UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
On May 5, 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 $1.3 billion aggregate principal amount of Senior Notes due 2031 (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 May 5, 2026, and such information is furnished as Exhibit 99.1 hereto. The Issuer intends to use the net proceeds from the Offering to repay the Company’s outstanding borrowings, to pay related fees and expenses and for general corporate purposes, including to fund growth capital expenditures.
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 referencing in such filing.
| Item 8.01. | Other Events. |
The Company is filing as Exhibit 99.2 hereto a press release issued on May 5, 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 |
Description | |
| 99.1 | Certain information being provided to potential investors in the Offering. | |
| 99.2 | Press Release dated May 5, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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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: May 5, 2026
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SOLARIS ENERGY INFRASTRUCTURE, INC. | |
| By: | /s/ STEPHAN E. TOMPSETT | |
| Name: | Stephan E. Tompsett | |
| Title: | Chief Financial Officer | |
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