Acquires Omega Foundation Services for $77M cash and 3.6M Class A shares

Solaris Energy Infrastructure, Inc. has officially completed its acquisition of Omega Foundation Services, Inc., now operating as Omega Foundation Services LLC. The transaction, effective September 1, 2026, involved a total consideration comprising approximately $77 million in cash, subject to post-closing adjustments, and 3,599,199 shares of Solaris Class A common stock.

The acquisition was structured as a series of mergers. Omega Foundation Services, Inc. was initially converted into a Delaware limited liability company. Subsequently, a newly formed Solaris subsidiary merged with Omega Holdco, which held the equity of Omega Foundation Services LLC. Immediately following, Omega Holdco merged into another Solaris subsidiary, resulting in Solaris indirectly acquiring 100% of Omega Foundation Services LLC.

Andrew W. Bennett, the sole shareholder of Omega Holdco, received the cash and stock consideration. As part of the agreement, Mr. Bennett is subject to a 180-day lockup period, restricting his ability to sell or transfer the Solaris shares received. The agreement also includes customary indemnification provisions, where Mr. Bennett has agreed to indemnify Solaris for certain losses, subject to specific thresholds and caps.

In connection with the acquisition, Omega Foundation Services LLC also entered into a Master Lease Agreement with Bennett Acquisitions, LLC, an entity affiliated with Mr. Bennett. This agreement details the leasing of certain properties used in Omega's operations and amends and restates existing lease agreements between the parties.