SOLV Energy Inc-A美股招股说明书(2026-05-29版)

15,000,000 Shares SOLV Energy, Inc. ClassA Common Stock This prospectus relates to the sale of (i)7,698,410 shares of ClassA common stock of SOLV Energy, Inc. (the “Company”) by ASP Endeavor Investco LP, ASP SOLV Aggregator LPand ASP VIII Alternative Investments Solstice, L.P. (collectively, the “selling stockholders”) and (ii)7,301,590shares of ClassA common stock by us. We intend to use the net proceeds wereceive from this offering to purchase 7,301,590 LLC Interests (as defined herein) (or 8,396,830 LLC Interests if the underwriters exercise in full their option to purchase additional shares ofClassA common stock) from the Continuing Equity Owners (as defined herein), including our Sponsor, directors and, indirectly through the purchase of LLC Interests from ManagementHoldings (as defined herein), our executive officers (collectively, the “Redeeming Holders”). We will not receive any of the proceeds from the sale of shares of ClassA common stock by theselling stockholders in this offering. See “Use of Proceeds.” Our shares of ClassA common stock are listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “MWH.” On May28, 2026, the last reported sale price of ourClassA common stock as reported on Nasdaq was $36.71 per share. We have two classes of common stock outstanding: ClassA common stock and ClassB common stock. Each share of our ClassA common stock entitles its holder to one vote pershare and each share of our ClassB 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 ContinuingEquity 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, theadoption 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. andour 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 theBlocker 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 respectof 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 thebenefit 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 andcontrols 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. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus 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 1,095,240shares of our ClassA common stock fromus and 1,154,760shares of our ClassA 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 June1, 2026. 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 SUMMARY1THE OFFERING15RISK FACTORS24CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS67OUR ORGANIZATIONAL STRUCTURE70USE OF PROCEEDS74DIVIDEND POLICY75CAPITALIZATION76UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION77MANAGEMENT’S DISCUSSION AND