SEC Form DEF 14A filed by Solaris Energy Infrastructure Inc.

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Solaris Energy Infrastructure, Inc. (the “Company”) will be held on Friday, May 15, 2026, at 9:00 a.m. local time, at Solaris Energy Infrastructure, Inc., 9651 Katy Freeway, Suite 300, Houston, Texas 77024.

The Annual Meeting will be held for the following purposes:

Stockholders of record at the close of business on March 20, 2026 are the only stockholders entitled to notice of, and to vote at, the Annual Meeting. This list of stockholders will also be available for inspection at the Annual Meeting and may be inspected by any stockholder for any purpose germane to the Annual Meeting. If you would like to inspect the stockholder list, please call our Investor Relations department at (281) 501-3070.

It is important that your shares be represented at the Annual Meeting. Accordingly, even if you plan to attend the Annual Meeting in person, please complete, sign, date and promptly return the enclosed proxy card in the postage-prepaid envelope prior to the Annual Meeting or follow the Internet or telephone voting procedures described on the enclosed proxy card. If you attend the Annual Meeting and wish to vote in person, you may withdraw your proxy and vote in person. Your prompt consideration is greatly appreciated.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2026: We have elected to take advantage of the U.S. Securities and Exchange Commission’s rules that allow companies to furnish proxy materials to their stockholders on the Internet. The proxy materials including this Notice of Annual Meeting, the accompanying proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are available at www.proxyvote.com.

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Solaris Energy Infrastructure, Inc. (the “Company”) for use at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held May 15, 2026, at 9:00 a.m. local time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. We expect that the Annual Meeting will be held at the principal executive offices of Solaris Energy Infrastructure, Inc., located at 9651 Katy Freeway, Suite 300, Houston, Texas 77024. The telephone number at that address is (281) 501-3070.

The Company has elected to take advantage of the “Notice and Access” rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), which allow public companies to deliver a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) and provide Internet access to the proxy materials and annual report to their stockholders. The use of Notice and Access generates significant cost savings for the Company.

In lieu of paper copies of the proxy statement and other materials, most of our stockholders will receive a Notice of Internet Availability containing instructions on how to access the proxy materials and annual report and vote online. Please follow the instructions on the Notice of Internet Availability for requesting paper or e-mail copies of our proxy materials and annual report. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions with links to the proxy materials and to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you instruct us otherwise. Choosing to receive your future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you.

Most stockholders have a choice of granting their proxies by telephone, over the Internet or by using a traditional proxy card or voting instruction form. You should refer to your proxy or voting instruction card to see which options are available to you and how to use them. The Internet and telephone voting procedures are designed to authenticate stockholders’ identities and to confirm that their instructions have been properly recorded. Please do not return the Notice of Internet Availability. The Notice of Internet Availability is not a valid proxy.

The cost of preparing, assembling and mailing the proxy materials and of reimbursing brokers, nominees and fiduciaries for the out-of-pocket and clerical expenses of transmitting copies of the proxy materials to the beneficial owners of shares held of record by such persons, will be borne by the Company. Proxies may be solicited by telephone, electronic communication, or personal communication by employees of Broadridge and the Company. Employees of the Company will not be compensated separately for these efforts. These proxy solicitation materials are being mailed and made available at www.proxyvote.com beginning on April 1, 2026 to all stockholders entitled to vote at the Annual Meeting.

A stockholder of record giving a proxy pursuant to this solicitation (including via telephone or via the Internet) may revoke it at any time before the Annual Meeting by delivering to the Corporate Secretary of the Company a written notice of revocation or a valid proxy (including via telephone or via the Internet) bearing a later date or by attending the Annual Meeting and voting in person. Stockholders who hold their shares through a broker, bank or other designee should refer to the instructions they receive from that broker, bank or other designee to determine how to revoke their proxy or change their vote.

Pursuant to regulations of the SEC, in order to be included in the Company’s Proxy Statement for its 2027 Annual Meeting of Stockholders, stockholder proposals must meet all the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and be received at the Company’s principal executive offices, 9651 Katy Freeway, Suite 300, Houston, Texas 77024, Attention: Corporate Secretary, no later than December 2, 2026. In addition, the Company’s Amended and Restated Bylaws, as amended from time to time (the “Amended and Restated Bylaws”) provide that any stockholder who desires either to bring a stockholder proposal (other than precatory (non-binding) proposals presented under and in compliance with

Rule 14a-8 of the Exchange Act) before an annual meeting of stockholders or to present a nomination for a director on the Board (a “Director”) at an annual meeting of stockholders must give advance notice to the Corporate Secretary of the Company with respect to such proposal or nominee. The Company’s Amended and Restated Bylaws generally require that written notice be received by the Corporate Secretary of the Company at the Company’s principal executive offices not less than 90 days nor more than 120 days prior to the anniversary of the preceding year’s annual meeting of stockholders and contain certain information regarding the stockholder desiring to present a proposal or make a nomination and, in the case of a nomination, information regarding the proposed Director nominee. For the 2027 Annual Meeting of Stockholders, the Corporate Secretary of the Company must receive written notice on or after January 15, 2027, and on or before February 14, 2027, respectively. However, in the event that the date of the 2027 Annual Meeting of Stockholders is scheduled for a date that is more than 30 days before or more than 60 days after May 15, 2027, such notice by the stockholder must be received by the Corporate Secretary no later than the 10^th day following the day on which public announcement of the date of the 2027 Annual Meeting of Stockholders is first made by the Company. A copy of the Company’s Amended and Restated Bylaws is available upon request from the Corporate Secretary of the Company. In addition to satisfying the deadlines in the notice procedures of our Amended and Restated Bylaws as set forth above, a stockholder who intends to solicit proxies in support of nominees submitted under the notice procedures in our Amended and Restated Bylaws and Rule 14a-19 of the Exchange Act for our 2027 Annual Meeting of Stockholders must provide the notice required under Rule 14a-19 under the Exchange Act to the Corporate Secretary of the Company at the Company’s principal executive offices no later than March 16, 2027.

The Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and Class B common stock, $0.00 par value per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), are the only classes of securities that entitle holders to vote generally at meetings of the Company’s stockholders. Only stockholders of record at the close of business on March 20, 2026 (the “record date”) are entitled to notice of, and to vote at, the Annual Meeting. At the record date, 58,138,451 shares of our Class A Common Stock and 15,349,651 shares of our Class B Common Stock were issued and outstanding and entitled to be voted at the Annual Meeting. The presence, in person or by proxy, of stockholders holding a majority of the shares of the Common Stock entitled to vote will constitute a quorum for the Annual Meeting, therefore, 36,744,052 shares of our Common Stock (regardless of class) need to be represented in person or by proxy for us to hold the Annual Meeting.

Every stockholder is entitled to one vote for each share held with respect to each matter, including the election of Directors, which comes before the Annual Meeting. Stockholders do not have the right to cumulate their votes in the election of Directors. If a stockholder specifies how the proxy is to be voted with respect to any of the proposals for which a choice is provided, the proxy will be voted in accordance with such specifications. If a stockholder signs and dates their proxy but does not specify a choice with respect to such proposals, the proxy will be voted (i) “FOR” all Director nominees named in this Proxy Statement (Proposal 1), (ii) “FOR” the ratification of the appointment of BDO USA, P.C. (“BDO USA”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2) and (iii) “FOR” the advisory non-binding vote to approve the compensation of the Company’s Named Executive Officers (Proposal 3).

The plurality of the votes validly cast at the Annual Meeting is required to elect each Director nominee (Proposal 1). A ballot for a nominee that is marked “withheld” will not be counted as a vote cast. The affirmative vote of a majority of the voting power of the outstanding shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to ratify the appointment of BDO USA as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2) and to approve on an advisory, non-binding basis the compensation of the Company’s Named Executive Officers (Proposal 3).

New York Stock Exchange (“NYSE”) rules permit brokers to vote for routine matters, such as the ratification of the appointment of BDO USA (Proposal 2), without receiving instructions from the beneficial owner of the shares. NYSE rules prohibit brokers from voting on the election of Directors (Proposal 1), the compensation of the Company’s Named Executive Officers (Proposal 3) and other non-routine matters without receiving instructions from the beneficial owner of the shares. In the absence of instructions, the shares are viewed as being subject to “broker non-votes.” “Broker non-votes” will be counted for quorum purposes (as

they are present and entitled to vote on the ratification of BDO USA’s appointment (Proposal 2)), but will not affect the outcome of any other matter being voted upon at the Annual Meeting. Specifically, a broker or other nominee holding shares for a beneficial owner may not vote these shares in regard to the election of Directors (Proposal 1) and the advisory non-binding vote to approve the compensation of the Company’s Named Executive Officers (Proposal 3) without specific instructions from the beneficial owner.

The three Director nominees receiving the highest number of votes will be elected as Class III Directors. You may vote for all the Director nominees, withhold authority to vote your shares for all the Director nominees or withhold authority to vote your shares with respect to any one or more of the Director nominees. Withholding authority to vote your shares with respect to one or more Director nominees will have no effect on the election of the nominees in Proposal 1. Abstentions are treated as present and entitled to vote and thus, will be counted in determining whether a quorum is present. Abstentions will have the effect of a vote cast AGAINST Proposal 2 and Proposal 3.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers use this process for proxy materials, delivering a single copy of the Notice of Internet Availability to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or the Company that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate copies, or if you are receiving multiple copies and wish to receive only one, please notify your broker if your shares are held in a brokerage account or the Company if you hold shares registered in your name, and the Company will promptly undertake to carry out your request. If you hold shares in the Company directly, you can notify the Company by sending a written request to the Company at 9651 Katy Freeway, Suite 300, Houston, Texas 77024, or by telephone at (281) 501-3070.

The following table lists as of March 20, 2026, with respect to each person who is known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Class A Common Stock or Class B Common Stock of the Company, the name and address of such owner, the number of shares of Common Stock beneficially owned and the percentage such shares comprised of the outstanding shares of Common Stock of the Company. Except as indicated, each holder has sole voting and dispositive power over the listed shares. Percentage of beneficial ownership is based on 58,138,451 shares of our Class A Common Stock and 15,349,651 shares of our Class B Common Stock outstanding on March 20, 2026.

The following table sets forth the number of shares of Class A Common Stock and Class B Common Stock of the Company beneficially owned by (i) each Director (and nominee) of the Company, (ii) each named executive officer of the Company, and (iii) Directors and all executive officers of the Company as a group, as of March 20, 2026. Except as indicated, each holder has sole voting and dispositive power over the listed shares. No current Director, nominee Director or executive officer has pledged any of the shares of Common Stock disclosed below. Percentage of beneficial ownership is based on 58,138,451 shares of our Class A Common Stock and 15,349,651 shares of our Class B Common Stock outstanding on March 20, 2026. The number and percentage of shares of Common Stock beneficially owned is determined under the rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares of Common Stock for which a person has sole or shared voting power or investment power and also any shares of Common Stock that may be acquired by that person within 60 days of March 20, 2026. Unless otherwise indicated in the footnotes, the address for each executive officer and Director is c/o Solaris Energy Infrastructure, Inc., 9651 Katy Freeway, Suite 300, Houston, Texas 77024.

Nominees. The three Class III Directors are to be elected at the Annual Meeting. Our Directors are divided into three classes serving staggered three-year terms. Class I, Class II and Class III Directors serve until our Annual Meetings of Stockholders in 2027, 2028 and 2029 (if elected at the Annual Meeting), respectively. Messrs. Burke and Yzaguirre and Mses. Argo and Brock are assigned to Class I. Messrs. Keenan and Walker and Ms. Durrett are assigned to Class II. Messrs. Giesinger, Teague and Zartler are assigned to Class III and are standing for election at the Annual Meeting. At each annual meeting of stockholders, Directors will be elected to succeed the class of Directors whose terms have expired. This classification of our Board could have the effect of increasing the length of time necessary to change the composition of a majority of the Board. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the Board. Each Director elected to the Board will hold office until his or her term expires or until his or her successor has been elected and qualified. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the three Class III nominees named below, each of whom is presently a Director of the Company. In the event any of the nominees are unable or decline to serve as a Director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board to fill the vacancy, unless the size of the Board is reduced. The proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. It is not expected that any nominee will be unable or will decline to serve as a Director. Biographical information regarding each nominee and each other Director is set forth below, as well as a summary of the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that each should serve as a Director of the Company. Each Director’s experience and understanding is evaluated in determining the overall composition of the Board.

On April 26, 2025, F. Gardner Parker, a member of the Board, passed away. Effective October 16, 2025, the Board appointed Amanda M. Brock as Co-Chief Executive Officer of the Company and as a Class I Director, with a term expiring at the 2027 annual meeting of stockholders, until she is either reelected or her successor is elected and qualified, or until her earlier death, resignation or removal, to fill the vacancy created by Mr. Parker’s passing.

The plurality of the votes validly cast at the Annual Meeting is required to elect each Director nominee. The three Director nominees receiving the highest number of votes will be elected as Class III Directors. You may vote for all the Director nominees, withhold authority to vote your shares for all the Director nominees or withhold authority to vote your shares with respect to any one or more of the Director nominees. Withholding authority to vote your shares with respect to one or more Director nominees will have no effect on the election of the nominees in Proposal 1. Brokers do not have the authority to exercise their discretion with respect to this proposal if they do not receive instructions from the beneficial owner. Therefore, it is important that you vote your shares by proxy or in person at the Annual Meeting. If you submit a signed proxy card but do not give voting instructions as to how your shares of Common Stock should be voted, your shares will be voted in accordance with the recommendations of our Board stated in this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS III NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.

The Board has determined that each of the following Directors is independent within the meaning of the listing standards of the NYSE:

Mr. Zartler and Ms. Brock are not deemed independent because they serve as our Co-Chief Executive Officers, and Ms. Durrett is not deemed independent because she serves as our Chief Administrative Officer. Under the independence standards promulgated by the NYSE, the Board must have a majority of independent directors. The Board has evaluated the independence of the members of the Board under the independence standards promulgated by the NYSE. For a Director to qualify as independent, the Board must affirmatively determine that the Director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. In addition, the Board must assess each Director’s independence under the bright-line tests set forth in the NYSE standards. In conducting this evaluation, the Board and Nominating and Governance Committee considered transactions and relationships between each Director nominee or his or her immediate family and the Company, including personal relationships between Directors and management, to determine whether any such transactions or relationships were material and, therefore, inconsistent with a determination that each such Director nominee is independent. With respect to Mr. Keenan, the Board considered the fact that he is a manager of Yorktown X Associates LLC, the sole general partner of Yorktown X Company L.P., which is the sole general partner of Yorktown Energy Partners X, L.P., a significant Company stockholder. Mr. Keenan disclaims beneficial ownership of the shares held by Yorktown Energy Partners X, L.P., and the Board determined that this relationship is not inconsistent with a determination that Mr. Keenan is independent. With respect to Mr. Teague, the Board considered the fact that he is a director and Co-Chief Executive Officer of Enterprise LP, which is a customer of the Company. The Board evaluated the amount of revenue that the Company received from Enterprise LP during the year ended December 31, 2025 and Mr. Teague’s ownership in Enterprise LP and determined that this relationship is not inconsistent with a determination that Mr. Teague is independent.

Audit Committee. The Board has determined that all of the members of the Audit Committee meet the independence requirements under the NYSE and SEC rules and regulations applicable to audit committee members. Additionally, the Board has determined that each member of the Audit Committee is “financially literate” within the meaning of the applicable rules of the SEC and the listing standards of the NYSE and that Mr. Giesinger meets the requirements for being an “audit committee financial expert,” as that term is defined by applicable SEC rules. No member of the Audit Committee serves on the audit committee of more than three public companies.

Compensation Committee. The Board has determined that all of the members of the Compensation Committee are independent within the meaning of the listing standards of the NYSE applicable and as “non-employee directors” under Section 16 of the Exchange Act.

Nominating and Governance Committee. The Board has determined that all of the members of the Nominating and Governance Committee are independent within the meaning of the listing standards of the NYSE.

Interested parties may contact the Board, or the non-management Directors as a group, at the following address:

Communications may also be sent to individual Directors at the above address. Communications to Directors will be reviewed and referred in compliance with the Company’s Corporate Governance Guidelines to the addressee to the extent appropriate.

Communications to the Board, the non-management Directors or any individual Director that relate to the Company’s accounting, internal accounting controls or auditing matters will also be referred to the Chairman of the Audit Committee. Other communications will be referred to the appropriate Committee Chairman and may also be sent, as appropriate, to the Company’s Chief Administrative Officer or Chief Legal Officer.

The Board met ten times and acted by unanimous written consent eight times during 2025. Each Director attended at least 75% of all meetings of the Board and the Committees of which each such Director was a member during 2025. Pursuant to the Company’s Corporate Governance Guidelines, Directors are encouraged to attend the Annual Meeting, and all Directors that were Directors as of the date of the 2025 Annual Meeting attended the 2025 Annual Meeting of Stockholders.

On April 26, 2025, Mr. Parker, a member of the Board, passed away. Effective October 16, 2025, the Board appointed Ms. Brock as Co-Chief Executive Officer of the Company and as a Class I Director, with a term expiring at the 2027 annual meeting of stockholders, until she is either reelected or her successor is elected and qualified, or until her earlier death, resignation or removal, to fill the vacancy created by Mr. Parker’s passing.

The primary function of the Board is oversight, which includes among other matters, oversight of the principal risk exposures to the Company. To assist the Board in this role, the Audit Committee periodically requests the Company’s internal auditor to conduct a review of enterprise risks associated with the Company. The internal audit firm reports its findings and assessments to the Audit Committee, which then reports the findings to the Board as a whole.

Mr. Zartler is our Chairman and has served as a Director of the Board since February 2017, our Chief Executive Officer since July 2018 and our Co-Chief Executive Officer since October 2025. The independent members of the Board believe the combined role of Chairman and Chief Executive Officer promotes unified leadership and direction for the Company, which allows for a clear focus for management to execute the Company’s strategy and business plans. As a Chief Executive Officer, the Chairman is best suited to ensure that critical business issues are brought before the Board, which enhances the Board’s ability to develop and implement business strategies. To ensure a strong and independent Board, all Directors of the Company, other than Mr. Zartler and Mses. Brock and Durrett, are independent. In addition, the Company’s Corporate Governance Guidelines provide that the Board will either designate one of its members as the Lead Independent Director or establish a procedure by which a Lead Independent Director is chosen to preside over the meetings of the non-management directors and to provide, in conjunction with the Chairman and Co-Chief Executive Officers, leadership and guidance to the Board. In April 2025, the Board determined that Mr. Giesinger would serve as the Lead Independent Director for executive sessions of the non-management directors going forward, and Mr. Giesinger has continued to serve in this position since that time. Mr. Giesinger’s duties as Lead Independent Director include serving as a liaison between the Chairman and the independent Directors of the Board and having the authority to call meetings of the independent Directors.

The Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. The Audit Committee, the Compensation Committee and the Nominating and Governance Committee are each currently comprised of three members. The charters of each of these Committees and the Company’s Corporate Governance Guidelines are available free of charge on the Company’s website at www.solaris-energy.com or by writing to the Company at: Solaris Energy Infrastructure, Inc., c/o Corporate Secretary, 9651 Katy Freeway, Suite 300, Houston, Texas 77024. The Board votes annually on the membership and chairmanship of all Committees.

Audit Committee. The Audit Committee currently consists of Edgar R. Giesinger (Chairman), Laurie H. Argo and M. Max Yzaguirre. The Audit Committee met four times and acted by written consent twice during 2025. The Audit Committee appoints and retains the Company’s independent registered public accounting firm, approves the fee arrangement and scope of the audit, reviews the financial statements and the independent registered public accounting firm’s report, considers comments made by the independent registered public accounting firm with respect to the Company’s internal control structure and reviews internal accounting procedures and controls with the Company’s financial and accounting staff. The Audit Committee also conducts the review of the non-audit services provided by the independent registered public accounting firm to determine their compatibility with its independence. Before the independent registered public accounting firm is engaged by the Company or its subsidiaries to render audit or non-audit services, the Audit Committee must pre-approve the engagement. Pre-approval of audit and non-audit services is not required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Audit Committee. The Chairman of the Audit Committee has the authority to grant pre-approvals, provided such approvals are within the pre-approval policy and presented to the Audit Committee at a subsequent meeting. The Audit Committee reviews the independent registered public accounting firm’s performance, qualification and quality control

procedures and establishes policies for: (i) the pre-approval of audit and permitted non-audit services by the independent registered public accounting firm; (ii) the hiring of former employees of the independent registered public accounting firm; and (iii) the submission and confidential treatment of concerns from employees or others about accounting, internal controls, auditing or other matters.

The Audit Committee reviews with management the Company’s disclosure controls and procedures and internal control over financial reporting and the processes supporting the certifications of the Co-Chief Executive Officers and Chief Financial Officer. It also reviews with management and the Company’s independent registered public accounting firm the Company’s critical accounting policies. The Audit Committee reviews the Company’s annual and quarterly SEC filings and other related Company disclosures. The Audit Committee reviews the Company’s compliance with the Code of Business Conduct and Ethics as well as other legal and regulatory matters. The Audit Committee reviews related party transactions in accordance with the Company’s Related Persons Transactions Policy and applicable SEC guidelines.

In performing these duties, the Audit Committee has full authority to: (i) investigate any matter brought to its attention with full access to any officer, employee or advisor of the Company to meet with the Audit Committee or any advisors engaged by the Audit Committee; (ii) retain outside legal, accounting or other consultants to advise the Audit Committee; and (iii) request any officer or employee of the Company, the Company’s in-house or outside counsel, internal audit service providers or independent registered public accounting firm to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.

Compensation Committee. The Compensation Committee currently consists of Ray N. Walker, Jr. (Chairman), Laurie H. Argo and A. James Teague. The Compensation Committee met three times and acted by unanimous written consent twice during 2025. The Compensation Committee generally, among other things, (i) establishes policies relating to the compensation of the non-employee Directors, officers and key management employees of the Company; (ii) reviews and approves the compensation of the non-employee Directors, officers and the Co-Chief Executive Officers; (iii) reviews and make recommendations to the Board with respect to incentive-compensation plans and equity-based plans; (iv) oversees the administration of the Company’s equity compensation plans; (v) reviews and approves periodically, but no less than annually, the Company’s compensation goals and objectives with respect to its officers, including oversight of the risks associated with the Company’s compensation programs; (vi) evaluates and approves post-service arrangements with management; and (vii) establishes and reviews periodically the Company’s perquisite policies for management and Directors. The Compensation Committee has determined that none of the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

In performing its duties, the Compensation Committee has ultimate authority and responsibility to engage and terminate any compensation consultant, legal counsel or other adviser (together “advisers”) to assist in determining appropriate compensation levels for the Co-Chief Executive Officers or any other member of the Company’s management and to approve the terms of any such engagement and the fees of any such adviser. In addition, the Compensation Committee may also request that any officer or other employee of the Company (including the Company’s senior compensation or human resources executives), the Company’s in-house or outside counsel, or any other person meet with any members of, or consultant to, the Compensation Committee. In addition to information provided by outside compensation consultants, the officers of the Company may also collect peer group compensation data for review by the Compensation Committee. Upon consultation with, and recommendations by, the Company’s Co-Chief Executive Officers, the Compensation Committee sets the compensation policy for Directors and executive officers as well as the Company as a whole.

Nominating and Governance Committee. The Nominating and Governance Committee currently consists of Laurie H. Argo (Chairperson), James R. Burke and Edgar R. Giesinger. The Nominating and Governance Committee acted unanimously in recommending the nomination of the Class III Directors in Proposal No. 1 to the Board for election by the stockholders at the Annual Meeting. The Nominating and Governance Committee met twice and acted by unanimous written consent twice during 2025. The Nominating and Governance Committee Charter sets forth the Nominating and Governance Committee’s responsibility to establish and periodically review the Company’s corporate governance principles and guidelines. These principles and guidelines address, among other matters, the size, composition and responsibilities of the Board and its Committees, including their oversight of management. The Nominating and Governance Committee also advises the Board with respect to the charter, structure and operation of each Committee of the Board. The Nominating

and Governance Committee oversees the evaluation of the Board and officers of the Company and reviews and periodically reports to the Board on matters concerning Company succession planning. The Nominating and Governance Committee may retain outside consultants to advise it and has full access to any officer, employee or advisor of the Company to meet with the Nominating and Governance Committee or any advisors engaged by the Nominating and Governance Committee. The Nominating and Governance Committee has the ultimate authority and responsibility to engage or terminate any outside consultant, to identify Director candidate(s) and to approve the terms and fees of such engagement of any such consultant. The Nominating and Governance Committee may also request that any officer or other employee of the Company, the Company’s outside counsel, or any other person meet with any members of, or consultants to, the Nominating and Governance Committee.

The Company’s Board has charged the Nominating and Governance Committee with identifying individuals qualified to become members of the Board and recommending Director nominees for each Annual Meeting of Stockholders, including the recommendation of nominees to fill any vacancies on the Board. The Nominating and Governance Committee considers Director candidates suggested by its members, other Directors, officers and stockholders. Stockholders desiring to make such recommendations should timely submit the candidate’s name, together with biographical information and the candidate’s written consent to be nominated and, if elected, to serve to: Chairman, Nominating and Governance Committee of the Board of Directors of Solaris Energy Infrastructure, Inc., 9651 Katy Freeway, Suite 300, Houston, Texas 77024. To assist it in identifying Director candidates, the Nominating and Governance Committee is also authorized to retain, at the expense of the Company, third party search firms and legal, accounting, or other advisors, including for purposes of performing background reviews of potential candidates. The Nominating and Governance Committee provides guidance to search firms it retains about the particular qualifications the Board is then seeking.

All Director candidates, including those recommended by stockholders, are evaluated on the same basis. Candidates are selected for their character, judgment, business experience and specific areas of expertise, among other relevant considerations, such as the requirements of applicable law and listing standards (including independence standards), and a wide range of perspectives. The Board recognizes the importance of soliciting new candidates for membership on the Board and that the needs of the Board, in terms of the relative experience and other qualifications of candidates, may change over time. In determining the needs of the Board and the Company, the Nominating and Governance Committee considers the qualifications of sitting Directors and consults with the Board, the Chairman of the Board and certain other officers and, where appropriate, external advisors. All Directors are expected to exemplify the highest standards of personal and professional integrity and to assume the responsibility of challenging management through their active and constructive participation and questioning in meetings of the Board and its various Committees, as well as in less formal contacts with management. Director candidates, other than sitting Directors, are interviewed at the direction of the Nominating and Governance Committee, which may include (at the Nominating and Governance Committee’s direction) interviews by the Chairman of the Board, other Directors and certain other officers, and the results of those interviews are considered by the Nominating and Governance Committee in its deliberations.

Hedging, Pledging and Insider Trading Policies. The Company adopted an insider trading policy (“Insider Trading Policy”) governing the purchase, sale and other dispositions of the Company’s securities that applies to Directors, officers and employees, and to the Company itself in the repurchase of its own securities. We believe our Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company. A copy of the Company’s Insider Trading Policy was filed as Exhibit 19.1 to its Annual Report on Form 10-K for the year ended December 31, 2024. The Company’s Insider Trading Policy prohibits hedging or monetization transactions, whether direct or indirect, involving the Company’s securities, including transactions involving Company-based derivative securities, regardless of whether the covered person is in possession of material, non-public information, except with respect to holding, exercising or settling of securities granted under the Company’s equity incentive plan. The Company’s Insider Trading Policy also prohibits the pledging of Company securities as collateral, subject to receipt of a waiver of this prohibition from the Audit Committee.

Our Board has adopted a written related party transactions policy, pursuant to which a “Related Party Transaction” is defined pursuant to Item 404 of Regulation S-K. Pursuant to this policy, our Audit Committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee shall take into account, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction. Furthermore, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations. There have been no Related Party Transactions since January 1, 2025 where the procedures described above did not require review, approval or ratification or where these procedures were not followed.

In 2017, we entered into the following Related Party Transactions, which were ongoing during 2025: (i) in connection with the closing of the IPO, the Company entered into agreements with the Original Investors, that include (a) a registration rights agreement in which we agreed to register the sale of shares of our Class A Common Stock under certain circumstances; (b) the Solaris LLC Agreement pursuant to which each Original Investor has, subject to certain limitations, the right to cause Solaris LLC to acquire all or a portion of its Solaris LLC Units for, at Solaris LLC’s election, (x) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Solaris LLC Unit redeemed, subject to the conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash, and, in connection therewith, a corresponding number of shares of Class B Common Stock will be cancelled; and (c) a tax receivable agreement that generally provides for the payment by the Company to the Original Investors and their permitted transferees of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Company actually realizes (computed using simplifying assumptions to address the impact of state and local taxes) or is deemed to realize in certain circumstances in periods after the IPO; and (ii) administrative services arrangements with Solaris Energy Management, LLC and Blanco Air Services, LLC, companies owned by Mr. Zartler, the Chairman of the Board and Co-Chief Executive Officer of the Company, for the provision of certain services, including rent paid for office space, travel services, and other administrative support, to us at cost, which totaled approximately $700,000 and $300,000 for the fiscal years ending December 31, 2025 and 2024, respectively. The Company did not include any prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2025. As of December 31, 2024, the Company included $100,000 in related prepaid expenses and other current assets on the consolidated balance sheets. Additionally, as of each of December 31, 2025 and 2024, the Company included $100,000 of accruals to related parties in accrued liabilities on the consolidated balance sheet.

On July 9, 2024, we entered into a contribution agreement (the “Contribution Agreement”), with Solaris LLC, John A. Johnson, an individual resident of the State of Florida, John Tuma, an individual resident of the State of Texas, J Turbines, Inc., a Delaware corporation (“J Turbines”) and KTR Management Company, LLC, a Texas limited liability company (“KTR” and, together with J Turbines, the “Contributors”), pursuant to which the Contributors agreed to contribute (the “Contribution”) all of the issued and outstanding equity interests of Mobile Energy Rentals LLC, a Texas limited liability company (“MER”) to Solaris LLC, subject to terms and conditions set forth therein (the “MER Acquisition”), which closed on September 11, 2024 (the “Closing Date”). On the Closing Date, the Contribution was consummated and Solaris LLC received 100% of the issued and outstanding equity interests of MER, with aggregate consideration for the Contribution consisting of the issuance of 16,464,778 Solaris LLC units and an equal number of shares of Class B Common Stock with the fair value of the total purchase consideration transferred as approximately $323.1 million.

In connection with the MER Acquisition, we acquired a lease agreement for commercial real estate with KTR, which, as of December 31, 2025, owned 13.0% of the outstanding shares of our Class B Common Stock, representing 2.9% of the total voting shares. As of December 31, 2025, we recognized an operating lease right-of-use asset and a corresponding operating lease liability of $100,000, split between current and non-current portions, on the consolidated balance sheets. For the year ended December 31, 2025, we incurred $200,000 of rental expense related to the commercial real estate lease, included in cost of services on the consolidated statements of operations. During the fourth quarter 2024, we also began a short-term rental of equipment from

KTR. For the year ended December 31, 2025, we incurred $300,000 of rental expense related to the equipment rental, included in cost of leasing revenue on the consolidated statements of operations, and $100,000 of fuel, utility and travel expenses. During the year ended December 31, 2025, the Company also purchased certain equipment from KTR for $2.0 million, included in property, plant and equipment, net on the consolidated balance sheets. The equipment was purchased at cost with no markup, representing the same price the Company would have paid in an arm’s-length transaction with an unrelated party.

In connection with the MER Acquisition, the Contribution Agreement additionally provided for registration rights to J Turbines, KTR and/or such parties’ designees who received all or part of the equity consideration (“Holders”), pursuant to which we agreed to, on the terms set forth therein, register for resale the shares of Class B Common Stock received by the Holders as a result of the Contribution.

On May 2, 2025, we issued $155.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the “2030 Notes”). In connection with the issuance of the 2030 Notes, BlackRock Portfolio Management LLC (“BlackRock”), which held more than 5% of the total outstanding shares of our Common Stock at the time the 2030 Notes were issued, purchased an aggregate principal amount of $55.0 million of the 2030 Notes at the public offering price. The Audit Committee approved BlackRock’s participation in the 2030 Notes offering on April 30, 2025 in accordance with our related party transactions policy.

On October 8, 2025, we issued $747.5 million aggregate principal amount of the 0.25% Convertible Senior Notes due 2031 (the “2031 Notes”). In connection with the issuance of the 2031 Notes, BlackRock purchased an aggregate principal amount of $120.0 million of the 2031 Notes at the price to the public. The Audit Committee approved BlackRock’s participation in the 2031 Notes offering on October 6, 2025 in accordance with our related party transactions policy. As of December 31, 2025, BlackRock no longer held more than 5% of our total outstanding shares of Common Stock.

None of our executive officers currently serves, nor served at any time during 2025, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board.

The Company has adopted a Corporate Code of Business Conduct and Ethics that applies to its Directors and employees, including its Co-Chief Executive Officers, President, Chief Financial Officer and Chief Accounting Officer. The Corporate Code of Business Conduct and Ethics, including future amendments, is available free of charge on the Company’s website at www.solaris-energy.com or by writing to the Company at: Solaris Energy Infrastructure, Inc., c/o Corporate Secretary, 9651 Katy Freeway, Suite 300, Houston, Texas 77024. The Company will also post on its website any amendment to or waiver under the Corporate Code of Business Conduct and Ethics granted to any of its Directors or executive officers. No such waivers were requested or granted in 2025.

We believe that attracting and retaining qualified non-employee Directors is critical to the future value growth and governance of our Company. We also believe that a significant portion of the total compensation package for our non-employee Directors should be equity-based to align the interests of directors with our stockholders.

As a result, we have maintained a non-employee Director compensation program since our IPO, which is reviewed annually by the Compensation Committee:

We do not pay any additional fees for attendance at Board or Committee meetings, but we do reimburse each Director for reasonable travel and out-of-pocket expenses incurred to attend meetings and activities of the Board or its Committees. Directors who are also our employees will not receive any additional compensation for their service on the Board.

Mr. Zartler and Ms. Brock, our Co-Chief Executive Officers, and Ms. Durrett, our Chief Administrative Officer, do not receive any additional compensation for their service on the Board. The following table sets forth information regarding the compensation of our non-employee directors during the year ended December 31, 2025.

Set forth below are the name, age, position and description of the business experience of our executive officers (other than those who are also Directors and included above) as of April 1, 2026.

Kyle S. Ramachandran—President. Kyle S. Ramachandran joined Solaris at its founding in 2014 and was named President in 2018. Mr. Ramachandran also served as our Chief Financial Officer from our IPO until February 2026. Prior to joining Solaris, Mr. Ramachandran was with Barra Energia, an independent exploration and production company based in Rio de Janeiro, Brazil. Mr. Ramachandran was previously an investor at First Reserve Corporation, a global energy-focused private equity firm. Mr. Ramachandran began his career as an investment banker in the Mergers & Acquisitions Group at Citigroup. Mr. Ramachandran received a Bachelor of Science in Finance and Accounting from the Carroll School of Management Honors Program at Boston College, where he graduated cum laude.

Stephan E. Tompsett—Chief Financial Officer. Stephan E. Tompsett was named our Chief Financial Officer in February 2026. Prior to joining the Company, Mr. Tompsett served as the Chief Financial Officer of Aris from September 2022 until October 2025. From May 2021 until May 2022, Mr. Tompsett served as Chief Financial Officer of Limetree Bay Energy, a large-scale refinery, terminal and logistics hub located in the U.S. Virgin Islands. During his tenure at Limetree Bay Energy, Mr. Tompsett was a member of the turnaround management team responsible for leading the financial restructuring and eventual Chapter 11 bankruptcy filing and sale of Limetree Bay Refining, and the separation and recapitalization of Limetree Bay Terminals. Prior to this, Mr. Tompsett served as the Chief Financial Officer and Treasurer of EagleClaw Midstream Ventures, LLC, a Blackstone portfolio company engaged in natural gas gathering, transportation, and processing in the Delaware Basin from March 2019 to April 2021. Mr. Tompsett served as Vice President and Treasurer of Andeavor (formerly Tesoro Corporation), a Fortune 500 independent refining, marketing and logistics company from September 2016 to October 2018. He began his career at JPMorgan as an investment banker. Mr. Tompsett holds a Master of Business Administration degree from the Red McCombs School of Business at the University of Texas at Austin, and a Bachelor of Science degree in Biology and Mathematics from the University of Texas at Austin.

Christopher M. Powell—Chief Legal Officer and Corporate Secretary. Christopher M. Powell was named our Chief Legal Officer and Corporate Secretary in August 2017. From 2009 to August 2017, Mr. Powell served in various roles of responsibility, including Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer for CARBO Ceramics Inc., a leading technology and services company providing products and services to the global oil and gas and industrial markets. Prior thereto, Mr. Powell served in various legal roles at Baker Hughes Incorporated. Mr. Powell began his career with the international law firm of Norton Rose Fulbright (formerly Fulbright & Jaworski L.L.P.). Mr. Powell obtained his Doctor of Jurisprudence from the University of Houston Law Center, where he graduated magna cum laude. Mr. Powell received a Bachelor of Business Administration in Accounting from Texas A&M University, where he graduated cum laude and was selected as a member of the Mays Business School Fellows Program. Mr. Powell was also a licensed Certified Public Accountant and worked as an auditor with Arthur Andersen LLP prior to obtaining his law degree.

Christopher P. Wirtz—Chief Accounting Officer. Christopher P. Wirtz was named our Chief Accounting Officer in June 2023. Prior to joining Solaris, Mr. Wirtz served as the Controller, Proppant Segment for ProFrac Holding Corp. (NASDAQ: ACDC) (“ProFrac”) from December 2022 to May 2023, which in that time, the Proppant Segment grew from two sand mines to eight, largely through acquisitions. Mr. Wirtz joined ProFrac following ProFrac’s acquisition of U.S. Well Services, Inc. (“U.S. Wells Services”), a provider of high-pressure, hydraulic fracturing services in U.S. unconventional oil and natural gas basins, in November 2022. Mr. Wirtz served as U.S. Well Services’ VP Internal Audit and Process Control from September 2021 to November 2022, in addition to serving as the Corporate Controller from December 2018 to October 2020, Principal Accounting Officer from March 2019 to November 2020 and prior to U.S. Well Services’ business combination, as Controller of U.S. Well Services, LLC from April 2017 to November 2018. Additionally, Mr. Wirtz served as the Chief

Financial Officer for ADS Services, LLC (“ADS Services”), a privately held managed pressure drilling company, from November 2020 until September 2021. Prior to joining U.S. Well Services, LLC, Mr. Wirtz held management and senior level positions at Superior Energy Services, Inc., BJ Services Company, Ernst & Young LLP and Broussard, Poche, Lewis and Breaux. Mr. Wirtz’s over 20 years of accounting experience spans both public and private companies within the energy industry. Mr. Wirtz obtained his Bachelor of Business Administration degree in Accounting from the University of Louisiana at Lafayette and is a Certified Public Accountant.

This Compensation Discussion & Analysis (“CD&A”) provides information for our investors to understand our rationale, philosophy and policies with regard to the compensation of our principal executive officers, principal financial officer and our three other most highly-compensated executive officers (collectively, our “NEOs”), including the material compensation decisions made for 2025 and reflected in the executive compensation tables provided below in this Proxy Statement.

Our NEOs for 2025 include:

Our executive compensation program is designed to achieve the following objectives:

Fiscal year 2025 was a year of strong execution for the Company as our management team delivered growth in power generation capacity while sustaining our established logistics operations. The Company reported revenue of $622.2 million and Adjusted EBITDA of $244.2 million for the year. Power generation equipment served both energy and non-energy end markets, with data centers representing the largest exposure. Cash flows from logistics services supported the expansion of the power generation capacity. The Company made purchase commitments to grow operated capacity to 2.2 GW, while continuing to return capital to shareholders through dividends. For a more detailed definition of the non-GAAP financial measure of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our most directly comparable financial measure calculated in accordance with GAAP, please see Note 4, “Business Segments,” in the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

In 2026, the Company expects to maintain cash flow generation from its core operations and to continue deploying capital into power generation equipment. Demand for distributed power solutions is expected to support further growth, including under a new long-term contract for more than 500 MW that begins in January 2027. The management team completed a $748 million convertible bond issuance that retired existing term loan obligations and fully funds planned capital expenditures through 2028. We have raised first-quarter 2026 Adjusted EBITDA guidance to $72–77 million and established second-quarter guidance at $76–84 million.

Compensation Best Practices. The Compensation Committee believes it is important to complement the compensation program with good governance and executive compensation best practices to further support the alignment between stockholders and executives as well as mitigating risks related to compensation levels. Key elements of the program in support of this objective are set forth in the chart below:

Our Compensation Committee is comprised entirely of independent, non-employee members of the Board. As set forth in its charter, which is available at www.solaris-energy.com, the Compensation Committee is responsible for, among other things, reviewing and approving the plans, policies and programs of the Company with respect to the compensation for the Company’s executive officers and directors. The Board of Directors believes that the Company’s long-term success depends on the talent of our employees, and the executive compensation program plays a significant role in our ability to attract, retain and motivate the highest quality workforce. The Compensation Committee has designed our compensation program to directly link executive compensation to performance, in order to align the interests of the Company’s executive officers with those of its stockholders. The Compensation Committee evaluates, on an annual basis, industry-specific and general market compensation practices and trends to ensure that our program, and the compensation awarded to our NEOs, remains appropriately competitive while also furthering Company goals and initiatives.

Each year the Compensation Committee reviews the Company’s compensation program against market data and available compensation studies for the Company’s Peer Group (as defined below) as well as the industry in general (the “Market Data”). This review is conducted in light of the Company’s compensation philosophy and key short-term and long-term goals and initiatives. The Compensation Committee retains sole discretion to engage any other compensation consultants it deems necessary and appropriate to aid in their review in order to provide independent and objective market compensation data, conduct compensation analysis, recommend plan design changes and advise on compensation related risks. Any compensation consultant acts solely at the direction of the Compensation Committee and not at the direction of the Company’s management team.

In 2025, the Compensation Committee engaged Pay Governance (the “Compensation Consultant”) to conduct (i) a competitive review of the compensation provided to the Company’s executive leadership team, including the NEOs, and (ii) a comprehensive market benchmarking review of compensation provided to the Company’s non-employee directors. The Compensation Committee has evaluated the Compensation Consultant’s independence pursuant to the requirements of NYSE and SEC rules and has determined that the Compensation Consultant does not have any conflicts of interest in advising the Compensation Committee. The Compensation Committee also reviews Market Data when reviewing the compensation of executives other than the NEOs. The Compensation Consultant compiles compensation surveys for review by the Compensation Committee and management. After review of the Compensation Consultant’s surveys, management provides recommendations of compensation for our directors and NEOs to the Compensation Committee. Such recommendations are generally based upon the data provided by the Compensation Consultant, Market Data and the performance of our management as a team. The Compensation Committee then reviews management’s recommendation with the ability to ask questions of management and may conduct an executive session as needed to discuss compensation.

With respect to the compensation of the NEOs, other than our Co-Chief Executive Officers, the Compensation Committee considers the recommendations of our Co-Chief Executive Officers. The Compensation Committee retains sole authority to establish the compensation of our Co-Chief Executive Officers after initial discussion with the Co-Chief Executive Officers and then independent deliberation in executive session.

We believe that total compensation opportunities for our NEOs should be competitive with opportunities for executive officers in similar positions, with similar experience and with similar responsibilities to those in our Peer Group. We place a heavy emphasis on long-term incentives in the compensation program to align the interests of our management team with long-term shareholder value and to incentivize our team to achieve performance superior to competitors. For 2025, the Market Data provided to the Compensation Committee included compensation information from our Compensation Consultant relative to our Peer Group as well as other broad-based compensation survey sources. Although the Compensation Committee used the Market Data to inform its decisions regarding the form and amount of compensation provided to our NEOs in 2025, the Compensation Committee also considered other factors, including Company performance and strategic priorities, in determining final compensation levels.

For purposes of setting 2025 compensation, the peer group companies (our “Peer Group”) used by the Compensation Consultant and the Compensation Committee included the following companies:

Our Peer Group was selected based on companies that broadly represent the end markets in which our business units serve, with an increasing focus on the power business. While some of these companies have larger market capitalizations or revenue, these companies represent the market in which we most directly compete for qualified and talented professionals.

In 2025, we received approximately 99% stockholder support on our say-on-pay advisory vote. The Compensation Committee and Board of Directors considered the results of the advisory vote and in light of its overwhelming support, determined to keep the compensation philosophy and practices for 2025 consistent with prior years.

The goal of the Company’s compensation program is to help attract and retain qualified executive talent and to strengthen the alignment between executives and stockholders’ interests, thereby enhancing stockholder value.

To achieve this goal, the Compensation Committee’s decisions are guided by the following principles: provide a competitive compensation package; relate compensation to the performance of the Company and the individual; and align employee objectives with the objectives of stockholders by encouraging executive stock ownership and focusing total compensation on long-term incentives. The Compensation Committee sets performance standards to support the Company's continued performance and position the Company competitively within our industry.

In order to achieve these objectives, the Compensation Committee has created a compensation package that combines current and deferred compensation with equity-based compensation. A significant portion of the target compensation for our NEOs is variable or “at risk,” meaning that it can be forfeited, and its value is dependent upon such factors as Company performance and our stock price. This structure requires executives to deliver strong results to realize the full value of their compensation, ensuring that at-risk elements remain in the money only through sustained high performance. A portion of the long-term incentives for our NEOs is performance based and tied to certain shareholder metrics, as discussed below under “LTIP Compensation.” The Company’s compensation program for executive officers consists of the following items:

The Compensation Committee structures executive total direct compensation to emphasize performance through the annual incentive program and long-term incentives. The Compensation Committee recognizes that cash-based compensation is generally positioned below the median of the Peer Group and believes that the compensation mix should be weighted more heavily on long-term incentives to strike a balance promoting long-term returns without motivating or rewarding excessive or inappropriate risk-taking.

Our compensation program is designed so that the higher an executive’s position in the Company, the greater the percentage of compensation that is contingent on the Company’s performance through long-term incentives. The Company believes that having a significant portion of our NEOs’ compensation at risk better aligns their interests with the long-term interests of the Company and its stockholders. Because performance equity is a portion of the NEOs’ long-term incentives, a majority of our NEOs’ total target direct compensation for fiscal year 2025 was variable, at approximately 97% for one of our Co-Chief Executive Officers, Mr. Zartler, and averaging approximately 82% for our other NEOs.

For purposes of this pay mix disclosure, Ms. Brock, our other Co-Chief Executive Officer, has been excluded because she joined the Company mid-year and received a one-time sign-on award that is not reflective of the total target mix of direct compensation under our compensation program.

The following charts illustrate the total target mix of direct compensation for Mr. Zartler and other NEOs for fiscal year 2025.

Each NEO’s base salary is a fixed component of compensation for performing specific job duties and functions. The Compensation Committee monitors and adjusts salaries for our NEOs over time as necessary to remain competitive with market rates for similarly situated officers at our Peer Group companies and to reflect any changes to the NEO’s role, duties and responsibilities. The base salaries for each NEO were as follows for 2025:

Annual incentive awards are tied to the achievement of performance goals, which are based on both quantitative and qualitative measures as determined by the Compensation Committee in consultation with management. Each year the Compensation Committee, in consultation with management, reviews key short-term strategic initiatives to drive the annual cash-based incentive award. Annual short-term cash incentive awards are based upon targets for each NEO and awarded in light of certain key strategic initiatives and metrics, which are set by the Compensation Committee after review and consultation with management.

Target annual incentive award percentages for each of the NEOs are as follows: Mr. Zartler - 100%, Ms. Brock - 100%, Mr. Ramachandran - 90%, Mr. Powell - 75%, Ms. Durrett - 75% and Mr. Wirtz - 50%. The following key metrics were selected by the Compensation Committee to measure achievement of short-term Company goals: Financial and Operating Metrics (consisting of EBITDA, free cash flow, customer consistency, fully utilized systems deployed and market share), Strategic Initiatives (consisting of total shareholder return, contract tenor and total managed capacity) and Safety (collectively with the Financial and Operating Metrics and the Strategic Initiatives, the “Company Performance”) and Individual Performance. Company Performance accounts for 60% of the eligible annual incentive award with Individual Performance accounting for 40%. The

Compensation Committee retains discretion to adjust these percentages and weighting based upon certain factors within their discretion. At the suggestion of our NEOs, the 2025 thresholds used for the Financial and Operating Metrics and the Strategic Initiatives accounted for approximately 83% of the Company Performance with Safety representing the remaining 17%.

The Compensation Committee maintains an element of discretion in the annual incentive for our NEOs in order to provide the Compensation Committee the flexibility to respond to specific events that are relevant to each NEO’s performance during the year in light of changing market conditions and responsibilities of each NEO. No payout percentage would be earned for a metric if the actual Company performance of that metric was below the threshold level set for that metric below. The Company Performance metrics, their related thresholds and weightings and actual performance for the year ended December 31, 2025 are set forth in the table below:

In 2025, our NEOs focused on capital returns in our business, including operating margins, utilization and performance of our equipment. Upon review of the results of the Company Performance and Individual Performance, the Compensation Committee approved the following annual incentive payouts for each NEO:

As discussed above, the Company delivered strong operational and strategic performance in 2025, resulting in above-target achievement under our annual incentive awards. In light of the Company’s significant growth during 2025 and the management team’s successful execution of several key strategic initiatives, the Compensation Committee determined that the resulting payouts appropriately reflect performance against the pre-established performance goals described above and are consistent with, and reinforce our commitment to, our pay-for-performance philosophy.

The LTIP was adopted in May 2017 at the time of our IPO and amended at the 2023 Annual Meeting, and provides a means though which (a) we may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and its affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its affiliates rest, and whose present and potential contributions to the Company and its affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and its affiliates.

In 2025, following recommendations by the Co-Chief Executive Officers and review of Market Data, the Compensation Committee approved grants of time-based restricted stock awards (“RSAs”), which provides the grantee the right to receive dividends and vote the underlying shares but does not otherwise grant the NEO any other economic right until the time of vesting. If an NEO terminates service with the Company prior to vesting of the RSA, then, except in limited circumstances, such as a change of control, such RSAs are forfeited and return to the pool of shares available for grant under the LTIP. For 2025, the grant date value of RSAs for the NEOs as a group was initially set at approximately the 50^th-75^th percentile based on Market Data. For 2025, the RSAs awarded to the NEOs vest ratably over a three-year period.

A portion of our NEOs’ long-term incentive compensation is in the form of awards of performance-based restricted stock units (“PSUs”). The PSUs utilize Absolute Total Shareholder Return (“Absolute TSR”) and Relative Total Shareholder Return (“Relative TSR”) as metrics to measure performance. Relative TSR was measured against the Russell 2000 Index Oil Equipment and Services Subsector for award years 2023 and 2024 and against the Russell 2000 Index for award year 2025. The PSUs are subject to a three-year cycle and vest 25%, 25% and 50% in each of years 1, 2 and 3, respectively, for the Relative TSR PSUs and have a cliff vesting at the end of year 3 for the Absolute TSR PSUs. Given the Company’s strong TSR performance, which exceeded the maximum thresholds for the 2025 performance period under each of the PSU awards granted in 2023, 2024 and 2025, the third tranche of 2023 PSUs grants, the second tranche of the 2024 PSU grants and the first tranche of the 2025 PSU grants tied to Relative TSR and representing years 3, 2 and 1 of the overall performance period applicable to each award, respectively, vested at 200% of the target. The 2023 PSU grants tied to Absolute TSR also vested at 200% of the target.

PSUs provide the NEO the right to receive an amount ranging from 0% to 200% of the target number of PSUs granted based on both the Company’s Absolute and Relative TSR performance during the three-year performance period, subject to the continued employment of the NEO. PSUs will be eligible to receive dividends; however such dividends will not be paid until such time as the PSUs vest, if at all. The tables below shows the Company’s performance targets for the Absolute TSR and Relative TSR PSUs.

The Compensation Committee has considered the use of other forms of equity awards, including stock options and restricted stock units, and ultimately determined to use RSAs and PSUs given that they have a less dilutive effect than stock options. Additionally, the Compensation Committee determined that a approach based upon a mix of time-based vesting and performance incentives was appropriate given the Company’s desire to provide our NEOs with a long-term retention-focused award that also aligns the interests of our NEOs with those of our stockholders.

None of our NEOs have an employment agreement with the Company.

The Company previously entered into Change in Control Severance Agreements, which are a form of participation agreement, under the Company’s Change in Control Severance Plan (the “CIC Plan”) with each of its NEOs. The CIC Plan was originally effective as of March 1, 2023 and remained in effect on December 31, 2025. The CIC Plan provided “double trigger” (meaning that both a termination of employment and a change in control must occur) benefits in the event the executive officer is terminated without “cause” or resigns for “good reason” during the 90 days prior to or within 12 months following a “change in control” as each such term is defined in the CIC Plan.

Pursuant to the terms of the CIC Plan, the level of severance benefit for which a participant is eligible is determined based on their designated tier in the CIC Plan (the “Tier”). As of December 31, 2025, the Tier levels for each of the Named Executive Officers was as follows:

The benefits provided to each NEO under the CIC Plan were based upon a review of the Market Data provided at the time the Change in Control Severance Agreements were entered into with each of the NEOs and such benefits include:

A participant’s rights to any severance benefits under the CIC Plan upon a qualifying termination were conditioned upon (i) the participant executing and not revoking a valid separation and general release of claims agreement in a form acceptable to the Company (the “Release”) and (ii) the Release becoming effective and irrevocable in accordance with its terms within sixty (60) days following the participant’s termination date.

Effective February 25, 2026, our Compensation Committee, acting pursuant to the authority delegated to it by the Board, approved an amendment to and restatement of the CIC Plan (as amended and restated, the “A&R CIC Plan”). The A&R CIC Plan supersedes and replaces the CIC Plan. As of the date of this proxy statement, each of our NEOs participates in the A&R CIC Plan.

If the Company terminates a Participant’s employment with the Company or any Affiliate without Cause or the Participant resigns for Good Reason during the 90 days prior to or 12-month period following a Change in Control, the Participant is eligible to receive the following Severance Benefits:

A Participant’s rights to any severance benefits under the A&R CIC Plan are conditioned upon (i) executing and not revoking a valid separation and general release of claims agreement in a form acceptable to the Company and (ii) the release becoming effective and irrevocable in accordance with its terms within sixty (60) days following the termination date.

401(k) Plan. We currently maintain a retirement plan intended to provide benefits under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”) under which employees, including our NEOs, are

allowed to contribute portions of their base compensation to a tax-qualified retirement account under the Insperity 401(k) Savings Plan. We provide matching contributions at a rate of $1.00 for each $1.00 of employee contribution, subject to a cap of the lower of (i) 4% of the employee’s salary and (ii) the applicable contribution limits under the Code. Beginning in 2023, the matching contribution percentage was raised to 6%.

Pension and Nonqualified Deferred Compensation. We have not maintained, and do not currently maintain, a defined benefit pension plan or nonqualified deferred compensation plan.

Perquisites and Other Benefits. We provide limited perquisites to our NEOs, which, to the extent required to be reported under applicable SEC rules and regulations, are reflected in our Summary Compensation Table set forth below.

Anti-Hedging and Pledging Policy. Our Insider Trading Policy generally prohibits our directors, employees and officers from hedging and pledging of Company securities by providing that hedging or monetization transactions, whether direct or indirect, involving the Company’s securities and the pledging of Company securities as collateral are prohibited. Short term exceptions to this prohibition (such as temporary margin loans) may be granted depending on specific facts and circumstances. Any exceptions for our directors and officers must be granted by our Audit Committee and will be periodically communicated to the Board. The policy also prohibits transactions involving Company-based derivative securities.

In 2023 the Company adopted a clawback policy that complies with the final rules adopted by the SEC and NYSE. The clawback policy requires us to recoup certain incentive-based compensation erroneously awarded to our current and former executive officers in the event of an accounting restatement. The foregoing description is qualified in its entirety by reference to the final form of the clawback policy as adopted.

The Compensation Committee reviewed our employee compensation practices and policies and determined that such policies do not encourage excessive or unnecessary risk-taking, and are not likely to have a material adverse effect on the Company.

The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act, or the Exchange Act, except to the extent that the Company specifically incorporates such information by reference in such filing.

The Compensation Committee reviewed and discussed the Compensation Discussion & Analysis required by Item 402 of Regulation S-K promulgated by the SEC with management of the Company, and, based on such review and discussions, the Compensation Committee recommended to the Board that such Compensation Discussion & Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The following table sets forth information, with respect to our NEOs, information relating to compensation earned for services rendered in all capacities during fiscal years 2023, 2024 and 2025.

The following table describes all non-equity incentive plan awards and equity incentive plan awards for our named executive officers for fiscal year 2025.