SOLV Energy registers additional Class A shares in S-1 filing

### S-1 - S-1
S-1

Table of Contents

0002065636 2025-12-31 0002065636 2026-01-01 2026-03-31 0002065636 2025-01-01 2025-12-31 0002065636 2026-03-31 0002065636 2025-01-01 2025-03-31 0002065636 2024-12-31 0002065636 2024-01-01 2024-12-31 0002065636 2023-01-01 2023-01-01 0002065636 2023-01-01 2023-12-31 0002065636 2025-06-13 0002065636 2025-01-08 0002065636 2025-12-20 0002065636 2026-02-12 2026-02-12 0002065636 2026-02-12 2026-03-31 0002065636 2026-02-12 0002065636 2025-03-31 0002065636 us-gaap:CommonClassAMember 2025-12-31 0002065636 us-gaap:CommonClassBMember 2025-12-31 0002065636 ck0002065636:SOLVEnergyIncMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-31 0002065636 us-gaap:TradeNamesMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-31 0002065636 us-gaap:CustomerRelationshipsMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-31 0002065636 ck0002065636:BacklogMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-31 0002065636 us-gaap:PatentsMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-31 0002065636 us-gaap:TradeNamesMember 2025-12-31 0002065636 us-gaap:CustomerRelationshipsMember 2025-12-31 0002065636 ck0002065636:BacklogMember 2025-12-31 0002065636 us-gaap:PatentsMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember srt:MinimumMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember srt:MaximumMember 2025-12-31 0002065636 ck0002065636:SDIAcquisitionMember ck0002065636:EquipmentFinancingMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-31 0002065636 ck0002065636:AmendedCreditAgreementMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-31 0002065636 ck0002065636:EquipmentFinancingMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SoftwareAndSoftwareDevelopmentCostsMember srt:MaximumMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MachineryAndEquipmentMember srt:MinimumMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MachineryAndEquipmentMember srt:MaximumMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:FurnitureAndFixturesMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:ComputerEquipmentMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:VehiclesMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SoftwareAndSoftwareDevelopmentCostsMember srt:MinimumMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:SOLVEnergyParentHoldingsLPMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MachineryAndEquipmentMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:LeaseholdsAndLeaseholdImprovementsMember 2025-12-31 0002065636 us-gaap:ConstructionInProgressMember 2025-12-31 0002065636 ck0002065636:VehiclesUnderFinanceLeasesMember 2025-12-31 0002065636 us-gaap:FurnitureAndFixturesMember 2025-12-31 0002065636 us-gaap:LeaseholdsAndLeaseholdImprovementsMember 2025-12-31 0002065636 us-gaap:MachineryAndEquipmentMember 2025-12-31 0002065636 us-gaap:VehiclesMember 2025-12-31 0002065636 us-gaap:ComputerEquipmentMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:VehiclesUnderFinanceLeasesMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:LandAndBuildingMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:ConstructionInProgressMember 2025-12-31 0002065636 us-gaap:LandAndBuildingMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:AdditionalCUnitsMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:TimeVestedUnitsMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:PerformanceVestedUnitsMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:MOICVestedUnitsMember 2025-12-31 0002065636 us-gaap:RestrictedStockMember srt:MinimumMember 2025-12-31 0002065636 us-gaap:RestrictedStockMember srt:MaximumMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MemberUnitsMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:RetainedEarningsMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:OtherMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ExistingInfrastructureMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:NewConstructionMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:ReportableSegmentAggregationBeforeOtherOperatingSegmentMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SDIAcquisitionMember ck0002065636:EquipmentFinancingMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-01 2025-12-31 0002065636 ck0002065636:EquipmentFinancingMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:TimeVestedUnitsMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:PerformanceVestedUnitsMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:MOICVestedUnitsMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:AdditionalCUnitsMember 2025-01-01 2025-12-31 0002065636 us-gaap:RestrictedStockUnitsRSUMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-01 2025-12-31 0002065636 us-gaap:AccountsReceivableMember us-gaap:CreditConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-01 2025-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassCUnitsMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassB2UnitsMember 2025-01-01 2025-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerCMember 2025-01-01 2025-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerDMember 2025-01-01 2025-12-31 0002065636 us-gaap:AccountsReceivableMember us-gaap:CreditConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerAMember 2025-01-01 2025-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerBMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:FourHundredandOneKPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CaliforniaIronworkersFieldPensionTrustMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ConstructionLaborersPensionTrustForScaliforniaMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:NationalElectricalBenefitFundMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:KernCountyElectricalWorkersPensionFundMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:SanDiegoElectricalIndustryHealthWelfarePlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:AllotherplansMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:OregonLaborersEmployersPensionTrustMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:WesternStatesCarpentersPensionPlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:IBEWLocal100PensionPlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:SouthernCaliforniaIBEWNECAFundsMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:LaborersPensionTrustFundforNCaliforniaMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:KernCountyElectricalBenefitsFundMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CaliforniaIronworkersFieldPensionTrustandIBEWLocal100PensionPlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:DeferredAcquisitionConsiderationMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ContingentConsiderationMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SpartanMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SdiMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-01 2025-12-31 0002065636 ck0002065636:OtherStateMember 2025-01-01 2025-12-31 0002065636 ck0002065636:TXMember 2025-01-01 2025-12-31 0002065636 us-gaap:StockCompensationPlanMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-01 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:NoncontrollingInterestMember 2025-01-01 2025-12-31 0002065636 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-02-12 2026-02-12 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-02-12 2026-02-12 0002065636 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember 2026-02-12 2026-02-12 0002065636 us-gaap:SubsequentEventMember 2026-02-12 2026-02-12 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SubsequentEventMember 2026-02-12 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SubsequentEventMember 2026-02-12 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember us-gaap:SubsequentEventMember 2026-02-12 2026-02-12 0002065636 us-gaap:CommonClassAMember us-gaap:IPOMember 2026-02-12 2026-02-12 0002065636 us-gaap:CommonClassAMember 2026-02-12 2026-02-12 0002065636 us-gaap:CommonClassBMember 2026-02-12 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember 2026-02-12 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember 2026-02-12 2026-02-12 0002065636 ck0002065636:TwoThousandSixteenPlanMember us-gaap:CommonClassAMember 2026-02-12 2026-02-12 0002065636 us-gaap:EmployeeStockOptionMember 2026-02-12 2026-02-12 0002065636 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-02-12 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2026-02-12 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:CommonClassBMember us-gaap:SubsequentEventMember 2026-02-12 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-02-12 0002065636 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember 2026-02-12 0002065636 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember us-gaap:SubsequentEventMember 2026-02-12 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SubsequentEventMember 2026-02-12 0002065636 us-gaap:CommonClassAMember us-gaap:IPOMember 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember us-gaap:BaseRateMember 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember us-gaap:BaseRateMember 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember us-gaap:SecuredOvernightFinancingRateSofrMember 2026-02-12 0002065636 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember us-gaap:SecuredOvernightFinancingRateSofrMember 2026-02-12 0002065636 us-gaap:EmployeeStockOptionMember 2026-02-12 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MemberUnitsMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:NoncontrollingInterestMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:OtherMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ExistingInfrastructureMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:NewConstructionMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:ReportableSegmentAggregationBeforeOtherOperatingSegmentMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:AdditionalCUnitsMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:TimeVestedUnitsMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:PerformanceVestedUnitsMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:MOICVestedUnitsMember 2024-01-01 2024-12-31 0002065636 us-gaap:RestrictedStockUnitsRSUMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassCUnitsMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassB1UnitsMember 2024-01-01 2024-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerHMember 2024-01-01 2024-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerCMember 2024-01-01 2024-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerEMember 2024-01-01 2024-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerGMember 2024-01-01 2024-12-31 0002065636 us-gaap:AccountsReceivableMember us-gaap:CreditConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerEMember 2024-01-01 2024-12-31 0002065636 us-gaap:AccountsReceivableMember us-gaap:CreditConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerFMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:LaborersPensionTrustFundforNCaliforniaMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:SanDiegoElectricalIndustryHealthWelfarePlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:AllotherplansMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:NationalElectricalBenefitFundMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:KernCountyElectricalWorkersPensionFundMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:OregonLaborersEmployersPensionTrustMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:WesternStatesCarpentersPensionPlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:IBEWLocal100PensionPlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:SouthernCaliforniaIBEWNECAFundsMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CaliforniaIronworkersFieldPensionTrustMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ConstructionLaborersPensionTrustForScaliforniaMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:UnionsMultiemployerPensionPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:FourHundredandOneKPlansMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:DeferredAcquisitionConsiderationMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ContingentConsiderationMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SdiMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-01-01 2024-12-31 0002065636 ck0002065636:TXMember 2024-01-01 2024-12-31 0002065636 us-gaap:StockCompensationPlanMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-01-01 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ExistingInfrastructureMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:NewConstructionMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:OtherMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MemberUnitsMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:ReportableSegmentAggregationBeforeOtherOperatingSegmentMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:TimeVestedUnitsMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:PerformanceVestedUnitsMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:MOICVestedUnitsMember 2023-01-01 2023-12-31 0002065636 us-gaap:RestrictedStockUnitsRSUMember ck0002065636:SolvEnergyHoldingsLlcMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassB1UnitsMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassB2UnitsMember 2023-01-01 2023-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerIMember 2023-01-01 2023-12-31 0002065636 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CustomerEMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:KernCountyElectricalWorkersPensionFundMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:OregonLaborersEmployersPensionTrustMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:WesternStatesCarpentersPensionPlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:IBEWLocal100PensionPlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:SouthernCaliforniaIBEWNECAFundsMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:LaborersPensionTrustFundforNCaliforniaMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:CaliforniaIronworkersFieldPensionTrustMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ConstructionLaborersPensionTrustForScaliforniaMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:NationalElectricalBenefitFundMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:SanDiegoElectricalIndustryHealthWelfarePlanMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:AllotherplansMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:UnionsMultiemployerPensionPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:FourHundredandOneKPlansMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:DeferredAcquisitionConsiderationMember 2023-01-01 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ContingentConsiderationMember 2023-01-01 2023-12-31 0002065636 us-gaap:StockCompensationPlanMember ck0002065636:SolvEnergyHoldingsLlcMember 2023-01-01 2023-12-31 0002065636 ck0002065636:StockSubscriptionAgreementMember 2025-06-06 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2024-12-31 0002065636 us-gaap:TradeNamesMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-12-31 0002065636 us-gaap:CustomerRelationshipsMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-12-31 0002065636 ck0002065636:BacklogMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-12-31 0002065636 us-gaap:PatentsMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:VehiclesMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MachineryAndEquipmentMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:LeaseholdsAndLeaseholdImprovementsMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:FurnitureAndFixturesMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:VehiclesUnderFinanceLeasesMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:LandAndBuildingMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:ConstructionInProgressMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:ComputerEquipmentMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:AdditionalCUnitsMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:TimeVestedUnitsMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:PerformanceVestedUnitsMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:MOICVestedUnitsMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2023-12-31 0002065636 ck0002065636:EquipmentFinancingMember ck0002065636:SolvEnergyHoldingsLlcMember 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassB1UnitsMember 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassB2UnitsMember 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:TimeVestedUnitsMember 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:PerformanceVestedUnitsMember 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:MOICVestedUnitsMember 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassB2UnitsMember 2023-01-01 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassB1UnitsMember 2023-01-01 0002065636 us-gaap:RevolvingCreditFacilityMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:LegacyCsEnergyRevolvingFacilityMember 2021-05-31 0002065636 us-gaap:LetterOfCreditMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:LegacyCsEnergyRevolvingFacilityMember 2021-05-31 0002065636 us-gaap:RevolvingCreditFacilityMember ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:SolvEnergyRevolvingCreditFacilityMember 2021-05-31 0002065636 ck0002065636:TermLoanMember ck0002065636:SolvEnergyHoldingsLlcMember 2021-05-31 0002065636 ck0002065636:SolvEnergyCreditAgreementMember ck0002065636:TermLoanMember ck0002065636:SolvEnergyHoldingsLlcMember 2021-05-31 0002065636 us-gaap:RevolvingCreditFacilityMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-10-07 0002065636 us-gaap:RevolvingCreditFacilityMember ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SecuredOvernightFinancingRateSofrMember 2024-10-07 0002065636 ck0002065636:SolvEnergyCreditAgreementMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-10-07 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassB2UnitsMember 2024-10-07 0002065636 us-gaap:LetterOfCreditMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-10-07 2024-10-07 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2024-10-07 2024-10-07 0002065636 ck0002065636:SolvEnergyCreditAgreementMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-10-07 2024-10-07 0002065636 ck0002065636:TermLoanMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-10-07 2024-10-07 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassCUnitsMember 2024-10-07 2024-10-07 0002065636 ck0002065636:TermLoanMember ck0002065636:SolvEnergyHoldingsLlcMember 2021-05-31 2021-05-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2021-05-31 2021-05-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-09 0002065636 ck0002065636:TXMember 2023-01-01 2023-01-01 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-20 0002065636 ck0002065636:SdiMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-08 0002065636 ck0002065636:SdiMember 2025-01-08 0002065636 ck0002065636:SdiMember us-gaap:TradeNamesMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-08 0002065636 ck0002065636:SdiMember us-gaap:CustomerRelationshipsMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-08 0002065636 ck0002065636:SdiMember us-gaap:OrderOrProductionBacklogMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-08 0002065636 us-gaap:TradeNamesMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-08 0002065636 us-gaap:CustomerRelationshipsMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-08 0002065636 us-gaap:OrderOrProductionBacklogMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-08 0002065636 ck0002065636:SdiMember 2025-01-08 2025-01-08 0002065636 ck0002065636:SdiMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-08 2025-01-08 0002065636 ck0002065636:SdiMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-01-08 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SubsequentEventMember 2026-01-06 2026-01-06 0002065636 ck0002065636:AmericanSecuritiesLoanAgreementMember ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SubsequentEventMember 2026-01-05 0002065636 ck0002065636:AmericanSecuritiesLoanAgreementMember ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SubsequentEventMember 2026-01-05 2026-01-05 0002065636 ck0002065636:SdiMember ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:SubsequentEventMember 2026-01-08 2026-01-08 0002065636 ck0002065636:SpartanMember 2025-06-13 2025-06-13 0002065636 ck0002065636:SpartanMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-06-13 2025-06-13 0002065636 ck0002065636:SpartanMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-06-13 0002065636 ck0002065636:SpartanMember 2025-06-13 0002065636 ck0002065636:SpartanMember us-gaap:CustomerRelationshipsMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-06-13 0002065636 ck0002065636:SpartanMember us-gaap:OrderOrProductionBacklogMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-06-13 0002065636 ck0002065636:SpartanMember us-gaap:TradeNamesMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-06-13 0002065636 us-gaap:TradeNamesMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-06-13 0002065636 us-gaap:CustomerRelationshipsMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-06-13 0002065636 us-gaap:OrderOrProductionBacklogMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-06-13 0002065636 ck0002065636:SpartanMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-06-13 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2024-10-25 2024-10-25 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:ClassCUnitsMember 2024-10-25 2024-10-25 0002065636 us-gaap:RestrictedStockUnitsRSUMember ck0002065636:SolvEnergyHoldingsLlcMember 2021-12-23 2021-12-23 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2021-12-23 2021-12-23 0002065636 us-gaap:CommonClassAMember 2026-03-31 0002065636 us-gaap:CommonClassBMember 2026-03-31 0002065636 us-gaap:TradeNamesMember 2026-03-31 0002065636 us-gaap:CustomerRelationshipsMember 2026-03-31 0002065636 ck0002065636:BacklogMember 2026-03-31 0002065636 us-gaap:PatentsMember 2026-03-31 0002065636 srt:MinimumMember 2026-03-31 0002065636 srt:MaximumMember 2026-03-31 0002065636 us-gaap:ConstructionInProgressMember 2026-03-31 0002065636 ck0002065636:VehiclesUnderFinanceLeasesMember 2026-03-31 0002065636 us-gaap:FurnitureAndFixturesMember 2026-03-31 0002065636 us-gaap:LeaseholdsAndLeaseholdImprovementsMember 2026-03-31 0002065636 us-gaap:MachineryAndEquipmentMember 2026-03-31 0002065636 us-gaap:VehiclesMember 2026-03-31 0002065636 us-gaap:ComputerEquipmentMember 2026-03-31 0002065636 us-gaap:LandAndBuildingMember 2026-03-31 0002065636 ck0002065636:SolvEnergyCreditAgreementMember 2026-03-31 0002065636 ck0002065636:NewRevolverMember 2026-03-31 0002065636 us-gaap:LetterOfCreditMember 2026-03-31 0002065636 ck0002065636:TwoThousandSixteenPlanMember us-gaap:CommonClassAMember 2026-03-31 0002065636 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2026-03-31 0002065636 us-gaap:RestrictedStockMember 2026-03-31 0002065636 us-gaap:RestrictedStockMember us-gaap:CommonClassBMember 2026-03-31 0002065636 us-gaap:PreferredStockMember 2026-03-31 0002065636 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2026-03-31 0002065636 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2026-03-31 0002065636 dei:BusinessContactMember 2026-01-01 2026-03-31 0002065636 us-gaap:MemberUnitsMember 2026-01-01 2026-03-31 0002065636 us-gaap:NoncontrollingInterestMember 2026-01-01 2026-03-31 0002065636 ck0002065636:ExistingInfrastructureMember 2026-01-01 2026-03-31 0002065636 ck0002065636:NewConstructionMember 2026-01-01 2026-03-31 0002065636 ck0002065636:OtherMember 2026-01-01 2026-03-31 0002065636 ck0002065636:SolvEnergyCreditAgreementMember 2026-01-01 2026-03-31 0002065636 us-gaap:OperatingSegmentsMember 2026-01-01 2026-03-31 0002065636 us-gaap:EmployeeStockOptionMember 2026-01-01 2026-03-31 0002065636 us-gaap:RestrictedStockUnitsRSUMember 2026-01-01 2026-03-31 0002065636 ck0002065636:MoicVestedMember 2026-01-01 2026-03-31 0002065636 us-gaap:RestrictedStockMember 2026-01-01 2026-03-31 0002065636 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassCMember 2026-01-01 2026-03-31 0002065636 ck0002065636:PerformanceVestedMember 2026-01-01 2026-03-31 0002065636 ck0002065636:AdditionalCUnitsMember 2026-01-01 2026-03-31 0002065636 ck0002065636:TimeVestedMember 2026-01-01 2026-03-31 0002065636 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:NoncontrollingInterestMember 2026-01-01 2026-03-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MemberUnitsMember 2026-01-01 2026-03-31 0002065636 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2026-01-01 2026-03-31 0002065636 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2026-01-01 2026-03-31 0002065636 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0002065636 us-gaap:ParentMember 2026-01-01 2026-03-31 0002065636 us-gaap:RestrictedStockMember 2026-01-01 2026-03-31 0002065636 us-gaap:EmployeeStockOptionMember 2026-01-01 2026-03-31 0002065636 ck0002065636:VestedSharesMember 2026-01-01 2026-03-31 0002065636 ck0002065636:UnvestedSharesMember 2026-01-01 2026-03-31 0002065636 us-gaap:MemberUnitsMember 2025-01-01 2025-03-31 0002065636 ck0002065636:NewConstructionMember 2025-01-01 2025-03-31 0002065636 ck0002065636:ExistingInfrastructureMember 2025-01-01 2025-03-31 0002065636 ck0002065636:OtherMember 2025-01-01 2025-03-31 0002065636 us-gaap:OperatingSegmentsMember 2025-01-01 2025-03-31 0002065636 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0002065636 us-gaap:NoncontrollingInterestMember 2025-01-01 2025-03-31 0002065636 us-gaap:RestrictedStockMember 2026-02-12 2026-03-31 0002065636 us-gaap:RestrictedStockMember us-gaap:IPOMember 2026-02-12 2026-03-31 0002065636 us-gaap:EmployeeStockOptionMember 2026-02-12 2026-03-31 0002065636 us-gaap:RestrictedStockMember 2026-12-23 0002065636 ck0002065636:RobersonWaiteElectricMember us-gaap:SubsequentEventMember 2026-04-30 2026-04-30 0002065636 us-gaap:RestrictedStockUnitsRSUMember ck0002065636:SolvEnergyHoldingsLlcMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MemberUnitsMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:RetainedEarningsMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:NoncontrollingInterestMember 2025-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:AdditionalCUnitsMember 2023-12-31 0002065636 us-gaap:RestrictedStockUnitsRSUMember ck0002065636:SolvEnergyHoldingsLlcMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:RetainedEarningsMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:NoncontrollingInterestMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MemberUnitsMember 2024-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:NoncontrollingInterestMember 2022-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:RetainedEarningsMember 2022-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MemberUnitsMember 2022-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember 2022-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:PerformanceVestedUnitsMember 2022-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:MOICVestedUnitsMember 2022-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember ck0002065636:TimeVestedUnitsMember 2022-12-31 0002065636 us-gaap:RestrictedStockUnitsRSUMember ck0002065636:SolvEnergyHoldingsLlcMember 2022-12-31 0002065636 us-gaap:RestrictedStockUnitsRSUMember ck0002065636:SolvEnergyHoldingsLlcMember 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MemberUnitsMember 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:RetainedEarningsMember 2023-12-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:NoncontrollingInterestMember 2023-12-31 0002065636 ck0002065636:PerformanceVestedMember 2025-12-31 0002065636 ck0002065636:AdditionalCUnitsMember 2025-12-31 0002065636 ck0002065636:MoicVestedMember 2025-12-31 0002065636 ck0002065636:TimeVestedMember 2025-12-31 0002065636 ck0002065636:TimeVestedMember 2026-03-31 0002065636 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0002065636 us-gaap:RetainedEarningsMember 2026-03-31 0002065636 us-gaap:ParentMember 2026-03-31 0002065636 us-gaap:NoncontrollingInterestMember 2026-03-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:NoncontrollingInterestMember 2026-03-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:RetainedEarningsMember 2026-03-31 0002065636 ck0002065636:SolvEnergyHoldingsLlcMember us-gaap:MemberUnitsMember 2026-03-31 0002065636 us-gaap:MemberUnitsMember 2025-03-31 0002065636 us-gaap:NoncontrollingInterestMember 2025-03-31 0002065636 us-gaap:RetainedEarningsMember 2025-03-31 xbrli:shares iso4217:USD xbrli:pure utr:Year iso4217:USD xbrli:shares ck0002065636:Segment
As filed with the Securities and Exchange Commission on May 26
, 2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933

SOLV Energy, Inc.
(Exact name of registrant as specified in its charter)

Delaware

|
  |
4931

|
  |
33-4537250

|

(State or Other Jurisdiction of
Incorporation or Organization)
|
  |
(Primary Standard Industrial
Classification Code Number)
|
  |
(I.R.S. Employer
Identification Number)
|

16680 West Bernardo Drive
San Diego , CA
92127
( 858 ) 251-4888

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Adam Forman
Chief Legal Officer

16680 West Bernardo Drive
San Diego , CA
92127
( 858 ) 251-4888

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Alexander D. Lynch
Ashley J. Butler
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000

|
  |
Marc D. Jaffe
Erika Weinberg
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200

|

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2
of the Exchange Act.

Large accelerated filer |
  |
☐ |
   |
Accelerated filer |
  |
☐ |

Non-accelerated filer |
  |
☒ |
   |
Smaller reporting company |
  |
☐ |

|

|
Emerging growth company |
  |
☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
Subject to Completion, Dated May 26, 2026.
PRELIMINARY PROSPECTUS

14,000,000 Shares
SOLV Energy, Inc.
Class A Common Stock

This prospectus relates to the sale of (i) 7,185,181 shares of Class A common stock of SOLV Energy, Inc. (the “Company”) by ASP Endeavor Investco LP, ASP SOLV Aggregator LP and ASP VIII Alternative Investments Solstice, L.P. (collectively, the “selling stockholders”) and (ii) 6,814,819 shares of Class A common stock by us. We intend to use the net proceeds we receive from this offering to purchase 6,814,819 LLC Interests (as defined herein) (or 7,837,041 LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) from the Continuing Equity Owners (as defined herein), including our Sponsor, directors and, indirectly through the purchase of LLC Interests from Management Holdings (as defined herein), our executive officers (collectively, the “Redeeming Holders”). We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders in this offering. See “Use of Proceeds.”
Our shares of Class A common stock are listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “MWH.” On May 22, 2026, the last reported sale price of our Class A common stock as reported on Nasdaq was $38.44 per share.
We have two classes of common stock outstanding: Class A common stock and Class B common stock. Each share of our Class A common stock entitles its holder to one vote per share and each share of our Class B common stock entitles its holder to one vote per share on all matters presented to our stockholders generally. As of the date of hereof, the Continuing Equity Owners (as defined herein) beneficially own, directly and indirectly, approximately 88.4% of the voting power of our outstanding common stock.
As a result, the Continuing Equity Owners are able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of the Company or substantially all of our assets. See “Management.”
Our organizational structure, commonly referred to as an umbrella partnership-C-corporation, or UP-C structure, provides potential future tax benefits to both SOLV Energy, Inc. and our Continuing Equity Owners. In connection with the IPO (as defined herein) we entered into a Tax Receivable Agreement (as defined herein) with the Continuing Equity Owners and the Blocker Shareholders (as defined herein) that provides for certain cash payments to be made by SOLV Energy, Inc. to such Continuing Equity Owners and the Blocker Shareholders in respect of certain of the future tax benefits received by SOLV Energy, Inc., utilizing cash for the benefit of such holders that otherwise would have been available to us for other uses and for the benefit of all of our stockholders. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”
We are a holding company and our principal asset consists of LLC Interests (as defined herein) representing an aggregate 57.0% economic interest in SOLV Energy Holdings LLC. The remaining 43.0% economic interest in SOLV Energy Holdings LLC is owned by the Continuing Equity Owners through their ownership of LLC Interests.
A wholly-owned subsidiary of SOLV Energy, Inc. is the sole managing member of SOLV Energy Holdings LLC. SOLV Energy, Inc., through the managing member, operates and controls all of the business and affairs of SOLV Energy Holdings LLC and its direct and indirect subsidiaries and, through SOLV Energy Holdings LLC and its direct and indirect subsidiaries, conducts our business.
We are a “controlled company” within the meaning of the Nasdaq rules. See “Our Organizational Structure” and “Management—Controlled Company Status.”

Investing in our Class A common stock involves risks. See “ Risk Factors ” starting on page 24 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

|
   |
Per Share |
  |
   |
Total |
  |

Public offering price
|
   |
$ |
      |
  |
   |
$ |
      |
  |

Underwriting discount (1)
|
   |
$ |
      |
  |
   |
$ |
      |
  |

Proceeds, before expenses, to us
|
   |
$ |
      |
  |
   |
$ |
      |
  |

Proceeds, before expenses, to the selling stockholders
|
   |
$ |
      |
  |
   |
$ |
      |
  |

(1) |
See “Underwriting” for additional information regarding total underwriter compensation.
|

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional 1,022,222 shares of our Class A common stock from us and 1,077,778 shares of our Class A common stock from the selling stockholders, in each case at the public offering price, less the underwriting discounts and commissions.
The underwriters expect to deliver the shares against payment in New York, New York on    , 2026.

Jefferies |
  |
J.P. Morgan |

Prospectus dated    , 2026

Table of Contents

Table of Contents

TABLE OF CONTENTS

|
   |
Page |
  |

PROSPECTUS SUMMARY
|
   |
  |
1 |
  |

THE OFFERING
|
   |
  |
15 |
  |

RISK FACTORS
|
   |
  |
24 |
  |

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
   |
  |
67 |
  |

OUR ORGANIZATIONAL STRUCTURE
|
   |
  |
70 |
  |

USE OF PROCEEDS
|
   |
  |
74 |
  |

DIVIDEND POLICY
|
   |
  |
75 |
  |

CAPITALIZATION
|
   |
  |
76 |
  |

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
|
   |
  |
77 |
  |

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
   |
  |
86 |
  |

BUSINESS
|
   |
  |
110 |
  |

MANAGEMENT
|
   |
  |
128 |
  |

EXECUTIVE AND DIRECTOR COMPENSATION
|
   |
  |
135 |
  |

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
|
   |
  |
155 |
  |

DESCRIPTION OF MATERIAL INDEBTEDNESS
|
   |
  |
166 |
  |

DESCRIPTION OF CAPITAL STOCK
|
   |
  |
168 |
  |

SHARES ELIGIBLE FOR FUTURE SALE
|
   |
  |
174 |
  |

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS OF CLASS A COMMON STOCK
|
   |
  |
177 |
  |

UNDERWRITING
|
   |
  |
181 |
  |

LEGAL MATTERS
|
   |
  |
191 |
  |

EXPERTS
|
   |
  |
191 |
  |

WHERE YOU CAN FIND MORE INFORMATION
|
   |
  |
191 |
  |

INDEX TO FINANCIAL STATEMENTS
|
   |
  |
F-1 |
  |

You should rely only on the information contained in this prospectus or in any free writing prospectus we may specifically authorize to be delivered or made available to you. Neither we, the selling stockholders nor any of the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. Neither we, the selling stockholders nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Class A common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the time of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside the United States : Neither we, the selling stockholders nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States.

i

Table of Contents

ABOUT THIS PROSPECTUS
Certain Definitions
Unless otherwise specified or the context requires otherwise in this prospectus, all references to:

|
• |
  |
“AC” refers to alternating current.
|

|
• |
  |
“American Securities” or “Sponsor” refers to American Securities LLC, a private equity firm, and affiliated funds managed by American Securities.
|

|
• |
  |
“ASPE” refers to ASP Endeavor Acquisition LLC, the parent company of CS Energy.
|

|
• |
  |
“Blocker Companies” refers to SOLV Manager Sub Inc. and SOLV Sub 2 Inc.
|

|
• |
  |
“Blocker Shareholders” refers collectively to the owners of the Blocker Companies prior to the acquisition of the Blocker Companies by SOLV Energy, Inc., who exchanged their interests in the Blocker Companies for shares of our Class A common stock in connection with the consummation of the IPO Transactions, and includes any aggregator vehicle to which such owners contributed such shares of Class A common stock in connection with the consummation of the IPO Transactions.
|

|
• |
  |
“CCGT” refers to combined cycle gas turbine, a type of power plant that uses both a gas turbine and a steam turbine to generate electricity using natural gas.
|

|
• |
  |
“Continuing Equity Owners” refers collectively to direct and indirect holders of LLC Interests and our Class B common stock immediately following consummation of the IPO Transactions, including American Securities, Management Holders and other minority investors and their respective permitted transferees who may exchange at each of their respective options (other than, prior to the Management Elective Redemption Date, Management Holders), in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election, cash or newly-issued shares of our Class A common stock as described in “Certain Relationships and Related Person Transactions—SOLV Energy Holdings LLC Agreements—SOLV Energy Holdings LLC Agreement in Effect Upon Consummation of the IPO Transactions.”
|

|
• |
  |
“CS Energy” refers to CS Energy, LLC and CS Energy Devco, LLC.
|

|
• |
  |
“CS Merger” refers to the merger, on October 7, 2024, of ASPE with SOLV Energy Holdings LLC, pursuant to which SOLV Energy Holdings LLC was the surviving entity.
|

|
• |
  |
“DC” refers to direct current.
|

|
• |
  |
“EBOS” refers to electrical balance of system, which includes wiring, junction boxes, connections and disconnect switches used in solar and battery energy storage projects.
|

|
• |
  |
“EPC” refers to engineering, procurement and construction, a type of contracting where the contractor performs design and engineering services for the project, procures key equipment used in the project and builds the project, such as a solar power plant.
|

|
• |
  |
“FNTP” refers to full-notice-to-proceed and may also be referred to as “NTP” or notice-to-proceed. FNTP/NTP is a mechanism in some EPC contracts which upon enactment, entitles us to proceed with the full scope of work and have an enforceable right to consideration for all costs incurred, subject to the terms and conditions of the underlying contract. Not all EPC contracts have an FNTP/NTP mechanism as the execution of the contract itself constitutes FNTP/NTP.
|

|
• |
  |
“GW” refers to gigawatts, a unit of measurement of electrical power.
|

|
• |
  |
“HVAC” refers to heating, ventilation and air conditioning.
|

|
• |
  |
“IPO” refers to our initial public offering, which we completed on February 12, 2026, and through which we offered and sold 23,575,000 shares of our Class A common stock at a price to the public of
|

ii

Table of Contents

|

$25.00 per share. The gross proceeds to us from the IPO were $589.4 million, before deducting underwriting discounts.
|

|
• |
  |
“IPO Transactions” refers to the reorganizational transactions, the redemption of units held by a minority investor, the IPO and the application of the net proceeds therefrom.
|

|
• |
  |
“kWh” refers to kilowatt hour, the amount of energy produced or consumed in a single hour.
|

|
• |
  |
“LLC Interests” refers to the common units of SOLV Energy Holdings LLC.
|

|
• |
  |
“LNTP” refers to limited-notice-to-proceed agreements, which authorize us to proceed with limited activities on a given EPC contract (e.g., perform initial engineering and site investigation work, procure long lead time equipment) in exchange for a payment that is typically creditable to the overall contract price if the customer uses us to build the project.
|

|
• |
  |
“Management Elective Redemption Date” refers to the earlier to occur of (i) the date upon which American Securities (excluding, for the avoidance of doubt, Management Holdings) owns, directly or indirectly, less than twenty percent (20%) of the aggregate economic interests of the Company and (ii) the third anniversary of the closing of the IPO.
|

|
• |
  |
“Management Holders” refers to the executive officers of SOLV Energy, Inc. and other employees, former employees and other service providers of SOLV Energy, Inc. and its direct and indirect subsidiaries who are limited partners of Management Holdings.
|

|
• |
  |
“Management Holdings” refers to SOLV Energy Management Holdings LP, which is an affiliate of, and controlled by, American Securities.
|

|
• |
  |
“MW” refers to megawatt, a unit of measurement of electric power. In the context of solar energy, MW is generally used to describe the power generating capacity of a solar system.
|

|
• |
  |
“NERC CIP” refers to the North American Electric Reliability Corporation Critical Infrastructure Protection.
|

|
• |
  |
“O&M” refers to operations and maintenance.
|

|
• |
  |
“Offering Transactions” refers to this offering and the application of the use of proceeds therefrom.
|

|
• |
  |
“Original Equity Owners” refers to the direct and indirect owners of LLC Interests prior to the consummation of the IPO Transactions, collectively. Prior to the consummation of the IPO Transactions, SOLV Energy Parent Holdings LP was the sole holder of LLC Interests. As used throughout this prospectus, Original Equity Owners is deemed to include the indirect holders of LLC Interests, including American Securities, certain executive officers, employees and other minority investors.
|

|
• |
  |
“Prior Credit Facilities” refers to the Prior Revolving Credit Facility and the Prior Term Loans. The Prior Credit Facilities were repaid and terminated in connection with the IPO.
|

|
• |
  |
“Prior Holdco Term Loan Credit Agreement” refers to that certain Amended and Restated Credit Agreement, dated as of October 7, 2024, among SOLV Energy Holdings LLC, Wilmington Trust, National Association (or any of its designated branch offices or affiliates), as administrative agent for the secured parties, and the lenders from time to time party thereto, as amended on January 9, 2025 by that certain Amendment No. 1 to Amended and Restated Credit Agreement (“Amendment No. 1 to the Prior Holdco Term Loan Credit Agreement”), among SOLV Energy Holdings LLC, Wilmington Trust, National Association (or any of its designated branch offices or affiliates), as administrative agent for the secured parties, and the lenders from time to time party thereto.
|

|
• |
  |
“Prior Revolving Credit Facility” refers to the $90,000,000 revolving credit facility available under that certain Credit Agreement, dated as of December 23, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among SOLV Energy Acquisition LLC, SOLV Energy Parent LLC (f/k/a AS Renewable Technologies Intermediate LLC), SOLV Energy
|

iii

Table of Contents

|

Intermediate Holdings LLC (f/k/a AS Renewable Technologies Intermediate II LLC), the lenders party thereto and KeyBank National Association, as administrative agent. The Prior Revolving Credit Facility was terminated in connection with the IPO.
|

|
• |
  |
“Prior Term Loans” refers to (i) the initial term loans made to SOLV Energy Holdings LLC pursuant to the Prior Holdco Term Loan Credit Agreement, in an original principal amount of $373,687,500, and (ii) the incremental term loans made to SOLV Energy Holdings LLC pursuant to Amendment No. 1 to the Prior Holdco Term Loan Credit Agreement, in an original principal amount of $32,500,000. In connection with the IPO, the Prior Term Loans were repaid in full.
|

|
• |
  |
“PV” refers to photovoltaic, i.e., the conversion of light into electricity using semiconducting materials, such as solar cells.
|

|
• |
  |
“Revolving Credit Facility” refers to the $200.0 million senior secured revolving credit facility available under that certain Credit Agreement, dated as of February 12, 2026, by and among SOLV Energy Acquisition LLC, SOLV Energy Intermediate Holdings LLC, the lenders party thereto and KeyBank National Association, as administrative agent, which facility matures on February 12, 2031.
|

|
• |
  |
“SCADA” refers to supervisory control and data acquisition.
|

|
• |
  |
“SOLV,” the “Company,” “our company,” “we,” “us” and “our” refer to SOLV Energy, Inc. and its subsidiaries, including SOLV Energy Holdings LLC.
|

|
• |
  |
“SOLV Energy Holdings LLC Agreement” refers to SOLV Energy Holdings LLC’s amended and restated limited liability company agreement.
|

|
• |
  |
“SOLV Manager” refers to SOLV Manager Sub Inc., a wholly-owned subsidiary of SOLV Energy, Inc. and the sole managing member of SOLV Energy Holdings LLC and through which SOLV Energy, Inc. controls the business and affairs of SOLV Energy Holdings LLC and its direct and indirect subsidiaries.
|

|
• |
  |
“Swinerton” refers to Swinerton Incorporated, our former parent.
|

|
• |
  |
“T&D” refers to transmission and distribution.
|

|
• |
  |
“Tax Receivable Agreement” refers to the Tax Receivable Agreement, dated February 10, 2026, entered into by and among SOLV Energy, Inc., SOLV Energy Holdings LLC, the Continuing Equity Owners, the Blocker Shareholders and the other persons from time to time that may become a party thereto (collectively, the “TRA Participants”) in connection with the IPO, pursuant to which, among other things, SOLV Energy, Inc. is required to pay to the TRA Participants 85% of the tax benefits, if any, that it realizes, or is deemed to realize, as a result of certain tax attributes covered by the Tax Receivable Agreement as described in the section titled “Certain Relationships and Related Person Transactions” included elsewhere in this prospectus.
|

Presentation of Financial Results
This prospectus includes historical consolidated financial information and other data for SOLV Energy Holdings LLC, which is the accounting predecessor of SOLV Energy, Inc. Accordingly, this prospectus contains the following historical financial statements:

|
• |
  |
SOLV Energy, Inc. Other than (i) the balance sheet, dated as of December 31, 2025, and (ii) the condensed consolidated financial information for the three months ended March 31, 2026, the historical financial information of SOLV Energy, Inc. is not included in this prospectus as it had no business transactions or activities prior to the consummation of the IPO Transactions and had no assets or liabilities during the periods presented in this prospectus.
|

|
• |
  |
SOLV Energy Holdings LLC. SOLV Energy Holdings LLC is the accounting predecessor, and the surviving entity, of the CS Merger. Due to the common control ownership of SOLV Energy Holdings LLC, CS Energy, LLC and CS Energy Devco, LLC since 2021, the historical financial information of
|

iv

Table of Contents

|

SOLV Energy Holdings LLC was recast similar to the pooling of interest method and retrospectively adjusted for all periods presented to reflect the combined results of operations, financial position, and cash flow of both entities as if the merger had occurred at the earliest period presented, January 1, 2023.
|

Except as noted in this prospectus, the unaudited pro forma financial information of SOLV Energy, Inc. presented in this prospectus has been derived from the application of pro forma adjustments to the historical consolidated financial statements of SOLV Energy Holdings LLC as the predecessor of SOLV Energy, Inc. These pro forma adjustments give effect to the IPO Transactions and the Offering Transactions as if all such transactions had occurred on January 1, 2025 in the case of the unaudited pro forma condensed consolidated statements of operations data, and as of March 31, 2026 in the case of the unaudited pro forma condensed consolidated balance sheet data. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus. References to the “Pro Forma Fiscal Year Ended December 31, 2025” refer to the pro forma financial information derived from or presented in the “Unaudited Pro Forma Condensed Consolidated Financial Information” for the year ended December 31, 2025 and references to the “Pro Forma Three Months Ended March 31, 2026” refer to the pro forma financial information derived from or presented in the “Unaudited Pro Forma Condensed Consolidated Financial Information” for the three months ended March 31, 2026.
Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.
Non-GAAP Financial Measures
This prospectus contains certain financial measures that are not required by or prepared in accordance with GAAP, including EBITDA and Adjusted EBITDA. We refer to these measures as “non-GAAP financial measures.” See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Financial Measures” for our definitions of these non-GAAP financial measures, information about how and why we use these non GAAP financial measures and a reconciliation of each of these non-GAAP financial measures to its most directly comparable financial measure calculated in accordance with GAAP.
Trademarks and Trade Names
We own or have the rights to use various trademarks, trade names, service marks and copyrights, including the following: SOLV, SOLV ENERGY, SUNSCREEN, VITALS and various logos used in association with these terms. Solely for convenience, any trademarks, trade names, service marks or copyrights referred to or used herein are listed without the applicable © , ® or ™ symbol, but such references or uses are not intended to indicate, in any way, that we, or the applicable owner, will not assert, to the fullest extent under applicable law, our or their, as applicable, rights to these trademarks, trade names, service marks and copyrights. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Other trademarks, trade names, service marks or copyrights of any other company appearing in this prospectus are, to our knowledge, the property of their respective owners.
Market and Industry Information
Unless otherwise indicated, market data and industry information used throughout this prospectus is based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the

v

Table of Contents

extent available, upon independent industry surveys and publications and other publicly available information prepared by a number of sources, including the National Renewable Energy Laboratory (“NREL”), Engineering News-Record, Bloomberg New Energy Finance (“BNEF”), Wood Mackenzie, Solar Power World, Berkeley Lab, Dodge Construction Network, the U.S. Energy Information Administration (“EIA”), and the Bureau of Labor Statistics. References to the capital, operating and maintenance costs of a solar plus storage project from NREL are based on a 100 MW dc with single-axis tracking and a 60MW/240MWh battery storage system. From time to time, these sources may change their input information or methodologies, which may change the related results. While we believe the estimated market position, market opportunity and market size information included in this prospectus is generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Other market data and industry information is based on management’s knowledge of the industry and good faith estimates of management. All of the market data and industry information used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

vi

Table of Contents

PROSPECTUS SUMMARY
This summary highlights certain significant aspects of our business and this offering. This is a summary of information contained elsewhere in this prospectus, is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, including the information presented under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and the consolidated financial statements and the notes thereto, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties.
Our Company
We are a leading provider of infrastructure services to the power industry, including engineering, procurement, construction, testing, commissioning, operations, maintenance and repowering. We have constructed more than 500 power plants representing over 21 GW dc of generating capacity since we were founded in 2008, and we currently provide, or are under contract to provide, O&M services under long-term agreements to 155 operating power plants representing nearly 22 GW dc of generating capacity. Engineering News Record ranks us the second largest solar contractor in the United States and the fifth largest contractor in power overall, based on 2024 and 2025 revenues, respectively. We also believe we are a leading builder of high-voltage substations in the southwestern United States.
We specialize in designing, building and maintaining utility-scale solar and battery storage projects with capacities of 200 MW dc and larger and related T&D infrastructure. We built one in every nine MWs of utility-scale solar projects constructed in the United States from 2014 to 2024 and were the second largest builder of battery energy storage systems in 2024 according to Solar Power World. We are the second largest provider of O&M services to existing utility-scale solar energy projects in the Americas based on the number of MW dc managed in 2024 according to Wood Mackenzie.
Demand for new generation capacity and related infrastructure services is growing rapidly in the United States. The combination of growth in the number and capacity of data centers, manufacturing reshoring, increasing use of HVAC caused by more extreme weather, electrification of industrial processes and retirement of existing coal-fired generation facilities are resulting in rapid load growth that cannot be met by existing generation capacity. According to Wood Mackenzie, an average of 65 GW ac of new generation capacity will be constructed annually in the United States from 2025 through 2034 which is nearly double the prior ten-year period’s average. Solar and battery storage projects will account for 66% of the capacity added from 2025 through 2034 compared with 42% over the prior ten year period, according to Wood Mackenzie. Solar and battery storage are increasing as a percentage of new generation because they are easier to permit, use equipment that is more readily available, deliver a lower levelized cost of energy and are faster to build than competing forms of power generation such as gas and nuclear. As of March 31, 2026, we had total backlog of approximately $8.2 billion. Our revenue in future periods may differ from the amounts in our backlog due to contract changes or terminations and other factors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Backlog” for a discussion of our backlog.
Our customers include project developers, independent power producers and utilities. Our new construction projects are typically executed over 12 to 18 months pursuant to one or more LNTP agreements followed by a lump sum EPC contract. Under LNTP agreements, our customers pay us to perform initial engineering and site investigation work, procure long lead time equipment and begin initial mobilization of our workforce and equipment, the results of which we use to refine our price to construct the project. LNTP agreements significantly reduce our risk because they allow us to identify unforeseen costs and incorporate them into our price prior to entering into the EPC contract. Our customers also benefit from LNTP agreements because they reduce the probability that there will be unforeseen change orders or delays during construction. See “Business—Customer Contracts—EPC Services” for a discussion of our EPC contracting process and typical provisions.

1

Table of Contents

We provide O&M services pursuant to long-term contracts that typically obligate the customer to pay us a fixed fee for operations and routine preventative maintenance and additional fees for corrective maintenance on a time and materials basis. Since January 2022, we have generated annual corrective maintenance revenues equal to 70% to 90% of the amount our customers pay us in fixed fees for operations and preventative maintenance services. Our O&M contracts typically have a minimum term of five years and renew automatically for successive one-year periods at the end of the initial term. When a customer enters into an O&M agreement with us, they typically give us operational control of their power plants which we manage through a NERC-registered medium impact control center located in our San Diego headquarters. Our control center enables us to provide our customers remote monitoring, diagnostic and dispatch capabilities on a 24/7 basis, utilizing real-time data to remotely detect plant performance issues, identify targeted solutions and dispatch field technicians for repair and maintenance services. Our control center captures an aggregate of approximately 2 million data points per second across all of the power plants that we manage. We use this data to improve our construction methods, make better equipment selections and gain insights into ways to improve uptime and increase energy generation for our customers. Many of our customers that use us to build new power plants also use our O&M services. See “Business—Customer Contracts—O&M Services” for a discussion of our O&M contracting process and typical provisions.
We are headquartered in San Diego, California and have 14 additional locations across the United States. We operate a NERC CIP compliant control center in our San Diego headquarters that we use to monitor and manage the operations of our customers’ power plants. As of March 31, 2026, we employed approximately 2,007 team members specializing in engineering, project management, electrical systems, safety and compliance, innovation and technology, business development, marketing, finance, human resources and talent development. We are a licensed contractor in 41 states, have approximately 1,219 employees in the field and are authorized to operate in all 48 states within the continental United States. Our employees collaborate across diverse scopes of work, resulting in continuous improvement, enhanced communication and greater efficiency that creates value for our customers.
We were founded in 2008 as Swinerton Renewable Energy (“SRE”) and operated as a division of Swinerton Builders, one of the largest employee-owned commercial construction firms in the U.S. and a wholly-owned subsidiary of Swinerton. We were acquired by American Securities in December 2021, along with SOLV, Inc., a subsidiary we formed in 2012 to provide operating and maintenance services to both in-house and third-party power plants. Following our acquisition by American Securities, SRE and SOLV Inc. were rebranded as SOLV Energy. In October 2024, we merged with CS Energy, LLC, a leading provider of EPC services for solar and battery storage focused on the East and Southeast regions of the United States.
Our Lifecycle Approach
We offer an integrated suite of services to meet the needs of our customers throughout the entire lifecycle of their projects, from initial design through operation. Our services for new projects include engineering, equipment procurement, construction, testing and commissioning. We generally refer to these services as “EPC services.” Our services for existing projects include monitoring, preventative maintenance, corrective maintenance, upgrading and repowering. We generally refer to these services as “O&M services” and the combination of EPC and O&M services as our “lifecycle approach.” We believe we are the only top five EPC that offers O&M services at scale and the only top five O&M services provider that offers EPC services at scale. We have designed our service offering with the goal of becoming a long-term partner to our customers who creates value for them throughout the life of their projects. We believe our lifecycle approach enables us to:

|
• |
  |
Demonstrate value-add to customers by increasing their revenue potential and reducing their O&M costs, rather than just minimizing initial construction cost. Under our lifecycle approach, we work with our customers to design their projects, select equipment and integrate the systems on site to maximize energy generation and minimize unnecessary maintenance. We also seek to provide ongoing O&M services
|

2

Table of Contents

|

after the project is operational to ensure it delivers peak performance. Our competitors who only provide construction services do not have the long-term operating data that we have access to through our O&M services so we do not believe they can offer the same insights into project design, equipment selection and system integration that we can. Our competitors who only provide O&M services are limited in their ability to influence the performance of a project because they do not play a role in designing the project or selecting the equipment used in it like we do.
|

|
• |
  |
Bring our customers capabilities that “O&M only” companies cannot. Through our new construction business, we have significant resources, including more than 1,200 craftworkers and technicians in the field, and a fleet of approximately 960 vehicles and trucks and more than 196 pieces of earthmoving and other heavy equipment. We use these resources to provide services to our O&M customers that we believe most “O&M only” companies are unable to self-perform, including repairing major damage from weather events such as hailstorms, hurricanes and tornadoes; performing major equipment upgrades; expanding sites to add incremental generation capacity or battery storage; and repowering.
|

|
• |
  |
Generate long-term, recurring revenues. Our lifecycle approach creates recurring revenues through multi-year O&M agreements and related corrective maintenance work on both the power plant and its transmission infrastructure. Since January 2022, we have generated annual corrective maintenance revenues equal to 70% to 90% of the amount our customers pay us in fixed fees for operations and preventative maintenance services. Our O&M contracts have a minimum term of five years and typically renew automatically at the end of the term for successive one year terms.
|

|
• |
  |
Create incumbency that makes it difficult for our competitors to displace us. Solar energy and battery storage projects have useful lives of 35 years and 20 years, respectively, according to the EIA, and a power plant’s interconnection can be renewed indefinitely. Our lifecycle approach creates continuous interaction with our customers and their projects, which gives us knowledge of their facilities and operations that no other service providers have. We have maintained an on-site presence at some of our customers projects since we began offering O&M services. Continuous interaction with our customers and their sites creates incumbency that we believe makes it difficult for our competitors to displace us.
|

|
• |
  |
Identify new business opportunities our competitors may never see. We remotely monitor and have a constant on-site presence at, or have our service technicians routinely visit, all of the power plants we manage. Our continuous interaction with our customers’ projects allows us to identify maintenance, expansion and repowering opportunities at their sites that our competitors may never see.
|

|
• |
  |
Maximize our revenue potential from each project. According to NREL, the average owner of a utility-scale solar plus battery storage project will spend $0.82 per watt dc on EPC services, $0.20 per watt dc on preventative maintenance and $0.07 per watt dc on corrective maintenance and $0.10 per watt dc on inverter replacement over its 35 year life. An owner of a utility-scale solar plus battery storage project will also spend $0.07 per watt dc on asset management and $0.37 per watt dc on battery augmentation according to NREL which are not services that we currently provide. We believe our lifecycle approach enables us to maximize our revenue potential from every project we build by providing services throughout the project’s entire lifecycle.
|

|
• |
  |
Leverage long-term operating data to improve construction methods, make better equipment selections, improve uptime and increase energy generation. Our control center captures approximately two million data points per second on every power plant that we manage. We have accumulated more than 50 terabytes of operating data across the power plants we monitor through our proprietary Vitals O&M analytics platform, which we believe represents one of the largest repositories of operating data on solar and battery storage projects in the world. We use the operating data that we have gathered to improve our construction methods and make better equipment selections as well as gain insights into ways to improve uptime and increase energy generation for our customers.
|

3

Table of Contents

Our Market Opportunity
New Construction. Demand for our EPC services is driven primarily by investment in solar and battery storage projects with capacities of 200 MW dc and larger in the United States. According to NREL, average EPC costs are approximately $0.64 per watt dc for standalone solar projects, $0.24 per watt ac for standalone battery storage projects and $0.82 per watt dc for solar plus storage projects (“hybrids”). Assuming constant average selling prices, annual investment in utility-scale solar, storage and hybrid projects with capacities of 200 MW and greater is forecast to grow 12.1% from 2026 to 2031, representing a compound annual growth rate of 2.3% according to Wood Mackenzie. Key drivers of continued growth in investment in solar and battery storage projects include:

|
• |
  |
Unprecedented load growth that is creating an urgent need for new generation. Annual electricity consumption in the United States will grow 28% from 2024 to 2034 compared with only 5% over the prior ten year period from 2014 to 2024 according to Wood Mackenzie and the EIA. Demand for power is growing rapidly as more data centers are constructed; businesses move manufacturing operations back to the United States; more extreme temperatures cause businesses and consumers to use more HVAC; and more commercial and industrial processes are electrified. For example, real annualized investment in manufacturing facilities and data centers has been nearly three times the 1993 to 2020 average since October 2023 according to the U.S. Census Bureau.
|

|
• |
  |
Insufficiency of existing and planned fossil generation to meet demand . Peak electricity demand in the United States is expected to increase by 91 GW ac from 2025 to 2030 according to Wood Mackenzie. Wood Mackenzie estimates that ramping up the existing fossil generation fleet and planned new gas generation can only provide 37 GW ac of incremental capacity, net of retirements, over the same period. As a result, meeting the remaining 54 GW ac of peak electricity demand will require other types of generation, including solar, wind and storage. For example, meeting 54 GW ac of peak electricity demand with just solar could require approximately 300 GW dc of solar projects assuming an average capacity accreditation of 23% and a DC-to-AC ratio of 0.77.
|

|
• |
  |
Shorter construction timelines and equipment lead times compared to other forms of generation. Utility-scale solar energy projects with capacities of 200 MW dc and larger can typically be constructed in 18 months or less, which compares to approximately four years and nine years for natural gas-fired and nuclear power plants, respectively, according to BNEF. The lead time required for new natural gas-fired generation may also grow in the future as several major gas turbine manufacturers have reported multi-year order backlogs and sold out capacity. For example, the lead time for a new gas turbine is over five years while the lead times for solar modules, trackers and inverters are less than six months according to Wood Mackenzie. The shorter lead times required to bring new solar energy and battery storage projects online make them an attractive source of new generation capacity in regions with accelerating load growth.
|

|
• |
  |
Corporate offtakers’ preference for carbon-free power. According to Wood Mackenzie, 62% of power purchase agreements (“PPAs”) in the United States in 2024 and the first half of 2025 were signed with corporate offtakers and 90% of those PPAs were with wind and solar projects. Data center offtakers who, according to Wood Mackenzie, are expected to account for approximately 63% of the increase in electricity consumption from 2025 to 2034, prefer carbon free power which is underscored by the commitment of the top 10 data center owners in the United States to use 100% carbon-free power according to BNEF.
|

|
• |
  |
Lower cost and less environmental impact than natural gas-fired generation . Wood Mackenzie estimates that the levelized cost of energy for utility-scale solar with trackers including the investment tax credit (“ITC”); utility-scale solar with trackers excluding the ITC; and hybrids including the ITC for the battery storage system is $56.01, $72.14 and $75.65 per MWh, respectively, which compares with $106.50 per MWh for gas CCGTs. Additionally, the capital cost per megawatt for hybrids increased just 1% from 2020 to 2025, while the capital cost for gas CCGTs increased 43% over the same period according to Wood Mackenzie. Solar energy’s lower levelized cost of energy and capital cost per megawatt, combined with its
|

4

Table of Contents

|

lack of greenhouse gas emissions make it an attractive source of new generation capacity to utilities, corporations and the public when compared to new gas-fired generation. The falling cost of battery technologies is also making it possible for solar to compete with natural gas-fired as economical base load generation in certain areas of the United States.
|

|
• |
  |
Advanced permitting and interconnection. Obtaining approval to connect a new power plant to the grid can take between four and nine years, according to Enverus. As a result, only projects that are currently in the interconnection queue are likely to come online over the next several years. As of November 2025, solar and battery storage projects represented approximately 75% of the generation in the interconnection queue, according to Wood Mackenzie.
|

|
• |
  |
Growing demand for battery storage. Rising power prices and falling system costs have enabled more use cases for battery storage including firming renewables, load shifting, peak shaving, energy arbitrage and deferral of T&D investment. According to Wood Mackenzie, utility-scale battery storage capacity installed will increase from 85 GWh in 2025 to 859 GWh in 2034.
|

|
• |
  |
Retirements of coal-fired generation. Nearly 150 GW ac of coal-fired and other generating capacity representing 11% of the existing generation fleet in the United States as of year-end 2024 is slated to be retired from 2025 through 2034, according to Wood Mackenzie. In most cases, these facilities must be replaced with new power plants to ensure the regions they serve will have adequate power to meet the growing needs of businesses and consumers.
|

|
• |
  |
Inelasticity of power demand. Installations of solar projects have continued to grow even as PPA prices have increased. For example, according to Wood Mackenzie and Berkeley Labs, annual installations of solar projects increased from 7.9 GW dc in 2019 to 41.2 GW dc in 2025 while average solar PPA prices increased from $27.60 per MWh in the first quarter of 2019 to $57.60 per MWh in the second quarter of 2025. We believe that if the cost of constructing solar projects increases after the ITC is no longer available or because of other cost increases, businesses and utilities will be willing to pay higher PPA prices to ensure that they have an adequate supply of power.
|

Existing Infrastructure. Demand for our O&M services is driven primarily by the number and capacity of operating utility-scale solar energy and battery storage projects and their age. Older projects typically require more maintenance, including inverter replacements and battery augmentation. Assuming constant average selling prices, spending on O&M for solar energy and battery storage projects will grow from $2.6 billion in 2026 to $4.4 billion in 2031, representing a compound annual growth rate of 10.5%, according to Wood Mackenzie and NREL. Key drivers supporting continued growth in demand for O&M services include:

|
• |
  |
Rapidly growing installed base. According to Wood Mackenzie, the capacity of operating utility-scale solar energy and battery storage projects in the United States will increase from 165 GW dc and 29 GW ac at the end of 2024 to 491 GW dc and 207 GW ac at the end of 2034, respectively, representing compound annual growth rates of 11.5% and 21.8%, respectively. As the total capacity of solar energy and battery storage projects in operation increases, so will spending on O&M services. Wood Mackenzie forecasts $41 billion of cumulative spend on O&M services for utility-scale solar energy and battery storage projects in the United States from 2025 to 2034.
|

|
• |
  |
Aging fleet that will require increasing levels of maintenance. According to Wood Mackenzie, 35 GWac and 150 GWac of solar energy and battery storage projects will be more than ten years old by the end of 2029 and 2034, respectively, compared to only 9 GW ac at the end of 2024, and 9 GW ac and 35 GW ac of solar energy and battery storage projects will be more than 15 years old by the end of 2029 and 2034, respectively, compared to less than 1 GW ac at the end of 2024. Most solar energy and battery storage projects require major maintenance following their tenth year of operation, including inverter replacements and battery augmentation. As the installed base of solar and battery storage projects ages so will spending on corrective maintenance to address equipment failures.
|

5

Table of Contents

|
• |
  |
Increasing return on investment from repowering. Owners of existing solar energy projects can increase their revenues by adding battery storage, replacing existing solar modules with newer models that generate more power and upgrading inverters to high efficiency models. We believe that rising power prices, falling battery prices and increasing equipment performance make repowering more attractive as projects age. From 2020 to 2024, the average wholesale power price in the United States increased 45%, while the average price per kWh for lithium-ion stationary batteries decreased nearly 30% and the average efficiency of a solar module increased 14% according to the EIA and BNEF.
|

The total spending on EPC and O&M services for solar and battery storage projects is forecast to grow at a compound annual growth rate of 3.7%, assuming constant prices from NREL, according to Wood Mackenzie. We believe prices for EPC and O&M services will increase over time as a result of wage and other inflation which would increase the rate of growth in total spending. According to the Bureau of Labor Statistics, the mean wage growth for construction and extraction occupations was 4.3% and 6.6% annually from 2020 to 2024 and 2022 to 2024, respectively.
Our Strengths
We believe the following strengths position us to capitalize on continued growth in demand for the services we provide, reinforce our leadership position in the markets we focus on, and differentiate us from our competitors:

|
• |
  |
Long history, large scale and market leadership. We have been building, operating and maintaining solar energy projects continuously for over 15 years. We have constructed more than 500 power plants across 35 states. We built one in every nine MWs of utility-scale solar projects constructed in the United States from 2014 to 2024 according to Solar Power World and we are one of a small number of companies that has completed multiple 200 MW dc and larger projects. We were the second largest builder of battery storage systems in 2024 according to Solar Power World, and we are the second largest independent provider of O&M services to solar energy projects in the Americas based on the number of MW dc managed in 2024 according to Wood Mackenzie. We believe our long history, large scale and market leadership give us several advantages over our smaller competitors with less operating history, including:
|

|
• |
  |
giving prospective customers confidence that we have the financial and operational resources to complete large, complex projects;
|

|
• |
  |
being recognized by our customers’ lenders as a “bankable” service provider that reduces execution and operational risk, which we believe translates to better financing terms for our customers;
|

|
• |
  |
giving us the experience and operating data to accurately price risk;
|

|
• |
  |
obtaining preferential terms from equipment suppliers;
|

|
• |
  |
making it easier to attract and retain talented employees;
|

|
• |
  |
benefiting from proprietary means and methods developed over millions of hours of experience building and maintaining projects;
|

|
• |
  |
giving us the financial strength to make investments in construction equipment such as pile drivers, boring machines, deep foundation drills, trenchers and customized solar production equipment that give us operational advantages; and
|

|
• |
  |
reducing the risk that any single project or conditions in a particular region of the country pose to our financial performance.
|

|
• |
  |
Lifecycle approach that differentiates us from our competitors, creates recurring revenues and maximizes our revenue potential from each project. We believe we are the only top five EPC that also
|

6

Table of Contents

|

offers O&M services at scale and the only top five O&M services provider that also offers EPC services at scale. We believe providing both EPC and O&M services differentiates us from our competitors that only provide EPC services because customers see us as a long-term partner that can add value to their operations throughout the entire lifecycle of their projects rather than a contractor for a particular job. Providing both EPC and O&M services also allows us to create recurring revenues and maximize our revenue potential from every project we build because we can generate revenue from our customers every year over the entire life of their projects. We believe that the owners of the nearly 22 GW dc of projects that we managed as of March 31, 2026 will spend nearly $8.1 billion on O&M services over the life of their projects based on NREL’s estimates for preventative maintenance, inverter replacements and corrective maintenance.
|

|
• |
  |
Industry-Leading O&M Capabilities. We have developed a comprehensive set of O&M capabilities that enable us to serve the needs of owners after their power plants commence operations, including a NERC-registered medium impact operations center that provides 24/7 monitoring and control for power plants, a team of over 190 field service technicians that are authorized to perform warranty work on most major brands of equipment used by our customers and a proprietary software platform called Vitals that integrates with our customers’ SCADA systems to provide real-time system performance information. The number of GWs that we manage has more than doubled from 9 GW dc at the end of 2020 to nearly 22 GW dc as of March 31, 2026, underscoring the strength of our O&M capabilities.
|

|
• |
  |
Contracting process that minimizes construction risk through LNTP agreements. We typically engage with customers on new construction projects by entering into an initial LNTP agreement pursuant to which the customer pays us for engineering and site investigation work, including in depth soil and foundation pile testing. The initial LNTP agreement allows us to thoroughly evaluate site conditions and incorporate them into our price for the project. Following the initial LNTP agreement, we typically enter into additional LNTP agreements for procurement of long-lead time equipment and initial site mobilization before we enter into a lump sum EPC contract with our customer. When an LNTP agreement includes procurement of long-lead equipment and materials, our customers prepay us for the required deposits. LNTP agreements significantly reduce our risk because they allow us to identify unforeseen costs and incorporate them into our price prior to entering into the EPC contract. Our customers also benefit from LNTP agreements because they reduce the probability that there will be unforeseen change orders or delays during construction.
|

|
• |
  |
Direct beneficiary of accelerating load growth and the retirement of fossil generation. The consumption of power in the United States is forecast to grow 28% from 2024 through 2034 which compares with only 5% over the prior 10-year period from 2014 to 2024 according to Wood Mackenzie and the EIA. At the same time, more than 11% of the existing generation fleet in the United States as of year-end 2024 is slated to be retired from 2025 through 2034 according to Wood Mackenzie. The combination of growing demand for power coupled with the large number of fossil generation retirements has created increasing demand for new generation capacity. According to Wood Mackenzie, the average amount of new solar and battery storage capacity constructed annually in the U.S. from 2025 to 2034 will triple to 43 GW ac per year compared to the prior 10-year period and represent $518 billion of investment and 66% of all new generation constructed over the period. We believe increasing demand for power, fossil generation retirements and the large proportion of new generation that is expected to be solar and battery storage projects will result in growing demand for our services.
|

|
• |
  |
Longstanding relationships with leading independent power producers, utilities and developers. We strive to build long-term relationships with large customers that make significant investments in new power plants every year. We generated the majority of our 2025 revenues from jobs for clients that were also clients during the past three years and the average length of our relationship with our top 10 clients in 2025 was four years. Additionally, we have dedicated teams of technicians that are co-located at many of our clients’ facilities to assist with the operation and maintenance of their power plants, further embedding us with our customers.
|

7

Table of Contents

|
• |
  |
Economies of scale in O&M services. Most preventative maintenance of solar and battery storage projects is undertaken by technical service teams that travel from site-to-site on a route. The denser their route, measured by the number of projects in close proximity to one another, the more revenue the service team will generate for each hour they work. As of March 31, 2026, we provide, or are under contract to provide, preventative maintenance services to 155 power plants which has allowed us to create optimized routes that maximize the revenue we generate from each hour worked by our service employees. Additionally, we believe we have greater economies of scale than many large independent power producers that have in-house O&M organizations because we service a larger fleet than they operate.
|

|
• |
  |
Comprehensive risk management. We have developed a comprehensive risk management system that is designed to ensure our projects achieve their target margins. To ensure we accurately estimate project costs, we employ cross-functional teams that collaborate on each project to develop project-specific pricing and execution strategies. We validate our pricing and de-risk our target margins by entering into one or more LNTP agreements with our customers. We seek to further manage our risk by including standard provisions in all our EPC contracts that limit our risk, conducting rigorous reviews of all agreements and requiring senior management approval before contracts are signed. We monitor our performance against our targets through daily, weekly and monthly reviews of all projects by our senior management team. We also routinely conduct independent reviews of operational projects for quality and safety.
|

|
• |
  |
Strong free cash flow generation. We prioritize free cash flow generation. Elements of our business model that allow us to generate strong free cash flow include our contract structure which requires our customers to make upfront deposits on long-lead equipment and materials prior to us beginning work and incurring costs; payment terms that obligate our customers to make monthly progress payments; modest capital expenditures as a percentage of our revenues; and a low level of debt which keeps our cash interest cost low. For the twelve months ended March 31, 2026, we generated $325.7 million of net cash provided by operating activities which was equivalent to 81.4% of our Adjusted EBITDA for the period.
|

|
• |
  |
Culture of innovation that prioritizes tech-enablement. We believe that integrating technology with business processes enhances efficiency, quality, predictability and customer experience. Over the past decade, we have developed several market-leading technology solutions, including Sunscreen, a proprietary software solution we developed to manage solar energy projects, and Vitals, our proprietary O&M analytics platform. Sunscreen allows project teams to track construction progress online, offering clients near real-time status updates. Vitals detects and diagnoses asset-level issues in real-time, enabling customers to act quickly and maximize uptime. Our management team believes, based on their experience in the industry, that we have also been at the forefront in process automation and optimization through our internally developed data analytics platform; use of robotics in the field; aerial drones; and AI-based image processing.
|

|
• |
  |
Experienced management team with long tenures in the construction and power industries . Our management team has an average of more than 25 years of experience, including in high performing EPC and O&M services and power generation businesses. They are experts at managing large and diverse workforces to deliver generation projects on-time and on-budget while operating safely. We have a team-oriented culture and encourage candor from our employees, which we believe helps us to succeed and drive operational excellence. We believe that operating with purpose, passion and creativity benefits our clients, stakeholders and employees as well as the communities where we operate.
|

Our Growth Strategy
We have developed a series of interrelated strategies designed to maximize our growth potential, including:

|
• |
  |
Continuing to increase new construction market share. As solar energy projects grow larger and more complex, we believe large EPCs, such as ourselves, are well-positioned to increase our share of the market.
|

8

Table of Contents

|

From 2014 to 2024, the average size of a planned solar energy project increased more than five times from 20 MW ac to 112 MW ac according to the EIA and approximately 59% of the MWs installed from 2026 to 2031 are forecast to be projects with capacities of 200 MW dc or more according to Wood Mackenzie. At the same time, there are fewer and fewer sites available that are flat, with soils that do not require drilling or specialized foundations, and close to a substation with the capacity to interconnect new resources without upgrades. The greater financial requirements that come with larger projects coupled with increased scope of work required for more challenging sites is making it increasingly difficult for smaller contractors to compete. Our average annual market share has increased from 9% in the 2011 to 2017 period to 13% in the 2018 to 2024 period according to data from Solar Power World.
|

|
• |
  |
Increasing our presence in the battery storage market . Battery storage is a rapidly growing segment of the power market with annual installations forecast to grow nearly more than ten times from 85 GWh in 2024 to 859 GWh in 2034 according to Wood Mackenzie. Hybrid projects spend approximately 30% more on EPC services per MW of capacity than solar projects. The battery storage capacity we installed has grown by nearly thirty-five times from 132 MWh in 2022 to 4,586 MWh in 2024, and 66% of the jobs we started in 2025 by value were hybrids and 4% were standalone battery storage systems. As of March 31, 2026, over $1.9 billion of our backlog related to solar plus storage and standalone storage projects.
|

|
• |
  |
Growing our revenues from existing infrastructure. O&M services, including preventative and corrective maintenance, equipment upgrades, storm damage work and repowering generate recurring and re-occurring revenues over the life of a project that typically carry higher margins than new construction. Our strategy is to increase the share of our revenue that comes from O&M services by increasing the number of O&M customers that we have. We believe that by focusing on existing infrastructure in addition to new construction, we will be able to grow our revenues faster than our competitors who focus only on new construction as well as reduce the impact of adverse changes in the amount or pace of new construction in any year on our financial results. The cumulative capacity of operating solar and battery storage projects is expected to more than triple from 151 GW ac at the end of 2024 to 580 GW ac at the end of 2034, and our share and the share of the top three independent O&M providers was only 9% and 29%, respectively, according to Wood Mackenzie, underscoring the opportunity we have to grow our revenues from existing infrastructure.
|

|
• |
  |
Expanding into new end-markets. We intend to apply our know-how and capabilities to new end-markets that are experiencing significant growth. According to BNEF, annual investment in transmission and distribution infrastructure in the U.S. is projected to increase from $88 billion in 2025 to $141 billion by 2035, with cumulative investment from 2025 to 2034 projected to be more than $1.1 trillion, while annual data center infrastructure investment, excluding compute, is expected to increase from $41 billion in 2025 to $75 billion by 2030, according to Dodge Construction Network. We are currently evaluating the utility infrastructure and data center markets which we believe may offer both attractive EPC and O&M opportunities. For example, on June 13, 2025, we acquired Spartan Infrastructure, Inc. (“Spartan Infrastructure”), a provider of T&D infrastructure services. Spartan Infrastructure expanded our capability to perform high voltage work on transmission lines and other utility infrastructure. With these expanded capabilities, we believe we will be able to generate additional revenues from T&D work related to solar and battery storage projects as well as compete for utility projects related to the expansion, upgrading or replacement of grid infrastructure.
|

|
• |
  |
Leveraging innovation to improve efficiency and increase margins. We plan to apply data analytics, automation and robotics to streamline processes, reduce labor hours, optimize resource allocation and improve quality. We also have a dedicated team focused on developing and piloting new methods, tools and equipment that reduce labor hours with the goal of increasing our margins and shortening construction timelines.
|

|
• |
  |
Continuing to invest in craft skilled labor. We are a people business that depends on attracting and retaining high quality employees to continue our growth. To ensure we can attract and develop the best
|

9

Table of Contents

|

employees, we are working with trade unions to develop apprenticeship programs for craftsman and technicians and with universities to create internships for engineering students. In 2025, more than 200 apprentices and students gained on-the-job training experience and exposure to our company through our apprenticeship and internship programs. These programs allow us to identify future talent early as well as expose prospective employees to what makes our company and culture attractive in a more comprehensive way than is possible through a traditional recruiting process.
|

|
• |
  |
Making targeted acquisitions. We believe that acquisitions can accelerate our growth by adding capabilities that we do not currently have, creating access to new customers and expanding our geographic footprint. Our strategy is to acquire firms that offer complementary services to our own, operate in attractive markets where we do not currently have a presence and have a track record of strong financial performance and safe operations. For example, in addition to our acquisition of Spartan Infrastructure discussed above, in January 2025 we acquired Sacramento Drilling, Inc. (“SDI”), a provider of specialized foundation drilling services. The acquisition of SDI expanded the services we could offer our customers as well as allowed us to capture incremental margin by self-performing a service that we previously subcontracted to third party providers.
|

Summary of Risk Factors
Investing in our Class A common stock involves a number of risks. The following is a summary of the principal factors that make an investment in our Class A common stock speculative or risky, all of which are more fully described in the section titled “Risk Factors” included elsewhere in this prospectus. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business.

|
• |
  |
A wide range of factors, many that are beyond our control, can impact the timing, performance or profitability of our projects, any of which can result in additional costs to us, reductions or delays in revenues, the payment of liquidated damages by us or project termination;
|

|
• |
  |
Our results of operations, financial condition and other financial and operational disclosures are based upon estimates and assumptions that may differ from actual results or future outcomes;
|

|
• |
  |
Changes in estimates related to revenues and costs associated with our contracts with customers could result in a reduction or elimination of revenues, a reduction of profits or the recognition of losses;
|

|
• |
  |
Backlog may not be realized or may not result in profits and may not accurately represent future revenue;
|

|
• |
  |
The imposition of additional duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments could have a material adverse effect on our business, financial condition and results of operations;
|

|
• |
  |
The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and battery storage specifically could have a material adverse effect on our business, financial condition and results of operations;
|

|
• |
  |
Limitations on the availability or an increase in the price of materials, equipment and subcontractors that we and our customers depend on to complete and maintain projects could have a material adverse effect on our business, financial condition and results of operations;
|

|
• |
  |
We can incur liabilities or suffer negative financial or reputational impacts relating to health and safety matters;
|

|
• |
  |
Disruptions to our information technology systems or our failure to adequately protect critical data, sensitive information and technology systems could have a material adverse effect on our business, financial condition and results of operations;
|

10

Table of Contents

|
• |
  |
Negative macroeconomic conditions and industry-specific market conditions can have a material adverse effect on our business, financial condition and results of operations;
|

|
• |
  |
Projects in our industry can have long sales cycles requiring significant upfront investment of resources which, if they do not result in a project, could adversely affect our business, financial condition and results of operations;
|

|
• |
  |
Regulatory requirements applicable to our industry and changes in current and potential legislative and regulatory initiatives may adversely affect demand for our services;
|

|
• |
  |
We have identified material weaknesses in our internal control over financial reporting, which could result in us failing to detect material misstatements of our consolidated financial statements. If our remediation of the material weaknesses is not effective, or if we otherwise fail to maintain effective internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations, which, in turn, could negatively impact the market value of our Class A common stock;
|

|
• |
  |
Our principal asset is our direct or indirect interest in SOLV Energy Holdings LLC and, as a result, we depend on distributions from SOLV Energy Holdings LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. SOLV Energy Holdings LLC’s ability to make such distributions may be subject to various limitations and restrictions;
|

|
• |
  |
Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the TRA Participants (as defined herein) that will not benefit holders of our Class A common stock to the same extent that it will benefit the TRA Participants; and
|

|
• |
  |
We qualify as a “controlled company,” as defined in Nasdaq listing rules, and, as a result, we qualify for, and may rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such requirements. In addition, our Sponsor’s interests may conflict with our interests and the interests of other stockholders.
|

For a discussion of these and other risks you should consider before making an investment in our Class A common stock, see the section entitled “Risk Factors.”
Summary of the IPO Transactions
SOLV Energy, Inc., a Delaware corporation, was formed on April 1, 2025 and is the issuer of the Class A common stock offered by this prospectus. Prior to the IPO, all of our business operations were conducted through SOLV Energy Holdings LLC and its direct and indirect subsidiaries. Prior to the IPO Transactions, SOLV Energy Parent Holdings LP was the sole holder of common stock of SOLV Energy, Inc. In connection with the IPO, we consummated the following organizational transactions:

|
• |
  |
we amended and restated the limited liability company agreement of SOLV Energy Holdings LLC to, among other things, (i) recapitalize all of the ownership interests in SOLV Energy Holdings LLC into LLC Interests and (ii) appoint a wholly-owned subsidiary of SOLV Energy, Inc. as the sole managing member of SOLV Energy Holdings LLC;
|

|
• |
  |
we amended and restated our certificate of incorporation to, among other things, provide for (i) Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally and (ii) Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, and that shares of our Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees as described in “Description of Capital Stock—Common Stock—Class B common stock;”
|

11

Table of Contents

|
• |
  |
SOLV Energy Parent Holdings LP was liquidated by distributing LLC Interests and nominal cash to the Continuing Equity Owners and merging into SOLV Energy Holdings LLC;
|

|
• |
  |
we acquired, directly and indirectly, LLC Interests held by certain of the Continuing Equity Owners, by means of one or more contributions in exchange for 91,773,571 shares of our Class A common stock;
|

|
• |
  |
we issued 87,141,865 shares of our Class B common stock to the Continuing Equity Owners, which is equal to the number of LLC Interests held by such Continuing Equity Owners, for nominal consideration;
|

|
• |
  |
the Blocker Shareholders contributed their equity interests in the Blocker Companies to SOLV Energy, Inc. in exchange for shares of Class A common stock;
|

|
• |
  |
we issued 23,575,000 shares of our Class A common stock to the purchasers in the IPO (including 3,075,000 shares after the underwriters exercised in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $552.5 million based upon an IPO price of $25.00 per share, less the underwriting discounts and commissions;
|

|
• |
  |
we used the net proceeds from the IPO to purchase 23,575,000 newly issued LLC Interests from SOLV Energy Holdings LLC at a price per unit equal to the IPO price, less the underwriting discounts and commissions;
|

|
• |
  |
we caused SOLV Energy Holdings LLC to use the net proceeds from the sale of LLC Interests to SOLV Energy, Inc. to repay in full approximately $405.6 million of amounts due upon repayment under the Prior Term Loans, and, with respect to the remainder, for general corporate purposes, which could include growth initiatives, including potential merger and acquisition opportunities; and
|

|
• |
  |
we entered into the Tax Receivable Agreement with SOLV Energy Holdings LLC and each of the TRA Participants. For a description of the terms of the Tax Receivable Agreement, see “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”
|

Immediately following the consummation of the IPO Transactions:

|
• |
  |
SOLV Energy, Inc. became a holding company and our principal assets consist of the LLC Interests we acquired directly from SOLV Energy Holdings LLC and directly and indirectly from certain of the Continuing Equity Owners and the Blocker Shareholders;
|

|
• |
  |
our wholly-owned subsidiary became the sole managing member of SOLV Energy Holdings LLC, and, through the managing member, we control the business and affairs of SOLV Energy Holdings LLC and its direct and indirect subsidiaries;
|

|
• |
  |
we owned 115,348,571 LLC Interests of SOLV Energy Holdings LLC, representing approximately 57.0% of the economic interest in SOLV Energy Holdings LLC;
|

|
• |
  |
American Securities (excluding, indirectly, through Management Holdings, but including, directly and indirectly, through the Blocker Shareholders) owned (i) 91,773,571 shares of Class A common stock of SOLV Energy, Inc., representing approximately 46.0% of the combined voting power of all of SOLV Energy, Inc.’s common stock and approximately 79.6% of the economic interest in SOLV Energy, Inc., (ii) directly through American Securities’ ownership of LLC Interests and indirectly through SOLV Energy, Inc.’s ownership of LLC Interests, approximately 73.9% of the economic interest in SOLV Energy Holdings LLC and (iii) 57,838,430 shares of Class B common stock of SOLV Energy, Inc., representing approximately 28.6% (and, together with the 91,773,571 shares of Class A common stock, 73.9%) of the combined voting power of all of SOLV Energy, Inc.’s common stock;
|

|
• |
  |
Management Holdings owned (i) 25,164,146 LLC Interests, representing approximately 12.4% of the economic interest in SOLV Energy Holdings LLC and (ii) 25,164,146 shares of Class B common stock of SOLV Energy, Inc., representing approximately 12.4% of the combined voting power of all of SOLV Energy Inc.’s common stock;
|

12

Table of Contents

|
• |
  |
the Continuing Equity Owners (excluding American Securities and Management Holdings) collectively owned (i) 4,139,289 LLC Interests, representing approximately 2.0% of the economic interest in SOLV Energy Holdings LLC and (ii) 4,139,289 shares of Class B common stock of SOLV Energy, Inc., representing approximately 2.0% of the combined voting power of all of SOLV Energy Inc.’s common stock; and
|

|
• |
  |
the purchasers in the IPO owned (i) 23,575,000 shares of Class A common stock of SOLV Energy, Inc., representing approximately 11.6% of the combined voting power of all of SOLV Energy, Inc.’s common stock and approximately 20.5% of the economic interest in SOLV Energy, Inc., and (ii) through our ownership of LLC Interests, indirectly held approximately 11.6% of the economic interest in SOLV Energy Holdings LLC.
|

For more information regarding the IPO Transactions and our structure, see “Our Organizational Structure.”
Organizational Structure
The diagram below depicts our organizational structure after giving effect to the IPO Transactions.

Notes:

(1) |
Management Holdings is an affiliate of, and controlled by, American Securities. All economic interests in Management Holdings are owned by Management Holders. American Securities does not own any of the economic interests in Management Holdings.
|

13

Table of Contents

(2) |
Excluding Management Holdings.
|

(3) |
SOLV Manager is the sole manager of SOLV Energy Holdings LLC and is able to control all of the business affairs and decision-making of SOLV Energy Holdings LLC without the approval of any other member (other than limited circumstances in which consent or determination of a member or members is required). See “Certain Relationships and Related Party Transactions—SOLV Energy Holdings LLC Agreements—SOLV Energy Holdings LLC Agreement in Effect Upon Consummation of the Transaction.”
|

(4) |
Excluding American Securities and Management Holdings.
|

After giving effect to the IPO Transactions, SOLV Energy, Inc. became a holding company whose principal assets consist of 57.0% of the outstanding LLC Interests of SOLV Energy Holdings LLC. After giving effect to the IPO Transactions, the Continuing Equity Owners owned 43.0% of the outstanding LLC Interests of SOLV Energy Holdings LLC.
Our Sponsor
Based in New York with an office in Shanghai, American Securities is a leading U.S. private equity firm that invests in market-leading North American companies with annual revenues generally ranging from $200 million to $2 billion. American Securities and its affiliates have approximately $23 billion under management as of December 31, 2025.
Corporate Information
SOLV Energy, Inc., the issuer of the Class A common stock, was incorporated in Delaware on April 1, 2025. Our principal executive offices are located at 16680 West Bernardo Drive, San Diego, CA 92127, and our telephone number is (858) 251-4888. Our corporate website address is www.solvenergy.com. Our website and the information contained on or that can be accessed through our website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our Class A common stock.

14

Table of Contents

THE OFFERING

Issuer
|
SOLV Energy, Inc. |

Class A common stock offered by us
|
6,814,819 shares (7,837,041 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full). |

Class A common stock offered by the selling stockholders
|
7,185,181 shares (8,262,959 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full). |

Option to purchase additional shares of Class A common stock
|
The underwriters have an option to purchase up to an additional 1,022,222 shares of our Class A common stock from us and up to an additional 1,077,778 shares of our Class A common stock from the selling stockholders, in each case at the public offering price, less underwriting discounts and commission. The underwriters can exercise this option at any time within 30 days from the date of this prospectus. |

Class A common stock outstanding prior to this offering
|
115,348,571 shares. |

Class B common stock outstanding prior to this offering
|
87,043,055 shares. |

LLC Interests outstanding prior to this offering
|
202,391,626 LLC Interests. |

Class A common stock to be outstanding after this offering
|
122,163,390 shares (123,185,612 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full). |

Class B common stock to be outstanding after this offering
|
80,228,236 shares, representing approximately 39.6% of the combined voting power of all of SOLV Energy, Inc.’s common stock (or 79,206,014 shares, representing approximately 39.1% of the combined voting power of all of SOLV Energy, Inc.’s common stock if the underwriters exercise their option to purchase additional shares of Class A common stock in full) and no economic interest in SOLV Energy, Inc. |

LLC Interests to be held by us immediately after this offering
|
122,163,390 LLC Interests, representing approximately 60.4% of the economic interest in SOLV Energy Holdings LLC (or 123,185,612 LLC Interests, representing approximately 60.9% of the economic interest in SOLV Energy Holdings LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock). |

15

Table of Contents

LLC Interests to be held directly by the Continuing Equity Owners immediately after this offering
|
80,228,236 LLC Interests, representing approximately 39.6% of the economic interest in SOLV Energy Holdings LLC (or 79,206,014 LLC Interests, representing approximately 39.1% of the economic interest in SOLV Energy Holdings LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock). |

Ratio of shares of Class A common stock to LLC Interests
|
Our amended and restated certificate of incorporation and the SOLV Energy Holdings LLC Agreement require that we and SOLV Energy Holdings LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Interests owned by us, except as otherwise determined by us. |

Ratio of shares of Class B common stock to LLC Interests
|
Our amended and restated certificate of incorporation and the SOLV Energy Holdings LLC Agreement require that we and SOLV Energy Holdings LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by us. |

|
The Continuing Equity Owners own 100% of the outstanding shares of our Class B common stock. |

Voting rights
|
Each share of Class A common stock and Class B common stock entitles its holder to one vote per share. Holders of all outstanding shares of our Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders. See “Description of Capital Stock.” |

Redemption rights of holders of LLC Interests
|
The Continuing Equity Owners (other than Management Holders) may at each of their options require SOLV Energy Holdings LLC to redeem all or a portion of their vested LLC Interests on a quarterly basis (subject to certain limitations) and at other times under certain permitted circumstances, in each case, in exchange for, at our election, newly issued shares of our Class A common stock on a one-for-one basis or a cash payment using proceeds from a substantially contemporaneous follow-on offering or secondary offering equal to the price per share of our Class A common stock, net of underwriting discounts and/or commissions, sold in such offering for each vested LLC Interest so redeemed, in each case, in accordance with the terms of the SOLV Energy Holdings LLC Agreement; provided that, at our election, we may effect a direct exchange by SOLV Energy, Inc. for Class A common stock or for
|

16

Table of Contents

|

cash, as applicable, for those vested LLC Interests. Those Continuing Equity Owners may, subject to certain exceptions, exercise such redemption right for as long as their LLC Interests remain outstanding. See “Certain Relationships and Related Person Transactions—SOLV Energy Holdings LLC Agreements—SOLV Energy Holdings LLC Agreement in Effect Upon Consummation of the IPO Transactions.” Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of LLC Interests pursuant to the terms of the SOLV Energy Holdings LLC Agreement, the redeeming or exchanging holder will transfer a number of shares of our Class B common stock equal to the number of LLC Interests so redeemed or exchanged to the Company and such shares of Class B common stock will be cancelled for no consideration. Management Holders, through Management Holdings, will have these same rights as the other Continuing Equity Owners following the Management Elective Redemption Date.
|

Use of proceeds
|
We estimate that the net proceeds from the sale of our Class A common stock by us in this offering will be approximately $    million (or $    million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. |

|
We intend to use the net proceeds that we receive from this offering to purchase 6,814,819 LLC Interests (or 7,837,041 LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) from the Redeeming Holders at a price per LLC Interest equal to the public offering price of our Class A common stock, less the underwriting discounts and commissions. |

|
We will not receive any proceeds from the sale of our Class A common stock by the selling stockholders. We will, however, bear the costs associated with the sale of shares of Class A common stock by the selling stockholders, other than underwriting discounts and commissions. |

|
SOLV Energy Holdings LLC will bear or reimburse us for the expenses incurred in connection with this offering. See “Use of Proceeds” for additional information. |

Controlled company
|
Upon the closing of this offering, American Securities will beneficially own more than 68.1% of the voting power for the election of members of our board of directors. Consequently, we will continue to be a “controlled company” under Nasdaq rules. As a controlled company, we qualify for, and may rely on, certain exemptions from certain corporate governance requirements of Nasdaq. See “Management—Controlled Company Status.” Although we qualify as a “controlled company,” we do not currently rely on these exemptions and fully comply with all corporate governance
|

17

Table of Contents

|

requirements under the listing standards of Nasdaq. However, we reserve the right to utilize the “controlled company” exemption in the future.
|

Dividend Policy
|
We do not anticipate paying any dividends on our Class A common stock for the foreseeable future; however, we may change this policy in the future. See “Dividend Policy.” |

Risk Factors
|
Investing in our Class A common stock involves risks. See the “Risk Factors” section of this prospectus beginning on page 21 for a discussion of factors you should carefully consider before investing in our Class A common stock. |

Listing
|
Our Class A common stock is listed on Nasdaq under the symbol “MWH.” |

Unless we specifically state otherwise or the context otherwise requires, the share information in this prospectus:

|
• |
  |
gives effect to the completion of the IPO Transactions and the Offering Transactions;
|

|
• |
  |
gives effect to the application of the net proceeds received by us from this offering to acquire LLC Interests from the Redeeming Holders and the cancellation of a corresponding number of shares of Class B common stock;
|

|
• |
  |
assumes no exercise of the underwriters’ option to purchase up to an additional 1,022,222 shares of Class A common stock from us and up to an additional 1,077,778 shares of Class A common stock from the selling stockholders;
|

|
• |
  |
does not reflect 3,050,761 shares of Class A common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $25.04 per share, which stock options were granted under the SOLV Energy, Inc. 2026 Equity Incentive Plan (the “2026 Plan”);
|

|
• |
  |
does not reflect 4,197,639 additional shares of Class A common stock reserved for future issuance under the 2026 Plan; and
|

|
• |
  |
does not reflect 80,228,236 shares of Class A common stock reserved for issuance upon exchange of LLC Interests (and cancellation of a corresponding number of shares of Class B common stock) after this offering.
|

18

Table of Contents

SUMMARY HISTORICAL AND PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL AND OTHER DATA
The following tables present (i) summary historical consolidated financial and other data of SOLV Energy Holdings LLC and its consolidated subsidiaries, (ii) summary unaudited pro forma condensed consolidated financial data for SOLV Energy, Inc. after giving effect to the IPO Transactions and the Offering Transactions and (iii) summary condensed consolidated financial data for SOLV Energy, Inc. for the three months ended March 31, 2026. SOLV Energy Holdings LLC is considered our predecessor for accounting purposes and its consolidated financial statements are our historical financial statements. We derived the summary consolidated statement of operations data for the years ended December 31, 2025, 2024 and 2023, and the consolidated balance sheet data as of December 31, 2025, from our audited consolidated financial statements included elsewhere in this prospectus. We derived the summary consolidated statements of operations data for the three months ended March 31, 2026 and the consolidated balance sheet data as of March 31, 2026 from our unaudited condensed consolidated financial statements included elsewhere in this prospectus.
You should read this data together with our consolidated financial statements and related notes included elsewhere in this prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results for any prior period are not necessarily indicative of the results of future operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and notes thereto included elsewhere in this prospectus.
The summary unaudited pro forma condensed consolidated financial data of SOLV Energy, Inc. presented below has been derived from our unaudited pro forma condensed consolidated financial statements and notes included elsewhere in this prospectus. The summary unaudited pro forma condensed consolidated statement of financial condition as of March 31, 2026 gives pro forma effect to the IPO Transactions and the Offering Transactions, as though such transactions had occurred January 1, 2025. The unaudited pro forma condensed consolidated financial data includes various estimates that are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the

19

Table of Contents

dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed consolidated financial data.

|
  |
SOLV Energy Holdings LLC |
  |
  |
SOLV Energy, Inc. |
  |

|
  |
Year Ended December 31, |
  |
  |
Three
Months
Ended
March 31, |
  |
  |
Three Months
Ended
March 31, |
  |
  |
Pro Forma
Three Months
Ended
March 31, |
  |
   |
Pro Forma
Year Ended
December 31, |
  |

|
  |
2025 |
  |
  |
2024 |
  |
  |
2023 |
  |
  |
2025 |
  |
  |
2026 |
  |
  |
2026 |
  |
   |
2025 |
  |

(in thousands) |
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |

Statements of Operations Data:
|
  |

|

|

|

|

|

|

Revenue
|
  |
$ |
2,490,496 |
  |
  |
$ |
1,847,803 |
  |
  |
$ |
2,100,643 |
  |
  |
$ |
407,847 |
  |
  |
$ |
676,805 |
  |
  |
$ |
676,805 |
  |
   |
$ |
2,490,496 |
  |

Cost of revenue
|
  |
  |
2,026,263 |
  |
  |
  |
1,588,639 |
  |
  |
  |
1,990,648 |
  |
  |
  |
348,748 |
  |
  |
  |
557,732 |
  |
  |
  |
557,732 |
  |
   |
  |
2,026,263 |
  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
   |
 
|
 
|
  |

Gross Profit
|
  |
  |
464,233 |
  |
  |
  |
259,164 |
  |
  |
  |
109,995 |
  |
  |
  |
59,099 |
  |
  |
  |
119,073 |
  |
  |
  |
119,073 |
  |
   |
  |
464,233 |
  |

Selling, general and administrative expenses
|
  |
  |
211,041 |
  |
  |
  |
127,885 |
  |
  |
  |
95,836 |
  |
  |
  |
36,070 |
  |
  |
  |
111,375 |
  |
  |
  |
62,333 |
  |
   |
  |
287,012 |
  |

Amortization expense
|
  |
  |
57,748 |
  |
  |
  |
66,347 |
  |
  |
  |
67,048 |
  |
  |
  |
13,768 |
  |
  |
  |
14,879 |
  |
  |
  |
14,879 |
  |
   |
  |
57,748 |
  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
   |
 
|
 
|
  |

Total operating expenses
|
  |
  |
268,789 |
  |
  |
  |
194,232 |
  |
  |
  |
162,884 |
  |
  |
  |
49,838 |
  |
  |
  |
126,254 |
  |
  |
  |
77,212 |
  |
   |
  |
344,760 |
  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
   |
 
|
 
|
  |

Operating income (loss)
|
  |
  |
195,444 |
  |
  |
  |
64,932 |
  |
  |
  |
(52,889 |
)  |
  |
  |
9,261 |
  |
  |
  |
(7,181 |
)  |
  |
  |
41,861 |
  |
   |
  |
119,473 |
  |

Loss on debt extinguishment
|
  |
  |
—  |
  |
  |
  |
4,398 |
  |
  |
  |
—  |
  |
  |
  |
—  |
  |
  |
  |
10,688 |
  |
  |
  |
—  |
  |
   |
  |
10,688 |
  |

Interest expense
|
  |
  |
52,730 |
  |
  |
  |
55,394 |
  |
  |
  |
59,702 |
  |
  |
  |
12,691 |
  |
  |
  |
6,897 |
  |
  |
  |
1,757 |
  |
   |
  |
7,868 |
  |

Interest income
|
  |
  |
(7,156 |
)  |
  |
  |
(4,601 |
)  |
  |
  |
(1,634 |
)  |
  |
  |
(3,272 |
)  |
  |
  |
(1,450 |
)  |
  |
  |
(1,450 |
)  |
   |
  |
(7,156 |
)  |

Other income, net
|
  |
  |
(3,476 |
)  |
  |
  |
(781 |
)  |
  |
  |
(1,318 |
)  |
  |
  |
82 |
  |
  |
  |
(68 |
)  |
  |
  |
(68 |
)  |
   |
  |
(3,476 |
)  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
   |
 
|
 
|
  |

Income (loss) before income taxes
|
  |
  |
153,346 |
  |
  |
  |
10,522 |
  |
  |
  |
(109,639 |
)  |
  |
  |
(240 |
)  |
  |
  |
(23,248 |
)  |
  |
  |
41,622 |
  |
   |
  |
111,549 |
  |

Income tax expense
|
  |
  |
3,643 |
  |
  |
  |
598 |
  |
  |
  |
204 |
  |
  |
  |
262 |
  |
  |
  |
4,166 |
  |
  |
  |
7,302 |
  |
   |
  |
22,193 |
  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
   |
 
|
 
|
  |

Net income (loss)
|
  |
  |
149,703 |
  |
  |
  |
9,924 |
  |
  |
  |
(109,843 |
)  |
  |
  |
(502 |
)  |
  |
  |
(27,414 |
)  |
  |
$ |
34,320 |
  |
   |
$ |
89,356 |
  |

Less: net income attributable to non-controlling interests
|
  |
  |
520 |
  |
  |
  |
2 |
  |
  |
  |
1 |
  |
  |
  |
212 |
  |
  |
  |
(4,056 |
)  |
  |
  |
16,499 |
  |
   |
  |
44,218 |
  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
   |
 
|
 
|
  |

Net income (loss) attributable to controlling interests
|
  |
$ |
149,183 |
  |
  |
$ |
9,922 |
  |
  |
$ |
(109,844 |
)  |
  |
$ |
(714 |
)  |
  |
$ |
(23,358 |
)  |
  |
$ |
17,821 |
  |
   |
$ |
45,138 |
  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
   |
 
|
 
|
  |

Weighted average shares used to compute net income per share:
|
  |

|

|

|

|

|

|

Basic
|
  |

|

|

|

|
  |
115,348,571 |
  |
  |
  |
122,163,390 |
  |
   |
  |
122,163,390 |
  |

Diluted
|
  |

|

|

|

|
  |
115,348,571 |
  |
  |
  |
203,383,573 |
  |
   |
  |
203,383,573 |
  |

Net income (loss) per share:
|
  |

|

|

|

|

|

|

Basic
|
  |

|

|

|

|
$ |
(0.20 |
)  |
  |
$ |
0.15 |
  |
   |
$ |
0.37 |
  |

Diluted
|
  |

|

|

|

|
$ |
(0.20 |
)  |
  |
$ |
0.15 |
  |
   |
$ |
0.37 |
  |

20

Table of Contents

|
   |
SOLV Energy, Inc. |
  |

|
   |
At
March 31, 2026 |
  |
   |
At
March 31, 2026 |
  |

|
   |
Actual |
  |
   |
Pro Forma |
  |

|
   |
(in thousands) |
  |

Balance Sheet Data:
|
   |

|

Cash and cash equivalents
|
   |
$ |
384,911 |
  |
   |
$ |
382,911 |
  |

Total assets
|
   |
$ |
1,956,606 |
  |
   |
$ |
2,018,608 |
  |

Total debt
|
   |
$ |
—  |
  |
   |
  |
—  |
  |

Total liabilities, excluding debt
|
   |
  |
1,145,382 |
  |
   |
$ |
1,206,494 |
  |

Total stockholder’s equity
|
   |
$ |
811,224 |
  |
   |
$ |
812,114 |
  |

(1) Amount includes current and long-term debt net of unamortized debt issuance costs.

|
   |
SOLV Energy Holdings LLC |
  |
   |
SOLV Energy, Inc. |
  |

|
   |
Year Ended December 31, |
  |
   |
Three
Months
Ended
March 31, |
  |
   |
Three Months
Ended
March 31, |
  |

|
   |
2025 |
  |
   |
2024 |
  |
   |
2023 |
  |
   |
2025 |
  |
   |
2026 |
  |

(in thousands)
|
   |

|

|

|

|

Other Financial Data:
|
   |

|

|

|

|

EBITDA
|
   |
$ |
283,943 |
  |
   |
$ |
146,149 |
  |
   |
$ |
30,260 |
  |
   |
$ |
28,751 |
  |
   |
$ |
5,929 |
  |

Adjusted EBITDA
|
   |
$ |
341,677 |
  |
   |
$ |
165,133 |
  |
   |
$ |
52,608 |
  |
   |
$ |
34,031 |
  |
   |
$ |
92,515 |
  |

See “— EBITDA and Adjusted EBITDA” for a discussion of our results of operations for definitions and a reconciliation of our net income to Adjusted EBITDA.
EBITDA and Adjusted EBITDA
We report our financial results in accordance with GAAP. To supplement this information, we also use EBITDA and Adjusted EBITDA, non-GAAP financial measures, in this prospectus. EBITDA represents net income (loss) before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for (i) non-cash compensation expense; (ii) the (gain) or loss on the disposal of assets and the extinguishment of debt; (iii) the change in fair value of derivatives; (iv) the change in fair value of investments; (v) non-recurring private equity management fees; (vi) Tax Receivable Agreement liability remeasurements; and (vii) certain other items which we do not consider indicative of future operating performance such as one-time legal settlements not considered part of normal course business operations, transaction, integration, transition and other non-cash costs. We adjust for these items in our Adjusted EBITDA as our management believes these items would distort from their ability to efficiently view and assess core operating trends. Our board of directors, management, and investors use EBITDA and Adjusted EBITDA to assess our financial performance because such measures allow them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), and items outside the control of our management team (such as income taxes).
EBITDA and Adjusted EBITDA are not defined under GAAP. Our use of the terms EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with GAAP. Our presentation of EBITDA and Adjusted EBITDA are intended as supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA should not be considered as alternatives to operating income (loss), net income (loss), earnings per share, net sales, net income margin or any other performance measures derived in accordance with GAAP, or as measures of operating cash flows or liquidity.

21

Table of Contents

EBITDA and Adjusted EBITDA have important limitations as analytical tools, and such measures should not be considered either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include:

|
• |
  |
EBITDA and Adjusted EBITDA do not reflect our interest expense or the cash requirements necessary to service interest or principal payments on our debt;
|

|
• |
  |
EBITDA and Adjusted EBITDA do not reflect our tax expenses or the cash requirements to pay our taxes;
|

|
• |
  |
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and
|

|
• |
  |
Other companies in our industry may calculate EBITDA and Adjusted EBITDA differently, limiting their usefulness as comparative measures.
|

In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to those eliminated in this prospectus
The following table reconciles the differences between Adjusted EBITDA and net income (loss), which is the most comparable GAAP measure:

|
   |
SOLV Energy Holdings LLC |
  |
  |
SOLV Energy, Inc. |
  |

|
   |
Year Ended
December 31, |
  |
  |
Three
Months
Ended
March 31, |
  |
  |
Three Months
Ended March 31, |
  |

|
   |
2025 |
  |
  |
2024 |
  |
  |
2023 |
  |
  |
2025 |
  |
  |
2026 |
  |

(in thousands)
|
   |

|

|

|

|

Net income (loss)
|
   |
$ |
149,183 |
  |
  |
$ |
9,922 |
  |
  |
$ |
(109,844 |
)  |
  |
$ |
(502 |
)  |
  |
$ |
(27,414 |
)  |

Interest expense
|
   |
  |
52,730 |
  |
  |
  |
55,394 |
  |
  |
  |
59,702 |
  |
  |
  |
12,691 |
  |
  |
  |
6,897 |
  |

Interest income
|
   |
  |
(7,156 |
)  |
  |
  |
(4,601 |
)  |
  |
  |
(1,634 |
)  |
  |
  |
(3,272 |
)  |
  |
  |
(1,450 |
)  |

Provisions for income taxes
|
   |
  |
3,643 |
  |
  |
  |
598 |
  |
  |
  |
204 |
  |
  |
  |
262 |
  |
  |
  |
4,166 |
  |

Depreciation and amortization
|
   |
  |
85,543 |
  |
  |
  |
84,836 |
  |
  |
  |
81,832 |
  |
  |
  |
19,572 |
  |
  |
  |
23,730 |
  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |

EBITDA
|
   |
$ |
283,943 |
  |
  |
$ |
146,149 |
  |
  |
$ |
30,260 |
  |
  |
$ |
28,751 |
  |
  |
  |
5,929 |
  |

Non-cash compensation expense
|
   |
  |
27,326 |
  |
  |
  |
8,607 |
  |
  |
  |
2,375 |
  |
  |
  |
712 |
  |
  |
  |
64,874 |
  |

Loss (gain) on disposal of property and equipment
|
   |
  |
38 |
  |
  |
  |
215 |
  |
  |
  |
—  |
  |
  |
  |
—  |
  |
  |
  |
(10 |
)  |

Loss on the extinguishment of debt
|
   |
  |
—  |
  |
  |
  |
4,398 |
  |
  |
  |
—  |
  |
  |
  |
—  |
  |
  |
  |
10,688 |
  |

Change in the fair value of derivative
|
   |
  |
17 |
  |
  |
  |
(236 |
)  |
  |
  |
220 |
  |
  |
  |
82 |
  |
  |
  |
—  |
  |

Gain on investment
|
   |
  |
—  |
  |
  |
  |
(750 |
)  |
  |
  |
(1,803 |
)  |
  |
  |
—  |
  |
  |
  |
—  |
  |

Non- recurring private equity management fees, transaction, integration and transition costs, and other non- cash costs(1)
|
   |
  |
30,353 |
  |
  |
  |
6,750 |
  |
  |
  |
21,556 |
  |
  |
  |
4,486 |
  |
  |
  |
11,034 |
  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |

Adjusted EBITDA
|
   |
$ |
341,677 |
  |
  |
$ |
165,133 |
  |
  |
$ |
52,608 |
  |
  |
$ |
34,031 |
  |
  |
$ |
92,515 |
  |

|
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |
  |
 
|
 
|
  |

(1) |
Consists of management fees paid to American Securities, that are no longer paid following the closing of the IPO, non-recurring transition costs related to our separation from Swinerton, one-time IPO related costs, non-recurring transaction and integration costs inclusive of deferred compensation or earn-out structures to employees of acquired businesses that are not related to normal course compensation and are conditioned on post-closing service obligations, and other non-cash or non-recurring expenses. We recorded management fees, including reimbursable expenses, of $3,454, $3,120 and $3,114 in the years ended December 31, 2025,
|

22

Table of Contents

|

2024, and 2023, respectively, and $750 and $750, respectively, in the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, we recorded $6,491 related to transaction and integration costs, and non-capitalized IPO related costs, and wrote-off $3,939 of capitalized development costs included in cost of revenue related to activity from the historical development business no longer in service, which were offset by miscellaneous immaterial adjustments. For the year ended December 31, 2025, we recorded $20,275 related to transaction and integration costs, and non-capitalized IPO related costs, and wrote-off $6,377 of capitalized development costs included in cost of revenue related to activity from the historical development business no longer in service, which were offset by miscellaneous immaterial adjustments. In 2023, we recorded a $16,122 expense for a legal settlement related to certain legacy projects at CS Energy prior to the merger which we consider to be a non-recurring event due to the nature of the settlement. |

23

Table of Contents

RISK FACTORS
Investing in our Class A common stock involves a high degree of risk. You should carefully consider each of the following risk factors, as well as other information contained in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes, before investing in our Class A common stock. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition and results of operations, in which case the trading price of our Class A common stock could decline and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See the section of this prospectus captioned “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to Operating Our Business
A wide range of factors, many that are beyond our control, can impact the timing, performance or profitability of our projects, any of which can result in additional costs to us, reductions or delays in revenues, the payment of liquidated damages by us or project termination.
Our business is dependent on successfully constructing projects for our customers. Many of our projects involve challenging design, engineering, financing, permitting, interconnection, right of way acquisition, procurement, construction, operation and maintenance phases that occur over extended time periods, including sometimes over several years, and we have encountered and may in the future encounter project delays, additional costs or project performance issues as a result of, among other things:

|
• |
  |
inability to meet project schedule requirements, achieve guaranteed performance or quality standards for a project or failure to comply with mandatory reliability standards set forth by the NERC, which can result in increased costs, through rework, replacement or otherwise, monetary penalties to NERC or the payment of liquidated damages to the customer or contract termination;
|

|
• |
  |
failure to accurately estimate project costs or accurately establish the scope of our services;
|

|
• |
  |
failure to make judgments in accordance with applicable professional standards (e.g., engineering standards);
|

|
• |
  |
unforeseen circumstances or project modifications not included in our cost estimates or covered by our contract for which we cannot obtain adequate compensation, including concealed or unknown environmental, geological or geographical site conditions or technical problems such as design or engineering issues;
|

|
• |
  |
changes in laws or permitting, interconnection and regulatory requirements during the course of our work;
|

|
• |
  |
delays in the delivery or management of design or engineering information, equipment or materials;
|

|
• |
  |
our or a customer’s failure to manage a project, including the inability to timely obtain land, permits or rights of way or meet other permitting, interconnection, regulatory or environmental requirements or conditions;
|

|
• |
  |
changes to project or customer schedules;
|

|
• |
  |
natural disasters or emergencies, including wildfires and earthquakes, as well as significant weather events (e.g., hurricanes, tropical storms, tornadoes, floods, hail storms, droughts, blizzards and extreme temperatures) and adverse or unseasonable weather conditions (e.g., prolonged rainfall or snowfall or early thaw in the northern U.S.);
|

|
• |
  |
difficult terrain and site conditions where delivery of materials and availability of labor are impacted or where there is exposure to harsh and hazardous conditions;
|

24

Table of Contents

|
• |
  |
protests and other public activism, legal challenges or other political activity or opposition to a project;
|

|
• |
  |
other factors such as terrorism, acts of war, including but not limited to conflicts in the Middle East, geopolitical conflicts, public health crises (e.g., pandemics or epidemics) and delays attributable to U.S. government shutdowns or any related under-staffing of government departments or agencies;
|

|
• |
  |
changes in the cost, availability, lead times or quality of equipment, commodities, materials, consumables or labor; and
|

|
• |
  |
delay or failure to perform by suppliers, subcontractors or other third parties, or our failure to coordinate performance of such parties.
|

Many of these difficulties and delays are beyond our control and can negatively impact our ability to complete the project in accordance with the required delivery schedule, performance requirements or achieve our anticipated operating income margin on the project. Delays and additional costs associated with delays may be substantial and not recoverable from third parties, and in some cases, we may be required to compensate the customer for such delays, including in circumstances where we have guaranteed project completion or performance by a scheduled date and incur liquidated damages if we do not meet such schedule.
We generate a significant portion of our revenues from lump sum contracts, pursuant to which our customer pays us a fixed amount regardless of the costs that we incur. The contracts for these projects often involve complex pricing, scope of services and other bid preparation components that require challenging estimates and assumptions on the part of our personnel far in advance of contract performance, which increases the risk that costs incurred on such projects can vary, sometimes substantially, from our original estimates.
Additionally, in certain of our EPC contracts we guarantee that we will complete a project by a scheduled date and sometimes provided that the project, when completed, will also achieve certain performance standards. If we fail to complete these projects on time or the equipment we design, furnish and/or install does not meet guaranteed performance standards, we may be liable to our customers for damages, which can be significant. Our O&M services contracts also require us to meet certain minimum performance standards. If we fail to meet agreed project deadlines and/or meet guaranteed performance standards under our EPC contracts, or we fail to perform as required under our O&M service contracts, we may be held responsible for costs incurred by the customer resulting from any delay or any modifications made in order to achieve the performance standards, generally in the form of contractually agreed-upon liquidated damages or obligations to re-perform substandard work. If we are required to pay such costs, the total costs of the project would likely exceed our original estimate, and we could experience reduced profits or a loss related to the applicable project or contract. In addition, such failures on our part could result in project delays, project cancelations, service contract cancelations or damage to our relationships with customers, as well as damage to our reputation, which can be exacerbated when difficulties arise on a high-profile project. As a result, additional costs or penalties, a reduction in our productivity or efficiency or a project termination in any given period could have a material adverse effect on our business, financial condition and results of operations, including our ability to secure new contracts.
Our results of operations, financial condition and other financial and operational disclosures are based upon estimates and assumptions that may differ from actual results or future outcomes.
In preparing our consolidated financial statements and financial and operational disclosures, estimates and assumptions are used by management to report, among other things, assets, liabilities, revenues and expenses. These estimates and assumptions are necessary because certain information utilized is dependent on future events, cannot be calculated with a high degree of precision from available data or cannot be readily calculated based on generally accepted methodologies. In some cases, these estimates are particularly difficult to determine, and we must exercise significant judgment, and as a result actual results and future outcomes can differ materially fr

### EX-5.1 - EX-5.1
EX-5.1
3
d150146dex51.htm
EX-5.1

EX-5.1

Exhibit 5.1

|

|
|

|
|

|
|
|
|

|

|
|
|
|

767 Fifth Avenue

New York, NY 10153-0119
+1 212 310
8000 tel
+1 212 310 8007 fax
|

May 26, 2026
SOLV Energy,
Inc.
16680 West Bernardo Drive
San Diego, CA 92127

Ladies and Gentlemen:
We have acted as counsel to SOLV Energy,
Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-1, as
amended, and including any subsequent registration statement on Form S-1 filed pursuant to Rule 462(b), (the “Registration Statement”), under the Securities Act of 1933, as amended (the
“Act”), relating to the registration of (i) the offer, issuance and sale by the Company of the number of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of the Company
specified in the Registration Statement (together with any additional shares that may be sold by the Company pursuant to Rule 462(b) under the Act, the “Company Shares”) and (ii) the offer and sale by the selling stockholders (the
“Selling Stockholders”) identified in the Registration Statement of the number of shares of Class A Common Stock specified in the Registration Statement (together with any additional shares that may be sold by the Selling
Stockholders pursuant to Rule 462(b) under the Act, the “Selling Stockholder Shares” and, together with the Company Shares, the “Shares”). The Company Shares are to be issued and sold by the Company and the Selling
Stockholder Shares are to be sold by the Selling Stockholders pursuant to an underwriting agreement among the Company, SOLV Energy Holdings LLC, a Delaware limited liability company, the Selling Stockholders and Jefferies LLC and J.P. Morgan
Securities LLC, as representatives of the several underwriters named therein (the “Underwriting Agreement”), the form of which will be filed as Exhibit 1.1 to the Registration Statement.

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Amended and Restated Certificate of
Incorporation of the Company, filed as Exhibit 3.1 to the Registration Statement; (ii) the Amended and Restated Bylaws of the Company, effective February 10, 2026, filed as Exhibit 3.2 to the Registration Statement, (iii) the
Registration Statement; (iv) the prospectus contained within the Registration Statement; (v) the form of the Underwriting Agreement; (vi) the form of the Specimen Stock Certificate evidencing the Class A Common Stock, filed as
Exhibit 4.1 to the Registration Statement; and (vii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and
have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

|

|
|

|
|

May 26, 2026 |
|
|
|

|

Page 2 |
|
|
|
|

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to
all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that (i) the Company Shares, when issued and sold as
contemplated in the Registration Statement and the Underwriting Agreement, and upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable;
and (ii) the Selling Stockholder Shares are validly issued, fully paid and non-assessable.
The opinions
expressed herein are limited to the corporate laws of the State of Delaware and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement, to the incorporation by reference of this letter into any
subsequent registration statement on Form S-1 filed by the Company pursuant to Rule 462(b) of the Act with respect to the Shares and to the reference to our firm under the caption “Legal Matters”
in the prospectus which is a part of the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/
Weil, Gotshal & Manges LLP

### EX-23.1 - EX-23.1
EX-23.1
4
d150146dex231.htm
EX-23.1

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated March 25, 2026 with respect to the
financial statement of SOLV Energy, Inc and the consolidated financial statements of SOLV Energy Holdings LLC included in the Registration Statement (Form S-1) and related Prospectus of SOLV Energy, Inc. for
the registration of its Class A common stock.

|

/s/ Ernst & Young LLP
|

|

Tysons, Virginia
|

|

May 26, 2026
|

### EX-FILING FEES - EX-FILING FEES
EX-FILING FEES

0002065636 2026-05-23 2026-05-23 0002065636 1 2026-05-23 2026-05-23 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
|

S-1
|

SOLV Energy, Inc.
|

Table 1: Newly Registered and Carry Forward Securities |
☐Not Applicable |

|

|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|

Newly Registered Securities |

Fees to be Paid |
1 |
Equity |
Class A common stock, par value $0.0001 per share |
457(a) |
16,100,000 |
$ 37.81 |
$ 608,741,000.00 |
0.0001381 |
$ 84,067.13 |
|
|
|
|

Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|

Carry Forward Securities |

Carry Forward Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|

|

|

|
Total Offering Amounts:
|

|
$ 608,741,000.00
|

|
$ 84,067.13
|

|

|

|

|

|

|

|
Total Fees Previously Paid:
|

|

|

|
$ 0.00
|

|

|

|

|

|

|

|
Total Fee Offsets:
|

|

|

|
$ 0.00
|

|

|

|

|

|

|

|
Net Fee Due:
|

|

|

|
$ 84,067.13
|

|

|

|

|

Offering Note
|

1
|
Includes 2,100,000 shares of the Registrant's Class A common stock subject to the underwriters' option to purchase additional shares. Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $37.81, which is the average of the high and low prices of the shares of the Class A common stock on May 21, 2025 on the Nasdaq Global Select Market. |

|

Table 2: Fee Offset Claims and Sources |
☑Not Applicable |

|

|
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source |

Rules 457(b) and 0-11(a)(2) |

Fee Offset Claims |
|
|
|
|
|
|
|
|
|
|
|
|

Fee Offset Sources |
|
|
|
|
|
|
|
|
|
|
|
|

Rule 457(p) |

Fee Offset Claims |
|
|
|
|
|
|
|
|
|
|
|
|

Fee Offset Sources |
|
|
|
|
|
|
|
|
|
|
|
|

Table 3: Combined Prospectuses |
☑Not Applicable |

|
Security Type
|
Security Class Title
|
Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|

|
|
|
|
|
|
|
|