10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

___________

to ___________

Commission File Number:

001-43117

SOLV Energy, Inc.

(Exact name of registrant as specified in its charter)


Delaware		33-4537250
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

16680 West Bernardo Drive, San Diego,

92127

(Address of principal executive offices) (Zip Code)

(858)

251-4888

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	MWH	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, 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.

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☑

Number of shares of the Registrant’s Class A Common Stock as of May

, 2026: 115,348,571 shares

Number of shares of the Registrant’s Class B Common Stock as of May

, 2026: 87,046,962

SOLV Energy, Inc.

FORM 10-Q

For the Three Months Ended March 31, 2026

Table of Contents


	Page
Cautionary Note Regarding Forward-Looking Statements		1
Certain Definitions		3
Presentation of Financial Results		5
The Transactions		5

PART I. FINANCIAL INFORMATION		6

Item 1. Financial Statements (Unaudited)		6
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited)		7
Condensed Consolidated Statements of Operations for the three Months Ended March 31, 2026 and 2025 (Unaudited)		8
Condensed Consolidated Statements of Changes of Stockholders’/Member’s Equity for the three Months Ended March 31, 2026 and 2025 (Unaudited)		9
Condensed Consolidated Statements of Cash Flows for the three Months Ended March 31, 2026 and 2025 (Unaudited)		10
Notes to the Condensed Consolidated Financial Statements (Unaudited)		11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
Item 3. Quantitative and Qualitative Disclosures About Market Risk		47
Item 4. Controls and Procedures		47

PART II. OTHER INFORMATION		50

Item 1. Legal Proceedings		50
Item 1A. Risk Factors		50
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		50
Item 3. Defaults Upon Senior Securities		50
Item 4. Mine Safety Disclosures		50
Item 5. Other Information		50
Item 6. Exhibits		51
Signatures		53

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to any historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “outlook,” “potential,” “project,” “projection,” “plan,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other similar expressions. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed herein, in our Annual Report on Form 10-K, including “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at https://investors.solvenergy.com/financial-information/sec-filings. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

•

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;

•

our results of operations may vary significantly from quarter to quarter;

•

The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and battery storage specifically;

•

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;

•

Our business is labor-intensive, and we may be unable to attract and retain qualified employees or we may incur significant costs in the event we are unable to efficiently manage our workforce or the cost of labor increases;

•

The loss, or reduction in business from, certain significant customers;

•

Many of our contracts may be canceled or suspended on short notice or may not be renewed upon completion or expiration, and we may be unsuccessful in replacing our contracts;

•

We may fail to adequately recover on contract modifications against project owners for payment or performance;

•

The nature of our business exposes us to potential liability for warranty, engineering and other related claims;

•

During the ordinary course of our business, we are subject to lawsuits, claims and other legal proceedings, as well as bonding claims and related reimbursement requirements;

•

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;

•

We have identified material weaknesses in our internal control over financial reporting and 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;

•

Any deterioration in the quality or reputation of our brands, which can be exacerbated by the effect of social media or significant media coverage;

•

The loss of, or our inability to attract or keep, key personnel could disrupt our business;

•

Our inability to successfully execute our acquisition strategy;

•

We may be unable to compete for projects if we are not able to obtain surety bonds, letters of credit or bank guarantees;

•

We are generally paid in arrears for our services and may enter into other arrangements with certain of our customers, which could subject us to potential credit or investment risk and the risk of client defaults;

•

Insurance and claims expenses, as well as the unavailability or cancellation of third-party insurance coverage;

•

Our business and results of operations are subject to physical risks including those associated with climate change;

•

Our business is subject to operational hazards, including, among others, damage from severe weather conditions and electrical hazards, that can result in significant liabilities, and we may not be insured against all potential liabilities;

•

Increasing scrutiny and changing expectations from various stakeholders with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks;

•

Our unionized workforce and related obligations;

•

Our inability to maintain, protect or enforce our rights in intellectual property;

•

We may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies;

•

We use artificial intelligence technologies in our business, and the deployment, use, and maintenance of these technologies involve significant technological and legal risks;

•

Negative macroeconomic conditions and industry-specific market conditions;

•

Fluctuations in economic, political, financial, industry and market conditions on a regional, national or global basis, including as a result of, among other things, inflationary pressure that impacts our costs associated with labor, equipment and materials, increased interest rates, default or threat of default by the U.S. federal government with respect to its debt obligations, U.S. government shutdowns, natural disasters and other emergencies (e.g., wildfires, weather-related events or pandemics), deterioration of global or specific trade relationships, or acts of war, including but not limited to conflicts in the Middle East, geopolitical conflicts and political unrest;

•

Projects in our industry can have long sales cycles requiring significant upfront investment of resources;

•

Our revenues and profitability can be negatively impacted if our customers encounter financial difficulties or file for bankruptcy or disputes arise with our customers;

•

The highly competitive nature of our business;

•

Technological advancements in other forms of power generation could negatively affect our business;

•

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

•

The unavailability, reduction or elimination of government and economic incentives;

•

We are subject to complex federal, state and other environmental, health and safety laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities;

•

We are subject to various specific regulatory regimes and requirements that could result in significant compliance costs and liabilities;

•

Any actual or perceived failure to comply with new or existing laws, regulations or other requirements relating to the privacy, security and processing of personal information;

•

Changes in tax laws or our tax estimates or positions;

•

Failure to comply with anti-corruption, anti-bribery and/or international trade laws;

•

Violations of export control and/or economic sanctions laws and regulations to which we are subject and changes to U.S. foreign trade and tariff policies;

•

Immigration laws, including our inability to verify employment eligibility;

•

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;

•

Our failure to comply with the covenants contained in the credit agreement could result in an event of default that could cause repayment of our debt to be accelerated;

•

We may incur substantial additional indebtedness in the future and may not be able to generate sufficient cash to service such indebtedness, and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful; and

•

The expenses that are required in order to operate as a public company could be material.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Quarterly Report, our most recent Annual Report on Form 10-K and our other filings with the SEC. Any forward-looking statement made by us in this Quarterly Report speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Certain Definitions

Unless otherwise specified or the context requires otherwise in this Quarterly Report, all references to:

•

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

•

“Blocker Companies” refers to ASP VIII SOLV LP and ASP VIII CSE LP.

•

“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 Transactions, and includes any aggregator vehicle to which such owners contribute such shares of Class A common stock in connection with the consummation of the Transactions.

•

“Continuing Equity Owners” refers collectively to direct and indirect holders of LLC Interests and our Class B common stock immediately following consummation of the 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.

•

“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.

•

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

•

“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 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.

•

“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 $25.00 per share, which includes the exercise in full by the underwriters of their option to purchase an additional 3,075,000 shares of our Class A common stock. The gross proceeds to us from the IPO were $589.4 million, before deducting underwriting discounts.

•

“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 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.

•

“New Revolving Credit Facility” refers to the $200.0 million 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.

•

“O&M” refers to operations and maintenance.

•

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

•

“Prior Revolving 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 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 Facility was terminated in connection with the IPO.

•

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

•

“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.

•

“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 benefits covered by the Tax Receivable Agreement as described in “Item 13. Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement” in our Annual Report on Form 10-K for the year ended December 31, 2025.

•

“Term Loans” refers to (i) the initial term loans made to SOLV Energy Holdings LLC pursuant to the 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 Holdco Term Loan Credit Agreement, in an original principal amount of $32,500,000. In connection with the IPO, the Term Loans were repaid in full.

•

“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.

Presentation of Financial Results

This Quarterly Report includes certain historical consolidated financial information and other data for SOLV Energy Holdings LLC. Concurrent with the completion of the IPO, SOLV Energy, Inc. became the new parent holding company of SOLV Energy Holdings LLC and its subsidiaries. As SOLV Energy, Inc. did not have any previous operations prior to the IPO, SOLV Energy Holdings LLC is viewed as the accounting predecessor of SOLV Energy, Inc.

Certain monetary amounts, percentages and other figures included in this Quarterly Report have been subject to rounding adjustments. Percentage amounts included in this Quarterly Report 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 Quarterly Report may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this Quarterly Report. Certain other amounts that appear in this Quarterly Report may not sum due to rounding.

The Transactions

SOLV Energy, Inc., a Delaware corporation, was formed on April 1, 2025 and was the issuer of the Class A common stock in the IPO. 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 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;

•

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 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.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Table of Contents

SOLV Energy, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts, unaudited)


	March 31,			December 31,
	2026			2025
ASSETS
Cash and cash equivalents	$	384,911		$	394,876
Accounts receivable, net		285,039			269,044
Contract assets		157,875			156,744
Capitalized project development costs		13,297			17,734
Prepaid and other current assets		105,528			60,887

Total current assets		946,650			899,285
Property and equipment, net		116,137			106,383
Operating lease right-of-use assets		7,598			8,010
Goodwill		429,035			429,279
Intangible assets, net		347,511			362,390
Deferred tax assets		101,302			—
Other long-term assets		8,373			10,925

Total assets	$	1,956,606		$	1,816,272

LIABILITIES AND STOCKHOLDERS’/MEMBERS’ EQUITY
Accounts payable and accrued expenses	$	524,898		$	562,218
Contract liabilities		346,295			308,619
Current portion of equipment financing		6,617			6,526
Current portion of lease liabilities		14,461			12,978
Current portion of long-term debt		—			2,498

Total current liabilities		892,271			892,839
Term debt, long term		—			391,988
Equipment financing, long-term		19,703			21,317
Lease liabilities, long-term		39,742			36,559
Tax receivable agreement		172,344			—
Other long-term liabilities		21,322			18,344

Total liabilities		1,145,382			1,361,047
Commitments and Contingencies - See Note 12
Member’s equity:
Total member’s equity		—			550,334
Stockholders’ equity:
Class A common stock, $0.0001 par value; 1,250,000,000 shares authorized, 115,348,571 shares issued and outstanding		12			—
Class B common stock, $0.0001 par value; 100,000,000 shares authorized, 87,128,137 shares issued and outstanding		9			—
Additional paid-in capital		455,857			—
Accumulated deficit		(23,358	)		(98,139	)

Total stockholders’ equity to SOLV Energy, Inc.		432,520			(98,139	)
Non-controlling interest		378,704			3,030

Total members’/stockholders’ equity		811,224			455,225

Total liabilities and stockholders’/member’s equity	$	1,956,606		$	1,816,272

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Table of Contents

SOLV Energy, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts, unaudited)


	Three Months Ended March 31,
	2026			2025
Revenue	$	676,805		$	407,847
Cost of revenue		557,732			348,748

Gross profit		119,073			59,099
Selling, general and administrative expenses (including non-cash compensation expense of $ 59,560 and $ 712 for the three months ended March 31, 2026 and 2025, respectively)		111,375			36,070
Amortization expense		14,879			13,768

Total operating expenses		126,254			49,838

Operating income (loss)		(7,181	)		9,261
Loss on debt extinguishment		10,688			-
Interest expense		6,897			12,691
Interest income		(1,450	)		(3,272	)
Other (income) loss, net		(68	)		82

Loss before income taxes		(23,248	)		(240	)
Income tax expense		4,166			262

Net loss	$	(27,414	)	$	(502	)
Less: net income (loss) attributable to non-controlling interests and LLC members prior to IPO		(4,056	)		212

Net loss attributable to SOLV Energy, Inc.	$	(23,358	)	$	(714	)


	Period from February 12, 2026 to March 31, 2026
Net loss per share:
Basic	$	(0.20	)
Diluted	$	(0.20	)
Weighted average shares outstanding:
Basic		115,348,571
Diluted		115,348,571

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Table of Contents

SOLV Energy, Inc.

Condensed Consolidated Statements of Changes

Stockholders’/Member’s Equity

(in thousands,

unaudited

)


	SOLV Energy Holdings LLC Member’s Equity (Prior to the Transactions)									SOLV Energy, Inc. Stockholders’ Equity
(in thousands, except number of units)	Non- Controlling Interests			Accumulated Deficit			Member’s Equity			Class A Common Stock				Class B Common Stock					Additional Paid-in Capital			(Accumulated Deficit)			Stockholders’ Equity			Non-controlling Interests (Post- IPO)			Total Equity
(in thousands, except number of units)	Non- Controlling Interests			Accumulated Deficit			Member’s Equity			Shares		Amount		Shares			Amount		Additional Paid-in Capital			(Accumulated Deficit)			Stockholders’ Equity			Non-controlling Interests (Post- IPO)			Total Equity
Balance, December 31, 2024	$	2,510		$	(247,322	)	$	638,259																							$	393,447
Non-cash compensation expense								770																								770
Distributions								(47,844	)																							(47,844	)
Contribution from NCI																																—
Net income (loss)		212			(714	)																										(502	)
Balance, March 31, 2025		2,722			(248,036	)		591,185																								(345,871	)

Balance, December 31, 2025		3,030			(98,139	)		550,334																								455,225

Unit-based compensation prior to the Transactions and IPO								606																								606
Distributions prior to the Transactions and IPO		(2,145	)					(140,175	)																							(142,320	)
Net income prior to the Transactions and IPO		—			13,588																											13,588
Impacts of the Transactions and IPO																																—
Impact of the Transactions		(885	)		84,551			(410,765	)		91,773,571		9		87,141,865			9		185,826						185,844			141,255			—
Issuance of Class A Common Stock in IPO, net of issuance costs											23,575,000		3							308,226						308,229			232,807			541,036
Establishment of deferred tax asset from IPO and Transactions																				(71,042	)					(71,042	)					(71,042	)
Equity based compensation subsequent to the Transactions and IPO																				32,847						32,847			24,811			57,658
Net income subsequent to the Transactions and IPO																							(23,358	)		(23,358	)		(17,644	)		(41,002	)
Distributions subsequent to the Transactions and IPO																										—			(2,525	)		(2,525	)
Forfeiture of Class B common stock and LLC Units															(13,728	)		—		—						—			—			—

Balance, March 31, 2026	$	—		$	—		$	—			115,348,571	$	12		87,128,137		$	9	$	455,857		$	(23,358	)	$	432,520		$	378,704		$	811,224

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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SOLV Energy, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands, except units and per unit amounts, unaudited)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(27,414	)	$	(502	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		23,730			19,572
Non-cash compensation expense		64,874			712
Loss on extinguishment of debt (non-cash portion)		6,676			—
Write off of project development costs		3,939			—
Other		152			7
Change in operating assets and liabilities		(57,716	)		386

Net cash provided by operating activities		14,241			20,175
Cash flows from investing activities:
Purchases of property and equipment		(10,440	)		(2,778	)
Cash paid for acquisitions, net of cash acquired		—			(10,756	)

Net cash used in investing activities		(10,440	)		(13,534	)
Cash flows from financing activities:
Issuance of Class A common stock in IPO, net of underwriting discount		552,542			—
Repayment of term debt		(405,203	)		(1,015	)
Payment of deferred acquisition consideration		(5,500	)		—
Payment of offering costs		(3,536	)		—
Proceeds on debt		—			32,500
Payment of debt issuance costs		(2,800	)		—
Payments for finance leases		(2,901	)		(1,979	)
Proceeds on equipment financing		—			14,500
Payments on equipment financing		(1,523	)		(1,764	)
Distributions to members of SOLV Energy Holdings LLC		(144,845	)		(47,844	)

Net cash used in financing activities		(13,766	)		(5,602	)
Net increase (decrease) in cash and cash equivalents		(9,965	)		1,039
Cash and cash equivalents, beginning of period		394,876			207,987

Cash and cash equivalents, end of period		384,911			209,026

Supplemental cash flow information
Interest paid		8,572			12,073
Income taxes paid		—			—
Supplemental disclosure of non-cash financing activities:
Deferred offering costs in accounts payable		1,939			—
Deferred offering costs reclassified to APIC		9,843			—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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SOLV Energy, Inc.

Notes to the Condensed Consolidated Financial Statements

(in thousands, except share and per share amounts, unaudited)

(1)	Description of Business

SOLV Energy, Inc. was incorporated as a Delaware corporation on April 1, 2025 (Date of Formation) for the purpose of completing an initial public offering (“IPO”) of its Class A common stock and related transactions in order to continue the business of SOLV Energy Holdings LLC as a publicly-traded entity.

SOLV Energy, Inc. is a holding company whose sole material assets are the limited liability company interests in SOLV Energy Holdings LLC. All of our business is conducted through SOLV Energy Holdings LLC, together with its subsidiaries, and the financial results of SOLV Energy Holdings LLC are consolidated in our financial statements. SOLV Energy Holdings LLC is taxed as a partnership for federal income tax purposes and, as a result, its members, including SOLV Energy, Inc., pay income taxes with respect to their allocable shares of its net taxable income. Except where the context clearly indicates otherwise, “SOLV,” “we,” “us,” “our,” or the “Company” refers to SOLV Energy, Inc. and all of its direct and indirect subsidiaries, including SOLV Energy Holdings LLC.

The Company’s operations are conducted primarily through its subsidiaries, SOLV Energy, LLC, SEHV Solutions, LLC (collectively, “SOLV Energy”), along with CS Energy LLC, and CS Energy Devco, LLC, (collectively, “CS Energy”), SOLV Drilling Industrial Services, LLC (“SDI”) (f/k/a Sacramento Drilling, Inc), and Spartan Infrastructure, Inc. (“Spartan”).

The Company is a leading provider of infrastructure services to the power industry, including engineering, procurement, construction (“EPC”), testing, commissioning, operations, maintenance and repowering. The Company specializes in designing, building and maintaining utility-scale solar and battery storage projects and related transmission and distribution (“T&D”) infrastructure, and provides operation and maintenance (“O&M”) services pursuant to long-term contracts that typically obligate the customer to pay the Company a fixed monthly fee for operations and routine preventative maintenance and additional fees for corrective maintenance on a time and materials basis.

Initial Public Offering and Reorganization

On February 12, 2026, the Company successfully completed an IPO of 23,575,000 shares of its Class A common stock for net proceeds of approximately $552,500 after deducting the underwriters’ discount and expenses and commissions payable.

In connection with the IPO, SOLV Energy Holdings LLC amended and restated its limited liability company agreement to, among other things, (i) recapitalize all existing ownership interests in SOLV Energy Holdings LLC into a single class of common units (“LLC Interests”) and (ii) appoint a wholly-owned subsidiary of SOLV Energy, Inc. as the sole managing member of SOLV Energy Holdings LLC upon or prior to the acquisition of LLC Interests by SOLV Energy, Inc. in connection with the IPO. Simultaneously with the IPO, SOLV Energy, Inc. amended and restated its certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of its Class A common stock entitling its holder to one vote per share on all matters presented to the Company’s stockholders generally and (ii) for Class B common stock, with each share of the Company’s Class B common stock entitling its holder to one vote per share on all matters presented to the Company’s stockholders generally, and that shares of the Company’s Class B common stock may only be held by the direct and indirect holders of LLC Interests and the Company’s Class B common stock immediately following consummation of the Transactions (“Continuing Equity Owners”) and their respective permitted transferees. As a result, SOLV Energy, Inc. became a holding company and the sole manager of the Company, through its wholly-owned subsidiary, with no material assets other than the ownership of the voting membership interest in the Company.

Additionally, in connection with the IPO and the related liquidation of SOLV Energy Parent Holdings LP, all outstanding Restricted Class C Units (including Legacy SOLV Units and Additional C Units issued in connection with the merger between SOLV Energy Holdings LLC and ASP Endeavor Acquisition LLC, the parent company of CS Energy (the “Merger”)) were converted into common units of SOLV Energy Holdings LLC. Vested class C Units were converted into vested common units. Unvested time units were converted into unvested common units subject to the same time-based vesting schedule.

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SOLV Energy, Inc.

Notes to the Condensed Consolidated Financial Statements

(in thousands, except share and per share amounts, unaudited)

Unvested performance units were converted into common units and treated as time units at the time of original grant, with time-based vesting deemed to have commenced on the original vesting start date, resulting in a portion becoming vested and the remaining portion continuing to vest on the same schedule, subject to continued employment or service.

Simultaneously with the IPO, SOLV Energy Parent Holdings LP was liquidated by distributing LLC Interests and nominal cash to the Continuing Equity Owners. SOLV Energy, Inc. acquired the LLC Interests held by certain Continuing Equity Owners in exchange for 91,773,571 shares of its Class A common stock. After giving effect to the use of proceeds from the IPO, SOLV Energy, Inc. issued 87,141,865 shares of 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.

Subsequent to the IPO, SOLV Energy, Inc. used the net proceeds from this offering to purchase 23,575,000 newly issued LLC Interests directly and/or indirectly from the Company at a price per unit equal to the IPO price per share of Class A common stock less the underwriting discounts and commissions.

(2)	Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries which reflect all adjustments necessary to state fairly the Company’s condensed consolidated financial position, results of operations and cash flows in accordance with principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. These condensed consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. The accompanying condensed consolidated interim financial statements are unaudited and should be read in conjunction with the annual consolidated financial statements, and the notes thereto for the fiscal year ended December 31, 2025. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year.

The Company classifies certain assets and liabilities as current utilizing the duration of the related contract or program as the Company’s operating cycle, which is generally longer than one year. This primarily impacts contract liabilities and contract assets. The Company classifies all other assets and liabilities based on whether the asset will be realized or the liability will be paid within one year.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of SOLV Energy, Inc. and SOLV Energy Holdings LLC and its wholly-owned subsidiaries. SOLV Energy Holdings LLC is considered a variable interest entity and SOLV Energy, Inc. is the primary beneficiary and, through a wholly-owned subsidiary, the sole managing member of SOLV Energy Holdings LLC and has decision making authority that significantly affects the performance of the entity. Accordingly, the Company consolidates SOLV Energy Holdings LLC and reports

non-controlling

interests representing the economic interest in SOLV Energy Holdings LLC held by the Continuing Equity Owners.

The

non-controlling

interests in the condensed consolidated statement of operations for the three months ended March 31, 2026 represents the portion of earnings attributable to the economic interest in SOLV Energy Holdings LLC held by the Continuing Equity Owners. The

non-controll

SEC Form 10-Q filed by SOLV Energy Inc.