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Current Report · Items 1.02, 2.01, 2.03, 3.02, 7.01, 8.01, 9.01 · 8-K

Select Water Solutions, Inc.

WTTRNYSEEQUITYCurrent

Termination of a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Regulation FD Disclosure · Other Events

Item 1.02. Termination of a Material Definitive Agreement. Sustainability-Linked Credit Facility On January 24, 2025, SES Holdings, LLC (“SES Holdings”), the Company’s direct subsidiary, and Select LLC entered into a $550.0 million sustainability-linked senior secured credit facility (the “Sustainability-Linked Credit Facility”), by and among SES Holdings, as parent, Select LLC, as borrower, certa…

Filed Nov 2, 2026Accepted Nov 2, 2026, 4:33 PM ESTCIK 1693256Accession 0001104659-26-121361
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Company context

Select is a leading provider of sustainable water and chemical solutions to the energy industry. These solutions are supported by the Company’s critical water infrastructure assets, chemical manufacturing and water treatment and recycling capabilities. As a leader in sustainable water and chemical solutions, Select places the utmost importance on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, Select believes that responsibly managing water resources throughout its operations to help conserve and protect the environment is paramount to the Company’s continued success. For more information, please visit Select’s website, https://www.selectwater.com.

Current securities

Recent company filings

  1. 10-Q filingNov 9, 2026
  2. Results of Operations and Financial ConditionNov 9, 2026
  3. SCHEDULE 13G - filed by FMR LLC regarding Select Water Solutions, Inc.Nov 5, 2026
  4. SCHEDULE 13G/A - filed by FRANKLIN TEMPLETON INC regarding Select Water Solutions, Inc.Oct 28, 2026
  5. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementOct 21, 2026

Registered securities in this filing

Select Water Solutions, Inc. · 8-K · Filed 2026-11-02

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A common stock, par value $0.01 per share

Symbol
WTTR
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-11-02

Dimensions: Not supplied

Accession 000110465926121361 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.02, 2.01, 2.03, 3.02, 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02. Termination of a Material Definitive Agreement. Sustainability-Linked Credit Facility On January 24, 2025, SES Holdings, LLC (“SES Holdings”), the Company’s direct subsidiary, and Select LLC entered into a $550.0 million sustainability-linked senior secured credit facility (the “Sustainability-Linked Credit Facility”), by and among SES Holdings, as parent, Select LLC, as borrower, certain of SES Holdings’ subsidiaries, as guarantors, each of the lenders party thereto and Bank of America, N.A., as administrative agent, issuing lender and swingline lender, which provided for $300.0 million in revolving commitments (the “Revolving Credit Facility”) and $250.0 million in term commitments (the “Term Loan Facility”), in each case, subject to a borrowing base. On October 21, 2026, following the closing of the offering of the Notes, the Term Loan Facility was repaid in full. At the time of repayment, $218.8 million of principal was outstanding under the Term Loan Facility. On the Closing Date, in connection with the closing of the Pilot Water Acquisition and the Effective Date (as defined below) occurring under the New Credit Agreement, the Revolving Credit Facility was repaid in full and the Sustainability-Linked Credit Facility was terminated. At the time of repayment, $10.0 million of principal was outstanding under the Revolving Credit Facility.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets. As discussed in the Introductory Note, on the Closing Date, Select LLC completed the previously announced Pilot Water Acquisition. Pursuant to the Pilot Water Acquisition Agreement, Select LLC acquired all of the issued and outstanding membership interests in Pilot Water, a water midstream company with produced water disposal and pipeline infrastructure in the Delaware Basin, from the Sellers in exchange for aggregate consideration consisting of: approximately $600.0 million of cash paid at closing (which amount is subject to customary post-closing adjustments under the terms of the Pilot Water Acquisition Agreement); and 5,149,331 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) (the “Equity Consideration”). In addition, the Pilot Water Acquisition Agreement provides for a $15.0 million contingent payment, payable to Pilot OFS upon the satisfaction of certain operational milestones. The Pilot Water Acquisition Agreement also provides that if the 30-day volume-weighted average price of the Class A Common Stock as of the trading day immediately prior to the six-month anniversary of the Closing Date (such date, the “Measurement Date” and such price, the “Measurement Date Share Price”) is less than the 30-day volume-weighted average price of the Class A Common Stock immediately prior to the Closing Date (such price, the “Closing Share Price”), Select LLC will make (or cause to be made) a true-up payment to Pilot OFS in cash in an amount equal to (x) (a) the difference between the Closing Share Price and the Measurement Date Share Price multiplied by (b) the number of shares of Class A Common Stock delivered to Pilot OFS at closing, minus (y) any cash dividends received or declared (if the record date occurs prior to the Measurement Date) on the Equity Consideration from the closing through the Measurement Date. The foregoing description of the Pilot Water Acquisition and the Pilot Water Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Pilot Water Acquisition Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated by reference into this Item 2.01.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. New Revolving Credit Facility As previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2026, Select Holdings entered into the New Credit Agreement, among Select Holdings, as borrower, SES Holdings, as parent, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and issuing banks party thereto from time to time, which provides for the New Revolving Credit Facility, including a $50.0 million letter of credit sublimit. The New Revolving Credit Facility became effective on November 2, 2026, 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”). The New Revolving Credit Facility will mature on the earlier of (i) the fifth anniversary of the Effective Date and (ii) to the extent that more than $50.0 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 91 days prior to the stated maturity of such material indebtedness for borrowed money or such permitted refinancing indebtedness. Select Holdings may request up to $250.0 million of additional commitments, 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. Neither the Company nor SES Holdings guarantees the obligations under the New Credit Agreement. 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, 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 make restricted payments, including dividends, in an aggregate amount up to $15.0 million per fiscal quarter. The New Credit Agreement 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 attached hereto as Exhibit 10.1, and is incorporated by reference into this Item 2.03.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth in the Introductory Note and Item 2.01 relating to the issuance of the Equity Consideration is incorporated into this Item 3.02 by reference. The issuance of the Equity Consideration to Pilot OFS was completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On November 2, 2026, the Company issued a press release announcing the completion of the Pilot Water Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and 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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. Supplemental Indenture In connection with the Pilot Water Acquisition, on the Closing Date, Select Holdings, the existing guarantors party thereto, Pilot Water Solutions LLC and certain of its subsidiaries (collectively, the “Pilot Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a first supplemental indenture (the “First Supplemental Indenture”) to the indenture, dated as of October 21, 2026 (the “Indenture”), by and among Select Holdings, the guarantors party thereto and the Trustee, governing the Notes. Pursuant to the First Supplemental Indenture, each of the Pilot Guarantors has agreed to provide an unconditional guarantee of all of Select Holdings’ obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture. The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the First Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. Debt Commitment Letters In connection with the Pilot Water Acquisition, SES Holdings obtained financing commitments pursuant to debt commitment letters. Concurrent with the closing of the Pilot Water Acquisition on the Closing Date, such financing commitments terminated.
Filed exhibits (2)
EX-4.1 (by filename) tm2628657d1_ex4-1.htm

Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of November 2, 2026, is among Haley R. SWD, LLC, Horus Infrastructure IA LLC, Los Tios Land and Cattle LLC, OWL Acquisition Company, LLC, OWL Allgood Water, LLC, OWL AssetCo 1, LLC, OWL Black Lake SWD, LLC, OWL Bobcat SWD, LLC, OWL Brininstool SWD, LLC, OWL Carpenter, LLC, OWL Chaparral SWD, LLC, OWL Cities Federal SWD, LLC, OWL Copeland SWD, LLC, OWL Danish Flats, LLC, OWL Douglas, LLC, OWL ETX/LA, LLC, OWL Jenkins SWD, LLC, OWL Keystone SWD, LLC, OWL Lea County, LLC, OWL Ludlow, LLC, OWL Madera SWD, LLC, OWL McCloy SWD #1, LLC, OWL Mills SWD, LLC, OWL Oasis SWD, LLC, OWL Parks Bell SWD, LLC, OWL Permian, LLC, OWL Permian Pipeline, LLC, OWL Pinedale, LLC, OWL Powder Pipeline, LLC, OWL Pumpkin Buttes, LLC, OWL Red Hills Gathering, LLC, OWL Rockies, LLC, OWL Roy SWD, LLC, OWL Smith Ranch SWD, LLC, OWL SOAL SWD, LLC, OWL SWD Atlas, LLC, OWL SWD Development, LLC, OWL SWD Operating, LLC, OWL SWD Operating 2, LLC, OWL Topeka SWD, LLC, OWL Tophat SWD, LLC, OWL True Grit SWD, LLC, OWL Wamsutter, LLC, OWL Westbrook SWD, LLC, OWL Western Gravel and Disposal, L…

Open exhibit ↗
EX-99.1 (by filename) tm2628657d1_ex99-1.htm

Exhibit 99.1 NEWS RELEASE Contacts: Select Water Solutions Garrett Williams – VP, Corporate Finance & Investor Relations (713) 296-1010 FOR IMMEDIATE RELEASE IR@selectwater.com Dennard Lascar Investor Relations Ken Dennard / Natalie Hairston (713) 529-6600 WTTR@dennardlascar.com Select Water Solutions Announces Closing of Pilot Water Solutions Acquisition Gainesville, TX - November 2, 2026 - Select Water Solutions, Inc. (NYSE: WTTR) (“Select,” the “Company,” “we” or “us”) announced today that it has closed the previously announced acquisition of Pilot Water Solutions LLC (“Pilot Water”), a leading, private water midstream company with primary operations in the Delaware Basin. John Schmitz, Chairman of the Board, President and CEO, stated, “We are excited to announce the completion of our acquisition of Pilot Wa…

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