Solaris Energy Infrastructure, Inc. filed an 8-K on September 22, 2026, disclosing that its subsidiary intends to offer $1.0 billion aggregate principal amount of Senior Notes due 2032 in a private placement under Rule 144A and Regulation S.

Key Highlights

  • Offering size: $1.0 billion aggregate principal amount of Senior Notes due 2032
  • Issuer: Solaris Energy Infrastructure, LLC, a subsidiary of Solaris Energy Infrastructure, Inc.
  • Placement type: Private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933
  • Intended use of proceeds: General corporate purposes, growth capital expenditures, and fees and expenses related to the offering
  • Subject to conditions: The offering is stated to be subject to market conditions
  • Preliminary offering memorandum: Dated September 22, 2026, and furnished as Exhibit 99.1

Solaris Energy Infrastructure Subsidiary Announces $1.0 Billion Private Debt Offering

According to the filing, Solaris Energy Infrastructure, LLC, a subsidiary of Solaris Energy Infrastructure, Inc. (NYSE:SEI), announced on September 22, 2026 that it intends to offer, subject to market conditions, $1.0 billion aggregate principal amount of Senior Notes due 2032. The offering is to be conducted as a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The company disclosed that in connection with the offering, certain information about the company was being provided to prospective investors in a preliminary offering memorandum dated September 22, 2026, which was furnished as Exhibit 99.1 to the filing.

The filing states that the Issuer intends to use the net proceeds from the offering "for general corporate purposes, growth capital expenditures and to pay fees and expenses related to the Offering." The company also noted, in accordance with General Instruction B.2 of Form 8-K, that the information furnished under Item 7.01 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not subject to the liabilities of that section.

Under Item 8.01, the company filed as Exhibit 99.2 a press release dated September 22, 2026 announcing the offering. The filing further states that the Notes will not be registered under the Securities Act or any state securities law, and "may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws." The 8-K was signed by Stephan E. Tompsett, Chief Financial Officer, on September 22, 2026.

What Was Disclosed

Solaris Energy Infrastructure, Inc. disclosed via an 8-K filed September 22, 2026 that its subsidiary plans a $1.0 billion private placement of Senior Notes due 2032, subject to market conditions, with proceeds intended for general corporate purposes, growth capital expenditures, and offering-related fees and expenses.