12.Stockholders’ and Members’ 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.

Members’ Equity

Prior to the amendment and restatement of the Solaris LLC agreement, Solaris LLC’s operations were governed by the provisions of a limited liability company agreement that set forth the rights and obligations of each class of membership interest. Solaris LLC previously had four classes of membership units outstanding – Class A, B, C and D. Allocations of net income and loss were made to the members based on a hypothetical liquidation. As part of the IPO, all classes of Solaris LLC membership units were consolidated into a single class of unit. See also Note 1. Organization and Background of Business.

Redemptions

During the year ended December 31, 2023, a total of 31,954 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.

During the year ended December 31, 2022, a total of 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

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 totaled $11.3 million and were paid during 2023. 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, totaling $10.3 million, were also paid during 2023.

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, totaling $9.0 million, were paid during 2022. 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, totaling $11.7 million, were also paid during 2022.

In the fourth quarter of 2021, our Board of Directors declared a dividend on our Class A common stock of $0.07 per share, which equates to $0.09 per share for the fourth quarter of 2021 pro-rated for the period following completion of our IPO. The dividend, which totaled $1.6 million, was paid in January 2022. In conjunction with the dividend payment, a distribution of $0.07 per unit was paid to unit holders of Solaris LLC. The distribution to unit holders of Solaris LLC, which totaled $2.3 million, was also paid in January 2022.

On February 23, 2024, our Board of Directors declared a dividend on our Class A common stock for the first quarter of 2024 of $0.09 per share. In conjunction with the dividend payment, a distribution of $0.09 per unit will be paid to unit holders of Solaris LLC. The dividend will be paid on March 21, 2024 to holders of record of our Class A common stock as of the close of business on March 7, 2024. The distribution to unit holders of Solaris LLC will be subject to the same payment and record dates.

Treasury Stock

In connection with the assets acquired from Delaware Energy, as discussed above, certain shares of our Class A common stock issued to the seller are held in escrow and can 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 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.