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|8-KFeb 23, 8:37 AM ET

Select Water Solutions, Inc. 8-K

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Select Water Solutions Announces $175M Underwritten Public Offering

What Happened
Select Water Solutions, Inc. (WTTR) announced the pricing of an underwritten public offering of $175.0 million of its Class A common stock. The offering is being conducted under a Form S-3 registration statement that became effective on February 19, 2026; the underwriting agreement was entered into on February 19, 2026 with J.P. Morgan Securities LLC and BofA Securities, Inc. as lead representatives. The company granted the underwriters a 30‑day option to purchase up to $26.25 million of additional shares. Select Water expects net proceeds of approximately $166.6 million and plans to use the proceeds to purchase SES Holdings LLC common units from SES Holdings LLC (13,725,491 units, or 15,784,315 units if the underwriters exercise their option in full). The company also agreed to a customary 60‑day standstill on share sales without underwriter consent.

Key Details

  • Offering size: $175.0 million of Class A common stock; underwriters’ 30‑day option up to $26.25 million.
  • Estimated net proceeds: approximately $166.6 million.
  • Intended use of proceeds: purchase 13,725,491 SES Holdings LLC units (15,784,315 units if option exercised) at a per‑unit price tied to the offering price less underwriting discounts/commissions.
  • Underwriting reps: J.P. Morgan Securities LLC and BofA Securities, Inc.; registration statement on Form S-3 became effective Feb 19, 2026; underwriting agreement dated Feb 19, 2026.
  • Shareholder restrictions: company agreed not to sell or transfer shares for 60 days after the underwriting agreement without underwriter consent.

Why It Matters
This financing will raise capital and pass most of the cash directly to SES Holdings LLC through the company’s purchase of SES units, giving SES additional funds for water infrastructure growth projects, potential acquisitions, or repayment of debt under its sustainability‑linked credit facility. For investors, the primary effects to watch are dilution from the new shares (and possible additional dilution if the underwriter option is exercised) and the shift of proceeds into an affiliated entity (SES Holdings LLC). The filing also includes typical underwriting protections (indemnities and lock‑up provisions) that can affect share liquidity in the near term.