Form 4: Solaris Energy Director Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Solaris Energy Infrastructure Director James R. Burke sold 11,277 shares of Class A Common Stock for approximately $53.03 per share.
Summary
- James R. Burke, a Director of Solaris Energy Infrastructure, Inc. (SEI), reported a sale of 11,277 shares of Class A Common Stock.
- The transaction occurred on December 10, 2025, at a weighted average price of $53.03 per share, with individual sales ranging from $53.00 to $53.17.
- The sale was executed pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
- Following the transaction, Mr. Burke directly beneficially owns 5,696 shares of Class A Common Stock (subject to vesting) and 42,734 shares of Class B Common Stock.
- Additionally, Mr. Burke indirectly beneficially owns 800 shares of Class A Common Stock through his spouse.
- He also directly holds 42,734 Solaris Energy Infrastructure, LLC Units, which are exchangeable for Class A Common Stock.
Sentiment
Score: 4
Explanation: A director's sale of shares, even under a pre-planned 10b5-1 program, can be viewed with slight caution by investors as it reduces insider ownership. However, the pre-planned nature mitigates a strong negative interpretation.
Positives
- The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-scheduled sale rather than an immediate reaction to market events or non-public information.
Negatives
- Director James R. Burke reduced his direct beneficial ownership of Class A Common Stock by 11,277 shares, which could be perceived as a decrease in insider alignment.
Risks
- While the sale was pre-planned, a reduction in insider ownership, even through a 10b5-1 plan, can sometimes be interpreted by the market as a signal, potentially leading to negative sentiment.
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This filing reports an individual insider transaction and does not provide broader industry context or trends. It is a routine disclosure required for directors and officers of publicly traded companies.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clarification of Voting Rights | Each share of Class B common stock has no economic rights but entitles the holder to one vote on all matters to be voted on by the stockholders generally. | N/A | This clarifies the dual-class share structure and the voting power associated with Class B shares held by insiders. |
| Exchangeability of LLC Units | Units in Solaris Energy Infrastructure, LLC (together with a corresponding number of Class B common stock shares) are exchangeable for Class A common stock of the Issuer, as per the Second Amended and Restated Limited Liability Company Agreement dated May 11, 2017. | 05/11/2017 | This mechanism allows for the conversion of LLC interests into publicly traded Class A common stock, impacting the outstanding share count upon exchange. |
Related Party Transactions
- James R. Burke indirectly beneficially owns 800 shares of Class A Common Stock through his spouse.
Stakeholder Impact
- Shareholders may note the reduction in direct Class A Common Stock ownership by a director, although the pre-planned nature of the sale may temper concerns.
- The transaction does not appear to have a direct impact on employees, customers, suppliers, or creditors.
Key Dates
| Date | Description |
|---|---|
| 05/11/2017 | Date of the Second Amended and Restated Limited Liability Company Agreement of Solaris Energy Infrastructure, LLC. |
| 05/17/2017 | Date of the Issuer's Current Report on Form 8-K filing with the U.S. Securities and Exchange Commission, which included the LLC Agreement as Exhibit 10.1. |
| 12/10/2025 | Date of the reported transaction (sale of Class A Common Stock). |
| 12/12/2025 | Date the Form 4 was signed by Christopher M. Powell, Attorney-in-Fact for James R. Burke. |
Keywords
Solaris Energy Infrastructure, SEI, Form 4, insider trading, stock sale, director, beneficial ownership, 10b5-1 plan
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.