12.Stockholders’ Equity

Stockholders’ Equity

Holders of our Class A common stock and our Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or our amended and restated certificate of incorporation. To the extent we pay any cash dividends on our Class A common stock, under the terms of our organizational documents, Solaris LLC will pay an equivalent cash distribution on the Solaris LLC units, and each share of Class A common stock and each Solaris LLC unit will receive the same cash amount.

Redemptions

During the years ended December 31, 2024, 2023 and 2022, a total of 50,000, 31,954 and 4,140,585 Solaris LLC units, together with an equal number of shares of our Class B common stock, were redeemed for shares of our Class A common stock on a one-for-one basis.

Dividends and Distributions

Our Board of Directors declared a dividend of $0.09 per share for the first quarter of 2024 and a dividend of $0.105 per share for each of the second, third and fourth quarters of 2024 on our Class A common stock. The dividends declared during 2024 totaled $13.1 million. In conjunction with the dividend payments, a distribution of $0.09 per unit was paid to unit holders of Solaris LLC for the first quarter, and a distribution of $0.105 per unit was paid to unit holders of Solaris LLC for each of the second, third and fourth quarters of 2024. The distributions during 2024 totaled $11.8 million. The total declared dividends and distributions during 2024 was $24.9 million, and the total dividends and distributions paid during 2024 was $24.6 million. The difference between declarations and cash payments during the year ended December 31, 2024 related to dividends for performance-based restricted stock units that are accrued for over the vesting period and will be paid upon payment of the underlying award.

For each quarter of the year ended December 31, 2023, our Board of Directors declared a dividend of $0.09 per share on our Class A common stock. The dividends declared during 2023 totaled $11.3 million. In conjunction with the dividend payments, distributions of $0.09 per unit were paid to unit holders of Solaris LLC during each quarter. The distributions during 2023 totaled $10.3 million. The total declared dividends and distributions during 2023 was $21.6 million, and the total dividends and distributions paid during 2023 was $21.4 million. The difference between declarations and cash payments during the year ended December 31, 2023 related to dividends accrued for unvested performance-based restricted stock units.

For each quarter of the year ended December 31, 2022, our Board of Directors declared a dividend of $0.09 per share on our Class A common stock. The dividends during 2022 totaled $9.0 million. In conjunction with the dividend payments, distributions of $0.09 per unit were paid to unit holders of Solaris LLC during each quarter. The distributions during 2022 totaled $11.7 million. The total declared dividends and distributions during 2022 was $20.7 million, and the total dividends and distributions paid during 2022 was $24.5 million. The difference between declarations and cash payments during the year ended December 31, 2022 primarily related to dividends declared in 2021 which were paid in 2022, partially offset by dividends accrued for unvested performance-based restricted stock units.

On February 26, 2025, our Board of Directors declared a dividend on our Class A common stock for the first quarter of 2025 of $0.14 per share. In conjunction with the dividend payment, a distribution of $0.14 per unit will be paid to unit holders of Solaris LLC. The dividend will be paid on March 27, 2025 to holders of record of our Class A common stock as of the close of business on March 13, 2025. The distribution to unit holders of Solaris LLC will be subject to the same payment and record dates.

Treasury Stock

During the years ended December 31, 2024, 2023 and 2022, 217,516 shares, 136,086 shares and 186,571 shares, respectively, of our Class A common stock were withheld for the payment of taxes due on shares of common stock issued to employees under our 2021 Equity Incentive Plan.

In connection with the assets acquired from Delaware Energy, as discussed above, certain shares of our Class A common stock issued to the seller were held in escrow and could be released to us under certain conditions, including for the reimbursement of certain post-acquisition workover costs pursuant to the terms of the asset purchase agreement. During the first quarter of 2024, 23,107 of these escrow shares were released and returned to the Company for reimbursement of such workover costs and are included in “Treasury Stock” at a value of $0.3 million, which was their fair market value at the date of receipt. The receipt of these shares was recorded as a non-cash treasury stock transaction, with an allocation of the difference between the contractually ascribed value of the shares per the asset purchase agreement and the cost of the shares at the date of receipt recorded against the workover costs in the amount of $0.1 million. During the second half of 2023, 85,471 of these escrow shares were released and returned to the Company for reimbursement of such workover costs and are included in “Treasury Stock” at a value of $0.9 million, which was their fair market value at the date of receipt. The receipt of these shares was recorded as a non-cash treasury stock transaction, with an allocation of the difference between the contractually ascribed value of the shares per the asset purchase agreement and the cost of the shares at the date of receipt recorded against the workover costs in the amount of $0.7 million. As of March 31, 2024, there were no remaining shares left in escrow.

Partnership Distributions

Under the Solaris LLC Agreement, Solaris LLC shall make pro rata advanced distributions to Aris Inc. to enable Aris Inc. to timely satisfy its tax liabilities. If an advance is made to Aris Inc. to enable it to pay certain applicable taxes, Solaris LLC will use commercially reasonable efforts to make any such distribution to all members on a pro rata basis. As of December 31, 2024, the Company accrued a tax-related partnership distribution liability of $1.3 million, which is included in “Accrued and Other Current Liabilities” on the consolidated balance sheet. The partnership distributions are recorded as a reduction of non-controlling interests on the consolidated balance sheet.