper customer relationships and higher per-site economic

contribution.

Pursuing Organic and Inorganic Growth in Adjacent Power Markets

Solaris evaluates acquisition opportunities which add technical capabilities, expand addressable markets, or improve vertical integration. Recent transactions,

including the Genco Acquisition, the HVMVLV Acquisition, the GESA Acquisition and the Omega Acquisition, illustrate this approach. Growth opportunities are assessed with a focus on strategic fit, execution risk, cash flow certainty and the ability

to strengthen our business and financial profile.

Optimizing Capital Structure to Support Long-Term Infrastructure Growth

To support the execution of its long-term infrastructure growth strategy, Solaris is optimizing its capital structure to align funding duration with the

stability and tenor of its contracted cash flows. The Company has strengthened its balance sheet to support ongoing fleet expansion and entered into the Revolving Credit Facility in May 2026 concurrently with the issuance of our 6.375% Senior Notes

due 2031 (the “Existing Senior Notes”) to help maintain significant liquidity and financial flexibility during the growth phase. As of June 30, 2026, Solaris had availability under the Revolving Credit Facility of approximately

$575.0 million (after giving effect to $75.0 million of outstanding letters of credit). Proceeds from this notes offering will provide funding to support executed contracts and anticipated future contracts, appropriately aligning the

balance sheet with the underlying contracts and assets.

Positioned to Benefit from U.S. Electrification and Onshoring Trends

Solaris is positioned to benefit from projected increases in U.S. electricity demand driven by data centers, manufacturing onshoring, and broader

electrification. A significant portion of forecasted power demand growth is occurring outside traditional AI applications, expanding the addressable market for BTM solutions. Solaris’ simple-cycle

gas-fired BTM generation is increasingly cost-competitive with grid-supplied power while offering faster time-to-power. These

dynamics support continued demand for distributed generation solutions over the medium term.

Maintaining a Strong Balance Sheet

In parallel with the financing strategy, Solaris maintains a disciplined approach to balance-sheet management while pursuing growth, prioritizing liquidity and

financial flexibility during the investment phase. Growth capital is deployed primarily against contracted projects with fixed-fee revenue structures, with commodity and fuel price risk contractually passed

through to customers, limiting earnings volatility. Management has demonstrated a willingness to balance debt and equity funding, issuing approximately $1,000 million of equity alongside debt to support major growth initiatives and preserve

balance-sheet strength. As of June 30, 2026, after giving effect to the completion of this offering and the use of proceeds therefrom, the leverage of Solaris Energy Infrastructure, LLC, a subsidiary of the Parent (the “Issuer”),

would have been approximately 5.3x (based on the debt at the Issuer level, comprised of the $1,000 million of notes offered hereby and the $1,300 million of Existing Senior Notes and excluding the Parent’s outstanding 4.75%

Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) and outstanding 0.25% Convertible Senior Notes due 2031 (the “2031 Convertible Notes” and, together with the 2030 Convertible Notes, the “Convertible

Notes”), the subordinated intercompany convertible notes issued by the Issuer to the Parent in aggregate principal amounts equal to the outstanding amounts under the Convertible Notes (the “Intercompany Convertible Notes”) and the

Loan and Security Agreement, dated as of May 23, 2025, entered into by Stateline with Stonebriar, as lender, administrative agent and

collateral agent (the “Stateline Term Loan”), divided by approximately $433 million of Adjusted EBITDA for the quarter ended June 30, 2026 on an annualized basis).

Annualized Adjusted EBITDA for the quarter ended June 30, 2026 may not be representative of performance over an extended period and does not take into account other future market conditions that may impact the business. As contracted cash flows

scale and capital intensity moderates, Solaris targets a net leverage profile of approximately 3.0x net debt to Adjusted EBITDA, consistent with infrastructure-oriented credit metrics.

Recent Developments

Revolving Credit

Facility

On May 12, 2026, we entered into a revolving credit facility with MUFG Bank, Ltd., as administrative agent (the “Agent”),

and a syndicate of lenders (the “Credit Agreement”), with commitments in the aggregate principal amount of $650 million (the “Revolving Credit Facility”). Obligations under the Revolving Credit Facility are

(i) guaranteed by the Parent and the same subsidiaries thereof that will guarantee the notes offered hereby and (ii) secured by a pledge of the Parent’s equity interests in the Issuer and by a lien on substantially all assets of the

Issuer and the subsidiary guarantors. Obligations under the Revolving Credit Facility will mature on the earlier of (a) the date that is the five-year anniversary of the closing date of the Revolving Credit Facility and (b) the date that

is 91 days prior to the maturity of any indebtedness for borrowed money of the Issuer or any restricted subsidiary in an aggregate principal amount of $150 million or more. As of June 30, 2026, there were no borrowings outstanding under

the Revolving Credit Facility, and standby letters of credit with an aggregate face amount of $75.0 million had been issued under the letter of credit sublimit, resulting in $575.0 million of availability under the Revolving Credit

Facility.

Concurrently with this offering, we expect to enter into an amendment (the “Credit Agreement Amendment”) of the Credit Agreement

to, among other things (i) increase the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to a maximum aggregate principal amount of $850.0 million, through the exercise in

full of the incremental commitment feature under the Credit Agreement, and (ii) increase the letter of credit sublimit under the Revolving Credit Facility from $150.0 million to $325.0 million. The closing of the Credit Agreement

Amendment is subject to obtaining lender commitments and the satisfaction of other customary conditions set forth in the Credit Agreement Amendment, and there can be no assurance that it will be consummated on the terms described herein, on the

anticipated timing or at all. The closing of this offering is not conditioned on the closing of the Credit Agreement Amendment or the consummation of the incremental commitment exercise.

See “Description of Other Indebtedness—Revolving Credit Facility.”

Recent Contracts

On April 24, 2026, we entered into

a Master Equipment Rental Agreement (the “Customer C Agreement”) with a new customer (“Customer C”) to provide approximately 640 MW of power generation equipment and balance-of-plant to support Customer C’s power demand for artificial intelligence computing needs at its data center. Customer C is an affiliate of an investment-grade technology company and industry

leader in the evolving artificial intelligence computing industry.

In July 2026, we signed additional agreements which expand the scope of the Customer C

Agreement to include additional balance of plant and energy storage assets, as well as management of natural gas on a cost-plus basis. In July 2026, a large energy customer also expanded its contracted capacity to approximately 80 MW from 60 MW and

extended the contract tenor from four years to six years.

In July 2026, we also signed an amendment converting the Hatchbo Agreement into a final

operating agreement, expanding the scope of services to include the delivery and operation of a turnkey power plant of approximately 660 MW with balance of plant, batteries and energy management systems designed to manage artificial intelligence

workloads. In connection with this amendment, the contract tenor was extended to up to 18 years (10-year base term plus an 8-year extension option) from up to 15 years (10-year base term plus a 5-year extension option).

Risk

Factors

Risks Related to Our Business

The engineering, construction and services businesses we have recently acquired have significantly expanded our workforce and increased the number of

projects we execute, and our management team may not be able to effectively manage this broader, more labor-intensive operating footprint.

The GESA Acquisition and the Omega Acquisition have transformed us from a primarily equipment-based lessor

into a business that also performs labor-intensive engineering, procurement, construction and services work. As a result, our operations now depend on the successful execution and integration of businesses with different workforces, systems and

operating requirements.

We employed 468 employees as of December 31, 2025, and, following the GESA Acquisition and the Omega Acquisition, we now

employ more than 2,100 employees and are executing individual projects across numerous sites. Our execution risk is now more broadly based and distributed across several concurrent projects and geographies rather than concentrated in a smaller

number of equipment deployments.

These businesses expose us to risks to which we have historically had limited exposure, including project cost

estimation and fixed-price or milestone-based contract risk, schedule and completion risk, subcontractor and craft labor availability and performance, jobsite health and safety incidents, warranty and rework claims, and workforce and payroll

administration across multiple jurisdictions. A failure to attract, retain and supervise skilled craft and project management personnel, integrate acquired accounting, project controls and safety systems, or maintain internal control over financial

reporting across the acquired businesses could result in project losses, liability, reputational harm and a material adverse effect on our business, financial condition and results of operations, and on our ability to service the notes.

EX-99.2

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EX-99.2

Exhibit 99.2

Solaris Energy Infrastructure Announces Offering of $1.0 Billion of Senior Notes due 2032

September 22, 2026

HOUSTON—(BUSINESS

WIRE)—Solaris Energy Infrastructure, Inc. (NYSE: SEI) (“Solaris”) today announced that Solaris Energy Infrastructure, LLC (the “Issuer”), a subsidiary of Solaris, intends, subject to market and other conditions, to

offer (the “Offering”) for sale $1.0 billion aggregate principal amount of Senior Notes due 2032 (the “Notes”). The Issuer intends to use the net proceeds from the Offering for general corporate purposes, growth capital

expenditures and to pay fees and expenses related to the Offering. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Solaris and all of the Issuer’s existing and future subsidiaries that guarantee certain

indebtedness of the Issuer or a subsidiary guarantor, including the Issuer’s revolving credit facility.

The Notes have not been and will not be

registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the

registration requirements of the Securities Act and applicable state securities laws. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States only in compliance with Regulation S under the Securities Act.

This press

release does not constitute an offer to sell or the solicitation of an offer to buy any of these Notes, nor shall there be any sale of these Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release

is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

About Solaris Energy Infrastructure, Inc.

Solaris Energy Infrastructure, Inc. (NYSE: SEI) delivers comprehensive power infrastructure solutions including generation, distribution, installation and

commissioning, aftermarket support, and operations and maintenance. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including data centers, energy, and other commercial and industrial sectors. Additional information is

available on our website, solaris-energy.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities

Exchange Act of 1934, as amended. Examples of forward-looking statements include, but are not limited to, statements regarding the Offering, the terms of the Notes and the intended use of proceeds therefrom. Forward-looking statements are based on

Solaris’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and

changes in circumstances that are difficult to predict. As a result, Solaris’s actual results may differ materially from those contemplated by the forward-looking statements. Factors that could cause Solaris’s actual results to differ

materially from the results contemplated by such

forward-looking statements include, but are not limited to, the factors discussed or referenced in Solaris’s filings made from time to time with the U.S. Securities and Exchange Commission

(the “SEC”), including the other risk factors and cautionary statements in Solaris’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on

February 27, 2026, any subsequently filed Quarterly Reports on Form 10-Q, and Solaris’s other filings with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements,

which speak only as of the date hereof. Factors or events that could cause Solaris’s actual results to differ may emerge from time to time, and it is not possible for Solaris to predict all of them. Solaris undertakes no obligation to publicly

update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Yvonne Fletcher

Senior Vice President, Finance and Investor

Relations

(281) 501-3070

IR@solaris-energy.com

Source: Solaris Energy Infrastructure,

Inc.

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