Form 8-K

8-K — Select Water Solutions, Inc.

Accession: 0001104659-26-116323

Filed: 2026-10-16

Period: 2026-10-14

CIK: 0001693256

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2627372d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2627372d2_ex99-1.htm)

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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 14, 2026

Select

Water Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38066

81-4561945

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

1820 North I-35

Gainesville, TX 76240

(address

of principal executive offices) (zip code)

(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:

¨ Written communication 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

WTTR

New

York Stock Exchange

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. ¨

Item 8.01. Other Events.

On October 14, 2026, Select Water Holdings LLC (the “Issuer”), a subsidiary of Select Water Solutions, Inc. (the “Company”), and the subsidiary guarantors

named therein (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with

J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several initial purchasers named therein (collectively,

the “Initial Purchasers”), pursuant to which the Issuer agreed to sell to the Initial Purchasers $900 million aggregate principal

amount of the Issuer’s 7.625% Senior Notes due 2034 (the “Notes”) in a private placement (the “Offering”)

conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Offering was upsized from an initial

offering size of $800 million aggregate principal amount of the Notes. The Notes will mature on November 1, 2034. The Notes will be issued

at par for total net proceeds of approximately $882.6 million, after deducting the Initial Purchasers’ discount and estimated offering

expenses. The closing of the issuance of the Notes is expected to occur on October 21, 2026, subject to customary closing conditions.

The Issuer intends to use the net proceeds from the Offering, together with cash on hand, (i) to fund a portion of the cash consideration

for the previously announced acquisition of Pilot Water Solutions LLC (the “Pilot Water Acquisition”), (ii) to repay the outstanding

obligations under its term loan facility in full and repay any outstanding loans (together with accrued and unpaid interest thereon) under

its existing revolving credit facility, (iii) to pay the fees, premiums, expenses and costs incurred in connection with the foregoing

and the transactions related thereto and (iv) for general corporate purposes and working capital. The Offering is not contingent on the

consummation of the Pilot Water Acquisition.

The Purchase Agreement contains customary representations,

warranties and agreements of the Company, the Issuer and the Subsidiary Guarantors and customary conditions to closing, indemnification

rights, obligations of the parties and termination provisions.

On October 14, 2026, the Company issued a press

release announcing the pricing of the Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K

and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated October 14, 2026.

104

Cover Page Interactive Data File (embedded within Inline XBRL document).

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.

SELECT WATER SOLUTIONS, INC.

Date: October 15, 2026

By:

/s/ Christopher K. George

Name:

Christopher K. George

Title:

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2627372d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

News Release

Contacts:                 Select Water Solutions

Garrett Williams – VP, Corporate Finance & Investor

Relations

(713) 296-1010

IR@selectwater.com

Dennard Lascar Investor Relations

Ken Dennard / Natalie Hairston

(713) 529-6600

WTTR@dennardlascar.com

Select Water Solutions, Inc. Announces Pricing

of Upsized $900 Million of 7.625% Senior Notes Due 2034

Gainesville, TX – October 14, 2026 –

Select Water Solutions, Inc. (NYSE: WTTR) (“Select,” “we” or “our”) announced today that its subsidiary

Select Water Holdings LLC (the “Issuer”) has priced its previously announced offer (the “Notes Offering”) pursuant

to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers

of $900 million aggregate principal amount of 7.625% Senior Notes due 2034 (the “Notes”). The Notes Offering was upsized from

an initial offering amount of $800 million. The Notes mature on November 1, 2034 and pay interest at the rate of 7.625% per year, payable

on May 1 and November 1 of each year. The first interest payment on the Notes will be made on May 1, 2027. The Notes were priced at par.

The Notes will be guaranteed, jointly and severally, on a senior unsecured basis by the Issuer’s existing subsidiaries that are

borrowers or guarantors under its revolving credit facility and future restricted subsidiaries that guarantee certain indebtedness of

the Issuer or a guarantor under any credit facility. This offering is expected to close on October 21, 2026, subject to customary closing

conditions.

The Issuer intends to use the net proceeds from

this offering, together with cash on hand, (i) to fund a portion of the cash consideration for the previously announced acquisition of

Pilot Water Solutions LLC (“Pilot Water” and such acquisition, the “Pilot Water Acquisition”), (ii) to repay the

outstanding obligations under our term loan facility in full and repay any outstanding loans (together with accrued and unpaid interest

thereon) under our existing revolving credit facility, (iii) to pay the fees, premiums, expenses and costs incurred in connection with

the foregoing and the transactions related thereto and (iv) for general corporate purposes and working capital. This offering is not contingent

on the consummation of the Pilot Water Acquisition.

If (i) the Pilot Water Acquisition has not been

completed on or prior to March 1, 2027 (or such later date as the outside date under the Pilot Water Acquisition agreement shall be extended

by agreement of the parties thereto) (the “Outside Date”) or (ii) prior to the Outside Date, the Issuer notifies U.S. Bank

Trust Company, National Association, the trustee of the Notes, that the Pilot Water Acquisition agreement has been terminated without

the closing thereunder or that the Issuer will not pursue the consummation of the Pilot Water Acquisition, the Issuer will be required

to redeem an aggregate principal amount of Notes equal to the principal amount of Notes issued in this offering less $450 million, at

a redemption price equal to 100% of the issue price of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the

redemption date.

The Notes and the related guarantees have not

been registered under the Securities Act, or any state securities laws, and, unless so registered, the Notes and the guarantees may not

be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements

of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Notes only to persons reasonably believed

to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside of the United States to non-U.S. persons

pursuant to Regulation S under the Securities Act.

About Select Water Solutions, Inc.

Select is a leading provider of sustainable water

and chemical solutions to the energy industry. These solutions are supported by Select’s critical water infrastructure assets, chemical

manufacturing and water treatment and recycling capabilities.

Cautionary Statement Regarding Forward-Looking Statements

All statements in this communication other than statements of historical

facts are forward-looking statements which contain our current expectations about our future results. We have attempted to identify any

forward-looking statements by using words such as "could," "believe," "anticipate," "expect,"

"intend," "project," "will," "estimates," "preliminary," "forecast" and other

similar expressions. Examples of forward-looking statements include, but are not limited to, statements about the Pilot Water Acquisition

and statements regarding the Notes Offering and the use of proceeds therefrom. Although we believe that the expectations reflected, and

the assumptions or bases underlying our forward-looking statements are reasonable, we can give no assurance that such expectations will

prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and

uncertainties that could cause our actual results, events or financial positions to differ materially from those included within or implied

by such forward-looking statements. These risks and uncertainties include the risks and other factors discussed or referenced in the "Risk

Factors" section of our most recent Annual Report on Form 10-K and those set forth from time to time in our other filings with the

Securities and Exchange Commission. Investors should not place undue reliance on our forward-looking statements. Any forward-looking statement

speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update or revise any forward-looking

statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

No Offer or Solicitation

This press release is neither an offer to sell nor a solicitation of

an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a

sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

###

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