Sec Form 3 Filing - Grubb David Harold Jr. @ SOLV Energy, Inc. - 2026-02-11

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Grubb David Harold Jr.
2. Issuer Name and Ticker or Trading Symbol
SOLV Energy, Inc. [ MWH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
(Last) (First) (Middle)
C/O SOLV ENERGY, INC., 16680 WEST BERNARDO DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2026
(Street)
SAN DIEGO, CA92127
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 200 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 25 ( 2 ) 02/10/2036 Class A common stock 125,573 D
SOLV Energy Management Holdings LP Units ( 3 ) ( 4 ) ( 3 )( 4 ) ( 3 )( 4 ) Class A common stock 2,812,746 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, CA92127
Chief Commercial Officer
Signatures
/s/ Adam S. Forman, attorney-in-fact 02/11/2026
Signature of Reporting Person Date
Explanation of Responses:
( 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

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