The $36.00 offering price represented a discount of approximately 1.9 percent to SOLV Energy's $36.71 Nasdaq closing price on May 28, 2026, the last trading day before pricing. The underwriting discount was $1.26 per share, or $18,900,000 in aggregate. Net proceeds before expenses were approximately $34.74 per share, equating to $253,657,236.60 to the company and $267,442,763.40 to the selling stockholders. The underwriters were granted a 30-day option to purchase up to an additional 1,095,240 shares from the company and up to 1,154,760 shares from the selling stockholders at the public offering price, less underwriting discounts; the prospectus does not indicate whether this option was exercised.
SOLV Energy stated it will use its net proceeds, estimated at approximately $251.66 million (or approximately $289.71 million if the underwriters' option is exercised in full), exclusively to purchase a corresponding number of LLC Interests in its operating subsidiary, SOLV Energy Holdings LLC, from the Redeeming Holders at a price per LLC Interest equal to the public offering price net of underwriting discounts. This is a pass-through mechanic tied to the company's Up-C organizational structure; the company will not receive any proceeds from shares sold by the selling stockholders, and the prospectus does not disclose any use of proceeds for debt repayment, acquisitions, or general corporate purposes. SOLV Energy Holdings LLC will bear or reimburse the company for offering expenses estimated at approximately $2.0 million.
Jefferies LLC and J.P. Morgan Securities LLC acted as joint book-running managers and representatives of the underwriters, underwriting 4,317,857 shares each. Other underwriters and their allocations were KeyBanc Capital Markets Inc. (900,000 shares), TD Securities (USA) LLC (900,000 shares), UBS Securities LLC (900,000 shares), Robert W. Baird & Co. Incorporated (642,857 shares), Evercore Group L.L.C. (642,857 shares), Guggenheim Securities, LLC (642,857 shares), Nomura Securities International, Inc. (610,715 shares), WR Securities, LLC (32,142 shares, part of the Wolfe | Nomura Alliance), CIBC World Markets Corp. (514,285 shares), Roth Capital Partners, LLC (514,285 shares), and Academy Securities, Inc. (64,288 shares), for a total syndicate commitment of 15,000,000 shares.
The offering was priced and sold under a waiver of the lock-up agreements the company, its directors, executive officers and certain stockholders signed in connection with SOLV Energy's initial public offering, which priced via a Form 424B4 prospectus dated February 11, 2026. Jefferies and J.P. Morgan, as representatives, provided a limited waiver of the IPO lock-up specifically to permit this sale and the filing of the related registration statement. Class A shares held by selling stockholders that were not sold in this offering remain subject to the original 180-day IPO lock-up period.
Weil, Gotshal & Manges LLP, New York, passed upon the validity of the Class A common stock for the company and the selling stockholders. Latham & Watkins LLP, New York, represented the underwriters on legal matters related to the offering.
Prior to this offering, SOLV Energy had 115,348,571 shares of Class A common stock and 87,043,055 shares of Class B common stock outstanding. After the offering, Class A shares outstanding are expected to rise to 122,650,161 (or 123,745,401 if the underwriters' option is exercised in full), while Class B shares outstanding fall to 79,741,465, representing approximately 39.4 percent of combined voting power (or 78,646,225 shares and approximately 38.9 percent if the option is exercised in full). The prospectus does not disclose any concurrent share repurchase by the company.
The offering was registered on a Form S-1 filed May 26, 2026, with an S-1MEF filed May 28, 2026 adding the additional shares and related registration fees. No free-writing prospectus or separate pricing press release filed with the SEC was identified for this offering, and the company has not filed an 8-K confirming the closing or settlement of the transaction. The deal's regulatory/closing status is therefore not independently confirmed beyond the prospectus's statement that delivery was expected on June 1, 2026.