SOLV Energy Inc-A美股招股说明书(2026-02-11版)

PROSPECTUS ClassA Common Stock This is the initial public offering of shares of ClassA common stock of SOLV Energy, Inc. (the “Company”). We are offering 20,500,000 shares of our ClassA commonstock.Prior to this offering, there has been no public market for our ClassA common stock. The initial public offering price per share of our ClassA common stock is $25.00. We have been approved to list our ClassA common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “MWH.” We will have two classes of common stock outstanding after this offering: ClassA common stock and ClassB common stock. Each share of our ClassA common stockentitles its holder to one vote per share and each share of our ClassB common stock entitles its holder to one vote per share on all matters presented to our stockholders generally.Immediately following the consummation of this offering, the Continuing Equity Owners (as defined herein) will beneficially own, directly and indirectly, approximately 89.7% ofthe voting power of our outstanding common stock after this offering (or approximately 88.4% if the underwriters exercise in full their option to purchase additional shares). As a result, theContinuing Equity Owners will be able to control any action requiring the general approval of our stockholders, including the election of our board ofdirectors, 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 post-offering organizational structure, commonly referred to as an umbrella partnership-C-corporation, or UP-C structure, provides potential future tax benefits to bothSOLV Energy, Inc. and our Continuing Equity Owners. Prior to the completion of this offering, SOLV Energy, Inc. will enter into a Tax Receivable Agreement (as defined herein)with Continuing Equity Owners and the Blocker Shareholders (as defined herein) that will provide for certain cash payments to be made by SOLV Energy, Inc. to such ContinuingEquity 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 thatotherwise 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—TaxReceivable Agreement.” We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of LLC Interests (asdefined herein) we acquire directly from SOLV Energy Holdings LLC with the proceeds from this offering and directly and indirectly from certain of the Continuing EquityOwners and the Blocker Shareholders collectively representing an aggregate 56.3% economic interest in SOLV Energy Holdings LLC. The remaining 43.7% economic interest inSOLV Energy Holdings LLC will be owned by the Continuing Equity Owners through their ownership of LLC Interests. A wholly-owned subsidiary of SOLV Energy, Inc. will be the sole managing member of SOLV Energy Holdings LLC. SOLV Energy, Inc., through the managing member,will operate and control all of the business and affairs of SOLV Energy Holdings LLC and its direct and indirect subsidiaries and, through SOLV Energy Holdings LLC and itsdirect and indirect subsidiaries, conduct our business. Following this offering, we will be a “controlled company” within the meaning of the Nasdaq rules. See “Our Organizational Structure” and “Management—ControlledCompany Status.” Investing in our ClassA common stock involves risks. See “Risk Factors” starting on page29 to read about factors you should consider beforebuying shares of our ClassA common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (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 3,075,000 shares of our ClassA commonstock from us at the initial public offering price, less the underwriting discounts and commissions to cover over-allotments. Joint Lead Book-Running Managers Jefferies J.P. Morgan KeyBanc Capital MarketsBairdCIBC Capital Markets UBS Investment BankWolfe | Nomura AllianceRoth Capital Partners Evercore ISI Table of Contents TABLE OF CONTENTS PagePROSPECTUS SUMMARY1RISK FACTORS29CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS73OUR ORGANIZATIONAL STRUCTURE76USE OF PROCEEDS82DIVIDEND POLICY83CAPITALIZATION84DILUTION85UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION87MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS97BUSINESS12