SOLV Energy Inc.

02/11/2026 | Press release | Distributed by Public on 02/11/2026 19:25

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Grubb David Harold Jr.
2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2026
3. Issuer Name and Ticker or Trading Symbol
SOLV Energy, Inc. [MWH]
(Last) (First) (Middle)
C/O SOLV ENERGY, INC., 16680 WEST BERNARDO DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
SAN DIEGO, CA 92127
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A common stock 200(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) (2) 02/10/2036 Class A common stock 125,573 $25 D
SOLV Energy Management Holdings LP Units (3)(4) (3)(4) Class A common stock 2,812,746 (3)(4) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Grubb David Harold Jr.
C/O SOLV ENERGY, INC.
16680 WEST BERNARDO DRIVE
SAN DIEGO, CA 92127
Chief Commercial Officer

Signatures

/s/ Adam S. Forman, attorney-in-fact 02/11/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents restricted shares of Class A common stock of the Issuer ("Class A common stock") that will vest on the third anniversary of the consummation of the Issuer's initial public offering, subject to continued employment of the Reporting Person through such date and subject to acceleration upon certain events.
(2) The options become exercisable for shares of Class A common stock in three equal installments on each of the first, second, and third anniversary of the consummation of the Issuer's initial public offering, subject to continued employment of the Reporting Person through such dates and subject to acceleration upon certain events.
(3) Pursuant to the LPA of SOLV Energy Management Holdings LP ("MH") and LLCA of SOLV Energy Holdings LLC ("Opco"), the Reporting Person is indirectly entitled to redeem common units of Opco ("LLC Interests") held by MH for, at the Issuer's election, shares of Class A common stock on a one-for-one basis or, using proceeds from a substantially contemporaneous follow-on offering or secondary offering, a cash payment equal to the price per share of the Class A common stock net of any underwriting discounts or commissions paid in such offering, in each case in accordance with the terms of the LPA and the LLCA. Upon a redemption of Opco LLC Units by MH, an equal number of shares of Class B common stock of the Issuer held by MH will be surrendered to and cancelled by the Issuer for no additional consideration, and an equal number of limited partnership units in MH ("MH Units") held by the Reporting Person will be cancelled by MH.
(4) In accordance with the LPA of MH, each share of Class B common stock held by MH entitles the Reporting Person to one vote per share but carries no economic rights. LLC Interests and MH Units do not have an expiration date.

Remarks:
Exhibit 24 - Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
SOLV Energy Inc. published this content on February 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 12, 2026 at 01:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]