02/11/2026 | Press release | Distributed by Public on 02/11/2026 19:25
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FORM 3
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Grubb David Harold Jr. C/O SOLV ENERGY, INC. 16680 WEST BERNARDO DRIVE SAN DIEGO, CA 92127 |
Chief Commercial Officer | |||
| /s/ Adam S. Forman, attorney-in-fact | 02/11/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |
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Remarks: Exhibit 24 - Power of Attorney |
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