As filed with the Securities and Exchange Commission on May 28, 2026.
Registration No. 333-296238
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOLV Energy, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 4931 | 33-4537250 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
16680 West Bernardo Drive
San Diego, CA 92127
(858) 251-4888
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Adam Forman
Chief Legal Officer
16680 West Bernardo Drive
San Diego, CA 92127
(858) 251-4888
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Alexander D. Lynch Ashley J. Butler Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 |
Marc D. Jaffe Erika Weinberg Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. (333-292778)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by SOLV Energy, Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-296238), as amended, which was declared effective by the Commission on May 28, 2026 (the “Prior Registration Statement”). The Registrant is filing this Registration Statement for the sole purpose of registering the sale of an additional 1,150,000 shares of the Registrant’s Class A common stock, which includes 150,000 shares of Class A common stock that may be sold as part of the underwriters’ option to purchase additional shares. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as Exhibit 107 to the Prior Registration Statement.
The required opinion and consents are listed on Part II, Item 16 of this Registration Statement and filed herewith.
The Registrant hereby (i) undertakes to pay the Commission the filing fee set forth in Exhibit 107 of this Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on May 29, 2026) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
The following documents are filed as exhibits to this Registration Statement, and all other exhibits previously filed as exhibits to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-296238), are incorporated by reference into, and shall be deemed to be a part of, this filing.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, SOLV Energy, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California on May 28, 2026.
| SOLV Energy, Inc. | ||||
| By: | /s/ George Hershman | |||
| Name: | George Hershman | |||
| Title: | Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ George Hershman |
Chief Executive Officer and Director (Principal Executive Officer) |
May 28, 2026 | ||
| George Hershman | ||||
| * |
Chief Financial Officer (Principal Financial Officer) |
May 28, 2026 | ||
| Chad Plotkin | ||||
| * |
Senior Vice President, Controller And Principal Accounting Officer (Principal Accounting Officer) |
May 28, 2026 | ||
| Ron Stark | ||||
| * |
Director | May 28, 2026 | ||
| Kevin S. Penn | ||||
| * |
Director | May 28, 2026 | ||
| Michael Sand | ||||
| * |
Director | May 28, 2026 | ||
| David Portnoy | ||||
| * |
Director | May 28, 2026 | ||
| J. Adam Abram | ||||
| * |
Director | May 28, 2026 | ||
| Steven Lerner | ||||
| * |
Director | May 28, 2026 | ||
| Laura Stern | ||||
| * |
Director | May 28, 2026 | ||
| William Jackson | ||||
| * |
Director | May 28, 2026 | ||
| Daniel McQuade | ||||
| * |
Director | May 28, 2026 | ||
| Nancy Stefanowicz | ||||
| * By: | /s/ George Hershman | |||
| Name: | George Hershman | |||
| Title: | Attorney-in-Fact | |||