Short answer
Select Water Solutions, Inc. (WTTR) filed an 8-K current report with the SEC on September 24, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 3.02 (Unregistered Sales of Equity Securities), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.2). Select Water Solutions will issue equity to Pilot OFS through a private placement under Securities Act Section 4(a)(2).
Select Water Solutions, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 3.02 · Unregistered Sales of Equity Securities
- Select Water Solutions will issue equity to Pilot OFS through a private placement under Securities Act Section 4(a)(2)
- Transaction avoids public registration, limiting immediate disclosure and resale flexibility for the securities
- Exemption reliance depends partly on representations provided by Pilot OFS
Item 7.01 · Regulation FD Disclosure
- Exhibits 99.1 and 99.2 contain the Regulation FD disclosure materials
- Exhibits excluded from Exchange Act Section 18 filing liability
- Materials not incorporated by reference into other Securities Act or Exchange Act filings
Item 8.01 · Other Events
- Sold 55% indirect Peak Rentals interest on September 23, 2026
- Received approximately $41.5 million cash proceeds, subject to customary adjustments
- Received $35.3 million seller note, creating a receivable from the transaction
- Retains 45% indirect Peak interest after closing
- Peak Rentals no longer included in Select Water Solutions’ financial results
Item EX-99.1 · Exhibit EX-99.2
- Proposed $700M debt-free Pilot Water acquisition: $600M cash and $100M Select Class A shares, plus potential $15M earnout
- Pilot adds $100–$110M 2026E EBITDA, rising to $120–$130M in 2027E before $10–$15M targeted annual synergies
- Contracted earnings base: 480,000 barrels per day MVCs, 306,000 dedicated acres, and over 80% revenue under contracts averaging more than 7 years
- Pro forma Water Infrastructure expected at approximately 70% of 2027 profitability, with net leverage below 2.0x at closing
- Fourth-quarter 2026 closing remains subject to financing, customary conditions, and Hart-Scott-Rodino regulatory clearance
Other items in this filing:
- Item 1.01: Entry into a Material Definitive Agreement
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