Solaris Energy Infrastructure (NYSE: SEI) clarifies Genco acquisition is not significant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Solaris Energy Infrastructure, Inc. filed an amended current report to clarify the accounting and disclosure treatment of its acquisition of Focus Genco Cayman Ltd. under SEC rules.

The company now states that, after further evaluation, the Genco transaction does not involve the acquisition of a “significant amount of assets” for purposes of Item 2.01 and Rule 3-05 of Regulation S-X. As a result, Solaris Energy concludes that no historical financial statements of Genco and no pro forma financial information are required in connection with this acquisition, and the earlier disclosure items 2.01 and 9.01 are revised accordingly. All other disclosures from the original report remain unchanged.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

significant amount of assets, Rule 3-05 of Regulation S-X, pro forma financial information, Item 2.01, +1 more

5 terms

significant amount of assets regulatory

"the Transaction does not constitute the acquisition of a “significant amount of assets” under Rule 3-05 of Regulation S-X"

Rule 3-05 of Regulation S-X regulatory

"does not constitute the acquisition of a “significant amount of assets” under Rule 3-05 of Regulation S-X"

pro forma financial information financial

"no historical financial statements of Genco or pro forma financial information are required to be filed under Item 9.01(a) and (b)"

Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

Item 2.01 regulatory

"the Transaction does not involve the acquisition of a “significant amount of assets” for purposes of Item 2.01"

Item 9.01 regulatory

"financial statements of Genco or pro forma financial information are required to be filed under Item 9.01(a) and (b)"

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Understanding 8-K Material Events →

05/01/2026 - 04:12 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2026 (March 16, 2026)

SOLARIS ENERGY INFRASTRUCTURE, INC.

(Exact name of registrant as specified in charter)

Delaware

001-38090

81-5223109

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9651 Katy Freeway, Suite 300

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

(281) 501-3070

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	“SEI”	New York Stock Exchange
		Indicate by check NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On March 20, 2026, Solaris Energy Infrastructure, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission. The Original Report disclosed, among other things, the consummation of the acquisition of Focus Genco Cayman Ltd. (“Genco”) by the Company as contemplated by the Securities Purchase Agreement, dated March 16, 2026 (the “Transaction”).

The Company is filing this Amendment No. 1 to the Original Report to revise Items 2.01 and 9.01 to clarify that, upon further evaluation, the Transaction does not constitute the acquisition of a “significant amount of assets” under Rule 3-05 of Regulation S-X. Accordingly, no historical financial statements of Genco or pro forma financial information are required to be filed under Item 9.01(a) and (b), respectively, in connection with the Transaction.

Except as provided herein, the disclosures made in the Original Report remain unchanged.

Item 2.01

Completion of Acquisition or Disposition of Assets.

Upon further evaluation, the Company has determined that the Transaction does not involve the acquisition of a “significant amount of assets” for purposes of Item 2.01 of Form 8-K. Accordingly, the Transaction did not trigger disclosure under Item 2.01 of Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(d) Exhibits.


Exhibit Number		Description

104		Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 1, 2026


SOLARIS ENERGY INFRASTRUCTURE, INC.

By:		/s/ Stephan E. Tompsett
Name:		Stephan E. Tompsett
Title:		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Solaris Energy Infrastructure (SEI) change in this 8-K/A?

Solaris Energy Infrastructure filed an amended report to clarify how its Focus Genco Cayman Ltd. acquisition is treated under SEC rules. The company now says the deal is not a “significant amount of assets,” so related disclosure requirements are reduced.

Does Solaris Energy Infrastructure consider the Genco acquisition significant?

Solaris Energy Infrastructure determined the Focus Genco Cayman Ltd. transaction does not involve a “significant amount of assets” under Rule 3-05 of Regulation S-X. This conclusion affects which financial disclosures are required for the acquisition in SEC filings.

Are additional financial statements required for the Genco acquisition by SEI?

No, Solaris Energy Infrastructure states that no historical financial statements of Focus Genco Cayman Ltd. are required. The company also indicates that no pro forma financial information is needed in connection with this transaction under Item 9.01.

Will Solaris Energy Infrastructure provide pro forma financial information for the Genco deal?

No, the company indicates pro forma financial information is not applicable for the Focus Genco Cayman Ltd. acquisition. This follows its conclusion that the transaction does not meet the SEC definition of a “significant amount of assets.”

Which SEC items did Solaris Energy revise for the Genco acquisition?

Solaris Energy Infrastructure revised Items 2.01 and 9.01 in its earlier report. The amendment clarifies that the Genco acquisition did not trigger Item 2.01 disclosure and that related historical and pro forma financial information are not required.

Does the amendment change other disclosures for Solaris Energy Infrastructure?

No, the company notes that except for the clarified treatment of the Genco acquisition under Items 2.01 and 9.01, all other disclosures in the original report remain unchanged. The amendment is limited to this interpretive clarification.

Filing Exhibits & Attachments

3 documents