In connection with the IPO, stockholders approved the 2026 Equity Incentive Plan (the “2026 Plan”), which became effective on February 12, 2026. The 2026 Plan is administered by our board of directors or a committee thereof and provides for customary limitations, including an annual compensation limit applicable to

non-employee

directors.

The 2026 Plan provides for the issuance of up to 7,500,000 shares of Class A common stock for equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, and includes an annual automatic increase in the share reserve equal to 3% of the total number of shares of Class A common stock outstanding as of the end of the immediately preceding fiscal year, beginning on January 1 following the IPO and continuing through the ninth anniversary of the effective date of the 2026 Plan, unless our board of directors determines a lesser increase for any such year. As of June 30, 2026, 4,157,754 shares of Class A common stock are available for future grant under the 2026 Plan.

In connection with the IPO on February 12, 2026, we awarded an aggregate of 261,000 shares of restricted stock to certain of our executives and employees and

non-employee

directors under the 2026 Plan with an aggregate grant date fair value of $6,525. The RSAs were awarded to all employees with at least one year of service at the time of the IPO. The RSAs cliff vest on the third anniversary of the completion of the IPO, subject to continued employment on such date. Additionally, vesting is subject to certain change in control and termination provisions as provided in the award agreements. No RSAs have been awarded since the IPO. During the three and six months ended June 30, 2026, 10,400 and 14,000 RSAs were forfeited, respectively.

As of June 30, 2026, all the RSAs that are outstanding remain unvested. The grant date fair value of each RSA of $25.00 per share was based on the fair value of a share of Class A common stock at the time of the IPO. Our total

non-cash

compensation expense for RSAs was approximately $521 and $797 for the three and six months ended June 30, 2026, respectively, and is included in “Cost of revenue” and “Selling, general and administrative expenses” in the condensed consolidated statements of operations.

During the three months ended June 30, 2026, we awarded an aggregate of 45,814 RSUs to certain employees under the 2026 Plan with an aggregate grant date fair value of $1,937. Twenty-five percent (25%) of the RSUs vest on each of the first four anniversaries of the grant date, subject to continued employment on such

date. All unvested units are forfeited upon termination of employment. Unvested units vest immediately if the holder is terminated without cause within 24 months following a change in control.

RSUs were forfeited during the three months ended June 30, 2026.

As of June 30, 2026, all of the awarded RSUs remain outstanding and unvested. The $42.27 per share fair value of each RSU was based on the fair value of a share of Class A common stock on the grant date. The total compensation expense for RSUs was approximately $72 for the three and six months ended June 30, 2026, and is included in “Cost of revenue” and “Selling, general and administrative expenses” in the condensed consolidated statements of operations. We expect to recognize the unamortized

RSU-related

compensation expense of approximately $1,865 as of June 30, 2026 over a weighted-average period of approximately 3.9 years.

In connection with the IPO on February 12, 2026, we awarded an aggregate of 3,077,446 stock options exercisable for shares of Class A common stock with an exercise price per share of $25.00 based on the fair value at the time of the IPO. These option awards were made under the 2026 Plan in connection with the conversion of legacy Class C profits interests of Holdings into

LLC Units effected at the IPO, as described in our prospectus dated February 11, 2026. The options will vest in three equal annual installments over the three-year period following the IPO, subject to continued employment through the vesting date. Unvested options are generally forfeited upon termination of employment, and all options, whether vested or unvested, are forfeited if employment is terminated for cause. Unvested options vest immediately if the holder is terminated without cause within 24 months following a change in control. Options expire ten years from the grant date unless forfeited or terminated earlier under the terms of the award agreement or the 2026 Plan.

During the three months ended June 30, 2026, an additional 25,000 stock options were

granted. During the three and six months ended June 30, 2026,

48,106

and 53,014 stock options were forfeited, respectively.

As of June 30, 2026, all of the outstanding stock options remain unvested. Total

non-cash

compensation expense for the outstanding stock options was approximately $2,935 and $4,518 for the three and six months ended June 30, 2026, respectively, and is included in “Cost of revenue” and “Selling, general and administrative expenses” in the condensed consolidated statements of operations.

We estimate the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which greatly affect the fair value of each stock option. The weighted-average assumptions used to estimate the fair value of stock options granted during the six months ended June 30, 2026 were as follows:

At the completion of the IPO, all of the RUA awards had vested and the outstanding RUA awards will be settled in cash on or within 60 days following December 23, 2026, based on the fair market value of the Class A common stock on December 23, 2026. The aggregate cash amount that is payable to settle the outstanding RUA awards as of June 30, 2026 is approximately $44,747. The change in fair value was recognized in “Cost of revenue” and “Selling, general and administrative expenses” in the condensed consolidated statements of operations.

The Reorganization Transactions entered into in connection with the IPO consequently ended the Restricted Class C unit and Additional Class C unit plans and caused all outstanding units to be converted into a number of LLC Interests (which may be held indirectly through SOLV Energy Management Holdings LP) with a time-based vesting condition. Prior to the IPO, the Restricted Class C units were granted to employees and

non-employees

with time, performance and multiple on invested capital (“MOIC”) vesting conditions.

In connection with the IPO, vested Restricted Class C units and Additional Class C units were converted into vested LLC Interests (which may be held indirectly through SOLV Energy Management Holdings LP). The unvested Restricted Class C that were time-vesting units and unvested Additional Class C units converted into unvested LLC Interests with the same time vesting schedule. The unvested Restricted Class C units that were performance and MOIC vesting units were converted into LLC Interests and are treated as if they were time-vesting units at the time of grant, such that a portion of such LLC Interests are vested and a portion are unvested subject to the remaining time vesting schedule that applies to the time-vesting units. For each LLC Interest outstanding, there is a corresponding share of our Class B common stock tied to it. The shares of Class B common stock have voting rights, but no economic rights.

We determined that the exchange of the Restricted Class C time and performance vesting units and the Additional Class C units for LLC Interests (which may be held indirectly through SOLV Energy Management Holdings LP) and Class B common stock tied to such LLC Interests) is a Type I modification pursuant to ASC 718,

Compensation – Stock Compensation (“ASC 718”)

because the units prior to and after the exchange are expected to vest. We recorded

$1,754 and $3,307 in

non-cash

compensation expense associated with the Restricted Class C time vesting units, performance vesting units and the Additional Class C units for the three and six months ended June 30, 2026 in the condensed consolidated statements of operations. As of June 30, 2026, there was $10,693, $1,462 and $1,691 of unrecognized

non-cash

compensation expense expected to be recognized through 2029, respectively for these units.

We determined that the exchange of the Restricted Class C MOIC-vested units for LLC Interests (which may be held indirectly through SOLV Energy Management Holdings LP) and Class B common stock is a Type III modification pursuant to ASC 718 because the MOIC-vested units vesting condition was deemed improbable and is now considered probable. As a result of the exchange, we recognized a

one-time

incremental

non-cash

compensation expense of approximately

$52,270 for the applicable vested LLC Interests in the condensed consolidated statement of operations for the six months ended June 30, 2026. We recorded $4,112 and $6,688 in

non-cash

compensation expense associated with these MOIC-vested units for the three and six months ended June 30, 2026, respectively, and is included in Cost of revenue and Selling, general and administrative expenses in the condensed consolidated statements of operations. As of June 30, 2026, there was $11,089 of unrecognized

non-cash

compensation expense expected to be recognized through 2029.