Solaris Energy Infrastructure, Inc. (SEI)

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to “we,” “us,” “our,” “Solaris” or the “Company” refer to Solaris Energy Infrastructure, Inc. (either individually or together with its subsidiaries, as the context requires). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described above in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our subsequent filings with the SEC, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.

Executive Overview

We deliver comprehensive power infrastructure solutions including generation, distribution, installation and commissioning, aftermarket support, and operations and maintenance. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including data center, energy, and other commercial and industrial sectors.

We operate through two reportable business segments:

•Solaris Power Solutions: This segment delivers power generation, power control, and power distribution solutions. Our offerings support data center, energy, and other commercial and industrial sector customers by providing flexible, on-demand power infrastructure, including power control and distribution capabilities.

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

Recent Developments

GESA Acquisition

On July 1, 2026, we completed the acquisition of Global Energy Services Alliance, Inc. (“GESA”), a full cycle power generation service provider. The acquisition will be accounted for as a business combination.

The preliminary estimated purchase consideration was approximately $263.9 million, consisting of approximately $52.4 million of cash consideration (subject to post-closing net working capital adjustments), and equity consideration consisting of 2,880,682 shares of the Company’s Class A common stock with an acquisition-date fair value of $211.5 million.

GESA’s skilled team is expected to enhance Solaris’ project execution as well as introduce later-cycle growth through after market services. GESA also brings in-house the capability to service a broad range of generation technology. For further details, refer to Note 20. “Subsequent Events” in the notes to our condensed consolidated financial statements.

Contract Conversion and Balance of Plant Expansion to February 2026 Hatchbo Contract

In July 2026, we signed an amendment converting the original power capacity agreement into a final operating agreement, delivering a full turnkey power plant of approximately 660 megawatts (“MW”) with balance of plant, batteries and energy management systems designed to manage artificial intelligence workloads. The contract tenor was extended to up to 18 years (10-year base plus an 8-year extension option) from up to 15 years (10-year base plus a 5-year extension option). We expect the increased capacity and expanded scope to result in a substantial increase in contracted revenue and earnings from the contract over the term of the agreement relative to the original February 2026 agreement, as well as increased capital expenditures to fund the expanded scope. Revenue recognition and deployments are expected to commence in the first quarter of 2027 and scale through 2028.

Master Equipment Rental Agreement and Balance of Plant, Energy Storage and Services Scope Expansion

On April 24, 2026, we entered into an agreement with a new customer to provide approximately 640 MW of power capacity, including balance of plant equipment beyond emissions control, to support the customer’s power demand for

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artificial intelligence computing needs at its data center. In July 2026, we signed additional agreements which expand the scope of the original contract to now include additional balance of plant and energy storage assets as well as management of natural gas on a cost-plus basis. The new customer is an affiliate of an investment grade, global technology company in the evolving artificial intelligence space. The agreement provides for an initial rental term of ten years, with an option to extend for an additional five years. Deployments are scheduled to commence in late 2026 and scale through 2028.

Contract Tenor and Capacity Extension

In July 2026, a large energy customer expanded its contracted capacity to approximately 80 MW from 60 MW and extended the contract tenor from four years to six years.

Investment in Deployable Energy Limited

In June 2026, we made a $5.0 million investment in a simple agreement for future equity (“SAFE”) issued by Deployable Energy Limited (“Deployable”), a Delaware corporation developing small modular reactor (“SMR”) nuclear technology. This investment provides Solaris early exposure to next-generation nuclear generation and a longer-tail growth opportunity that complements its behind-the-meter gas generation platform as the technology commercializes. See Note 9. “Investments” in the notes to our condensed consolidated financial statements.

6.375% Senior Notes due 2031

On May 12, 2026, Solaris Energy Infrastructure, LLC (“Solaris LLC”), a consolidated subsidiary of the Company, issued $1.3 billion aggregate principal amount of 6.375% Senior Notes due 2031 (the “Senior Notes”) at par in a private placement. The offering resulted in net proceeds of approximately $1.28 billion. The Company used a portion of the net proceeds to repay in full certain outstanding borrowings that were terminated concurrently with the closing of the offering and to pay related fees and expenses. The remaining proceeds are available for general corporate purposes, including growth capital expenditures. See Note 11. “Debt” in the notes to our condensed consolidated financial statements.

Revolving Credit Facility

On May 12, 2026, Solaris LLC, as borrower, and the Company, as parent, entered into a credit agreement (the “Credit Agreement”) with MUFG Bank, Ltd., as administrative agent, CSC Delaware Trust Company, as collateral agent, and the lenders party thereto. The Credit Agreement provides for a senior secured revolving credit facility of up to $650.0 million (the “Revolving Credit Facility”). As of June 30, 2026, there were no borrowings outstanding under the Revolving Credit Facility, and $575.0 million of capacity remained available after $75.0 million of outstanding letters of credit. See Note 11. “Debt” in the notes to our condensed consolidated financial statements.

Debt Extinguishment

On May 12, 2026, substantially concurrently with the offering of the Senior Notes and the entry into the new Credit Agreement, as described above, the Company terminated its debt obligations incurred in connection with the acquisition of Focus Genco Cayman Ltd. (the “Genco Acquisition”), including the senior secured term loan agreement (the “Bridge Term Loan”) with Goldman Sachs Bank USA, dated as of March 16, 2026 (and as amended on April 8, 2026), the Loan and Security Agreement (the “Stonebriar Term Loan”) with Eldridge Asset Finance LLC, and two term loans under the Master Loan Agreement, dated as of September 26, 2024, with Caterpillar Financial Services Corp. (collectively, the “Caterpillar Term Loans”). See Note 4. “Genco Acquisition” and Note 11. “Debt” in the notes to our condensed consolidated financial statements.

Additional Borrowings under Stateline Term Loan

In July 2026, Stateline drew an additional $21.0 million under the Stateline term loan facility, increasing the outstanding balance to $360.7 million. The proceeds were used to fund growth-related capital expenditures. Refer to Note 11. “Debt” and Note 20.“Subsequent Events” in the notes to our condensed consolidated financial statements.

Market Trends and Outlook

In the second quarter of 2026, Solaris Power Solutions continued to drive the Company’s growth, contributing 72% of total revenue and 80% of total segment Adjusted EBITDA. For the six months ended June 30, 2026, Solaris Power Solutions revenue contributed 69% of total revenue and 78% of total segment Adjusted EBITDA. Capital expenditures should remain heavily weighted towards Solaris Power Solutions as we intend to grow our capacity and deploy more

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power assets with customers. We believe continued demand for our power assets will drive Solaris Power Solutions to remain the dominant segment contributor to revenue and Adjusted EBITDA.

Today, Solaris Power Solutions’ primary customers include three leading companies in the artificial intelligence computing sector, as well as several energy companies requiring power for hydrocarbon production, processing, transportation, and refining applications.

Demand for Solaris Power Solutions is predominantly influenced by accelerating needs for power in the U.S., juxtaposed against constrained electrical grid infrastructure. This is due to a number of factors including, but not limited to, aging transmission and distribution networks, extreme weather, and long lead times for various electric infrastructure equipment. Solaris’ power offerings are configurable and can be scaled to match power demand on a “behind-the-meter” or “distributed” basis in a shorter timeline than many grid-based alternatives, and can stay on site longer term to provide integrated primary and backup power as a complement to the grid or other co-located power solutions.

In the second quarter of 2026, we amended our initial 530 MW agreement with Hatchbo to add incremental generation capacity, as well as increasing the scope of this agreement to include balance of plant equipment, including batteries. In July 2026, we converted this agreement to its final operating agreement, providing a full turnkey power plant of approximately 660 MW with an expanded scope of balance of plant, batteries and energy management systems and operations support designed to manage artificial intelligence workloads. In July 2026, we also amended our April 2026 contract to expand the scope to include additional balance of plant and energy storage investment, as well as procurement and management of natural gas access on a cost-plus basis.

The Company’s power generation capacity is now expected to reach a total of approximately 3,200 MW by the end of 2029 based on expected deliveries under our contracted orders. The majority of this capacity is currently committed to customers under commercial agreements that primarily range in tenor from two to ten years, with extension options. Each of these commercial agreements include distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure.

We expect remaining total company capital expenditures in 2026 of approximately $1 billion on a consolidated basis, of which approximately $97 million should be incurred by Stateline. The majority of these capital expen

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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to “we,” “us,” “our,” “Solaris” or the “Company” refer to Solaris Energy Infrastructure, Inc. (either individually or together with its subsidiaries, as the context requires). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and related notes. This section of this Annual Report generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report can be found in Part II, Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 5, 2025. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described above in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this Annual Report, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.

Executive Overview

We provide modular and scalable equipment-based solutions for power generation, power control and distribution, and the management of raw materials in oil and natural gas well completions. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including data center, energy, and other commercial and industrial sectors.

During 2025, we expanded our power solutions platform through the acquisition of HVMVLV, LLC, which enhanced our capabilities in power control and distribution and strengthened our distributed power generation offerings.

We operate through two reportable business segments:

•Solaris Power Solutions: This segment delivers power generation, power control, and power distribution solutions. Our offerings support data center, energy, and other commercial and industrial sector customers by providing flexible, on-demand power infrastructure, including power control and distribution capabilities.

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

Recent Developments

HVMVLV Acquisition

On August 15, 2025, we acquired HVMVLV, LLC (“HVMVLV”), a specialty provider of power control and distribution solutions. The acquisition expanded the Company’s capabilities in power control and distribution, enhancing its distributed power generation offerings within the Solaris Power Solutions segment. The results of HVMVLV’s operations have been included in our consolidated financial statements from the acquisition date through December 31, 2025. For further details regarding the acquisition, refer to Note 4. “Business Combinations” in the notes to our consolidated financial statements.

2031 Notes

On October 8, 2025, we issued $747.5 million aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “2031 Notes”) in an underwritten public offering. We used a portion of the net proceeds to repay in full and terminate our existing senior secured term loan (the “Term Loan”), including its related accrued interest and applicable prepayment penalties. This repayment resulted in a loss on debt extinguishment of $41.5 million, which was recognized in the fourth quarter of 2025. We also entered into capped call transactions to reduce potential dilution from conversions. The 2031 Notes provide lower-cost, longer-term financing to support growth in our Solaris Power Solutions segment. Refer to Note 12. “Convertible Notes” in the notes to our consolidated financial statements for additional information regarding the terms of the 2031 Notes.

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Additional Borrowings under Stateline Term Loan

During the fourth quarter of 2025, Stateline drew an additional $114.0 million under its term loan facility, increasing the outstanding balance to $186.0 million. The proceeds were used to fund growth-related capital expenditures. For additional information on the Stateline term loan facility, refer to Note 11. “Debt” in the notes to our consolidated financial statements.

Master Equipment Rental Agreement

On February 12, 2026, the Company entered into a Master Equipment Rental Agreement (the “Agreement”) with Hatchbo, LLC (the “Customer”) to provide over 500 megawatts of power generation equipment to support the Customer’s power demand for artificial intelligence computing needs at its data center. The Customer is an affiliate of an investment grade, global technology company and industry leader in the evolving artificial intelligence computer space. For additional information on the Agreement, refer to Note 21. “Subsequent Events” in the notes to our consolidated financial statements.

Market Trends and Outlook

In 2025, the Solaris Power Solutions segment experienced significant growth, reflecting returns on the capital investments the Company has made to grow its revenue and earnings contribution from providing power generation solutions. In the fourth quarter 2025, Solaris Power Solutions Revenue contributed 58% of Total Revenue and its Adjusted EBITDA contributed 70% of total segment Adjusted EBITDA. For the twelve months ended December 31, 2025, Solaris Power Solutions contributed 54% of Total Revenue and 68% of total segment Adjusted EBITDA. Capital expenditures should continue to be heavily weighted towards Solaris Power Solutions as we intend to grow our capacity and deploy more power assets with customers. We believe continued demand for our power assets will drive Solaris Power Solutions to continue to be the dominant segment in terms of Revenue and Adjusted EBITDA contribution.

Today, Solaris Power Solutions’ primary customers include a leading company in the artificial intelligence computing sector, as well as several energy companies requiring power for hydrocarbon production, processing, transportation, and refining applications.

Demand for Solaris Power Solutions is predominantly influenced by accelerating needs for power in the U.S., juxtaposed against constrained electrical grid infrastructure. This is due to a number of factors including, but not limited to, aging transmission and distribution networks, extreme weather, and long lead times for various electric infrastructure equipment. Solaris’ power offerings are configurable and can be scaled to match power demand on a “behind-the-meter” or “distributed” basis in a shorter timeline than many grid-based providers can service.

In November 2025, the Company ordered an additional approximately 500 megawatts (“MW”) of power generation equipment which it expects to be delivered in tranches from mid-2027 through early 2028. The Company estimates its power generation capacity will now reach a total of approximately 2,200 MW by early 2028 based on expected deliveries. The majority of this capacity is currently committed to customers under commercial agreements that primarily range in tenor from two to seven years. Each of these commercial agreements include distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure.

In 2025, we incurred consolidated capital expenditures of $646.8 million, the majority of which supported growth in Solaris Power Solutions (including $233.8 million for Stateline). Capital expenditures of $7.0 million related to Solaris Logistics Solutions represented a minimal portion of total spending. We expect consolidated capital expenditures in 2026 to be higher than 2025 to support additional growth in Solaris Power Solutions.

We intend to fund the majority of our current planned capital expenditures with available cash, cash flows from operations, available capacity under our revolving credit facility, and proceeds from the Stateline term loan facility. Additionally, while no assurance can be given, we may seek to issue additional securities through opportunistic capital market transactions, depending upon market conditions, and / or enter into additional debt financing agreements. Even if we are unable to secure the financing of our planned capital expenditures, we have the ability to cancel the committed purchase orders, subject to the payment of cancellation fees.

The sustainability of this favorable supply-demand dynamic in the power sector will depend on multiple factors, including continued demand growth for generative AI computing applications, supply chain availability for electrical equipment, potential regulatory changes, overall economic activity levels, the level and pace at which the power industry

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can invest in power infrastructure, and the pace of continued electrification-driven demand growth. For a discussion of future demand for our products and services, please see Part I, Item 1A. “Risk Factors—Our and our 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 our customers and reduced demand for the products and services we provide.”

For Solaris Logistics Solutions, demand is predominantly influenced by the level of oil and natural gas well drilling and completion activity in the U.S. During the fourth quarter of 2025, our fully utilized system count increased by 11% to 93 fully utilized systems from the third quarter of 2025, which was driven by higher levels of oilfield activity. The level of demand over the longer term will depend on multiple factors, including commodity price levels, customer consolidation that can drive activity and procurement strategy changes and industry efficiency gains, geopolitical risk, economic activity, potential regulatory changes and potential impacts from geopolitical disruptions.

Results of Operations

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenues

Solaris Power Solutions. Solaris Power Solutions revenue increased by $294.9 million to $333.5 million for the year ended December 31, 2025, compared to $38.6 million for the year ended December 31, 2024. The increase in revenues was due to a full period of contribution from Solaris Power Solutions following its establishment from the MER Acquisition in September 2024, along with increased MW capacity deployed. Deployed capacity increased to approximately 630 MW for the year ended December 31, 2025, compared to approximately 230 MW for the year ended December 31, 2024.

Solaris Logistics Solutions. Solaris Logistics Solutions revenue increased by $14.2 million, or 5%, to $288.7 million for t

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