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EQUITY-BASED COMPENSATION | 6 Months Ended
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Jun. 30, 2026
EQUITY-BASED COMPENSATION |
EQUITY-BASED COMPENSATION | NOTE 10—EQUITY-BASED COMPENSATION As of June 30, 2026, there were 7,325,841 shares available for issuance as future equity awards under the Select Water Solutions, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). Stock Option Awards The Company has outstanding stock option awards as of June 30, 2026 but there have been no option grants since 2018. The stock options were granted with an exercise price equal to or greater than the fair market value of a share of Class A common stock as of the date of grant. The expected life of the options at the time of the grant was based on the vesting period and term of the options awarded, which was ten years. A summary of the Company’s stock option activity and related information as of and for the Current Period is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the six months ended June 30, 2026
​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted-average | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted-average | ​ | Remaining Contractual | ​ | Aggregate Intrinsic
​ | ​ ​ ​ | Stock Options | ​ ​ ​ | Exercise Price | ​ ​ ​ | Term (Years) | ​ ​ ​ | Value (in thousands) (a)
Beginning balance, outstanding |  | 856,092 | ​ | $ | 21.98 | ​ | 1.7 | ​ | $ | 302
Other |  | 10,075 | ​ | ​ | 14.89 | ​ | 0.6 | ​ | ​ | ​
Exercised | ​ | (136,404) | ​ | ​ | 8.69 | ​ | ​ | ​ | ​ | ​
Expired | ​ | (5,334) | ​ | ​ | 20.00 | ​ | ​ | ​ | ​ | —
Ending balance, outstanding |  | 724,429 | ​ | $ | 24.40 | ​ | 1.4 | ​ | $ | 366
Ending balance, exercisable | ​ | 724,429 | ​ | $ | 24.40 | ​ | 1.4 | ​ | $ | 366
Nonvested as of June 30, 2026 | ​ | — | ​ | $ | — | ​ | ​ | ​ | ​ | ​
​ (a) Aggregate intrinsic value for stock options is based on the difference between the exercise price of the stock options and the quoted closing Class A common stock price of $19.98 and $10.52 as of June 30, 2026 and December 31, 2025, respectively. All equity-based compensation expense related to stock options has been previously recognized. Restricted Stock Awards The value of the restricted stock awards granted was established by the market price of the Class A common stock on the date of grant and is recorded as compensation expense ratably over the vesting term, which is generally over three years from the applicable date of grant. The Company recognized compensation expense of $3.9 million, $3.4 million, $6.9 million and $6.4 million related to the restricted stock awards for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. As of June 30, 2026, there was $20.2 million of unrecognized compensation expense with a weighted-average remaining life of 2.0 years related to unvested restricted stock awards. A summary of the Company’s restricted stock awards activity and related information for the Current Period is as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the six months ended June 30, 2026
​ | ​ | ​ | ​ | Weighted-average
​ | ​ ​ ​ | Restricted Stock Awards | ​ ​ ​ | Grant Date Fair Value
Nonvested as of December 31, 2025 | ​ | 2,245,950 | ​ | $ | 9.41
Granted | ​ | 1,047,027 | ​ | ​ | 14.11
Vested | ​ | (995,928) | ​ | ​ | 14.37
Forfeited | ​ | (26,415) | ​ | ​ | 16.29
Nonvested as of June 30, 2026 | ​ | 2,270,634 | ​ | $ | 9.32
​ Performance Share Units (“PSUs”) During 2026, the Company approved grants of PSUs that are subject to both performance-based and service-based vesting provisions related to relative and absolute total shareholder return (“TSR”), with relative TSR measured against a defined peer group specified in the grant agreement, over the performance period from January 1, 2026 to December 31, 2028. The target number of shares of Class A common stock subject to each PSU granted in 2026 is 1.0; however, based on the achievement of performance criteria, the number of shares of Class A common stock that may be received in the settlement of each PSU can range from 0.0 to 2.0 times the target number. The PSUs become earned at the end of the performance period after the attainment of the performance level has been certified by the compensation committee, which will be no later than June 30, 2029. The PSUs granted in 2026 that become earned in connection with TSR will be determined (as defined in the applicable PSU agreement) in accordance with the following table: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Performance Level | ​ | Relative TSR (%) | ​ | Absolute TSR between 0% and 15%* | ​ | Absolute TSR greater than 15% | ​ | Absolute TSR less than 0%
Maximum | ​ | Greater than or equal to 80% | ​ | 200% | ​ | 200% | ​ | 100%
Target | ​ | 55% | ​ | 100% | ​ | 100% | ​ | 100%
Threshold | ​ | 25% | ​ | 50% | ​ | 50% | ​ | 50%
Below Threshold | ​ | Less than 25% | ​ | 0% | ​ | 50% | ​ | 0%
​ *The percentage of target PSUs that become earned PSUs for performance that is between the values set forth in the table above, excluding between the third and fourth rows of the table, shall be linearly interpolated between the values in the table. During 2026, the Company also approved grants of divisional PSUs, with vesting contingent upon achievement of specified performance metrics for designated business units over a two-year performance period beginning January 1, 2026. Awards are based on revenue growth and gross margin targets, with payouts determined based on performance relative to established thresholds. Performance is measured over a qualifying six-month period within the performance window. Upon certification by the Compensation Committee, earned PSUs convert into restricted stock awards subject to a subsequent two-year cliff vesting period, which may commence earlier upon achievement of target performance. The fair value on the date the PSUs were granted during 2026, 2025 and 2024 was $14.0 million, $5.4 million and $5.2 million, respectively. Compensation expense related to the PSUs is determined by multiplying the number of shares of Class A common stock underlying such awards that, based on the Company’s estimate, are probable to vest by the measurement date (i.e., the last day of each reporting period date) fair value and recognized using the accelerated attribution method. The Company recognized compensation expense of $4.5 million, a credit to compensation expense of $0.2 million, compensation expense of $7.3 million and compensation expense of $0.3 million related to the PSUs for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. As of June 30, 2026, the unrecognized compensation cost related to our unvested PSUs is estimated to be $17.2 million and is expected to be recognized over a weighted-average period of 2.4 years. However, this compensation cost will be adjusted as appropriate throughout the applicable performance periods. ​ A summary of the Company’s PSUs and related information for the Current Period is as follows: ​
​ | ​ | ​
​ | ​ ​ ​ | PSUs
Nonvested as of December 31, 2025 | ​ | 1,678,541
Target shares granted | ​ | 954,766
Target shares vested (1) | ​ | (852,901)
Adjustment for performance factor(1) | ​ | 95,653
Target shares forfeited (1) | ​ | (39,856)
Target shares outstanding as of June 30, 2026 | ​ | 1,836,203
​
| (1) | The PSUs granted in 2023 related to ROA and free cash flow (“FCF”) vested at 124% and 90% of target, respectively.
Share Repurchases During the Current Quarter, the Company repurchased 67,422 shares of Class A common stock in connection with the cashless exercise of options and the satisfaction of employee minimum tax withholding requirements for shares vested under both the 2024 Plan and the Select Energy Services, Inc. 2016 Equity Incentive Plan. All repurchased shares were retired. During the Current Quarter, the repurchases were accounted for as a decrease to paid-in capital of $1.2 million and a decrease to Class A common stock of $1,000. In the Prior Quarter, the Company repurchased 32,143 shares of Class A common stock in connection with the satisfaction of employee minimum tax withholding requirements. The Company did not make any open market repurchases in either the Current Quarter or Prior Quarter. During the Current Period, the Company repurchased 668,672 shares of Class A common stock in connection with the cashless exercise of options and the satisfaction of employee minimum tax withholding requirements for shares vested under both the 2024 Plan and the Select Energy Services, Inc. 2016 Equity Incentive Plan. All repurchased shares were retired. During the Current Period, the repurchases were accounted for as a decrease to paid-in capital of $9.4 million and a decrease to Class A common stock of $7,000. In the Prior Period, the Company repurchased 576,430 shares of Class A common stock in connection with the cashless exercise of options and the satisfaction of employee minimum tax withholding requirements. The Company did not make any open market repurchases in either the Current Period or Prior Period. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the IRA 2022 applies to our open-market share repurchase program.

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