SOLV Energy (MWH) boosts 2026 guidance after 77% Q2 revenue surge

Rhea-AI Filing Summary

SOLV Energy, Inc. reported strong second-quarter 2026 results with rapid top-line growth but lower margins. Revenue for the quarter ended June 30, 2026 was $951.2 million, up 77% year over year, bringing first-half revenue to $1.63 billion, an increase of 72%. Second-quarter gross profit was $139.6 million and net income was $66.8 million, helped by higher operating income and sharply lower interest expense after repayment of term debt in connection with the February 2026 IPO.

Despite growth, profitability metrics compressed: second-quarter gross margin fell to 14.7% and adjusted gross margin to 15.2%, versus 21.1% a year earlier, reflecting mix shifts away from certain 2025 project types and a reclassification of some performance-based compensation into cost of revenue. Adjusted EBITDA reached $117.5 million in the quarter and $210.0 million for the first half.

The company closed the acquisition of Roberson Waite Electric for $40.9 million in cash plus up to $9.0 million of contingent consideration, adding utility substation and battery-storage expertise. Management raised full-year 2026 guidance, now targeting revenue of $3.87–$3.97 billion and adjusted EBITDA of $485–$505 million, with an adjusted EBITDA margin of 12.5–12.7%.

Positive

• Revenue growth was very strong, with Q2 2026 revenue of $951.2 million, up 77% year over year, and first-half revenue of $1.63 billion, up 72% driven by new construction and M&A.
• Full-year 2026 guidance was raised: revenue outlook increased to $3.87–$3.97 billion and adjusted EBITDA to $485–$505 million, implying higher expected profitability.
• Interest burden declined materially after repayment of term debt at the IPO, contributing to higher Q2 net income of $66.8 million versus $44.6 million a year earlier.

Negative

• Margins compressed significantly: Q2 2026 gross margin fell to 14.7% and adjusted gross margin to 15.2%, from 21.1% in the prior-year quarter, due to mix and a compensation reclassification.
• First-half net income attributable to SOLV declined to $14.3 million from $43.5 million, impacted by an $11 million non-cash debt extinguishment loss and a $52 million one-time non-cash compensation charge related to the IPO.
• Material weaknesses in internal control over financial reporting are disclosed among the company’s risk factors, indicating control issues that require remediation.

Filing Explained

Of $66,833 (in thousands) in consolidated Q2 net income, $37,614 (in thousands) was attributable to SOLV Energy, Inc.; $29,219 (in thousands) went to non-controlling interests.

The August 13 Form 8-K reports completed second-quarter results and shows that, at June 30, 2026, SOLV had $123.745 million of Class A common stock and $78.646 million of Class B common stock issued and outstanding, establishing the company’s post-IPO two-class share structure.

The company’s IPO included an issuance of Class A common stock; under the supplied definition, issuing additional shares can reduce existing holders’ percentage ownership absent offsetting changes, although this filing does not provide a holder-by-holder ownership calculation.

Consolidated second-quarter net income was $66,833 (in thousands), but only $37,614 (in thousands) was attributable to SOLV Energy, Inc.; $29,219 (in thousands) was attributable to non-controlling interests and LLC members prior to the IPO.

The June 30, 2026 balance sheet reports $363,968 (in thousands) of cash, no term debt, and a $240,677 (in thousands) tax receivable agreement liability. That liability is the principal separately identified long-term obligation to monitor in the reported capital structure.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Revenue: $951,243,000 Q2 2026 Net Income: $66,833,000 Q2 2026 Gross Margin: 14.7% +5 more

8 metrics

Q2 2026 Revenue $951,243,000 Three months ended June 30, 2026; 77% year-over-year increase

Q2 2026 Net Income $66,833,000 Three months ended June 30, 2026 net income

Q2 2026 Gross Margin 14.7% Three months ended June 30, 2026 gross margin versus 21.1% in 2025

Q2 2026 Adjusted EBITDA $117,480,000 Three months ended June 30, 2026 adjusted EBITDA

2026 Revenue Guidance $3,870,000,000–$3,970,000,000 Updated full-year 2026 revenue outlook

2026 Adjusted EBITDA Guidance $485,000,000–$505,000,000 Updated full-year 2026 adjusted EBITDA outlook

Acquisition Price Roberson Waite Electric $40,900,000 Cash consideration including closing adjustments; plus up to $9.0M contingent

Term Debt Long Term $0 Long-term term debt at June 30, 2026 versus $391,988,000 at December 31, 2025

Key Terms

Adjusted EBITDA, Adjusted Gross Margin, loss on extinguishment of debt, Tax receivable agreement, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA for the second quarter of 2026 was 117 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Adjusted Gross Margin financial

"Gross and Adjusted Gross Margin in the second quarter of 2026 was 14.7% and 15.2%"

Adjusted gross margin is a measure of how much profit a company makes from its sales after accounting for certain expenses or one-time costs, but before deducting other operating expenses. It helps investors see the company's core profitability more clearly by removing factors that might distort the usual profit picture, similar to a runner measuring their speed without considering obstacles or weather. This metric provides a clearer view of the company's ongoing financial health.

loss on extinguishment of debt financial

"partially offset by a 11 million non-cash loss on extinguishment of the term debt"

Loss on extinguishment of debt is the accounting hit a company records when it retires or restructures a loan or bond for an amount that exceeds the debt’s recorded value—like paying more than the remaining balance to settle a loan early. It matters to investors because it reduces reported profit and can use cash, but may also cut future interest costs or signal financial stress; understanding it helps assess earnings quality and balance-sheet strength.

Tax receivable agreement financial

"Tax receivable agreement liability adjustment"

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

material weaknesses in our internal control over financial reporting regulatory

"we have identified material weaknesses in our internal control over financial reporting"

non-GAAP financial measures financial

"Included in this press release are certain financial measures, including EBITDA, Adjusted EBITDA, Adjusted Gross Profit"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Earnings Snapshot

Revenue: $951,243,000 (Q2 2026); $1,628,048,000 (H1 2026) · Guidance included

Quarter and six months ended June 30, 2026

Revenue $951,243,000 (Q2 2026); $1,628,048,000 (H1 2026) Q2 revenue increased 77% year over year; first-half revenue increased 72% year over year

Net Income $66,833,000 (Q2 2026); $39,419,000 (H1 2026) Q2 net income up versus $44,632,000 in 2025; first-half net income roughly flat versus $44,130,000 in 2025

Adjusted EBITDA $117,480,000 (Q2 2026); $209,996,000 (H1 2026) Adjusted EBITDA increased from $86,291,000 in Q2 2025 and $120,320,000 in H1 2025

Gross Margin 14.7% (Q2 2026); 15.9% (H1 2026) Down from 21.1% in Q2 2025 and 18.2% in H1 2025

Adjusted EBITDA Margin Guidance 2026 12.5%–12.7% Raised from previous guidance of 11.7%–11.9%

Guidance

For 2026, the company now expects revenue of $3.87–$3.97 billion, adjusted gross profit of $620–$660 million, adjusted gross margin of 16.0%–16.6%, and adjusted EBITDA of $485–$505 million with a 12.5%–12.7% margin.

FAQ

How did SOLV Energy (MWH) perform financially in Q2 2026?

SOLV Energy reported Q2 2026 revenue of $951.2 million, up 77% year over year, with net income of $66.8 million. Strong construction activity and M&A contributions drove growth, while lower interest expense supported profitability.

What were SOLV Energy (MWH)’s margins and profitability in Q2 2026?

In Q2 2026, SOLV Energy posted a gross margin of 14.7% and an adjusted gross margin of 15.2%, down from 21.1% a year earlier. Adjusted EBITDA was $117.5 million, representing a 12.4% adjusted EBITDA margin.

Did SOLV Energy (MWH) change its 2026 financial guidance?

Yes. SOLV Energy raised 2026 guidance to $3.87–$3.97 billion in revenue and $485–$505 million in adjusted EBITDA. The updated outlook implies an adjusted EBITDA margin of 12.5–12.7%, higher than the prior 11.7–11.9% range.

How did the February 2026 IPO and debt repayment impact SOLV Energy (MWH)?

Following its February 2026 IPO, SOLV Energy repaid its long-term term debt of $391.99 million, sharply reducing interest expense. First-half results also include an $11 million non-cash loss on debt extinguishment and a $52 million one-time non-cash compensation charge.

What acquisition did SOLV Energy (MWH) complete in 2026?

On July 1, 2026, SOLV Energy closed the acquisition of Roberson Waite Electric for $40.9 million in cash plus up to $9.0 million of contingent payments. The deal adds utility substation construction, testing, commissioning, and battery storage capabilities.

What key balance sheet changes did SOLV Energy (MWH) report at June 30, 2026?

At June 30, 2026, SOLV Energy reported cash and cash equivalents of $364.0 million and no term debt, versus $391.99 million of long-term term debt at year-end 2025. Total assets rose to $2.13 billion and total equity to $851.2 million.

What risks and control issues does SOLV Energy (MWH) highlight?

SOLV Energy cites extensive risks, including project performance, supply chain, labor, regulatory and macroeconomic factors. It also notes it has identified material weaknesses in internal control over financial reporting, which could affect the accuracy and timeliness of financial reporting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 08/13/2026 - 07:09 AM Accepted by SEC EDGAR 08/13/2026 - 07:09 AM Learn about SEC filing dates

false 0002065636 0002065636 2026-08-13 2026-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2026

SOLV Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43117		33-4537250
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

16680 West Bernardo Drive

San Diego, CA 92127

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 251-4888

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		MWH		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2026, SOLV Energy, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated August 13, 2026, issued by SOLV Energy, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: August 13, 2026				SOLV ENERGY, INC.
				By:		/s/ Adam Forman
				Name:		Adam Forman
				Title:		Chief Legal Officer

Exhibit 99.1

SOLV Energy Reports Second Quarter 2026 Financial Results

SAN DIEGO, California – August 13, 2026 – (GLOBE NEWSWIRE) – SOLV Energy, Inc. (“SOLV” or the “Company”) (Nasdaq: MWH), a leading provider of infrastructure services to the power industry, today announced financial results for the second quarter ended June 30, 2026.

Financial Summary

(in $ millions except percentages)		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Revenue			951				536				1,628				944
Gross Profit1			140				113				259				172
Gross Margin1			14.7	%			21.1	%			15.9	%			18.2	%
Net Income2			67				45				39				44
Adjusted Gross Profit3			145				113				269				172
Adjusted Gross Margin3			15.2	%			21.1	%			16.5	%			18.2	%
Adjusted EBITDA			117				86				210				120
Adjusted EBITDA Margin			12.4	%			16.1	%			12.9	%			12.7	%

1) Beginning with the second quarter of 2026, the Company classified certain annual incentive compensation within Cost of Revenue instead of Selling, general & administrative expense. This change affects the presentation of Gross Profit, Gross Margin and Adjusted Gross Margin but has no impact on Net Income, Adjusted EBITDA, or cash flows.

2) Represents Net Income before Non-Controlling Interest.

3) Adjusted Gross Profit and Adjusted Gross Margin exclude the impact of the allocation of non-cash compensation expense to cost of revenue.

Financial and Business Highlights

• Last twelve month safety metrics continue to track well below industry benchmarks

• Record financial performance in the first half of 2026, with revenue up 72% year over year

• Total backlog as of June 30, 2026 of approximately $8.9 billion, or 44% growth year over year

• Over 23 GW now under contract for O&M services

• Closed acquisition of Roberson Waite Electric on July 1, 2026

“SOLV delivered record financial results through the first half of 2026, driven by strong execution across the business and continued demand from customers who rely on us to build, maintain, and enhance critical energy infrastructure,” said George Hershman, Chief Executive Officer of SOLV Energy. “The addition of Roberson Waite Electric further strengthens our platform and expands the solutions we can provide to our customers. With a growing backlog, strong momentum across our operations, and continued focus on execution, we are well positioned for the remainder of the year and are raising our full-year financial guidance.”

Results of Operations

Revenue for the second quarter of 2026 increased 77% year over year to $951 million, bringing first half revenue to $1.628 billion, or an increase of 72% year over year. This growth was primarily driven by an increase in new construction activity and the contribution from M&A activity.

During the second quarter of 2026, gross profit was $140 million, bringing first half results to $259 million. On an adjusted basis, or excluding non-cash compensation expense in cost of revenue, Adjusted Gross Profit was $145 million, bringing first half 2026 results to $269 million.

Gross and Adjusted Gross Margin in the second quarter of 2026 was 14.7% and 15.2%, respectively, compared to 21.1% in the prior-year period. Through the first half of 2026, Gross and Adjusted Gross Margin was 15.9% and 16.5%, respectively, as compared to 18.2% in the prior year period.

The year over year variance in margin includes the contribution in 2025 from large repair projects relative to existing infrastructure services and development-related sales that are no longer part of ordinary course business operations. Additionally, and commencing in the second quarter of 2026, Gross and Adjusted Gross Margin now reflect a prospective classification change of certain annual bonus compensation expense to cost of revenue from selling, general and administrative expense; the impact of which is over 60 basis points to Gross and Adjusted Gross Margin in the first half 2026.

Net income was $67 million for the second quarter of 2026, compared to $45 million in the prior-year period, reflecting higher operating income driven by revenue growth and a reduction in interest expense following the repayment of term debt in connection with the February 2026 IPO. Net income for the first half was $39 million, compared to $44 million in the prior-year period. First-half net income reflects the benefit of higher operating income and substantially lower interest expense, partially offset by a $11 million non-cash loss on extinguishment of the term debt repaid at the IPO and a $52 million one-time non-cash compensation charge related to the modification and accelerated vesting of legacy equity awards in connection with the IPO.

Adjusted EBITDA for the second quarter of 2026 was $117 million bringing first half performance to $210 million, or 12.4% and 12.9% of revenue, respectively. See the reconciliation of net income to Adjusted EBITDA in the financial tables included in this press release.

Closed the Acquisition of Roberson Waite Electric

On July 1, 2026, the Company completed the previously-announced acquisition of Roberson Waite Electric, a California-based provider of utility substation construction, testing, commissioning, and related infrastructure services, for $40.9 million in cash, including closing adjustments, and up to $9.0 million payable in subsequent years, subject to certain performance criteria. Roberson Waite Electric brings deep, long-standing relationships with major California utilities and specialized expertise in turnkey substation construction and battery storage deployments, capabilities that directly complement SOLV’s existing transmission and distribution platform.

Financial Outlook

The Company is updating its financial outlook for 2026 reflecting first half results, the anticipated contribution from the Roberson Waite Electric acquisition, the full-year impact of the prospective classification change in certain annual performance based compensation from SG&A to cost of revenue, and the current view of project performance from new construction activity in the second half of 2026.

The Company’s updated full-year 2026 financial guidance for the year ending December 31, 2026 is as follows:

($ in millions, unless noted otherwise)		Updated		Previous1
Revenue		$3,870 - $3,970		$3,720 - $3,820
Adjusted Gross Profit2		$620 - $660		$610 - $650
Adjusted Gross Margin (%)2		16.0% - 16.6%		16.4% - 17.0%
Adjusted EBITDA		$485 - $505		$435 - $455
Adjusted EBITDA Margin (%)		12.5% - 12.7%		11.7% - 11.9%

1) As previously presented on the Company’s first quarter 2026 earnings press release.

2) Adjusted Gross Profit and Adjusted Gross Margin exclude the impact of the allocation of non-cash compensation expense to cost of revenue

Conference Call and Webcast Information

Management will present results during a conference call today August 13, 2026, at 8:30 a.m. Eastern time.

A live webcast of the conference call, including presentation materials, can be accessed through the Company’s website at https://investors.solvenergy.com and clicking on “News & Events” under the Investor Relations section. The webcast will be archived on the site for those unable to listen in real time.

About SOLV

SOLV Energy (Nasdaq: MWH) is a leading provider of infrastructure services to the power industry, including engineering, procurement, construction, testing, commissioning, operations, maintenance and repowering. Since 2008, we have built more than 500 power plants, representing over 22 GW of generating capacity. SOLV Energy also provides operations and maintenance (O&M) services to 152 power plants, representing over 23 GW of generating capacity. In addition to EPC and O&M for utility-scale power plants and related T&D infrastructure, we offer large-scale repair, emergency response and repowering services and install end-to-end SCADA and network infrastructure solutions to maximize project performance and energy availability.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact contained in this press release are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to any historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “outlook,” “potential,” “project,” “projection,” “plan,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other similar expressions. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed herein, in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our other filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at https://investors.solvenergy.com/financial-information/sec-filings. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: a wide range of factors, many that are beyond our control, can impact the timing, performance or profitability of our projects, any of which can result in additional costs to us, reductions or delays in revenues, the payment of liquidated damages by us or project termination; our results of operations, financial condition and other financial and operational disclosures are based upon estimates and assumptions that may differ from actual results or future outcomes; changes in estimates related to revenues and costs associated with our contracts with customers could result in a reduction or elimination of revenues, a reduction of profits or the recognition of losses; backlog may not be realized or may not result in profits and may not accurately represent future revenue; the imposition of additional duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments; our results of operations may vary significantly from quarter to quarter; the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and battery storage specifically; limitations on the availability or an increase in the price of materials, equipment and subcontractors that we and our customers depend on to complete and maintain projects; our business is labor-intensive, and we may be unable to attract and retain qualified employees or we may incur significant costs in the event we are unable to efficiently manage our workforce or the cost of labor increases; the loss, or reduction in business from, certain significant customers; many of our contracts may be canceled or suspended on short notice or may not be renewed upon completion or expiration, and we may be unsuccessful in replacing our contracts; we may fail to adequately recover on contract modifications against project owners for payment or performance; the nature of our business exposes us to potential liability for warranty, engineering and other related claims; during the ordinary course of our business, we are subject to lawsuits, claims and other legal proceedings, as well as bonding claims and related reimbursement requirements; we can incur liabilities or suffer negative financial or reputational impacts relating to health and safety matters; disruptions to our information

technology systems or our failure to adequately protect critical data, sensitive information and technology systems; we have identified material weaknesses in our internal control over financial reporting and if our remediation of the material weaknesses is not effective, or if we otherwise fail to maintain effective internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations; any deterioration in the quality or reputation of our brands, which can be exacerbated by the effect of social media or significant media coverage; the loss of, or our inability to attract or keep, key personnel could disrupt our business; our inability to successfully execute our acquisition strategy; we may be unable to compete for projects if we are not able to obtain surety bonds, letters of credit or bank guarantees; we are generally paid in arrears for our services and may enter into other arrangements with certain of our customers, which could subject us to potential credit or investment risk and the risk of client defaults; insurance and claims expenses, as well as the unavailability or cancellation of third-party insurance coverage; our business and results of operations are subject to physical risks including those associated with climate change; our business is subject to operational hazards, including, among others, damage from severe weather conditions and electrical hazards, that can result in significant liabilities, and we may not be insured against all potential liabilities; increasing scrutiny and changing expectations from various stakeholders with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks; our unionized workforce and related obligations; our inability to maintain, protect or enforce our rights in intellectual property; we may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies; we use artificial intelligence technologies in our business, and the deployment, use, and maintenance of these technologies involve significant technological and legal risks; negative macroeconomic conditions and industry-specific market conditions; fluctuations in economic, political, financial, industry and market conditions on a regional, national or global basis, including as a result of, among other things, inflationary pressure that impacts our costs associated with labor, equipment and materials, increased interest rates, default or threat of default by the U.S. federal government with respect to its debt obligations, U.S. government shutdowns, natural disasters and other emergencies (e.g., wildfires, weather-related events or pandemics), deterioration of global or specific trade relationships, or acts of war, including but not limited to conflicts in the Middle East, geopolitical conflicts and political unrest; projects in our industry can have long sales cycles requiring significant upfront investment of resources; our revenues and profitability can be negatively impacted if our customers encounter financial difficulties or file for bankruptcy or disputes arise with our customers; the highly competitive nature of our business; technological advancements in other forms of power generation could negatively affect our business; regulatory requirements applicable to our industry and changes in current and potential legislative and regulatory initiatives may adversely affect demand for our services; we are subject to complex federal, state and other environmental, health and safety laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities; we are subject to various specific regulatory regimes and requirements that could result in significant compliance costs and liabilities; any actual or perceived failure to comply with new or existing laws, regulations or other requirements relating to the privacy, security and processing of personal information; changes in tax laws or our tax estimates or positions; failure to comply with anti-corruption,

anti-bribery and/or international trade laws; violations of export control and/or economic sanctions laws and regulations to which we are subject and changes to U.S. foreign trade policy; immigration laws, including our inability to verify employment eligibility; our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; our failure to comply with the covenants contained in the credit agreement could result in an event of default that could cause repayment of our debt to be accelerated; we may incur substantial additional indebtedness in the future and may not be able to generate sufficient cash to service such indebtedness, and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful; and the expenses that are required in order to operate as a public company could be material. For additional discussion of factors that could impact our operational and financial results, please refer to our filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at https://investors.solvenergy.com/financial-information/sec-filings. The Company assumes no responsibility to update forward-looking statements made herein or otherwise. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

Non-GAAP Information

Included in this press release are certain financial measures, including EBITDA, Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin that are not required by or prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and are designed to supplement, and not substitute, the Company’s financial information presented in accordance with GAAP. Our board of directors, management and investors use EBITDA, Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin to assess our financial performance because such measures allow them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and items outside the control of our management team (such as income taxes). The non-GAAP measures as defined by the Company may not be comparable to similar non-GAAP measures presented by other companies. The presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that the Company’s future results, cash flows or leverage will be unaffected by other unusual or nonrecurring items. Please see the financial tables included with this press release for reconciliations thereof to the most directly comparable GAAP measures.

The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as provisions for income taxes necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot predict all of the components of the adjusted calculations and the GAAP measures may be materially different than the non-GAAP measures.

Investor Contact:

Mike Adams

InvestorRelations@solvenergy.com

Media Contact:

Ashley McCarthy

media@solvenergy.com

(financial tables to follow)

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts, unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Revenue		$	951,243			$	535,952			$	1,628,048			$	943,799
Cost of revenue			811,630				422,891				1,369,362				771,639
Gross profit			139,613				113,061				258,686				172,160
Selling, general and administrative expenses			52,649				41,157				164,024				77,227
Amortization expense			17,281				13,768				32,160				27,536
Total operating expenses			69,930				54,925				196,184				104,763
Operating income			69,683				58,136				62,502				67,397
Loss on debt extinguishment			—				—				10,688				—
Interest expense			1,402				14,062				8,299				26,753
Interest income			(1,843	)			(1,583	)			(3,293	)			(4,855	)
Other (income) loss, net			(2,532	)			(22	)			(2,600	)			60
Income before income taxes			72,656				45,679				49,408				45,439
Income tax expense			5,823				1,047				9,989				1,309
Net income		$	66,833			$	44,632			$	39,419			$	44,130
Less: net income attributable to non-controlling interests and LLC members prior to IPO			29,219				377				25,163				589
Net income attributable to SOLV Energy, Inc.		$	37,614			$	44,255			$	14,256			$	43,541

		Three Months Ended June 30, 2026								Period from February 12, 2026 to June 30, 2026
Net income per share:
Basic		$	0.32							$	0.12
Diluted		$	0.30							$	0.12
Weighted average shares outstanding:
Basic			118,080,650								117,137,198
Diluted			201,682,563								122,247,396

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts, unaudited)

		June 30,				December 31,
		2026				2025
ASSETS
Cash and cash equivalents		$	363,968			$	394,876
Accounts receivable, net			392,766				269,044
Contract assets			181,525				156,744
Capitalized project development costs			3,349				17,734
Prepaid and other current assets			110,231				60,887
Total current assets			1,051,839				899,285
Property and equipment, net			122,255				106,383
Operating lease right-of-use assets			7,114				8,010
Goodwill			426,607				429,279
Intangible assets, net			333,909				362,390
Deferred tax assets			179,834				—
Other long-term assets			8,118				10,925
Total assets		$	2,129,676			$	1,816,272
LIABILITIES AND STOCKHOLDERS’/MEMBERS’ EQUITY
Accounts payable and accrued expenses		$	680,475			$	562,218
Contract liabilities			258,245				308,619
Current portion of equipment financing			6,888				6,526
Current portion of lease liabilities			16,037				12,978
Current portion of long-term debt			—				2,498
Total current liabilities			961,645				892,839
Term debt, long term			—				391,988
Equipment financing, long-term			17,514				21,317
Lease liabilities, long-term			43,181				36,559
Tax receivable agreement			240,677				—
Other long-term liabilities			15,484				18,344
Total liabilities			1,278,501				1,361,047
Member’s equity:
Total member’s equity			—				550,334
Stockholders’ equity
Class A common stock, $0.0001 par value; 1,250,000,000 shares authorized, 123,745,401 shares issued and outstanding			13				—
Class B common stock, $0.0001 par value; 100,000,000 shares authorized, 78,646,225 shares issued and outstanding			8				—
Additional paid-in capital			483,148				—
Retained earnings (accumulated deficit)			13,612				(98,139	)
Total stockholders’ equity to SOLV Energy, Inc.			496,781				(98,139	)
Non-controlling interest			354,394				3,030
Total members’/stockholders’ equity			851,175				455,225
Total liabilities and stockholders’/member’s equity		$	2,129,676			$	1,816,272

Condensed Consolidated Statements of Cash Flows

(in thousands, except share and per share amounts, unaudited)

		Six Months Ended June 30,
		2026				2025
Cash flows from operating activities:
Net income		$	39,419			$	44,130
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization			50,489				39,763
Non-cash compensation expense			79,670				1,972
Loss on extinguishment of debt (non-cash portion)			6,676				—
Write off of project development costs			4,265				752
Tax receivable agreement liability adjustment			(2,428	)			—
Other			(12	)			547
Change in operating assets and liabilities			(132,040	)			(36,328	)
Net cash provided by operating activities			46,039				50,836
Cash flows from investing activities:
Purchases of property and equipment			(15,960	)			(5,313	)
Cash paid for acquisitions, net of cash acquired			—				(55,756	)
Net cash used in investing activities			(15,960	)			(61,069	)
Cash flows from financing activities:
Issuance of Class A common stock, net of underwriting discount			844,249				—
Purchase of LLC Interests			(291,706	)			—
Repayment of term debt			(405,203	)			(2,031	)
Payment of deferred acquisition consideration			(5,500	)			—
Payment of offering costs			(5,917	)			—
Proceeds on debt			—				32,500
Payment of debt issuance costs			(2,800	)			—
Payments for finance leases			(6,261	)			(4,226	)
Proceeds on equipment financing			—				14,500
Payments on equipment financing			(3,441	)			(3,267	)
Distributions to members of SOLV Energy Holdings LLC			(184,408	)			(71,809	)
Net cash used in financing activities			(60,987	)			(34,333	)
Net decrease in cash and cash equivalents			(30,908	)			(44,566	)
Cash and cash equivalents, beginning of period			394,876				207,987
Cash and cash equivalents, end of period		$	363,968			$	163,421
Supplemental cash flow information
Interest paid			8,861				24,204
Income taxes paid			11,978				598
Supplemental disclosure of non-cash financing activities:
Deferred offering costs reclassified to additional paid-in capital			11,052				—

Reconciliation of Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

(in thousands, unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
(in thousands)
Net income		$	66,833			$	44,632			$	39,419			$	44,130
Interest expense			1,402				14,062				8,299				26,753
Interest income			(1,843	)			(1,583	)			(3,293	)			(4,855	)
Provision for income taxes			5,823				1,047				9,989				1,309
Depreciation and amortization			26,759				20,191				50,489				39,763
EBITDA			98,974				78,349				104,903				107,100
Non-cash compensation expense			14,796				1,260				79,670				1,972
(Gain)/loss on the disposal of property and equipment			(24	)			3				(34	)			3
Loss on the extinguishment of debt			—				—				10,688				—
Change in the fair value of derivative			—				(28	)			(1	)			54
Tax receivable agreement remeasurement			(2,428	)			—				(2,428	)			—
Non-recurring private equity management fees, transaction, integration and transition costs, and other non-cash costs(1)			6,162				6,707				17,198				11,191
Adjusted EBITDA		$	117,480			$	86,291			$	209,996			$	120,320

(1) Consists of management fees paid to American Securities, that are no longer being incurred following the IPO date, one-time IPO related costs, non-recurring transaction and integration costs inclusive of deferred compensation or earn-out structures to employees of acquired businesses that are not related to normal course compensation and are conditioned on post-closing service obligations, and other non-cash or non-recurring expenses. We recorded management fees, including reimbursable expenses, of $— and $1,204 for the three months ended June 30, 2026 and 2025, respectively and $750 and $1,954 for the six months ended June 30, 2026 and 2025. For the three months ended June 30, 2026, we recorded $4,746 related to transaction and integration costs, and non-capitalized IPO related costs, and wrote-off $1,292 of capitalized development costs and other development assets included in cost of revenue related to activity from the historical development business no longer in service, which were offset by miscellaneous immaterial adjustments. For the six months ended June 30, 2026, we recorded $11,237 related to transaction and integration costs, and noncapitalized IPO related costs, and wrote-off $5,232 of capitalized development costs and other development assets included in cost of revenue related to activity from the historical development business no longer in service, which were offset by miscellaneous immaterial adjustments.

Reconciliation of Non-GAAP Financial Measures

Adjusted Gross Profit

(in thousands, unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Gross profit (GAAP)		$	139,613			$	113,061			$	258,686			$	172,160
Non-cash compensation expense			5,378				—				10,693				—
Adjusted gross profit (Non-GAAP)		$	144,991			$	113,061			$	269,379			$	172,160
Gross Margin %			14.7	%			21.1	%			15.9	%			18.2	%
Adjusted Gross Margin %			15.2	%			21.1	%			16.5	%			18.2	%

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 162.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB