Solaris Energy Infrastructure, Inc. Prices Upsized $650 Million Convertible Senior Notes Offering

Solaris Energy Infrastructure, Inc. (“Solaris”) (NYSE: SEI) today announced the pricing of its public offering of $650,000,000 aggregate principal amount of 0.25% convertible senior notes due 2031 (the “notes”). The offering size was increased from the previously announced offering size of $600,000,000 aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on October 8, 2025, subject to customary closing conditions. Solaris also granted the underwriters of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $97,500,000 principal amount of notes solely to cover over-allotments.

Solaris estimates that the net proceeds from the offering will be approximately $634.4 million (or approximately $729.7 million if the underwriters fully exercise their option to purchase additional notes), after deducting the underwriting discounts and commissions and Solaris’s estimated offering expenses. Solaris intends to use approximately $57.0 million (or approximately $65.6 million if the underwriters fully exercise their option to purchase additional notes) of the net proceeds to fund the cost of entering into the capped call transactions described below. Solaris expects to use the remainder of the net proceeds to purchase from Solaris Energy Infrastructure, LLC (“Solaris LLC”), its operating subsidiary, a subordinated convertible note to be issued by Solaris LLC with substantially similar economic terms as the notes (also taking into account the effect of the capped call transactions), and Solaris LLC expects to use such net proceeds as follows:

(i) approximately $354 million to repay in full the outstanding principal amount (plus accrued and unpaid interest and any make-whole or other prepayment premium) under and terminate its term loan agreement;

(ii) approximately $92 million to purchase approximately 80 MW of new turbine capacity to be delivered late in the fourth quarter of 2025; and

(iii) to fund future growth capital for additional power generation equipment, including new natural gas turbines and complementary “balance of plant” electrical equipment, to support customer activity.

Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Santander US Capital Markets LLC are acting as the book-running managers for the offering. J. Wood Capital Advisors is acting as Solaris’s financial advisor for the offering.