v3.26.3
Debt
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
Below is an overview of our outstanding debt.
September 30,
2026		December 31,
2025
6.375% Senior Notes due 2031
$1,300.0 $— 
Stateline Term Loan408.2 186.0 
Equipment financing37.9 — 
Less: unamortized debt financing costs(30.2)(2.0)
Total debt, net of debt financing costs$1,715.9 $184.0 
Less: current portion of debt(44.3)(4.0)
Long-term debt$1,671.6 $180.0 
6.375% Senior Notes due 2031
On May 12, 2026, Solaris LLC issued $1.3 billion aggregate principal amount of 6.375% Senior Notes due 2031 (the “2031 Senior Notes”) at par in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The offering resulted in net proceeds of $1.28 billion after deducting the initial purchasers’ discount of $19.5 million and other offering expenses of $3.3 million. Interest accrues at a rate of 6.375% per annum and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The 2031 Senior Notes mature on May 15, 2031.
The 2031 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and the Subsidiary Guarantors. The 2031 Senior Notes and related guarantees are structurally senior to the Company’s 4.75% Convertible Senior Notes due 2030 and 0.25% Convertible Senior Notes due 2031 (collectively, the “Convertible Notes,” see Note 12. “Convertible Notes”) to the extent of the guarantees by the Subsidiary Guarantors and rank senior in right of payment to the corresponding subordinated Intercompany Convertible Notes issued by Solaris LLC to the Company in aggregate principal amounts equal to the outstanding amounts under the Convertible Notes. Prior to May 15, 2028, Solaris LLC may redeem up to 40% of the aggregate principal amount of the 2031 Senior Notes with the net proceeds from certain equity offerings at a redemption price equal to 106.375% of the principal amount, plus accrued and unpaid interest, subject to certain conditions. Solaris LLC may also redeem all or a portion of the 2031 Senior Notes prior to May 15, 2028 at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest. On or after May 15, 2028, the 2031 Senior Notes are redeemable at specified prices plus accrued and unpaid interest.
Upon the occurrence of a change of control triggering event, Solaris LLC is required to offer to repurchase the 2031 Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. If Solaris LLC receives certain contract termination payments and does not use the proceeds for certain specified purposes, Solaris LLC is required to offer to use certain net proceeds therefrom to repurchase the 2031 Senior Notes at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest. The indenture governing the 2031 Senior Notes contains customary affirmative and negative covenants, including limitations on the ability of Solaris LLC and its restricted subsidiaries to incur additional indebtedness, make restricted payments, sell assets, make investments, create liens, enter into affiliate transactions, and engage in mergers or transfers of substantially all assets. The indenture also contains customary events of default.
The net proceeds from the offering were used 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 “Debt Extinguishment” below for additional information regarding debt extinguishment.
In connection with the issuance of the 2031 Senior Notes, the Company incurred total debt financing costs of $27.9 million, consisting of the initial purchasers’ discount of $19.5 million, other offering expenses of $3.3 million, and $5.1 million of third-party costs that were paid separately and not deducted from the offering proceeds. These costs are recorded as a direct deduction from the carrying amount of the 2031 Senior Notes and are amortized to interest expense using the effective interest method over the term of the 2031 Senior Notes. The effective interest rate on the 2031 Senior Notes is 6.9%.
Interest incurred on the 2031 Senior Notes was $20.7 million and $31.8 million, respectively, for the three and nine months ended September 30, 2026, of which $7.5 million and $9.4 million, respectively, was capitalized as part of the cost of qualifying assets under ASC 835-20. The remaining $13.2 million and $22.4 million, respectively, was recognized as interest expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2026.
As of September 30, 2026, the carrying amount of the 2031 Senior Notes was $1.27 billion, consisting of $1.3 billion aggregate principal amount less $26.1 million of unamortized debt financing costs. The fair value of the 2031 Senior Notes, which is fixed-rate debt, is estimated based on quoted market prices of the notes in active markets. The fair value was $1.2 billion as of September 30, 2026, and is classified as Level 1 within the fair value hierarchy under ASC 820.
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. As of September 30, 2026, the Credit Agreement provided for a $650.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), with a $150.0 million letter of credit sublimit. The Revolving Credit Facility permitted Solaris LLC to increase the total commitments by up to $200.0 million, subject to certain conditions, which incremental capacity was exercised in full on October 1, 2026, as described below.
Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at our option, either (i) Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.5% to 3.5% or (ii) the Base Rate plus an applicable margin ranging from 1.5% to 2.5%, in each case based on Solaris LLC’s total net leverage ratio. The applicable margin is subject to adjustment on a quarterly basis. Solaris LLC is also required to pay a commitment fee of 0.50% per annum on the average daily unused portion of the Revolving Credit Facility, as well as letter of credit fees equal to the applicable SOFR margin.
The Revolving Credit Facility matures on May 12, 2031, subject to certain springing maturity provisions. Obligations under the Revolving Credit Facility are guaranteed by the Company and its existing and future restricted subsidiaries, other than certain excluded subsidiaries, and are secured by a first-priority security interest in substantially all assets of Solaris LLC and the subsidiary guarantors, subject to customary exceptions, and by a pledge by the Company of its equity interests in Solaris LLC. The obligations rank effectively senior to the Company’s and its subsidiaries’ unsecured senior indebtedness to the extent of the value of the collateral, are structurally senior to the Convertible Notes to the extent of the guarantees of the subsidiary guarantors, and rank senior in right of payment to the Intercompany Convertible Notes.
The Credit Agreement contains certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness, liens, dispositions, investments and restricted payments. Commencing with the fiscal quarter ending September 30, 2026, the Credit Agreement requires Solaris LLC and its restricted subsidiaries to maintain, in each case tested as of the last day of each fiscal quarter based on the four most recently ended fiscal quarters:
•a ratio of consolidated net indebtedness to consolidated EBITDA of no greater than 5.25 to 1.00 (increased to 5.50 to 1.00 for the four fiscal quarters following certain material acquisitions),
•a ratio of consolidated secured net indebtedness to consolidated EBITDA of no greater than 3.50 to 1.00, and
•a ratio of consolidated EBITDA to consolidated cash interest expense of no less than 3.00 to 1.00.
As of September 30, 2026, the Company was in compliance with all covenants contained in the Credit Agreement.
The Credit Agreement also contains a mandatory prepayment requirement and a limitation on the availability of borrowings thereunder that could become effective upon the early termination or suspension of certain Material Contracts (as defined in the Credit Agreement). To the extent that Solaris LLC and its restricted subsidiaries would not be in pro forma compliance with the financial covenants described above (i) after giving effect to such early termination or suspension, (ii) assuming for purposes of such calculation that all commitments under the Revolving Credit Facility have been fully drawn and (iii) after deducting certain cash payments received on account of such termination or cancellation from net leverage (without duplication of other amounts netted in the calculation of consolidated net indebtedness), Solaris LLC will be required to repay outstanding loans and cash collateralize letters of credit in an amount equal to the lesser of the amount of cash payments received on account of such termination or cancellation and the total amount outstanding under the Revolving Credit Facility. The amount available to be borrowed under the Revolving Credit Facility will be temporarily reduced to the amount that may be borrowed while still maintaining compliance with the financial
covenants described above (i) after giving effect to such early termination or suspension, (ii) assuming for purposes of such calculation that all commitments under the Revolving Credit Facility have been fully drawn and (iii) after deducting certain cash payments received on account of such termination or cancellation from net leverage (other than amounts prepaid as described in the preceding sentence, and without duplication of other amounts netted in the calculation of consolidated net indebtedness).
The Credit Agreement also contains customary events of default, including cross-default to other material indebtedness. Upon the occurrence and continuance of an event of default, the administrative agent and lenders may accelerate the outstanding obligations and exercise other remedies available under the Credit Agreement and related security documents.
In connection with entering into the Credit Agreement, the Company incurred debt financing costs of $9.9 million, which are presented as a non-current asset and are being amortized to interest expense on a straight-line basis over the term of the Revolving Credit Facility. As of September 30, 2026, the related unamortized debt financing costs were $9.1 million.
As of September 30, 2026, there were no borrowings outstanding under the Revolving Credit Facility. Standby letters of credit with an aggregate face amount of $125.0 million had been issued under the letter of credit sublimit, resulting in $525.0 million of availability under the Revolving Credit Facility. These letters of credit are secured under the collateral package for the Revolving Credit Facility and are not separately cash-collateralized. The Company also maintains a separate cash-collateralized standby letter of credit arrangement with MUFG Bank, Ltd. which is not part of the Revolving Credit Facility (see Note 18. “Commitments and Contingencies”).
On October 1, 2026, the Company entered into a first Amendment to the Credit Agreement to, among other things, increase the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to $850.0 million. See Note 20. “Subsequent Events” for additional information.
Stateline Term Loan
On May 23, 2025, Stateline entered into a Loan and Security Agreement (the “Stateline Term Loan”) with Stonebriar Commercial Finance LLC, providing for a delayed draw term loan facility with a maximum principal amount equal to the lesser of $550.0 million or 80% of the total cost of the equipment collateral, with advances permitted through March 31, 2027. The Company consolidates Stateline, which is a variable interest entity, because the Company is the primary beneficiary. See Note 2. “Variable Interest Entities” for additional information. The terms of the Stateline Term Loan are described more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Advances initially bear interest at a variable rate equal to 5.94% plus the greater of SOFR or 4.31%, resetting monthly. At the conversion date applicable to each advance (the date on which a variable-rate advance converts into a fixed-rate term loan), the advance bears interest at a fixed rate of 9.85% per annum, subject to a one-time adjustment based on market rates at that date, and is repaid over a 72-month term, with 80% amortized in equal monthly installments and the remaining 20% due as a balloon payment at maturity. The Stateline Term Loan is secured solely by Stateline’s equipment collateral and related contracts and is non-recourse to the Company.
The Stateline Term Loan includes customary covenants and, beginning in the quarter ending March 31, 2027, requires Stateline to maintain a fixed charge coverage ratio of at least 1.35 to 1.00, a leverage ratio not exceeding 3.5 to 1.00, and minimum liquidity of $5.0 million through December 31, 2026 and $10.0 million thereafter.
As of September 30, 2026, outstanding advances totaled $408.2 million, of which $18.7 million was classified as current. Debt financing costs of $5.8 million were incurred at inception. Of this amount, $4.6 million was allocated to advances drawn as of September 30, 2026, recorded as a direct deduction from the carrying amount of the loan and amortized over the respective loan terms using the effective interest method. The remaining $1.2 million was deferred as of September 30, 2026 and recognized as a non-current asset pending allocation to future advances.
Interest cost of $9.8 million and $22.9 million, respectively, was incurred for the three and nine months ended September 30, 2026, of which $5.9 million and $17.9 million, respectively, was capitalized as part of the cost of qualifying assets under ASC 835-20. The remaining $3.9 million and $5.0 million, respectively, for the three and nine months ended September 30, 2026, was recognized as interest expense in the condensed consolidated statements of operations. The carrying amount of the Stateline Term Loan approximated its fair value as of September 30, 2026, due to its variable interest rate that reflects current market conditions. The fair value measurement is classified within Level 2 of the fair value hierarchy under ASC 820.
Equipment Financing
In connection with the Omega Acquisition, the Company acquired $22.9 million of equipment financing agreements. The Company acquired $16.0 million of debt in connection with the GESA Acquisition, primarily related to equipment financing agreements. These financing agreements bear interest at various rates ranging from 0.0% to 16.5% per annum and payable in monthly installments. These financing agreements mature beginning in the first quarter of 2027 through April 2031 and are secured by the underlying financed equipment. The Company concluded that the carrying value of this debt approximates its acquisition-date fair value based on the instruments’ stated rates, remaining terms, and collateral, as compared to current market borrowing terms for similar financings.
Repayment of Assumed Debt
The Company assumed certain debt in connection with the Omega Acquisition in the amount of $11.3 million, which the Company subsequently repaid in full following the closing. The fair value recognized for this debt at the acquisition date approximated its carrying amount, and thus no extinguishment gain or loss was recognized for the subsequent repayment. The Company acquired a $2.7 million line of credit in connection with the GESA Acquisition, which the Company subsequently repaid in full following the closing. The fair value recognized for this debt at the acquisition date approximated its carrying amount, and thus no extinguishment gain or loss was recognized for the subsequent repayment. The repayments are included in “Repayments of debt financing” on the condensed consolidated statements of cash flows.
Debt Extinguishment
On March 16, 2026, in connection with the closing of the Genco Acquisition, (i) we entered into a Senior Secured Term Loan Agreement (as amended on April 8, 2026, the “Bridge Term Loan”) with Goldman Sachs Bank USA as administrative agent and collateral agent that provided us with term loans in an aggregate principal amount of $300.0 million, (ii) we terminated that certain Loan, Security and Guaranty Agreement, dated October 2, 2024 (as amended or otherwise modified from time to time, the “BofA Revolving Facility”), which provided $75.0 million of revolving commitments, subject to a borrowing base, and (iii) Project G Buyer, LLC, a wholly-owned subsidiary of the Company, assumed the obligations of Focus Genco LLC under (x) the Loan and Security Agreement, dated as of March 16, 2026 (the “Stonebriar Term Loan”), with Eldridge Asset Finance LLC, in an aggregate principal amount of $148.6 million, and (y) two term loans under the Master Loan Agreement, dated as of September 26, 2024, with Caterpillar Financial Services Corp. (collectively, the “Caterpillar Term Loans”), in an aggregate principal amount of $15.3 million. There were no outstanding borrowings under the BofA Revolving Facility as of the date of termination, and all liens securing the BofA Revolving Facility were released. The termination resulted in a $1.3 million loss on debt extinguishment, primarily consisting of the write-off of unamortized debt financing costs.

On May 12, 2026, concurrently with the issuance of the 2031 Senior Notes, the Company used a portion of the net proceeds of the 2031 Senior Notes to repay in full and terminate the Bridge Term Loan, the Stonebriar Term Loan, and the Caterpillar Term Loans (collectively, the “Prior Term Loans”), which had an aggregate outstanding principal balance of $463.9 million. All liens and security interests securing the Prior Term Loans were released upon termination. These repayments resulted in a $14.8 million loss on debt extinguishment, primarily consisting of prepayment and termination fees and the write-off of unamortized debt financing costs.
The Company recognized losses on debt extinguishment of $16.1 million during the nine months ended September 30, 2026, presented as “Loss on debt extinguishment” in the condensed consolidated statements of operations.
Payments of Debt Obligations Due by Period
The following table presents the scheduled future principal maturities of long-term debt as of September 30, 2026, consisting of the 2031 Senior Notes, Stateline Term Loan, equipment financing, and Convertible Notes:
Year Ending December 31,Principal Repayments of Long-term DebtPrincipal Repayments of Convertible Notes
2026 (remainder of)$2.5 $— 
202757.1 — 
202862.9 — 
202956.0 — 
203054.8 155.0 
Thereafter1,512.8 747.5 
Total future principal debt payments$1,746.1 $902.5 
The expected future principal maturities of the Stateline Term Loan are based solely on the outstanding principal balance of $408.2 million as of September 30, 2026, and assumed conversion dates in 2026 and 2027. Actual maturities may vary based on timing of conversions and any prepayments.
On October 1, 2026, the Company issued $1.25 billion aggregate principal amount of 7.0% Senior Notes due 2032. The notes are not reflected in the table above. See Note 20. “Subsequent Events” for additional information.