SOLV Energy, Inc.

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 (“Holdings”) as a publicly-traded entity.

SOLV Energy, Inc. is a holding company whose sole material assets are the limited liability company interests in Holdings. All of our business is conducted through Holdings, together with its subsidiaries, and the financial results of Holdings are consolidated in our financial statements. Holdings 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 Holdings.

Our operations are conducted primarily through our 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”).

We are a leading provider of infrastructure services to the power industry, including engineering, procurement, construction (“EPC”), testing, commissioning, operations, maintenance and repowering. We specialize 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, Holdings amended and restated its limited liability company agreement to, among other things, (i) recapitalize all existing ownership interests in Holdings 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 Holdings 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 Holdings, 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 Holdings and ASP Endeavor Acquisition LLC, the parent company of CS Energy (the “Merger”)) were converted into common units of Holdings. 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. 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.

On June 1, 2026, we completed a secondary public offering of 15,000,000 shares of our Class A common stock, of which 7,698,410 shares were sold by ASP Endeavor Investco LP, ASP SOLV Aggregator LP and ASP VIII Alternative Investments Solstice, L.P. (collectively, the “selling stockholders”) and 7,301,590 shares were sold by us at an offering price of $36.00 per share, before underwriting discounts and commissions. On June 4, 2026, the underwriters exercised their overallotment option in full to purchase an additional 2,250,000 shares of our Class A common stock, of which 1,154,760 shares were sold by the selling stockholders and 1,095,240 were sold by us at an offering price of $36.00 per share, before underwriting discounts and commissions. We used all of the net proceeds from the public offering that was paid to us to purchase 8,396,830 LLC Interests from the Continuing Equity Owners 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 did not receive any proceeds from the sale of our Class A common stock by the selling stockholders.

We

bore the costs associated with the sale of shares of Class A common stock by the selling stockholders, other than underwriting discounts and commissions from the shares sold by the selling stockholders.

The accompanying condensed consolidated financial statements include the accounts of SOLV Energy, Inc. and its controlled subsidiaries which reflect all adjustments necessary to state fairly our 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 U.S. 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.

We classify certain assets and liabilities as current utilizing the duration of the related contract or program as our 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 Holdings and its wholly-owned subsidiaries. Holdings is considered a variable interest entity and we are the primary beneficiary and, through a wholly-owned subsidiary, the sole managing member of Holdings and have decision making authority that significantly affects the performance of the entity. Accordingly, we consolidate Holdings and report

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

The

interests in the condensed consolidated statement of operations for the three and six months ended June 30, 2026 represents the portion of earnings attributable to the economic interest in Holdings held by the Continuing Equity Owners. The

interests in the condensed consolidated balance sheet as of June 30, 2026 represents the portion of our consolidated net assets attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders, which was 38.9% of the total LLC Interests as of June 30, 2026.

Included below are selected significant accounting policies including those that were added or modified during the six months ended June 30, 2026 as a result of new transactions entered into or the adoption of new accounting policies. Refer to

Note 3—Summary of Significant Accounting Policies

in the Annual Report for the full list of our significant accounting policies.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and these notes.

Actual results could differ from those estimates and may result in material effects on our operating results and financial position. Estimates made in preparing the accompanying condensed consolidated financial statements primarily include, but are not limited to, those related to revenue recognition, goodwill and long-lived asset valuations, impairment assessments, stock-based compensation awards, and estimates related to the tax receivable agreement.

Materials Inventory

Materials inventory generally consists of raw materials for use on new construction projects and is stated at the lower of cost and net realizable value, with cost determined using the specific identification method. We periodically assess materials inventory for obsolescence and recoverability and record write-downs to net realizable value based on assumptions about future demand, market conditions, plans for disposal, and physical condition of the materials.

Income Taxes

After the completion of the IPO, we became subject to U.S. federal, state, and local income taxes with respect to our allocable share of taxable income of Holdings assessed at the prevailing corporate tax rates. Holdings operates as a limited liability company and is treated as a partnership for income tax purposes. Accordingly, Holdings incurs no significant liability for federal or state income taxes since the taxable income or loss is passed through to its members. Holdings incurs liabilities for certain state taxes paid directly by it, which are not significant and for which the expense is included in the provision for income taxes in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025.

We use the liability method to account for income taxes in accordance with

ASC 740—Income Taxes

. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. Deferred tax amounts are calculated using the enacted tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are recorded when it is considered more likely than not that they will be realized. We evaluate the need for a valuation allowance by considering all available evidence, including projections of future taxable income, the timing of temporary difference reversals, the existence of tax planning strategies and historical operating results.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. As of June 30, 2026 and December 31, 2025, there were no known items that would require an accrual for uncertain tax positions.

Tax Receivable Agreement

In connection with the IPO, we entered into a Tax Receivable Agreement (“TRA”) with Holdings and the Continuing Equity Owners whereby we agreed to pay to such Continuing Equity Owners 85% of the benefits that we realize, or are deemed to realize, as a result of our allocable share of existing tax basis acquired in the IPO, increases in our share of existing tax basis and adjustments to the tax basis of the assets of Holdings as a result of sales or exchanges of common units, and certain other tax benefits related to entering into the TRA.

In addition to tax expenses, we will also make payments under the TRA, which are expected to be significant. We will account for the income tax effects and corresponding TRA’s effects resulting from future taxable purchases or redemptions of LLC Interests of the Continuing Equity Owners by recognizing an increase in deferred tax assets, based on enacted tax rates at the date of the purchase or redemption. Further, we will evaluate the likelihood that we will realize the benefit represented by the deferred tax asset and, to the extent that we estimate that it is more likely than not that we will not realize the benefit, we will reduce the carrying amount of the deferred tax asset with a valuation allowance. The amounts to be recorded for both the deferred tax assets and the liability for obligations under the TRA will be estimated at the time of any purchase or redemption as an adjustment to stockholders’ equity, and the effects of changes in any estimates after this date will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements. A change in our assessment of such consequences, such as realization of deferred tax assets, changes in tax laws or interpretations thereof could materially impact results.

We recognize obligations arising under the TRA in accordance with ASC 450—

Contingencies

. Obligations under the TRA are accrued when it is probable that a liability has been incurred and its amount is estimable. Liabilities associated with the TRA are classified as either current or noncurrent based on the expected date of payment and are presented in the condensed consolidated balance sheets. The exchange of partnership interest will result in an increase in TRA liabilities with a corresponding adjustment to Additional

paid-in

capital. Subsequent remeasurement of the TRA liabilities is recognized in the condensed consolidated statement of operations. See Note 8 —

Income Taxes and Tax Receivable Agreement

for additional information.

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). Stock-based awards, including stock options. restricted stock awards. and restricted stock units are measured at their grant-date fair value and recognized as

compensation expense on a straight-line basis over the requisite service period, which generally corresponds to the vesting period of the award. The grant date fair value of restricted stock awards and restricted stock units are determined based on our Class A common stock closing price on the grant date. The grant date fair value of stock options are determined on each grant date using the Black-Scholes option pricing model, which requires us to make certain assumptions with respect to selected model inputs, such as: (i) the risk-free interest rate, (ii) the expected volatility of our Class A common stock, (iii) the expected dividend yield, and (iv) the expected term. Forfeitures are accounted for as they occur.

For periods prior to the IPO, the grant date fair value of the Restricted Class C Units was determined on each grant date using the Black-Scholes option-pricing model, which required us to make certain assumptions with respect to selected model inputs, such as: (i) the risk-free interest rate, (ii) the expected volatility of the price of the Restricted Class C Units, (iii) the expected dividend yield, and (iv) the expected time to liquidity.

Prior to the IPO, the fair value of the Restricted Unit Appreciation (“RUA”) Plan awards was measured based on the fair value of Class A units of SOLV Energy Parent Holdings LP, which was estimated using generally accepted equity valuation and allocation methods. Subsequent to the IPO, the fair value of RUA awards is derived from the fair market value of our Class A common stock on the settlement date and is therefore a Level 1 measurement. The change in fair value at each reporting end will be recognized in the condensed consolidated statement of operations.

See Note 9 – Stock-based Compensation, for additional information on our stock-based compensation plans and awards

.

Earnings per Share

Basic earnings per share is computed by dividing net income (loss) attributable to SOLV Energy, Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is computed by giving effect to all potential shares, including LLC Interests (which may be held indirectly through SOLV Energy Management Holdings LP), stock-options, restricted stock awards, and restricted stock unit awards, to the extent dilutive. We use the

“if-converted”

method to determine the potential dilutive effects of the vested LLC Interests and the treasury stock method to determine the potential dilutive effects of the unvested LLC Interests and the vesting of the outstanding equity awards. Both methods are used as if the common units and outstanding equity awards were converted into our Class A common stock as of the IPO date.

See Note 11 – Earnings Per Share, for additional information on dilutive securities.

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU

2024-03,

“

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic

220-40):

Disaggregation of Income Statement Expenses

.” The update requires entities to tabularly disclose in the footnotes to the financial statements, the amounts of purchased inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The standard also requires disclosure of the amount and a qualitative description of other items remaining in relevant expense captions that are not separately disaggregated. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and both prospective and retrospective application are permitted. We are currently assessing the effect of this update.

In September 2025, the FASB issued ASU

2025-06,

“

Intangibles-Goodwill and

Other-Internal-Use

Software (Subtopic

350-40):

Targeted Improvements to the Accounting for

Internal-Use

Software

”, which amends the guidance on

internal-use

software. The ASU removed all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic

350-40.

Instead an entity is required to start capitalizing software costs when 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed, and the software will be used to perform the function intended (referred to as the

“probable-to-complete

recognition threshold”). Among other things, the ASU also specified that disclosures are required for all capitalized

internal-use

software costs, regardless of how these costs are presented in the financial statements. The ASU is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently assessing the effect of this update.

Revenue Overview

We apply the guidance in ASC 606,

Revenue from Contracts with Customers (Topic 606)

, when recognizing revenue associated with its contracts with customers. We generate revenue from the construction of new solar, battery storage, T&D or other projects pursuant to EPC contracts. We also generate revenue from maintaining, upgrading, or repowering existing solar, battery storage or T&D projects pursuant to O&M agreements.

We recognize revenue using the

percentage-of-completion

method (an input method), based on costs incurred to date compared to total estimated costs. Costs related to uninstalled materials are included in this calculation provided that control of those materials has transferred to the customer. This method is the most accurate measure of our contract performance because it directly measures the value of the goods and services transferred to the customer.

Estimated costs include our latest estimates using judgments with respect to labor hours and costs, materials, subcontractor costs, among other costs. Changes to total estimated costs or losses, if any, are recognized in the period in which they are determined to be assessed at the contract level.

For our O&M agreements, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price O&M agreements with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly and the customer receives and consumes the benefits of our performance throughout the contract term.

Revenues recognized by us from the sale of development projects are recognized at a point in time when control of the related project transfers to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the project.

The following table presents our revenue disaggregated by service type:

Variable Consideration

The nature of our contracts gives rise to variable consideration, including unexecuted change orders and liquidated damage penalties. Change orders are for goods and services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract. We recognize revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. We estimate the amount of revenue to be recognized on variable consideration by using the expected value or the most likely amount method, whichever is expected to better predict the amount.

Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on an assessment of the anticipated performance and all information (historical, current, and forecasted) that is reasonably available including, but not limited to, contractual entitlement and documented approval by

customers.

Change in Estimates

Due to uncertainties inherent in the estimation process and the significant judgments involved in determining variable consideration, our estimates of costs to complete performance obligations and transaction prices may change as new information becomes available.

Revenues were positively impacted by $24,320 and $27,278 during the three months ended June 30, 2026 and 2025, respectively, as a result of changes in estimates associated with performance obligations on contracts partially satisfied prior to March 31, 2026 and 2025, respectively. Revenues were positively impacted by $49,486 and $30,660 during the six months ended June 30, 2026 and 2025, respectively, as a result of changes in estimates associated with performance obligations on contracts partially satisfied prior to December 31, 2025 and 2024, respectively.

Practical Expedient

If we have a right to consideration from a customer in an amount that corresponds directly with the value of our performance completed to date, we recognize revenue in the amount to which it has a right to invoice for services performed.

Remaining Performance Obligations

As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $3,546,244, which is related to our EPC service contracts. We anticipate recognizing revenue on substantially all the remaining performance obligations under these contracts over the next 12 to 18 months.

For our O&M agreements, we have elected to apply the optional exemption, which waives the requirement to disclose the remaining performance obligation for revenue recognized through the right to invoice practical expedient and contracts that have an original expected duration of one year or less.

Contract Assets and Liabilities

During the six months ended June 30, 2026 and 2025, we recognized revenue of $296,596 and $207,293 related to contract liabilities outstanding as of the beginning of each respective period.

Contract assets and liabilities consisted of the following:

Contract assets and liabilities fluctuate period to period based primarily on changes in the number and size of projects in progress at period end, variability in billing and payment terms, and the amounts of unapproved change orders and contract claims. The increase in contract assets for the six months ended June 30, 2026 was primarily attributable to the commencement of new projects in 2026, partially offset by completion of certain projects and the corresponding billings of amounts previously recorded in contract assets.

The decrease in contract liabilities for the six months ended June 30, 2026 is due primarily to the completion of certain projects and satisfaction of performance obligations related to contract amounts previously billed, partially offset by the commencement of new projects in 2026 and timing of billings in relation to costs incurred on certain projects.

In the first quarter of 2026, we had a segment change moving from two operating segments to one operating segment to align with how our chief operating decision maker (the “CODM”) manages the business. Our CODM is our Chief Executive Officer. As a result of this change, we now haveone operating segment andone reportable segment.

Our CODM allocates resources and assesses our performance based on consolidated net income, as reported on the condensed consolidated statement of operations, which, as the segment measure of profit or loss that is most consistent with U.S. GAAP, is the required segment measure. Our CODM uses this to make decisions regarding our business, including performance assessments and strategic and operational planning, in compliance with ASC 280,

Segment Reporting

. Consolidated net income was $66,833 and $44,632 for the three months ended June 30, 2026 and 2025, respectively, and $39,419 and $44,130 for the six months ended June 30, 2026 and 2025, respectively. Our CODM is regularly provided with expense categories for the Company’s single operating segment that are the same as the expense captions present in our condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

We determined the value of our intangible assets upon acquisition based on fair value assumptions determined at that time. We amortize intangible assets with finite useful lives over their respective estimated useful lives using the straight-line method. The following table summarizes our intangible assets:

Debt obligations consisted of the following:

Extinguishment of Term Debt

In connection with the completion of the IPO and the application of the net proceeds therefrom, we terminated our existing term credit agreement and fully repaid outstanding term debt of approximately $401,100. We recognized a $10,485 loss on the extinguishment of debt relating to the

write-off

of unamortized debt issuance costs of $6,419 and prepayment penalty of $4,066.

New Revolving Credit Facility

On February 12, 2026, in connection with the IPO, we terminated our Prior Revolving Facility and entered into our New Revolving Credit Facility with various lenders providing for revolving borrowings in an aggregate principal amount of

$200,000.

The obligations under the New Revolving Credit Facility are secured by substantially all of the assets of Holdings and its subsidiaries.

The New Revolving Credit Facility matures on February 12, 2031 and is subject to the usual and customary affirmative and negative covenants for facilities and transactions of this type. The New Revolving Credit Facility bears interest at a rate per annum equal to either of the following, plus, in each case, an applicable margin ranging from

0.50% to 1.25%, with respect

to

base rate borrowings and 1.50% to 2.25% with respect to SOFR borrowings, in each case, based on our total net leverage ratio: (a) the base rate and (b) a benchmark reference rate.

The New Revolving Credit Facility is subject to an annual unused line fee which shall accrue at a rate ranging from

0.20% to 0.35%,

based on the total net leverage ratio. For additional information regarding the terms of the New Revolving Credit Facility including interest rates, maturities, covenants and collateral, refer to Note 8—Debt Obligations in our Annual Report on Form

10-K

for the year ended December 31, 2025.

As of June 30, 2026, there wereno borrowings outstanding under the New

Revolving Credit Facility

and $13,355 of letters of credit were outstanding.

The Prior Revolving Facility was legally terminated and replaced with the New Revolving Credit Facility, and we accounted for the replacement as a modification of a revolving-debt arrangement. The analysis was based on a comparison of borrowing capacity under the

Prior Revolving Facility and the New Revolving Credit Facility. Accordingly, the unamortized deferred financing costs of

$1,598

associated with the Prior Revolving Facility continue to be deferred and are amortized over the term of the New Revolving Credit Facility.

In connection with our entry into the New

Revolving Credit Facility

, we incurred approximately $2,919 of lender and third-party fees.

Amortization of debt issuance costs, which is included within interest expense in the condensed consolidated statements of operations, was approximately $224 and $150 for the three months ended June 30, 2026 and 2025, respectively, and $343 and $297 for the six months ended June 30, 2026 and 2025, respectively.

We are organized as a corporation for income tax purposes and are subject to federal, state and local taxes on our income, which is primarily sourced from our membership interest in Holdings held for any given reporting period. Holdings is a partnership for U.S. federal income tax purposes and, as a result, its members, including us, will pay income taxes with respect to their allocable shares of its taxable income.

Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss before income taxes, excluding unusual or infrequently occurring discrete items, for the reporting period.

For the three and six months ended June 30, 2026, our effective tax rates were 8.0% and 20.2%, respectively. The differences between our estimated annual effective income tax rate and the U.S. federal statutory rate were primarily attributable to the exclusion of income and related taxes associated with noncontrolling interests, partially offset by the tax effects of stock-based compensation. These effective tax rates were higher than the tax rates for the three and six months ended June 30, 2025, primarily because, prior to the initial public offering, we were organized as a pass through entity for U.S. federal income tax purposes and generally did not pay income taxes in most jurisdictions.

On February 12, 2026, we recorded a net deferred tax asset of $101,302 primarily related to (i) the temporary difference between the book and tax basis of its investment in Holdings of $69,866 (ii) $19,423 of tax benefits from future deductions attributable to payments under the Tax Receivable Agreements, and (iii) $12,005 tax deductions for NOL carryovers as a result of the Blocker Companies merger.

The initial deferred tax asset was recorded as an adjustment to additional

paid-in

capital in the condensed consolidated balance sheets. Additionally, and concurrent with the Transactions, we recorded a liability pursuant to the TRA of $172,344 and a corresponding reduction to additional

paid-in

capital. The net impact to additional

paid-in

capital was a reduction of $71,042 and is presented within our condensed consolidated statements of stockholders’ equity.

In connection with the IPO and the Transactions, we entered into the TRA with the Continuing Equity Owners that provides for the payment by us to the Continuing Equity Owners of 85% of the benefits, that we realize, or are deemed to realize, as a result of our allocable share of existing tax basis acquired in the IPO and other tax benefits related to entering into the TRA.

On June 1, 2026, we completed a secondary offering that involved an exchange of LLC interests for an equal number of shares of Class A common stock. We recognized an additional liability for obligations under the TRA of $70,751 and a deferred tax asset of $75,250, the net effect of which was recorded as an adjustment to stockholders’ equity.

In connection with the IPO, stockholders approved the 2026 Equity Incentive Plan (the “2026 Plan”), which became effective on February 12, 2026. The 2026 Plan is administered by our board of directors or a committee thereof and provides for customary limitations, including an annual compensation limit applicable to

non-employee

directors.

The 2026 Plan provides for the issuance of up to 7,500,000 shares of Class A common stock for equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, and includes an annual automatic increase in the share reserve equal to 3% of the total number of shares of Class A common stock outstanding as of the end of the immediately preceding fiscal year, beginning on January 1 following the IPO and continuing through the ninth anniversary of the effective date of the 2026 Plan, unless our board of directors determines a lesser increase for any such year. As of June 30, 2026,4,157,754 shares of Class A common stock are available for future grant under the 2026 Plan.

Restricted Stock Awards (“RSA”)

In connection with the IPO on February 12, 2026, we awarded an aggregate of 261,000 shares of restricted stock to certain of our executives and employees and

non-employee

directors under the 2026 Plan with an aggregate grant date fair value of $6,525. The RSAs were awarded to all employees with at least one year of service at the time of the IPO. The RSAs cliff vest on the third anniversary of the completion of the IPO, subject to continued employment on such date. Additionally, vesting is subject to certain change in control and termination provisions as provided in the award agreements. No RSAs have been awarded since the IPO. During the three and six months ended June 30, 2026,10,400 and 14,000 RSAs were forfeited, respectively.

As of June 30, 2026, all the RSAs that are outstanding remain unvested. The grant date fair value of each RSA of $25.00 per share was based on the fair value of a share of Class A common stock at the time of the IPO. Our total

compensation expense for RSAs was approximately $521 and $797 for the three and six months ended June 30, 2026, respectively, and is included in “Cost of revenue” and “Selling, general and administrative expenses” in the condensed consolidated statements of operations.

We expect to recognize the unamortized

RSA-related

compensation expense of approximately $5,378 as of June 30, 2026 over a weighted-average period of approximately 2.6 years.

Restricted Stock Units (“RSU”)

During the three months ended June 30, 2026, we awarded an aggregate of 45,814 RSUs to certain employees under the 2026 Plan with an aggregate grant date fair value of $1,937. Twenty-five percent (25%) of the RSUs vest on each of the first four anniversaries of the grant date, subject to continued employment on such

date. All unvested units are forfeited upon termination of employment. Unvested units vest immediately if the holder is terminated without cause within 24 months following a change in control.

No

RSUs were forfeited during the three months ended June 30, 2026.

As of June 30, 2026, all of the awarded RSUs remain outstanding and unvested. The $42.27 per share fair value of each RSU was based on the fair value of a share of Class A common stock on the grant date. The total compensation expense for RSUs was approximately $72 for the three and six months ended June 30, 2026, and is included in “Cost of revenue” and “Selling, general and administrative expenses” in the condensed consolidated statements of operations. We expect to recognize the unamortized

RSU-related

compensation expense of approximately $1,865 as of June 30, 2026 over a weighted-average period of approximately 3.9 years.

Stock Options

In connection with the IPO on February 12, 2026, we awarded an aggregate of 3,077,446 stock options exercisable for shares of Class A common stock with an exercise price per share of $25.00 based on the fair value at the time of the IPO. These option awards were made under the 2026 Plan in connection with the conversion of legacy Class C profits interests of Holdings into

LLC Units effected at the IPO, as described in our prospectus dated February 11, 2026. The options will vest in three equal annual installments over the three-year period following the IPO, subject to continued employment through the vesting date. Unvested options are generally forfeited upon termination of employment, and all options, whether vested or unvested, are forfeited if employment is terminated for cause. Unvested options vest immediately if the holder is terminated without cause within 24 months following a change in control. Options expire ten years from the grant date unless forfeited or terminated earlier under the terms of the award agreement or the 2026 Plan.

During the three months ended June 30, 2026, an additional 25,000 stock options were

granted. During the three and six months ended June 30, 2026,

48,106

and 53,014 stock options were forfeited, respectively.

As of June 30, 2026, all of the outstanding stock options remain unvested. Total

compensation expense for the outstanding stock options was approximately $2,935 and $4,518 for the three and six months ended June 30, 2026, respectively, and is included in “Cost of revenue” and “Selling, general and administrative expenses” in the condensed consolidated statements of operations.

We expect to recognize the unamortized stock option-related

compensation expense of approximately $31,217 as of June 30, 2026 over a weighted-average period of approximately 2.6 years.

We estimate the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which greatly affect the fair value of each stock option. The weighted-average assumptions used to estimate the fair value of stock options granted during the six months ended June 30, 2026 were as follows:

Restricted Unit Appreciation (“RUA”) Plan

At the completion of the IPO, all of the RUA awards had vested and the outstanding RUA awards will be settled in cash on or within 60 days following December 23, 2026, based on the fair market value of the Class A common stock on December 23, 2026. The aggregate cash amount that is payable to settle the outstanding RUA awards as of June 30, 2026 is approximately $44,747. The change in fair value was recognized in “Cost of revenue” and “Selling, general and administrative expenses” in the condensed consolidated statements of operations.

Restricted Class C Unit Conversion

The Reorganization Transactions entered into in connection with the IPO consequently ended the Restricted Class C unit and Additional Class C unit plans and caused all outstanding units to be converted into a number of LLC Interests (which may be held indirectly through SOLV Energy Management Holdings LP) with a time-based vesting condition. Prior to the IPO, the Restricted Class C units were granted to employees and

non-employees

with time, performance and multiple on invested capital (“MOIC”) vesting conditions.

In connection with the IPO, vested Restricted Class C units and Additional Class C units were converted into vested LLC Interests (which may be held indirectly through SOLV Energy Management Holdings LP). The unvested Restricted Class C that were time-vesting units and unvested Additional Class C units converted into unvested LLC Interests with the same time vesting schedule. The unvested Restricted Class C units that were performance and MOIC vesting units were converted into LLC Interests and are treated as if they were time-vesting units at the time of grant, such that a portion of such LLC Interests are vested and a portion are unvested subject to the remaining time vesting schedule that applies to the time-vesting units. For each LLC Interest outstanding, there is a corresponding share of our Class B common stock tied to it. The shares of Class B common stock have voting rights, but no economic rights.

We determined that the exchange of the Restricted Class C time and performance vesting units and the Additional Class C units for LLC Interests (which may be held indirectly through SOLV Energy Management Holdings LP) and Class B common stock tied to such LLC Interests) is a Type I modification pursuant to ASC 718,

Compensation – Stock Compensation (“ASC 718”)

because the units prior to and after the exchange are expected to vest. We recorded

$1,754 and $3,307 in

compensation expense associated with the Restricted Class C time vesting units, performance vesting units and the Additional Class C units for the three and six months ended June 30, 2026 in the condensed consolidated statements of operations. As of June 30, 2026, there was $10,693, $1,462 and $1,691 of unrecognized

compensation expense expected to be recognized through 2029, respectively for these units.

We determined that the exchange of the Restricted Class C MOIC-vested units for LLC Interests (which may be held indirectly through SOLV Energy Management Holdings LP) and Class B common stock is a Type III modification pursuant to ASC 718 because the MOIC-vested units vesting condition was deemed improbable and is now considered probable. As a result of the exchange, we recognized a

one-time

incremental

compensation expense of approximately

$52,270 for the applicable vested LLC Interests in the condensed consolidated statement of operations for the six months ended June 30, 2026. We recorded $4,112 and $6,688 in

compensation expense associated with these MOIC-vested units for the three and six months ended June 30, 2026, respectively, and is included in Cost of revenue and Selling, general and administrative expenses in the condensed consolidated statements of operations. As of June 30, 2026, there was $11,089 of unrecognized

compensation expense expected to be recognized through 2029.

The following table summarizes the capitalization and voting rights of our classes of stock as of June 30, 2026:

Our board of directors is authorized to direct us to issue shares of preferred stock in one or more series and the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Through June 30, 2026, no series of preferred stock have been issued.

Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of shares of our Class A common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class A common stock.

Holders of our Class B common stock do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation. Additionally, holders of shares of our Class B common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class B common stock. Any amendment of our amended and restated certificate of incorporation that gives holders of our Class B common stock (i) any rights to receive dividends or any other kind of distribution, (ii) any right to convert into or be exchanged for Class A common stock or (iii) any other economic rights will require, in addition to stockholder approval, the affirmative vote of holders of our Class A common stock voting separately as a class. We must, at all times, maintain (i) a

ratio between the number of shares of Class A common stock issued by us and the number of LLC Interests owned by us, and (ii) maintain a

ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners.

Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a

ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Only permitted transferees of LLC Interests held by the Continuing Equity Owners will be permitted transferees of Class B common stock.

The LLC Interests held by Continuing Equity Owners include a redemption right which may be settled by us, at our election, through the (i) issuance of a new share of Class A common stock for each LLC Interest redeemed or (ii) settled by cash proceeds received from a qualifying offering of Class A common stock. The LLC Interests are not classified as temporary equity as the cash settlement is limited to the proceeds from a new offering of Class A common stock which is equity-classified.

Noncontrolling Interests

SOLV Energy, Inc., through a wholly owned subsidiary, became the sole manager of Holdings and accordingly consolidates the results of operations of Holdings. The noncontrolling interests balance on our consolidated balance sheets represents the portion of LLC Interests held by the Continuing Equity Owners. Net (loss) income is attributed to the noncontrolling interests based on the weighted-average ownership percentages of LLC Interests outstanding during the period.

As of June 30, 2026, SOLV Energy, Inc., directly and indirectly, held 123,745,401 LLC Interests of Holdings resulting in an ownership interest of 61.1%.

Basic earnings per share is computed by dividing net income attributable to us by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed by adjusting the net income available to us and the weighted average shares outstanding to give effect to potentially dilutive securities. Shares of Class B common stock are noneconomic and are not entitled to receive any distributions or dividends and are therefore excluded from this presentation since they are not participating securities.

Our current capital structure is not reflective of the capital structure of Holdings prior to the IPO and the Transactions. Prior to the IPO, Holdings membership structure included Class A Units and Restricted Class C Units. We analyzed the calculation of earnings per unit for the periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, earnings per share has not been presented for the period of the year prior to the IPO or for the three and six months ended June 30, 2025.

Basic and diluted earnings per share of common stock for the three and six months ended June 30, 2026 have been computed as follows

The calculation of diluted net income per share for the three and six months ended June 30, 2026 excludes the restricted stock units granted under the 2026 Plan because their inclusion in the calculation would be anti-dilutive.

The following securities were excluded from the computation of diluted net income per share for the period presented because their effect on net income per share would have been anti-dilutive:

Legal Proceedings

From time to time, we are involved in various lawsuits, claims, inquiries and other regulatory and compliance matters, most of which are routine to the nature of our business.

Additional lawsuits, claims, inquiries and other regulatory and compliance matters could arise in the future. The range of expenses for resolving any future matters would be assessed as they arise; until then, a range of potential expenses for such resolution cannot be determined.

Based upon current information, we concluded that the impact of the resolution of these matters would not be, individually or in the aggregate, material to our financial position, results of operations or cash flows.

Warranties

We provide warranties for EPC and O&M projects, guaranteeing the work performed against defects in equipment, materials, design, or workmanship. The length of the warranty period is generally two years. Materials and equipment used in construction are either provided by the customers or warranted against defects by suppliers. The warranty claims that we historically received have not been substantial.

See Note 15 –

Details of Certain Accounts

for warranty reserves recorded on the condensed consolidated balance sheets.

Tariffs

In February 2026, the U.S. Supreme Court issued a ruling invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA). We are evaluating the impacts of these developments on our results of operations, as well as more recent changes regarding tariffs. We will continue to monitor developments on tariff policy and evaluate any changes to the applicability of tariffs to our business as they occur. As of June 30, 2026, we have not recorded any impact for potential recovery of tariff-related costs as the processes related to such recovery remain uncertain.

Transactions with a Minority Investor

Prior to the IPO and the related liquidation of SOLV Energy Parent Holdings LP, on December 20, 2025, SOLV Energy Parent Holdings LP redeemed the units held by a minority investor in exchange for a $112,500 note secured by a first priority lien on all of SOLV Energy Parent Holdings LP’s assets, including its equity interests in Holdings. The note was subsequently settled in January 2026 using cash on hand distributed upstream to SOLV Energy Parent Holdings LP from Holdings.

Transactions with American Securities

We were party to certain management consulting agreements with American Securities (“Consulting Agreements”), pursuant to which American Securities agreed to provide us certain management and legal services. We were required to pay American Securities an annual fee to $3,000, payable in equal quarterly cash installments. The Consulting Agreements were terminated in connection with the consummation of the IPO and Reorganization, and no further amounts are payable to American Securities. Payments made under the consulting agreements, including reimbursable expenses, were $0 and $750 during the three and six months ended June 30, 2026, respectively, and $1,204 and $1,954 during the three and six months ended June 30, 2025, respectively. These amounts are included in “Selling, general and administrative expenses”.

In connection with the redemption of the minority investor units noted above, SOLV Energy, LLC entered into a loan agreement, dated as of January 5, 2026, with affiliated funds of American Securities. The loan agreement was terminated on February 12, 2026 in connection with the IPO.

In June 2026, a secondary public offering was completed with certain selling stockholders for 8,853,170 shares of our Class A common stock. We did not receive any proceeds from the sale of our Class A common stock by the selling stockholders. We bore the costs associated with the sale of shares of Class A common stock by the selling stockholders, other than underwriting discounts and commissions from the shares sold by the selling stockholders, which were approximately $1,273 and were included in “Selling, general and administrative expenses”

.

SDI Acquisition

On January 8, 2025, we acquired 100% of the ownership interests in SDI, a solar predrill and pile foundation installation contractor based in Sacramento, California. The aggregate consideration for the acquisition was approximately $16,941, of which approximately $11,154 was paid in cash at closing and $5,500 is deferred and payable on the

one-year

anniversary of the acquisition. On January 8, 2026, we settled the remaining $5,500 deferred acquisition payment obligation.

(in thousands, except share and per

share

amounts

,

unaudited

)

Our condensed consolidated financial statements include SDI’s revenue and net income which were immaterial for the three and six months ended June 30, 2026 and 2025. Pro forma financial information has not been presented for the SDI acquisition as the impact to our condensed consolidated financial statements was not material.

Spartan Acquisition

On June 13, 2025, we acquired 100% of the equity interests of Spartan for an approximate acquisition purchase price of $67,006, which was paid in cash at closing. Spartan specializes in providing services related to infrastructure development and investment, specifically Spartan self-performs electrical transmission construction services and provides procurement and subcontracting engineering services.

We recorded provisional amounts for certain acquired assets and liabilities as the valuations were not complete as of the acquisition date. During the three months ended June 30, 2026, we finalized the allocation of the purchase consideration to the acquired assets and liabilities and recorded adjustments of $3,600 to intangible assets and $1,142 to deferred taxes, with the corresponding $2,458 adjustment recorded to goodwill.

Our condensed consolidated financial statements include Spartan’s revenue and net income which were immaterial for the three and six months ended June 30, 2026 and 2025. Pro forma financial information has not been presented for the Spartan acquisition as the impact to our condensed consolidated financial statements was not material.

Capitalized Project Development Costs

A reconciliation of capitalized project development costs is as follows:

Prepaids and Other Current Assets

Prepaids and other current assets consisted of the following:

Property and Equipment

Property and equipment, net consisted of the following:

The following table summarizes depreciation expense included in “Cost of revenue” and “Selling, general and administrative expenses”:

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

Other Long-Term Liabilities

Other long-term liabilities consisted of the following:

Acquisition of Roberson Waite Electric

On July 1, 2026, we completed the previously-announced acquisition of 100% of the ownership interest in Roberson Waite Electric (“Roberson Waite”) for

$

40,865

in cash at closing, subject to customary post-closing adjustments, and up to $

9,000

payable in subsequent years, subject to certain performance criteria. Roberson Waite is a California-based provider of utility substation construction, testing, commissioning, and related infrastructure services

.