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Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination [Abstract]  
Acquisitions Acquisitions
Business Combinations
Omega Acquisition
On September 1, 2026, pursuant to a merger agreement dated September 1, 2026, the Company, through a series of mergers involving its wholly owned merger subsidiaries Odyssey Merger Co. and Omega Acquisition Holdings LLC, indirectly acquired 100% of the outstanding equity interests in Omega Foundation Services LLC (“Omega”) (the “Omega Acquisition”). Omega is a specialized engineering, procurement and construction firm with significant expertise in heavy civil construction across multiple end markets, including large-scale data centers, LNG facilities, industrial projects and government infrastructure. This acquisition extends the Company’s full-cycle power solutions offering, which now includes early-stage site services, front-end plant installation and commissioning services, and electrical substation development.
The Omega Acquisition was accounted for as a business combination using the acquisition method of accounting. The preliminary fair value of the total purchase consideration transferred was $275.2 million, consisting of the following amounts:
Amount
Cash consideration$75.9 
Cash paid for Omega's closing cash balance18.0 
Total cash paid at close93.9 
Less settlement of pre-existing accounts payable to Omega(5.0)
Issuance of 3,599,199 Class A common stock (the "Omega equity consideration")
178.7 
Holdback for net working capital adjustment7.6 
Fair value of total purchase consideration transferred$275.2 
The fair value of the Omega equity consideration was determined using the closing price of the Class A common stock on the acquisition date, which was $49.64 per share.
The equity consideration is subject to contractual sale restrictions, resulting from a lock-up period of 180 days following the acquisition closing date, as stipulated in the lock-up agreements between the seller and the Company. The restrictions on indemnity equity will remain in effect until the respective release dates.
The consideration transferred is preliminary and subject to the post-closing net working capital adjustment provided for in the purchase agreement, which is expected to be finalized within 90 days of the closing date.
The table below outlines the allocation of the total purchase consideration to the identifiable assets acquired and liabilities assumed, based on their preliminary fair values as of the acquisition date.
Amount
Cash$18.0 
Accounts receivable96.6 
Contract assets18.6 
Prepaid expenses and other current assets3.6 
Property, plant and equipment, net55.4 
Intangible assets - trademarks13.2 
Intangible assets - customer relationships90.6 
Total assets acquired$296.0 
Accounts payable$21.3 
Accrued liabilities9.8 
Contract liabilities9.5 
Long-term debt, current portion14.4 
Long-term debt, net of current portion19.7 
Deferred tax liabilities57.0 
Total liabilities assumed$131.7 
Net assets acquired164.3 
Goodwill$110.9 
Due to the timing of the Omega Acquisition’s completion, the purchase price and related allocation are preliminary and may be revised. Adjustments could arise from changes to the purchase price, additional information obtained regarding
the acquired assets and assumed liabilities and revisions to preliminary estimates of fair values including, but not limited to, certain identifiable assets acquired and liabilities assumed, contractual relationships, certain working capital items, and residual goodwill. These adjustments to the purchase price allocation could be significant. The final allocation will be completed within the measurement period, which may extend up to one year from the acquisition date.
The fair value of the acquired property, plant and equipment, net was determined using both the indirect cost approach and market approach. The indirect cost approach involved estimating the replacement cost of the assets and adjusting this amount for their age, condition and utility. The market approach was also considered, analyzing recent transactions of comparable property and equipment to establish fair market value.
The valuation methods used to determine the estimated fair value of identifiable intangible assets included the multi-period excess earnings method for customer relationships and the relief from royalty method for trademarks. Several significant assumptions were involved in the application of these valuation methods, including revenue growth rate, royalty rates, contributory asset charges, probability of renewal curves, discount rates and estimated useful lives of the intangible assets. These identifiable intangible assets have finite lives and are subject to amortization over their estimated useful lives. See Note 8. “Intangible Assets” for more information.
Goodwill of $110.9 million, allocated to the Solaris Power Solutions segment, represents the excess of the purchase consideration over the fair value of identifiable net assets acquired and reflects the assembled workforce and expected growth opportunities from the Omega Acquisition. Of this amount, none is deductible for tax purposes. Goodwill is not amortized and is tested for impairment annually, or more frequently if indicators of impairment exist.
In connection with the Omega Acquisition, the Company assumed debt of $34.1 million, of which $11.3 million was repaid in full following the closing. See Note 11. “Debt” for more information.
The Company incurred acquisition-related costs of $0.6 million and $0.7 million, respectively, for the Omega Acquisition for the three and nine months ended September 30, 2026. These costs primarily consisted of legal and consulting fees and are included in other operating expenses, net in the condensed consolidated statements of operations.
For the three and nine months ended September 30, 2026, the condensed consolidated statements of operations included revenue of $57.9 million and pre-tax income of $9.8 million from the Omega Acquisition.
GESA Acquisition
On July 1, 2026, the Company, through its wholly owned subsidiary Mustang Merger Co., completed the acquisition of 100% of the outstanding equity interests in Global Energy Services Alliance, Inc. (“GESA”), pursuant to a merger agreement dated July 1, 2026 (the “GESA Acquisition”). GESA is a full cycle power generation service provider formed through the combination of Baseload Power, a U.S. provider of power generation aftermarket solutions, and Pro-Per Energy Services, a global provider of power plant installation and operations and maintenance services. This acquisition scales the Company’s in-house capabilities across the full life of a generation asset, spanning front-end plant installation and commissioning, long-term operations, and life-of-asset repair and maintenance.
The GESA Acquisition was accounted for as a business combination using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $263.1 million, consisting of the following amounts:
Amount
Cash consideration$28.0 
Cash paid for GESA's closing cash balance16.8 
Total cash paid at close44.8 
Issuance of 2,880,682 Class A common stock (the "GESA equity consideration")
211.5 
Holdback for net working capital adjustment1.2 
Contingent consideration, at closing date fair value5.6 
Fair value of total purchase consideration transferred$263.1 
In October 2026, the Company and the sellers agreed to the final net working capital adjustment under the GESA merger agreement, resulting in a holdback payable to the sellers of $1.2 million. As the adjustment reflects facts and circumstances that existed as of the acquisition date, the $1.2 million is included in the total purchase consideration
transferred and is recorded in other current liabilities on the condensed consolidated balance sheets as of September 30, 2026.
The fair value of the GESA equity consideration was determined using the closing price of the Class A common stock on the acquisition date, which was $73.42 per share.

The equity consideration is subject to contractual sale restrictions, resulting from a lock-up period of 180 days following the acquisition closing date, as stipulated in the lock-up agreements between the sellers and the Company. The restrictions on indemnity equity will remain in effect until the respective release dates.
The consideration transferred includes contingent consideration with an acquisition-date fair value of $5.6 million, related to cash held as collateral at foreign banks that was excluded from the closing cash used to calculate the cash consideration paid at close. Under the purchase agreement, the Company is obligated to pay the sellers amounts equal to the collateral released by the banks after the acquisition date. The Company’s obligation is limited to amounts actually released, and the Company has no obligation to pay the sellers if the banks do not release the funds. The maximum undiscounted amount payable is $5.6 million. The collateral is recorded as restricted cash, current portion on the condensed consolidated balance sheets as of September 30, 2026. The fair value of the liability was determined based on the expected timing and amount of collateral releases. This was subsequently paid during the fourth quarter of 2026.
The table below outlines the allocation of the total purchase consideration to the identifiable assets acquired and liabilities assumed, based on their preliminary fair values as of the acquisition date.
Amount
Cash$11.3 
Restricted cash5.5 
Accounts receivable24.1 
Contract assets1.9 
Prepaid expenses and other current assets2.9 
Inventories13.3 
Property, plant and equipment, net6.6 
Operating lease right-of-use assets10.1 
Intangible assets - trademarks14.9 
Intangible assets - customer relationships93.1 
Total assets acquired$183.7 
Accounts payable$3.3 
Accrued liabilities7.2 
Operating lease liabilities10.1 
Long-term debt, current portion18.1 
Long-term debt, net of current portion0.6 
Deferred tax liabilities50.8 
Total liabilities assumed$90.1 
Net assets acquired93.6 
Goodwill$169.5 
Due to the timing of the GESA Acquisition’s completion, the allocation of the purchase consideration is preliminary and may be revised. Adjustments could arise from additional information obtained regarding the acquired assets and assumed liabilities and revisions to preliminary estimates of fair values including, but not limited to, certain identifiable intangible assets acquired, deferred income taxes, and residual goodwill. These adjustments to the purchase price allocation could be significant. The final allocation will be completed within the measurement period, which may extend up to one year from the acquisition date.
The fair value of the acquired property, plant and equipment, net was determined using both the indirect cost approach and market approach. The indirect cost approach involved estimating the replacement cost of the assets and adjusting this amount for their age, condition and utility. The market approach was also considered, analyzing recent transactions of comparable property and equipment to establish fair market value.
The valuation methods used to determine the estimated fair value of identifiable intangible assets included the multi-period excess earnings method for customer relationships and the relief from royalty method for trademarks. Several significant assumptions were involved in the application of these valuation methods, including revenue growth rate, royalty rates, contributory asset charges, probability of renewal curves, discount rates and estimated useful lives of the intangible assets. These identifiable intangible assets have finite lives and are subject to amortization over their estimated useful lives. See Note 8. “Intangible Assets” for more information.
Goodwill of $169.5 million, allocated to the Solaris Power Solutions segment, represents the excess of the purchase consideration over the fair value of identifiable net assets acquired and reflects the assembled workforce and expected growth opportunities from the GESA Acquisition. Of this amount, none is deductible for tax purposes. Goodwill is not amortized and is tested for impairment annually, or more frequently if indicators of impairment exist.
In connection with the GESA Acquisition, the Company assumed debt of $18.7 million, of which $2.7 million was repaid in full following the closing. See Note 11. “Debt” for more information.
In connection with the GESA Acquisition, the Company incurred acquisition-related costs of $0.2 million and $1.0 million, respectively, for the three and nine months ended September 30, 2026. These costs primarily consisted of legal, valuation, consulting and financing fees and are included in other operating expenses, net in the condensed consolidated statements of operations.
For the three and nine months ended September 30, 2026, the condensed consolidated statements of operations included revenue of $89.9 million and pre-tax income of $17.0 million from the GESA Acquisition.
HVMVLV Acquisition
On August 15, 2025, the Company completed the acquisition of 100% of the outstanding equity interests in HVMVLV, LLC (“HVMVLV”), a specialty provider of power control and distribution solutions, for total purchase consideration of $59.7 million (the “HVMVLV Acquisition”). The HVMVLV Acquisition was accounted for as a business combination using the acquisition method of accounting, as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Pro Forma Information
The tables below reflect pro forma revenues and net income for the three and nine months ended September 30, 2026 and 2025, as if the Omega Acquisition and the GESA Acquisition each occurred on January 1, 2025. Because the HVMVLV Acquisition closed during the third quarter of 2025, the Company’s reported results for the three and nine months ended September 30, 2025 include HVMVLV only from the acquisition date. The Company has included HVMVLV in the pro forma information below so that the 2025 comparative periods reflect HVMVLV for the full period, on the same basis as the Omega Acquisition and the GESA Acquisition. The tables below reflect pro forma revenues and net income for the three and nine months ended September 30, 2025, as if the HVMVLV Acquisition occurred on January 1, 2024. The “Pro forma Solaris and HVMVLV” amounts represent the Company’s results as reported for the 2025 periods, including the Company’s own revenue and net income, combined with HVMVLV’s results for the period before the acquisition date. HVMVLV is included in the Company’s reported results for the full three and nine months ended September 30, 2026, so no HVMVLV pro forma adjustment is reflected in the 2026 periods.
The pro-forma results include non-recurring adjustments to remove the acquisition-related costs described above from the three and nine months ended September 30, 2026, and the inclusion of those costs in the corresponding 2025 periods. These unaudited pro forma amounts are not necessarily indicative of the actual results that would have been achieved during the periods presented, nor do they predict future performance.
Three Months Ended September 30, 2026
As ReportedPro FormaPro FormaPro Forma
unauditedSolarisGESAOmegaCombined
Revenue$341.1 $— $126.9 $468.0 
Net income $39.3 $1.4 $12.5 $53.2 
Three Months Ended September 30, 2025
As ReportedPro formaPro FormaPro FormaPro Forma
unauditedSolarisHVMVLVGESAOmegaCombined
Revenue$166.8 $17.3 $18.8 $42.4 $245.3 
Net income$24.8 $1.3 $(1.6)$1.0 $25.5 
Nine Months Ended September 30, 2026
As ReportedPro FormaPro FormaPro Forma
unauditedSolarisGESAOmegaCombined
Revenue$756.7 $96.3 $396.4 $1,249.4 
Net income$96.6 $1.5 $87.6 $185.7 
Nine Months Ended September 30, 2025
As ReportedPro formaPro FormaPro FormaPro Forma
unauditedSolarisHVMVLVGESAOmegaCombined
Revenue$442.5 $41.5 $57.7 $118.8 $660.5 
Net income$61.9 $12.2 $(12.5)$10.4 $72.0 
Asset Acquisition
Genco Acquisition
On March 16, 2026, the Company, through its subsidiary Project G Buyer, LLC, completed the acquisition of 100% of the outstanding equity interests in Focus Genco Cayman Ltd. (“Genco”), the parent company of Genco Power Solutions, a distributed power generation company, pursuant to a securities purchase agreement (the “Genco Acquisition”). The acquired assets consist primarily of gas turbine generators held for lease under passive dry-lease arrangements. The Genco Acquisition was accounted for as an asset acquisition in accordance with ASC 805-50, as the acquired assets did not meet the definition of a business.
The total acquisition cost of $483.2 million consisted of cash consideration, net of $1.1 million recovered from escrow pursuant to the purchase price adjustment provisions of the securities purchase agreement; 4,182,772 shares of Class A common stock issued to the sellers; liabilities incurred in connection with the acquisition; net amounts related to settlement of pre-existing relationships between the Company and Genco; and capitalized transaction costs. The total acquisition cost was allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values at the acquisition date. The allocation resulted in a stepped-up cost basis in the acquired gas turbine generators and the recognition of a customer relationship intangible asset at fair value. See Note 6. “Equipment Held for Lease” and Note 8. “Intangible Assets” for more information. No goodwill was recognized.
In connection with the Genco Acquisition, the Company assumed certain debt obligations of Genco and incurred new debt obligations to facilitate the closing of the acquisition, all of which were fully repaid and terminated during the second quarter of 2026. See Note 11. “Debt,” including “Debt Extinguishment” for more information.