SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2025

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 17—SUBSEQUENT EVENTS

On July 1, 2025, the Company acquired certain assets and operations of Omni Environmental Solutions (“Omni”) in the Bakken region. The acquired assets include:

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A solids waste landfill with approximately 3.2 million cubic yards of remaining offtake capacity;

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A processing, recovery, and disposal facility for reclaiming diesel and other hydrocarbons from oilfield waste streams;

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One SWD with a permitted disposal capacity of approximately 12,000 barrels per day; and

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A commercial oil storage tank farm with total capacity of approximately 24,000 barrels of storage.

The purchase consideration included (i) $17.7 million in cash consideration, including $7.5 million in base consideration and $10.2 million to compensate for retained net working capital, (ii) the issuance of 862,069 shares of the Company’s Class A common stock, (iii) rental and oil hauling operations in the Bakken, (iv) Northeast fluids hauling operations, (v) Midcon fluids hauling operations, and (vi) one Midcon SWD. As part of the transaction, 280 fluids hauling employees were transferred to Omni. The property and equipment divested had a net book value of $5.7 million and was classified as held-for-sale on the consolidated balance sheet as of June 30, 2025. The divested Fluids Hauling operations represented approximately 8% of the Water Services segment’s revenue during both the Current Quarter and Current Period, and therefore are expected to result in reduced revenue for the segment in the future.

This acquisition enhances the Company’s Water Infrastructure segment by expanding landfill and disposal capacity in the Bakken and introducing new service offerings. The transaction is expected to be accounted for as a business combination under the acquisition method in accordance with ASC 805. Management is in the process of

estimating the fair values of assets acquired and liabilities assumed, as well as the fair value of the fixed assets and operations being divested.

The One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, introduced significant modifications to the U.S. tax code. While the Company is in the preliminary stages of its analysis of the impact to us, we expect the OBBBA to reduce our tax liability going forward which will in turn, defer the timing of payments under the TRA’s. If applicable, any associated adjustment to the tax receivable agreements liabilities, along with accompanying income tax effects, will be reflected in the Company results for the interim period in which the OBBBA was enacted.

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