Select Water Solutions, Inc.拟收购Pilot Water Solutions LLC并签署5亿美元信贷协议

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 13, 2026

Select Water Solutions, Inc.

(Exact name of registrant as specified in its charter)

(940) 668-1818

(Registrant’s telephone number, including area code)

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

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

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. ¨

Introductory Note

On September 24, 2026, Select Water Solutions, LLC (“Select LLC”), a subsidiary of Select Water Solutions, Inc. (“Select” or the “Company”), entered into a Membership Interest Purchase Agreement (the “Pilot Water Acquisition Agreement”), dated September 24, 2026, by and among Select LLC, Pilot OFS Holdings LLC (“Pilot OFS”), Minerva Infrastructure IA LLC and, for the limited purposes therein, Pilot Travel Centers LLC, pursuant to which Select LLC agreed to acquire all of the outstanding membership interests in Pilot Water Solutions LLC (together with its subsidiaries, “Pilot Water,” and such acquisition, the “Pilot Water Acquisition”).

Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2026, Select Water Holdings LLC (“Select Holdings”), an indirect subsidiary of the Company, executed a Credit Agreement (the “New Credit Agreement”), among Select Holdings, as borrower, SES Holdings, LLC (“SES Holdings”), as parent, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and issuing banks party thereto from time to time.

The New Credit Agreement provides for a senior secured revolving credit facility of up to $500.0 million (the “New Revolving Credit Facility”), including a $50.0 million letter of credit sublimit, which will become effective and available upon the satisfaction or waiver of certain conditions specified in the New Credit Agreement, including the consummation of the Pilot Water Acquisition (the date of such satisfaction or waiver, the “Effective Date”). If the Effective Date does not occur by the date specified in the New Credit Agreement, the commitments will terminate.

The New Revolving Credit Facility will mature on the earlier of (i) the fifth anniversary of the date on which it becomes effective and (ii) to the extent that more than $50 million aggregate principal amount (or available undrawn commitments) of any indebtedness for borrowed money or permitted refinancing indebtedness in respect thereof is outstanding on such date, the date that is ninety-one (91) days prior to the stated maturity of such material indebtedness for borrowed money or such permitted refinancing indebtedness. Proceeds may be used to finance a portion of the Pilot Water Acquisition and pay fees and expenses related thereto, to refinance existing indebtedness, to fund acquisitions and other growth projects, for working capital, for capital expenditures, and for general corporate purposes. Select Holdings may request up to $250.0 million of additional commitments after the Effective Date, subject to certain conditions, including the provision of such commitments by existing or additional lenders.

Borrowings bear interest, at Select Holdings’ option, at the Term SOFR Rate (as defined in the New Credit Agreement) plus a margin ranging from 2.25% to 3.25% or the Alternate Base Rate (as defined in the New Credit Agreement) plus a margin ranging from 1.25% to 2.25%, in each case based on Select Holdings’ net total leverage ratio.

The obligations under the New Credit Agreement are guaranteed by Select Holdings’ material wholly owned domestic subsidiaries (including, as of the Effective Date, Pilot Water) and are secured by substantially all of the personal property and certain material real property of Select Holdings and the guarantors, subject to certain exclusions, and by a pledge by SES Holdings of its equity interests in Select Holdings.

The New Credit Agreement contains restrictions on the ability of Select Holdings and its restricted subsidiaries to make distributions on, or redeem or repurchase their equity interests, or to prepay or redeem certain unsecured or subordinated indebtedness, including the Notes offered in the Notes Offering (as defined below), prior to scheduled maturity, subject to certain exceptions, including that, such transactions are permitted so long as (i) no default or event of default exists or would result therefrom, (ii) the pro forma net total leverage ratio of Select Holdings is not more than 3.50 to 1.00 and (iii) after giving effect to such transaction, Select Holdings has liquidity of not less than 15% of the aggregate revolving credit commitments. In addition, so long as no payment event of default or bankruptcy or insolvency event of default with respect to Select Holdings exists or would result therefrom, Select Holdings is permitted to pay dividends in an aggregate amount up to $15.0 million per fiscal quarter.

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The New Credit Agreement also requires Select Holdings to maintain (i) a net total leverage ratio of not more than 4.25 to 1.00 (which may be increased to 4.50 to 1.00 for the fiscal quarter in which certain material acquisitions are consummated and the two immediately subsequent fiscal quarters), (ii) a net senior secured leverage ratio of not more than 2.50 to 1.00 and (iii) an interest coverage ratio of not less than 2.50 to 1.00, in each case, tested quarterly.

The New Credit Agreement contains certain customary representations and warranties, affirmative covenants and additional negative covenants and events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the New Credit Agreement to be immediately due and payable and terminate all outstanding commitments thereunder; provided that, in the case of certain bankruptcy or insolvency events, such acceleration and termination will occur automatically.

The foregoing description of the New Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On October 13, 2026, in connection with the Notes Offering (as defined below), the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below in Item 8.01 and are incorporated into this Item 2.02 by reference.

This Current Report on Form 8-K provides (i) unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2025 and the six months ended June 30, 2026, giving effect to the Pilot Water Acquisition (including the issuance of shares of the Company’s common stock as a portion of the consideration therefor) and the related financing transactions, including the Notes Offering, borrowings under the New Revolving Credit Facility, the repayment of the Company’s existing term loan and revolving credit facility indebtedness and the repayment of the existing indebtedness of Pilot Water (collectively, the “Pro Forma Transactions”), as if the Pro Forma Transactions had been consummated on January 1, 2025 and (ii) an unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, giving effect to the Pro Forma Transactions as if they had been consummated on June 30, 2026, as described in Item 8.01 below and incorporated into this Item 2.02 by reference. The pro forma financial statements are being provided for purposes of the Notes Offering.

The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On October 13, 2026, Select Holdings issued a press release announcing that, subject to market conditions, Select Holdings intends to offer (the “Notes Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act to eligible purchasers $800 million aggregate principal amount of Senior Notes due 2034 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any security, including the Notes.

In addition, the information contained in Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Pilot Water Financial Statements

This Current Report on Form 8-K provides the Unaudited Condensed Consolidated Financial Statements of Pilot Water as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025 and accompanying notes thereto, attached as Exhibit 99.2 hereto.

This Current Report on Form 8-K also provides the historical audited consolidated financial statements of Pilot Water as of and for the years ended December 31, 2025 and 2024, and the related notes to the consolidated financial statements, attached as Exhibit 99.3 hereto.

Unaudited Pro Forma Financial Statements

This Current Report on Form 8-K provides the following unaudited pro forma condensed combined financial statements of the Company, giving effect to the Pro Forma Transactions, attached as Exhibit 99.4 hereto:

Limited Consent under Existing Credit Facility

On October 13, 2026, SES Holdings, Select Holdings and Select LLC entered into a limited consent with the requisite lenders under the existing senior secured credit facility, dated as of January 24, 2025, by and among SES Holdings, as parent, Select LLC, as borrower, certain subsidiaries of SES Holdings as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent, issuing lender and swingline lender (the “Existing Credit Facility”), to permit, among other things, (i) the contribution by SES Holdings of substantially all of its assets, including its equity interests in its subsidiaries other than Select Holdings, to Select Holdings and the substitution of Select Holdings for SES Holdings as “Parent” under the Existing Credit Facility, upon which SES Holdings will be released as a guarantor and its assets will be released from the liens securing the Existing Credit Facility, (ii) the issuance of the Notes and the guarantees thereof, subject to, among other things, the absence of any payment or bankruptcy event of default under the Existing Credit Facility at the time of issuance, the repayment in full of the term loans under the Existing Credit Facility within one business day of the issue date of the Notes and the maximum leverage ratio under the Existing Credit Facility not exceeding 5.00 to 1.00 on a pro forma basis, and (iii) the special mandatory redemption under the indenture governing the Notes, but only so long as, at the time thereof, no payment or bankruptcy event of default has occurred and is continuing under the Existing Credit Facility and, after giving effect thereto, availability under the Existing Credit Facility is not less than the greater of (x) 15% of the borrowing limit under the Existing Credit Facility and (y) $20.25 million.

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The Notes Offering

On October 13, 2026, in connection with the Notes Offering, the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below.

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Our in-service and under construction systems in New Mexico in Eddy and Lea counties include approximately 1.7 million barrels per day of fixed recycling capacity (of which approximately 1.5 million barrels per day is currently active), more than 500 miles of pipeline, and 37.2 million barrels of storage capacity across more than 1.9 million acres under dedication or ROFR dedication.

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Pilot Water is a leading water midstream company with a core position in the Delaware Basin and approximately 2.7 million barrels per day of active permitted disposal capacity, approximately 0.8 million barrels per day of undeveloped permitted disposal capacity and more than 700 miles of pipeline infrastructure. Pilot Water’s revenues are supported by an attractive contract portfolio, with more than 80% of its annual revenue supported by long-term contracts with an average tenor of more than six years, including approximately 480,000 barrels per day of MVCs and 306,000 dedicated acres.

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As of October 9, 2026, we had $228.75 million outstanding under the Existing Credit Facility, consisting of $218.75 million outstanding under the term loans and $10 million outstanding under the revolving loans under the Existing Credit Facility, with a weighted average interest rate of 6.95%. The Existing Credit Facility matures on January 24, 2030.

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As of June 30, 2026, we had approximately $874.9 million of total debt outstanding on a pro forma basis after giving effect to the Pilot Water Acquisition, the New Revolving Credit Facility and borrowings thereunder, the issuance of the notes and the use of proceeds therefrom.

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As of June 30, 2026, on a pro forma basis after giving effect to the Pilot Water Acquisition, the New Revolving Credit Facility, the issuance of the notes and the use of proceeds therefrom, we would have had $74.9 million of secured indebtedness outstanding and approximately $418.4 million of additional borrowing capacity under the New Revolving Credit Facility.

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Risks related to the Pilot Water Acquisition

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We may not consummate the Pilot Water Acquisition on the terms currently contemplated or at all.

On September 24, 2026, Select LLC entered into the Pilot Water Acquisition Agreement, pursuant to which Select LLC intends to acquire all of the outstanding membership interests in Pilot Water. Select may not consummate the Pilot Water Acquisition, which is subject to the satisfaction of customary closing conditions. Many of the conditions to completion of the Pilot Water Acquisition are not within Select’s or the sellers’ control, and Select cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the Outside Date, it is possible that the Pilot Water Acquisition may be terminated. In addition, if the Pilot Water Acquisition Agreement is terminated in certain circumstances involving specified breaches by Select LLC, Select LLC may be required to pay the sellers an aggregate termination fee of $35 million. Accordingly, there can be no assurance that the Pilot Water Acquisition will be completed in the anticipated time frame, or at all, or that the anticipated benefits of the Pilot Water Acquisition will be realized.

Although Select has agreed with Pilot OFS to use reasonable best efforts, subject to certain limitations, to promptly complete the Pilot Water Acquisition, these and other conditions to the completion of the Pilot Water Acquisition may fail to be satisfied. In addition, satisfying the conditions to and completion of the Pilot Water Acquisition may take longer, could cost more and could require additional borrowings than Select currently expects. There can be no assurance that such conditions will be satisfied or that the Pilot Water Acquisition will be consummated on the terms currently contemplated or at all. If additional borrowings are required to consummate the Pilot Water Acquisition, our total debt and leverage will be greater than currently anticipated or as otherwise described herein, and, if funded with additional borrowings under our New Revolving Credit Facility, our availability under the New Revolving Credit Facility will be reduced by a corresponding amount.

The Pilot Water Acquisition is subject to a number of conditions to the obligations of Select and the sellers to complete such acquisition, which, if not fulfilled, or not fulfilled in a timely manner, may result in termination of the Pilot Water Acquisition Agreement.

The Pilot Water Acquisition Agreement contains a number of conditions to the consummation of the Pilot Water Acquisition, including, among others:

·         the affirmative approval of antitrust and competition authorities or expiration or termination of the applicable waiting periods in certain specified jurisdictions;

·         the absence of orders or injunctions that prohibit the consummation of the acquisition; and

·         subject to certain exceptions, the accuracy of representations and warranties with respect to Select’s ability to consummate the transactions contemplated by the Pilot Water Acquisition Agreement, the businesses of the relevant sellers, including, with respect to the sellers, the absence since the date of the Pilot Water Acquisition Agreement, of any event or condition that has had or would reasonably be expected to have a material adverse effect on the business, and compliance by Select and the sellers with their respective covenants contained in the Pilot Water Acquisition Agreement.

If any of these conditions are not satisfied or waived prior to the Outside Date (as defined in the Pilot Water Acquisition Agreement), it is possible that the Pilot Water Acquisition Agreement may be terminated. Any delay in completing the Pilot Water Acquisition may adversely affect the cost savings and other benefits that we expect to achieve if the Pilot Water Acquisition and the integration of the parties’ respective businesses are completed within the expected timeframe.

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The New Revolving Credit Facility will not be available until the Pilot Water Acquisition is consummated.

The New Revolving Credit Facility will become effective only when certain conditions are satisfied or waived, including the consummation of the Pilot Water Acquisition. Until then, our liquidity will depend on the Existing Revolver and cash on hand. If the Pilot Water Acquisition is not consummated, the commitments under the New Revolving Credit Facility will terminate.

We will incur significant transaction costs in connection with the Pilot Water Acquisition.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with the Pilot Water Acquisition, combining the operations of Pilot Water with ours and realizing the expected benefits. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors. These costs, as well as other unanticipated costs and expenses, could have a material adverse effect on our business, financial condition, operating results and prospects, and we will bear many of these costs even if the Pilot Water Acquisition is not consummated. Although we expect that the elimination of duplicative costs, as well as the realization of expected benefits, related to the integration of Pilot Water’s assets should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all.

We may be required to make significant additional cash payments to the sellers of Pilot Water after the closing of the Pilot Water Acquisition.

In addition to the cash and equity consideration payable at closing, the Pilot Water Acquisition Agreement requires us to make a $15 million contingent payment upon the satisfaction of certain operational milestones. In addition, if the 30-day volume-weighted average price of our Class A common stock as of the trading day immediately preceding the six-month anniversary of the closing date is less than the Closing Share Price (as defined in the Pilot Water Acquisition Agreement), we will be required to make a cash true-up payment to Pilot OFS equal to the shortfall multiplied by the number of shares of Class A common stock delivered to Pilot OFS at closing, less certain dividends. The amount of any true-up payment will depend on the trading price of our Class A common stock, which is outside our control, and is not capped. Any such payments would reduce the cash available to us to service our indebtedness, including the notes, and could require us to incur additional borrowings.

The pendency of the Pilot Water Acquisition could adversely affect our business, results of operations and financial condition.

The pendency of the Pilot Water Acquisition could cause disruptions in Select’s business, which could have an adverse effect on Select’s business, results of operations and financial condition. In particular, the attention of Select’s management may be directed towards the Pilot Water Acquisition, including obtaining required approvals and other transaction-related considerations and may be diverted from the day-to-day business operations of Select, and matters related to the Pilot Water Acquisition may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Select. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of Select even after the Pilot Water Acquisition is consummated.

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Our actual operating results, costs and activities could differ materially from the guidance we have released in connection with the Pilot Water Acquisition.

In connection with our announcement of the Pilot Water Acquisition, we released certain forecasted operating results, costs and activities, including, without limitation, future expected financial and operating metrics. This forward-looking guidance is based upon a number of assumptions that are inherently uncertain and is subject to numerous business, economic, competitive, financial and regulatory risks, including the risks described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in our most recent Annual Report on Form 10-K. Many of these risks and uncertainties are beyond our control. If any of these risks and uncertainties actually occur or the assumptions underlying our guidance are incorrect, our actual operating results, costs and activities may be materially and adversely different from our guidance. In addition, investors should also recognize that the reliability of any guidance diminishes the farther in the future that the data is forecast. In light of the foregoing, investors are urged to put our guidance in context and not to place undue reliance upon it.

We may not be able to successfully integrate Pilot Water or realize the anticipated benefits and cost synergies of the Pilot Water Acquisition.

The success of the Pilot Water Acquisition will depend, in part, on our ability to integrate Pilot Water’s operations, systems and employees into our existing Water Infrastructure network and to realize the anticipated operational benefits and cost savings. Integration may be more difficult, costly or time-consuming than we expect. We may lose key employees, customers or suppliers of Pilot Water. We may not achieve the anticipated synergies within the expected timeframe or at all. Any failure to integrate Pilot Water successfully could adversely affect our results of operations and cash flows, including the cash available to service the notes.

The amounts of anticipated operational benefits and cost savings are forward-looking statements within the meaning of applicable securities laws, and are based on our current estimates, but they involve risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to be materially different from those described herein. Assumptions relating to the plans and amounts related thereto involve subjective decisions and judgments with respect to, among other things, the estimated impact of certain operational adjustments, including marketing efficiency, labor management, material input cost fluctuations, transition costs and other cost and savings adjustments, as well as future economic, competitive, industry and market conditions and future business decisions, all of which are inherently uncertain and may be beyond the control of our management. Although our management believes these estimates and assumptions to be reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the estimates described herein will prove to be accurate or that the objectives and plans expressed will be achieved. Neither our independent auditor nor any other independent accountant has examined, compiled or performed any procedures with respect to these amounts, nor have they expressed any opinion, or any other form of assurance, on such information or their achievability, and assume no responsibility for, and disclaim any association with, the information.

Pilot Water’s expected growth depends significantly on a single new contract and on the continued performance of its customers.

Pilot Water’s expected growth in produced water volumes and Adjusted EBITDA from 2026 to 2027 is primarily attributable to a new 175,000 barrel per day MVC-based contract. If that contract is delayed, does not perform as expected or is terminated, or if the counterparty fails to meet its commitments, Pilot Water’s results may fall materially short of the expected levels. More generally, a significant portion of Pilot Water’s revenues depends on long-term contracts with a limited number of customers. The loss of, or a material reduction in volumes from, any significant customer could adversely affect our results of operations.

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EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance and results of operations. Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. We define EBITDA as net income, plus interest expense, income taxes, and depreciation, amortization and accretion. We define Adjusted EBITDA as EBITDA plus any impairment and abandonment charges or asset write offs pursuant to U.S. Generally Accepted Accounting Principles (“GAAP”), plus non-cash losses on the sale of assets or subsidiaries less remeasurement gains on fixed assets related to business combinations, non-cash compensation expense, ROU adjustments, hedge losses and non-recurring or unusual expenses or charges, including severance expenses, transaction costs, or facilities related exit and disposal related expenditures, plus/(minus) foreign currency losses/(gains), plus/(minus) losses/(earnings) on unconsolidated entities and plus tax receivable agreements expense.

The following table sets forth our reconciliation of EBITDA and Adjusted EBITDA to our net income, which is the most directly comparable GAAP measure for the periods presented:

(a)    Financial Statements of Business Acquired

The following historical financial statements of Pilot Water, attached as Exhibit 99.2 and Exhibit 99.3, respectively, hereto:

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The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Pro Forma Transactions, attached as Exhibit 99.4 hereto:

(d) Exhibits.

#             Schedules and exhibits have been omitted pursuant to item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

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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.