Solaris Energy Infrastructure, Inc.: Form 10-Q for the period ended Mar 31, 2026

References to “we,” “us,” “our,” “Solaris” or the “Company” refer to Solaris Energy Infrastructure, Inc. (either individually or together with its subsidiaries, as the context requires). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described above in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our subsequent filings with the SEC, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.

Executive Overview

We provide modular and scalable equipment-based solutions for power generation, power control and distribution, and the management of raw materials in oil and natural gas well completions. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including data center, energy, and other commercial and industrial sectors.

We operate through two reportable business segments:

• Solaris Power Solutions: This segment delivers power generation, power control, and power distribution solutions. Our offerings support data center, energy, and other commercial and industrial sector customers by providing flexible, on-demand power infrastructure, including power control and distribution capabilities.
• Solaris Logistics Solutions: This segment designs and manufactures specialized equipment that enables the efficient management of raw materials used in the completion of oil and natural gas wells. Our equipment-based logistics services include field technician support, software solutions, and may also include last mile and mobilization services.

Recent Developments

Master Equipment Rental Agreements

On February 12, 2026, we entered into a Master Equipment Rental Agreement (the “Hatchbo Agreement”) with Hatchbo, LLC (“Hatchbo”) to provide over 500 megawatts (“MW”) of power generation equipment to support Hatchbo’s power demand for artificial intelligence computing needs at its data center. Hatchbo is an affiliate of an investment grade, global technology company and industry leader in the evolving artificial intelligence space. The Hatchbo Agreement has an initial term of 10 years, with an option to extend an additional 5 years, beginning in the first quarter of 2027.

In connection with the Hatchbo Agreement, the Company received a $45.4 million advance rental payment covering the final four months of the initial ten-year term. This prepayment has been recorded as deferred revenue as of March 31, 2026. See Deferred Revenue under Note 5. “Summary of Significant Accounting Policies” for additional information.

On April 24, 2026, we entered into an agreement with a new customer to provide over 600 MW of power capacity, including balance of plant equipment beyond emissions control, to support the customer’s power demand for artificial intelligence computing needs at its data center. The new customer is an affiliate of an investment grade, global technology company in the evolving artificial intelligence space. For additional information on the agreement, refer to Note 19.“Subsequent Events” in the notes to our consolidated financial statements.

Genco Acquisition

On March 16, 2026, the Company, through our subsidiary Project G Buyer, LLC, completed the acquisition of 100% of the outstanding equity interests in Focus Genco Cayman Ltd. (“Genco”), the parent company of Genco Power Solutions, a distributed power generation company, pursuant to a securities purchase agreement (the “Genco Acquisition”). The acquired assets consist primarily of gas turbine generators held for lease under passive dry-lease arrangements. The Genco Acquisition expands the Company’s capabilities in power distribution solutions within the Solaris Power Solutions segment and is expected to add 400 MW of incremental power generation capacity to Solaris between March 2026 and July 2028, inclusive of approximately 100 MW of currently operated and contracted capacity. For further details, refer to Note 4. “Genco Acquisition” in the notes to our condensed consolidated financial statements.

NovaLT16 Turbine Acquisition

On March 13, 2026, we acquired all contractual rights to receive 30 NovaLT16 gas turbine generator units (the “NovaLT16 Turbine Acquisition”) from Baker Hughes Energy Services LLC under an existing turbine supply contract. The units are scheduled to be delivered between September 2026 and September 2029, providing approximately 500 MW of incremental power generation capacity between early 2027 and 2029. See Note 17. “Commitments and Contingencies” in the notes to our condensed consolidated financial statements.

Bridge Term Loan

On March 16, 2026, we entered into a secured term loan agreement (the “Bridge Term Loan”) that provided us with term loans in an aggregate principal amount of $300.0 million. The Term Loan is a one-time draw facility, and we used net proceeds of $295.0 million to fund the Genco Acquisition, the NovaLT16 Turbine Acquisition, and for working capital and general corporate purposes. On April 8, 2026, we entered into an amendment to the Bridge Term Loan, which allows for additional borrowings of $200.0 million. Refer to Note 10. “Debt”, Note 17. “Commitments and Contingencies”, and Note 19. “Subsequent Events” in the notes to our condensed consolidated financial statements.

Term Loans

On March 16, 2026, in connection with the Genco Acquisition, we assumed term loans with Caterpillar Financial Services Corporation with an aggregate outstanding principal balance of $15.3 million. Refer to Note 4. “Genco Acquisition” and Note 10. “Debt” in the notes to our condensed consolidated financial statements.

On March 16, 2026, also in connection with the Genco Acquisition, we entered into a new term loan with Eldridge Asset Finance, LLC, as administrative agent, and Stonebriar, as initial lender, with a principal amount of $148.6 million (the “Stonebriar Term Loan”). The Stonebriar Term Loan was incurred in connection with the Genco Acquisition, with $123.2 million representing a component related to the extinguishment of pre-existing Genco obligations, $24.7 million representing cash proceeds received at closing, and $0.7 million representing debt financing costs rolled into the principal at inception. See Note 4. “Genco Acquisition” and Note 10. “Debt” in the notes to our condensed consolidated financial statements.

Additional Borrowings under Stateline Term Loan

On April 28, 2026, Stateline drew an additional $64.0 million under the Stateline term loan facility, increasing the outstanding balance to $324.4 million. The proceeds were used to fund growth-related capital expenditures.

Refer to Note 10. “Debt” and Note 19.“Subsequent Events” in the notes to our condensed consolidated financial

statements.

Market Trends and Outlook

In the first quarter, our Solaris Power Solutions segment continued to grow significantly, reflecting returns on the capital investments the Company has made to grow its revenue and earnings contribution from providing power generation solutions. For the three months ended March 31, 2026, Solaris Power Solutions revenue contributed 65% of total revenue and its Adjusted EBITDA contributed 76% of total segment Adjusted EBITDA. Capital expenditures should continue to be heavily weighted towards Solaris Power Solutions as we intend to grow our capacity and deploy more power assets with customers. We believe continued demand for our power assets will drive Solaris Power Solutions to continue to be the dominant segment in terms of revenue and Adjusted EBITDA contribution.

Today, Solaris Power Solutions’ primary customers include three leading companies in the artificial intelligence computing sector, as well as several energy companies requiring power for hydrocarbon production, processing, transportation, and refining applications.

Demand for Solaris Power Solutions is predominantly influenced by accelerating needs for power in the U.S., juxtaposed against constrained electrical grid infrastructure. This is due to a number of factors including, but not limited to, aging transmission and distribution networks, extreme weather, and long lead times for various electric infrastructure equipment. Solaris’ power offerings are configurable and can be scaled to match power demand on a “behind-the-meter” or “distributed” basis in a shorter timeline than many grid-based providers can service.

In the first quarter of 2026, we entered into an agreement for over 500 MW of power generation to support power demand for artificial intelligence computing needs at data centers with a global technology leader. Subsequently, in April 2026, we entered into an agreement with an additional global technology leader for over 600 MW of power generation at its data center locations.

The Company’s power generation capacity will now reach a total of approximately 3,100 MW by the end of 2029 based on expected deliveries under our contracted orders. The majority of this capacity is currently committed to customers under commercial agreements that primarily range in tenor from two to ten years, with the majority under contracts with a tenor of seven to ten years including an option to extend. Each of these commercial agreements include distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure.

We expect total company capital expenditures remaining in 2026 of approximately $1,263 million on a consolidated basis, of which approximately $232 million should be incurred by Stateline. The majority of these capital expenditures are to support additional growth in Solaris Power Solutions. Capital expenditures for Solaris Logistics Solutions represent less than $20 million of our total expected annual capital expenditures.

We intend to fund the majority of our current planned capital expenditures with available cash, cash flows from operations, available borrowings under our Term Loan, and proceeds from the Stateline term loan facility. In addition to these sources, subject to market conditions and the availability of fleet growth opportunities, we may meet our cash requirements through the issuance of additional securities and/or the entry into additional debt financing agreements. Even if we are unable to secure the financing of our planned capital expenditures, we have the ability to cancel the committed purchase orders, subject to the payment of cancellation fees.

The sustainability of this favorable supply-demand dynamic in the power sector will depend on multiple factors, including continued demand growth for generative AI computing applications, supply chain availability for electrical equipment, potential regulatory changes, overall economic activity levels, the level and pace at which the power industry can invest in power infrastructure, and the pace of continued electrification-driven demand growth.

For Solaris Logistics Solutions, demand is predominantly influenced by the level of oil and natural gas well drilling and completion activity in the U.S. During the first quarter of 2026, our fully utilized system count increased by 12% to 104 fully utilized systems from the fourth quarter of 2025, which was driven by higher levels of oilfield activity. The level of demand over the longer term will depend on multiple factors, including commodity price levels, customer consolidation

that can drive activity and procurement strategy changes and industry efficiency gains, geopolitical risk, economic activity, potential regulatory changes and potential impacts from geopolitical disruptions.

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Revenues

(in thousands)

Solaris Power Solutions. Solaris Power Solutions revenues increased by $79.2 million, or 160%, to $128.5 million for the three months ended March 31, 2026, compared to $49.4 million for the three months ended March 31, 2025. The increase in revenues was primarily due to increased MW capacity deployed. Deployed capacity increased to approximately 910 MW in the three months ended March 31, 2026, compared to approximately 390 MW in the same period of 2025.

Solaris Logistics Solutions. Solaris Logistics Solutions revenues decreased by $9.3 million, or 12%, to $67.7 million for the three months ended March 31, 2026, compared to $77.0 million for the three months ended March 31, 2025. This decrease was primarily due to lower last-mile transportation activity, despite an increase in the number of fully utilized systems to 104 in the three months ended March 31, 2026 from 98 in the same period of 2025.

Cost of Revenue, exclusive of depreciation and amortization

(in thousands)

Solaris Power Solutions. Solaris Power Solutions cost of revenue increased by $37.2 million to $53.7 million for the three months ended March 31, 2026, compared to $16.5 million for the three months ended March 31, 2025. The increase was due to higher deployed MW capacity and related activity levels.

Solaris Power Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 42% for the three months ended March 31, 2026, compared to 33% for the three months ended March 31, 2025.

Solaris Logistics Solutions. Solaris Logistics Solutions cost of revenue decreased by $6.2 million to $45.0 million for the three months ended March 31, 2026, compared to $51.2 million for the three months ended March 31, 2025. The decrease was primarily driven by lower last-mile transportation activity, partially offset by higher labor costs and repair and maintenance expenses to support an increase in fully utilized system counts during the three months ended March 31, 2026.

Solaris Logistics Solutions cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue was 67% for the each of the three months ended March 31, 2026 and 2025.

Depreciation and Amortization

Depreciation and amortization increased by $4.7 million, or 23%, to $24.8 million in the three months ended March 31, 2026, compared to $20.1 million in the same period of 2025. This increase was primarily driven by the addition of depreciable assets associated with the Solaris Power Solutions segment placed in service during 2025 and the three months ended March 31, 2026.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $5.6 million, or 37%, to $20.9 million in the three months ended March 31, 2026, compared to $15.3 million in the same period of 2025. The increase was primarily driven by a $2.4 million increase in salaries, wages and benefits resulting from an increase in average headcount, a $1.0 million increase in legal expenses, as well as higher employee and office costs associated with supporting a larger workforce as our Solaris Power Solutions segment has expanded.

Other Operating Expenses, net

Other operating expenses, net remained relatively flat at $1.3 million in the three months ended March 31, 2026, compared to $1.2 million in the same period of 2025.

Interest Expense

Interest expense decreased by $1.4 million to $4.8 million in the three months ended March 31, 2026, compared to $6.2 million in the same period of 2025, primarily due to the higher-rate term loan that was outstanding for most of 2025 and was fully repaid and extinguished in early October 2025.

Interest Income

Interest income increased by $1.7 million to $2.8 million in the three months ended March 31, 2026, compared to $1.0 million in the same period of 2025, primarily due to higher interest income earned on higher cash balances resulting from the issuance of convertible notes.

Loss on Debt Extinguishment

Loss on debt extinguishment was $1.3 million for the three months ended March 31, 2026, related primarily to the write-off of unamortized debt issuance costs associated with the extinguishment of the revolving credit facility. There was no loss on debt extinguishment for the three months ended March 31, 2025.

Provision for Income Taxes

During the three months ended March 31, 2026, we recognized a combined United States federal and state expense for income taxes of $15.2 million, an increase of $11.3 million as compared to the $3.9 million income tax expense we recognized during the the three months ended March 31, 2025. This change was attributable to changes in operating gains and mix of states where we operate. The effective combined United States federal and state income tax rates were 32.2% and 23.2% for the three months ended March 31, 2026 and March 31, 2025, respectively. For the three months ended March 31, 2026 our effective tax rate differed from the statutory rate primarily due to the impact of the noncontrolling interest and the executive compensation deduction limitation. Our effective tax rate differed from the statutory rate for the three months ended March 31, 2025, primarily due to the impact of the noncontrolling interest.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity include:

• Cash flows from operations;
• Borrowing availability under our Term Loan and Stateline’s term loan facility;
• Net proceeds from the issuance of the 2031 Notes, with certain funds remaining as of March 31, 2026

We believe these sources will be sufficient to meet the majority of our short-term and long-term financial obligations, including existing purchase commitments and budgeted capital expenditures. In addition to these sources, subject to market conditions and the availability of fleet growth opportunities, we may meet our cash requirements through the issuance of additional securities and/or the entry into additional debt financing agreements. Even if we are unable to secure the financing of our planned capital expenditures, we have the ability to cancel the committed purchase orders, subject to the payment of cancellation fees.

Revolving Credit Facility Extinguishment

On March 16, 2026, substantially concurrently with the closing of the Term Loan, the Company terminated its revolving credit facility agreement with Bank of America, N.A., as agent, and the lenders party thereto. The facility had a borrowing base up to $75.0 million. As of the date of termination, there were no outstanding borrowings under the facility. The extinguishment of the facility resulted in a loss on extinguishment of debt of $1.3 million, primarily consisting of unamortized debt issuance costs, which was recognized in the condensed consolidated statement of operations for the three months ended March 31, 2026.

Bridge Term Loan

As of March 31, 2026, outstanding borrowings under the Bridge Term Loan totaled $300.0 million and will mature on March 15, 2027. The net proceeds from the issuance were used to fund the Genco Acquisition. The Term Loan was amended on April 8, 2026 to allow for an additional single borrowing of $200.0 million until October 8, 2026. Interest on the Term Loan is payable quarterly. Based on the outstanding borrowings as of March 31, 2026, estimated interest payments will be approximately $20.2 million over the subsequent twelve months.

Stateline Term Loan

Stateline maintains a delayed draw term loan facility with an estimated total capacity of $518.5 million, based on its current capital plan, to fund power generation equipment for its approximately 900 MW data center project. As of March 31, 2026, outstanding borrowings totaled $260.4 million. On April 28, 2026, Stateline drew an additional $64.0 million to fund growth-related capital expenditures, increasing the outstanding balance to $324.4 million. The remaining capacity of $194.1 million is expected to be drawn during the remainder of 2026, depending on the timing of progress payments and equipment deliveries. This facility provides significant funding flexibility for Stateline’s capital needs. As of March 31, 2026, $7.6 million of the outstanding borrowings will be due within the next twelve months, with estimated interest payments of approximately $26.1 million over the subsequent twelve months, which will increase as additional amounts are drawn. See Note 10. “Debt” in the notes to our condensed consolidated financial statements for terms and repayment.

Convertible Senior Notes

On May 2, 2025, we issued $155.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the “2030 Notes”). The net proceeds were used primarily to support the growth of our Solaris Power Solutions segment. Interest on the 2030 Notes is payable semi-annually, with estimated payments of approximately $7.4 million over the subsequent twelve months.

In October 2025, we issued $747.5 million aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “2031 Notes”). The net proceeds from the issuance were used, in part, to repay and terminate our then existing term loan, fund capped call transactions to hedge potential dilution, and support continued growth of our Solaris Power Solutions segment. Interest on the 2031 Notes is payable semi-annually, with estimated payments of approximately $1.8 million over the subsequent twelve months.

Term Loans

As of March 31, 2026, outstanding borrowings under our term loans totaled $163.9 million. Principal and interest on our term loans are payable monthly, with estimated total payments of approximately $30.2 million over the subsequent twelve months. Further details regarding the terms of these loans are included in Note 10. “Debt” in the notes to our condensed consolidated financial statements.

Capital Commitments

We have entered into purchase commitments for power generation equipment that are critical to our long-term strategic initiatives. As of March 31, 2026, short-term purchase commitments due within the subsequent twelve months totaled $928.0 million. Long-term purchase commitments that extend beyond one year total $402.4 million, of which $154.5 million is scheduled to be fulfilled during 2027, $171.1 million is scheduled to be fulfilled during 2028, and the remaining $76.8 million is due in 2029. These commitments are cancellable but subject to significant termination penalties, ranging from 5% to 90% of the purchase price, depending on the timing of the cancellation.

Subsequent Commitments

Subsequent to March 31, 2026, the Company entered into additional purchase commitments totaling $98.1 million for growth-related capital expenditures. Of these commitments, $92.5 million is expected to be settled within the subsequent twelve months. These commitments are expected to be funded by cash, operating cash flows, and borrowings under existing credit facilities.

Liquidity Position

As of March 31, 2026, cash and cash equivalents totaled $344.5 million. We believe that our cash reserves, projected operating cash flows, Term Loan, and access to Stateline term loan facility provide adequate liquidity to meet our obligations for the next twelve months and beyond. These resources are expected to fund debt service obligations, dividend payments, capital expenditures and related purchase commitments, as well as to support future strategic initiatives.

Share Repurchase Program

The Company’s board of directors authorized a share repurchase program on March 1, 2023, with an approved limit of $50.0 million and no set term limits. During the three months ended March 31, 2026, we did not repurchase nor retire any shares of Class A common stock under the share repurchase program. As of March 31, 2026, we have collectively repurchased and retired 4,272,127 shares of Class A common stock for $34.6 million, or $8.09 per share, resulting in $15.4 million remaining under the authorized share repurchase program.

All purchases made pursuant to the authorized share repurchase plan were made in accordance with applicable securities laws from time to time in the open-market or through private transactions, depending on market conditions. Going forward, future purchases may be made pursuant to a trading plan meeting the requirements of Rule 10b-18 or Rule 10b-5 under the Exchange Act, and may be discontinued at any time.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

(in thousands)

Significant Sources and Uses of Cash Flows

Operating Activities. Net cash provided by operating activities increased to $79.0 million for the three months ended March 31, 2026, compared to $25.7 million in the same period of 2025, representing an increase of $53.3 million. This increase was primarily driven by higher revenue, largely attributable to continued growth in business activity within our Solaris Power Solutions segment. Consequently, our net income, adjusted for non-cash items, increased by $37.3 million for the three months ended March 31, 2026, compared to the prior comparable period. In addition, cash provided by working capital increased $12.3 million for the three months ended March 31, 2026, compared to the prior comparable period.

Investing Activities. Net cash used in investing activities was $454.6 million for the three months ended March 31, 2026, an increase from $144.3 million during the same period of 2025. The $310.2 million increase is mainly attributed to $108.4 million paid for the Genco Acquisition and $343.3 million paid for turbines and ancillary equipment to support the growth and operations of Solaris Power Solutions, including $131.2 million paid for the NovaLT16 Turbine Acquisition, in the three months ended March 31, 2026, as compared with $142.0 million paid for turbines and ancillary equipment in the three months ended March 31, 2025.

Financing Activities. For the three months ended March 31, 2026, net cash provided by financing activities totaled $366.7 million. This amount primarily reflects $399.0 million from debt financing, partially offset by $6.9 million in quarterly dividends to Class A common stock shareholders, $2.3 million in distributions to Solaris LLC unitholders, $5.0 million paid for debt financing costs, $14.3 million paid for cancelled shares withheld for taxes from vesting of restricted stock and $1.7 million in Tax Receivable agreement payments. In comparison, net cash used in financing activities was $24.5 million for the three months ended March 31, 2025. This amount primarily reflects $10.1 million paid for cancelled shares withheld for taxes from vesting of restricted stock, $4.7 million in quarterly dividends to Class A common stock shareholders, $4.7 million in distributions to Solaris LLC unitholders, and $3.6 million in Tax Receivable Agreement payments.

Future Uses of Cash

Our significant cash commitments primarily relate to our capital expenditures under our power generation fleet growth program and debt service on our Term Loan, Stateline term loan facility and equipment loans. In addition, we are obligated to make semi-annual interest payments on the 2030 Notes and 2031 Notes, with the principal amount due at maturity in 2030 and 2031, respectively. At our election, the 2030 Notes and 2031 Notes may be settled in cash, shares of Class A common stock, or a combination of both.

Additional expected uses of cash include obligations under our Tax Receivable Agreement, scheduled payments under finance and operating lease agreements, insurance premium financing agreements, any dividend payments (timing and amount subject to the discretion of the board), and other routine operating obligations.

Off Balance Sheet Arrangements

Refer to Note 17. “Commitments and Contingencies – Purchase Commitments” included in the notes to our condensed consolidated financial statements contained herein for a discussion of our off-balance sheet arrangements.

Critical Accounting Policies and Estimates

For detailed information, please refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to our critical accounting policies since December 31, 2025.

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025, except with regard to interest rate risk, as described below.

Interest Rate Risk

We are exposed to market risk from fluctuations in interest rates associated with our variable-rate borrowings under debt financing agreements. Changes in interest rates directly affect our interest expense on the variable-rate portion of our debt agreements.

Borrowings under the Stateline Term Loan include variable-rate components prior to conversion to fixed-rate debt. As of March 31, 2026, we had outstanding borrowings of $260.4 million under the Stateline Term Loan, all of which were in the form of notes bearing interest at the variable Floating Rate. A hypothetical increase or decrease of 100 basis points in SOFR would result in an estimated annual change in interest expense of approximately $2.6 million, based on the outstanding borrowings as of March 31, 2026.

Borrowings under the Term Loan bear interest, at the Company’s option, at a rate equal to either Term SOFR plus 3.00% or the Base Rate plus 2.00% (each as defined in the Term Loan). As of March 31, 2026, we had outstanding borrowings of $300.0 million under the Term Loan. A hypothetical increase or decrease of 100 basis points in interest rates would result in an estimated annual change in interest expense of approximately $3.0 million, based on the outstanding borrowings as of March 31, 2026.

Disclosure Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we have evaluated, under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Disclosure controls refer to controls and procedures designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated by our management, including our principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, and summarized and reported within the time periods specified in the rules and forms of the SEC. Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, our principal executive officers and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

Except as described below, there were no changes in our system of internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended March 31, 2026, we implemented a new Enterprise Resource Planning (“ERP”) system. In connection with this ERP system implementation, we updated our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. We continue to monitor the impact of this implementation on our processes and procedures, as well as the impact on our internal controls over financial reporting. We do not believe that this ERP system implementation will have an adverse effect on our internal control over financial reporting

Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A common stock are described under Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026. As of the date of this filing, there have been no material updates to the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 except as described herein.