SOI Solaris Oilfield Infrastructure Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Solaris Oilfield Infrastructure, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

9651 Katy Freeway, Suite 300

Houston, Texas 77024

Dear Solaris Oilfield Infrastructure, Inc. Stockholders:

On July 9, 2024, Solaris Oilfield Infrastructure, Inc., a Delaware corporation (“Solaris,” “we,” “us” or “our”), and Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company and a subsidiary of Solaris (“Solaris LLC”), entered into a Contribution Agreement (as amended from time to time, the “Contribution Agreement”) with John A. Johnson, an individual resident of the State of Florida, John Tuma, an individual resident of the State of Texas, J Turbines, Inc., a Delaware corporation (“J Turbines”), and KTR Management Company, LLC, a Texas limited liability company (“KTR”).

The Contribution Agreement provides that, subject to the terms and conditions set forth therein, J Turbines and KTR (together, the “Contributors”) will contribute (the “Contribution”) all of the issued and outstanding equity interests of Mobile Energy Rentals LLC, a Texas limited liability company (the “Company”) to Solaris LLC (or a subsidiary of Solaris LLC) in exchange for an aggregate:

A portion of the Closing Equity Consideration will be subject to a restrictive legend and subject to forfeiture to satisfy indemnity obligations (the “Indemnity Equity”). The Indemnity Equity will be comprised of a number of Solaris LLC Units equal to 10% of the total consideration, calculated using the Closing Price (as defined in the accompanying proxy statement), and an equal number of shares of Class B Common Stock.

Immediately following the closing of the Contribution and based on the estimated number of shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) and Class B Common Stock (collectively, “Solaris Common Stock”) outstanding immediately prior to the execution of the Contribution Agreement, we estimate that the existing Solaris stockholders are expected to own approximately an aggregate 73% of the combined company, and the Contributors and their designees are expected to own approximately an aggregate 27% of the combined company.

In connection with the Contribution and the issuance of the Closing Equity Consideration (the “Stock Issuance” and such proposal, the “Stock Issuance Proposal”), you are cordially invited to attend a special meeting of stockholders of Solaris on August 30, 2024 (the “special meeting”), which will be held at the principal

executive offices of Solaris, located at 9651 Katy Freeway, Suite 300, Houston, Texas 77024. At the special meeting, Solaris stockholders will be asked to consider and vote on:

For more information concerning the special meeting, the Contribution Agreement and the transactions contemplated thereby, including the Contribution and the Stock Issuance, the Charter Amendment or the LTIP Amendment, please review the accompanying proxy statement and a copy of the Contribution Agreement attached to the accompanying proxy statement as Annex A, a copy of the Charter Amendment in the form attached to the accompanying proxy statement as Annex D and a copy of the LTIP Amendment in the form attached to the accompanying proxy statement as Annex E.

The Board of Directors of Solaris (the “Board”), after considering the factors more fully described in the accompanying proxy statement: (i) approved, adopted and declared advisable the Contribution Agreement and the transactions contemplated thereby, including the Stock Issuance; (ii) authorized the issuance of the Solaris LLC Units and shares of Class B Common Stock comprising the Closing Equity Consideration at the closing of the transactions and (iii) resolved to call a special meeting of Solaris stockholders for the purpose of submitting the Stock Issuance, as contemplated by the Contribution Agreement, to Solaris stockholders for approval. The Board additionally, subject to Solaris stockholders’ approval, approved, adopted and declared advisable that Solaris (i) amend the Solaris Charter to reflect the name change to “Solaris Energy Infrastructure, Inc.” and (ii) amend the LTIP to increase the number of shares of Class A Common Stock issuable under such plan.

In connection with the Contribution, the Board unanimously recommends that you vote “FOR” the Stock Issuance Proposal. The Board additionally unanimously recommends that you vote “FOR” the Charter Amendment Proposal, “FOR” the LTIP Amendment Proposal and “FOR” the Adjournment Proposal.

Your vote is important. We cannot complete the Contribution unless the Stock Issuance Proposal is approved by the holders of Solaris Common Stock. None of the proposals are dependent on any other proposal.

Whether or not you plan to attend the special meeting and regardless of the number of shares of Solaris Common Stock you own, your careful consideration and vote on the proposals to be presented at the special meeting is important, and we encourage you to vote promptly.

A failure to vote, assuming a quorum is present, will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and will have no effect on the Stock Issuance Proposal, the LTIP Amendment Proposal or the Adjournment Proposal. Abstentions will have the same effect as a vote “AGAINST” the Charter Amendment Proposal, the LTIP Amendment Proposal and the Adjournment Proposal and will have no effect on the Stock Issuance Proposal.

It is important that your shares of Solaris Common Stock be represented at the special meeting. Accordingly, even if you plan to attend the special meeting in person, please complete, sign, date and promptly return the enclosed proxy card in the postage-prepaid envelope prior to the special meeting or follow the internet or telephone voting procedures described on the proxy card. If you attend the special meeting and wish to vote in person, you may revoke your proxy by voting in person. Your prompt consideration is greatly appreciated.

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described herein, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement, together with the enclosed form of proxy card, is dated August 7, 2024 and is first being mailed to Solaris stockholders on or about the date hereof.

Solaris Oilfield Infrastructure, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on August 30, 2024

To the Stockholders of Solaris Oilfield Infrastructure, Inc.:

Notice is hereby given that a special meeting of stockholders (the “special meeting”) of Solaris Oilfield Infrastructure, Inc., a Delaware corporation (“Solaris,” “we,” “us” or “our”), will be held on August 30, 2024, at 10:00 a.m. Central Time at the principal executive offices of Solaris Oilfield Infrastructure, Inc. located at 9651 Katy Freeway, Suite 300, Houston, Texas 77024.

On July 9, 2024, Solaris and Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company and a subsidiary of Solaris (“Solaris LLC”), entered into a Contribution Agreement (as amended from time to time, the “Contribution Agreement”) with John A. Johnson, an individual resident of the State of Florida, John Tuma, an individual resident of the State of Texas, J Turbines, Inc., a Delaware corporation (“J Turbines”), and KTR Management Company, LLC, a Texas limited liability company (“KTR”).

The Contribution Agreement provides that, subject to the terms and conditions set forth therein, J Turbines and KTR (together, the “Contributors”) will contribute (the “Contribution”) all of the issued and outstanding equity interests of Mobile Energy Rentals LLC, a Texas limited liability company (the “Company”) to Solaris LLC (or a subsidiary of Solaris LLC) in exchange for an aggregate:

A portion of the Closing Equity Consideration will be subject to a restrictive legend and subject to forfeiture to satisfy indemnity obligations (the “Indemnity Equity”). The Indemnity Equity will be comprised of a number of Solaris LLC Units equal to 10% of the total consideration, calculated using the Closing Price (as defined in the accompanying proxy statement), and an equal number of shares of Class B Common Stock.

At the special meeting, you will be asked to consider and vote on the following proposals:

Stockholders of record at the close of business on August 7, 2024 (the “record date”) are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. A complete list of stockholders entitled to vote at the special meeting will be available for examination at Solaris’s principal executive offices located at, 9651 Katy Freeway, Suite 300, Houston, Texas 77024, during normal business hours for a period of ten (10) days prior to the special meeting. If you would like to inspect the stockholder list, please call our Investor Relations department at (281) 501-3070.

Assuming a quorum is present, (i) the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Solaris stockholders at the special meeting, (ii) the Charter Amendment Proposal requires the affirmative vote of the holders of at least 66 2/3% in voting power of the then-outstanding shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”) and Class B Common Stock (collectively, the “Solaris Common Stock”) voting together as a single class and entitled to vote thereon, and (iii) each of the LTIP Amendment Proposal and the Adjournment Proposal require the affirmative vote of a majority of the voting power of the outstanding shares present in person or represented by proxy and entitled to vote on the matter by Solaris stockholders at the special meeting. None of the proposals are dependent on any other proposal.

For more information concerning the special meeting, the Contribution Agreement and the transactions contemplated thereby, including the Contribution and the Stock Issuance, the Charter Amendment or the LTIP Amendment, please review the accompanying proxy statement and a copy of the Contribution Agreement attached to the accompanying proxy statement as Annex A, a copy of the Charter Amendment in the form attached to the accompanying proxy statement as Annex D and a copy of the LTIP Amendment in the form attached to the accompanying proxy statement as Annex E.

The Board of Directors of Solaris (the “Board”), after considering the factors more fully described in the accompanying proxy statement: (i) approved, adopted and declared advisable the Contribution Agreement and the transactions contemplated thereby, including the Stock Issuance; (ii) authorized the issuance of Solaris LLC Units and shares of Class B Common Stock comprising the Closing Equity Consideration at the closing of the transactions and (iii) resolved to call a special meeting of Solaris’s stockholders for the purpose of submitting the Stock Issuance, as contemplated by the Contribution Agreement, to Solaris’s stockholders for approval. The Board additionally, subject to Solaris stockholders’ approval, approved, adopted and declared advisable that Solaris (i) amend the Solaris Charter to reflect the name change to “Solaris Energy Infrastructure, Inc.” and (ii) amend the LTIP to increase the number of shares of Class A Common Stock issuable under such plan.

In connection with the Contribution, the Board unanimously recommends that you vote “FOR” the Stock Issuance Proposal. The Board additionally unanimously recommends that you vote “FOR” the Charter Amendment Proposal, “FOR” the LTIP Amendment Proposal and “FOR” the Adjournment Proposal.

It is important that your shares of Solaris Common Stock be represented at the special meeting. Accordingly, even if you plan to attend the special meeting in person, please complete, sign, date and promptly return the enclosed proxy card in the postage-prepaid envelope prior to the special meeting or follow the internet or telephone voting procedures described on the proxy card. If you attend the special meeting and wish to vote in person, you may revoke your proxy by voting in person. Your prompt consideration is greatly appreciated.

If you have any questions about the Contribution, the Contribution Agreement, the Stock Issuance, the Charter Amendment, the LTIP Amendment, the special meeting or how to submit your proxy, or if you need additional copies of the accompanying proxy statement or the enclosed proxy card, please write to 9651 Katy Freeway, Suite 300, Houston, Texas 77024, Attention: Corporate Secretary.

If you fail to return your proxy, vote by telephone or through the internet or attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting, but, assuming a quorum is present, will have the effect of a vote “AGAINST” the Charter Amendment Proposal.

August 7, 2024

Houston, Texas

GLOSSARY OF CERTAIN DEFINED TERMS

Unless otherwise noted or unless the context otherwise requires, all references in this proxy statement refer to:

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting and the matters that are the subject of the special meeting. These questions and answers do not address all questions that may be important to you as a Solaris stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes attached to this proxy statement and the documents referred to in this proxy statement.

The Contribution Agreement provides that, subject to the terms and conditions set forth therein, J Turbines and KTR will contribute all of the issued and outstanding equity interests of the Company to Solaris LLC (or a subsidiary of Solaris LLC).

The Contribution Agreement is attached to this proxy statement as Annex A. For a more complete discussion of the Contribution, its effects and the other transactions contemplated by the Contribution Agreement, see the sections entitled “The Contribution” and “The Contribution Agreement.”

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The Indemnity Equity, which forms a part of the Closing Equity Consideration, will be subject to a restrictive legend and subject to forfeiture to satisfy indemnity obligations. The Indemnity Equity will be comprised of a number of Solaris LLC Units equal to 10% of the total consideration, calculated using the Closing Price, and an equal number of shares of Class B Common Stock.

Additionally, at the special meeting, Solaris stockholders will be asked to approve the LTIP Amendment, which increases the number of shares of Class A Common Stock that may be issued under the LTIP by

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1,600,000 shares. For additional information, see the section entitled “Proposal 3: LTIP Amendment Proposal” and a copy of the LTIP Amendment in the form attached as Annex E to this proxy statement.

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Solaris expects to issue an aggregate 16,464,778 shares of Class B Common Stock in the Stock Issuance, which will represent greater than 20% of the outstanding shares of Solaris Common Stock and outstanding voting power. Accordingly, Solaris is seeking stockholder approval for the Stock Issuance.

The approval by Solaris stockholders of the Stock Issuance is a condition to the completion of the Contribution. If the Stock Issuance is not approved, the Contribution Agreement may be terminated and the Contribution cannot be completed, which may have an adverse effect on our business and financial condition.

The Charter Amendment Proposal requires the affirmative vote of the holders of at least 66 2/3% in voting power of the then-outstanding shares of Solaris Common Stock voting together as a single class and entitled to vote thereon, assuming a quorum is present. Abstentions and failures to vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

The LTIP Amendment Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Solaris Common Stock present in person or represented by proxy at the special meeting and entitled to vote on the matter, assuming a quorum is present. Abstentions will have the same

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effect as a vote “AGAINST” the LTIP Amendment Proposal. Failures to vote will have no effect on the LTIP Amendment Proposal.

The Adjournment Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Solaris Common Stock present in person or represented by proxy at the special meeting and entitled to vote on the matter, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal. Failures to vote will have no effect on the Adjournment Proposal.

In connection with the Contribution, the Board unanimously recommends that you vote “FOR” the Stock Issuance Proposal. The Board additionally unanimously recommends that you vote “FOR” the Charter Amendment Proposal, “FOR” the LTIP Amendment Proposal and “FOR” the Adjournment Proposal.

For a discussion of the material factors considered by the Board in reaching its conclusions, see the section entitled “The Contribution—Reasons for the Contribution; Recommendations of the Board of Directors.”

If the Contribution Agreement is terminated because Solaris’s stockholders fail to approve the Stock Issuance, Solaris may be required to reimburse the Contributors for its transaction related expenses, subject to a cap of $2,000,000.

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EVEN IF YOU INTEND TO ATTEND THE SPECIAL MEETING IN PERSON, THE BOARD STRONGLY ENCOURAGES YOU TO VOTE IN ADVANCE BY MAIL, TELEPHONE OR THROUGH THE INTERNET TO ENSURE YOUR SHARES OF SOLARIS COMMON STOCK ARE REPRESENTED AT THE SPECIAL MEETING.

If you are a Solaris stockholder as of the close of business on the record date and you vote by mail, by telephone, through the internet or in person at the special meeting, you will be considered part of the quorum. If you are a “street name” holder of shares of Solaris Common Stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares of Solaris Common Stock and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum. If you attend the special meeting and wish to vote in person, you may revoke your proxy by voting in person.

All shares of Solaris Common Stock held by stockholders that attend the special meeting in person, or are represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned. Broker non-votes (if any) will not be considered present or represented at the special meeting for purposes of determining the presence of a quorum.

If you hold your shares directly and you are submitting your proxy by telephone or through the internet, your voting instructions must be received by 11:59 p.m. Eastern Time (i.e., 10:59 p.m. Central Time) on the day immediately preceding the date of the special meeting. If your shares are held in a Plan and you are submitting your proxy by telephone or through the internet, your voting instructions must be received by 11:59 p.m. Eastern Time (i.e., 10:59 p.m. Central Time) on August 26, 2024.

Submitting your proxy by mail, by telephone or through the internet will not prevent you from attending the special meeting in person. You are encouraged to submit a proxy by mail, by telephone or through the

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internet even if you plan to attend the special meeting in person to ensure that your shares of common stock are represented at the special meeting. If you attend the special meeting and wish to vote in person, you may revoke your proxy by voting in person.

For additional information regarding the procedure for voting, see the section entitled “The Special Meeting—How to Vote.”

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Failure of a Solaris stockholder to instruct its, his or her bank, broker, trust or other nominee how such stockholder wishes to vote its, his or her shares of Solaris Common Stock, assuming the presence of a quorum at the special meeting, will have a vote “AGAINST” the Charter Amendment Proposal and no effect on the outcome of the Stock Issuance Proposal, the LTIP Amendment Proposal or the Adjournment Proposal.

“Street name” holders of shares of Solaris Common Stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies. If you have instructed a bank, broker, trust or other nominee to vote your shares of Solaris Common Stock, you must follow the instructions received from your bank, broker, trust or other nominee to change your vote.

All properly submitted proxies received by Solaris before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the Stock Issuance Proposal, Charter Amendment Proposal, LTIP Amendment Proposal and Adjournment Proposal.

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For additional information, see the section entitled “The Contribution—Consequences if the Contribution is Not Completed.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this proxy statement constitutes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of 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” 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. Solaris’s forward-looking statements include statements about Solaris’s business strategy, industry, future profitability, expected capital expenditures and the impact of such expenditures on our performance, current and potential future long-term contracts, the costs of being a publicly traded corporation, capital programs and future business and financial performance. In addition, forward-looking statements address the various risks and uncertainties associated with extraordinary market environments, and the expected impact on Solaris’s businesses, results of operations and earnings.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. Solaris believes that it has 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:

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The foregoing list of factors should not be construed as exhaustive. Solaris can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The statements made in this proxy statement are current as of the date of this proxy statement only. Solaris undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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RISK FACTORS

In addition to the other information contained herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” Solaris stockholders should carefully consider the following risks relating to the Contribution and combined company before deciding how to vote with respect to the Stock Issuance Proposal, the Charter Amendment Proposal, the LTIP Amendment Proposal and the Adjournment Proposal to be considered and voted on at the special meeting. You should also read and consider the risks associated with each of the businesses of Solaris and the Company because these risks will also affect the combined company. The risks associated with the business of Solaris can be found in Solaris’s Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors” and may be updated or supplemented in Solaris’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Solaris stockholders are also urged to carefully consider all of the information included in this proxy statement.

Risks Related to the Contribution

Solaris’s ability to complete the Contribution is subject to various closing conditions, including obtaining the Solaris Stockholder Approval and regulatory clearance, which may impose conditions that could adversely affect Solaris or cause the Contribution not to be completed.

The Contribution is subject to a number of conditions to closing as specified in the Contribution Agreement. These closing conditions include, among others, including (i) approval of the Stock Issuance Proposal by Solaris stockholders, (ii) the Class A Common Stock issuable upon exchange of the Solaris LLC Units and shares of Class B Common Stock to be issued as Closing Equity Consideration having been authorized for listing on the NYSE, (iii) the expiration or termination of the waiting period under the HSR Act, (iv) the absence of any injunction, order, decree or law preventing, prohibiting or making illegal the consummation of the Contribution, (v) with respect to each party, (A) the accuracy of the other party’s representations and warranties, subject to specified materiality qualifications, (B) compliance by the other party with its covenants in the Contribution Agreement in all material respects and (C) the absence of a “Material Adverse Effect” (as defined in the Contribution Agreement) with respect to the other party since the date of the Contribution Agreement that is continuing and (vi) in the case of Solaris, the receipt of certain required financial statements and corresponding interim financial statements of the Company as of and for any quarterly period(s) ended more than 45 days prior to the Closing.

No assurance can be given that the Solaris Stockholder Approval and regulatory clearance will be obtained or that the other required conditions to Closing will be satisfied. Even if regulatory clearance is obtained, no assurance can be given as to the terms, conditions and timing of such clearance, including whether any required conditions will materially adversely affect the combined company following Closing. Any delay in completing the Contribution could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Solaris and the Company expect to achieve if the Contribution is successfully completed within its expected time frame. Solaris can provide no assurance that these conditions will not result in the abandonment or delay of the Contribution. The occurrence of any of these events individually or in combination could have a material adverse effect on Solaris’s results of operations and the trading price of the Class A Common Stock.

The termination of the Contribution Agreement could negatively impact Solaris’s business or result in Solaris having to reimburse the Contributors for certain fees and expenses.

If the Contribution is not completed by the Outside Date, either Solaris or the Company may choose not to proceed with the Contribution by terminating the Contribution Agreement, and the parties can mutually decide to terminate the Contribution Agreement at any time, before or after the Solaris Stockholder Approval is obtained. In addition, Solaris and the Contributors may elect to terminate the Contribution Agreement in certain other circumstances as further detailed in the section entitled “The Contribution Agreement—Termination of the Contribution Agreement.”

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If the Contribution is not completed for any reason, including as a result of a failure to obtain the Solaris Stockholder Approval, Solaris’s ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Contribution, Solaris would be subject to a number of risks, including the following:

If the Contributors terminate the Contribution Agreement due to the failure of Solaris to obtain the Solaris Stockholder Approval or a change in the Board’s recommendation, then Solaris will pay or cause to be paid to the Contributors an amount in cash equal to all reasonable and documented out-of-pocket fees and expenses actually incurred by Contributors, not to exceed $2,000,000.

The announcement and pendency of the Contribution may adversely affect Solaris’s business, financial results and operations.

Whether or not the Contribution is completed, the announcement and pendency of the Contribution could cause disruptions to Solaris’s business, including:

Solaris has and will continue to divert significant management resources in an effort to complete the Contribution and is subject to restrictions contained in the Contribution Agreement on the conduct of its business. If the Contribution is not completed, Solaris will have incurred significant costs, including the diversion of management resources, for which Solaris will have received little or no benefit.

Because the Cash Consideration is subject to certain adjustments, Solaris does not have full certainty as to the final Cash Consideration amount that will be paid, and such amount may be materially higher than was anticipated upon Solaris’s entry into the Contribution Agreement.

Pursuant to the Contribution Agreement, the Cash Consideration to be paid in connection with the Contribution is subject to certain adjustments, as more fully described in the section entitled “The Contribution Agreement—Contribution Consideration.”

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Because certain of the individual items forming the adjustments to be made to the Cash Consideration are not knowable with full certainty by Solaris prior to the Contribution, the final Cash Consideration paid by Solaris LLC may be materially higher than the base cash consideration of $60 million. If the Cash Consideration is materially higher than expected, the value of the Contribution to Solaris and its current stockholders may be materially less than was anticipated upon Solaris’s entry into the Contribution Agreement.

The unaudited pro forma condensed combined financial information and unaudited forecasted financial information included in this proxy statement is presented for illustrative purposes only and does not represent the actual financial position or results of operations of the combined company following the completion of the Contribution. Future results of Solaris and the Company may differ, possibly materially, from the unaudited pro forma condensed combined financial information and unaudited forecasted financial information presented in this proxy statement.

The unaudited pro forma condensed combined financial statements and unaudited forecasted financial information contained in this proxy statement is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of Solaris or the Company prior to the Contribution or that of the combined company following the Contribution for several reasons. Specifically, the unaudited pro forma condensed combined financial statements do not reflect the effect of any integration costs or any changes in Solaris’s capital structure following the completion of the Contribution.

For additional information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” In addition, the Contribution and post-Contribution integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the Contribution or in connection with the post-Contribution integration process may significantly increase the related costs and expenses incurred by Solaris. The actual financial positions and results of operations of Solaris and the Company prior to the Contribution and that of the combined company following the Contribution may be different, possibly materially, from the unaudited pro forma condensed combined financial statements or forecasted financial information included in this proxy statement. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial statements and forecasted financial information included in this proxy statement may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of Class A Common Stock may cause a significant change in the purchase price used for Solaris’s accounting purposes and the unaudited pro forma financial statements contained in this proxy statement.

The opinion of Solaris’s financial advisor will not reflect changes in circumstances between the signing of the Contribution Agreement and the Closing Date.

The Board received an opinion from Solaris’s financial advisor in connection with the signing of the Contribution Agreement. Please refer to the section entitled “The Contribution—Opinion of Solaris’s Financial Advisor” for additional information. However, Solaris has not obtained any updated opinion from its financial advisor as of the date of this proxy statement. Changes in the operations and prospects of Solaris or the Company, general market and economic conditions and other factors that may be beyond the control of Solaris, and on which the financial advisor’s opinion were based, may significantly alter the value of Solaris or the Company or the value of their respective equity by the time the Contribution is completed, and thus the fairness of the Contribution Consideration, from a financial point of view, to Solaris. The opinion does not speak as of the time the Contribution will be completed or as of any date other than the date of such opinion.

Solaris may be subject to litigation challenging the Contribution, and an unfavorable judgment or ruling in any such lawsuits could prevent or delay the consummation of the Contribution and/or result in substantial costs.

Securities class action lawsuits and derivative lawsuits are often brought against publicly listed companies that have entered into Contributions, acquisitions and other transactions. Even if the lawsuits are without merit,

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defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Solaris.

Lawsuits related to the Contribution may be filed against Solaris and its affiliates, directors and officers. If dismissals are not obtained or a settlement is not reached, these lawsuits could prevent or delay completion of the Contribution and/or result in substantial costs to Solaris. These lawsuits could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Contribution Agreement already implemented and to otherwise enjoin the parties from consummating the Contribution. One of the conditions to the Contribution is that there is no injunction, order, decree or law preventing, prohibiting or making illegal the consummation of the Contribution. For a detailed discussion of the terms and conditions of the Contribution, see the section entitled “The Contribution Agreement—Conditions to the Contribution.” Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Contribution, then that injunction may delay or prevent the Contribution from being completed, which may adversely affect Solaris’s business, financial position and results of operation. There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Contribution is completed may adversely affect Solaris’s ongoing business, financial condition, results of operations and cash flows.

Risks Related to the Combined Company

Solaris will face a variety of risks related to its entry into a new line of business following completion of the Contribution.

Solaris’s entry into scaled distributed power solutions is expected to enhance Solaris’s position as a mobile equipment and logistics solution provider to the oil and gas industry as well as diversify its business. This expansion and diversification of Solaris’s business carries a number of risks, including, without limitation:

Entry into a new line of business may also subject Solaris to new laws and regulations with which it is not familiar and may lead to increased litigation and regulatory risk. Further, Solaris’s management team has not directly engaged in the distributed power solutions business before, and its lack of experience may result in delays or further complications to the new business. If Solaris is unable to successfully implement the acquired business of the Company, its revenue and profitability may not grow as it expects, its competitiveness may be materially and adversely affected, and its reputation and business may be harmed.

Combining Solaris’s business with the Company’s may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the Contribution, which may adversely affect the combined company’s business results and negatively affect the value of the Class A Common Stock.

The success of the Contribution will depend on, among other things, the ability of the two companies to combine their businesses in a manner that facilitates growth opportunities and realizes expected cost savings. The combined company may encounter difficulties in integrating Solaris’s and the Company’s businesses and realizing the anticipated benefits of the Contribution. The combined company must achieve the anticipated improvement in free cash flow generation and returns and achieve the planned cost savings without adversely affecting current revenues and operations. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the Contribution may not be realized fully, or at all, or may take longer to realize than expected.

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The Contribution involves the combination of two companies which currently operate, and until the completion of the Contribution will continue to operate, as independent companies. There can be no assurances that the businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees from both companies; the loss of commercial and vendor partners; the disruption of Solaris’s, the Company’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

The combined company will be required to devote management attention and resources to integrating its business practices and operations, and prior to the Contribution, management attention and resources will be required to plan for such integration. An inability to realize the full extent of the anticipated benefits of the Contribution and the other transactions contemplated by the Contribution Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. There are a large number of processes, policies, procedures, operations and technologies and systems that must be integrated in connection with the Contribution and the integration of the Company’s business. Although Solaris expects that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the business, may offset incremental transaction and Contribution-related costs over time, any net benefit may not be achieved in the near term or at all. If Solaris and the Company are not able to adequately address integration challenges, Solaris may be unable to successfully integrate operations or realize the anticipated benefits of the integration of the two companies.

Finally, Solaris LLC intends to use a combination of debt financing and free cash flow generated from the legacy Solaris business to fund the cash due at Closing, in addition to the acquisition of approximately $308 million of on-order turbines the Company has previously committed to purchase. Although Solaris’s obligation to complete the Contribution is not conditioned upon obtaining financing, Solaris has secured committed financing from a group led by Banco Santander in the form of a $300 million 364-day senior secured bridge term loan facility. Solaris expects to obtain alternative financing for its cash needs relating to the Contribution prior to Closing, in which case it would not expect to draw upon the Santander Facility; however, Solaris may be unable to obtain such alternative financing on attractive terms or at all. If Solaris is unable to obtain such alternative financing prior to Closing such that Solaris draws from the Santander Facility at Closing of the Contribution, Solaris expects to refinance the Santander Facility promptly thereafter.

The combined company may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.

The Contribution will be accounted for as an acquisition by Solaris in accordance with GAAP. Under the acquisition method of accounting, the assets and liabilities of the Company will be recorded, as of completion, at their respective fair values and added to those of Solaris. The reported financial condition and results of operations of Solaris for periods after completion of the Contribution will reflect the Company balances and results after completion of the Contribution but will not be restated retroactively to reflect the historical financial position or results of operations of the Company and its subsidiaries for periods prior to the Contribution. For additional information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.”

Under the acquisition method of accounting, the total purchase price will be allocated to the Company’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the Contribution. The excess of the purchase price over those fair values will be recorded as

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goodwill. Solaris expects that the Contribution may result in the creation of goodwill based upon the application of the acquisition method of accounting. To the extent goodwill or intangibles are recorded and the values become impaired, the combined company may be required to recognize material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

The market value of the Class A Common Stock could decline if large amounts of Solaris Common Stock are sold following the Contribution.

If the Contribution is consummated, Solaris will issue an aggregate 16,464,778 shares of Class B Common Stock to the holders of the Company Interests. Although these shares will be subject to 180-day lock-up following the Closing Date, Solaris has agreed to grant the Contributors certain demand, “piggy-back” and shelf registration rights with respect to the shares of Class A Common Stock issuable upon exchange of the Solaris LLC Units and shares of Class B Common Stock to be issued as Closing Equity Consideration (including the Indemnity Equity). Solaris has also agreed to pay certain expenses of the parties incurred in connection with the exercise of these rights and to indemnify them for certain securities law matters in connection with any registration statement filed with the SEC pursuant thereto. This could ultimately have the effect of facilitating the Contributors’ future sale of shares of Class A Common Stock upon the expiration of the lock-up period.

Stockholders may decide not to hold their shares of Solaris Common Stock that they will receive in the Contribution, and may instead decide to reduce their investment in Solaris. Such sales of Solaris Common Stock or the perception that these sales may occur, could have the effect of depressing the market price for the Class A Common Stock.

The ownership percentage of current Solaris stockholders will be significantly diluted by the Stock Issuance.

The Stock Issuance will result in significant dilution of the ownership percentage of Solaris of current Solaris stockholders following the Contribution. Based on the estimated number of shares of Solaris Common Stock outstanding immediately prior to the execution of the Contribution Agreement, current Solaris stockholders are expected to own approximately 73% of Solaris following the Contribution, whereas the holders of the Company Interests are expect to own approximately 27% of Solaris following the Contribution. Consequently, current Solaris stockholders will, as a general matter, have less influence over the management and policies of Solaris following the Contribution as compared to their influence over Solaris prior to the Contribution.

Solaris and the Company will incur significant transaction-related costs in connection with the Contribution, which may be in excess of those anticipated by Solaris or the Company.

Each of Solaris and the Company has incurred, and expects to continue to incur, a number of non-recurring costs associated with negotiating and completing the Contribution, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the Contribution and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs and filing fees.

Solaris and the Company will also incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Solaris and the Company will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Contribution and the integration of the two companies’ businesses. Although Solaris and the Company each expect that the elimination of duplicative costs, as well as the realization of other efficiencies

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related to the integration of the businesses, should allow the combined company to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of Solaris following the completion of the Contribution. Many of these costs will be borne by Solaris even if the Contribution is not completed.

Solaris expects to incur significant additional indebtedness in connection with the Contribution, which indebtedness may limit the combined company’s operating or financial flexibility relative to Solaris’s and the Company’s individual, respective current positions and make it difficult to satisfy the combined company’s obligations with respect to its other indebtedness.

At Closing, Solaris LLC will fund the Closing Cash Consideration and reimburse the Company for certain deposits and payments made for the purchase of additional turbines. Solaris intends to use a combination of debt financing and free cash flow generated from the legacy Solaris business to fund the cash due at Closing, in addition to the acquisition of approximately $308 million of on-order turbines the Company has previously committed to purchase. Although Solaris’s obligation to complete the Contribution is not conditioned upon obtaining financing, Solaris has secured committed financing from a group led by Banco Santander in the form of a $300 million 364-day senior secured bridge term loan facility. Solaris expects to obtain alternative financing for its cash needs relating to the Contribution prior to Closing, in which case it would not expect to draw upon the Santander Facility; however, Solaris may be unable to obtain such alternative financing on attractive terms or at all. If Solaris is unable to obtain such alternative financing prior to Closing such that Solaris draws from the Santander Facility at Closing of the Contribution, Solaris expects to refinance the Santander Facility promptly thereafter.

The increased level of debt in connection with this debt financing could have negative consequences on Solaris and the combined company, including, among other things, (i) requiring Solaris, and the combined company, to dedicate a larger portion of cash flow from operations to servicing and repayment of the debt, (ii) reducing funds available for strategic initiatives and opportunities, working capital and other general corporate needs, (iii) limiting Solaris’s and the combined company’s ability to incur additional indebtedness, which could restrict flexibility to react to changes in the combined company’s business, its industry and economic condition following the Contribution, and (iv) placing Solaris, and the combined company, at a competitive disadvantage compared to competitors that have less debt.

Risks Related to Solaris

Solaris’s business will continue to be subject to the risks described in the sections entitled “Risk Factors” in Solaris’s Annual Report on Form 10-K for the year ended December 31, 2023, which may be updated or supplemented in Solaris’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Risks Related to Solaris’s Operations and Industry:

The volatility of oil and natural gas prices may adversely affect the demand for Solaris’s systems, products and services, and negatively impact Solaris’s results of operations.

The demand for Solaris’s products and services is primarily determined by current and anticipated oil and natural gas prices and the related levels of capital spending and drilling activity in the areas in which Solaris has operations. Among other factors, increased production from major oil producing nations and decreasing availability of crude oil storage and geopolitical issues can contribute to volatility or weakness in oil prices or natural gas prices (or the perception that oil prices or natural gas prices will decrease or remain stagnant) and affect the spending patterns of Solaris’s customers resulting in the drilling of fewer new wells. As a result, demand for proppants may decrease, which could, in turn, lead to lower demand for Solaris’s products and services and may cause lower prices and lower utilization of Solaris’s assets. Solaris has, and may in the future,

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experience significant fluctuations in operating results as a result of the reactions of Solaris’s customers to changes in oil and natural gas prices.

Solaris faces significant competition, as well as the prospect of further consolidation in the industry and amongst current and potential customers, either of which may impede Solaris’s ability to gain market share or cause Solaris to lose market share, or that could make adoption of new product offerings or services difficult.

The market for supply chain management and well site logistic services is competitive. Solaris faces competition from proppant producers, pressure pumping companies and proppant transporters who also offer solutions for unloading, storing and delivering proppant at well sites and also from competitors who, like Solaris, are focused on developing more efficient last mile logistics management solutions. Some of these solutions utilize containers for on-site proppant storage and handling delivery, while others use silo-based storage as Solaris does. Some of Solaris’s competitors have greater financial and other resources than Solaris does and may develop technology superior to Solaris’s or more cost-effective than Solaris’s. Competition in Solaris’s industry and for Solaris’s products is thus based on price, consistency and quality of products, distribution capability, customer service, reliability, breadth of product offering and technical support. If Solaris’s competitors are able to respond to industry conditions or trends more rapidly or effectively or resort to price competition, or if Solaris is unable to gain market acceptance of new product offerings, Solaris may be unable to gain or maintain its market share or may lose market share or operating profit, which could have an adverse effect on its business, results of operations and financial condition.

Additionally, the market in which Solaris operates is experiencing increased vertical and horizontal integration both amongst peers as well as customers and suppliers. Consolidation amongst current or potential customers could affect demand for Solaris’s products and services if those customers utilize competing solutions and services or gain their own capabilities through the consolidation itself. It is not certain that Solaris will be able to maintain the same relationships or ability to offer its products and services in the wake of consolidation, which could have an adverse effect on Solaris’s business, results of operations or financial condition.

Continuing or worsening inflationary issues and associated changes in monetary policy may result in increases to the cost of Solaris’s goods, services and personnel, which in turn could cause Solaris’s capital expenditures and operating costs to rise.

Inflationary pressures have resulted in and may result in additional increases to the costs of Solaris’s goods, services and personnel, which would in turn cause Solaris’s capital expenditures and operating costs to rise. Due to the high levels of inflation in the U.S., the Federal Reserve and other central banks increased interest rates multiple times in 2022 and 2023, and although such increases have ceased thus far in 2024, uncertainty remains as to when or if such elevated rates may be decreased. To the extent rates remain high, this could have the effects of raising the cost of capital and depressing economic growth, either of which—or the combination thereof—could hurt the financial and operating results of Solaris’s business. To the extent elevated inflation remains, Solaris may experience further cost increases for its operations, including services, labor costs and equipment if drilling activity increases. Furthermore, higher crude oil and natural gas prices may cause the costs of materials and services to continue to rise. Solaris cannot predict any future trends in the rate of inflation, and a significant increase in inflation, to the extent Solaris is unable to recover higher costs through higher crude oil and natural gas prices and revenues, would negatively impact Solaris’s business, financial condition and results of operations.

Changes in the transportation industry, including the availability or reliability of transportation to supply Solaris’s products and services, fluctuations in transportation costs, or changes in the way in which proppant is transported to the well site, could impair the ability of Solaris’s customers to take delivery of proppant or make Solaris’s products and services less attractive and thereby adversely impact Solaris’s business.

The transportation industry is subject to possible legislative and regulatory changes that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or

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contract carrier services or the cost of providing truckload services, whether due in part to insufficient availability of workers to provide adequate levels of staffing, insufficient replacement vehicles, parts or other commodities from Solaris’s third-party vendors in the supply chain, or otherwise. Disruption of transportation services due to factors outside of Solaris’s control, including shortages of rail cars or trucks, insufficient available workforce or supply chain-provided commodities, increased costs associated with transportation services, extreme weather-related events, accidents, strikes, lockouts, increased regulation, more stringent railcar or safety regulatory initiatives, or other events could temporarily impair the ability of Solaris’s customers to take delivery of its systems and proppant at the well site or affect the provision of last mile services. Accordingly, if there are disruptions of the products or services utilized by Solaris’s customers (whether these products or services are provided by Solaris or a third party vendor), and they are unable to find alternative transportation providers, Solaris’s business could be adversely affected. Additionally, alternative transportation methods for transporting and delivering proppant to the well site could make Solaris’s product offerings and services less attractive than those of its competitors and affect Solaris’s results of operations.

Solaris’s business is subject to inherent risks some of which are beyond its control such as disasters and extreme or seasonal weather events. These risks may be self-insured or may not be fully covered under Solaris’s insurance policies.

Solaris’s assets and operations may be affected by natural or man-made disasters and other external events such as extreme weather events associated with tornados, extreme periods of drought or otherwise that may disrupt Solaris’s business, including manufacturing and field operations. Further, because Solaris’s operations are located in different regions of the United States, there exists variability in seasonal weather events, which may include periods of heavy snow, ice or rain. These hazards can also cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension or cancellation of operations by Solaris or its customers, thereby reducing the demand for Solaris’s systems and services and its ability to generate revenues. In addition, Solaris’s operations are subject to, and exposed to, employee/employer liabilities and risks such as wrongful termination, discrimination, labor organizing, retaliation claims and general human resource related matters.

Solaris does not have insurance against all foreseeable risks and may not be able to maintain adequate insurance in the future at rates it considers reasonable. The occurrence of a significant event or adverse claim in excess of the insurance coverage that Solaris maintains or that is not covered by insurance could have a material adverse effect on Solaris’s liquidity, results of operations and financial condition.

Reliance upon a few large customers may adversely affect Solaris’s revenue and operating results.

Solaris derives, and may continue to derive, a significant portion of its revenue from a relatively small number of customers and the operations of its customers have and may continue to experience delays or disruptions and temporary suspensions of operations. Solaris typically does not enter into long-term contractual agreements with its customers and if Solaris were to lose any material customer, it may not be able to redeploy its equipment at similar utilization or pricing levels or within a short period of time and such loss could have a material adverse effect on Solaris’s business until the equipment is redeployed at similar utilization or pricing levels.

Events outside of Solaris’s control, including a pandemic or outbreak of an infectious disease, political unrest, armed conflicts and economic recessions occurring around the globe, could materially adversely affect Solaris’s business, liquidity, results of operations and financial condition.

Solaris faces risks that are outside of its control which could significantly disrupt the demand for oil and natural gas and its products and services, and adversely impact its operations and financial condition. These risks include, but are not limited to:

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The degree to which events outside of Solaris’s control adversely impact its results will also depend on future developments, which are highly uncertain and cannot be predicted. These and other factors can, individually or collectively contribute to unprecedented negative global economic impacts, including a significant decrease in demand. While Solaris expects these matters discussed above will continue to disrupt its operations in some way, the degree of the adverse financial impact cannot be reasonably estimated at this time.

Solaris may grow through acquisitions and its failure to properly plan and manage those acquisitions may adversely affect its performance.

Solaris has completed and may, in the future, pursue asset acquisitions or acquisitions of businesses. Solaris must plan and manage any acquisitions and integrations effectively to achieve revenue growth and maintain profitability in its evolving market. If Solaris fails to manage acquisitions and integrations effectively, its results of operations could be adversely affected.

The Contribution, itself, is a business combination by Solaris which contemplates entry into a new line of business. To the extent Solaris is unable to properly adjust its business model and strategies and manage the acquisition of the Company Business, Solaris’s financial and operational performance may be adversely affected. See “Risks Related to the Combined Company—Solaris will face a variety of risks related to its entry into a new line of business following completion of the Contribution.”

Solaris engages in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on it.

Solaris has entered into transactions with related parties. Related party transactions create the possibility of conflicts of interest with regard to Solaris’s management or directors. Such a conflict could cause an individual in Solaris’s management or on the Board to seek to advance his or her economic interests above Solaris’s. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of Solaris’s investors. The Board, or a committee thereof, regularly reviews these transactions. Notwithstanding this, it is possible that a conflict of interest could have a material adverse effect on Solaris’s liquidity, results of operations and financial condition.

Solaris’s failure to protect its proprietary information and intellectual property rights, or any successful intellectual property challenges or infringement proceedings against Solaris, could result in a loss in Solaris’s competitive advantage or market share.

Because of the technical nature of Solaris’s business, it relies on a combination of patent, copyright, trademark and trade secret laws, and restrictions on disclosure to protect its intellectual property. Solaris also relies on third-party intellectual property licenses in connection with its business. Solaris may not be able to successfully preserve these intellectual property rights in the future or they may be invalidated. Third parties may knowingly or unknowingly infringe Solaris’s patents or other proprietary rights, third parties may challenge patents or proprietary rights held by Solaris, and pending and future trademark and patent applications may not be approved. It is possible that Solaris’s competitors or others could independently develop the same or similar

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technologies or otherwise obtain access to Solaris’s unpatented technologies. Policing unauthorized use of intellectual property rights can be difficult and expensive, and adequate remedies may not be available. Alternatively, third parties may initiate litigation against Solaris by asserting that the conduct of its business infringes, misappropriates or otherwise violates intellectual property rights and Solaris may be required to obtain necessary licenses or substantially re-engineer its products in order to avoid infringement. Failure to protect, monitor and control the use of its existing intellectual property rights or any successful intellectual property challenges or infringement proceedings against it could materially and adversely affect Solaris’s competitive advantage and result in it being enjoined from using or offering such products or technology and cause it to incur significant expenses.

Technological advancements in well service products and technologies, including those that reduce the amount of proppant used in hydraulic fracturing operations, could have a material adverse effect on Solaris’s business, financial condition and results of operations.

Solaris’s industry is characterized by rapid and significant technological advancements and introductions of new products and services using new technologies. As competitors and others use or develop new technologies, or technologies comparable to Solaris’s, in the future, it may lose market share or be placed at a competitive disadvantage. Further, Solaris may face competitive pressure to implement or acquire certain new technologies at a substantial cost. Some of Solaris’s competitors may have greater financial, technical and personnel resources than Solaris does, which may allow them to gain technological advantages or implement new technologies more rapidly than it. Limits on Solaris’s ability to effectively use, implement or adapt to new technologies may have a material adverse effect on its business, financial condition and results of operations.

Solaris is subject to cyber security risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

The oil and natural gas industry has become increasingly dependent on digital technologies to conduct certain processing activities. For example, Solaris depends on digital technologies to perform many of its services and to process and record financial and operating data and to collect and store sensitive data, including its proprietary business information and personally identifiable information of Solaris employees. At the same time, cyber incidents, including deliberate attacks, have increased. The U.S. government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats. Solaris’s technologies, systems and networks, and those of its vendors, suppliers and other business partners, may become the target of cyberattacks or information security breaches in the future that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period. Solaris’s systems and insurance coverage for protecting against cyber security risks, including cyberattacks, may not be sufficient and may not protect against or cover all of the losses (including potential reputational loss) Solaris may experience as a result of the realization of such risks. As cyber incidents continue to evolve, Solaris may be required to expend additional resources to continue to modify or enhance its protective measures or to investigate and remediate any vulnerability to cyber incidents. Solaris’s insurance coverage for cyberattacks may not be sufficient to cover all the losses it may experience as a result of such cyberattacks.

Solaris relies on a few key employees whose absence or loss could adversely affect its business.

Many key responsibilities within Solaris’s business have been assigned to a small number of employees. The loss of their services, whether permanently or temporarily could adversely affect Solaris’s business. Solaris does not have any written employment agreements with its executives at this time. Further, Solaris does not maintain “key person” life insurance policies on any of its employees. As a result, Solaris is not insured against any losses resulting from the death of its key employees.

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If Solaris is unable to access the services of a sufficient number of skilled and qualified workers, or are required to significantly increase wages to attract or retain such workers, Solaris’s capacity and profitability could be diminished and its growth potential could be impaired.

The manufacture and delivery of Solaris’s products and performance of its services requires skilled and qualified workers with specialized skills and experience who can perform physically demanding work. As a result of the volatility of the oilfield services industry and the demanding nature of the work, workers may choose to pursue employment in fields that offer a more desirable work environment at wage rates that are competitive. Increased competition for their services could result in a loss of available, skilled workers or at a price that is not as advantageous to Solaris’s business, both of which could negatively affect Solaris’s operating results. In addition, as a result of the Contribution, Solaris will be dependent on the Company’s personnel’s expertise and experience in the distributed power business line, until such time as the Company’s business becomes fully integrate with that of Solaris. Though Solaris’s historical turnover rates have been significantly lower than those of its competitors, if Solaris is unable to retain or meet growing demand for skilled technical personnel, its operating results and its ability to execute its growth strategies may be adversely affected.

Solaris is subject to extensive government laws and regulations concerning its employees, and the cost of compliance with such laws and regulations could be material.

Regulations related to wages and other compensation affect Solaris’s business. Any appreciable increase in applicable employment laws and regulations, including the statutory minimum wage, exemption levels, or overtime regulations, could result in an increase in labor costs. Such cost increases, or the penalties for failing to comply with such statutory minimums, could adversely affect Solaris’s business, financial condition, results of operations and cash available for distribution to its stockholders. Additionally, any changes in employment, benefit plan, tax or labor laws or regulations or new regulations proposed from time to time, could have a material adverse effect on Solaris’s employment practices, its business, financial condition, results of operations and cash available for distribution to its stockholders.

Unsatisfactory safety performance may negatively affect Solaris’s customer relationships and, to the extent Solaris fails to retain existing customers or attract new customers, adversely impact its revenues.

Solaris’s ability to retain existing customers and attract new business is dependent on many factors, including Solaris’s ability to demonstrate that it can reliably and safely operate its business in a manner that is consistent with applicable laws, rules and permits, which legal requirements are subject to change. Multiple or particularly severe accidents and high employee turnover can contribute to a deterioration of Solaris’s safety record. If one or more accidents were to occur in connection with the use of Solaris’s systems or performance of its services, the affected customer may seek to terminate or cancel its use of Solaris’s services which could cause Solaris to lose substantial revenues. Furthermore, Solaris’s ability to attract new customers may be impaired if they elect not to engage Solaris because they view its safety record as unacceptable.

Risks Related to Solaris’s Financial Condition:

Solaris’s business depends on domestic capital spending by the oil and natural gas industry, and reductions in capital spending could have a material adverse effect on its liquidity, results of operations and financial condition.

Solaris’s business is directly affected by capital spending to explore for, develop and produce oil and natural gas in the United States. The oil and natural gas industry is cyclical and historically has experienced periodic downturns in activity. If oil and natural gas prices decline below current levels for an extended period of time, certain of Solaris’s customers may be unable to pay their vendors and service providers, including Solaris, as a result of the decline in commodity prices. Reduced activity in Solaris’s areas of operation as a result of decreased capital spending may also have a negative long-term impact on Solaris’s business, even in an environment of stronger oil and natural gas prices. Any of these conditions or events could adversely affect Solaris’s operating results.

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Industry conditions are influenced by numerous factors over which Solaris has no control, including, but not limited to:

Solaris may be adversely affected by uncertainty in the global financial markets or the deterioration of the financial condition, and resulting credit risk, of its customers.

Solaris’s future results may be impacted by the uncertainty caused by an economic downturn, weak economic conditions and widespread financial distress, volatility or deterioration in the debt and equity capital markets, inflation, deflation or other adverse economic conditions that may negatively affect Solaris or parties with whom it does business resulting in a reduction in Solaris’s customers’ spending and their non-payment or inability to perform obligations owed to Solaris, such as the failure of customers to honor their commitments or the failure of major suppliers to complete orders. Additionally, during times when the natural gas or crude oil markets weaken, Solaris’s customers are more likely to experience financial difficulties, including being unable to access debt or equity financing, which could result in a reduction in Solaris’s customers’ spending for its systems and services. In addition, increased interest rates, whether resulting from inflationary concerns or otherwise, may prevent Solaris’s customers from being able to obtain debt financing at favorable rates, or at all. Solaris’s credit procedures and policies may not be adequate to fully reduce customer credit risk. If Solaris is unable to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration in their creditworthiness, any resulting bankruptcy or increase in nonpayment or nonperformance by them and Solaris’s inability to re-market or otherwise use its equipment could have a material adverse effect on its business, financial condition, prospects or results of operations.

The Solaris Credit Agreement subjects Solaris to various financial and other restrictive covenants. These restrictions may limit Solaris’s operational or financial flexibility and could subject it to potential defaults under the Solaris Credit Agreement.

The Solaris Credit Agreement and Santander Facility subject, and any future financing entered into in connection with the Contribution may subject, Solaris to significant financial and other restrictive covenants, including, but not limited to, restrictions on incurring additional debt and certain distributions, as well as a certain

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leverage ratio and minimum fixed charge coverage ratio Solaris must maintain. Solaris’s ability to comply with these financial condition tests can be affected by events beyond its control. If it is unable to remain in compliance with the financial covenants of the Solaris Credit Agreement, then amounts outstanding thereunder may be accelerated and become due immediately or Solaris may be unable to access the funds available. Any such acceleration could have a material adverse effect on Solaris’s financial condition and results of operations.

Solaris’s ability to use its net operating loss (“NOL”) carryovers may be limited.

As of December 31, 2023, Solaris had approximately $226.0 million of U.S. federal NOL carryovers and $49.4 million of state NOL carryovers. $169.9 million of Solaris’s U.S. federal NOL carryovers have no expiration date and the remaining U.S. federal NOL carryovers expire in 2037. $26.1 million of Solaris’s state NOL carryovers will expire in varying amounts beginning in 2037. Utilization of Solaris’s NOLs depends on many factors, including its future income, which cannot be assured. In addition, Section 382 of the Code, generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382 of the Code). In the event that an ownership change has occurred, or were to occur, with respect to Solaris, utilization of its NOLs would be subject to an annual limitation under Section 382 of the Code. Any unused annual limitation may be carried over to later years. If Solaris were to undergo an ownership change, some of its U.S. federal NOLs could expire before they can be used. In addition, future ownership changes or changes to the U.S. tax laws could limit Solaris’s ability to utilize its NOLs. To the extent Solaris is not able to offset its future income with its NOLs, this could adversely affect its operating results and cash flows.

Risks Related to Regulatory Matters

Laws, regulations, executive orders and other regulatory initiatives relating to hydraulic fracturing could increase Solaris’s and its customers’ costs of doing business and result in restrictions, delays or cancellations that may serve to limit future oil and natural gas exploration and production activities and could have a material adverse effect on Solaris’s business, results of operations and financial condition.

Although Solaris does not directly engage in hydraulic fracturing, its operational services support its E&P customers in such activities. The practice continues to be controversial, resulting in increased scrutiny and regulation of the hydraulic fracturing process, including by federal and state agencies and local municipalities. Additionally, with concerns about seismic activity being triggered by the injection of produced wastewaters into underground disposal wells, certain regulators are also considering or have adopted additional requirements related to seismic safety for hydraulic fracturing activities. Solaris’s customers’ inability to locate or contractually acquire and sustain the receipt of sufficient amounts of water could also adversely impact their exploration and production operations and result in a corresponding reduction in demand for Solaris’s services. The adoption of any federal, state or local laws or the implementation of regulations or issuance of executive orders regarding hydraulic fracturing, seismic activities, or leasing activities on federal properties, or the inability of Solaris’s customers to maintain adequate water supplies could potentially cause a decrease in the completion of new oil and gas wells and an associated decrease in demand for Solaris’s services and increased compliance costs and time, which could have a material adverse effect on Solaris’s business, results of operations, and financial condition.

Solaris is subject to environmental and occupational health and safety laws and regulations that may expose it to significant costs and liabilities.

Solaris’s operations and the operations of its customers are subject to stringent federal, tribal, state and local laws and regulations governing worker health and safety, protection of the environment, including natural resources, endangered or threatened species or their habitat and migratory birds, and the management, transportation and disposal of wastes and other materials. In addition, Solaris’s business activities present risks of incurring significant environmental costs and liabilities, including costs and liabilities resulting from its

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management, transportation and disposal of regulated materials, such as oilfield and other wastes, because of air emissions and wastewater discharges related to its operations, and due to historical oilfield industry operations and waste disposal practices. Additionally, Solaris’s operations are subject to legal requirements whose purpose is to protect the health and safety of its workers including, for example, standards relating to human exposure to crystalline silica as a result of hydraulic fracturing-related activities. Failure to comply with environmental and occupational safety laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of investigatory, remedial and curative requirements or the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of projects and the issuance of orders enjoining future operations in affected areas.

Solaris’s costs to comply with existing or any new environmental or occupational health and safety laws, regulations and executive actions could impact it and its customers, increase the costs associated with its business or reduce demand for its services, any of which could have a material adverse effect on its business, results of operations and financial condition.

Solaris’s and its customers’ operations are subject to a number of risks arising out of the threat of climate change, energy conservation measures or initiatives that stimulate demand for alternative forms of energy that could result in increased operating and capital costs for Solaris’s customers and reduced demand for the products and services it provides.

The threat of climate change continues to attract considerable attention in the United States and foreign countries. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government related to the production and processing of fossil fuels and to monitor and limit emissions of GHGs as well as to eliminate such future emissions. For example, the Inflation Reduction Act, signed into law in August 2022, appropriates significant federal funding for renewable energy initiatives and incentives, and imposes the first-ever federal fee on excess methane emissions from certain oil and gas facilities. These and other actions could accelerate the transition away from fossil fuels and reduce demand for hydrocarbons, therefore reducing demand for Solaris’s products and services. Moreover, climate change-related regulatory initiatives to reduce carbon-based emissions may result in fuel conservation measures, alternative fuel requirements and increasing consumer demand for alternatives to oil and natural gas, which could reduce demand for the oil and natural gas Solaris’s customers produce and reduce the demand for its products and services. The SEC has additionally proposed a new rule that would require certain climate-related disclosures from registrants, which is expected to be finalized in 2024. Certain states have also enacted or are otherwise considering climate-related disclosure requirements. To the extent that provisions of this rule are finalized, Solaris could face increased costs associated with making the disclosures, and Solaris cannot predict how any information disclosed may be considered by investors or financial institutions, which could impact costs of, or restrictions on, Solaris or its customers’ access to capital. The adoption and implementation of any international, federal, regional or state legislation, executive actions, regulations or other regulatory initiatives that impose more stringent standards that restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased compliance costs or costs of consuming fossil fuels, which could reduce demand for Solaris’s products and services and could have a material adverse effect on its business, financial condition, results of operations and cash flows and revenues.

Increasing attention to environmental, social and governance (“ESG”) matters may impact Solaris’s business.

Increasing attention to climate change, increasing societal expectations on companies to address climate change, and potential consumer use of substitutes to fossil-fuel energy commodities may result in increased costs, reduced demand for Solaris’s customers’ hydrocarbon products and Solaris’s products and services, reduced profits, increased governmental investigations and private litigation against it, and negative impacts on Solaris’s stock price and access to capital markets. Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for Solaris’s customers’ hydrocarbon products and additional governmental investigations and private litigation against those customers. To the extent that societal

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pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to Solaris’s causation of or contribution to the asserted damage, or to other mitigating factors.

As part of Solaris’s ongoing effort to enhance its ESG practices, management regularly reports to the Board regarding its ESG policies. The goal is to integrate actions taken currently by Solaris regarding ESG issues, to assure corporate governance for a complex assessment of the environmental impact of Solaris’s products and activities, and to set a framework for the identification of sustainable development risks. While Solaris may elect to seek out various voluntary ESG targets now or in the future, such targets are aspirational. Solaris may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including as a result of unforeseen costs or technical difficulties associated with achieving such results. To the extent Solaris elected to pursue such targets and were able to achieve the desired target levels, such achievement may have been accomplished as a result of entering into various contractual arrangements, including the purchase of various credits or offsets that may be deemed to mitigate Solaris’s ESG impact instead of actual changes in its ESG performance. Notwithstanding Solaris’s election to pursue aspirational targets now or in the future, Solaris may receive pressure from investors, lenders or other groups to adopt more aggressive climate or other ESG-related goals, but Solaris cannot guarantee that it will be able to implement such goals because of potential costs or technical or operational obstacles.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to increased negative investor sentiment toward Solaris or its customers and to the diversion of investment to other industries which could have a negative impact on Solaris’s stock price and/or its access to and costs of capital. Also, institutional lenders may decide not to provide funding for fossil fuel energy companies or the corresponding infrastructure projects based on climate change related concerns, which could affect Solaris’s or its customers’ access to capital for potential growth projects, which can adversely affect its business. Further, while Solaris may participate in various voluntary frameworks and certification programs to improve the ESG profile of its operations and products, Solaris cannot guarantee that such participation or certification will have the intended results on Solaris or its products’ ESG profile. Such ESG matters may also impact Solaris’s customers, which may adversely impact its business, financial condition or results of operations.

Anti-indemnity provisions enacted by many states may restrict or prohibit a party’s indemnification of Solaris.

Solaris typically enters into agreements with its customers governing the use and operation of its systems and services, which usually include certain indemnification provisions for losses resulting from operations. Such agreements may require each party to indemnify the other against certain claims regardless of the negligence or other fault of the indemnified party; however, many states place limitations on contractual indemnity agreements, particularly agreements that indemnify a party against the consequences of its own negligence. Furthermore, certain states, including Louisiana, New Mexico, Texas and Wyoming have enacted statutes generally referred to as “oilfield anti-indemnity acts” expressly prohibiting certain indemnity agreements contained in or related to oilfield services agreements. Such anti-indemnity acts may restrict or void a party’s indemnification of Solaris, which could have a material adverse effect on its business, financial condition, prospects and results of operations.

Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect Solaris’s business and future profitability.

Solaris is subject to various complex and evolving U.S. federal, state and local taxes. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to Solaris, in each case, possibly with retroactive effect. Any significant variance in Solaris’s interpretation of current tax laws or a successful challenge of one or more of Solaris’s tax positions by the Internal Revenue Service or other tax authorities could increase Solaris’s future tax liabilities and have an adverse effect on its business and future profitability.

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Risks Related to the Class A Common Stock

Solaris is a holding company. Solaris’s sole material asset is its equity interest in Solaris LLC, and Solaris is accordingly dependent upon distributions from Solaris LLC to pay taxes, make payments under the Tax Receivable Agreement and cover its corporate and other overhead expenses.

Solaris is a holding company and has no material assets other than its equity interest in Solaris LLC. Solaris has no independent means of generating revenue. To the extent that Solaris needs funds, including to make payments under the Tax Receivable Agreement, and Solaris LLC or its subsidiaries are restricted from making such distributions or payments under applicable law or regulation or under the terms of the Solaris Credit Agreement or any future financing arrangements, or are otherwise unable to provide such funds, Solaris’s liquidity and financial condition could be materially adversely affected.

Solaris’s stock price could be volatile, and you may not be able to resell shares of your Class A Common Stock at or above the price you paid.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the Class A Common Stock. In addition, the market price of the Class A Common Stock may fluctuate significantly in response to a number of factors outside of Solaris’s control, including public reaction to Solaris’s releases and filings, actions by its competitors and actions by its stockholders. Additionally, if Solaris’s results fail to meet analyst expectations or if analysts cease coverage of Solaris, fail to publish reports on Solaris regularly, or downgrade the Class A Common Stock, Solaris’s stock price or trading volume could decline. Volatility in the market price of the Class A Common Stock may prevent you from being able to sell your Class A Common Stock at or above the price at which you purchased the stock. As a result, you may suffer a loss on your investment. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against Solaris, could result in substantial costs, divert its management’s attention and resources and harm its business, operating results and financial condition.

Future sales of Class A Common Stock in the public market, or the perception that such sales may occur, could reduce Solaris’s stock price, and any additional capital raised by Solaris through the sale of equity or convertible securities may dilute your ownership in Solaris.

Solaris may sell additional shares of Class A Common Stock in subsequent offerings. In addition, subject to certain limitations and exceptions, the holders of interest in Solaris LLC may redeem their non-controlling interest related to the portion of Solaris LLC Units (together with a corresponding number of shares of Class B Common Stock) for shares of Class A Common Stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and then sell those shares of Class A Common Stock. Sales of substantial amounts of Class A Common Stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of Class A Common Stock.

Holders of Class A Common Stock may not receive dividends on the Class A Common Stock.

Solaris declared its first dividend to Class A stockholders in the fourth quarter of 2018 and have continued to declare dividends on a quarterly basis. Solaris is not required to declare future dividends and holders of Class A Common Stock are entitled to receive only such dividends as the Board may declare. Any determination to pay dividends and other distributions in cash, stock or property by Solaris in the future will be dependent on then-existing conditions, including business conditions, Solaris’s financial condition, results of operations, liquidity, capital requirements, contractual restrictions including restrictive covenants contained in debt agreements and other factors.

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Solaris’s principal stockholders collectively hold a significant amount of the voting power of Solaris Common Stock.

Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to Solaris’s stockholders for their vote or approval, except as otherwise required by applicable law or the Solaris Charter. Solaris’s two largest beneficial owners, Yorktown Energy Partners X, L.P. (“Yorktown”) and William A. Zartler own a substantial majority of the Class B Common Stock, which represents approximately 32% of Solaris’s combined economic interest and voting power. Additionally, following the Closing of the Contribution, the Contributors and their affiliates are expected to own approximately 23% of Solaris’s combined economic interest and voting power. Although Solaris’s largest investors are entitled to act separately in their own respective interests with respect to their ownership in Solaris, if they choose to act in concert, they will together have the ability to strongly influence the election of the members of the Board, and thereby Solaris’s management and affairs. In addition, they will be able to strongly influence the outcome of all matters requiring stockholder approval, including mergers and other material transactions. The existence of significant stockholders may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of Solaris’s other stockholders to approve transactions that they may deem to be in the best interests of the company. Moreover, this concentration of stock ownership may also adversely affect the trading price of the Class A Common Stock to the extent investors perceive a disadvantage in owning stock of a company with a large stockholder.

Certain Designated Parties are not limited in their ability to compete with Solaris, and the corporate opportunity provisions in the Solaris Charter could enable such Designated Parties and their respective affiliates to benefit from corporate opportunities that might otherwise be available to Solaris.

Solaris’s governing documents provide that Yorktown, Wells Fargo Central Pacific Holdings, Inc. and directors who are not also Solaris officers, including William A. Zartler, its Chief Executive Officer and the Chairman of the Board, and their respective portfolio investments and affiliates (collectively, the “Designated Parties”) are not restricted from owning assets or engaging in businesses that compete directly or indirectly with Solaris. In particular, subject to the limitations of applicable law, the Solaris Charter, among other things:

The Designated Parties may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case Solaris may not become aware of or otherwise have the ability to pursue such opportunity. Furthermore, such businesses may choose to compete with Solaris for these opportunities, possibly causing these opportunities to not be available to Solaris or causing them to be more expensive for Solaris to pursue. In addition, the Designated Parties may dispose of oil and natural gas service assets in the future, without any obligation to offer Solaris the opportunity to purchase any of those assets. As a result, Solaris’s renouncing of interest and expectancy in any business opportunity that may be from time to time presented to the Designated Parties could adversely impact its business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for Solaris’s or become more expensive for Solaris to pursue.

Certain Solaris directors, including its Chairman and Chief Executive Officer, have significant duties with, and spend significant time serving, entities that may or may not compete with Solaris and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

Certain of Solaris’s executive officers and directors, who are responsible for managing the direction of its operations, hold positions of responsibility with other entities (including affiliated entities) that are in the oil and

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natural gas industry. These executive officers and directors may have conflicts of interest in allocating their time between these entities or whether to present potential business opportunities to other entities prior to presenting them to Solaris, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to Solaris. These conflicts may not be resolved in Solaris’s favor.

The Solaris Charter and Solaris Bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of the Class A Common Stock and could deprive Solaris’s investors of the opportunity to receive a premium for their shares.

The Solaris Charter authorizes Solaris to issue, without the approval of its stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over the Class A Common Stock respecting dividends, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series and distributions, as the Board may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of the Class A Common Stock. Similarly, the repurchase or redemption rights or liquidation preferences Solaris might assign to holders of preferred stock could affect the residual value of the Class A Common Stock.

If the Board elects to issue preferred stock, it could be more difficult for a third party to acquire Solaris. In addition, some provisions of the Solaris Charter and Solaris Bylaws could make it more difficult for a third party to acquire control of Solaris, even if the change of control would be beneficial to Solaris’s stockholders. These provisions include, among other things: a staggered, or classified, board of directors; permitting the majority of directors then in office, even if less than a majority, the right to fill vacancies; restricting the ability of stockholders to act by written consent or call special meetings of stockholders; supermajority requirements (75%) to remove directors from office; prohibitions on cumulative voting of directors; advance notice requirements for stockholders proposals; and express power to the Board to adopt, or alter or repeal the Solaris Bylaws.

In addition, certain change of control events have the effect of accelerating the payments due under the Tax Receivable Agreement, which could be substantial and accordingly serve as a disincentive to a potential acquirer of Solaris. Please see “—In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, Solaris realizes in respect of the tax attributes subject to the Tax Receivable Agreement.”

The Solaris Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Solaris’s stockholders, which could limit Solaris’s stockholders’ ability to obtain a favorable judicial forum for disputes with Solaris or its directors, officers, employees or agents.

The Solaris Charter provides that, unless Solaris consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on Solaris’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of Solaris directors, officers, employees or agents to Solaris or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Solaris Charter or the Solaris Bylaws, or (iv) any action asserting a claim against Solaris that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations promulgated thereunder. As a result, the exclusive forum provision will not apply to actions arising under the Exchange Act or the rules and regulations promulgated thereunder. However, Section 22 of the Securities Act provides for concurrent federal and state court jurisdiction over actions under the Securities Act and the rules and regulations promulgated thereunder, subject to a limited exception for certain “covered class actions” as defined in Section 16 of the Securities Act and interpreted by the courts. Accordingly, Solaris believes that the exclusive forum provision would apply to actions arising under the

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Securities Act or the rules and regulations promulgated thereunder, except to the extent a particular action fell within the exception for covered class actions or the exception in the Solaris Charter described above otherwise applied to such action, which could occur if the action also involved claims under the Exchange Act. Stockholders will not be deemed, by operation of Article 14 of the Solaris Charter alone, to have waived claims arising under the federal securities laws and the rules and regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring any interest in shares of the Solaris capital stock will be deemed to have notice of, and consented to, the provisions of the Solaris Charter. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Solaris or its directors, officers, employees or agents, which may discourage such lawsuits against Solaris and such persons. Alternatively, if a court were to find these provisions of the Solaris Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Solaris may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations.

Solaris will be required to make payments under the Tax Receivable Agreement for certain tax benefits that it may claim, and the amounts of such payments could be significant.

In connection with the closing of its initial public offering, Solaris entered into the Tax Receivable Agreement with other then-existing members of Solaris LLC (each such person and any permitted transferee, a “TRA Holder,” and together, the “TRA Holders”). The term of the Tax Receivable Agreement will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired, unless Solaris exercises its right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances, including Solaris’s breach of a material obligation thereunder or certain mergers, asset sales or other forms of business combinations or other changes of control), and Solaris makes the termination payment specified in the Tax Receivable Agreement.

Estimating the amount and timing of payments that may become due under the Tax Receivable Agreement is by its nature imprecise. For purposes of the Tax Receivable Agreement, cash savings in tax generally are calculated by comparing Solaris’s actual tax liability (determined by using the actual applicable United States federal income tax rate and an assumed combined state and local income and franchise tax rate) to the amount Solaris would have been required to pay had it not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of any redemption of Solaris LLC Units, the price of the Class A Common Stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount and timing of the taxable income Solaris generates in the future, the United States federal income tax rates then applicable, and the portion of Solaris’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis.

The payment obligations under the Tax Receivable Agreement are Solaris’s obligations and not obligations of Solaris LLC, and Solaris expects that the payments it will be required to make under the Tax Receivable Agreement will be substantial. The payments under the Tax Receivable Agreement are not conditioned upon a holder of rights under the Tax Receivable Agreement having a continued ownership interest in Solaris or Solaris LLC. Solaris LLC may make tax distributions to Solaris in order for Solaris to satisfy its obligations under the Tax Receivable Agreement and will be required to distribute cash pro rata to each of the other members of Solaris LLC, in accordance with the number of Solaris LLC Units owned by each member at that time.

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, Solaris realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

If Solaris experiences a change of control (as defined in the Tax Receivable Agreement), which includes certain mergers, asset sales and other forms of business combinations, or the Tax Receivable Agreement

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terminates early, Solaris would be required to make a substantial, immediate lump-sum payment. This payment would equal the present value of hypothetical future payments that could be required to be paid under the Tax Receivable Agreement (determined by applying a discount rate equal to the 12-month term Secured Overnight Financing Rate (“SOFR”) published by CME Group Benchmark Administration Limited plus 71.513 basis points). The calculation of hypothetical future payments will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including that (i) Solaris has sufficient taxable income to fully utilize the tax benefits covered by the Tax Receivable Agreement (including having sufficient taxable income to currently utilize any accumulated NOL carryforwards) and (ii) any Solaris LLC Units (other than those held by Solaris) outstanding on the termination date are deemed to be redeemed on the termination date. Any early termination payment may be made significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the termination payment relates. If Solaris experiences a change of control, such potential termination payment could have a substantial negative impact on Solaris’s liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales or other forms of business combinations or changes of control.

For example, if the Tax Receivable Agreement were terminated immediately after the filing of this proxy statement the estimated termination payments would, in the aggregate, be approximately $84.9 million (calculated using a discount rate equal to the 12-month term SOFR published by CME Group Benchmark Limited plus 71.513 basis points, applied against an undiscounted liability of $103.8 million, based upon the last reported closing sale price of the Class A Common Stock on July 30, 2024). The foregoing number is merely an estimate and the actual payment could differ materially. There can be no assurance that Solaris will be able to finance its obligations under the Tax Receivable Agreement.

Additionally, holders of Class A Common Stock could receive substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Further, Solaris’s payment obligations under the Tax Receivable Agreement will not be conditioned upon the TRA Holders having a continued interest in Solaris or Solaris LLC. Accordingly, the TRA Holders’ interests may conflict with those of the holders of Class A Common Stock.

Finally, payments under the Tax Receivable Agreement will be based on the tax reporting positions that Solaris will determine. The TRA Holders will not reimburse Solaris for any payments previously made under the Tax Receivable Agreement if any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed. As a result, in such circumstances, Solaris could make payments that are greater than Solaris’s actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect Solaris’s liquidity.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, may strain Solaris’s resources, increase its costs and distract management, and Solaris may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, Solaris needs to comply with laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and related regulations of the SEC and the requirements of the NYSE. Complying with these statutes, regulations and requirements occupies a significant amount of time of the Board and management and significantly increases Solaris’s costs and expenses.

Under Section 404(a) of the Sarbanes-Oxley Act, Solaris management is required to assess and report annually on the effectiveness of its internal control over financial reporting and identify any material weaknesses in its internal control over financial reporting. In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, Solaris has expended, and anticipates that it will continue to expend, significant resources, including accounting-related costs and significant management

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oversight. In compliance with the Sarbanes-Oxley Act, Solaris is required to have its independent registered public accounting firm attest to the effectiveness of its internal controls. Solaris’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its controls are documented, designed, operated or reviewed. Compliance with these requirements may strain Solaris’s resources, increase its costs and distract management, and Solaris may be unable to comply with these requirements in a timely or cost-effective manner.

Solaris’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Weaknesses in Solaris’s disclosure controls and internal control over financial reporting may also be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm Solaris’s results of operations or cause it to fail to meet its reporting obligations and may result in a restatement of its financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of Solaris’s internal control over financial reporting. If material weaknesses are discovered in the future, Solaris’s financial statements could contain additional errors which, in turn, could lead to errors in its financial reports and/or delays in its financial reporting, which could require Solaris to further restate its operating results. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in Solaris’s reported financial and other information, which would likely have a negative effect on the trading price of the Class A Common Stock. In addition, being a public company subject to these rules and regulations may make it more difficult and more expensive for Solaris to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for Solaris to attract and retain qualified individuals to serve on the Board or as executive officers.

Additionally, as a public company, Solaris is required to: (i) comply with any new requirements if adopted by the Public Company Accounting Oversight Board (United States) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (ii) provide certain disclosures regarding executive compensation required of larger public companies; or (iii) hold nonbinding advisory votes on executive compensation.

Solaris previously identified a material weakness in its internal control related to ineffective information technology general controls which has been remediated as of December 31, 2023. Additional material weaknesses in internal control could arise in the future and, if not remediated appropriately or timely, could result in loss of investor confidence and adversely impact Solaris’s stock price.

Internal controls related to the operation of technology systems are critical to maintaining adequate internal control over financial reporting. Management previously identified a material weakness in internal control related to ineffective information technology general controls in the areas of user access, application change management, operating system and logical access controls, and segregation of duties for a third-party information technology system that supports Solaris’s financial reporting process for its last mile logistics services, which includes the costs of providing that service and the associated pass through revenues. As a result, management concluded that Solaris’s internal control over financial reporting was not effective as of December 31, 2022. During the year ended December 31, 2023, Solaris executed a remediation plan and, as a result determined that, as of December 31, 2023, the material weakness has been remediated.

Solaris can give no assurance that additional material weaknesses in internal control will not arise in the future. If Solaris is unable to remediate the development of new material weaknesses in internal control, or are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, Solaris’s ability to record, process and report financial information accurately, and to prepare

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financial statements within required time periods, could be adversely affected, which could subject it to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in its financial statements and adversely impact its stock price.

Risks Related to the Company

The Company is dependent on its relationships with key suppliers to obtain equipment for its business.

The Company is dependent on a limited number of key suppliers for access to the unique equipment used in the provision of the Company’s offering. If the Company fails to maintain adequate relationships with such suppliers or if it fails to receive equipment from its suppliers in a timely manner, then its competitive position may be harmed and its operations, financial conditions and/or cash flows may be negatively impacted.

In addition, the prices of certain equipment may continue to experience inflationary pressures that could further increase such costs. The Company may not be able to pass on these costs to its customers, which could have a material adverse impact on its results of operations, financial condition and/or cash flows.

Unavailability of, and lengthy delays in obtaining, the necessary equipment may result from a number of factors affecting the Company’s suppliers including capacity constraints, labor shortages or disputes, supplier product quality issues and suppliers’ allocations to other purchasers. These risks can be magnified in a weak economic environment or following increases in demand arising from an economic downturn, but are also generally present due to the nature of the Company’s business and its dependence on highly-specialized equipment. Such disruptions could result in the Company’s inability to effectively meet the needs of its customers and could result in a material adverse effect on operations, financial condition and/or cash flows.

Supply chain disruption and price escalation could have a material adverse effect on the Company’s business, liquidity, consolidated results of operations and consolidated financial condition.

Shortages, transportation and supply disruptions can adversely impact the sustainability of mobile power supply-demand dynamics. To varying degrees, these problems persist and may continue to persist as a consequence of evolving geopolitical trends. The factors that can adversely affect the Company’s business include supply chain disruptions, potential regulatory changes, uncertainty around potential economic slowdowns and potential impacts from geopolitical disruptions.

The Company has a significant customer concentration, which may adversely affect its operating results.

The Company currently has a significant customer concentration with a single data center client. Although the Company reasonably expects that customer concentration will be diluted through new contract fixtures with additional customers, until such time, if the Company were to lose such client, its operations, financial condition and/or cash flows may be negatively impacted.

The Company may be unable to adapt its technologies to meet increasing customer needs and power loads, which could result in increased downtime of its power generation offering and disruptions to the power supply to its customers.

As the Company expands its offering, the possibility exists that the Company’s current offering may not be able to effectively manage related power loads, resulting in potential downtimes and disruptions for its customers. Such experiences could have a material adverse effect on the Company’s business and operating results due to the damage to its reputation and the resulting dissatisfaction of customers.

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The Company expects to face significant competition in the future as the mobile power industry evolves.

The landscape of the mobile power industry is evolving rapidly, driven by increased demand from numerous end-markets, including those in the data center and energy businesses. As a result, increased competition from within the mobile power industry can likely be expected to occur. Should this materialize, the portion of the total addressable market that the Company could capture will be lower than expected which would translate to lower than expected revenues.

Many of the Company’s power systems involve long sales cycles.

The sales cycle for the Company’s power systems, from initial contact with potential customers to the commencement of field delivery, may be lengthy. Customers generally consider a wide range of solutions before making a decision to rent or to purchase power systems. Before a customer commits to rent or purchase power systems, they often require a significant technical review, assessment of competitive offerings and approval at a number of management levels within their organization. During the time the Company’s customers are evaluating its offerings, the Company may incur substantial sales and marketing, engineering, and research and development expenses.

The Company’s customers may not continue to outsource their power system needs.

The Company’s customers can evaluate a wide range of applications and equipment to address standby and/or prime power generation needs,. As a result of the significant resources and expertise required to develop these systems, certain of these customers have historically chosen to outsource the provision of power generation to the Company. To a significant extent, the Company depends on customers continuing to outsource their power generation needs. Customers may not continue to outsource as much or any of their power generation needs in the future or may seek alternative solutions.

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PARTIES TO THE CONTRIBUTION

Solaris Oilfield Infrastructure, Inc.

Solaris is a Delaware corporation and is a Houston, Texas based business. Solaris designs and manufactures specialized equipment, which combined with field technician support, last mile and mobilization logistics services and software solutions, enables Solaris 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. Solaris services most active oil and natural gas basins in the United States.

Solaris’s principal executive offices are located at 9651 Katy Freeway, Suite 300, Houston, Texas 77024 and its telephone number is (281) 501-3070. Solaris’s Class A Common Stock is listed on the NYSE under the trading symbol “SOI.” In connection with the closing of the Contribution and upon approval of the Charter Amendment Proposal by Solaris’s stockholders, Solaris has agreed to rebrand and change its name to “Solaris Energy Infrastructure, Inc.” and have its Class A Common Stock trade on the NYSE under the new ticker symbol “SEI.”

For additional information about Solaris and its subsidiaries, see the sections entitled “Description of Solaris’s Business” and “Where You Can Find More Information.”

Solaris Oilfield Infrastructure, LLC

Solaris LLC owns all of the outstanding equity interest in the subsidiaries through which Solaris operations its assets. Solaris is the sole managing member of Solaris LLC and is responsible for all operational, management and administrative decisions relating to Solaris LLC’s business and consolidates financial results of Solaris LLC and its subsidiaries. In connection with the Contribution, each Contributor will contribute, assign and transfer to Solaris LLC (or a subsidiary of Solaris LLC), all Company Interests owned by such Contributor, and Solaris LLC will acquire all of the Company Interests from the Contributors. In connection with the closing of the Contribution and upon approval of the Charter Amendment Proposal by Solaris’s stockholders, Solaris expects to change the name of Solaris LLC to “Solaris Energy Infrastructure, LLC.”

Solaris LLC’s principal executive offices are located at c/o Solaris Oilfield Infrastructure, Inc., 9651 Katy Freeway, Suite 300, Houston, Texas 77024 and its telephone number is (281) 501-3070.

John A. Johnson

John A. Johnson is an individual resident of the State of Florida and owns all of the issued and outstanding equity interests of J Turbines.

John Tuma

John Tuma is an individual resident of the State of Texas and owns all of the issued and outstanding equity interests of KTR.

KTR Management Company, LLC

KTR is a Texas limited liability company. KTR owns 50.0% of the outstanding equity interests of the Company.

KTR’s principal executive office is located at 327 N. Commerce Street, Centerville, Texas 75833.

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J Turbines Inc.

J Turbines is a Delaware corporation. J Turbines owns 50.0% of the outstanding equity interests of the Company.

J Turbines’ principal executive office is located at 2929 Buffalo Speedway, A1204, Houston, Texas 77098.

Mobile Energy Rentals LLC

The Company is headquartered in Houston, Texas and is a mobile distributed power solutions company that offers its customers a comprehensive range of mobile power equipment for lease, including generators, transformers and power distribution systems. The Company serves customers in a number of end markets, including data center, energy and other commercial and industrial applications. The Company provides customers with configurable sets of mobile turbines and support equipment that generate reliable and cost-effective power where grid infrastructure may not be available or reliable, or otherwise does not fully meet the power needs of customers.

The Company’s principal executive office is located at 2929 Buffalo Speedway, A1204, Houston, Texas 77098.

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THE SPECIAL MEETING

Solaris is furnishing this proxy statement as part of the solicitation of proxies by the Board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting will be held on August 30, 2024, at 10:00 a.m. Central Time at the principal executive offices of Solaris located at 9651 Katy Freeway, Suite 300, Houston, Texas 77024. If you plan to attend the special meeting in person, please arrive at least 15 minutes before the start time of the special meeting.

Purpose of the Special Meeting

At the special meeting, Solaris’s stockholders of record will be asked to consider and vote on the following proposals:

Recommendations of the Board

The Board carefully reviewed and considered the terms and conditions of the Contribution Agreement, and the transactions contemplated thereby, including the Stock Issuance. By a unanimous vote of directors in attendance, the Board: (i) approved, adopted and declared advisable the Contribution Agreement and the transactions contemplated thereby, including the Stock Issuance; (ii) authorized the issuance of the Solaris LLC Units and shares of Class B Common Stock comprising the Closing Equity Consideration at the closing of the transactions and (iii) resolved to call a special meeting of Solaris’s stockholders for the purpose of submitting the Stock Issuance, as contemplated by the Contribution Agreement, to Solaris’s stockholders for approval. The Board additionally, subject to Solaris’s stockholders’ approval, approved, adopted and declared advisable that Solaris (i) amend the Solaris Charter to reflect the name change and (ii) amend the LTIP to increase the number of shares of Class A Common Stock issuable under such plan.

In connection with the Contribution, the Board unanimously recommends that you vote “FOR” the Stock Issuance Proposal. The Board additionally unanimously recommends that you vote “FOR” the Charter Amendment Proposal, “FOR” the LTIP Amendment Proposal and “FOR” the Adjournment Proposal.

Record Date and Quorum

Only holders of record of shares of Solaris Common Stock as of the close of business on the record date for the special meeting are entitled to receive notice of, and to vote at, the special meeting. You will be entitled to one vote on each of the proposals presented in this proxy statement for each share of Solaris Common Stock that you held as of the close of business on the record date. As of August 7, 2024, there were 30,330,894 shares of Class A Common Stock and 13,671,971 shares of Class B Common Stock issued and outstanding and entitled to vote at the

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special meeting. The presence at the special meeting, by attendance in person or by proxy, of the holders of the outstanding shares of Solaris Common Stock representing a majority of the voting power of all outstanding shares of Solaris Common Stock entitled to vote at the special meeting, represented in person or by proxy, constitutes a quorum for the special meeting.

If you are a stockholder of record of and you vote by mail, by telephone or through the internet or in person at the special meeting, then your shares of Solaris Common Stock will be counted as part of the quorum. If you are a “street name” holder of shares of Solaris Common Stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares of Solaris Common Stock and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.

All shares of Solaris Common Stock held by stockholders of record that are present at the special meeting in person or represented by proxy and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

Vote Required for Approval

The approval of the Stock Issuance Proposal by Solaris stockholders is a condition to the completion of the Contribution. None of the proposals are dependent on any other proposal.

The Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Solaris stockholders entitled to vote thereon, assuming a quorum is present.

The Charter Amendment Proposal requires the affirmative vote of the holders of at least 66 2/3% in voting power of the then-outstanding shares of Solaris Common Stock voting together as a single class and entitled to vote thereon, assuming a quorum is present.

The LTIP Amendment Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Solaris Common Stock present in person or represented by proxy and entitled to vote on the matter by Solaris stockholders at the special meeting, assuming a quorum is present.

The Adjournment Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Solaris Common Stock present in person or represented by proxy and entitled to vote on the matter by Solaris stockholders at the special meeting, assuming a quorum is present.

Effect of Abstentions; Broker Non-Votes

An abstention occurs when a Solaris stockholder returns a proxy with an “abstain” instruction. At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. As discussed in further detail below, there will not be any broker non-votes at the special meeting.

The Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Solaris stockholders entitled to vote thereon, assuming a quorum is present. Abstentions and failures to vote will have no effect on the Stock Issuance Proposal.

The Charter Amendment Proposal requires the affirmative vote of the holders of at least 66 2/3% in voting power of the then-outstanding shares of Solaris Common Stock voting together as a single class and entitled to vote thereon, assuming a quorum is present. Abstentions and failures to vote will have the effect of a vote “AGAINST” the Charter Amendment Proposal.

The LTIP Amendment Proposal requires the affirmative vote of a majority of the voting power of the then-outstanding shares of Solaris Common Stock present in person or represented by proxy and entitled to vote on the

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matter at the special meeting, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the LTIP Amendment Proposal. Failures to vote will have no effect on the LTIP Amendment Proposal.

The Adjournment Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Solaris Common Stock present in person or represented by proxy and entitled to vote on the matter at the special meeting, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal. Failures to vote will have no effect on the Adjournment Proposal.

A broker non-vote with respect to Solaris Common Stock occurs when (i) shares of Solaris Common Stock held by a broker or other nominee are represented, in person or by proxy, at a meeting of Solaris stockholders, (ii) the bank, broker or other nominee has not received voting instructions from the beneficial owner on a particular proposal and (iii) the bank, broker or other nominee does not have the discretion to direct the voting of the shares of Solaris Common Stock on a particular proposal but has discretionary voting power on other proposals. A bank, broker, trust or other nominee may exercise discretion in voting on routine matters but may not exercise discretion and therefore will not vote on non-routine matters if instructions are not given.

Under rules of the NYSE, all of the proposals in this proxy statement are non-routine matters. As a result, there will not be any broker non-votes at the special meeting.

Accordingly, if your shares of Solaris Common Stock are held in “street name,” a bank, broker, trust or other nominee will NOT be able to vote your shares, and your shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the approval of each of the (i) LTIP Amendment Proposal and (ii) Adjournment Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares present in person or represented by proxy and entitled to vote on the matter, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on those proposals, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on those proposals.

Similarly, because the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Solaris stockholders entitled to vote on the proposal, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on that proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on that proposal.

Since the Charter Amendment Proposal requires the affirmative vote of the holders of at least 66 2/3% in voting power of the then-outstanding shares of Solaris Common Stock voting together as a single class and entitled to vote thereon, regardless of attendance at the special meeting, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the effect of a vote “AGAINST” that proposal.

Voting by Solaris’s Directors, Executive Officers and Affiliated Entities

At the close of business on August 7, 2024, directors and executive officers of Solaris and affiliated entities of Solaris were entitled to vote 15,282,777 shares of Solaris Common Stock, representing 34.7% of the shares of Solaris Common Stock issued and outstanding on that date. Directors, executive officers and affiliated entities of Solaris have informed Solaris that they intend to vote their shares in favor of the Stock Issuance Proposal, the Charter Amendment Proposal, the LTIP Amendment Proposal and the Adjournment Proposal, although none of the directors and executive officers and affiliated entities are obligated to do so.

How to Vote

Stockholders have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or through the internet. Please refer to your proxy

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card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and internet voting facilities for stockholders of record will close at 11:59 p.m. Eastern Time (i.e., 10:59 p.m. Central Time) on the day immediately preceding the date of the special meeting if your shares are held directly. If your shares are held in a plan, the telephone and internet voting facilities for stockholders of record will close at 11:59 p.m. Eastern Time (i.e., 10:59 p.m. Central Time) on August 26, 2024.

If you submit your proxy by mail, by telephone or through the internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your shares will be voted in favor of that proposal. If you indicate “ABSTAIN” on a proposal to be voted, it will have the effect of a vote “AGAINST” on (i) the Charter Amendment Proposal, (ii) the LTIP Amendment Proposal and (iii) the Adjournment Proposal. Abstentions will have no effect on the Stock Issuance Proposal.

If you wish to vote by proxy and your shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of common stock, your bank, broker, trust or other nominee will not be able to vote your shares on the proposals.

If you wish to vote by attending the special meeting in person and your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the special meeting. Obtaining a legal proxy may take several days.

If you do not submit a proxy or otherwise vote your shares of common stock in any of the ways described above, it will have the effect of a vote “AGAINST” the Charter Amendment Proposal and will have no effect on the Stock Issuance Proposal, the LTIP Amendment Proposal or the Adjournment Proposal.

Revocation of Proxies

Any proxy given by a stockholder of record may be revoked at any time before it is voted at the special meeting by doing any of the following:

“Street name” holders of shares of Solaris Common Stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate, including to permit further solicitation and vote of proxies in the

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event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal. Your shares of Solaris Common Stock will be voted on the Adjournment Proposal in accordance with the instructions indicated in your proxy or, if you submitted a valid proxy but no instructions were provided, “FOR” the proposal.

If a quorum is present at the special meeting, the special meeting may be adjourned by the affirmative vote of a majority of the voting power of the outstanding shares of Solaris Common Stock present in person or represented by proxy and entitled to vote on the matter by Solaris stockholders at the special meeting. The adjourned meeting may reconvene at the same or some other place, without further notice other than by an announcement made at the special meeting unless the adjournment is for more than 30 days thereafter or, if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the special meeting. Additionally, the Solaris Bylaws provide that the special meeting may be adjourned by the chairman of the special meeting, from time to time, for any reason, whether or not there is a quorum.

Solicitation of Proxies

Solaris is soliciting your proxy in connection with the special meeting, and is paying the cost of printing and mailing proxy materials. In addition to the solicitation of proxies by mail, solicitation may be made by Solaris’s directors, officers and other associates by personal interview, telephone, facsimile or electronic mail. No additional compensation will be paid to these persons for solicitation. At this time Solaris has not engaged a proxy solicitor. If Solaris does engage a proxy solicitor, it will pay the customary costs associated with such engagement. Solaris will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of Solaris Common Stock.

Tabulation of Votes

Broadridge will tabulate the votes cast at the special meeting.

Questions and Additional Information

For additional questions about the special meeting, assistance in submitting proxies or voting your shares of Solaris Common Stock, or additional copies of this proxy statement or the enclosed proxy card, please write to 9651 Katy Freeway, Suite 300, Houston, Texas 77024, Attention: Corporate Secretary.

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PROPOSAL 1: STOCK ISSUANCE PROPOSAL

Solaris is asking its stockholders to approve, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of an aggregate 16,464,778 shares of Class B Common Stock in connection with the Contribution.

A company listed on the NYSE is required to obtain stockholder approval prior to the issuance of common stock in any transaction or series of related transactions if the number of shares of common stock to be issued is equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock.

Solaris expects to issue an aggregate 16,464,778 shares of Class B Common Stock in the Stock Issuance, which will collectively represent greater than 20% of the outstanding shares of Solaris Common Stock and outstanding voting power. Accordingly, Solaris is seeking stockholder approval for the Stock Issuance.

Vote Required

The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Solaris stockholders entitled to vote thereon, assuming a quorum is present. Abstentions and failures to vote will no effect on the Stock Issuance Proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, then your shares of Solaris Common Stock represented by such proxy card will be voted “FOR” the Stock Issuance Proposal.

Board Recommendation

The Board unanimously recommends that Solaris stockholders vote “FOR” the Stock Issuance Proposal.

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PROPOSAL 2: CHARTER AMENDMENT PROPOSAL

In connection with the Contribution, Solaris has agreed to rebrand and change its name to “Solaris Energy Infrastructure, Inc.” and have its shares of Class A Common Stock trade on the NYSE under the new ticker symbol “SEI.” Similarly, Solaris intends to adopt a new corporate logo that reflects the new name. Additionally, in connection with the name change, Solaris expects to change the name of Solaris LLC to “Solaris Energy Infrastructure, LLC.”

Solaris is asking its stockholders to approve an amendment to the Solaris Charter, in the form attached to this proxy statement as Annex D, to effect a change to Solaris’s name from “Solaris Oilfield Infrastructure, Inc.” to “Solaris Energy Infrastructure, Inc.” Upon approval of the proposed Charter Amendment by Solaris’s stockholders, Solaris will file a Certificate of Second Amendment of the Amended and Restated Certificate of Incorporation of Solaris Oilfield Infrastructure, Inc. with the Secretary of State of the State of Delaware to effect the name change as soon as reasonably practicable in connection with the Contribution.

Proposed Charter Amendment

Solaris’s Board is asking Solaris stockholders to approve the Charter Amendment Proposal. The text and form of the proposed Charter Amendment is attached as Annex D to this proxy statement.

Effectiveness of the Charter Amendment

If the Charter Amendment Proposal is approved by Solaris’s stockholders, the Charter Amendment will become effective upon its filing with the Delaware Secretary of State, which filing is expected to occur as soon as reasonably practicable in connection with the Contribution. If the Charter Amendment is not approved by Solaris’s stockholders, the Solaris Charter will not be amended.

Vote Required

The Charter Amendment Proposal requires the affirmative vote of the holders of at least 66 2/3% in voting power of the then-outstanding shares of Solaris Common Stock, voting together as a single class, and entitled to vote thereon, assuming a quorum is present. Abstentions and failures to vote will have the effect of a vote “AGAINST” the Charter Amendment Proposal.

Brokers do not have the authority to exercise their discretion with respect to this proposal if they do not receive instructions from the beneficial owner. Therefore, it is important that you vote your shares by proxy or in person at the special meeting. If you submit a signed proxy card but do not give voting instructions as to how your shares of Solaris Common Stock should be voted, your shares will be voted “FOR” in accordance with the recommendations of the Board stated in this proxy statement.

Board Recommendation

The Board unanimously recommends that Solaris stockholders vote “FOR” the Charter Amendment Proposal.

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PROPOSAL 3: LTIP AMENDMENT PROPOSAL

Background

At the special meeting, Solaris stockholders will be asked to approve the Second Amendment (the “LTIP Amendment”) to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the “LTIP”), substantially in the form attached to this proxy statement as Annex E, which increases the number of shares of Class A Common Stock that may be issued under the LTIP by 1,600,000 shares. As of July 22, 2024, assuming maximum payout of currently outstanding awards, only 3,813,670 shares of Class A Common Stock remained available for issuance under the LTIP. The Board believes that the LTIP has assisted in Solaris’s recruitment and retention of qualified non-employee directors and key employees and has helped align their interests with the interests of Solaris’s stockholders. In addition, the Board believes that the ability to make grants of stock-based awards under the LTIP will be crucial to the integration and retention of new employees following the closing of the transactions contemplated by the Contribution Agreement. As a result, the Board believes that it is in the best interests of the Solaris and its stockholders to seek approval of a relatively small share increase in the number of shares that may be issued under the LTIP pursuant to the LTIP Amendment in order to allow Solaris to remain competitive among its peers and continue to promote these interests. Further, as described in more detail below, the increase being sought pursuant to the LTIP Amendment is comparable to, and reasonable in light of, the increase that was previously sought pursuant to the First Amendment, which was approved by Solaris’s stockholders. If approved by Solaris’s stockholders, the LTIP Amendment would become effective on August 30, 2024 (the “Amendment Effective Date”).

The LTIP originally became effective on May 17, 2017 (the “Original Effective Date”). The Board adopted the First Amendment (as defined below) to the LTIP, which increased the number of shares of Class A Common Stock that may be issued under the LTIP (the “First Amendment”), and was approved by Solaris’s stockholders on May 16, 2023 and became effective as of May 17, 2023. Given Solaris’s entry into the Contribution Agreement and related integration of new employees following the closing of the transactions contemplated by the Contribution Agreement and Solaris’s desire to retain such employees, Solaris believes that the number of shares that remain issuable under the LTIP is not sufficient to enable Solaris to grant stock-based awards under the LTIP in a manner that would allow Solaris to recruit, integrate and retain qualified employees and align their interests with the interests of Solaris’s stockholders and remain competitive amongst its peers. Hence, Solaris believes that a slight increase in the number of shares of Class A Common Stock that may be issued under the LTIP is appropriate and necessary. The LTIP Amendment would increase the number of shares of Class A Common Stock that may be issued under the LTIP by 1,600,000 shares (the “Additional Shares”).

As of July 22, 2024, the total number of outstanding shares of Solaris Common Stock was 44,011,335. After giving effect to the issuance of Solaris Common Stock in connection with the Contribution, it is expected that the total number of outstanding shares of Solaris Common Stock will be 60,481,923 following the closing of the Contribution. As such, the Additional Shares being sought pursuant to the LTIP Amendment represent less than 10% of the shares of Solaris Common Stock to be issued in connection with the Contribution. While Solaris is aware of the potential dilutive effect of compensatory equity awards, it also recognizes the significant motivational and performance benefits that may be achieved from making such awards. When Solaris originally adopted the LTIP, which reserved 5,118,080 shares of Class A Common Stock for issuance, Solaris’s dilution (which is the number of shares of Class A Common Stock available for grant under the LTIP, divided by the total number of shares of Solaris Common Stock outstanding) was approximately 12.1%. When the First Amendment was originally approved, Solaris’s dilution was approximately 11.3% after giving effect to the increase in the number of shares of Class A Common Stock available for grant under the LTIP pursuant to the First Amendment. Solaris’s current dilution (based on the number of shares of Class A Common Stock that currently remain available for grant under the LTIP (assuming maximum payout of currently outstanding awards), which was 3,813,670 shares as of July 22, 2024, divided by the total number of shares of Solaris Common Stock outstanding, which was 44,011,335 shares as of July 22, 2024) is 8.7%. If the LTIP Amendment is approved by Solaris stockholders, the potential dilution from issuances authorized under the LTIP (based on (i) the number of shares of Class A Common Stock that currently remain available for grant under the LTIP (assuming maximum

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payout of currently outstanding awards), which was 3,813,670 shares as of July 22, 2024, plus the number of additional shares of Class A Common Stock authorized under the LTIP Amendment, which is 1,600,000 shares, divided by (ii) the total number of shares of Solaris Common Stock outstanding, after giving effect to the issuance of Solaris Common Stock in connection with the Contribution, which will be 60,481,923 following the closing of the Contribution) would be approximately 9%. As a result, such potential dilution would be comparable to, but ultimately lower than, (i) Solaris’s dilution when the LTIP was originally adopted (i.e., 12% dilution) and (ii) Solaris’s dilution when the First Amendment was originally adopted (i.e., 11.3%). Given this, the Board believes that the increase sought pursuant to the LTIP Amendment is reasonable.

Consequences of Failing to Approve the LTIP Amendment

The LTIP Amendment will not be implemented unless approved by Solaris stockholders. If the LTIP Amendment is not approved by Solaris stockholders, the LTIP will remain in effect in its present form and Solaris will continue to grant awards thereunder until the share reserve under the LTIP is exhausted. If that occurs, Solaris may be compelled to increase significantly the cash component of its director compensation, which may not necessarily align director compensation interests with the investment interests of its stockholders, as well as the alignment provided by equity-based awards. Replacing equity awards with cash would also increase cash compensation expense and use cash that could be better utilized if reinvested in Solaris’s businesses or returned to its stockholders. Further, following the closing of the transactions contemplated by Contribution Agreement, it is imperative that Solaris recruit, integrate and retain key employees and, without the LTIP Amendment, Solaris may experience employee turnover that could lead to difficulties in remaining competitive with its peers.

Description of the LTIP

A summary description of the material features of the LTIP, as amended to reflect the LTIP Amendment, is set forth below. This summary does not purport to be a complete description of all the provisions of the LTIP or the LTIP Amendment and is qualified in its entirety by reference to (i) the LTIP, which was filed as Exhibit 4.3 to Solaris’s Form S-8 Registration Statement (File No. 333-218043) filed with the SEC on May 16, 2017, (ii) the First Amendment, which was filed as Exhibit 10.1 to Solaris’s Form 8-K Current Report (File No. 0001-38090) filed with the SEC on May 22, 2023 and (iii) the LTIP Amendment, in the form attached as Annex E to this proxy statement. The purpose of the LTIP is to provide incentives to Solaris’s employees, non-employee directors and other service providers in order to induce them to work for the benefit of, and to promote the success of, Solaris and its affiliates and to attract, reward and retain key personnel.

LTIP Share Limits. As noted above, as of July 22, 2024, only 3,813,670 shares of Class A Common Stock remained available out of the shares originally authorized for issuance under the LTIP and the First Amendment (assuming maximum payout of currently outstanding awards). The LTIP Amendment would increase the number of shares of Class A Common Stock available for awards under the LTIP by 1,600,000 shares, and such shares would be available for issuance under the LTIP as incentive stock options. The closing price of Solaris’s shares of Class A Common Stock, as quoted on the NYSE on August 6, 2024, was $11.60.

The aggregate grant date fair value of all awards granted under the LTIP to each non-employee director in any calendar year may not exceed $750,000, in each case multiplied by the number of full or partial calendar years in any performance period established with respect to an award, if applicable; provided, that, for the calendar year in which a non-employee director first commences service on the Board only, the foregoing limitation shall be doubled. In addition, the foregoing limitation does not apply to awards granted to a non-employee director during any period in which such individual was an employee or service provider other than in the capacity of a non-employee director.

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If stockholders approve the LTIP Amendment, Solaris intend to file, pursuant to the Securities Act a registration statement on Form S-8 to register the Additional Shares.

Administration. The LTIP is administered by Solaris’s Compensation Committee, except to the extent the Board elects to administer the LTIP (the “administrator”). The administrator has broad discretion to administer the LTIP, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted and the terms and conditions of awards. The administrator may also accelerate the vesting or exercise of any award and make all other determinations and take all other actions necessary or advisable for the administration of the LTIP.

Eligibility. Any individual who is an officer or employee or an officer or employee of Solaris or any of its affiliates, and any other person who provides services to Solaris or its affiliates, including members of the Board, are eligible to receive awards under the LTIP at the discretion of the administrator. Solaris currently has six executive officers, 350 other employees and seven non-employee directors, all of whom are eligible to receive awards under the LTIP.

LTIP Awards. The LTIP provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, substitute awards and performance awards.

Stock Options. The administrator may grant incentive stock options and options that do not qualify as incentive stock options, except that incentive stock options may only be granted to persons who are employees of Solaris or employees of one of its subsidiaries, in accordance with Section 422 of the Code. The exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of Class A Common Stock on the date on which the option is granted and the option must not be exercisable for longer than ten (10) years following the date of grant. In the case of an incentive stock option granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of Solaris’s capital stock, the exercise price of the stock option must be at least 110% of the fair market value of a share of Class A Common Stock on the date of grant and the option must not be exercisable more than five years from the date of grant.

Stock Appreciation Rights. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of Class A Common Stock on the date of exercise over the grant price of the SAR. The grant price of a SAR generally cannot be less than 100% of the fair market value of a share of Class A Common Stock on the date on which the SAR is granted. The term of a SAR may not exceed ten (10) years. SARs may be granted in connection with, or independent of, a stock option. SARs may be paid in cash, Class A common stock or a combination of cash and Class A Common Stock, as determined by the administrator.

Restricted Stock. Restricted stock is a grant of shares of Class A Common Stock subject to the restrictions on transferability and risk of forfeiture imposed by the administrator. In the discretion of the administrator, dividends distributed prior to vesting may be subject to the same restrictions and risk of forfeiture as the restricted stock with respect to which the distribution was made.

Restricted Stock Units. A restricted stock unit is a right to receive cash, Class A Common Stock or a combination of cash and Class A Common Stock at the end of a specified period equal to the fair market value of one share of Class A Common Stock on the date of vesting. Restricted stock units may be subject to the restrictions, including a risk of forfeiture, imposed by the administrator.

Stock Awards. A stock award is a transfer of unrestricted shares of Class A Common Stock on terms and conditions determined by the administrator.

Dividend Equivalents. Dividend equivalents entitle an individual to receive cash, shares of Class A Common Stock, other awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of shares of Class A Common Stock. Dividend equivalents may be awarded on a free-standing basis or in connection with another award (other than an award of restricted stock or a stock

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award). The administrator may provide that dividend equivalents will be paid or distributed when accrued or at a later specified date, including at the same time and subject to the same restrictions and risk of forfeiture as the award with respect to which the dividends accrue if they are granted in tandem with another award.

Other Stock-Based Awards. Subject to limitations under applicable law and the terms of the LTIP, the administrator may grant other awards related to Class A Common Stock. Such awards may include, without limitation, awards that are convertible or exchangeable debt securities, other rights convertible or exchangeable into Class A common stock, purchase rights for Class A Common Stock, awards with value and payment contingent upon Solaris’s performance or any other factors designated by the administrator, and awards valued by reference to the book value of Class A Common Stock or the value of securities of, or the performance of, its affiliates.

Cash Awards. The LTIP permits the grant of awards denominated in and settled in cash as an element of or supplement to, or independent of, any award under the LTIP.

Substitute Awards. Awards may be granted in substitution or exchange for any other award granted under the LTIP or any other right of an eligible person to receive payment from Solaris. Awards may also be granted under the LTIP in substitution for similar awards held by individuals who become eligible persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with Solaris or one of its affiliates.

Performance Awards. Performance awards represent awards with respect to which a participant’s right to receive cash, shares of Class A Common Stock, or a combination of both, is contingent upon the attainment of one or more specified performance measures during a specified period. The administrator will determine the applicable performance period, the performance goals and such other conditions that apply to each performance award. The administrator may use any business criteria and other measures of performance it deems appropriate in establishing the performance goals applicable to a performance award. The LTIP was originally designed to allow Solaris to provide “performance-based compensation” that was tax deductible by it without regard to the limits of Section 162(m) of the Code. However, the performance-based compensation exception under Section 162(m) of the Code was eliminated by the Tax Cuts and Jobs Act of 2017. Hence, there are certain provisions contained within the LTIP regarding Section 162(m) of the Code that are inapplicable.

Recapitalization. In the event of any change in Solaris’s capital structure or business or other corporate transaction or event that would be considered an equity restructuring, the administrator shall or may (as required by applicable accounting rules) equitably adjust the (i) aggregate number or kind of shares that may be delivered under the LTIP, (ii) the number or kind of shares or amount of cash subject to an award, (iii) the terms and conditions of awards, including the purchase price or exercise price of awards and performance goals, and (iv) the applicable share-based limitations with respect to awards provided in the LTIP, in each case to equitably reflect such event.

Change in Control. Except to the extent otherwise provided in any applicable award agreement, no award will vest solely upon the occurrence of a change in control. In the event of a change in control or other changes to Solaris or its Class A common stock, the Board may, at its discretion, (i) remove any applicable forfeiture restrictions on any award; (ii) accelerate the time of exercisability of an award, (iii) require awards to be surrendered in exchange for a cash payment or other consideration (including cancelling a stock option or SAR for no consideration if it has an exercise price or the grant price less than the value paid in the transaction), or (iv) make any other adjustments to awards that the administrator deems appropriate to reflect the applicable transaction or event (including the assumption of awards by a successor).

No Repricing. Except in connection with (i) the issuance of substitute awards granted to new service providers in connection with a transaction or (ii) adjustments to awards granted under the LTIP as a result of a transaction or recapitalization involving Solaris, without the approval of the Solaris stockholders, the terms of an outstanding option or SAR may not be amended to reduce the exercise price or grant price or to take any similar action that would have the same economic result.

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Clawback. All awards granted under the LTIP are subject to reduction, cancellation or recoupment under any written clawback policy that Solaris may adopt and that Solaris determines should apply to awards under the LTIP.

Amendment and Termination. The LTIP will automatically expire on the tenth (10^th) anniversary of the Amendment Effective Date. The Board may amend or terminate the LTIP at any time, subject to stockholder approval if required by applicable law, rule or regulation, including the rules of the stock exchange on which Solaris’s shares of Class A common stock are listed. The Board may amend the terms of any outstanding award granted under the LTIP at any time so long as the amendment would not adversely affect the rights of a participant under a previously granted award without the participant’s consent (or unless required by law or unless necessary to preserve the economic value of an award).

U.S. Federal Income Tax Consequences

The following discussion is for general information only and is intended to summarize briefly the United States federal income tax consequences to participants arising from participation in the LTIP. This description is based on current law, which is subject to change (possibly retroactively). The tax treatment of a participant in the LTIP may vary depending on his or her particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discuss any potential foreign, state, or local tax consequences. In addition, nonqualified stock options and SARs with an exercise price less than the fair market value of shares of common stock on the date of grant, SARs payable in cash, restricted stock units, and certain other awards that may be granted pursuant to the LTIP, could be subject to additional taxes unless they are designed to comply with certain restrictions set forth in Section 409A of the Code and guidance promulgated thereunder.

Tax Consequences to Participants under the LTIP

Options and SARs. Participants will not realize taxable income upon the grant of an option or a SAR. Upon the exercise of a nonqualified stock option or a SAR, a participant will recognize ordinary compensation income (subject to withholding if the participant is an employee) in an amount equal to the excess of (i) the amount of cash and the fair market value of the shares of common stock received, over (ii) the exercise price of the award. A participant will generally have a tax basis in any shares of common stock received pursuant to the exercise of a nonqualified stock option or SAR that equals the fair market value of such shares of common stock on the date of exercise. Subject to the discussion under “—Tax Consequences to Solaris” below, Solaris will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant under the foregoing rules. When a participant sells the shares of common stock acquired as a result of the exercise of a nonqualified stock option or SAR, any appreciation (or depreciation) in the value of the shares of common stock after the exercise date is treated as long- or short-term capital gain (or loss) for federal income tax purposes, depending on the holding period. The shares of common stock must be held for more than 12 months to qualify for long-term capital gain treatment.

Participants eligible to receive an option intended to qualify as an incentive stock option (i.e., under Section 422 of the Code) will not recognize taxable income on the grant of an incentive stock option. Upon the exercise of an incentive stock option, a participant will not recognize taxable income, although the excess of the fair market value of the shares of common stock received upon exercise of the incentive stock option (“ISO Shares”) over the exercise price will increase the alternative minimum taxable income of the participant, which may cause such participant to incur alternative minimum tax. The payment of any alternative minimum tax attributable to the exercise of an incentive stock option would be allowed as a credit against the participant’s regular tax liability in a later year to the extent the participant’s regular tax liability is in excess of the alternative minimum tax for that year.

Upon the disposition of ISO Shares that have been held for the required holding period (generally, at least two years from the date of grant and one year from the date of exercise of the incentive stock option), a participant will generally recognize capital gain (or loss) equal to the excess (or shortfall) of the amount received

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in the disposition over the exercise price paid by the participant for the ISO Shares. However, if a participant disposes of ISO Shares that have not been held for the requisite holding period (a “Disqualifying Disposition”), the participant will recognize ordinary compensation income in the year of the Disqualifying Disposition in an amount equal to the amount by which the fair market value of the ISO Shares at the time of exercise of the incentive stock option (or, if less, the amount realized in the case of an arm’s length disposition to an unrelated party) exceeds the exercise price paid by the participant for such ISO Shares. A participant would also recognize capital gain to the extent the amount realized in the Disqualifying Disposition exceeds the fair market value of the ISO Shares on the exercise date. If the exercise price paid for the ISO Shares exceeds the amount realized (in the case of an arm’s-length disposition to an unrelated party), such excess would ordinarily constitute a capital loss.

Solaris will generally not be entitled to any federal income tax deduction upon the grant or exercise of an incentive stock option, unless a participant makes a Disqualifying Disposition of the ISO Shares. If a participant makes a Disqualifying Disposition, Solaris will then, subject to the discussion below under “—Tax Consequences to Solaris,” be entitled to a tax deduction that corresponds as to timing and amount with the compensation income recognized by a participant under the rules described in the preceding paragraph.

Under current rulings, if a participant transfers previously held shares of common stock (other than ISO Shares that have not been held for the requisite holding period) in satisfaction of part or all of the exercise price of an option, whether a nonqualified stock option or an incentive stock option, no additional gain will be recognized on the transfer of such previously held shares of common stock in satisfaction of the nonqualified stock option or incentive stock option exercise price (although a participant would still recognize ordinary compensation income upon exercise of a nonqualified stock option in the manner described above). Moreover, that number of shares of common stock received upon exercise which equals the number of previously held shares of common stock surrendered in satisfaction of the nonqualified stock option or incentive stock option exercise price will have a tax basis that equals, and a capital gains holding period that includes, the tax basis and capital gains holding period of the previously held shares of common stock surrendered in satisfaction of the nonqualified stock option or incentive stock option exercise price. Any additional shares of common stock received upon exercise will have a tax basis that equals the amount of cash (if any) paid by the participant, plus the amount of compensation income recognized by the participant under the rules described above.

The LTIP generally prohibits the transfer of awards other than by will or according to the laws of descent and distribution or pursuant to a qualified domestic relations order, but the LTIP allows the committee to permit the transfer of awards (other than incentive stock options), in its discretion. For income and gift tax purposes, certain transfers of nonqualified stock options should generally be treated as completed gifts, subject to gift taxation.

The Internal Revenue Service has not provided formal guidance on the income tax consequences of a transfer of nonqualified stock options (other than in the context of divorce) or SARs. However, the Internal Revenue Service has informally indicated that after a transfer of options (other than in the context of divorce pursuant to a domestic relations order), the transferor will recognize income, which will be subject to withholding, and FICA/FUTA taxes will be collectible at the time the transferee exercises the options. If a nonqualified stock option is transferred pursuant to a domestic relations order, the transferee will recognize ordinary income upon exercise by the transferee, which will be subject to withholding, and FICA/FUTA taxes (attributable to and reported with respect to the transferor) will be collectible from the transferee at such time.

In addition, if a participant transfers a vested nonqualified stock option to another person and retains no interest in or power over it, the transfer is treated as a completed gift. The amount of the transferor’s gift (or generation-skipping transfer, if the gift is to a grandchild or later generation) equals the value of the nonqualified stock option at the time of the gift. The value of the nonqualified stock option may be affected by several factors, including the difference between the exercise price and the fair market value of the shares of common stock, the potential for future appreciation or depreciation of the shares of common stock, the time period of the nonqualified stock option and the illiquidity of the nonqualified stock option. The transferor will be

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subject to a federal gift tax, which will be limited by (i) the annual exclusion of $17,000 per donee (for 2023, subject to adjustment in future years), (ii) the transferor’s lifetime unified credit, or (iii) the marital or charitable deductions. The gifted nonqualified stock option will not be included in the participant’s gross estate for purposes of the federal estate tax or the generation-skipping transfer tax.

This favorable tax treatment for vested nonqualified stock options has not been extended to unvested nonqualified stock options. Whether such consequences apply to unvested nonqualified stock options or to SARs is uncertain and the gift tax implications of such a transfer is a risk that the transferor will bear upon such a disposition.

Other Awards: Stock Awards, Restricted Stock Units, Other Stock-Based Awards, and Cash Awards. A participant will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time the cash is otherwise made available for the participant to draw upon. Individuals will not have taxable income at the time of grant of a restricted stock unit award, but rather, will generally recognize ordinary compensation income at the time he or she receives cash or shares of common stock in settlement of the restricted stock unit award, as applicable, in an amount equal to the cash or the fair market value of the shares of common stock received.

A recipient of a stock award or other stock-based award or the receipt of shares pursuant to an incentive award or performance award generally will be subject to tax at ordinary income tax rates on the fair market value of the shares of common stock when received, reduced by any amount paid by the recipient; however, if the shares of common stock are not transferable and are subject to a substantial risk of forfeiture when received, a participant will recognize ordinary compensation income in an amount equal to the fair market value of the shares of common stock (i) when the shares of common stock first become transferable and are no longer subject to a substantial risk of forfeiture, in cases where a participant does not make a valid election under Section 83(b) of the Code, or (ii) when the award is received, in cases where a participant makes a valid election under Section 83(b) of the Code. If a Section 83(b) election is made and the shares of common stock are subsequently forfeited, the recipient will not be allowed to take a deduction for the value of the forfeited shares of common stock. If a Section 83(b) election has not been made, any dividends received with respect to Restricted Stock that are subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient; otherwise the dividends will be treated as dividends.

A participant who is an employee will be subject to withholding for federal, and generally for state and local, income taxes at the time he or she recognizes income under the rules described above. The tax basis in the shares of common stock received by a participant will equal the amount recognized by the participant as compensation income under the rules described in the preceding paragraph, and the participant’s capital gains holding period in those shares of common stock will commence on the later of the date the shares of common stock are received or the restrictions lapse. Subject to the discussion below under “—Tax Consequences to Solaris,” Solaris will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant under the foregoing rules.

Tax Consequences to Solaris

Reasonable Compensation. In order for the amounts described above to be deductible by Solaris (or a subsidiary), such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.

Golden Parachute Payments. The ability of Solaris (or the ability of one of its subsidiaries) to obtain a deduction for future payments under the LTIP could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.

Section 162(m). The ability of Solaris (or the ability of one of its subsidiaries) to obtain a deduction for amounts paid under the LTIP could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits

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Solaris’s ability to deduct compensation, for federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1,000,000.

New Plan Benefits

Because awards granted under the LTIP are at the discretion of the administrator, it is not possible to determine the benefits or amounts that will be received by or allocated to participants under the LTIP. Therefore, the New Plan Benefits Table is not provided.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information as of December 31, 2023 with respect to compensation plans under which equity securities of Solaris are authorized for issuance.

Solaris’s only equity compensation plan is the LTIP. The LTIP was approved by Solaris’s stockholders prior to its initial public offering, and the First Amendment to the LTIP was approved by its public stockholders.

Vote Required

Approval of the LTIP Amendment Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Solaris Common Stock present in person or represented by proxy and entitled to vote on the matter by Solaris stockholders at the special meeting, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the LTIP Amendment Proposal. Failures to vote will have no effect on the LTIP Amendment Proposal.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card. Therefore, it is important that you vote your shares by proxy or in person at the special meeting. If you submit a signed proxy card but do not give voting instructions as to how your shares of Solaris Common Stock should be voted, your shares will be voted “FOR” in accordance with the recommendations of the Board stated in this proxy statement.

Board Recommendation

The Board unanimously recommends that Solaris stockholders vote “FOR” the LTIP Amendment Proposal.

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PROPOSAL 4: ADJOURNMENT PROPOSAL

Solaris’s stockholders may be asked to adjourn the special meeting to a later date or time if necessary or appropriate, including to permit further solicitation and vote of proxies in the event that there are insufficient votes cast, or otherwise in connection with, the approval of the Stock Issuance Proposal at the special meeting to approve the Stock Issuance Proposal.

If a quorum is present at the special meeting, the special meeting may be adjourned by the affirmative vote of a majority of the voting power of the outstanding shares present in person or represented by proxy and entitled to vote on the matter by Solaris stockholders at the special meeting. The adjourned meeting may reconvene at the same or some other place, without further notice other than by an announcement made at the special meeting unless the adjournment is for more than 30 days thereafter or, if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the special meeting. Additionally, the Solaris Bylaws provide that the special meeting may be adjourned by the chairman of the special meeting, from time to time, for any reason, whether or not there is a quorum.

Vote Required

The Adjournment Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Solaris Common Stock present in person or represented by proxy and entitled to vote on the matter by Solaris stockholders at the special meeting, assuming a quorum is present. Abstentions will have will have the same effect as a vote “AGAINST” the Adjournment Proposal. Failures to vote will have no effect on the Adjournment Proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, then your shares of Solaris Common Stock represented by such proxy card will be voted “FOR” the Adjournment Proposal.

Board Recommendation

The Board unanimously recommends that Solaris stockholders vote “FOR” the Adjournment Proposal.

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THE CONTRIBUTION

Overview

On July 9, 2024, Solaris and Solaris LLC entered into the Contribution Agreement with John A. Johnson, John Tuma, J Turbines and KTR.

The Contribution Agreement provides that, subject to the terms and conditions set forth therein, J Turbines and KTR will contribute all of the issued and outstanding equity interests of the Company to Solaris LLC (or a subsidiary of Solaris LLC).

If the Contribution is completed, the aggregate consideration in exchange for the Company Interests will be:

A portion of the Closing Equity Consideration will be subject to a restrictive legend and subject to forfeiture to satisfy indemnity obligations (the “Indemnity Equity”). The Indemnity Equity will be comprised of a number of Solaris LLC Units equal to 10% of the total consideration, calculated using the Closing Price, and an equal number of shares of Class B Common Stock.

The Class B Common Stock to be issued in connection with the Contribution will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

Background of the Contribution

The terms of the Contribution Agreement are the result of arm’s-length negotiations between representatives of Solaris and the Company. The following is a summary of the events leading up to the signing of the Contribution Agreement and the key meetings, negotiations, discussions and actions by and between Solaris and the Company and their respective advisors that preceded execution of the Contribution Agreement and the public announcement of the transaction; it does not purport to catalogue every conversation or interaction among representatives of Solaris, the Company and other parties.

The Board, together with Solaris’s senior management, regularly reviews and assesses Solaris’s long-term strategic plans, goals, financial position, leverage, opportunities and risks in light of prevailing business and economic conditions and developments, in each case across a range of potential future scenarios and industry developments. As part of such ongoing reviews and evaluations, Solaris’s senior management engages in discussions with representatives of other companies and financial advisors from time to time. In connection with these activities, the Board meets periodically in the ordinary course of business to receive updates from Solaris’s senior management on prevailing market trends and opportunities, including any specific discussions with, or reviews of, other companies and to consider and evaluate potential strategic alternatives available to Solaris, including mergers and acquisitions.

Solaris completed its initial public offering in May 2017 and in the seven years since has developed a robust offering of products and services that include specialized mobile equipment, field technician support, last mile and mobilization services and software solutions. Solaris operates in all major U.S. shale plays, including the Permian, Eagle Ford, Marcellus/Utica, Haynesville, STACK/SCOOP, Powder River basin, Uintah and Bakken formations. In recent years, Solaris has focused on the expansion of its all-electric systems.

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The Company is a privately held Texas limited liability company that was formed in February of 2022. The Company was formed as a mobile distributed power solutions company and offers its customers a comprehensive range of mobile power equipment, including generators, transformers and power distribution systems. Recent industry trends, including accelerating demand for computing applications and increased demand for distributed mobile power in the energy industry, have led to growing demand for the services the Company provides. Prior to the discussions with Solaris, neither the Company, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with respect to any potential combinations of the business.

On March 27, 2024, member of Solaris’s management team (including, among others, William Zartler, Chief Executive Officer, Kyle Ramachandran, President and Chief Financial Officer, Kelly Price, Chief Operating Officer, and Christopher Powell, Chief Legal Officer) hosted John A. Johnson, founder and co-owner of the Company, at a strategic offsite meeting in Seabrook, Texas to discuss the distributed power business, industry trends, the strategies of each of Solaris and the Company and selected distributed power market participants. The parties resolved to stay in contact and set up a future meeting for further discussions.

On April 16, 2024, various members of each of Solaris’s and the Company’s management met in-person to introduce members of their respective teams and businesses and to discuss, at a high level, potential commercial or strategic opportunities, ranging from a possible investment by Solaris in the Company to a joint venture relationship to a potential combination of the businesses.

On April 23, 2024, Solaris and the Company entered into a mutual confidentiality agreement, which contained customary terms including restrictions on the sharing of confidential information and intellectual property protections, among other terms. The term of such confidentiality agreement was set at two years from the date of its execution. Later that day, the Company shared a business overview presentation with Solaris’s management team.

On May 2, 2024, Solaris’s and the Company’s management met to further review the distributed power competitive landscape, supply chain dynamics and the Company’s business and financial strategies. The presentation by the Company’s management at such meeting included an overview of the Company’s planned capital expenditures, including the purchase of six gas turbines. Solaris indicated to the Company that it would like additional time to review its operational and financial data.

On May 8, 2024, Messrs. Zartler, Ramachandran and Powell met with various members of the Company’s management to review the Company’s business and financial plan and to answer questions asked by Solaris management. At this meeting, the merits of a business combination, various pro forma projections and assumptions for a combined business and high-level terms of a potential acquisition of the Company by Solaris were discussed. Later that evening, Solaris sent a letter of intent (the “May 8 Letter”) to the Company, containing a non-binding term sheet which contemplated the acquisition of the Company by Solaris for $200 million, including $60 million of cash consideration and $140 million of consideration in the form of Solaris equity, a 180 day lock-up of the Contributors and an agreement by Solaris to reimburse the Company for certain capital expenditures incurred by the Company prior to the Closing, among other terms. The parties further agreed to begin confirmatory due diligence. The parties executed the May 8 Letter later that evening.

Following the execution of the May 8 Letter, later on May 8, 2024, Solaris formally engaged outside counsel Vinson & Elkins L.L.P. (“V&E”) for the purpose of negotiating a potential strategic transaction with the Company. V&E has previously served as Solaris’s outside legal counsel with respect to certain securities and governance-related matters and regularly provides Solaris senior management with certain updates and advice regarding industry trends, legal considerations and other factors.

On May 9, 2024, representatives of V&E met telephonically with Solaris management. The parties discussed generally timing of the transaction, due diligence of the Company, the financial statements required from the Company in order to complete the transaction, as well as indemnification and termination rights. In

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addition, Solaris management and the Company discussed whether the form of stock consideration offered to the holders of Company Interests would be comprised of shares of Class A Common Stock or shares of Class B Common Stock and Solaris LLC Units.

On May 14, 2024, a meeting of the Board was held, at which Solaris management presented information relating to the distributed power industry (including potential target companies within that industry), the Company and the May 8 Letter, highlighting key terms and answering questions from the Board relating to the Company’s business and financial information. The Board was generally supportive of a potential transaction and advised Solaris management to proceed with due diligence and the negotiation of definitive documentation.

On May 16, 2024, V&E provided Solaris management with an initial draft of the Contribution Agreement. Following Solaris management’s review and comment, V&E shared a draft of the Contribution Agreement with Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), counsel to the Company, on May 19, 2024, which included terms relating to a cash holdback to satisfy post-closing adjustments, the Closing Equity Consideration being comprised entirely of shares of Class A Common Stock, the Required Financial Statements, a 180-day lock-up of the Contributors, transaction financing, interim operating covenants, regulatory approval, restrictive covenants, closing conditions and terminations rights.

On May 23, 2024, certain members of each of Solaris’s and the Company’s management teams met telephonically to discuss the terms of the draft Contribution Agreement. Representatives of V&E and Skadden were also present.

Also on May 23, 2024, members of Solaris’s management discussed the potential transaction with representatives of Piper Sandler & Co. (“Piper Sandler”). Piper Sandler provided an overview of its fees, experience with similar transactions and additional information at such meeting.

On May 29, 2024, Skadden shared a revised draft of the Contribution Agreement with V&E, which, among other things, removed the cash holdback to be used to satisfy post-closing adjustments, expanded the representations and warranties of Solaris, removed certain interim operating covenants on Solaris’s business during the pendency of the Contribution and further limited the Contributor Parties’ indemnification obligations.

On June 5, 2024 (the “June 5 Board Meeting”), Solaris management met with the Board to provide a general update on the potential transaction, including details regarding the Company’s purchase of $222 million for new gas turbines and a right-of-first-refusal to purchase additional gas turbines, with such contractual commitments to be assumed by Solaris in the event of a potential transaction. At the June 5 Board Meeting, Solaris management provided a general update regarding the ongoing discussions with potential lenders relating to the transaction financing efforts. The form of equity consideration to be offered to the Contributor Parties was also discussed, with the Contributor Parties previously expressing a desire to receive shares of Class B Common Stock and Solaris LLC Units, as opposed to shares of Class A Common Stock. Also at the June 5 Board Meeting, the Board decided that, in light of Piper Sandler’s credentials and its transactional experience, it desired to approve the engagement of Piper Sandler in connection with the potential transaction. Piper Sandler began, at the request of Solaris senior management, due diligence investigations relating to the Company’s business, a review of the financial forecast for the Company, and general analyses relating to a proposed transaction.

On June 6, 2024, V&E shared a revised draft of the Contribution Agreement with Skadden, which, among other things, introduced a cash escrow to be used to satisfy post-closing adjustments, provided for the Closing Equity Consideration to be comprised of Solaris LLC Units and shares of Class B Common Stock, expanded the representations and warranties regarding the Company, reinserted post-closing restrictive covenants and increased the indemnification obligations of each of Solaris and Solaris LLC and the Contributor Parties.

On June 9, 2024, Skadden shared a revised draft of the Contribution Agreement with V&E, which, among other things, provided for the issuance of Closing Equity Consideration to persons other than the Contributors,

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limited certain indemnification obligations of the Contributor Parties, expanded the indemnification obligations of Solaris and Solaris LLC and allowed the Contributor Parties to elect to satisfy their indemnification obligations in cash or by forfeiture of Indemnity Equity.

On June 10, 2024, the parties met at Solaris’s executive offices, with V&E and Skadden representatives present, to negotiate the Contribution Agreement (the “June 10 Meeting”). These discussions covered, among other things, due diligence matters, certain representations and warranties, the scope of and limitations on indemnification obligations, matters relating to the Required Financial Statements, post-Closing restrictive covenants and registration rights for the Closing Equity Consideration received by the Contributors. The Company and Skadden representatives indicated that an initial draft of the Required Financial Statements would likely not be available for approximately two weeks. Solaris indicated that they would be unwilling to sign definitive documentation until such draft Required Financial Statements were available for review. Later that evening, Skadden provided a revised draft of the Contribution Agreement to V&E, reflecting certain discussions from the June 10 Meeting.

On June 11, 2024, the parties received first drafts of the Commitment Letter, Agency Fee Letter, and Fee Letter (together, the “Commitment Papers”) from Paul Hastings LLP (“Paul Hastings”) for the 364-Day Bridge Facility between Banco Santander, S.A., New York Branch (“Santander”) and Solaris. The initial terms of the Commitment Papers contemplated a $250,000,000 commitment to be syndicated with Santander as Administrative Agent (as defined in the Commitment Papers).

On June 13, 2024, V&E sent a revised draft of the Contribution Agreement to Skadden, which incorporated other matters discussed at the June 10 Meeting and included, at the Company’s request, an obligation for Solaris to file a registration statement with respect to the shares of Class A Common Stock issuable upon exchange of the Solaris LLC Units and Class B Common Stock to be issued as Closing Equity Consideration (including the Indemnity Equity).

On June 18, 2024, the Board held a meeting (the “June 18 Board Meeting”), at which Solaris senior management and representatives of V&E were present. Solaris senior management provided updates on the timing of the execution of definitive documentation, the transaction financing efforts (including the negotiation of committed financing documentation in the form of a $300 million 364-day senior secured bridge term loan facility from a group led by Santander), due diligence of the Company, commercial developments at the Company (including the purchase of additional equipment) and a pro forma financial summary of the combined company. Representatives of V&E additionally delivered a presentation relating to the Board’s fiduciary duties with respect to the negotiation of the proposed transaction and certain contractual obligations with respect to the proposed transaction. Representatives of Piper Sandler were also present at the June 18 Board Meeting and provided an overview of their fairness opinion methodologies for the proposed transaction.

On June 24, 2024, Skadden shared a revised draft of the Contribution Agreement with V&E, which included an annex to the Contribution Agreement contemplating the grant by Solaris of certain demand and piggyback rights to the Contributors with respect to the shares of Class A Common Stock issuable upon exchange of the Solaris LLC Units and Class B Common Stock to be issued as Closing Equity Consideration (including the Indemnity Equity). Later that afternoon, representatives of V&E and Skadden held a call where they discussed the status of an initial draft of the Required Financial Statements, the demand and piggyback rights sought and outstanding diligence matters.

On June 26, 2024, V&E, Paul Hastings, and Santander held a joint conference call to resolve all outstanding issues in connection with the Commitment Papers.

On June 27, 2024, the Company provided initial drafts of the Required Financial Statements to Solaris, which were subsequently reviewed by Solaris’s internal accounting team and its accounting advisors.

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On June 28, 2024, V&E shared a revised draft of the Contribution Agreement with Skadden, which, among other things, required persons other than the Contributors receiving Closing Equity Consideration to deliver a lock-up agreement providing for a 180-day lock-up period, consistent with the lock-up imposed on the Contributors under the Contribution Agreement, increased the cap on certain indemnification obligations of each of Solaris and Solaris LLC and the Contributor Parties, included restrictions on the transferability of registration rights and addressed certain tax allocation matters.

On July 2, 2024, Skadden shared a revised draft of the Contribution Agreement with V&E, which, among other things, decreased the cap on certain indemnification obligations of each of Solaris and Solaris LLC and the Contributor Parties and expanded the indemnification obligations of Solaris and Solaris LLC.

Later on July 2, 2024, V&E shared a revised draft of the Contribution Agreement with Skadden, which, among other things, limited the indemnification obligations of Solaris and Solaris LLC.

On July 4, 2024, V&E shared a legal due diligence report with Solaris management.

On July 5, 2024, V&E shared an initial draft of a form of lock-up agreement with Skadden.

On July 8, 2024, Skadden shared (i) a revised draft of the Contribution Agreement with V&E, which, among other things, added an interim operating covenant binding on the Contributor Parties and (ii) a revised draft of the form of lock-up agreement.

On July 9, 2024, Paul Hastings shared proposed execution versions of the Commitment Papers for the 364-day bridge facility, with an aggregate maximum principal amount of $300,000,000, consisting of a $250,000,000 initial term loan and a $50,000,000 delayed draw term loan, and syndicated with Santander, TCBI Securities, Inc. doing business as Texas Capital Securities, and Woodforest National Bank.

Additionally on July 9, 2024, the Board held a special meeting to consider the approval of a potential transaction, attended by representatives of Solaris senior management, Piper Sandler and V&E. During the meeting, Piper Sandler reviewed with the Board its financial analysis of the consideration to be paid by Solaris in the definitive form of the Contribution Agreement based on financial forecasts and other estimates prepared by Solaris (using, in the case of the Company, certain information provided by the Company’s management) (as described further in the section entitled “The Contribution—Certain Solaris Unaudited Forecasted Financial Information” of this proxy statement). At the request of the Board, Piper Sandler rendered its oral fairness opinion, subsequently confirmed by delivery of a written opinion dated July 9, 2024, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken as set forth in the written opinion, the Contribution Consideration was fair, from a financial point of view, to Solaris. Also at this meeting, representatives from V&E again reviewed with members of the Board their fiduciary duties and contractual obligations with respect to the proposed transaction. Representatives from V&E and Solaris management also answered questions from the Board relating to specific terms of the Contribution Agreement, including the interim operating covenants binding on Solaris. Following discussion among the Board members, Solaris senior management and representatives from Piper Sandler and V&E regarding the terms and conditions of the proposed transaction, the strategic rationale for the transaction, including the factors described under “—Reasons for the Contribution; Recommendations of the Board of Directors.” and the risks and the benefits of the transaction, the members of the Board present at such meeting unanimously: (i) approved, adopted and declared advisable the Contribution Agreement and the transactions contemplated thereby, including the Stock Issuance; (ii) authorized to issue the shares of Class B Common Stock and Solaris LLC Units comprising the Closing Equity Consideration at the closing of the Transactions; and (iii) resolved to call a special meeting of Solaris’s stockholders for the purpose of submitting the Stock Issuance, as contemplated by the Contribution Agreement and other matters related to the Contribution, to Solaris’s stockholders for adoption.

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Following market close on July 9, 2024, the parties finalized and executed the Contribution Agreement. Later that evening, Solaris issued a press release and investor presentation announcing the Proposed Transaction. The following morning of July 10, 2024, members of Solaris’s and the Company’s management held a conference call with investors relating to the Contribution.

On July 30, 2024, Solaris LLC entered into an agreement whereby it loaned $29,750,000 to the Company to fund certain progress payments owed to an equipment manufacturer for the purchase of power generation equipment pursuant to previously executed purchase orders. The funds that are the subject of the July 30 Loan were paid directly to the manufacturer by Solaris LLC for the benefit of the Company. Assuming closing of the Contribution, the July 30 Loan will be canceled at closing and netted against payments otherwise due for the AFE Payments.

Reasons for the Contribution; Recommendations of the Board of Directors

The Board carefully reviewed and considered the terms and conditions of the Contribution Agreement, and the Board carefully reviewed and considered the terms and conditions of the Contribution Agreement, and the transactions contemplated thereby, including the Stock Issuance. By a unanimous vote, the Board (i) approved, adopted and declared advisable the Contribution Agreement and the transactions contemplated thereby, including the Stock Issuance; (ii) authorized the issuance of the Solaris LLC Units and shares of Class B Common Stock comprising the Closing Equity Consideration at the closing of the Transactions; and (iii) resolved to call a special meeting of Solaris’s stockholders for the purpose of submitting the Contribution Agreement and Stock Issuance, as contemplated by the Contribution Agreement and other matters related to the Contribution, to Solaris’s stockholders for adoption.

The Board unanimously recommends that Solaris stockholders vote “FOR” the Stock Issuance Proposal.

In arriving at its decision to approve the Contribution Agreement and the transactions contemplated thereby, including the Stock Issuance, and to recommend that Solaris stockholders vote their shares of Solaris Common Stock in favor of the approval of the Stock Issuance Proposal, the Board consulted with Solaris’s management team, outside legal counsel and Solaris’s financial advisors, and considered a number of factors. The Board considered these factors as a whole and without assigning relative weights to each such factor, and overall considered the relevant factors to be favorable to, and in support of, its determinations and recommendations. The factors considered by the Board include the following factors (not necessarily in order of relative importance) that the Board viewed as being generally positive or favorable in coming to its determination, approval and related recommendation:

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The Board also considered and balanced against the potentially positive factors a number of uncertainties, risks, and factors it deemed generally negative or unfavorable in making its determination, approval, and related recommendation, including the following (not necessarily in order of relative importance):

The Board considered these factors as a whole, as well as others, and, on balance, concluded that the potential benefits to Solaris and Solaris stockholders of the Contribution Agreement and the transactions contemplated thereby, including the Stock Issuance, outweighed the associated risks, uncertainties, restrictions,

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and potentially negative factors. As a result, the Board recommends that Solaris stockholders approve the Stock Issuance Proposal.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive but is meant to include material factors considered by the Board. The Board collectively reached the conclusion to approve the Stock Issuance and submit the Stock Issuance Proposal to Solaris stockholders considering the various factors described above and other factors that the members of the Board believed were appropriate. Given the variety of factors considered in connection with its evaluation of the Contribution Agreement and the transactions contemplated thereby, including the Stock Issuance, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information available to it, including discussions with Solaris’s management team and outside legal and financial advisors.

It should be noted that this explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read considering the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Certain Solaris Unaudited Forecasted Financial Information

Solaris, as a matter of course, does not make public long-term projections as to its future earnings or other results because of, among other reasons, the uncertainty of the underlying assumptions and estimates. However, Solaris is including the following summary of the unaudited prospective financial information derived from Solaris’s management’s projections for Solaris and the Company solely because that information was made available to the Board and Piper Sandler in connection with their evaluations of the proposed transactions. Financial projections for Solaris were prepared by the management of Solaris and certain financial projections for the Company were prepared by the management of Solaris, with certain information provided by the management of the Company and each approved for use by Piper Sandler by the management of Solaris and the Board in connection with its opinion described in “—Opinion of Solaris’s Financial Advisor.” The inclusion of the below information should not be regarded as an indication that any of Solaris, the Company, Piper Sandler or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results or appropriate for anyone to rely on it as such.

This information was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the Solaris forecasted financial information reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Solaris’s management, including, among others, Solaris’s and the Company’s future results, difficulties in appropriately allocating capital and resources among strategic opportunities, market conditions and commodity prices, capital availability, general economic and regulatory conditions, and other matters described in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” The Solaris forecasted financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Solaris and the Company can give no assurance that the Solaris forecasted financial information and the underlying estimates and assumptions will be realized. In addition, since the Solaris forecasted financial information is inherently forward looking and covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below.

The Solaris forecasted financial information was not prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the Public Company Accounting Oversight Board or American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither BDO USA, P.C. Solaris’s independent registered public accounting firm, nor any

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other independent accountant, has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying unaudited prospective financial information and, accordingly, they do not express an opinion or any other form of assurance with respect thereto.

Furthermore, the Solaris forecasted financial information does not take into account any circumstances or events occurring after the date it was prepared. Solaris can give no assurance that, had the Solaris forecasted financial information been prepared either as of the date of this proxy statement or as of the date of the special meeting, similar estimates and assumptions would be used. Except as required by applicable securities laws, Solaris does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Solaris forecasted financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions.

The Solaris forecasted financial information does not take into account all the possible financial and other effects on Solaris or the Company of the Contribution and Stock Issuance, the effect on Solaris or the Company of any business or strategic decision or action that has been or will be taken as a result of the Contribution Agreement having been executed, the effect of any business or strategic decisions or actions which would likely have been taken if the Contribution Agreement had not been executed, but which were instead altered, accelerated, postponed, or not taken in anticipation of the Contribution and Stock Issuance. Further, the Solaris forecasted financial information does not take into account the effect on Solaris or the Company of any possible failure of the Contribution to occur. None of Solaris or its affiliates, officers, directors, advisors, or other representatives has made, makes, or is authorized in the future to make any representation to any Solaris stockholder or other person regarding Solaris’s or the Company’s ultimate performance compared to the information contained in the Solaris forecasted financial information or that the forecasted results will be achieved. The inclusion of the Solaris forecasted financial information herein should not be deemed an admission or representation by Solaris or its advisors or other representatives or any other person that the forecasts will be achieved, particularly considering the inherent risks and uncertainties associated with such forecasts. The summary of the Solaris forecasted financial information included below is not being included to influence Solaris’s stockholders’ decision whether to vote in favor of the proposals to be considered at the special meeting, but is being provided solely because it was made available to the Board and Solaris’s financial advisors in connection with the Contribution and the Stock Issuance.

In light of the foregoing, and considering that the special meeting will be held several weeks after the Solaris forecasted financial information was prepared, as well as the uncertainties inherent in any forecasted information, Solaris stockholders are cautioned not to place undue reliance on such information, and Solaris urges the Solaris stockholders to review Solaris’s most recent SEC filings for a description of Solaris’s reported financial results. Please see “Where You Can Find More Information.”

Solaris Forecasts for Solaris

The following tables sets forth certain summarized prospective financial information regarding Solaris on a standalone basis for 2024 through 2029, as described below, prepared by Solaris management to the Board and Piper Sandler. In preparing the Solaris projections for Solaris, Solaris’s management team made certain key assumptions relating to, without limitation, (i) E&P capital expenditure levels, (ii) modest continued efficiency gains during hydraulic fracturing operations, (iii) a modest increase in natural gas commodity prices and a

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resulting improvement in Solaris’s equipment utilization and (iv) other assumptions relating to the economic environment in which Solaris operates.

& amortization).

Solaris Forecasts for the Company

The following tables sets forth certain summarized prospective financial information regarding the Company for the second quarter of 2024 through 2029, as described below, prepared by Solaris management with certain information provided by the Company’s management and provided to the Board and Piper Sandler. In preparing Solaris’s projections for the Company, Solaris’s management team made certain key assumptions relating to, without limitation, (i) existing customer contracts, (ii) planned fleet additions pursuant to existing purchase orders, (iii) pricing and utilization observations for the deployment of turbines and other ancillary equipment, (iv) turbine and other ancillary equipment rental agreements, and (v) other assumptions relating to the economic environment in which the Company operates.