SOLV Energy, Inc. 8-K

What Happened

• SOLV Energy, Inc. announced the pricing (Feb 10, 2026) and closing (Feb 12, 2026) of its initial public offering. The IPO was priced at $25.00 per share; the company sold 23,575,000 shares of Class A Common Stock (including a 3,075,000 share overallotment exercised in full).
• As part of the recapitalization described in the prospectus, the company issued 91,773,571 shares of Class A Common Stock to existing stockholders and issued 87,141,865 shares of Class B Common Stock to holders of Opco LLC interests. The Company’s Amended and Restated Certificate of Incorporation and Bylaws became effective on Feb 10, 2026.
• SOLV’s indirect subsidiaries entered into a Credit Agreement (dated Feb 12, 2026) providing a $200 million revolving credit facility with KeyBank National Association as administrative agent. The facility matures Feb 12, 2031 and is secured by substantially all assets of the borrower and guarantors.
• The Board and governance items were finalized effective Feb 10, 2026: J. Adam Abram, William Jackson, Steven Lerner, Daniel McQuade, David Portnoy, Nancy Stefanowicz and Laura Stern were appointed to the Board; the company adopted its 2026 Equity Incentive Plan.

Key Details

• IPO price: $25.00 per share; total shares sold in offering: 23,575,000 (includes 3,075,000 overallotment).
• Recapitalization issuances: 91,773,571 Class A shares to existing stockholders; 87,141,865 Class B shares to Opco interest holders. Maximum Class A shares issuable on Opco redemptions: 87,141,865.
• Credit facility: $200 million revolving commitment; maturity Feb 12, 2031; interest options of base rate + 50–125 bps or Term SOFR + 150–225 bps (temporary floors apply until initial post-close financials); unused commitment fee 20–30 bps; facility is secured and guaranteed by certain subsidiaries.
• Corporate governance: Charter and Bylaws effective Feb 10, 2026 (authorized: 1,250,000,000 Class A; 100,000,000 Class B; 20,000,000 preferred). 2026 Equity Incentive Plan adopted.

Why It Matters

• These filings confirm SOLV Energy’s transition to a public company: the completed IPO establishes new public float and recapitalizes prior holders, while corporate governance documents and the equity plan set the company’s public capital structure and compensation framework.
• The $200M revolving credit facility gives the company committed liquidity through 2031 but is secured and includes customary covenants and fees; investors should note the interest margins and unused-fee schedule disclosed in the Credit Agreement.
• The A&R Opco LLC Agreement includes a mechanism that could convert vested LLC interests into up to 87,141,865 additional Class A shares (or cash), which is a material outstanding redemption/convertibility feature affecting potential future share issuance.