Material Agreement (Form 8-K)

Select Water Solutions Announces Agreement to Acquire Pilot Water Solutions

Pilot Water is a leading, private water midstream company with a core position in the Delaware Basin

Robust contract portfolio with 480,000 barrels per day of minimum volume commitment ("MVC") contracts and 306,000 acres dedicated under long-term agreements

Transaction consideration to consist of a combination of $600 million of cash and $100 million of Class A common stock, with $15 million of potential earnout cash consideration

Adds an estimated $120 - $130 million of 2027E EBITDA, before considering $10 - $15 million of additional targeted cost synergies

Strengthens Select's infrastructure-led business, with Water Infrastructure projected to represent approximately 70% of Select's pro forma profitability by 2027

Expected to preserve a strong balance sheet, with pro forma net leverage of less than 2.0x at closing

Gainesville, TX - September 24, 2026 - Select Water Solutions, Inc. (NYSE: WTTR) ("Select," the "Company," "we" or "us") announced today that it has entered into a definitive agreement (the "Purchase Agreement") to acquire Pilot Water Solutions LLC ("Pilot Water"), a leading, private water midstream company with primary operations in the Delaware Basin, for an equity-and-cash transaction valued at $700 million, plus $15 million of additional potential contingent cash consideration. The transaction is currently expected to close in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals.

Pilot Water's infrastructure platform consists of approximately 2.7 million barrels per day of active permitted disposal capacity, 0.9 million barrels per day of undeveloped permitted disposal capacity, and more than 700 miles of pipeline infrastructure. Pilot Water's revenues are supported by an attractive contract portfolio, with more than 80% of its annual revenue backed by long-term contracts with an average tenor of more than 7 years, including approximately 480,000 barrels per day of minimum volume commitments and 306,000 dedicated acres. Included in this contract portfolio is a new 175,000 barrel per day MVC-based contract, which is expected to increase Pilot Water's daily produced water volumes handled from approximately 850,000 barrels per day during the first half of 2026 to approximately one million barrels per day during 2027. More than 80% of Pilot Water's daily produced water volumes are handled in the core of the Delaware Basin in New Mexico and Texas, with additional operations in the Midland Basin, Eagle Ford, Haynesville, Rockies and Northeast regions.

For the full year of 2026, Pilot Water is expected to generate $100 - $110 million of 2026 Adjusted EBITDA, which is expected to grow to $120 - $130 million in 2027. This growth is primarily attributable to the earlier referenced 175,000 barrel per day MVC-based contract. Additionally, Select is targeting an additional $10 to $15 million of annual cost synergies that are incremental to the 2027 forecast and are expected to be achieved during the next 12 to 18 months.

The addition of Pilot Water into Select's existing Delaware Basin water infrastructure network will create a well-balanced, integrated recycling and disposal platform positioned to efficiently capture the full lifecycle economics of produced and treated produced water. Pilot Water's strategic disposal portfolio, including both active and undeveloped permitted capacity, will allow for long-term system optimization and water balancing capabilities across Select's pro forma network, including enhanced capture of Select's contracted volumes as the Delaware Basin continues to grow and mature. The collective water infrastructure platform will be supported by a strong combined contract profile, providing visibility into total produced water volumes handled growing to more than 2.5 million barrels per day during 2027. This combined contract portfolio includes over 600,000 barrels per day of MVC commitments and approximately 3.6 million acres under dedication or ROFR dedication with a weighted average remaining tenor of approximately 9 years.

Pilot Water's operational footprint complements Select's existing water infrastructure networks, notably creating a water midstream platform, which on a combined basis, comprises of 3.8 million barrels per day of recycling capacity, 4.8 million barrels per day of combined active and undeveloped permitted disposal capacity, over 1,600 miles of pipelines, and approximately 57.0 million barrels of treated and produced water storage capacity.

John Schmitz, Chairman of the Board, President and CEO, stated, "We are excited to announce our agreement to acquire Pilot Water Solutions, a leading private water midstream company with a core position in the Delaware Basin. We expect this acquisition to further solidify Select's position as a diversified, market leading water midstream platform operating across the United States. With Pilot Water, Select will add highly contracted, production-related earnings streams at an accretive valuation in the heart of the Delaware Basin. In addition to the cost synergies identified, we also believe there is meaningful long-term revenue synergy potential from the integration of our systems and the resulting additional commercialization potential of existing and undeveloped capacity. With this acquisition, we strongly advance our previously stated objective of growing our consolidated profitability-weighting towards our Water Infrastructure segment. Accordingly, looking ahead to 2027, Water Infrastructure is expected to comprise approximately 70% of the combined company's gross profit before depreciation and amortization on a pro forma basis.

"Pilot Water's sizable Delaware Basin water midstream footprint across Texas and New Mexico is very complementary to Select's existing footprint, providing significant opportunity to interconnect in both an operational and capital-efficient manner. By pairing Pilot Water's existing produced water volumes with Select's industry-leading Permian Basin water recycling footprint, we expect to optimize disposal capacity, preserve valuable pore space, and maximize the value potential out of every barrel through increased recycling , mineral extraction and future beneficial reuse. Select's ability to water balance across the broader Delaware Basin with a larger, integrated network positions us to deliver our customers with increased optionality, scaled produced water flow assurance and, ultimately, attractive economic savings. Furthermore, with nearly 90% of the combined company's MVCs underwritten by investment grade customers, Select will have significantly enhanced its long-term cash flow visibility and through-cycle stability across a diversified, blue-chip customer base and we expect to maintain a very disciplined balance sheet with less than 2.0x pro forma net leverage at closing. I am excited about the opportunities ahead to create enhanced long-term value for our shareholders and I look forward to welcoming all of Pilot Water's employees into the Select family soon," concluded Schmitz.

Transaction and Timing

Under the terms of the transaction, a subsidiary of Select will acquire Pilot Water on a debt-free basis for aggregate consideration of $700 million, including $600 million of cash (subject to customary purchase price adjustments) and $100 million of shares of Class A common stock of Select. The number of shares to be issued will be determined by dividing $100 million by the 30-day volume-weighted average price of Select's Class A common stock immediately prior to closing. Additionally, the sellers have a right to an additional $15 million contingent payment, payable upon the satisfaction of certain operational milestones expected in early 2027. The Purchase Agreement also provides that the sellers will receive a true-up payment, payable in cash, if the 30-day volume-weighted average share price as of the six-month anniversary of the closing date is lower than the 30-day volume-weighted average price at the closing date. In connection with the transaction, Select has entered into debt commitment letters with J.P. Morgan Chase Bank, N.A. and Bank of America to provide financing sufficient to fund the acquisition, subject to customary conditions. Select expects to fund the cash portion of the consideration with cash on hand, borrowings under our committed debt financings and/or, depending on market conditions, other debt financing.

The pending transaction, which is currently expected to close in the fourth quarter of 2026, is subject to customary closing conditions and receipt of required regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.

Advisors

J.P. Morgan Securities LLC and BofA Securities, Inc. acted as financial advisors to Select in connection with the transaction. Vinson & Elkins LLP is serving as Select's legal counsel on the transaction.

Conference Call and Additional Materials

Select will hold a conference call tomorrow, September 25, 2026, at 10:00 a.m. Eastern Time / 9:00 a.m. Central Time to discuss the acquisition. An investor presentation regarding the proposed transaction can also be found at https://investors.selectwater.com.

Please dial 201-389-0872 and ask for the Select Water Solutions call at least 10 minutes prior to the start time of the call, or listen to the call live over the Internet by logging on to the website at the address https://investors.selectwater.com/events-presentations/current. A telephonic replay of the conference call will be available through October 9, 2026, and may be accessed by calling 201-612-7415 using passcode 13762844#. A webcast archive will also be available at the link above shortly after the call and will be accessible for approximately 90 days.

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 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.