Equity | Dividends Solaris LLC paid dividend distributions totaling $4.9 and $4.9 to all Solaris LLC unitholders in the three months ended September 30, 2023 and 2022, respectively, of which $3.4 and $3.5 was paid to Solaris Inc. Solaris LLC paid dividend distributions totaling $14.9 and $14.7 to all Solaris LLC unitholders in the nine months ended September 30, 2023 and 2022, respectively, of which $10.4 and $10.3 was paid to Solaris Inc. Solaris Inc. used the proceeds from the distributions to pay quarterly cash dividends to all holders of shares of Class A common stock. On March 1, 2023, the Company’s board of directors authorized a share repurchase plan to repurchase up to $50.0 of the Company’s Class A common stock until the plan terminates pursuant to its provisions. No shares were purchased and retired during the three months ended September 30, 2023. During the nine months ended September 30, 2023, Solaris Inc. purchased and retired 3,078,500 shares of the Company’s Class A common stock at an aggregate cost of $25.8, or $8.38 per share, under the share repurchase program. As of September 30, 2023, $24.2 remains available for future repurchases authorized under the share repurchase plan. The Company has accrued stock repurchase excise tax of $0.3 for the nine months ended September 30, 2023. Stock-Based Compensation The Company’s long-term incentive plan for employees, directors and consultants (the “LTIP”) provides for the grant of all or any of the following types of equity-based awards: (i) incentive stock options qualified as such under United States federal income tax laws; (ii) stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) bonus stock; (vii) performance awards; (viii) dividend equivalents; (ix) other stock-based awards; (x) cash awards; and (xi) substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 5,118,080 shares of Solaris Inc.’s Class A common stock were originally reserved for issuance pursuant to awards under the LTIP and, pursuant to the First Amendment to the LTIP that was approved by the Company’s stockholders and became effective as of May 17, 2023, an additional 4,700,000 shares of Solaris Inc.’s Class A common stock were reserved for issuance pursuant to awards under the LTIP. As of September 30, 2023, 5,417,457 shares of Solaris Inc.’s Class A common stock were available for grant under the LTIP. The following table summarizes activity related to restricted stock for the three and nine months ended September 30, 2023: Restricted Stock Awards Number of Shares Weighted Average Grant Date Fair Value ($) Unvested at January 1, 2023 1,295,728 $ 10.33 Awarded 790,201 9.19 Vested (548,992) 9.74 Forfeited (9,648) 9.82 Unvested at March 31, 2023 1,527,289 $ 9.71 Awarded 16,038 7.48 Vested (7,606) 10.70 Forfeited (26,924) 9.66 Unvested at June 30, 2023 1,508,797 $ 9.68 Awarded 128,355 10.53 Vested (85,160) 10.58 Forfeited (26,078) 9.51 Unvested at September 30, 2023 1,525,914 $ 9.69 Of the 1,525,914 shares of restricted stock that remained unvested as of September 30, 2023, it is expected that 739,918 shares, 528,420 shares, and 257,576 shares will vest in 2024, 2025 and 2026, respectively, in each case, subject to the applicable vesting terms governing such shares of restricted stock. There was approximately $11.0 of unrecognized compensation expense related to unvested restricted stock as of September 30, 2023. The unrecognized compensation expense will be recognized over the weighted average remaining vesting period of The following table summarizes activity related to PSUs for the three and nine months ended September 30, 2023: Weighted-Average Grant Date Fair Number of Units Value ($) Outstanding at January 1, 2023 — $ — Granted 176,898 11.92 Forfeited — — Outstanding at March 31, 2023 176,898 $ 11.92 Granted — — Forfeited (4,686) 11.92 Outstanding at June 30, 2023 172,212 $ 11.92 Granted — — Forfeited — — Outstanding at September 30, 2023 172,212 $ 11.92 Of the 172,212 performance-based restricted stock units (“PSUs”) that remained outstanding as of September 30, 2023, such PSUs had a weighted average grant date fair value of $11.92 per share. The performance criteria for the PSUs are split as follows: ● Relative PSUs: 50% of the PSUs are based on total shareholder return relative to the total shareholder return of a predetermined group of peer companies. This relative total shareholder return is calculated at the end of the performance periods stipulated in the PSU agreement. ● Absolute PSUs: 50% of the PSUs have a performance criteria of absolute total shareholder return calculated at the end of the performance period stipulated in the PSU agreement. The vesting and payout of the PSUs occur when the related service condition is completed, which is approximately one The grant date fair value was determined using the Monte Carlo simulation method and is expensed ratably over the service period. Expected volatilities used in the fair value simulation were estimated using historical periods consistent with the remaining performance periods. The risk-free rate was based on the U.S. Treasury rate for a term commensurate with the expected life of the grant. We used the following assumptions to estimate the fair value of such PSUs (which, for purposes of clarity, were granted during the three months ended March 31, 2023): Assumptions Risk-free interest rate 4.6% Volatility 58.93% Income Per Share Basic income per share of Class A common stock is computed by dividing net income attributable to Solaris Inc. by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted income per share is computed giving effect to all potentially dilutive shares. The following table sets forth the calculation of income (loss) per share for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, Basic net income (loss) per share: 2023 2022 2023 2022 Numerator Net income attributable to Solaris $ 4.9 $ 7.4 $ 20.0 $ 16.4 Less: income attributable to participating securities (1) (0.2) (0.3) (0.9) (0.7) Net income attributable to common stockholders $ 4.7 $ 7.1 $ 19.1 $ 15.7 Denominator Weighted average number of unrestricted outstanding common shares used to calculate basic net income per share 29,025,293 31,598,612 29,919,094 31,424,530 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share 29,025,293 31,598,612 29,919,094 31,424,530 Income per share of Class A common stock - basic $ 0.16 $ 0.22 $ 0.64 $ 0.49 Income per share of Class A common stock - diluted $ 0.16 $ 0.22 $ 0.64 $ 0.49 (1) The Company’s restricted shares of common stock are participating securities. The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted income (loss) per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Class B common stock 13,671,971 13,671,971 13,671,971 13,731,975 Restricted stock awards 1,505,675 1,349,260 1,466,069 1,251,329 Performance-based restricted stock awards 270,373 — 134,488 — Stock Options 6,605 7,013 6,605 7,063 Total 15,454,624 15,028,244 15,279,133 14,990,367 |