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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38090

SOLARIS ENERGY INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)


Delaware	81-5223109
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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)

(Former name, former address and former fiscal year, if changed since last report)

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

NYSE Texas, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, the registrant had 48,802,385 shares of Class A common stock, $0.01 par value per share, and 19,655,171 shares of Class B common stock, $0.00 par value per share, outstanding.

Table of Contents

SOLARIS ENERGY INFRASTRUCTURE, INC.

TABLE OF CONTENTS


		Page
Cautionary Statement Regarding Forward-Looking Statements		1
PART I: FINANCIAL INFORMATION		4
Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	43
PART II: OTHER INFORMATION		44
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	49
Item 6.	Exhibits	50
SIGNATURES		53

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve risks, uncertainties and assumptions. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “could,” “may,” “continue,” “predict,” “potential,” “plan,” “will,” “should” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include statements about our business strategy, industry, future profitability, expected capital expenditures and the impact of such expenditures on our performance, management changes, current and potential future long-term contracts, our capital programs and our future business and financial performance. In addition, our forward-looking statements address the various risks and uncertainties associated with extraordinary market environments and the expected impact on our businesses, results of operations, and earnings.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

●

the level of domestic spending and access to capital markets which we serve, namely (i) power generation and (ii) the oil and natural gas industry;

●

uncertainty regarding the future actions of oil producers, including the members of the Organization of the Petroleum Exporting Countries (OPEC) and Russia and the actions taken to set, maintain or cut production levels;

●

changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements, and the impact of such policies on us, our customers and the global economic environment;

●

the success of Stateline (as defined in Note 2. “Variable Interest Entities”) and its impact on the financial condition and results of operations of our Solaris Power Solutions segment;

●

developments and uncertainty in the global economy generally, and/or the energy, power and infrastructure sectors specifically, and the resulting impacts to the demand and supply for power generation or crude oil and natural gas or volatility of the prices for such projects, and therefore the demand for the services we provide and the commercial opportunities available to us;

●

volatility in the political, legal and regulatory environments, including the impact of a prolonged federal government shutdown or lapse in federal appropriations that could disrupt our operations and future plans and opportunities;

●

geopolitical risks, including the war between Russia and Ukraine, the Israel and Hamas conflict and continued hostilities in the Middle East which could each affect the stability and continued recovery of oil and gas markets;

●

uncertainty regarding methods by which the growing demand for power generation will be met in both the short and long term;

●

customer concentration and the potential for future consolidation amongst current or potential customers that could affect demand for our products and services;

Table of Contents

●

inflationary risks, increased interest rates, central bank policy, bank failures and associated liquidity risks and supply chain constraints, including changes in market price and availability of materials and labor;

●

significant changes in the transportation industries or fluctuations in transportation costs or the availability or reliability of transportation that service our business;

●

large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;

●

epidemics or pandemics, including the effects of related public health concerns and the impact of continued actions taken by governmental authorities and other third parties in response to pandemics and their impact on commodity prices, supply and demand considerations and storage capacity;

●

technological advancements in well completion technologies and our ability to expand our product and service offerings;

●

competitive conditions in our industry;

●

inability to fully protect our intellectual property rights;

●

actions taken by our customers, competitors and third-party operators;

●

changes in the availability and cost of capital;

●

our ability to successfully implement our business strategy;

●

increases in tax rates or the enactment of taxes that specifically impact exploration and production related operations resulting in an increase in the amount of taxes owed by us;

●

the effects of existing and future laws, rulings, governmental regulations and accounting standards and statements (or the interpretation thereof) on us and our customers;

●

cyber-attacks targeting systems and infrastructure used by the power generation and oil and natural gas industries;

●

the effects of pending and future litigation, including a federal securities lawsuit styled Stephen Pirello v. Solaris Energy Infrastructure, Inc., et al., Case No. 4:25-cv-01455, filed in the United States District Court for the Southern District of Texas;

●

credit markets;

●

business acquisitions;

●

natural or man-made disasters and other external events that may disrupt our manufacturing operations;

●

environmental and climate change regulations and policies, and the impact of such regulations and policies on us and our customers;

●

the timing of regulatory proceedings and approvals, and the impact of such proceedings and approvals on us and our customers;

●

health, safety and environmental risks;

●

uncertainty regarding our future operating results; and

●

plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.

Table of Contents

All forward-looking statements speak only as of the date of this Quarterly Report. You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and under Part II, Item 1A. “Risk Factors” of this Quarterly Report and in our other filings with the United States Securities and Exchange Commission (the “SEC”), which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. 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.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1: Financial Statements

SOLARIS ENERGY INFRASTRUCTURE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)


	September 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	106,704	$	114,255
Restricted cash		—		45,612
Accounts receivable, net of allowances for credit losses of $1,182 and $681, respectively		130,367		71,774
Prepaid expenses and other current assets		12,095		8,387
Inventories		12,413		10,948
Total current assets		261,579		250,976
Property, plant and equipment, net		277,261		298,828
Equipment held for lease, net		763,090		339,932
Non-current inventories		1,435		1,693
Non-current receivables, net of allowances for credit losses of $341 and $654, respectively		—		1,069
Operating lease right-of-use assets		9,583		9,966
Goodwill		106,448		103,985
Intangible assets, net		62,740		71,521
Deferred tax assets, net		78,665		43,574
Other assets		6,290		1,337
Total assets	$	1,567,091	$	1,122,881
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	42,644	$	21,092
Accrued liabilities		32,671		23,159
Deferred revenue		6,717		4,924
Payables related to Tax Receivable Agreement, current portion		1,791		3,610
Finance lease liabilities, current portion		1,833		2,307
Operating lease liabilities, current portion		1,843		1,599
Long-term debt, current portion		17,878		8,125
Other current liabilities		3,860		717
Total current liabilities		109,237		65,533
Long-term debt, net of current portion		364,868		307,605
Convertible notes		149,528		—
Payables related to Tax Receivable Agreement, net of current portion		75,143		73,730
Operating lease liabilities, net of current portion		7,482		8,058
Finance lease liabilities, net of current portion		1,791		1,182
Other long-term liabilities		44		44
Total liabilities		708,093		456,152
Commitments and contingencies (Note 17)
Stockholders' equity:
Preferred stock, $0.01 par value, 50,000 shares authorized, none issued and outstanding		—		—
Class A common stock, $0.01 par value, 600,000 shares authorized, 48,654 shares and 38,013 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		467		359
Class B common stock, $0.00 par value, 180,000 shares authorized, 19,655 shares and 29,107 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; convertible into Class A common stock on a one-for-one basis		—		—
Additional paid-in capital		511,988		337,598
Retained earnings		34,099		17,664
Total stockholders' equity attributable to Solaris Energy Infrastructure, Inc.		546,554		355,621
Non-controlling interest		312,444		311,108
Total stockholders' equity		858,998		666,729
Total liabilities and stockholders' equity	$	1,567,091	$	1,122,881

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SOLARIS ENERGY INFRASTRUCTURE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

Service revenue	$	84,421	$	64,350	$	259,082	$	198,625
Service revenue - related parties		—		5,964		—		13,465
Leasing revenue		82,422		4,704		183,421		4,704
Total revenue		166,843		75,018		442,503		216,794

Operating costs and expenses:
Cost of services, excluding depreciation and amortization		52,190		45,822		158,372		131,840
Cost of leasing revenue, excluding depreciation		36,613		1,101		77,390		1,101
Non-leasing depreciation and amortization		12,598		10,059		37,624		29,558
Depreciation of leasing equipment		9,757		932		23,172		932
Gain on reversal of property tax contingency		—		—		—		(2,483)
Selling, general and administrative		15,546		8,799		45,719		25,048
Other operating expense, net		2,226		3,038		4,689		3,721
Total operating costs and expenses		128,930		69,751		346,966		189,717
Operating income		37,913		5,267		95,537		27,077
Interest expense, net		(9,038)		(2,932)		(19,691)		(4,416)
Loss on debt extinguishment		—		(4,085)		—		(4,085)
Income (loss) before income tax expense		28,875		(1,750)		75,846		18,576
Provision for income taxes		(4,061)		(460)		(13,935)		(3,662)
Net income (loss)		24,814		(2,210)		61,911		14,914
Less: net (income) loss related to non-controlling interests		(10,264)		1,242		(30,086)		(5,357)
Net income attributable to Solaris Energy Infrastructure, Inc.		14,550		(968)		31,825		9,557
Less: income attributable to participating securities		(568)		(228)		(1,417)		(707)
Net income attributable to Class A common shareholders	$	13,982	$	(1,196)	$	30,408	$	8,850

Earnings per share of Class A common stock – basic	$	0.32	$	(0.04)	$	0.77	$	0.31
Earnings per share of Class A common stock – diluted	$	0.31	$	(0.04)	$	0.74	$	0.30

Basic weighted-average shares of Class A common stock outstanding		43,770		28,377		39,283		28,433
Diluted weighted-average shares of Class A common stock outstanding		50,429		28,377		43,190		43,247

]

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SOLARIS ENERGY INFRASTRUCTURE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except per share amounts)

(Unaudited)



	Class A			Class B			Additional				Non-		Total
	Common Stock			Common Stock			Paid-in		Retained		controlling		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Earnings		Interest		Equity
Balance at December 31, 2024	38,013	$	359	29,107	$	—	$	337,598	$	17,664	$	311,108	$	666,729
Stock-based compensation	—		—	—		—		1,918		—		1,534		3,452
Net effect of deferred taxes related to the vesting of restricted stock	—		—	—		—		4,513		—		—		4,513
Vesting of restricted stock	—		9	—		—		5,726		—		(5,735)		—
Grants of restricted stock, net of forfeitures	722		—	—		—		—		—		—		—
Cancelled shares withheld for taxes from vesting of restricted stock	(297)		(3)	—		—		(7,052)		—		(3,078)		(10,133)
Distributions to non-controlling interest unitholders	—		—	—		—		—		—		(4,696)		(4,696)
Dividends paid ($0.12 per share of Class A common stock)	—		—	—		—		—		(4,686)		—		(4,686)
Other	—		—	—		—		(81)		—		—		(81)
Net income	—		—	—		—		—		5,320		7,648		12,968
Balance at March 31, 2025	38,438	$	365	29,107	$	—	$	342,622	$	18,298	$	306,781	$	668,066
Exchange of Solaris LLC units and Class B common stock for Class A common stock	2,128		21	(2,128)		—		22,689		—		(22,710)		—
Net effect of deferred taxes related to the exchange of Solaris LLC units and Class B common stock for Class A common stock	—		—	—		—		5,009		—		—		5,009
Stock-based compensation	—		—	—		—		3,102		—		2,266		5,368
Vesting of restricted stock	—		—	—		—		98		—		(98)		—
Grants of restricted stock, net of forfeitures	36		—	—		—		—		—		—		—
Cancelled shares withheld for taxes from vesting of restricted stock	(4)		—	—		—		(64)		—		(15)		(79)
Distributions to non-controlling interest unitholders	—		—	—		—		—		—		(3,237)		(3,237)
Capital contribution from non-controlling interest in Stateline	—		—	—		—		—		—		86,023		86,023
Dividends paid ($0.12 per share of Class A common stock)	—		—	—		—		—		(4,868)		—		(4,868)
Other	—		—	—		—		(88)		—		—		(88)
Net income	—		—	—		—		—		11,955		12,174		24,129
Balance at June 30, 2025	40,598	$	386	26,979	$	—	$	373,368	$	25,385	$	381,184	$	780,323
Issuance of Class B common stock and Solaris LLC units in connection with HVMVLV Acquisition	—		—	696		—		—		—		19,280		19,280
Transaction with non-controlling interest in connection with HVMVLV Acquisition	—		—	—		—		8,083		—		(8,083)		—
Net effect of deferred taxes related to the exchange of Solaris LLC units and Class B common stock for Class A common stock	—		—	—		—		37,599		—		—		37,599
Exchange of Solaris LLC units and Class B common stock for Class A common stock	8,020		80	(8,020)		—		89,148		—		(89,228)		—
Stock-based compensation	—		—	—		—		3,635		—		1,802		5,437
Stock option exercise	4		—	—		—		—		—		—		—
Vesting of restricted stock	—		1	—		—		356		—		(357)		—
Grants of restricted stock, net of forfeitures	39		—	—		—		—		—		—		—
Cancelled shares withheld for taxes from vesting of restricted stock	(7)		—	—		—		(201)		—		(57)		(258)
Distributions to non-controlling interest unitholders	—		—	—		—		—		—		(2,361)		(2,361)
Dividends paid ($0.12 per share of Class A common stock)	—		—	—		—		—		(5,836)		—		(5,836)
Net income	—		—	—		—		—		14,550		10,264		24,814
Balance at September 30, 2025	48,654	$	467	19,655	$	—	$	511,988	$	34,099	$	312,444	$	858,998

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SOLARIS ENERGY INFRASTRUCTURE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except per share amounts)

(Unaudited)



	Class A			Class B			Additional				Non-		Total
	Common Stock			Common Stock			Paid-in		Retained		controlling		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Earnings		Interest		Equity
Balance at December 31, 2023	30,448	$	290	13,672	$	—	$	188,379	$	17,314	$	109,597	$	315,580
Share repurchases and retirements	(1,108)		(11)	—		—		(7,031)		(858)		(233)		(8,133)
Net effect of deferred taxes related to the vesting of restricted stock	—		—	—		—		(422)		—		—		(422)
Stock-based compensation	—		—	—		—		1,581		—		770		2,351
Grants of restricted stock, net of forfeitures	1,175		—	—		—		—		—		—		—
Vesting of restricted stock	—		6	—		—		1,686		—		(1,692)		—
Vesting of performance-based restricted stock units	17		—	—		—		45		—		(45)		—
Cancelled shares withheld for taxes from vesting of restricted stock	(182)		(2)	—		—		(1,515)		—		(22)		(1,539)
Distributions to non-controlling interest unitholders	—		—	—		—		—		—		(1,641)		(1,641)
Dividends paid ($0.12 per share of Class A common stock)	—		—	—		—		—		(3,648)		—		(3,648)
Net income	—		—	—		—		—		4,317		2,983		7,300
Balance at March 31, 2024	30,350	$	283	13,672	$	—	$	182,723	$	17,125	$	109,717	$	309,848
Stock-based compensation	—		—	—		—		1,905		—		919		2,824
Grants of restricted stock, net of forfeitures	(8)		—	—		—		—		—		—		—
Vesting of restricted stock	—		—	—		—		29		—		(29)		—
Cancelled shares withheld for taxes from vesting of restricted stock	(4)		—	—		—		(31)		—		—		(31)
Distributions to non-controlling interest unitholders	—		—	—		—		—		—		(1,641)		(1,641)
Dividends paid ($0.12 per share of Class A common stock)	—		—	—		—		—		(3,641)		—		(3,641)
Net income	—		—	—		—		—		6,208		3,616		9,824
Balance at June 30, 2024	30,338	$	283	13,672	$	—	$	184,626	$	19,692	$	112,582	$	317,183
Issuance of Class B common stock and Solaris LLC units in connection with MER Acquisition	—		—	16,465		—		—		—		186,378		186,378
Transaction with non-controlling interest in connection with MER Acquisition	—		—	—		—		25,254		—		(25,254)		—
Net effect of deferred taxes related to issuance of Class B common stock in connection with MER Acquisition	—		—	—		—		(5,506)		—		—		(5,506)
Vesting of restricted stock	—		1	—		—		242		—		(243)		—
Grants of restricted stock, net of forfeitures	118		—	—		—		—		—		—		—
Cancelled shares withheld for taxes from vesting of restricted stock	(1)		—	—		—		(18)		—		—		(18)
Distributions to non-controlling interest unitholders	—		—	—		—		—		—		(1,641)		(1,641)
Dividends paid ($0.12 per share of Class A common stock)	—		—	—		—		—		(3,650)		—		(3,650)
Stock-based compensation	—		—	—		—		1,734		—		1,105		2,839
Net loss	—		—	—		—		—		(968)		(1,242)		(2,210)
Balance at September 30, 2024	30,455	$	284	30,137	$	—	$	206,332	$	15,074	$	271,685	$	493,375

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SOLARIS ENERGY INFRASTRUCTURE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2025		2024
Cash flows from operating activities:
Net income	$	61,911	$	14,914
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		60,796		30,490
Stock-based compensation		17,475		7,549
Loss on debt extinguishment		—		4,085
Deferred income tax expense		12,343		3,194
Change in payables related to Tax Receivables Agreement		3,024		(39)
Other		1,553		1,743
Changes in assets and liabilities:
Accounts receivable		(52,594)		2,293
Accounts receivable - related party		—		(4,066)
Prepaid expenses and other assets		(3,831)		(1,874)
Inventories		(1,207)		(2,410)
Accounts payable		7,803		(1,681)
Accrued liabilities		7,814		(1,339)
Deferred revenue		1,793		(4,109)
Property tax contingency		—		(2,483)
Cash settlement of stock-based compensation		(3,713)		—
Net cash provided by operating activities		113,167		46,267
Cash flows from investing activities:
Business acquisition, net of cash acquired		(29,423)		(122,065)
Receivable from Sellers		—		(6,502)
Investment in property, plant and equipment and equipment held for lease		(392,256)		(61,768)
Short-term loan		(7,573)		(29,750)
Repayment of short-term loan		3,786		29,750
Other		3,389		386
Net cash used in investing activities		(422,077)		(189,949)
Cash flows from financing activities:
Share repurchases and retirements		—		(8,092)
Capital contributions from non-controlling interest in Stateline		86,023		—
Distributions to non-controlling interest unitholders		(10,294)		(4,923)
Dividends paid to Class A common stock shareholders		(15,390)		(10,939)
Payments under finance leases		(2,424)		(2,153)
Proceeds from issuance of insurance notes payable		4,535		3,553
Payments under insurance premium financing		(2,426)		(1,942)
Cancelled shares withheld for taxes from vesting of restricted stock		(10,470)		(1,588)
Payment of liabilities under Tax Receivable Agreement		(3,610)		—
Borrowings from debt financing and convertible notes		226,979		362,000
Repayments of debt financing		(4,063)		(67,000)
Payments of fees related to debt extinguishment		—		(3,976)
Payments of financing costs related to debt and convertible notes		(13,113)		(10,550)
Net cash provided by financing activities		255,747		254,390

Net (decrease) increase in cash, cash equivalents and restricted cash		(53,163)		110,708
Cash, cash equivalents and restricted cash at beginning of period		159,867		5,833
Cash, cash equivalents and restricted cash at end of period	$	106,704	$	116,541

Non-cash investing and financing activities:
Capitalized depreciation in property, plant and equipment	$	273	$	345
Capitalized stock-based compensation		493		465
Property, plant and equipment and equipment held for lease additions incurred but not paid at period-end		21,558		2,073
Reclassification of assets held for sale to property, plant and equipment		—		3,000
Additions to property, plant, and equipment through finance leases		2,689		1,352
Issuance of common stock for business acquisition		19,280		186,378
Supplemental cash flow disclosure:
Interest paid, net of capitalized interest	$	19,638	$	2,010
Interest received		3,758		766
Income taxes paid, net of refunds		950		520

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SOLARIS ENERGY INFRASTRUCTURE, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
(Dollars in millions, except share and per share amounts)

1. Business and Basis of Presentation

Business

Solaris Energy Infrastructure, Inc. (referred to as the “Company,” “we,” “us,” “our” and “Solaris” either individually or together with its consolidated subsidiaries, as the context requires) and its consolidated subsidiaries delivers power generation and distribution solutions, and logistics equipment and services, serving clients in the data center, energy, and other commercial and industrial sectors. The Company’s offerings include equipment for power generation and distribution. The Company also provides solutions for the management and logistics of raw materials used in oil and natural gas well completions. Headquartered in Houston, Texas, the Company serves multiple U.S. end markets, including energy, data centers, and other commercial and industrial sectors. The Company operates through two reportable business segments: Solaris Power Solutions and Solaris Logistics Solutions.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read together with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2025.

These consolidated financial statements reflect all normal recurring adjustments that are necessary for fair presentation. Operating results for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year or for any interim period.

2. Variable Interest Entities

On April 28, 2025, the Company formed Stateline Power, LLC (“Stateline”), a variable interest entity involving Solaris Power Solutions Stateline, LLC (“Stateline Power Solutions”), a newly formed, wholly owned subsidiary of Solaris Energy Infrastructure, LLC (“Solaris LLC”), and CTC Property LLC (“CTC”), a customer of the Company. Solaris LLC is a consolidated subsidiary of the Company.

Stateline was formed to provide off-grid power to CTC’s data center campus pursuant to a long-term equipment rental arrangement. In connection with the formation of Stateline, the Company contributed non-cash assets valued at $86.4 million, consisting primarily of progress payments on power generation equipment now owned by Stateline and pre-funded expenses, in exchange for a 50.1% equity interest in Stateline. CTC contributed $86.0 million in cash in exchange for the remaining 49.9% equity interest. CTC subsequently assigned its interest in Stateline to MZX Tech LLC (“MZX”). MZX is an affiliate of and under common control with CTC.

Concurrent with its formation, Stateline entered into (i) a management agreement with Solaris Power Solutions Stateline Operating, LLC (“Stateline Operator”), a wholly owned subsidiary of Solaris LLC, under which Stateline Operator manages Stateline’s day-to-day operations and administrative functions, (ii) a master equipment rental agreement (“Rental Agreement”) with CTC (subsequently assigned to MZX), under which Stateline will lease power generation equipment to MZX for use at its data center facility and (iii) a bill of sale, assignment and assumption agreement under which Solaris LLC assigned to Stateline certain purchase orders related to the equipment required to service the Rental Agreement.

The Rental Agreement lease commences upon completion of equipment deployment and commissioning activities. Accordingly, no rental revenue was recognized during the three and nine months ended September 30, 2025.

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The Company evaluated its interest in Stateline under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, and determined that Stateline is a variable interest entity because its equity investment at risk is not sufficient to permit it to finance its activities without additional subordinated financial support and the equity holders as a group lack the characteristics of a controlling financial interest.

The Company, through Solaris LLC, is the primary beneficiary of Stateline because it has the power to direct the activities that most significantly impact Stateline’s economic performance, primarily from its control of Stateline Operator (which has broad authority over operations, budgeting, and expenditures) and the Company’s exclusive rights to manage and redeploy Stateline’s assets subject to certain conditions. Stateline’s governance structure includes a board with two representatives appointed by the Company and two by MZX, but the Company’s operational and asset management rights establish its power over the activities that most significantly affect Stateline’s economic performance. The Company also has the obligation to absorb losses or the right to receive benefits that could potentially be significant to Stateline. As a result, the Company consolidates Stateline’s financial position and results of operations in its condensed consolidated financial statements within the Solaris Power Solutions segment.

The contribution of assets by Solaris LLC to Stateline was accounted for as a common control transaction. The assets transferred were recognized at their historical carrying amounts, consistent with the treatment that would have applied had the transfer not occurred. No gain or loss was recognized upon consolidation. The contribution of cash by MZX resulted in the recognition of a non-controlling interest representing MZX’s 49.9% equity ownership. This non-controlling interest is presented within a single line item in equity in the Company’s condensed consolidated balance sheets, together with other non-controlling interests. Refer to Note 13. “Equity and Non-controlling Interest,” for a breakdown of non-controlling interest by entity.

On May 23, 2025, Stateline entered into a delayed draw term loan facility with a lender to finance the power generation equipment to be used under the Rental Agreement. Refer to Note 10. “Debt – Stateline Term Loan” for additional information.

The Company has not provided any financial support to Stateline during the three and nine months ended September 30, 2025 that it was not contractually required to provide, and it has no current intention to provide such support beyond its existing obligations. The Company’s maximum exposure to loss from its involvement with Stateline is limited to its equity investment of $86.4 million as of September 30, 2025.

The assets of Stateline can be used only to settle its obligations, and creditors of Stateline do not have recourse to the general credit of the Company or its other subsidiaries.

The following table summarizes Stateline’s assets and liabilities, included in the Company’s condensed consolidated balance sheet as of September 30, 2025.


	September 30,
	2025
Assets
Current assets:
Cash and cash equivalents	$	40.5
Total current assets		40.5
Equipment held for lease		201.9
Other assets		5.0
Total assets	$	247.4
Liabilities
Current liabilities:
Accounts payable	$	0.6
Long-term debt, current portion		1.6
Total current liabilities		2.2
Long-term debt, net of current portion		69.6
Total liabilities	$	71.8

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3. Business Segments

We report two distinct business segments. These segments differ by their revenue-generating activities and align with how our Chief Executive Officer, who is our chief operating decision maker (“CODM”), assesses operating performance and allocates resources.

Our reporting segments are:

●

Solaris Power Solutions – delivers power generation and distribution solutions. The segment’s offerings support data center, energy, and other commercial and industrial sector customers by providing flexible, on-demand power infrastructure.

●

Solaris Logistics Solutions – designs and manufactures specialized equipment that enables the efficient management of raw materials used in the completion of oil and natural gas wells. Solaris’ equipment-based logistics services include field technician support, software solutions, and may also include last mile and mobilization services.

Our CODM evaluates the performance of our business segments and allocates resources based on Adjusted EBITDA. We define EBITDA as net income plus depreciation and amortization expense, interest expense, and income tax expense. We define Adjusted EBITDA as EBITDA plus stock-based compensation, certain non-cash items and any extraordinary, unusual or non-recurring gains, losses or expenses.

In making resource allocation decisions, our CODM primarily considers budget-to-actual variances in Adjusted EBITDA on a monthly basis.

Summarized financial information by business segment is shown below.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenue
Solaris Power Solutions	$	104.9	$	4.7	$	229.9	$	4.7
Solaris Logistics Solutions		61.9		70.3		212.6		212.1
Total revenues	$	166.8	$	75.0	$	442.5	$	216.8

Adjusted EBITDA
Solaris Power Solutions	$	58.1	$	3.1	$	135.7	$	3.1
Solaris Logistics Solutions		17.4		24.4		66.1		78.5
Total segment Adjusted EBITDA	$	75.5	$	27.5	$	201.8	$	81.6

Capital expenditures
Solaris Power Solutions	$	61.2	$	56.0	$	386.8	$	56.0
Solaris Logistics Solutions		1.5		1.7		5.2		5.5
Total segment capital expenditures	$	62.7	$	57.7	$	392.0	$	61.5
Corporate and other capital expenditures		0.1		—		0.3		0.3
Consolidated capital expenditures	$	62.8	$	57.7	$	392.3	$	61.8

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The following table presents a reconciliation of total segment Adjusted EBITDA to income before income tax expense.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024


Total segment Adjusted EBITDA	$	75.5	$	27.5	$	201.8	$	81.6
Depreciation and amortization		(22.4)		(11.0)		(60.8)		(30.5)
Interest expense, net		(9.0)		(2.9)		(19.7)		(4.4)
Corporate and other expenses (1)		(7.6)		(5.3)		(26.4)		(15.9)
Stock-based compensation expense		(5.3)		(2.7)		(13.8)		(7.5)
Acquisition and transaction costs (2)		(0.3)		(3.1)		(2.1)		(3.9)
Change in Tax Receivable Agreement liability (3)		(3.0)		—		(3.0)		—
Loss on extinguishment of debt		—		(4.1)		—		(4.1)
Property tax contingency		—		—		—		2.5
Accrued property tax		—		—		—		1.8
Other (4)		1.0		(0.2)		(0.2)		(1.0)
Income before income tax expense	$	28.9	$	(1.8)	$	75.8	$	18.6

(1)

Corporate employee salaries and expenses, corporate headquarters rental, and legal and professional fees.

(2)

Costs incurred to affect our business acquisitions and establish Stateline, including legal fees related to debt amendments to incorporate provisions for the new entity.

(3)

Increase in liability due to state tax rate change.

(4)

Credit losses, the net effect of loss/gain on disposal of assets and lease terminations, and inventory write-offs.

Segment assets are presented below.


	September 30,		December 31,
	2025		2024
Segment assets:
Solaris Power Solutions	$	1,058.2	$	535.3
Solaris Logistics Solutions		348.3		371.7
Total segment assets (1)	$	1,406.5	$	907.0
Corporate and other assets (2)		160.6		215.9
Consolidated assets	$	1,567.1	$	1,122.9

(1)

Segment assets consist of accounts receivable, prepaid expenses, inventories, goodwill and long-lived assets.

(2)

Corporate and other assets consist of cash and cash equivalents (including restricted cash, if any), prepaid expenses, deferred tax assets and other assets.

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Significant segment expenses and other segment items, representing the difference between segment revenue and Adjusted EBITDA, are comprised of the following:


	Three Months Ended				Nine Months Ended
	September 30, 2025				September 30, 2025
	Solaris Power Solutions		Solaris Logistics Solutions		Solaris Power Solutions		Solaris Logistics Solutions


Labor cost	$	6.8	$	11.6	$	14.1	$	34.9
Repairs and maintenance		3.5		3.4		11.3		9.4
Equipment rental (1)		26.8		—		53.0		—
Trucking and mobilizations (2)		—		26.6		—		94.1
Other segment items (3)		9.7		2.9		15.8		8.1
Total segment expenses	$	46.8	$	44.5	$	94.2	$	146.5

	Three Months Ended				Nine Months Ended
	September 30, 2024				September 30, 2024
	Solaris Power Solutions		Solaris Logistics Solutions		Solaris Power Solutions		Solaris Logistics Solutions


Labor cost	$	0.2	$	12.2	$	0.2	$	37.1
Repairs and maintenance		0.2		4.1		0.2		11.2
Equipment rental (1)		0.7		—		0.7		—
Trucking and mobilizations (2)		—		26.9		—		76.7
Other segment items (3)		0.5		2.7		0.5		8.6
Total segment expenses	$	1.6	$	45.9	$	1.6	$	133.6

(1)

Equipment rental is considered a significant expense in the Solaris Power Solutions segment.

(2)

Trucking and mobilizations are considered a significant expense in the Solaris Logistics Solutions segment.

(3)

Other segment items for Solaris Logistics Solutions include facilities and equipment rental, fuel, professional fees, insurance and other costs, while those for Solaris Power Solutions include facilities rental, transportation and freight, professional fees, insurance and other costs.

4. HVMVLV Acquisition

On August 15, 2025, we completed the acquisition of 100% of the outstanding equity interests in HVMVLV, LLC (“HVMVLV”), pursuant to a membership interest purchase agreement dated August 15, 2025 (the “HVMVLV Acquisition”). HVMVLV is a specialty provider of complex and fast-turnaround electrical control and distribution equipment, along with associated technical design and engineering services. The acquisition enhances our capabilities in power control and distribution solutions within the Solaris Power Solutions segment.

The HVMVLV Acquisition was accounted for using the acquisition method of accounting for business combinations. The fair value of the total purchase consideration transferred was $60.1 million, consisting of the following amounts:


		Amount
Issuance of 696,028 Solaris LLC units and an equal number of Class B common stock shares (the "equity consideration")	$	19.3
Settlement of pre-existing short-term loan receivable from HVMVLV		3.9
Initial cash consideration (net of initial working capital adjustments)		29.5
Cash paid for HVMVLV's closing cash balance		7.4
Fair value of total purchase consideration transferred	$	60.1

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The fair value of the equity consideration was determined using the closing price of the Class A common stock on the acquisition date, which was $27.70 per share. Although not publicly traded, the Solaris LLC units are exchangeable on a one-for-one basis for shares of Class A common stock. Additionally, the Class B common stock possesses identical voting rights as the Class A common stock.

On April 3, 2025, the Company extended a short-term loan to HVMVLV with a principal amount of $7.6 million. By the closing date of the HVMVLV Acquisition, the loan receivable increased to $7.8 million due to accrued interest. Of this amount, $3.9 million was settled through a reduction of the equity consideration otherwise payable to the seller and the remaining $3.9 million was settled as a reduction of cash consideration payable at closing.

The net cash consideration for the acquisition was $29.5 million, after initial working capital adjustments. The Company has 90 days from the closing date to finalize the purchase price, including any post-closing working capital adjustments.

The table below outlines our preliminary allocation of the total purchase consideration to the identifiable assets acquired and liabilities assumed, based on their fair values at the acquisition closing date.


		Amount
Cash	$	7.4
Accounts receivable		6.0
Prepaid expenses and other current assets		0.2
Equipment held for lease		45.7
Intangible assets - covenant not to compete		0.5
Other assets		0.1
Total assets acquired	$	59.9

Accounts payable	$	1.8
Accrued liabilities		0.5
Deferred tax liabilities		0.6
Total liabilities assumed	$	2.9

Net assets acquired		57.0

Goodwill	$	3.1

The fair value of the acquired equipment held for lease was determined using both cost and market approaches. The cost approach involved estimating the replacement cost of the assets and adjusting this amount for their age, condition and utility. The market approach was also considered, analyzing recent transactions of comparable property and equipment to establish fair market value. The fair value of the covenant not to compete was determined using the income approach, specifically the with-and-without method. This method estimates the present value of the incremental cash flows we expect to realize due to the existence of the covenant, measured as the difference between the projected cash flows of the acquired business with the covenant in place and those that would be expected absent such restrictions. The covenant not to compete is subject to amortization over its estimated useful life, which approximates its contractual terms.

Goodwill of $3.1 million, allocated to the Solaris Power Solutions segment, represents the excess of the purchase consideration over the fair value of identifiable net assets acquired and reflects the assembled workforce and expected growth opportunities from the acquisition. Of this amount, $1.6 million is deductible for tax purposes. Goodwill is not amortized but is tested for impairment annually, or more frequently if indicators of impairment arise.

Due to the timing of the HVMVLV Acquisition’s completion, the purchase price and related allocation are preliminary and may be revised. Adjustments could arise from changes to the purchase price, additional information obtained regarding the acquired assets and assumed liabilities and revisions to preliminary estimates of fair values including, but not limited to, certain identifiable assets acquired and liabilities assumed, contractual relationships,

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intangible assets, certain working capital items, and residual goodwill. These adjustments to the purchase price allocation could be significant. The final allocation will be completed within the measurement period, which may extend up to one year from the acquisition date.

The Company incurred acquisition-related costs of $0.2 million and $0.3 million for the three and nine months ended September 30, 2025, respectively. These costs primarily consisted of legal and consulting fees and are included in “other operating expense, net” in the condensed consolidated statement of operations.

The following table reflects pro forma revenues and net income for the three months and nine months ended September 30, 2025 and 2024, assuming the acquisition occurred on January 1, 2024. It also includes non-recurring pro forma adjustments to exclude the aforementioned acquisition-related costs. These unaudited pro forma amounts are not necessarily indicative of the actual results that would have been achieved during the periods presented, nor do they predict future performance.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenue	$	184.1	$	81.3	$	484.0	$	232.0
Net income (loss)	$	26.1	$	(0.7)	$	74.1	$	18.9

For the three and nine months ended September 30, 2025, the condensed consolidated statements of operations included revenue of $4.6 million and pre-tax income of $2.5 million from the HVMVLV Acquisition.

5. Summary of Significant Accounting Policies

(a) Recently Issued Accounting Standards

Recently Adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances reportable segment disclosure requirements, primarily by requiring additional information about significant segment expenses. The guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company adopted this guidance effective January 1, 2024 for annual reporting and on January 1, 2025 for interim periods. The Company has applied the amendments retrospectively to all prior periods presented in the condensed consolidated financial statements. See Note 3. “Business Segments” for further details on segment information.

Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This update requires entities to disclose specified information about certain costs and expenses, including the amounts related to (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depletion expense, disaggregated within relevant expense captions on the statement of operations. It also requires qualitative descriptions for amounts not separately disaggregated and the total amount of selling expenses, along with the entity’s definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Clarifying the Effective Date. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of this ASU on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregation of information included in a reporting entity’s income tax disclosures through effective tax rate reconciliation and information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the potential effects of this ASU on its condensed consolidated financial statements but does not expect it to have a material impact.

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In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU simplifies the Current Expected Losses model, including a practical expedient that allows entities to assume current economic conditions will remain stable over the life of the short-term accounts receivable and contract assets arising from revenue contracts under ASC 606, without the need to forecast future economic conditions. This standard is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of this ASU, but does not expect a material impact on its condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU updates the rules on capitalizing costs related to developing software for internal purposes, eliminating the use of specific project phases and introducing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This standard applies to fiscal years starting after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential effects of this ASU on its condensed consolidated financial statements.

(b) Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. All material intercompany balances and transactions have been eliminated in consolidation.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (“VIE”) under US GAAP.

Voting Interest Entities. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance its activities independently and the equity holders have the characteristics of a controlling financial interest, including the power to direct the activities of the entity that most significantly impact its economic performance through voting or similar rights. Voting interest entities are consolidated in accordance with ASC 810, Consolidation, if the Company owns a majority of the voting interests, unless control does not rest with the majority owner (for example, because of veto rights or other substantive participating rights held by non-controlling interest holders).

Variable Interest Entities. VIEs are entities that lack one or more of the characteristics of a voting interest entity, such as sufficient equity at risk to finance their activities without additional subordinated financial support or where the equity holders, as a group, lack the power to direct the activities that most significantly impact the entity’s economic performance. The Company consolidates a VIE in accordance with ASC 810 if it is the primary beneficiary, which occurs when the Company has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

The Company reassesses its initial evaluation of whether an entity is a VIE upon the occurrence of certain reconsideration events as defined in ASC 810. The Company also reassesses its determination of whether it is the primary beneficiary of a VIE upon changes in facts and circumstances that could potentially alter its conclusion.

Non-controlling interests represent the portion of profit or loss and net assets attributable to equity interests in consolidated subsidiaries that are not owned by the Company. Non-controlling interests are presented as a separate component of equity in the condensed consolidated balance sheets and as a separate line item in the condensed consolidated statements of operations.

For additional information on the Company’s involvement with VIEs, refer to Note 2. “Variable Interest Entities.”

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(c) Use of Estimates

The preparation of these condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(d) Restricted Cash

Restricted cash includes amounts that are limited in their use due to contractual agreements or are designated for specific purposes and are not readily available for general use. In our condensed consolidated balance sheets, we classify these amounts as restricted cash. As of December 31, 2024, our restricted cash was restricted for capital expenditures for on-order power generation assets. The restricted cash balance decreased to zero as of September 30, 2025, due to use of restricted cash funds for growth-related capital expenditures.

The following table presents a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets that total to the same amounts shown in the condensed consolidated statements of cash flows.


	September 30,		December 31,
	2025		2024
Cash and cash equivalents	$	106.7	$	114.3
Restricted cash		—		45.6
Cash and cash equivalents and restricted cash	$	106.7	$	159.9

(e) Accounts Receivable and Allowance for Credit Losses

Accounts receivable, which include trade receivables, unbilled revenue, and operating lease receivables, are stated at the net amount expected to be collected. We record accounts receivable at the invoice amount, plus accrued revenue that is not yet billed, less an estimated allowance for credit losses (for trade receivables) or uncollectible accounts (for operating lease receivables). Total unbilled revenue included in accounts receivable as of September 30, 2025 and December 31, 2024 was $7.6 million and $9.0 million, respectively.

Trade receivables are evaluated for impairment under ASC 326, Financial Instruments – Credit Losses, using the current expected credit losses (“CECL”) methodology. In determining the allowance for credit losses, we pool trade receivables with similar risk characteristics and consider a number of current conditions, past events and other factors, including the length of time trade accounts receivable are past due, previous loss history and the condition of the general economy and the industry as a whole, and apply an expected loss percentage. The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Along with the expected credit loss percentage approach, we apply a case-by-case review on individual trade receivables when deemed appropriate. The expense associated with the provision for credit losses on trade receivables is recognized in other operating expenses in our condensed consolidated statements of operations. Accounts deemed uncollectible are written off against the allowance when our customers’ financial condition deteriorates, impairing their ability to make payments, such as upon customer bankruptcies. Subsequent recoveries, if any, are credited to the allowance.

Operating lease receivables, representing the right to receive lease payments under ASC 842, Leases, are assessed for collectability at lease commencement and reassessed throughout the lease term. When it is probable that substantially all lease payments will be collected, we recognize leasing revenue on a straight-line basis over the lease term. If collectability is not probable, we recognize leasing revenue on a cash basis and evaluate the receivables for impairment, recording an allowance for uncollectible amounts based on historical loss experience, current customer-specific conditions, and relevant economic factors. At lease inception, we typically collect the first and last month’s payments, which serve as collateral to mitigate credit risk. Based on this assessment and our historical experience, we maintain a general allowance for uncollectible operating lease receivables to reflect estimated probable losses over the lease term. This allowance is determined using aging analyses, specific reserves for at-risk leasing customers, and adjustments for macroeconomic trends, without incorporating forward-looking expected losses under CECL.

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The following table presents activity related to our allowance for credit losses and uncollectible operating lease receivables.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Balance at beginning of period	$	1.1	$	1.1	$	1.3	$	1.0
Provision for credit losses, net of recoveries		0.3		0.2		0.9		0.3
Provision for uncollectible operating lease receivables		0.1		—		0.1		—
Write-offs		—		—		(0.8)		—
Balance at end of period	$	1.5	$	1.3	$	1.5	$	1.3

(f) Property, Plant and Equipment and Equipment Held for Lease

Property, plant and equipment, as well as equipment held for lease, are initially recorded at cost, except for assets acquired in a business combination, which are recorded at fair value on the acquisition date. At period-end, these assets are reported at their initial measurement (whether at cost or fair value) less accumulated depreciation.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets except for turbine engine cores. Turbine engine cores represent a significant component of our turbines and are depreciated using the units of production method based on an expected life of 30,000 fired hours. To reflect this distinct depreciation method and usage-based nature of these assets, turbine engine cores are presented as a separate line item in the table below, Power Generation – Turbine engine core. In prior periods, these assets were depreciated using this same units of production method and included within Power Generation – Ancillary equipment 3-20 years.

We capitalize interest on borrowings to the extent they are incurred during the construction or acquisition period of qualifying assets in accordance with ASC 835-20, “Interest – Capitalization of Interest”. Qualifying assets are assets which require substantial period of time to get ready for its intended use, such as certain power generation equipment. The amount capitalized is based on the weighted-average expenditures incurred and applicable interest rates on specific or general borrowings. Capitalized interest is included in the cost basis of the related asset and is depreciated over the asset’s estimated useful life once the asset is substantially complete and ready for its intended use. Capitalization of interest ceases when the qualifying asset is substantially complete.


		Useful Life
Equipment held for lease
Power Generation - Turbine		25 years
Power Generation - Turbine engine core		30,000 fired hours
Power Generation - Ancillary equipment		3 - 20 years
Power Control and Distribution equipment		15 years

Property, plant and equipment
Oil and gas logistics equipment		5 - 15 years
Machinery and equipment		3 - 12 years
Furniture and fixtures		5 years
Computer hardware and software		3 - 10 years
Vehicles		5 years
Buildings and leasehold improvements		15 years

Maintenance and repair costs are expensed as incurred. Expenditures that materially enhance the value or extend the useful life of the assets are capitalized. Upon sale or disposal, the asset’s cost and accumulated depreciation are removed from the balance sheet, with any resulting gain or loss recognized in operations.

Property, plant and equipment and equipment held for lease are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is assessed by

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comparing the carrying amount of the asset to its estimated undiscounted future cash flows. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value.

(g) Convertible Notes

Our convertible notes are classified as convertible debt instruments recorded as liabilities in accordance with ASC 470-20 and are initially recognized at their principal amount, net of issuance costs and any discounts. Issuance costs and discounts are amortized to interest expense over the term of the instrument using the effective interest method. We evaluate each instrument to determine its classification as debt or equity and assess whether embedded features, such as conversion options, require bifurcation and separate accounting as derivatives under ASC 815-15. Bifurcation is required if these features are not clearly and closely related to the host contract and do not meet the scope exception criteria under ASC 815-40. Upon conversion, the carrying amount of the debt is reduced, and the settlement is accounted for based on the terms of the instrument, which may include issuance of common stock, cash payment, or a combination thereof. Interest expense includes the contractual coupon rate and amortization of issuance costs and discounts.

(h) Revenue

Service Revenue

We recognize revenue based on the transfer of control to the customer, reflecting the consideration expected to be received in exchange for our services and products. We assess customers’ ability and intention to pay based on factors such as historical payment experience and financial condition, and we typically bill customers on a weekly or monthly basis. Contracts with customers are generally on 30- to 60-day payment terms.

Contracts may include bundled pricing covering multiple performance obligations, such as combinations of systems, mobilization services and sand transportation coordination. In these instances, we allocate the transaction price to each performance obligation identified in the contract based on relative stand-alone selling prices, or estimates of such prices, and recognize revenue as control of each product or service is transferred to the customer.

Variable consideration may include discounts, price concessions and incentives. We estimate variable consideration based on the expected amount to be received and accrue revenue to reflect updates related to variable consideration as performance obligations are fulfilled.

Leasing Revenue

Leasing revenue is recognized on a straight-line basis over the lease term, reflecting the consumption of benefits derived from the leased assets. Lease payments are generally fixed, with no significant variable lease payments. Leasing arrangements may be renewed, subject to price negotiations with customers.

Future minimum lease payments to be received under our long-term lessor arrangements as of September 30, 2025, including payments from leases that have already commenced and leases that will commence in the future based on estimated commencement dates, were as follows:


Future Minimum Lease Payments - As of September 30, 2025	Operating Leases
2025 (remainder of)	$	35.3
2026		292.3
2027		215.2
2028		212.9
2029		212.9
Thereafter		473.3
	$	1,441.9

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Disaggregation of Revenue

We categorize revenue from contracts with customers by revenue-generating activity, in alignment with our two reportable segments. This includes service revenue recognized under ASC 606, Revenues from Contracts with Customers, and leasing revenue recognized under ASC 842, Leases. The table below presents information on our disaggregated revenue.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Solaris Power Solutions
Service revenue	$	22.5	$	—	$	46.5	$	—
Leasing revenue		82.4		4.7		183.4		4.7
Solaris Logistics Solutions
Service revenue		61.9		70.3		212.6		212.1
Total revenue	$	166.8	$	75.0	$	442.5	$	216.8

For the three and nine months ended September 30, 2025, sublease income totaled to $38.1 million and $74.3 million, respectively, and is presented as leasing revenue in the condensed consolidated statement of operations.

6. Property, Plant and Equipment

Property, plant and equipment consists of the following:


	September 30,		December 31,
	2025		2024
Oil and gas logistics equipment	$	455.9	$	447.2
Logistics equipment in process		8.5		17.1
Vehicles		12.2		13.9
Machinery and equipment		8.7		6.4
Buildings		4.9		4.9
Computer hardware and software		4.9		4.6
Land		0.6		0.6
Furniture and fixtures		1.4		1.4
Property, plant and equipment, gross	$	497.1	$	496.1
Less: accumulated depreciation		(219.8)		(197.3)
Property, plant and equipment, net	$	277.3	$	298.8

Depreciation expense on property, plant, and equipment was $9.7 million and $9.4 million for the three months ended September 30, 2025 and 2024, respectively, and $28.4 million and $28.6 million for the nine months ended September 30, 2025 and 2024, respectively.

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7. Equipment Held for Lease

Equipment held for lease, used in the Company’s capacity as lessor, consists of the following:


	September 30,		December 31,
	2025		2024
Power Generation - Turbine	$	316.8	$	133.6
Power Generation - Turbine engine core		119.5		39.7
Power Generation - Ancillary equipment		29.8		19.0
Power Control and Distribution equipment		47.1		—
Construction in progress		278.3		153.6
Equipment held for lease, gross	$	791.5	$	345.9
Less: accumulated depreciation		(28.4)		(6.0)
Total equipment held for lease, net	$	763.1	$	339.9

Construction in progress includes deposits, progress payments, and accrued billings for turbines and other equipment that have not yet been delivered. Depreciation commences once the assets are placed in service or ready for their intended use. For the three months ended September 30, 2025, we incurred total interest cost of $13.5 million, of which $3.2 million was recognized as capitalized interest. For the nine months ended September 30, 2025, we incurred total interest cost of $33.5 million, of which $10.1 million was recognized as capitalized interest.

Depreciation expense on equipment held for lease was $9.8 million and $0.9 million for the three months ended September 30, 2025 and 2024, respectively, and $23.2 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively.

8. Intangible Assets

Identifiable intangible assets consist of the following.


			Accumulated		Net Book
	Gross		Amortization		Value
As of September 30, 2025:
Customer relationships	$	66.0	$	(10.1)	$	55.9
Trademarks		8.0		(1.7)		6.3
Covenant not to compete		0.5		—		0.5
Software & patents		0.1		(0.1)		—
Total identifiable intangibles	$	74.6	$	(11.9)	$	62.7

As of December 31, 2024:
Customer relationships	$	66.0	$	(2.0)	$	64.0
Trademarks		8.0		(0.5)		7.5
Software & patents		0.1		(0.1)		—
Total identifiable intangibles	$	74.1	$	(2.6)	$	71.5

Amortization expense on identifiable assets was $2.9 million and $0.6 million for the three months ended September 30, 2025 and 2024, respectively, and $9.3 million and $1.0 million for the nine months ended September 30, 2025 and 2024, respectively.

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9. Accrued Liabilities

Accrued liabilities consist of the following.

Solaris Energy Infrastructure, Inc. 10-Q