As filed with the Securities and Exchange Commission on August 21, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CoVolt Power, Inc.

(Exact name of registrant as specified in its charter)

Texas		4931		42-2230361
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

711 Louisiana Street

Suite ST 2500

Houston, TX 77002

(713) 267-5567

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Samuel K. Robison

711 Louisiana Street

Suite ST 2500

Houston, TX 77002

(713) 267-5567

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan J. Maierson John J. Slater Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400		Sarah K. Morgan Jackson A. O’Maley Vinson & Elkins L.L.P. 845 Texas Avenue, Suite 4700 Houston, Texas 77002 (713) 758-2222

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated     , 2026.

     Shares

CoVolt Power, Inc.

Class A Common Stock

This is an initial public offering of shares of our Class A common stock of CoVolt Power, Inc. We are offering      shares of our Class A common stock. The selling shareholders identified in this prospectus are offering an additional      shares of our Class A common stock. We will not receive any of the proceeds from the sale of the shares being sold by the selling shareholders.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share of our Class A common stock will be between $     and $    . We have applied to list our Class A common stock on the NYSE under the symbol “KVLT.”

We will have two classes of common stock: Class A common stock, par value $0.001 per share, and Class B common stock, par value $0.001 per share. Holders of our Class A common stock and Class B common stock will be entitled to one vote for each share of Class A common stock and Class B common stock, respectively, held of record on all matters on which shareholders are entitled to vote generally. See “Description of Capital Stock.” Upon consummation of this offering, our Continuing Equity Owners (as defined herein) will hold 100% of the shares of Class B common stock that will entitle them to     % of the combined voting power of our common stock (or     % if the underwriters exercise their option to purchase additional shares of Class A common stock in full). In connection with the consummation of this offering, we will be a holding company in an organizational structure commonly referred to as an umbrella partnership-C-corporation (or “Up-C”) structure. Our sole material asset will be our equity interest in CoVolt Holdings Group, LLC (“CoVolt Holdings”) which, through its direct and indirect subsidiaries, conducts all of our operations. Because CoVolt Power, Inc. will be the sole managing member of CoVolt Holdings, we will indirectly operate and control all of the business and affairs (and will consolidate the financial results) of CoVolt Holdings and its subsidiaries. See “Risk Factors–Risks Related to Our Capital Structure.”

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements. See “Prospectus Summary–Implications of Being an Emerging Growth Company.”

After the completion of this offering, certain of our Continuing Equity Owners will collectively hold a majority of the combined voting power of our shares eligible to vote for the election of our directors. As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. See “Management–Controlled Company Exception” and “Principal and Selling Shareholders.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 27 to read about factors you should consider before buying shares of our Class A common stock.

		Per Share				Total
Initial public offering price		$				$
Underwriting discounts and commissions(1)		$				$
Proceeds, before expenses, to us		$				$
Proceeds, before expenses, to the selling shareholders		$				$

(1)

See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

The selling shareholders have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional      shares of our Class A common stock from the selling shareholders at the initial public offering price, less the underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

At our request, the underwriters have reserved up to     % of the Class A common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with us and our shareholders. See “Underwriting–Directed Share Program.”

The underwriters expect to deliver the shares of our Class A common stock against payment on     , 2026.

J.P. Morgan		Jefferies

RBC Capital Markets		UBS Investment Bank

KeyBanc Capital Markets		Wolfe | Nomura Alliance

Baird		Needham & Company		Roth Capital Partners

Prospectus dated     , 2026.

TABLE OF CONTENTS

		Page
About this Prospectus			iii
Trademarks, Service Marks and Trade Names			iv
Market and Industry Data			iv
Defined Terms and Presentation			v
Prospectus Summary			1
Organizational Structure			13
Risk Factors			27
Cautionary Note Regarding Forward-Looking Statements			72
Use of Proceeds			75
Dividend Policy			76
Capitalization			77
Dilution			79
Unaudited Pro Forma Condensed Consolidated Financial Information			82
Management’s Discussion and Analysis of Financial Condition and Results of Operations			92
Business			113
Management			132
Executive and Director Compensation			139
Principal and Selling Shareholders			149
Certain Relationships and Related Party Transactions			151
Description of Capital Stock			159
Shares Eligible for Future Sale			168
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders			171
Underwriting			176
Legal Matters			188
Experts			189
Where You Can Find More Information			190
Index to Consolidated Financial Statements			F-1

Through and including     , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we, the selling shareholders, nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. We, the selling shareholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any information other than the information in this prospectus and any free writing prospectus prepared by us or on our behalf. Offers to sell, and solicitations of offers to buy, shares of our Class A common stock are being made only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, operating results and prospects may have changed since such date.

You should not consider any information in this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus to be investment, legal or tax advice. You should consult your own

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counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the purchase of our Class A common stock. Neither we nor any underwriter (nor any of our or their affiliates) are making any representation to you regarding the legality of an investment in our Class A common stock by you under applicable investment or similar laws.

For investors outside the United States: Neither we, the selling shareholders, nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of our Class A common stock and the distribution of this prospectus outside of the United States.

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ABOUT THIS PROSPECTUS

Basis of Presentation

In connection with the consummation of this offering, we will undertake certain organizational transactions to reorganize our corporate structure. We refer to these transactions as the “Reorganization Transactions.” See “Organizational Structure” for a description of the Reorganization Transactions and a diagram depicting our organizational structure after giving effect to the Reorganization Transactions and this offering.

Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the Reorganization Transactions described in the “Organizational Structure” section of this prospectus and this offering, and the application of the proceeds therefrom, which we refer to collectively as the “Transactions.”

In this prospectus, unless the context otherwise requires, “CoVolt Power,” the “Company,” “we,” “us” and “our” refer (i) prior to the consummation of the Transactions described under “Organizational Structure” to CoVolt Holdings and its subsidiaries and (ii) after the Transactions described under “Organizational Structure” to CoVolt Power, Inc. and its consolidated subsidiaries. As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “CoVolt Power,” and similar references refer to CoVolt Power and its subsidiaries.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Financial Statement Presentation

CoVolt Holdings is the accounting predecessor of CoVolt Power, Inc. for financial reporting purposes. CoVolt Power, Inc. will be the audited financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

•

CoVolt Power, Inc. Other than the balance sheets dated as of April 22, 2026 and June 30, 2026, the historical financial information of CoVolt Power, Inc. has not been included in this prospectus as it is a newly incorporated entity, and has had no business transactions or activities to date, besides our initial capitalization, the Transactions and the preparation of this prospectus and the registration statement of which this prospectus forms a part.

•

CoVolt Holdings. Because CoVolt Power, Inc. will have no interest in any operations other than those of CoVolt Holdings, the historical financial information included in this prospectus is that of CoVolt Holdings.

•

Unaudited Pro Forma Condensed Consolidated Financial Information. This prospectus contains unaudited pro forma condensed consolidated financial information as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025. The unaudited pro forma condensed consolidated financial information contained in this prospectus is derived from the “Unaudited Pro Forma Condensed Consolidated Financial Information” section of this prospectus.

Immediately following this offering, we will be a holding company and our sole material asset will be our interest in CoVolt Holdings. We will operate and control all the business and affairs of CoVolt Holdings and conduct our business through CoVolt Holdings and its subsidiaries. Following this offering, CoVolt Holdings will

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be the predecessor of CoVolt Power, Inc. for financial reporting purposes. As a result, the consolidated financial statements of CoVolt Power, Inc. will recognize the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical financial statements of CoVolt Holdings. We will consolidate CoVolt Holdings on our consolidated financial statements and record a noncontrolling interest related to the Common Units held by our Continuing Equity Owners on our consolidated balance sheet and statements of operations.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 contained in this prospectus presents the consolidated financial position of CoVolt Holdings after giving effect to the Transactions as if all such transactions had occurred on June 30, 2026 and has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2026 and year ended December 31, 2025 contained in this prospectus presents the consolidated results of operations of CoVolt Holdings after giving effect to the Transactions as if all such transactions had occurred on January 1, 2025 and has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed consolidated financial information is presented for informational purposes only and may not be indicative of the results that would have been achieved if the foregoing transactions had taken place on an earlier date or on the dates assumed. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial condition and results of operations of CoVolt Holdings or CoVolt Power, Inc. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the unaudited pro forma condensed consolidated financial data.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This prospectus includes our registered or common law trademarks, service marks and trade names, including but not limited to our design logo, CoVolt Power^™, We Harness Creative Energy^®, Signal Wind^®, Signal Energy^®, Applying Powerful Solutions^™ and Applied High Voltage^™, which are protected under applicable intellectual property laws. This prospectus also contains trademarks, trade names, and service marks of other companies, which are the property of their respective owners. We do not intend our use or display of other parties’ trademarks, service marks or trade names to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, ^™, or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

MARKET AND INDUSTRY DATA

This prospectus contains estimates, projections, and information concerning our industry, our business, and the market size and growth rates of the markets in which we participate. Some data and statistical information are based on independent reports from third parties, including Wood Mackenzie, Solar Power World, the U.S. Energy Information Administration (“EIA”), Edison Electric Institute (“EEI”), the Bureau of Labor Statistics (“BLS”), National Renewable Energy Laboratory (“NREL”), and American Society of Civil Engineers (“ASCE”), as well as other industry and general publications and research.

We are responsible for all of the disclosure in this registration statement. While we believe this information to be reliable, we have not independently verified the accuracy or completeness of any data provided by

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third-party sources. In each case, this information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information, estimates, or projections. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Projections and other forward-looking information obtained from third-party sources and our internal research are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus. Actual market size, growth rates, and other industry metrics could differ materially from those set forth herein as a result of any number of factors, including those described in “Risk Factors.” Market and industry data are current only as of the dates on which such data were prepared, and such data may no longer be current or reflect current market conditions at the time of this offering.

DEFINED TERMS AND PRESENTATION

As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “CoVolt Power,” and similar references refer to CoVolt Power, Inc. and its subsidiaries. In addition, the terms below that are used frequently in this prospectus have the following meanings:

•

“2023 Preferred” shall mean the preferred equity interests issued by SEC Parent II, LLC, which were treated as debt for U.S. federal income tax purposes and were fully redeemed on August 7, 2026 in connection with the Reorganization Transactions.

•

“2026 Plan” shall mean the 2026 Incentive Award Plan, which will become effective in connection with this offering.

•

“Adjusted EBITDA” shall mean net income attributable to controlling interest before interest expense, income tax provision (benefit) and depreciation and amortization, as further adjusted for certain items as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

•

“Adjusted EBITDA Margin” shall mean Adjusted EBITDA divided by revenue.

•

“Amended Bylaws” shall mean the amended and restated bylaws of CoVolt Power, which will be adopted in connection with this offering.

•

“Amended Charter” shall mean the amended and restated certificate of formation of CoVolt Power, which will be filed and become effective in connection with this offering.

•

“Basis Adjustment” shall mean the tax basis adjustments expected to be obtained by us resulting from (a) any future redemptions or exchanges of Common Units from the TRA Holders; (b) certain distributions (or deemed distributions) by CoVolt Holdings; and (c) payments made under the Tax Receivable Agreement.

•

“Blocker Corporations” shall mean DK Solar BT III LLC (“DK Blocker”), Bardin Hill SPV LLC (“Bardin Blocker”) and Avenue MIC Signal LLC (“Ave Blocker”), which are each a direct or indirect owner of Common Units in CoVolt Holdings prior to the Reorganization Transactions that is classified as a corporation for U.S. federal income tax purposes.

•

“Blocker Mergers” shall mean the mergers of each of the Blocker Corporations with and into CoVolt Power, Inc. as part of the Reorganization Transactions, pursuant to which the Blocker Shareholders receive shares of Class A common stock as consideration for the applicable Blocker Merger.

•

“Blocker Shareholders” shall mean owners of the Blocker Corporations prior to the Reorganization Transactions, and their respective successors.

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•

“Blocker Transferred Basis” shall mean (a) the share of tax basis of certain of the assets of CoVolt Holdings and its subsidiaries at the time of the Blocker Mergers that is attributable to the Common Units acquired by us from the Blocker Corporations in the Blocker Mergers and (b) any increase or decrease to such tax basis referred to in clause (a) as a result of the Blocker Mergers.

•

“CCGTs” shall mean combined cycle gas turbines.

•

“CEIC” shall mean the clean electricity investment credit under Section 48E of the U.S. Internal Revenue Code.

•

“CEPC” shall mean the clean electricity production credit under Section 45Y of the U.S. Internal Revenue Code.

•

“Common Units” shall mean the membership units of CoVolt Holdings, including those that we purchase with the net proceeds from this offering.

•

“Continuing Equity Owners” shall mean the direct or indirect equity holders of CoVolt Holdings immediately prior to the Reorganization Transactions who will continue to hold Common Units following the consummation of this offering and to whom shares of our Class B common stock will be issued in connection with the Reorganization Transactions.

•

“EOR” shall mean engineer of record.

•

“FERC” shall mean the Federal Energy Regulatory Commission.

•

“EPC” shall mean engineering, procurement, and construction.

•

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

•

“Exchange Existing Basis” means (a) the share of tax basis of certain of the assets of CoVolt Holdings and its subsidiaries that are attributable to the Common Units acquired by us from the TRA Parties pursuant to future redemptions, exchanges or certain contributions, and (b) any increase or decrease to such tax basis referred to in clause (a) as a result of such acquisitions.

•

“Existing Basis” means our share of tax basis of certain of the assets of CoVolt Holdings and its subsidiaries that are attributable to Common Units acquired by us (a) at the time of this offering or (b) after this offering (other than any Common Units acquired pursuant to future redemptions or exchanges).

•

“Free Cash Flow” shall mean operating cash flow less capital expenditures.

•

“Interest Deduction” shall mean deductions attributable to imputed interest and other payments of interest by us pursuant to the Tax Receivable Agreement.

•

“IPPs” shall mean independent power producers.

•

“IRA” shall mean the Inflation Reduction Act of 2022.

•

“ITC” shall mean the investment tax credit under Section 48 or Section 48E of the U.S. Internal Revenue Code, as applicable.

•

“JOBS Act” shall mean the Jumpstart Our Business Startups Act of 2012.

•

“LNTP” shall mean a limited-notice-to-proceed agreement, under which a customer pays us to perform initial engineering and site investigation work, procure long lead time equipment and materials, and begin initial mobilization of our workforce and equipment prior to finalizing a lump sum EPC contract.

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•

“NERC” shall mean the North American Electric Reliability Corporation.

•

“O&M” shall mean operations and maintenance.

•

“OBBBA” shall mean the One Big Beautiful Bill Act, which was signed into law on July 4, 2025.

•

“PPAs” shall mean power purchase agreements.

•

“PRC” shall mean the People’s Republic of China.

•

“Reorganization Transactions” shall mean the series of organizational transactions to be completed by us in connection with the consummation of this offering, as described under “Organizational Structure,” as a result of which we will be organized in an “Up-C” structure.

•

“Revolving Credit Facility” shall mean that certain Revolving Credit Agreement, dated as of November 19, 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, including by that certain Tenth Amendment to Revolving Credit Agreement, dated as of March 25, 2026), among Signal Energy, LLC, Applied High Voltage, LLC, Signal Wind Constructors, LLC, Signal Energy DG, LLC, Signal Energy Australia Pty Ltd., SEC Holdings Group, LLC and Pinnacle Bank, as Lender and L/C Issuer.

•

“SCADA” shall mean supervisory control and data acquisition.

•

“Shareholders Agreement” shall mean the shareholders agreement to be effective upon the consummation of this offering and to be entered into by and among the Company and certain Continuing Equity Owners.

•

“Securities Act” shall mean the Securities Act of 1933, as amended.

•

“T&D” shall mean transmission and distribution.

•

“Tax Receivable Agreement” shall mean the Tax Receivable Agreement to be entered into by and among us, CoVolt Holdings, certain Continuing Equity Owners, the Blocker Shareholders, certain representatives and any other person that may be a party thereto (other than us, CoVolt Holdings and such representatives, the “TRA Holders”) at the consummation of this offering, pursuant to which, among other things, we will be required to pay to each TRA Holder     % of the amount of cash tax savings, if any, that we realize (or in certain cases, are deemed to realize) as a result of Basis Adjustments, Blocker Transferred Basis, Existing Basis, Exchange Existing Basis and Interest Deductions.

•

“TBOC” shall mean Texas Business Organizations Code, as amended.

•

“Transactions” shall mean the Reorganization Transactions and this offering.

•

“TRIR” shall mean Total Recordable Incident Rate.

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider and read the following risk factors, together with all of the other information contained in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto, before deciding to invest in our Class A common stock. The risks described below are not the only ones we face. Our business, financial condition, and/or results of operations could be materially and adversely affected by any of these risks or uncertainties, as well as by risks or uncertainties not currently known to us, or that we do not currently believe are material. In such case, the trading price of our Class A common stock could decline, and you may lose some or all of your investment.

Risks Related to Our Business

Our projects depend on the timely performance of customers, suppliers, subcontractors, and other third parties, and delays or failures by these parties, as well as engineering errors, permitting issues, and other factors, can negatively impact our project schedules, costs, and profitability.

Our business is dependent on successfully constructing utility-scale solar, battery storage, and high voltage (e.g., substations, switchyards, transmission, etc.) projects for our customers on time and within budget. Many of our projects involve challenging engineering, permitting, interconnection, procurement, and construction phases that occur over extended time periods, and we have encountered and may in the future encounter project delays, additional costs, or project performance issues as a result of factors that are beyond our control or due to errors in our work.

These factors and other issues affecting our performance include, among others: engineering errors; damaged equipment or late delivery of equipment; supply chain constraints; inability to meet project schedule requirements or achieve guaranteed performance or quality standards, which can result in increased costs through rework or the payment of liquidated damages to our customers; failure to accurately estimate project costs or establish the scope of our services; unforeseen circumstances or project modifications not included in our cost estimates or covered by our contracts, including concealed or unknown environmental, geological, or site conditions; changes in laws, including additional restrictions, reductions, or repeal of tax credits and other tax or governmental benefits our customers expect to generate with respect to their energy projects; ability to source equipment, components, and intellectual property from non-prohibited foreign entity suppliers in order to maintain eligibility for tax benefits; permitting, interconnection, or regulatory requirements during the course of our work; delays in the delivery of design or engineering information, equipment, or materials; our or our customers’ failure to timely obtain land, permits, rights of way, or other regulatory or environmental approvals; changes to project or customer schedules; and delays or failures to perform by suppliers, subcontractors, or other third parties. For example, certain equipment such as transformers are sensitive to impacts, or solar modules do not produce the expected power output, but no physical damage is visible upon our receipt of the particular equipment item at the site. When those items are put into service, they do not perform properly or fail prematurely. The cause is not always readily ascertainable, which can result in expensive and time-consuming testing, ultimately resulting in disputes over causation.

The successful completion of the majority of our projects is dependent on the timely delivery of customer/owner furnished materials and equipment (e.g., PV modules, inverters, trackers, etc.) and such projects may be delayed or disrupted if such customer/owner furnished materials and equipment are not delivered in accordance with the agreed delivery dates. Our projects may also be delayed or disrupted by protests and other public activism, legal challenges, or other political opposition; geopolitical conflicts; public health crises such as pandemics or epidemics; government shutdowns or under-staffing of regulatory agencies; and changes in the

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cost, availability, lead times, or quality of equipment, commodities, materials, or labor. Many of these difficulties and delays, although not caused by us, can negatively impact our ability to complete a project in accordance with the required delivery schedule or performance requirements, or achieve our anticipated operating income margin on the project. When delays occur on a project, there are often disputes over the true causation of the delay or the extent of delay attributable to each party. Even where we believe a delay is excusable and compensable under our contract, customers may disagree, and if we are successful in obtaining relief via a change order, such relief may not fully cover our actual costs. If the customer refuses to grant time extensions to guaranteed contract milestones, we may be forced to mitigate the delays by working out-of-sequence, working overtime, or adding additional labor and construction equipment resources to accelerate our work, which results in losses of labor productivity and increased costs, which may not be recoverable from the customer. We have also experienced delays because the customer is unable to provide backfeed power in accordance with the agreed schedule, which has caused delays to commissioning activities resulting in delays to substantial completion dates. In some cases, to mitigate the delay caused by the late provision of backfeed power, we have brought in generators and load banks at significant additional cost to allow commissioning to proceed in the absence of backfeed power.

Delays and additional costs associated with these factors may be substantial and not recoverable from the customer or third parties, and in some cases, we may be required to compensate our customers for such delays. Many of our EPC contracts include provisions requiring us to pay liquidated damages to our customers if we fail to achieve guaranteed dates such as substantial completion or mechanical completion, which guaranteed dates are often by circuit or other project milestone, or if the project does not meet certain performance guarantees (e.g. guaranteed capacity). These liquidated damages can be significant and can substantially reduce or eliminate the profit margin on a project, or even result in a loss. Furthermore, if we are required to pay liquidated damages or fail to meet performance standards, our customers may terminate our contracts, seek actual damages, or decline to award us future work, any of which could damage our reputation in the industry. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations. For example, we have experienced situations where the customer supplied solar modules do not produce the power output guaranteed by the manufacturer, resulting in disputes over the causation of the project not achieving guaranteed performance/power production.

Adverse weather, natural disasters, and difficult site conditions can disrupt our construction activities, increase our costs, and delay project completion.

Unlike commercial building projects, utility-scale solar and battery storage projects are performed almost entirely outdoors and are subject to disruption from weather events, natural disasters, and emergencies, including wildfires, earthquakes, hurricanes, tropical storms, tornadoes, significant rainfall, floods, hailstorms, droughts, blizzards, lightning strikes, and extreme temperatures. We have experienced hail, lightning strikes, wildfires, windstorms, floods, extreme temperatures, and extreme rain on our projects. Solar panels are susceptible to certain weather-related risks: during installation, solar panels can catch wind like sails, causing high winds to shut down or delay construction activities, and large hail can significantly damage solar panels, causing delays and reconstruction risks. Weather conditions such as prolonged rainfall or snowfall, early thaw in northern regions, high winds, and extreme temperatures can halt or disrupt construction activities for extended periods and negatively impact our ability to complete projects within budget or on schedule, which increases our costs and may expose us to delay liquidated damages. Difficult terrain, mud, and other site conditions can also impact the delivery and distribution of materials, availability of labor, and exposure of our personnel to harsh and hazardous conditions.

When sites are particularly muddy, wet, or snow covered, we may need to double-handle materials, which increases our costs. For example, we plan our work so that when materials such as piles and modules are delivered to the site, we offload them in the field near where the materials will be installed; however, if the site

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conditions do not permit offloading in the field, we must store them in a construction yard until conditions improve and then later distribute the materials to the field locations where they will be used. Working in harsh conditions such as extreme heat, cold, or mud lowers production rates, increases costs, and causes delays. Despite contractual protections such as force majeure provisions and insurance coverage, we have not always recovered the costs we have incurred from weather events and adverse site conditions, which has negatively impacted our financial results. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

We generate a significant portion of our revenues from lump sum contracts, and if actual project costs exceed our estimates, we may experience reduced profits or losses.

A substantial portion of our revenues is generated from EPC contracts structured on a lump sum basis, under which we agree to complete a defined scope of work for a lump sum. Under lump sum contracts, we bear the risk that the actual cost of labor, materials, equipment, and other project inputs may exceed our estimates, which could result in reduced profit margins or losses on a project.

When we enter into lump sum contracts, we must estimate the costs we expect to incur in performing the required work, including the costs of labor, materials, equipment, subcontractors, permits, insurance, and overhead. These cost estimates are based on our experience with similar projects, our understanding of the project scope and specifications, prevailing market conditions, geographic location, and various assumptions about future cost trends and project execution. However, utility-scale solar, battery storage, and high voltage projects are complex, involve long construction periods, and are subject to numerous uncertainties that can cause actual costs to differ significantly from our estimates.

Factors that may cause our actual costs to exceed our estimates include, among others: unanticipated increases in the cost of labor, materials, equipment, or subcontractor services due to inflation, supply chain disruptions, tariffs, commodity price volatility, or other market conditions; inaccurate estimates of the quantities of labor, materials, or equipment required to complete the work; unanticipated site conditions, including unforeseen environmental, geological, differing site conditions or unknown/unforeseen subsurface conditions; errors or deficiencies in engineering designs, drawings, or specifications; changes in applicable laws, regulations, codes, or permitting requirements; delays caused by adverse weather, natural disasters, or other force majeure events; delays or failures by our customers, suppliers, subcontractors, or other third parties to perform their obligations, including the supply of defective or damaged materials and equipment; and labor shortages, strikes, work stoppages, or other labor disruptions. Utility-scale solar projects encompass vast areas of land. Our project sites are usually over 1,000 acres. The customers provide geological reports, including soil borings, but such reports are limited and cannot practically identify all conditions on such large tracts of land that we may discover in the performance of our work. If the actual subsurface conditions are materially different from the conditions reflected in the contract documents or those conditions reasonably identified from our site visits, our costs to complete the work can be substantially more than we estimated in our bid. For example, we can and have encountered sinkholes, underground springs/water flow, unknown rock formations, and man-made structures such as buried concrete foundations, concealed wells, drainage tile, and structures. These items can change, and have changed, our design and work plans, sometimes requiring drilling through rock, or the removal of such items, and even requiring a different foundation design or different layout of the solar array to avoid such unforeseen conditions. Additionally, depending on the manufacturer, module model, and type, the wattage, size, and weight of solar modules may differ. To meet performance guarantees, the number of modules and plant layout may need to change, as well as the tracker and foundation design. As the EPC contractor, we provide a lump sum price based on an incomplete design and make certain assumptions on quantities. If we change the design or the assumptions we used in estimating bid quantities prove inaccurate, there can be, and we have experienced, significant quantity growth for which we are responsible. Significant quantity growth can and has caused cost increases in both materials and the labor to install the additional

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quantities, negatively impacting anticipated project margins. We have installed defective or damaged materials and equipment, which showed no signs of physical damage, but such defects were not discovered until plant testing and start-up. This can cause rework and delays in achieving guaranteed milestone dates.

In addition, under lump sum contracts, we are typically responsible for cost overruns even if those overruns result from factors beyond our control or that we could not reasonably have anticipated at the time we entered into the contract, unless the contract provides relief for such factors and conditions. While our contracts may include change order provisions that allow us to recover additional costs under certain circumstances, we may not be successful in obtaining change orders or recovering the full amount of our cost overruns. Disputes with customers regarding change orders and cost recovery can be time-consuming, costly, and damaging to customer relationships, and may result in arbitration or litigation. Furthermore, we use the percentage-of-completion method to recognize revenue on our lump sum contracts, which requires us to estimate the total costs expected to be incurred over the life of the contract. If we underestimate the total costs of a contract, we may be required to recognize lower profits or losses in future periods as the project progresses, which could have a material adverse effect on our financial results for those periods. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Limitations on the availability, or increases in the price, of solar modules, inverters, racking systems, transformers, and other critical equipment, as well as qualified subcontractors, could delay projects and have a material adverse effect on our business and results of operations. For example, the availability of power transformers utilized in electric power plants has been negatively impacted by the inability of manufacturers to meet current market demand, which has increased and is expected to continue to increase. If the supply of power transformers and other critical equipment is unable to meet the demand for such equipment, prices and lead times may continue to increase which could put upward pressure on our costs and adversely affect our profitability. Also, it is not uncommon for customers to change module types or module manufacturers/suppliers after signing an EPC agreement, which can result in a significant redesign of the project to accommodate the different modules. The redesign resulting from the module change is the basis of a change order, but the customers do not always agree to the amount of delay, disruption and additional costs attributed to the module change. Moreover, dependent upon the timing of the module change and any delays in the delivery of the modules, work planned to be performed in favorable weather months can be pushed into winter months resulting in series of cascading delays and cost impacts.

Concentration of customers, specific projects and regions may expose us to heightened financial exposure.

Our business model currently relies on a limited number of customers for a significant portion of our revenues, and we expect this customer concentration to continue for the foreseeable future. For example, our largest customer accounted for approximately 20% of our consolidated revenues and our top ten customers collectively represented approximately 96% of our consolidated revenues for the fiscal year ended December 31, 2025. For the six months ended June 30, 2026, our largest customer represented approximately 45% of our total revenues and our two largest customers collectively represented approximately 59% of our total revenues. The financial performance of our business depends on the ability of each customer to continue to award us projects and to perform its obligations under our EPC contracts. Our financial results could be materially and adversely affected if any of our significant customers fail to fulfill their contractual obligations, reduce or discontinue business with us, or if we are unable to replace lost business on comparable terms. We cannot assure that such performance failures or reductions in business by our customers will not occur, or that if they do occur, such failures will not adversely affect the cash flows or profitability of our business. Moreover, there can be no assurance that we will be able to enter into replacement contracts on favorable terms or at all.

We do not have long-term volume commitments from our customers, and our EPC contracts are typically awarded on a project-by-project basis following competitive bidding processes. Our significant customers

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include solar energy and battery storage developers, independent power producers, utilities, and infrastructure-backed platforms that are active in the utility-scale solar and battery storage markets. A significant customer may unilaterally reduce or discontinue business with us at any time or merge with, or be acquired by, a company that decides to reduce or discontinue business with us. Consolidation in the solar energy and battery storage development industry has been ongoing, with larger developers acquiring smaller competitors and private equity and infrastructure funds becoming increasingly active acquirers of development platforms. When a customer is acquired or undergoes a significant change in ownership, the new owners may elect to use different EPC contractors with whom they have existing relationships, may decide to self-perform construction services, or may discontinue projects that were previously in our pipeline.

Our project sites are located across diverse geographic regions throughout the United States, exposing our operations to a wide range of climate, weather, regulatory, and economic conditions. For the year ended December 31, 2025, our solar EPC operations generated approximately $643 million in revenues, representing approximately 87% of our consolidated revenues, and our high-voltage T&D operations generated approximately $96 million in revenues, representing approximately 13% of our consolidated revenues. Because our revenues are concentrated in the utility-scale solar and battery storage EPC market, our business and results of operations are particularly susceptible to adverse economic, regulatory, permitting, political, weather, and other conditions affecting these markets. Any of these conditions could have a material adverse effect on our business, financial condition, and results of operations.

We are also exposed to the credit and financial condition of our customers. A significant customer may encounter financial constraints, based on cost of capital or other reasons, file for bankruptcy protection, or cease operations, any of which could result in reduced or discontinued business with us. The solar energy and battery storage development industry is capital-intensive, and our customers’ ability to continue their project development activities depends on their access to tax equity, debt financing, and equity capital. Volatility in capital markets, rising interest rates, or changes in the availability, reductions, limitations, or repeal of tax credits or other tax or governmental benefits could impair our customers’ financial condition and their ability to proceed with projects. While we have longstanding relationships with many of our significant customers, long-term exposure to a concentrated customer base remains a risk, and any loss of, or significant reduction in business from, one or more of these customers could have a material adverse effect on our business, financial condition, and results of operations.

The imposition of tariffs, duties, and other trade barriers could increase our costs, disrupt supply chains, and have a material adverse effect on our business.

The construction of utility-scale solar and battery storage projects requires significant quantities of equipment and materials, including solar modules, inverters, racking systems, transformers, battery cells, and other components, many of which are manufactured outside the United States. Our EPC contracts often require us to procure some or most of the materials and equipment needed for a project, and our costs and ability to complete projects on time and within budget can be materially affected by tariffs, duties, taxes, assessments, sourcing restrictions, and other trade barriers imposed by the U.S. government or foreign governments.

Recently, there have been significant changes to U.S. trade policies, including substantial new tariffs on foreign imports. In early 2025, the U.S. presidential administration announced significant new tariffs on imports from China, Mexico, Canada, and certain Southeast Asian countries, and has proposed additional new tariffs that may be implemented in the future. Solar modules, inverters, battery storage systems, and other critical equipment used in our projects are frequently manufactured in or sourced from these countries. The extent and duration of increased tariffs, and the resulting impact on general economic conditions and on our business, are uncertain and depend on various factors, including negotiations between the U.S. and affected countries, the responses of

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other countries or regions, exemptions or exclusions that may be granted, and the availability and cost of alternative sources of supply.

Any new or additional tariffs on goods imported into the U.S. from China, Southeast Asia, or other countries could significantly increase the cost of equipment and materials used in our projects. Our EPC contracts generally include change order provisions that entitle us to compensation for new or increased tariffs that take effect after we sign the EPC contract, similar to change order provisions for changes in law. However, even where we have contractual entitlement to a change order, our customers may dispute the amount of compensation owed, and we may be unable to recover the full amount of our increased costs. Disputes over tariff-related cost increases could damage our customer relationships. In response to tariffs, we may seek to increase prices to customers on new contracts, which may diminish demand for our services and could have a material adverse effect on our competitive position.

Additionally, tariffs and trade restrictions can disrupt supply chains by limiting the availability of critical equipment and materials or extending lead times for delivery. If we are unable to procure necessary equipment in a timely manner, our projects may be delayed, which could result in liquidated damages, contract terminations, or reputational harm. Other countries have changed, and may continue to change, their own policies on trade as well as business and foreign investment in response to U.S. trade actions, which could further disrupt global supply chains for solar and battery storage equipment. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Our business is labor-intensive, and we may be unable to attract and retain qualified electricians, project managers, engineers, and other skilled personnel, or may incur significant costs if the cost of labor increases. Additionally, our collective bargaining agreements and multiemployer pension plan obligations could have a material adverse effect on our business.

Our ability to perform our EPC services and grow our business requires hiring, training, and retaining the necessary skilled personnel, which is subject to a number of risks. The demand for labor in our industry has continued to increase in response to growing demand for infrastructure services in the United States related to the energy transition. The pool of skilled workers available in our industry has declined, and may further decline, especially with respect to experienced project managers, qualified engineers, electricians, and craft workers. The amount of travel or relocation required for project management-level positions can impact the number of qualified potential candidates that decide to enter our industry.

A shortage in the supply of personnel creates competitive hiring markets that may result in increased labor expenses, and we have incurred, and expect to continue to incur, significant recruiting and training expenses in order to recruit and train employees. The uncertainty of contract award timing and project delays can also present difficulties in managing our workforce size. Our inability to efficiently manage our workforce may require us to incur costs resulting from excess staff, reductions in staff, or redundancies. Additionally, inflationary pressure in the United States has increased our labor costs, and under certain of our lump sum contracts, we may be unable to pass these increased costs through to our customers. Increased labor costs can also impact our customers’ decision-making with respect to viability or timing of certain projects, which could result in project delays or cancellations. We may also trigger indemnification obligations to our customers if, on projects where we have agreed to comply with certain tax credit eligibility obligations, including the prevailing wage and apprenticeship standards, FEOC requirements or domestic content standards, we fail to do so and this causes our customers to lose tax credit eligibility or bonus federal tax credits under the Inflation Reduction Act of 2022 or the OBBBA.

A portion of our workforce is represented by labor unions and we have signed project labor agreements with such unions limited to the specific applicable project and those project labor agreements incorporate certain provisions of broader collective bargaining agreements, which require us to pay specified wages, provide

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certain benefits, and comply with various work rules and conditions. Although the majority of our project labor agreements with the various labor unions prohibit strikes and work stoppages, unionized employees have been known to ignore such provisions; thus, work stoppages could occur in the future. Union organizing activities could also result in additional portions of our workforce becoming unionized, which could increase our labor costs and reduce our operational flexibility.

Our collective bargaining agreements generally require us to participate with other companies in multiemployer pension plans. To the extent a plan is underfunded, we may be subject to substantial liabilities under the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended by the Multiemployer Pension Plan Amendments Act of 1980, if we withdraw or are deemed to withdraw from the plan or the plan is terminated or experiences a mass withdrawal. The amount of any such withdrawal liability could be material. Further, the Pension Protection Act of 2006 added special funding and operational rules generally applicable to multiemployer plans that are classified as “endangered,” “seriously endangered,” or “critical” status based on multiple factors. Plans in these classifications must adopt remedial measures, which may require additional contributions from employers and/or modifications to retiree benefits. Certain plans to which we contribute or may contribute in the future have these funding statuses, and we may be obligated to contribute material amounts to these plans in the future. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

The loss of, or reduction in business from, significant customers could have a material adverse effect on our business, financial condition, and results of operations.

A limited number of customers have historically accounted for a significant portion of our revenues, and we expect this customer concentration to continue for the foreseeable future. For example, our largest customer accounted for approximately 20% of our consolidated revenues and our top ten customers collectively represented approximately 96% of our consolidated revenues for the fiscal year ended December 31, 2025. For the six months ended June 30, 2026, our largest customer represented approximately 45% of our total revenues and our two largest customers collectively represented approximately 59% of our total revenues. Our significant customers include solar energy and battery storage developers, independent power producers, utilities, and infrastructure-backed platforms that are active in the utility-scale solar and battery storage markets. Although we have longstanding relationships with many of our significant customers, the loss of business from, or a significant reduction in business with, one or more of these customers could have a material adverse effect on our business, financial condition, and results of operations.

A significant customer may unilaterally reduce or discontinue business with us at any time or merge with, or be acquired by, a company that decides to reduce or discontinue business with us. Consolidation in the solar energy and battery storage development industry has been ongoing, with larger developers acquiring smaller competitors and private equity and infrastructure funds becoming increasingly active acquirers of development platforms. When a customer is acquired or undergoes a significant change in ownership, the new owners may elect to use different EPC contractors with whom they have existing relationships, may decide to self-perform construction services, or may discontinue projects that were previously in our pipeline. We may also lose key customer relationships if personnel with whom we have established working relationships depart following such transactions.

A significant customer may also encounter financial constraints, based on cost of capital or other reasons, file for bankruptcy protection, or cease operations, any of which could result in reduced or discontinued business with us. The solar energy and battery storage development industry is capital-intensive, and our customers’ ability to continue their project development activities depends on their access to tax equity (or tax credit monetization options, such as transfers of tax credits), debt financing, and equity capital. Volatility in capital markets, rising interest rates, or changes in the availability, reductions, limitations, or repeal of tax credits or other tax or governmental benefits could impair our customers’ financial condition and their ability to proceed

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with projects. In the past, solar energy and battery storage developers and project owners have experienced bankruptcies, restructurings, and program cancellations, and similar events could affect our current or prospective customers.

Furthermore, our significant customers may shift their strategic priorities, such as moving away from utility-scale solar toward distributed generation, offshore wind, or other technologies, which could reduce their demand for our EPC services. Our customers may also face pressure from their own investors or lenders to reduce costs, which could lead them to delay projects, reduce project scope, or seek lower-cost EPC alternatives. We do not have long-term volume commitments from our customers, and our EPC contracts are typically awarded on a project-by-project basis. There can be no assurance that we will continue to receive significant business from our current customers at historical levels, or at all. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Many of our contracts may be canceled, suspended, or not renewed on short notice, and we may be unsuccessful in replacing such contracts.

Our EPC contracts typically do not obligate our customers to undertake any volume of business with us and, in most cases, may be terminated or suspended by our customers on short notice even if we are not in default under the contract. Many of our contracts contain termination for convenience provisions that allow customers to terminate our engagement upon 3 to 10 business days’ notice. Upon a termination for convenience, customers are generally required to pay us for work performed through the termination date, materials procured or committed, reasonable demobilization costs, and subcontractor and supplier cancellation charges; however, our contracts generally do not provide for recovery of lost profits on unperformed work. Such payments may not fully compensate us for the loss of the anticipated project revenue and profit margin, and we may be left with unrecoverable costs associated with mobilization, procurement commitments, and workforce planning. Our LNTP agreements are similarly terminable, and customers are not obligated to proceed from the LNTP phase to a full EPC contract. For additional information regarding our contract terms, see “Business–Customer Contracts.”

Customers may cancel, suspend, or fail to renew contracts for a variety of reasons, many of which are beyond our control. These reasons include changes in the customer’s project economics or financing arrangements; reduction, repeal, or increased restrictions on tax credits or other tax or governmental benefits; permitting delays or denials; grid interconnection issues or delays in obtaining power purchase agreements; changes in the customer’s strategic priorities or development pipeline; consolidation or change of control of the customer; adverse regulatory or policy developments affecting the solar energy and battery storage industry; and general economic conditions affecting the customer’s business. Customers may also reduce the scope of projects or defer commencement of construction, which can significantly reduce the revenue we expected to recognize from a contract.

Our EPC contracts are negotiated on a project-by-project basis, as every project is unique, and do not renew. We do not have long-term volume commitments from our customers, and our EPC contracts are typically awarded following competitive bidding processes. Even customers with whom we have longstanding relationships may elect to use other EPC contractors for future projects based on price, availability, geographic considerations, or other factors. Additionally, repeat customers may seek to renegotiate contract provisions to shift additional risk to us. If we are unwilling to accept such additional risk, we may lose the project to a competitor willing to accept less favorable terms. There can be no assurance that we will continue to receive work from our current customers at historical levels, or at all.

Our inability to replace canceled, suspended, or non-renewed contracts with new business at comparable margins could result in periods of reduced revenue and underutilization of our workforce and equipment. We may incur significant costs in maintaining our workforce and operational capacity during periods of reduced

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project activity, which could negatively impact our profitability. Furthermore, contract cancellations or suspensions can disrupt our project scheduling and resource allocation, making it more difficult to efficiently manage our operations across multiple projects. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

We may fail to adequately recover on contract modifications, change orders, or claims against customers, which could reduce our revenues and profitability.

During the course of constructing utility-scale solar, and battery storage, and high voltage projects, we frequently encounter circumstances that require modifications to the original contract scope, specifications, or requirements. We periodically present contract modifications to our customers for changes in contract specifications or requirements, as a result of added scope under such contracts, or for events outside our control which have impacted the cost or time to perform our obligations under the contracts. These circumstances may include, among other things, unforeseen site conditions such as unknown environmental, geological, or subsurface conditions; delays caused by customers, subcontractors, or other third parties; changes in project scope requested by our customers; damage to materials and equipment, permitting delays or changes in regulatory requirements; significant weather events or natural disasters; and supply chain disruptions affecting the cost or availability of materials and equipment.

We consider unapproved change orders to be contract modifications for which customers have not yet agreed to both scope and price. We consider claims to be contract modifications which have been denied by our customers, and for which we seek, or will seek, to collect from such customers. While we generally negotiate with our customers for additional compensation when we incur costs or delays attributable to factors beyond our control or outside the original contract scope, we may be unable to obtain, through negotiation, arbitration, litigation, or otherwise, adequate amounts to compensate us for the additional work performed or expenses incurred. For example, we have experienced conditions beyond our control that our customers recognize that we are entitled to compensation (time and money) such as unforeseen subsurface conditions like buried concrete foundations or extreme weather conditions, but customers are unwilling to fully compensate us for either the full cost or the actual delay.

The process of resolving change orders and claims can be lengthy, costly, and contentious. Litigation or arbitration with respect to these matters is generally time-consuming and expensive, involves significant uncertainty as to the timing and amount of any resolution, and can adversely affect our relationships with existing or potential customers. Even where we believe we have strong legal grounds for recovery, customers may dispute our entitlement to additional compensation, challenge the reasonableness of our claimed costs, or assert counterclaims against us. Furthermore, we could be required to invest significant working capital to fund cost overruns while the resolution of a claim is pending, which can strain our liquidity and financial resources.

We recognize amounts associated with change orders and claims as revenue when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Actual amounts collected in connection with change orders and claims have in the past and may in the future differ from estimated amounts. Consequently, the timing for recognition of revenues and profit or loss and any subsequent changes in estimates is uncertain and could result in a reduction or an elimination of previously reported revenues or profits, or the recognition of losses on the associated contract. Failure to obtain adequate and prompt compensation for change orders and claims can result in a material reduction of revenues and gross profit, or the recognition of significant losses on affected projects. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

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The nature of our EPC business exposes us to potential liability for warranty, engineering, design defects, construction quality, and performance guarantee claims that could have a material adverse effect on our financial condition.

As an EPC contractor for utility-scale solar, battery storage, and high voltage projects, we are responsible for delivering completed projects that meet specified performance standards, quality requirements, and design specifications. Our EPC contracts typically include warranties covering our workmanship and the materials we supply for periods ranging from one to several years following project substantial completion. We may also provide performance guarantees related to energy production, system availability, or other operational metrics. If the projects we construct fail to meet warranted quality standards or guaranteed performance levels, we may be required to perform corrective work, replace defective materials or equipment, pay damages to our customers, or provide other remedies at our expense.

The construction of utility-scale solar and battery storage projects involves complex engineering, design, and construction activities that carry inherent risks of defects or deficiencies. These risks include errors or omissions in engineering designs or construction drawings; improper installation of solar modules, inverters, racking systems, electrical components, or battery storage equipment; defects in materials or equipment supplied by us or our subcontractors; failure of installed systems to achieve expected energy production or efficiency levels; and latent defects that may not become apparent until after project completion. Additionally, we may be held responsible for defects in work performed by our subcontractors or for defects in equipment or materials supplied by third-party vendors, even if we did not directly cause such defects.

Performance guarantee claims can be particularly significant in the utility-scale solar and battery storage industry, where project economics are highly sensitive to energy production levels. Our customers often enter into power purchase agreements or receive financing based on projected energy output, and shortfalls in actual performance can have substantial financial consequences for them. If a project we construct fails to meet guaranteed performance levels, we may be required to pay liquidated damages, make capital improvements to enhance system performance, or provide other remedies that could be costly and time-consuming.

Furthermore, warranty and performance guarantee claims can arise years after project completion, making it difficult to predict our ultimate exposure. We establish reserves for warranty obligations based on historical experience and management estimates, but actual warranty costs may exceed our reserves. We also maintain insurance coverage for certain types of claims, but our insurance may not cover all potential liabilities, and coverage limits may be insufficient to fully protect us against significant claims. Warranty, design defect, construction quality, or performance guarantee claims, whether or not ultimately determined to be our responsibility, could damage our reputation in the industry and adversely affect our ability to win new business. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

We can incur liabilities or suffer negative financial or reputational impacts relating to health and safety matters inherent in large-scale solar and battery storage construction operations, including risks of worksite injuries and fatalities.

The construction of utility-scale solar, and battery storage, and high voltage projects involves inherently hazardous activities that expose our employees, subcontractors, and other personnel to significant health and safety risks. Our construction operations involve working at heights, operating heavy machinery and equipment, electrical work including high-voltage systems, excavation and trenching, lifting and rigging operations, and exposure to extreme weather conditions. These activities create risks of serious injuries and fatalities, including falls, electrocution, struck-by incidents, crushing injuries, heat-related illnesses, and other workplace accidents. Construction activities are performed in an environment that is difficult to control and thus, there is a potential for serious accidents in the future.

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Battery storage projects present unique health and safety risks beyond those associated with traditional solar construction. Lithium-ion battery systems, which are commonly used in utility-scale battery storage projects, can experience thermal runaway events that may result in the melting of materials, fires, explosions, or the release of toxic gases. Our personnel may be exposed to hazardous materials during the installation, commissioning, and maintenance of battery storage systems. As the battery storage market continues to grow and evolve, we may encounter new or unanticipated safety risks associated with emerging battery technologies or installation methods.

Our operations are subject to extensive federal, state, and local laws and regulations governing occupational health and safety, including the Occupational Safety and Health Act and regulations promulgated by the Occupational Safety and Health Administration. We are required to maintain comprehensive safety programs, provide training to our employees, and comply with detailed safety standards applicable to construction activities. Violations of these requirements can result in significant penalties, citations, and in serious cases, criminal prosecution of responsible individuals. We may also be subject to stop-work orders or other regulatory actions that could delay our projects and increase costs.

Workplace accidents and acts of violence can result in substantial liabilities, including workers’ compensation claims, third-party personal injury or wrongful death lawsuits, property damage claims, and regulatory fines and penalties. We have experienced two active shooter events, one at an office location and one at a project site, and there can be no assurance that similar incidents will not occur in the future. We maintain insurance coverage for certain workplace liabilities, but our insurance may not cover all potential claims, and coverage limits may be insufficient to fully protect us against significant losses. Additionally, workplace accidents can damage our reputation, impair our ability to attract and retain qualified employees, and adversely affect our relationships with customers who prioritize safety performance when selecting EPC contractors. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Our high-voltage substation, T&D, and data center services present distinct risks that could adversely affect our business, financial condition, and results of operations.

Our high-voltage platform, which includes substation construction, T&D infrastructure, and high-voltage work for data center interconnections, involves work on or adjacent to energized grid infrastructure and is subject to more stringent regulatory requirements (including NERC and Federal Energy Regulatory Commission (“FERC”) standards) than our solar and storage EPC work. Errors in high-voltage design or construction can result in equipment damage, power outages, grid disturbances, and regulatory penalties that may significantly exceed the contract value. Skilled high-voltage electricians and high-voltage engineers are scarce, and our ability to execute this work depends on maintaining a specialized, licensed workforce. Our data center customers are a small number of large hyperscale technology companies whose construction programs are subject to rapid changes in capital allocation. A slowdown in hyperscaler capital expenditures or a shift in preferred contractors could significantly reduce demand for this part of business. As of June 30, 2026, approximately 6% of our total backlog consisted of high-voltage substation and T&D work for data center customers. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to litigation, claims, and legal proceedings in the ordinary course of our business, including personal injury claims, breach of contract disputes, and bonding claims, which could result in significant liabilities and divert management attention.

We are, and may in the future become, subject to various lawsuits, claims, and legal proceedings arising in the ordinary course of our business, including claims for personal injury or wrongful death, breach of contract, professional liability, employment-related disputes, and claims by subcontractors and suppliers. The

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construction industry generally, and the utility-scale solar and battery storage construction industry specifically, involves significant risks of liability due to the nature of the work performed, the large number of personnel involved, and the complex contractual relationships among project participants.

Personal injury and wrongful death claims may arise from accidents at our construction sites, including claims by our employees, employees of our subcontractors, and third parties. Although we maintain workers’ compensation insurance and general liability insurance, the cost of defending against such claims, and any settlements or judgments, could be substantial and may exceed our insurance coverage. Employment-related claims may include allegations of discrimination, harassment, retaliation, wrongful termination, worker misclassification, wage and hour violations, employee leave, and other claims with respect to labor or employment practices. These claims can be time-consuming and expensive to defend, regardless of their merit.

We may also be subject to breach of contract claims by our customers, subcontractors, suppliers, and other parties with whom we do business. Disputes may arise over the scope of work, quality of performance, entitlement to change orders, responsibility for delays or cost overruns, and other contractual matters. We may assert claims against our customers for additional compensation, and our customers may assert counterclaims against us. Resolution of these disputes through negotiation, arbitration, or litigation can be costly and time-consuming and may damage our business relationships.

In addition, we are required to provide surety bonds on many of our projects, and claims against our bonds can result in significant liabilities. If a surety is required to pay on a bond issued on our behalf, we are typically obligated to reimburse the surety through the surety general indemnity agreements, which could adversely affect our liquidity and financial condition. Any adverse outcome in litigation or legal proceedings could result in significant monetary damages, injunctive relief, or other remedies that could have a material adverse effect on our business, financial condition, and results of operations. Furthermore, the defense of legal proceedings, even if ultimately successful, can divert management attention from the operation of our business and result in significant legal fees and other expenses.

We may be unable to compete for projects if we are not able to obtain sufficient surety bonds, letters of credit, or other financial assurances required by our customers.

A portion of our business depends on our ability to provide surety bonds, letters of credit, or other financial assurances to our customers. Certain of our EPC contracts require us to maintain surety bonds for the benefit of customers during the construction and warranty periods. Current or future market conditions, including losses incurred in the construction industry or as a result of large corporate bankruptcies, as well as changes in our sureties’ assessment of our operating and financial risk, could cause our surety providers and lenders to decline to issue or renew, or substantially reduce the amount of, bid or performance bonds for our work and could increase our costs associated with collateral. These actions could be taken on short notice. If our surety providers or lenders were to limit or eliminate our access to bonding, letters of credit, or guarantees, our alternatives would include seeking capacity from other sureties and lenders or finding more business that does not require bonds or that allows for other forms of collateral for project performance, such as cash. We may be unable to secure these alternatives in a timely manner, on acceptable terms, or at all, which could affect our ability to bid for or work on future projects requiring financial assurances.

Under standard terms in the surety market, sureties issue or continue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing bonds. If we were to experience an interruption or reduction in the availability of bonding capacity, we may be unable to compete for or work on certain projects that require bonding.

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If we expand into new service areas, such as operations and maintenance or other adjacent businesses, we may face additional risks and liabilities for which we have limited experience.

As part of our growth strategy, we may expand into new service areas beyond our core EPC business, including operations and maintenance (“O&M”) services for utility-scale solar and battery storage projects, or other adjacent businesses. Expansion into new service areas involves inherent risks, including the need to develop new capabilities and expertise, hire and train personnel with different skill sets, invest in new systems and infrastructure, and establish relationships with new customers or market segments. We may not be successful in these efforts, and any new business lines may not achieve profitability or may take longer than anticipated to generate returns on our investment. Additionally, expansion into new areas could divert management attention and resources from our core EPC business.

If we were to enter the O&M market, we would face risks specific to that business. O&M contracts typically involve long-term performance obligations under which the service provider may be responsible for achieving certain availability, performance, or energy production targets. Failure to meet these targets could result in liquidated damages or other remedies. Equipment failures, component degradation, severe weather events, or other factors beyond our control may cause facilities to underperform, potentially resulting in liability. We may also become responsible for identifying and addressing equipment defects, design flaws, or installation errors that were not apparent at the time of project completion, which could result in costly repairs or replacement of equipment.

O&M services would also require us to maintain a geographically dispersed workforce of trained technicians capable of responding to maintenance needs and emergencies at project sites across multiple states. Managing this workforce efficiently and ensuring adequate staffing levels to meet contractual obligations can be challenging, particularly during periods of high demand or in remote locations. We may also face liability for personal injuries or property damage occurring at facilities we operate or maintain.

Furthermore, the O&M market is competitive, with established service providers, including specialized O&M companies, equipment manufacturers, and project owners who may choose to self-perform O&M services. As a new entrant, we may face challenges in winning O&M contracts and may need to accept lower margins to build a track record in this market. Similar risks would apply to other new service areas we may enter. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

If the market for technologies using artificial intelligence does not grow at the rate some parties expect, our customers or prospective customers may reduce their projected needs for power, which may impact the market for our offerings.

Some of our customers and prospective customers operate or otherwise rely on data centers and other similar infrastructure that can support, among other things, the growing demand for technologies that use artificial intelligence. Their business plans, including their construction of or expansion of infrastructure facilities that they intend to power using our offerings, may rely in part on assumptions around the growth of artificial intelligence technologies, which may prove to be unwarranted. If these assumptions prove incorrect, it may impact the business plans of these customers or prospective customers, which may reduce their need for our products or services, and may even lead to them canceling or renegotiating contracts with us. In addition, our own estimates of the market opportunity for EPC services tied to the buildout of power infrastructure supporting artificial intelligence, machine learning, and generative artificial intelligence workloads are inherently uncertain and based on assumptions that may not prove to be accurate, and if demand for the construction of these facilities grows less quickly than anticipated or declines, our future cash flows may be adversely affected. Such market disruptions or future lack of customer demand for power in the amounts we anticipate could adversely affect our business, results of operations, and financial condition.

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Disruptions to our information technology systems or cybersecurity breaches could expose us to significant liabilities, reputational harm, and operational disruption.

We rely on information technology systems to manage and support our business operations, including project management, engineering and design, estimating and bidding, procurement, scheduling, financial reporting, human resources, and communications with customers, suppliers, and subcontractors. Our systems store and process sensitive information, including proprietary business information, project designs and specifications, employee personal information, customer data, and financial records. Any significant disruption to our information technology systems, or any failure to maintain the security, integrity, or availability of these systems and the data they contain, could adversely affect our business operations and financial results.

Our information technology systems and those of our third-party service providers are vulnerable to damage or interruption from a variety of sources, including power outages, telecommunications failures, hardware or software failures, human error, natural disasters, and cyberattacks. Cybersecurity threats have become increasingly sophisticated and are constantly evolving, and may include ransomware attacks, malware infections, phishing schemes, denial-of-service attacks, social engineering, and other methods designed to gain unauthorized access to our systems, disrupt our operations, or steal, destroy, or manipulate our data. Threat actors may include nation-states, organized criminal groups, hacktivists, and malicious insiders, and their motivations may range from financial gain to industrial espionage to disruption of critical infrastructure.

The solar energy and battery storage, high-voltage substation and construction industries have become increasingly attractive targets for cyberattacks due to the critical nature of energy infrastructure and the sensitive project information maintained by industry participants. A successful cyberattack on our systems could result in the theft or disclosure of confidential business information, customer data, or employee personal information; the corruption or loss of critical project data; disruption to our project management, scheduling, or financial systems; delays in project execution and delivery; and liability for damages, regulatory penalties, or costs of remediation.

We have implemented security measures and controls designed to protect our information technology systems and data from unauthorized access or cyberattacks. However, no security measures are completely effective, and we cannot guarantee that our systems will not be compromised. We may be unable to anticipate or prevent all cyberattacks, particularly as attack methods continue to evolve and become more sophisticated. Additionally, our employees, subcontractors, and third-party service providers may inadvertently compromise the security of our systems through human error, negligence, or failure to follow security protocols. We maintain cybersecurity insurance coverage, but such coverage may not be sufficient to cover all losses arising from a significant cybersecurity incident. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Our construction schedules, project economics, and results of operations are subject to physical risks, including severe weather events, natural disasters, and risks associated with climate change that can halt site work or damage projects in progress.

The construction of utility-scale solar, battery storage and high-voltage substation projects is conducted outdoors and is inherently subject to physical risks from weather conditions, natural disasters, and other environmental factors. Our project sites are located across diverse geographic regions throughout the United States, exposing our operations to a wide range of climate and weather conditions that can disrupt construction activities, damage work in progress, and adversely affect our ability to complete projects on time and within budget.

Severe weather events, including hurricanes, tropical storms, tornadoes, floods, hail storms, blizzards, ice storms, and extreme temperatures, can halt or disrupt construction activities for extended periods, damage

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installed equipment and materials, and create unsafe working conditions for our personnel. For example, hurricane season in the southeastern United States and Gulf Coast regions can result in project shutdowns lasting days or weeks, and the aftermath of such storms may further delay construction due to damaged infrastructure, supply chain disruptions, and competing demands for labor and materials in affected areas. Similarly, projects in northern regions may experience construction delays during winter months due to frozen ground conditions, heavy snowfall, or extreme cold that prevents outdoor work.

Natural disasters such as wildfires, earthquakes, and flooding can cause significant damage to project sites, equipment, and materials, and may render sites inaccessible for extended periods. Wildfires have become increasingly frequent and severe in certain regions of the United States, particularly in the western states where we construct projects. Even if a project site is not directly affected by a wildfire, smoke, air quality concerns, and evacuation orders can halt construction activities and impact worker health and safety. Earthquakes can damage foundations, installed equipment, and site infrastructure, potentially requiring costly repairs or reconstruction.

Climate change may increase the frequency and severity of extreme weather events, making our construction operations more vulnerable to weather-related disruptions over time. Rising temperatures may also reduce worker productivity during summer months and increase the risk of heat-related illnesses, while changing precipitation patterns may affect site conditions and the timing of construction activities. We maintain, or cause our customers to maintain, insurance coverage for certain weather-related losses and natural disasters, but such insurance may not cover all potential losses, and coverage limits may be insufficient to fully protect us against significant events.

Any deterioration in the quality or reputation of our brand, which can be exacerbated by the effect of social media or significant media coverage, could have a material adverse effect on our business, financial condition, and results of operations.

Our brand and our reputation are among our most important assets, and our ability to attract and retain customers, as well as qualified employees, depends on brand recognition and reputation. A variety of events could result in damage to our reputation, some of which are outside of our control, including: acts or omissions that adversely affect our business such as a crime, scandal, cyber-related incident, litigation, or other negative publicity; failure to successfully perform, or negative publicity related to, a high-profile project; actual or potential involvement in a catastrophic fire, explosion, mechanical failure of infrastructure, or similar event; or actual or perceived responsibility for a serious accident or injury. Increased media coverage and interest in energy transition matters and our industry, along with the intensification of media coverage generally, including through the considerable expansion in the use of social media, have increased the volume and speed at which negative publicity arising from these events can be generated and spread, and we may be unable to timely respond to, correct any inaccuracies in, or adequately address negative perceptions arising from such media coverage. If the reputation or perceived quality of our brand declines or customers lose confidence in us, our business, financial condition, and results of operations could be adversely affected.

We depend on the continued services of key personnel, including our senior management team and skilled project managers, and our inability to attract, retain, or replace such personnel could adversely affect our business.

Our success depends in significant part on the continued contributions of our senior management team, including our executive officers, and other key employees who possess specialized knowledge, skills, and experience that are critical to our operations. Our senior executives have extensive experience in the utility-scale solar, battery storage, and high voltage construction industry and have developed important relationships with our customers, suppliers, subcontractors, and other business partners. The loss of one or more members

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of our senior management team, or their failure to effectively transition their responsibilities, could disrupt our operations, harm our customer relationships, and adversely affect our ability to execute our business strategy.

In addition to our senior management, we rely on experienced project managers, engineers, estimators, and other key personnel who oversee and are responsible for the execution of our EPC projects. These individuals possess specialized technical knowledge and project management skills that are essential to delivering projects on time, within budget, and in accordance with quality standards. The market for qualified project management and technical personnel in the solar energy and battery storage construction industry is highly competitive, and we may be unable to attract and retain the personnel we need. Our competitors and other companies in our industry actively seek to recruit our employees, and we may lose key personnel to competitors who offer more attractive compensation packages or career opportunities.

We do not maintain key person life insurance on any of our executives or key employees. Although we have employment agreements with certain of our executive officers and key employees, these agreements do not guarantee their continued service, and they may terminate their employment at any time. We may also have difficulty identifying, hiring, and integrating qualified successors for departing executives or key employees. Our ability to attract and retain qualified personnel depends on a number of factors, some of which are beyond our control, including prevailing wage rates, competition for talent, and our reputation in the industry. The loss of key personnel, or our inability to attract and retain qualified personnel, could have a material adverse effect on our business, financial condition, and results of operations.

Our insurance coverage may be inadequate to cover all losses or liabilities we may incur, and insurance may become more difficult or expensive to obtain in the future.

We maintain insurance coverage for various risks associated with our business, including general liability, professional liability, workers’ compensation, automobile liability, aviation/drone liability, cyber, property, builder’s risk, and pollution liability insurance. We also maintain umbrella and excess liability policies that provide additional coverage above the limits of our primary policies. We also generally negotiate our contracts to require our customers to provide builders risk insurance for our benefit on the projects we work. However, such insurance coverage is subject to self-insured retentions, deductibles, coverage limits, exclusions, and other terms and conditions that may result in our not being fully compensated for losses we incur. Additionally, certain types of losses may be uninsurable or may only be insurable at costs that we consider to be prohibitive.

The construction industry, and the solar energy and battery storage construction industry in particular, has experienced significant increases in insurance costs and reductions in available coverage in recent years. Insurers have become more selective in the risks they are willing to underwrite, and coverage for certain risks, such as wildfire, flood, hail damage, and other natural catastrophe exposures, has become more limited and expensive. We may be unable to obtain insurance coverage on acceptable terms, or at all, for certain risks, and we may be required to accept higher deductibles or lower coverage limits than we have historically maintained. Any significant uninsured or underinsured loss could have a material adverse effect on our financial condition.

Our insurance policies are subject to annual renewal, and there can be no assurance that we will be able to renew our policies at comparable coverage levels and premiums. Insurance carriers may decline to renew our policies, impose significant premium increases, or reduce coverage based on our claims history, changes in their risk appetite, or general market conditions. Furthermore, our insurers may become insolvent or otherwise unable to pay claims, leaving us without coverage for insured losses.

We may also be required to provide evidence of insurance coverage to our customers as a condition of being awarded contracts, and any inability to obtain required coverage could limit our ability to compete for certain projects. Additionally, claims against our insurance policies, even if ultimately covered, can result in increased

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premiums, higher deductibles, or reduced coverage availability in subsequent policy periods. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Our use of the percentage-of-completion method of revenue recognition requires subjective estimates that, if incorrect, could require us to recognize losses or revise previously reported revenues.

We recognize revenues on our lump sum EPC contracts using the percentage-of-completion method in accordance with Accounting Standards Codification Topic 606 (“ASC 606”). This method requires us to estimate, at each reporting date, the total costs expected to be incurred to complete each contract and to recognize revenue based on the ratio of costs incurred to estimated total costs. These estimates require significant judgment and are subject to uncertainty, particularly on long-duration projects subject to weather, supply chain, site condition, and other risks described elsewhere in this prospectus. If our cost-to-complete estimates prove to be inaccurate, whether due to unforeseen site conditions, subcontractor cost increases, design changes, or other factors, we may be required to recognize lower profits or losses in future periods on a cumulative catch-up basis, which could result in material adverse adjustments to our reported revenues and earnings in the period the revised estimate is recognized. For contracts where total estimated costs exceed total estimated revenues, we recognize the full expected loss immediately in the period in which the loss becomes known, which could result in a significant charge to earnings. Changes in cost estimates on a small number of large projects could have a disproportionate impact on our quarterly and annual financial results. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Our backlog may not be realized or may not result in profits, and may not accurately represent future revenue.

We define backlog as the total expected revenue from the uncompleted portions of existing contracts, including new contracts for which we have received a written award notice, notice to proceed or for which we have an executed contract. As of June 30, 2026, our backlog was approximately $3.6 billion. Although backlog reflects business that we consider to be firm, cancellations, scope reductions, or deferrals may occur, and we cannot guarantee that the revenues projected in our backlog will be realized or, if realized, will result in profits. Backlog should not be considered a reliable indicator of our future revenues or profitability, and investors should not unduly rely on backlog information in evaluating our business or prospects.

Backlog is difficult to determine with precision because our EPC contracts for utility-scale solar, battery storage, and high voltage projects are subject to delays, changes in scope, and terminations that can significantly affect the amount and timing of our revenue recognition. The duration of our projects can extend from several months to more than a year, and a variety of factors can affect whether and when backlog is converted to revenue. Customers may cancel or defer projects due to changes in their financing arrangements, permitting delays, grid interconnection issues, changes in project economics, shifts in strategic priorities, or general economic conditions affecting their business. Many of our EPC contracts permit customers to terminate for convenience, subject to payment for work completed and certain termination fees, which may not fully compensate us for the loss of the anticipated project revenue and margin.

Furthermore, our backlog may not convert to revenue at the rates or within the timeframes we anticipate. Projects may be delayed due to factors beyond our control, including adverse weather conditions, supply chain disruptions, labor shortages, equipment delivery delays, or regulatory approvals. Delays in the commencement or progress of projects can push revenue recognition into future periods, affecting our quarterly and annual financial results. Additionally, projects included in our backlog may ultimately be completed at lower margins than originally estimated due to cost overruns, change orders that are not fully compensated, performance issues, or other unforeseen circumstances. Cost increases related to labor, materials, tariffs, or other factors may erode the profitability of projects in our backlog, particularly under lump sum contracts where we bear the risk of cost overruns.

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We may also experience variability in the timing and amount of revenue recognized from our backlog due to the percentage-of-completion accounting method we use for our EPC contracts. Changes in estimated costs to complete projects can result in adjustments to previously recognized revenue, which may increase or decrease our reported revenues and profits in any given period. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Our business requires significant working capital, and our cash flow is subject to timing mismatches between project expenditures and customer payments that could strain our liquidity.

The construction of utility-scale solar, battery storage and high-voltage substation projects is capital-intensive and requires us to make substantial expenditures for labor, materials, equipment, and subcontractor services, often in advance of receiving corresponding payments from our customers. Our EPC contracts typically provide for progress payments based on the achievement of specified milestones or the completion of defined work packages, and the timing of these payments may not align with the timing of our expenditures. We may be required to fund significant working capital needs during the early stages of a project, when mobilization, procurement, and site preparation costs are incurred before milestone payments commence. Additionally, our customers may dispute milestone achievements, withhold payments for alleged defects, withhold retainage amounts until project completion, or delay payments for administrative or financial reasons, further extending the gap between our cash outflows and inflows.

If we are unable to manage our working capital effectively, we may need to rely on our credit facilities or other sources of financing to fund our operations, which could increase our borrowing costs and reduce our financial flexibility. During periods of high project activity or rapid growth, our working capital requirements may exceed our available resources, potentially limiting our ability to pursue new projects or requiring us to incur additional indebtedness on unfavorable terms. Our working capital needs may also increase as a result of supply chain disruptions, tariff-related cost increases, or project delays that extend the duration of our expenditure cycle. Any inability to maintain adequate liquidity to fund our working capital requirements could have a material adverse effect on our business, financial condition, and results of operations.

Significant backlogs in grid interconnection queues may delay or prevent our customers’ projects from reaching construction, reducing demand for our EPC services.

The interconnection of utility-scale solar and battery storage projects to the electric grid requires completion of a multi-step process administered by regional transmission organizations (“RTOs”), independent system operators (“ISOs”), and individual utilities, which includes interconnection studies, system impact analyses, facility studies, and the negotiation of interconnection agreements. In recent years, the volume of interconnection requests has dramatically outpaced the capacity of grid operators to process them, resulting in extensive queue backlogs and wait times that can extend for several years in many regions of the United States. According to publicly available data, the average time from interconnection request to commercial operation for utility-scale projects has increased significantly, and a substantial percentage of projects that enter interconnection queues are ultimately withdrawn before reaching construction.

These interconnection delays directly affect our business because our customers generally cannot commence construction of their projects, and therefore cannot engage us under EPC contracts, until they have obtained an interconnection agreement and have sufficient certainty regarding their grid connection timeline and costs. Prolonged interconnection timelines reduce the number of projects that are ready for construction in any given period, which constrains our addressable market and can result in periods of reduced project activity. Additionally, our customers may face significant and unpredictable interconnection upgrade costs, which can alter project economics and lead to project cancellations or deferrals. Changes to interconnection procedures, including reforms implemented by the Federal Energy Regulatory Commission (“FERC”) under Order No. 2023

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and subsequent orders, may alter queue processing timelines and requirements in ways that benefit or disadvantage our customers’ projects. There can be no assurance that interconnection reforms will be implemented in a timely or effective manner, or that such reforms will reduce the backlog to levels that materially benefit our business. Any continued or worsening interconnection delays could have a material adverse effect on our business, financial condition, and results of operations.

Our inability to successfully execute our acquisition strategy may adversely impact our growth, and acquisitions involve risks that could have a material adverse effect on our business.

Our business strategy includes expanding our presence in the industries we serve and adjacent industries through strategic acquisitions of companies that complement or enhance our business. The number of acquisition targets that meet our criteria may be limited, and we may face competition for acquisition opportunities from other potential acquirers who may offer more favorable terms or have greater financial resources. Failure to consummate future acquisitions could negatively affect our growth strategies. Additionally, our past and future acquisitions may involve significant cash expenditures or stock issuances, the incurrence or assumption of debt and other known and unknown liabilities, and exposure to burdensome regulatory requirements. We may discover previously unknown liabilities associated with an acquired business, and we may have inadequate or no recourse under applicable indemnification provisions or representation and warranty insurance coverage.

The success of our acquisition strategy also depends on our ability to successfully integrate the operations of acquired businesses with our existing operations and realize the anticipated benefits, such as expansion of our service offerings, elimination of redundant costs, and cross-selling opportunities. Our ability to integrate and realize benefits can be negatively impacted by, among other things: failure of an acquired business to achieve the results we expect; diversion of our management’s attention from operational matters; difficulties incorporating the operations and personnel, or inability to retain key personnel, of an acquired business; the complexities and difficulties associated with managing our business as it grows and becomes more complex; additional financial reporting and accounting challenges; unanticipated events or liabilities associated with an acquired business; and risks and liabilities arising from the prior operations of an acquired business, such as performance, operational, safety, cybersecurity, environmental, or compliance issues, some of which we may not have discovered during due diligence and may not be covered by indemnification obligations or insurance. We cannot be sure that we will be able to successfully complete the integration process without substantial costs, delays, disruptions, or other operational or financial problems. Failure to successfully integrate acquired businesses could have a material adverse effect on our business, financial condition, and results of operations.

We use AI technologies in our business, and the deployment, use, and maintenance of these technologies involve significant technological and legal risks.

We use artificial intelligence, machine learning, data science and similar technologies (collectively, “AI”) technologies in our business, and we are making investments to continuously evaluate, develop, deploy, use, maintain, and improve our use of such technologies. The market for AI technologies is rapidly evolving and these technologies are yet to become widely accepted in many industries, including the energy infrastructure industry. We cannot be sure that the market will continue to grow or that it will grow in ways we anticipate. We are in varying stages of evaluation and implementation in relation to AI technologies, and we may not be successful in our ongoing development of these technologies in the face of novel and evolving technical, reputational, and market factors. We are currently leveraging a small number of mainstream, third-party AI tools, including Microsoft 365 Copilot for Enterprise and AI Clearing. We have not initiated the development of any proprietary AI technology.

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Our use of AI could also result in unintended consequences. For example, AI algorithms and models that are used may have undisclosed inherent limitations, be flawed or contain errors or may be based on datasets that are biased, outdated, collected in violation of applicable laws, or insufficient.

We also face competition in relation to the evaluation, development, deployment, use, maintenance, and improvement of AI technologies. Our competitors or our customers may develop or use technologies that are similar or superior to ours, are more cost-effective, or are quicker to develop and deploy. Our failure to successfully commercialize product offerings involving AI technologies, or our failure to offer or deploy new technologies as effectively, as quickly or as cost-efficiently as our competitors, could impair our ability to expand our business and deliver value to our customers. We expect that increased investment will be required in the future to continuously implement data-driven solutions and improve our use of AI technologies.

The technologies underlying AI and its use cases are rapidly developing, and remain subject to existing laws, including privacy, consumer protection and federal equal opportunity laws. As a result, it is not possible to predict all of the legal, operational or technological risks related to the use of AI. Such uncertainty in the legal regulatory regime relating to AI, such as evolving review by agencies including the SEC and the FTC, may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws and regulations, the nature of which cannot be determined at this time.

As with many technological innovations, there are significant risks involved in evaluating, developing, deploying, using, maintaining and improving these technologies, and there can be no assurance that the usage of or our investments in such technologies will always enhance our data-driven solutions or be beneficial to our business, including our efficiency or profitability. Any of the foregoing, together with developing guidance and/or decisions in this area, may affect our use of AI and our ability to provide and improve our services, require additional compliance measures and changes to our operations and processes, and result in increased compliance costs and potential increases in civil claims against us. Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of AI technologies could adversely affect our business, results of operations, and financial condition.

Risks Related to Our Industry

Negative macroeconomic conditions, including inflation, rising interest rates, and tighter credit markets, can reduce demand for solar energy and battery storage projects and have a material adverse effect on our industry, as well as our business, financial condition, and results of operations.

Stagnant or deteriorating economic conditions, including a prolonged economic downturn or recession, as well as significant events that have an impact on financial or capital markets, can adversely impact the demand for our EPC services and result in the delay, reduction, or cancellation of utility-scale solar and battery storage projects. Macroeconomic conditions, including inflation, slow growth or recession, changes to fiscal and monetary policy, changes in global trade relationships, and tighter credit and higher interest rates could materially and adversely affect demand for our services and the availability and cost of the materials and equipment that we need to deliver our services or that our customers need for their projects. During periods of elevated economic uncertainty, our customers, including solar energy and battery storage developers, independent power producers, utilities, and infrastructure-backed platforms may reduce or eliminate their spending on EPC services.

Inflation and rising interest rates can increase our costs for materials, components, labor, and other inputs, and may not be fully recoverable through price increases to our customers, particularly under lump sum EPC contracts where we bear the risk of cost overruns. Higher interest rates also increase our cost of capital and may make it more difficult or expensive for us to raise additional financing to fund our operations or working

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capital needs. Additionally, our customers often rely on external financing, including tax equity, debt facilities, and project finance arrangements, to fund utility-scale solar and battery storage projects. Increased borrowing costs or reduced availability of capital in the market could delay or curtail our customers’ projects, reducing demand for our EPC services.

In addition, volatility in the debt or equity markets, as well as prolonged higher interest rates, may negatively impact our customers’ access to or willingness to raise capital and result in the reduction or elimination of spending on the EPC services we provide. Our vendors, suppliers, and subcontractors may also be, to varying degrees, adversely affected by these conditions. A reduction in cash flows or the lack of availability of debt or equity financing for our customers on favorable terms could result in a reduction in our customers’ spending for our services and also impact the ability of our customers to pay amounts owed to us, which could have a material adverse effect on our business, financial condition, and results of operations.

The reduction, elimination, or expiration of government incentives for solar energy and battery storage, including federal tax credits under the Inflation Reduction Act and related legislation, could significantly reduce demand for EPC services across the industry.

Federal and certain state and local government bodies provide incentives to owners, end-users, and manufacturers designed to promote the use of solar energy and battery storage, primarily in the form of tax credits. Consequently, the attractiveness of solar energy and battery storage projects depends in part on the availability of certain government incentives. We derive our revenues primarily from providing EPC services for utility-scale solar energy and battery storage projects, and the reduction, elimination, or expiration of these incentives, including tax credits for solar and battery storage projects or renewable portfolio standards, may negatively affect the competitiveness of solar electricity relative to conventional and non-solar renewable sources of electricity. This could reduce the number of new solar and battery storage projects and, consequently, reduce demand for our EPC services.

The Inflation Reduction Act of 2022 (the “IRA”), signed into law in August 2022, extended the production tax and investment tax credits under Sections 45 and 48 of the Code (the “Legacy Credits”) and introduced the technology neutral clean electricity investment and production tax credits under Section 48E and 45Y of the Code, respectively, (the “Tech Neutral Credits” and together with the Legacy Credits, the “Clean Energy Tax Credits”). Our customers expect to benefit from the Legacy Credits and Tech Neutral Credits from the development and production of clean energy facilities. The IRA imposed a number of requirements in order to establish eligibility for the Clean Energy Tax Credits, in particular, requirements with respect to payments of prevailing wages and utilization of apprentices during prescribed time periods. The IRA also incentivized the location of certain projects by providing for an energy community bonus and the use of domestic components through the domestic content bonus.

Subsequently, the One Big Beautiful Bill Act of 2025, H.R. 1 (“OBBBA”), limited the availability of Tech Neutral Credits by, inter alia, imposing restrictions on ownership, debt, and effective control (including through the grant of rights through various agreements or licensing rights that are otherwise retained by such entities) in respect of certain “prohibited foreign entities.” The OBBBA also included restrictions with respect to the use of certain components and taxpayers that receive material assistance from certain “prohibited foreign entities,” thereby potentially increasing costs and reducing demand, or restricting our customers’ access to Tech Neutral Credits. Preliminary interim guidance has been released by the U.S. Department of Treasury and IRS that further clarified methods for calculating material assistance cost ratios and provided a safe harbor for purposes of determining a taxpayer’s material assistance from a “prohibited foreign entity.” The U.S. Department of Treasury and the IRS have indicated that more comprehensive guidance relating to these limitations is forthcoming which will be relevant to ours and our customers’ businesses and operations. The OBBBA also accelerated the deadline by which our customers must begin construction of a project or facility in order to be

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eligible for Tech Neutral Credits. The full implication of the OBBBA as it relates to tax credit modifications and “prohibited foreign entity” restrictions and its accompanying guidance cannot be known with certainty.

Eligibility for tax credits and other incentive programs requires compliance with detailed statutory and regulatory requirements, including prevailing wage and apprenticeship requirements, beginning construction and placed-in-service deadlines, emissions qualifications, limitations on ownership, debt, and control by and from certain foreign entities, limitations on sourcing of components from certain foreign entities, domestic content and energy community requirements (as applicable), and ongoing reporting and certification obligations. If our customers, or we, on behalf of our customers, are unable to satisfy applicable Clean Energy Tax Credit requirements, our customers may abandon or not proceed with projects.

Additionally, any reduction, elimination, or discriminatory application of tax credits or benefits, government subsidies and economic incentives that would otherwise be available to our customers because of policy changes, or the reduced need for such subsidies and incentives, may require our customers to seek additional financing, which may not be obtainable on commercially attractive terms or at all, or to abandon or not proceed with projects. Furthermore, certain state-level renewable portfolio standards and clean energy mandates that have historically supported demand for utility-scale solar projects may be weakened, repealed, or not enforced, which could further reduce the pipeline of projects requiring our EPC services. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Technological advancements in other forms of power generation could reduce investment in solar and battery storage projects and decrease demand for our EPC services.

Technological advancements in other forms of power generation could result in reduced investment in solar and battery storage projects and reduced demand for our EPC services, which could have a material adverse effect on our business, financial condition, and results of operations. For example, if other forms of power generation, including natural gas, nuclear, coal, or other solar energy and battery storage technologies such as wind, geothermal, or hydrogen, are able to generate and deliver electricity at lower cost or with improved operational and/or environmental efficiency relative to solar and battery storage projects, demand for our services could be significantly reduced.

Additionally, any technological advancements may result in increased investment in other forms of power generation in lieu of investment in our industry, which could result in changing customer priorities and lead to reduced demand. For example, advancements in small modular nuclear reactors, next-generation wind turbines, or long-duration energy storage technologies that compete with lithium-ion battery storage systems could shift capital investment away from utility-scale solar and co-located battery storage projects that constitute the core of our EPC business.

Our future success will depend, in part, on our ability to anticipate and adapt to these and other potential changes in a cost-effective manner and to offer services that meet customer demands and evolving industry standards. Our failure to do so or the incurrence of significant expenditures in adapting to such changes could have a material adverse effect on our business, financial condition, and results of operations. Furthermore, we view our expertise in utility-scale solar and battery storage construction as a competitive strength, which we believe differentiates our service offerings. If our proprietary processes or specialized construction capabilities become obsolete through technological advancements or otherwise, we may not be able to differentiate our service offerings and some of our competitors may be able to offer more attractive services to our customers.

Our industry is highly competitive, and competitive pressures from other EPC contractors, self-performing customers, and new market entrants could negatively affect our pricing, market share, and profitability.

We cannot be certain that we will maintain or enhance our competitive position or maintain our current customer base. Our industry is served by numerous companies, from small, owner-operated private companies

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to large multinational public companies. Relatively few barriers prevent entry into some areas of our business, and as a result, any organization that has adequate financial resources and access to technical expertise may become one of our competitors. In addition, some of our competitors have significant financial, technical, and marketing resources, and may have or develop expertise, experience, and resources to provide EPC services that are superior in both price and quality to our services. Certain of our competitors may also have lower overhead cost structures, and therefore may be able to provide services at lower rates than us. Less experienced competitors and new contractors trying to compete in our space may not fully understand certain risks and costs; thus, under bidding us and certain projects to negatively impact our win rate.

Additionally, many of our existing or prospective customers are now capable, or may in the future become capable, of self-performing the same types of EPC services we provide. Certain solar energy and battery storage developers and utilities have in-house construction capabilities and may face pressure or be compelled to self-perform an increasing amount of the services we currently perform for them, thereby reducing the services they outsource to us in the future. We also subcontract certain of our services, and certain of these subcontractors may develop into competitors on prime contracts with our customers.

Furthermore, a substantial portion of our revenues is directly or indirectly dependent upon obtaining new EPC contracts, which is unpredictable and often involves complex and lengthy negotiations and bidding processes that are impacted by a wide variety of factors, including price, governmental approvals, financing contingencies, commodity prices, environmental conditions, overall market and economic conditions, and a potential customer’s perception of our ability to perform the work. The competitive environment we operate in can also affect the timing of contract awards and the commencement or progress of work under awarded contracts. Based on rapidly changing competition and market dynamics, we have experienced, and may in the future experience, more competitive pricing for certain projects. As a result of the factors described above, the competitive environment we operate in could have a material adverse effect on our business, financial condition, and results of operations.

Volatility in the debt or equity markets may negatively impact our customers’ access to capital, resulting in project delays, cancellations, or reduced demand for our services.

Our business is exposed to risks associated with the solar energy and battery storage industry, including our customers’ ability to secure financing for utility-scale solar and battery storage projects. Our customers typically finance their projects through a combination of tax equity, debt facilities, and equity capital. Volatility in the debt or equity markets, as well as prolonged higher interest rates, may negatively impact our customers’ access to or willingness to raise capital and result in the reduction or elimination of spending on the EPC services we provide.

A reduction in cash flows, short term liquidity issues, or the lack of availability of debt or equity financing for our customers on favorable terms could result in a reduction in our customers’ spending for our services and also impact the ability of our customers to pay amounts owed to us. Furthermore, many of our customers for larger projects are project-specific entities that do not have significant assets other than their interests in the project and could be more likely to encounter financial difficulties relating to their businesses. We ultimately may be unable to collect amounts owed to us by customers experiencing financial difficulties, and accounts receivable from such customers may become uncollectible and ultimately have to be written off.

Slowing economic conditions in the power industry can also impair the financial condition of our customers and hinder their ability to pay us on a timely basis or at all. To the extent a customer files bankruptcy, payment of amounts owed can be delayed and certain payments we receive prior to the filing of the bankruptcy petition may be avoided and returned to the customer’s bankruptcy estate. In the past, solar energy and battery storage developers and project owners have experienced bankruptcies, restructurings, and program cancellations, and similar events could affect our current or prospective customers.

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Tax equity financing and tax credit transfers, which are a critical component of project financing for utility-scale solar and battery storage projects, is provided by a limited number of large corporations or financial institutions and investors. Disruptions in the tax equity or tax credit transfer market, changes in the appetite or tax capacity of tax equity investors or tax credit buyers, or reductions in the availability of tax equity or tax credit transfer participants due to legislative changes affecting the value of tax credits or the risk associated with investing or purchasing credits could significantly impact our customers’ ability to finance projects. Additionally, rising interest rates increase the cost of debt financing for our customers, which may render certain projects economically unviable or cause customers to delay construction until financing conditions improve. We have limited visibility into our customers’ financing arrangements, and unexpected financing difficulties could result in project delays, scope reductions, or cancellations after we have already committed resources to a project. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Projects in our industry can have long sales cycles requiring significant upfront investment of resources, which may not result in executed contracts or revenue.

The sales cycles for our customers’ utility-scale solar and battery storage projects vary substantially and can take many months or years to mature. As a result of these long sales cycles, we may need to make significant upfront investments of resources, including sales and marketing, engineering, and project development expenses, in advance of the signing of EPC contracts, commencing construction, and recognizing any revenue, which may not be recognized for several additional months following contract signing.

Utility-scale solar and battery storage projects require extensive permitting, interconnection studies, land acquisition, financing arrangements, and regulatory approvals before construction can commence. These pre-construction phases can extend for years, and during this period, we may invest significant time and resources in project pursuit activities, including detailed site assessments, engineering studies, and bid preparation, without any assurance that we will be awarded the EPC contract. Our potential inability to enter into contracts with potential customers on favorable terms after making such upfront investments could cause us to forfeit certain nonrefundable payments or otherwise have a material adverse effect on our business, financial condition, and results of operations.

Furthermore, our customers’ projects may be delayed or cancelled due to factors beyond our control, including tax law or regulatory changes, permitting delays, grid interconnection queue backlogs, environmental challenges, community opposition, or changes in project economics. These delays can extend the sales cycle even further and may ultimately result in project cancellations after we have already invested significant resources. In addition, our customers may choose to award EPC contracts to competitors, even after we have invested substantial resources in pursuing a particular project. Competitive bidding processes in our industry are intense, and customers may select other EPC contractors based on price, perceived qualifications, existing relationships, or other factors, leaving us with unrecoverable pursuit costs. We also face the risk that customers may decide to self-perform EPC services after initially seeking bids from third-party contractors, which would similarly result in us being unable to recover our upfront investment. These dynamics can result in significant expenditures that do not translate into revenue. Any such delays or cancellations could have a material adverse effect on our business, financial condition, and results of operations.

Consolidation, competition, and capital constraints in the solar energy and battery storage industry can result in reduced spending by, or the loss of, our customers.

Our business is exposed to risks associated with the solar energy and battery storage industry that are not subject to our control, including power prices, the availability and attractiveness of incentives for solar energy and battery storage, the demand for solar energy and battery storage sources, and legislative and regulatory

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actions, as well as public opinion, regarding the impact of fossil fuels on the climate and environment. Specifically, lower power prices, or the perceived risk thereof, can result in decreased or delayed spending by our customers on utility-scale solar and battery storage projects.

Consolidation, competition, and capital constraints in the solar energy and battery storage industry can result in reduced spending by, or the loss of, one or more of our customers. The solar energy and battery storage development industry has experienced periods of significant consolidation as larger developers acquire smaller competitors, and private equity and infrastructure funds have become increasingly active acquirers of development platforms. This consolidation can result in the loss of customers if an acquiring company has existing relationships with other EPC contractors or decides to self-perform construction services. Furthermore, when our customers are acquired or undergo significant ownership changes, the new owners may elect to discontinue projects that were previously in our pipeline, renegotiate contract terms, or shift their development focus to other technologies or geographies where we have less presence. We may also lose key customer relationships if personnel with whom we have established working relationships depart following such transactions.

A number of factors can adversely affect the power industry, including prevailing power prices, the economic impact of supply chain and other logistical issues, financing conditions, potential bankruptcies, global and U.S. trade relationships, changes in regulations, including modifications to tax credits and solar energy and battery storage mandates, and other geopolitical conflicts and events. A significant customer may encounter financial constraints based on cost of capital or other reasons, file for bankruptcy protection, or cease operations, any of which could result in reduced or discontinued business with us. Additionally, our customers may face pressure from their own investors or lenders to reduce costs, which could lead them to delay projects, reduce project scope, or seek lower-cost EPC alternatives. Changes in our customers’ strategic priorities, such as a shift away from utility-scale solar toward distributed generation or other technologies, could also reduce their demand for our services. The loss of business from a significant customer could have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Our Legal and Regulatory Concerns

Regulatory requirements applicable to our industry, including environmental, health, safety, and permitting requirements, and changes in such regulations, may adversely affect demand for our services.

The federal, state, and local regulations affecting the solar energy and battery storage and construction industries, including environmental, health, safety, and permitting requirements, as well as materials sourcing and transportation obligations, have a material effect on our business. These regulations are complex and subject to change both in substance and interpretation, and regulations across various jurisdictions can differ or conflict, all of which can negatively impact our or our customers’ ability to efficiently operate. In recent years, customers in our industry have faced heightened regulatory requirements and increased regulatory enforcement, as well as private legal challenges related to compliance with such regulatory requirements, which have resulted in delays, reductions in scope, and cancelations of utility-scale solar and battery storage projects.

Our EPC services require us to navigate a complex web of permitting and regulatory approvals at the federal, state, and local levels. Utility-scale solar and battery storage projects typically require environmental impact assessments, land use permits, building permits, electrical permits, and approvals from agencies responsible for protecting wetlands, endangered species, and cultural resources. Delays in obtaining these permits, or changes to permitting requirements during the course of a project, can result in significant schedule delays, cost overruns, and potential liability for liquidated damages under our EPC contracts. Furthermore, our inability to meet regulatory requirements applicable to our customers could result in decreased demand for our services.

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For example, on July 7, 2025, the Trump Administration issued an executive order directing the Secretary of the Interior to revise regulations, guidance, policies, and practices to eliminate any preferential treatment to wind and solar facilities in comparison to dispatchable energy sources. On July 29, 2025, the Secretary of Interior issued an order directing the Department of Interior to identify and halt support for policies biased in favor of wind and solar energy, including with respect to land use authorizations, environmental and wildlife permits, and other actions such as temporary use permits and access road authorizations. These and similar governmental actions can impact continuous or future investment and development of solar projects on federal land or that require federal permits or approvals, and therefore reduce the demand for our EPC services. For example, certain government officials or entities may take a different interpretation on permitting requirements and the associated fees that can delay the project and increase our costs. There are typically exemptions for utility scale solar projects from inspections by local authorities, but there is no guarantee that the state or local authorities will honor such intended exemptions.

With respect to our EPC contracts where we are responsible for procuring all or a portion of the materials needed for projects, we are often required to comply with complex sourcing and transportation regulations, which can involve cross-border movement of materials. Changes to, or our failure to comply with, these regulatory requirements can result in project delays and additional project costs, which may be substantial and not recoverable from third parties, and in some cases, we may be required to compensate the customer for such delays, including in circumstances where we have guaranteed project completion by a scheduled date and incur liquidated damages if we do not meet such schedule. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

The unavailability, reduction, or accelerated termination of government and economic incentives, including as a result of recent legislation such as the OBBBA, could have a material adverse effect on our business.

As stated above, we and our customers benefit from certain government subsidies and economic incentives, including solar energy and battery storage tax credits, rebates, and other incentives that support the development and adoption of solar energy and battery storage solutions. The IRA introduced and extended several U.S. federal income tax credits to promote clean energy development, including the Tech Neutral Credits. The IRA has driven significant investments in clean energy developments since its enactment and thereby increased demand from our customers for our EPC services.

However, under the OBBBA, which was signed into law on July 4, 2025, the Tech Neutral Credits for solar and wind projects are scheduled to terminate on an accelerated schedule. Solar projects must either (1) begin construction (as determined for U.S. federal income tax purposes) on or before July 4, 2026 or (2) be placed in service (as determined for U.S. federal income tax purposes) on or before December 31, 2027 to be eligible for these tax credits. Moreover, following the enactment of the OBBBA, the Trump Administration issued an executive order requiring the U.S. Department of the Treasury, among other things, to enforce the accelerated termination of the Tech Neutral Credits for solar projects. Following the executive order, the Treasury and the U.S. Internal Revenue Service released IRS Notice 2025-42, which eliminated the opportunity for most developers and other project owners to be treated as having begun construction of a solar project by paying or incurring at least five percent (5%) of the total costs of the relevant project. Instead, the guidance requires developers to demonstrate physical work of a significant nature to substantiate when construction began for purposes of the Tech Neutral Credits’ termination deadlines.

The accelerated sunset of the Tech Neutral Credits for solar under the OBBBA, along with the Trump Administration’s recent enforcement efforts, could limit the availability of U.S. federal income tax credits for future solar projects and therefore could have a material adverse impact on future levels of investment in utility-scale solar projects in the United States, which could result in a significant reduction in the demand for our EPC services. In addition, as described above, the OBBBA created new limitations and restrictions relating

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to the direct or indirect ownership, influence, or control of U.S. clean energy projects by, and the inclusion of equipment and components within U.S. clean energy projects provided by, citizens of and entities organized under the laws of or having their principal place of business in certain non-U.S. countries, including the People’s Republic of China (the “PRC”), and certain affiliated entities thereof. Solar and battery storage projects that fail to comply with these limitations and restrictions generally will be ineligible to claim the Tech Neutral Credits (in the case of solar projects) and the Tech Neutral Credits under Section 48E of the Code (in the case of battery storage projects). These new limitations and restrictions may negatively affect the competitiveness of utility-scale solar projects and co-located solar and battery storage projects relative to conventional sources of electricity, which could reduce the number of new utility-scale solar and battery projects and result in a significant reduction in the demand for our EPC services. Moreover, the restrictions on the inclusion of equipment and components provided by entities with nexus to the PRC may require us to reevaluate our suppliers and underlying supply chains and could materially increase the cost of providing EPC services to our customers. In response to these developments, we continue to monitor the evolving regulatory and incentive landscape and work closely with our customers to help ensure compliance with applicable requirements, including prevailing wage, apprenticeship, and domestic content standards that may affect eligibility for remaining tax credits. However, there can be no assurance that our efforts to adapt to these changes will be sufficient to offset the potential reduction in demand for our EPC services.

Further, as demonstrated by the above discussion of the OBBBA and related changes in law, government incentives are subject to inherent uncertainties and may be discontinued, repealed, or amended at any time. Any reduction, elimination, or discriminatory application of government subsidies and economic incentives that would otherwise be available to our customers because of further policy changes, or the reduced need for such subsidies and incentives, may require our customers to seek additional financing, which may not be obtainable on commercially attractive terms or at all, or abandon or not proceed with projects. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Our projects may be subject to compliance with North American Electric Reliability Corporation reliability standards and other grid-related regulations, and failure to comply could result in penalties and project delays.

Utility-scale solar and battery storage projects that interconnect to the bulk power system may be subject to mandatory reliability standards established by the North American Electric Reliability Corporation (“NERC”) and enforced by FERC. These reliability standards govern various aspects of the planning, design, construction, operation, and maintenance of facilities that are connected to the bulk electric system, including requirements related to protection systems, facility ratings, communications, and cybersecurity. Compliance with NERC standards is mandatory, and violations can result in substantial civil penalties.

As an EPC contractor, we may be responsible for designing and constructing projects in a manner that enables our customers to comply with applicable NERC standards. Errors or omissions in our engineering designs, construction work, or commissioning activities could result in facilities that do not meet NERC requirements, potentially exposing our customers to penalties and requiring costly modifications to achieve compliance. Our customers may seek to recover such costs from us through warranty claims, indemnification demands, or litigation.

In addition, the interconnection of utility-scale solar and battery storage projects to the electric grid is subject to extensive regulation by FERC, state public utility commissions, and RTOs or ISOs. The interconnection process involves detailed technical studies, engineering reviews, and compliance demonstrations that can be lengthy and complex. Changes in interconnection requirements or reliability standards during the course of a project could require modifications to our designs or construction plans, resulting in delays and additional costs.

Furthermore, the regulatory landscape for grid-connected solar energy and battery storage facilities continues to evolve as regulators address challenges related to the integration of variable generation resources and

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battery storage systems into the electric grid. New or modified reliability standards, interconnection requirements, cost allocation methodologies or grid rules could increase the complexity and cost of our projects, require us to develop new technical capabilities, or create uncertainty that delays project development. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to complex federal, state, and local environmental, health, and safety laws and regulations that could expose us to significant liabilities or require costly compliance measures.

Our EPC operations are subject to a complex and rapidly evolving set of federal, state, local, and international environmental, health, and safety laws and regulations. These laws govern the generation, use, storage, release, management, and disposal of, or exposure to, hazardous materials and wastes, the remediation of contaminated sites, fuel storage, wastewater and stormwater discharges, air emissions, the protection of natural resources (such as protected wetlands or threatened and endangered species and their habitat), and occupational health and safety. These laws, rules, and regulations require us to obtain and maintain regulatory licenses, permits, and other approvals, comply with the requirements of such licenses, permits, and other approvals, and perform environmental impact studies prior to commencing new projects or making changes to existing projects.

We could be held liable for significant penalties and damages under certain environmental laws and regulations or be subject to revocation of certain licenses or permits, which could have a material adverse effect on our business, financial condition, and results of operations. We perform work, including directional drilling and site grading, in and around environmentally sensitive areas such as rivers, lakes, and wetlands. Due to the inconsistent nature of the terrain and water bodies, it is possible that such work may cause the release of subsurface materials that contain contaminants in excess of amounts permitted by law, potentially exposing us to remediation costs and fines.

For example, the Clean Water Act (the “CWA”) and comparable state laws and regulations applicable to our construction activities require us to establish authorization for the discharge of stormwater, which may require the development and implementation of a Stormwater Pollution Prevention Plan (“SWPPP”) to describe the construction activities and the pollution prevention practices that will be implemented in connection with those activities. Additionally, we lease or have care, custody, or control over numerous properties and facilities, including certain of which that contain fuel storage tanks or otherwise involve operations including the generation, use, storage, or management of hazardous materials and wastes. Under certain environmental laws, we could be held responsible for costs (including remediation costs and fines) relating to contamination at our past or present properties and facilities.

Our operations are also inherently hazardous and subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace. While we have invested substantial resources in our occupational health and safety programs, our industry involves a high degree of operational risk, and there can be no assurance that we will avoid significant liability exposure. We have suffered accidents in connection with our operations, and we anticipate that our operations may result in additional accidents in the future, some of which could be serious. As a result of these events, we could be subject to substantial penalties, revocation of operating licenses, criminal prosecution, or civil litigation, including claims for bodily injury or loss of life, that could result in substantial costs and liabilities.

Moreover, new or amended laws and regulations, changes in the interpretation of existing laws, and increased regulatory scrutiny could require us to incur significant costs or result in new or increased liabilities. For instance, changes to the definition of “waters of the United States” by the Environmental Protection Agency may broaden the scope of the CWA, potentially impacting construction activities near certain waterways. Although we maintain

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environmental insurance policies to address certain environmental risks, we can give no assurance that we will be able to maintain such policies in the future or that such policies will cover the full cost of environmental liabilities. The obligations, liabilities, fines, and costs associated with these events and conditions may be material and could have a material adverse effect on our business, financial condition, and results of operations.

Changes in tax laws or our tax estimates or positions could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use, gross receipts, and value-added taxes), payroll taxes, franchise taxes, withholding taxes, and ad valorem taxes. New tax laws, treaties, and regulations, and changes in existing tax laws, treaties, and regulations, are continuously being enacted or proposed, all of which can result in significant changes to the tax rate on our earnings and have a material impact on our earnings and cash flows from operations. Since future changes to tax legislation and regulations are unknown, we cannot predict the ultimate impact such changes may have on our business.

In addition, significant judgment is required in determining our provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are and will be regularly under audit by tax authorities, and our tax estimates and tax positions could be materially affected by many factors, including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our mix of earnings, our ability to realize deferred tax assets, and changes in uncertain tax positions. A significant increase in our tax rate or change to our tax positions could have a material adverse effect on our business, financial condition, and results of operations.

Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: allocation of expenses to and among different jurisdictions; changes in the valuation of our deferred tax assets and liabilities; expected timing and amount of the release of any tax valuation allowances; tax effects of stock-based compensation; costs related to intercompany restructurings; changes in tax laws, tax treaties, regulations or interpretations thereof; or lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. In addition, we may be subject to audits of our income, sales, and other taxes by U.S. federal, state, and local taxing authorities. Outcomes from these audits could have a material adverse effect on our business, financial condition, and results of operations.

Moreover, we may also trigger indemnification obligations to our customers if, on projects where we have agreed to comply with certain prevailing wage and apprenticeship standards or domestic content standards, we fail to do so and this causes our customers to lose bonus federal tax credits under the IRA. Any such indemnification obligations could be significant and could have a material adverse effect on our business, financial condition, and results of operations.

We could be adversely affected by our failure to comply with anti-corruption, anti-bribery, export control, and economic sanctions laws applicable to our business.

Applicable U.S. and non-U.S. anti-corruption and anti-bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”), prohibit us from, among other things, corruptly making payments to non-U.S. officials for the purpose of obtaining or retaining business. Our policies mandate compliance with all applicable anti-corruption and anti-bribery laws, and our procedures and practices are designed to ensure that our employees and intermediaries comply with these laws. However, it is possible that our employees, subcontractors, agents, and partners may take actions in violation of our policies, company-wide standards, procedures, and anti-corruption and anti-bribery laws, and that the controls we undertake to facilitate lawful

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conduct, which include internal control policies, could be intentionally circumvented or become inadequate because of changed conditions. Liability for such actions or inadvertences could result in severe criminal or civil fines, penalties, forfeitures, disgorgements, or other sanctions, which in turn could have a material adverse effect on our reputation, business, financial condition, and results of operations. In addition, detecting, investigating, and resolving actual or alleged violations can be expensive and consume significant time and attention of our senior management, in-country management, and other personnel.

Additionally, pursuant to our EPC and other contracts where we have assumed responsibility to procure all or part of the materials needed for certain projects, we may source materials from outside the U.S. and be subject to non-U.S. laws associated with the procurement and transportation of such materials. The laws and regulations associated with such cross-border procurement activities are complex, and our failure to comply with such laws or regulations may result in criminal or civil fines, penalties, sanctions, or other liabilities, which could have a material adverse effect on our business, financial condition, and results of operations.

Our EPC services may also be subject to export control regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security. We are also subject to foreign assets control and economic sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, which restrict or prohibit our ability to transact with certain foreign countries, individuals, and entities. Export control regulations may restrict our ability to exchange technical information with foreign manufacturers and suppliers, and economic sanctions regulations may restrict our ability to source from certain suppliers.

Although we believe our policies and procedures will mitigate the risk of violations of such laws, our employees and intermediaries may take actions in violation of our policies or these laws. Any such violation, even if prohibited by our policies, could subject us to criminal or civil penalties or other sanctions, which could have a material adverse effect on our reputation, business, financial condition, and results of operations. In addition, changes in U.S. foreign policy, including as a result of the new presidential administration, could lead to additional export barriers or economic sanctions being imposed against foreign jurisdictions. Any such change in U.S. foreign policy could restrict or prohibit our ability to transact with, source from, or export to certain foreign countries, individuals, and entities (including manufacturers and suppliers) or to conduct business outside of the U.S. Changes to U.S. foreign trade policy that restrict our ability to transact with other countries, individuals, or entities or to conduct business outside the U.S. could have a material adverse effect on our business, financial condition, and results of operations.

Our business may be adversely affected by risks associated with forced labor laws and supply chain traceability requirements, including the Uyghur Forced Labor Prevention Act.

A significant portion of the global supply of polysilicon, a critical raw material used in the production of crystalline silicon solar modules, is manufactured in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China. The Uyghur Forced Labor Prevention Act (“UFLPA”), which became effective on June 21, 2022, establishes a rebuttable presumption that goods mined, produced, or manufactured, in whole or in part, in the Xinjiang Uyghur Autonomous Region, or by certain entities identified by the U.S. government, are produced using forced labor and are therefore prohibited from importation into the United States under Section 307 of the Tariff Act of 1930. U.S. Customs and Border Protection (“CBP”) actively enforces the UFLPA by detaining shipments of solar modules and related components at U.S. ports of entry pending review of supply chain documentation.

Although it is unusual for us to directly import solar modules, customers could request or require us to procure modules on their behalf, and where our customers procure modules directly, delays or detentions at the border can materially impact our project schedules. CBP detentions of solar module shipments have caused, and may continue to cause, significant delays in module deliveries, resulting in project schedule disruptions, potential

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liquidated damages exposure, increased storage and demurrage costs, and strained relationships with our customers. We and our suppliers may be required to invest significant resources in supply chain traceability and documentation systems to demonstrate compliance with the UFLPA, and there can be no assurance that such efforts will be sufficient to prevent detentions or that detained goods will ultimately be released. If we or our suppliers are unable to demonstrate to CBP’s satisfaction that solar modules in our supply chain were not produced using forced labor, such modules could be excluded from entry into the United States, requiring us to source alternative modules, potentially at higher cost and with extended lead times. More broadly, our projects depend on the timely delivery of customer-supplied equipment and materials, including modules, inverters, and trackers. Delays in the delivery of such customer-furnished equipment, whether due to UFLPA enforcement, other regulatory actions, supply chain disruptions, manufacturing delays, or transportation issues, can materially impact our project schedules, increase our costs, and expose us to potential liquidated damages, even though such delays are beyond our control. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Our Capital Structure

Our sole material asset after the completion of this offering will be our interest in CoVolt Holdings, and, as a result, we will depend on distributions from CoVolt Holdings to pay our taxes and expenses (including payments under the Tax Receivable Agreement) and pay dividends. CoVolt Holdings’ ability to make such distributions may be subject to various limitations and restrictions.

Upon the consummation of this offering, we will be a holding company and our sole material asset will be our interest in CoVolt Holdings. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of CoVolt Holdings and its subsidiaries and distributions we receive from CoVolt Holdings. There can be no assurance CoVolt Holdings will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in any applicable debt instruments, will permit such distributions. CoVolt Holdings is currently, and may in the future be, subject to debt instruments or other agreements that restrict its ability to make distributions to us, which may in turn affect CoVolt Holdings’ ability to pay distributions to us and thereby adversely affect our cash flows.

We anticipate that CoVolt Holdings will continue to be classified as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, any taxable income of CoVolt Holdings will be allocated to holders of Common Units, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of CoVolt Holdings. Under the terms of the CoVolt Holdings LLC Agreement, CoVolt Holdings will be obligated, subject to various limitations and restrictions, including with respect to our debt agreements, to make tax distributions to holders of Common Units, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreement, which we expect will be significant. See “Certain Relationships and Related Party Transactions–Tax Receivable Agreement.” We intend, as its managing member, to cause CoVolt Holdings to make cash distributions to the holders of Common Units in an amount sufficient to (i) fund all of their tax obligations in respect of taxable income allocated to them and (ii) cover our operating expenses, including payments under the Tax Receivable Agreement. However, CoVolt Holdings’ ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which CoVolt Holdings is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering CoVolt Holdings insolvent. If we do not have sufficient funds to pay tax or other liabilities, or to fund our operations (including, if applicable, because of an acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially and adversely affect our liquidity and financial condition, and subject us to

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various restrictions imposed by any lenders of such funds. To the extent we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions–Tax Receivable Agreement.”

In addition, if CoVolt Holdings does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired, although we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. See “Dividend Policy.”

Under the CoVolt Holdings LLC Agreement, we intend to cause CoVolt Holdings, from time to time, to make distributions in cash to the holders of Common Units (including us) in amounts sufficient to cover the taxes imposed on their allocable share of taxable income of CoVolt Holdings. As a result of (i) potential differences in the amount of net taxable income allocable to us and to the other holders of Common Units, (ii) the significantly lower tax rate applicable to corporations as opposed to non-corporate taxpayers, and (iii) certain tax benefits covered by, and payments under, the Tax Receivable Agreement, these tax distributions may be in amounts that significantly exceed our tax liabilities. Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our shareholders. As a result, the holders of Common Units (other than us) may benefit from value, if any, attributable to such cash balances if they acquire shares of Class A common stock in exchange for their Common Units, notwithstanding that such holders may have participated previously as holders of Common Units in distributions that resulted in such excess cash balances to us. See “Description of Capital Stock.” To the extent we do not distribute such excess cash as distributions on our Class A common stock we may take other actions with respect to such excess cash, for example, holding such excess cash, or lending or contributing it (or a portion thereof) to CoVolt Holdings, which may result in shares of our Class A common stock increasing in value relative to the value of Common Units.

The tax distributions to the holders of Common Units (including us) may be substantial and may, in the aggregate, exceed the amount of taxes that CoVolt Holdings would have paid if it were a similarly situated corporate taxpayer. Funds used by CoVolt Holdings to satisfy its obligation to make tax distributions will not be available for reinvestment in our business, except to the extent we or certain other Continuing Equity Owners use any excess cash received to reinvest in CoVolt Holdings for additional Common Units. Moreover, because cash available for additional tax distributions will be determined by taking into account the ability of CoVolt Holdings and its subsidiaries to take on additional borrowing, CoVolt Holdings may be required to increase its indebtedness in order to fund additional tax distributions. Such additional borrowing may adversely affect our results of operations, cash flows and financial position by, without limitation, limiting our ability to borrow in the future for other purposes, such as capital expenditures, and increasing our interest expense and leverage ratios.

The Tax Receivable Agreement with CoVolt Holdings and the TRA Holders requires us to make cash payments to the TRA Holders in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial.

In connection with the completion of this offering, we will enter into the Tax Receivable Agreement with CoVolt Holdings and the TRA Holders. Under the Tax Receivable Agreement, we will be required to make cash payments to the TRA Holders equal to    % of the cash tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of Basis Adjustments, Blocker Transferred Basis, Existing Basis, Exchange Existing Basis and Interest Deductions. We will be required to make such payments to

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the TRA Holders even if all of the TRA Holders were to exchange or redeem their remaining Common Units and were to dispose of any other interest they hold in us. The payment obligations under the Tax Receivable Agreement are an obligation of us and not of CoVolt Holdings. We expect that the amount of the cash payments we will be required to make under the Tax Receivable Agreement will be substantial. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions–Tax Receivable Agreement.” Payments under the Tax Receivable Agreement are not conditioned upon continued ownership of CoVolt Holdings by the exchanging TRA Holders.

Assuming no material changes in the relevant tax laws and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with Basis Adjustments, Blocker Transferred Basis, Existing Basis, Exchange Existing Basis and Interest Deductions, would aggregate to approximately $     million over     -years from the date of this offering based on the initial public offering price of $    per share of our Class A common stock, and assuming all redemptions or exchanges would occur immediately after the initial public offering for the remaining ownership of CoVolt Holdings not acquired by us, which is assumed to occur on    , 2026 for purposes of the pro forma information presented herein and elsewhere in this prospectus. Under such scenario, assuming future payments are made on the date each relevant tax return is due, without extensions, we would be required to pay approximately     % of such amount, or approximately $    million, over the     -year period from the date of this offering, to the TRA Holders. The actual Basis Adjustments, Blocker Transferred Basis, Existing Basis, Exchange Existing Basis and Interest Deductions and the actual utilization of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors including: the timing of redemptions by the TRA Holders; the price of shares of our Class A common stock at the time of the exchange; the extent to which such exchanges are taxable; the amount of gain recognized by such TRA Holders; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the portion of our payments under the Tax Receivable Agreement constituting imputed interest; and the federal and state tax rates then applicable.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Owners that will not benefit holders of our Class A common stock to the same extent that it will benefit the Continuing Equity Owners.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Owners that will not benefit the holders of our Class A common stock to the same extent that it will benefit the Continuing Equity Owners, including upon a change of control transaction. We will enter into the Tax Receivable Agreement with CoVolt Holdings and the TRA Holders in connection with the completion of this offering, which will provide for the payment by us to the TRA Holders of    % of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of Basis Adjustments, Blocker Transferred Basis, Existing Basis, Exchange Existing Basis and Interest Deductions arising from payments under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions–Tax Receivable Agreement.” Although we will retain    % of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for our Class A common stock.

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In certain cases, payments under the Tax Receivable Agreement to the TRA Holders may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement will generally apply to each of our taxable years, beginning with the first taxable year ending after the consummation of this offering. There is no maximum term for the Tax Receivable Agreement. However, the Tax Receivable Agreement will provide that if (i) we materially breach any of our material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combinations or other changes of control occur after the consummation of this offering, or (iii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments will be accelerated, and we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, based on certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. Such cash payment to the TRA Holders could be greater than the specified percentage of any actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

We will not be reimbursed for any payments made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the IRS, or another tax authority, may challenge all or part of the Basis Adjustments, Blocker Transferred Basis, Existing Basis, Exchange Existing Basis, Interest Deductions or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially affect the rights and obligations of TRA Holders under the Tax Receivable Agreement, then our ability to settle such challenges may be restricted by the rights of the TRA Holders pursuant to the Tax Receivable Agreement, and such restrictions apply for as long as the Tax Receivable Agreement remains in effect. The interests of the TRA Holders in any such challenge may differ from or conflict with our interests and your interests, and the TRA Holders may exercise their consent rights relating to any such challenge in a manner adverse to our interests and your interests. We will not be reimbursed for any cash payments previously made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a TRA Holder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a TRA Holder will be netted against future cash payments, if any, that we might otherwise be required to make to such TRA Holder, under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a TRA Holder for a number of years following the initial time of such payment. Moreover, the excess cash payments we made previously under the Tax Receivable Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. The applicable U.S. federal income tax rules for determining applicable tax benefits we may claim are complex and factual in nature, and there can be no assurance that the IRS or a court will agree with our tax reporting positions. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of any actual cash tax savings that we realize in respect of the tax attributes with respect to a TRA Holder that are the subject of the Tax Receivable Agreement.

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The acceleration of payments under the Tax Receivable Agreement in the case of an early termination, certain changes of control or a material breach may negatively impact the value received by owners of our Class A common stock.

The Tax Receivable Agreement will provide that if we elect an early termination of the Tax Receivable Agreement, upon certain mergers, asset sales or other forms of business combination or certain other changes of control, or in the event of a material breach by the Company, our (or our successor’s) obligations with respect to the Tax Receivable Agreement would be accelerated, and we would be required to make an immediate cash payment, which may be substantial, equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement based on certain assumptions, including that we (or our successor) would have sufficient taxable income to fully utilize the benefits arising from the increased tax deductions and tax basis and other benefits covered by the Tax Receivable Agreement. Consequently, it is possible, in these circumstances, that the actual cash tax savings realized by us may be significantly less than the corresponding tax benefit payments under the Tax Receivable Agreement. Our accelerated payment obligations and assumptions adopted under the Tax Receivable Agreement in the case of an early termination, change of control or a material breach may negatively impact the value received by owners of our Class A common stock in a change of control transaction.

The Continuing Equity Owners may have conflicting interests with holders of shares of our Class A common stock.

Because certain Continuing Equity Owners hold their ownership interest in our business directly in CoVolt Holdings, rather than through the Company, the Continuing Equity Owners may have conflicting interests with holders of shares of our Class A common stock. For example, if CoVolt Holdings makes distributions to the Company, the non-managing members of CoVolt Holdings will also be entitled to receive such distributions pro rata in accordance with their ownership of Common Units and their preferences as to the timing and amount of any such distributions may differ from those of our public shareholders. The Continuing Equity Owners may also have different tax positions from us that could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the Tax Receivable Agreement that we entered into in connection with this offering with CoVolt Holdings and the TRA Holders, whether and when to incur new or refinance existing indebtedness and whether and when we should terminate the Tax Receivable Agreement and accelerate our obligations thereunder. In addition, the structuring of future transactions may take into consideration our Continuing Equity Owners’ tax or other considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Party Transactions–Tax Receivable Agreement.” Additionally, conflicts may arise between holders of Class A common stock and the Continuing Equity Owners with respect to tax distributions, payments under the Tax Receivable Agreement, the timing of exchanges of Common Units, dividend policy and cash management. Because our board of directors may include directors affiliated with the Continuing Equity Owners, such directors may influence decisions that benefit the Continuing Equity Owners at the expense of holders of Class A common stock. Furthermore, our obligation to make payments under the Tax Receivable Agreement and certain procedural provisions in the CoVolt Holdings LLC Agreement associated with certain changes of control could make us a less attractive target for an acquisition or could result in holders of our Class A common stock receiving less consideration in connection with a change of control transaction than they would otherwise receive.

Our shares of Class B common stock will not have economic rights.

Immediately following the consummation of this offering, all of our Class B common stock will be held by certain Continuing Equity Owners. Each share of Class A common stock entitles the holder to one vote per share and each share of Class B common stock entitles the holder to one vote per share on all matters on which shareholders are entitled to vote generally. For a description of our multi-class structure, see “Description of Capital Stock.”

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If CoVolt Holdings were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result, and we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that CoVolt Holdings does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of Common Units pursuant to the CoVolt Holdings LLC Agreement or other transfers of Common Units could cause CoVolt Holdings to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of Common Units qualify for one or more such safe harbors. If CoVolt Holdings were to become a publicly traded partnership, significant tax inefficiencies might result for us and for CoVolt Holdings, including as a result of our inability to file a consolidated U.S. federal income tax return with CoVolt Holdings. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of CoVolt Holdings’ assets) were subsequently determined to have been unavailable.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of CoVolt Holdings, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

We and CoVolt Holdings intend to conduct our operations so that we will not be deemed an investment company. As the sole managing member of CoVolt Holdings, we will control and operate CoVolt Holdings. On that basis, we believe that our interest in CoVolt Holdings is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of CoVolt Holdings, or if CoVolt Holdings itself becomes an investment company, our interest in CoVolt Holdings could be deemed an “investment security” for purposes of the 1940 Act. If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties and that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company. If we were required to register as an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

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Risks Related to Owning Our Class A Common Stock

The market price of our Class A common stock may be volatile, which could cause the value of an investment in our stock to decline.

The market price of our Class A common stock may experience significant fluctuations due to a variety of factors, many of which are beyond our control. These factors include announcements related to our competitors, the utility-scale solar and energy storage EPC industry or the broader economy; strategic actions taken by us or our competitors, such as mergers, acquisitions, or restructurings; media coverage and publications regarding our project awards, execution, safety/quality performance, and the utility-scale solar and storage projects we construct; new regulatory developments and changes in regulatory guidelines; fluctuations in the cost of solar modules, inverters, racking systems, transformers, switchgear and steel, and battery energy storage components; announcements concerning the availability of critical equipment and components for our EPC operations (including modules, inverters, racking, transformers, switchgear, and BESS components), as well as the availability of skilled labor, subcontractors, and surety bonding capacity; general and industry-specific economic conditions; changes in financial estimates or recommendations by securities analysts, or our failure to meet analysts’ performance expectations; sales of our Class A common stock or other actions by investors with significant shareholdings; and general market, political, and other economic conditions.

The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect the trading price of our Class A common stock. In the past, shareholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business or results of operations.

Prior to this offering, there has been no established public market for our Class A common stock, and we cannot guarantee that an active and liquid trading market will develop or be maintained post-offering.

While we have submitted an application to list our Class A common stock on, there is no assurance that our application will be approved, that approval will occur within our expected timeframe, or that we will satisfy all initial and ongoing listing standards. We may need to implement additional governance, committee, independence, internal control, and reporting measures to qualify, which could be time-consuming and costly. If our application is not approved, or if we are later unable to maintain compliance with continued listing requirements, our Class A common stock may trade on an over-the-counter market, which generally provides less liquidity, wider bid-ask spreads, limited analyst coverage, and greater price volatility. Over-the-counter trading can also subject transactions to additional broker-dealer suitability and disclosure requirements, including potential “penny stock” rules if our share price falls below certain thresholds, further reducing trading activity and investor participation.

Even if our listing is approved, an active and liquid trading market for our Class A common stock may not develop or be sustained. Factors such as limited public float, concentrated ownership, lock-up expirations, small-cap status, market maker participation, and variability in analyst coverage can constrain trading volume and contribute to significant price swings. The market price of our Class A common stock may be volatile and influenced by matters outside our control, including interest rate movements, macroeconomic conditions, sector sentiment toward clean energy companies, regulatory and policy developments, and news or performance of competitors and partners. Trading halts, short selling, technical factors, and index inclusion or exclusion may amplify volatility. A failure to achieve or maintain an active market could impair shareholder liquidity, limit our ability to raise additional equity capital on acceptable terms, reduce the utility of our stock as

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acquisition currency or for employee compensation, and adversely affect our valuation. As a result, shareholders may be unable to realize the value of their investment, which could have a material adverse effect on our business, results of operations, and financial condition.

Control by our Continuing Equity Owners could adversely affect our other shareholders.

Following this offering, our Continuing Equity Owners will beneficially own a significant portion of our Class A common stock. As a result, they will be able to exert substantial influence over the election and removal of directors, approval of mergers, consolidations, or sales of all or a majority of assets, issuances of equity or equity-linked securities, amendments to our charter and bylaws, and other significant corporate transactions and policies, including our dividend policy and financing strategy. This concentrated ownership may limit the ability of other shareholders to influence corporate matters and outcomes at shareholder meetings, and may enable our Continuing Equity Owners to cause or prevent corporate actions that other shareholders may view as beneficial.

Further, under the Shareholders Agreement, certain corporate actions and corporate governance matters will be subject to the approval of the Continuing Equity Owners party thereto for so long as such Continuing Equity Owners beneficially own at least   % of our total common stock, including (i) amendments to our Amended Charter or Amended Bylaws, (ii) entering into or effecting a change in control, and (iii) entering into any agreement providing for the acquisition or divestiture of assets or equity securities in excess of $200 million, among others. Additionally, each of the Continuing Equity Owners, subject to certain ownership thresholds, will be entitled to propose to our nominating and corporate governance committee a number of individuals for nomination and election to our board of directors, and we shall be obligated to take certain actions within our control to cause such nominating and corporate governance committee to nominate such individuals to our board of directors and to cause them to be included in our proxy statement and recommend their election. See “Certain Relationships and Related Party Transactions—Shareholders Agreement.” It is possible that the Continuing Equity Owners have interests that are materially different from those of shareholders, and such Continuing Equity Owners may exercise their approval rights or director designation rights in a way that is adverse to shareholders or in a manner with which they disagree.

Our Continuing Equity Owners include several distinct and unaffiliated investor groups, each of which is completing separate restructuring transactions in connection with this offering, including certain blocker mergers intended to qualify for specific tax treatment. Because these investor groups are not affiliated with one another, they may have differing, and at times conflicting, interests, tax positions, and liquidity objectives following this offering. In addition, the completion of these transactions, including the Blocker Mergers and the pre-closing restructuring of certain investors’ holdings, involves multiple steps that must occur in sequence immediately before and after the closing of this offering. Any delay or failure to complete any of these steps as planned could delay the closing of this offering or require modifications to our organizational structure.

The interests and investment horizons of our Continuing Equity Owners may differ from those of our other shareholders due to factors such as fund life cycles, liquidity needs, tax positions, or strategic relationships with customers, suppliers, or financing partners. They may be inclined to approve or reject acquisitions, financings, or other transactions that prioritize their objectives, even where other shareholders might prefer a different course. Their influence could deter, delay, or prevent a change in control, reduce the likelihood of unsolicited or competing bids, or result in the rejection of a transaction that would provide a premium to our shareholders. Concentrated ownership can also reduce our public float, which may limit trading liquidity, widen bid-ask spreads, heighten volatility, and affect index inclusion or institutional investor interest. In addition, registration rights held by significant shareholders may facilitate sizable resales following applicable lock-ups, contributing to market overhang and price pressure. Sales of large blocks, or the transfer of a controlling stake without a control premium to all shareholders, could adversely affect the market price of our Class A common stock.

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Conflicts of interest may also arise in connection with related party transactions, which, although subject to our corporate governance policies and applicable law, could nonetheless create the appearance of preferential treatment. Any of these dynamics could negatively affect investor confidence, our valuation, and the opportunity for shareholders to realize returns on their investment.

We will be a “controlled company” within the meaning of the rules of the NYSE and, as a result, will qualify for, and intend to rely upon, exemptions from certain corporate governance requirements. If we rely on such exemptions, you will not have the same protections afforded to shareholders of companies that are subject to such requirements.

Upon the closing of this offering, certain of our Continuing Equity Owners will collectively hold a majority of the combined voting power of our shares eligible to vote for the election of our directors. As a result, we will to be a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies: are not required to have a board that is composed of a majority of “independent directors,” as defined under NYSE rules; are not required to have a compensation committee that is composed entirely of independent directors; and are not required to have a nominating and corporate governance committee that is comprised entirely of independent directors. We intend to rely upon certain of these exemptions. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price. In the event that we cease to be a “controlled company” and our Class A common stock continues to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition periods.

Future stock issuances could result in significant dilution to our existing shareholders, affecting the value of their investment and their voting power.

As part of our growth strategy, we may need to raise additional capital through the issuance of equity securities, including common stock, preferred stock, or securities convertible into common stock. We may pursue underwritten offerings, private placements, PIPE transactions, at-the-market programs, or equity-linked instruments such as convertible notes or warrants to fund operations, provide working capital for fixed price EPC contracts, invest in project execution capabilities (including engineering, preconstruction, equipment fleet, and safety/quality systems), expand into new geographies or adjacent services (such as balance-of-plant scopes and BESS integration), support acquisitions, or bolster liquidity. Market conditions may require us to issue equity at depressed prices or on accelerated timelines, and investor demand may dictate structures that are more dilutive than traditional offerings. The issuance of additional shares would dilute existing shareholders’ ownership and voting interests, reduce earnings per share, and could adversely affect the market price of our Class A common stock. If we issue preferred stock or other securities with rights, preferences, or privileges senior to those of our Class A common stock, holders of Class A common stock could be adversely affected by dividend priority, liquidation preference, conversion or redemption features, board designation rights, or voting provisions.

Equity-linked financings can result in future dilution upon conversion or exercise, and counterparties may hedge their exposure through short sales or other transactions that increase selling pressure on our stock. Existing securities may contain anti-dilution, price protection, or reset features that amplify dilution in down-round scenarios. Registration rights, lock-up expirations, and S-8 registrations for equity compensation can add to market overhang and volatility as new shares become freely tradable. Strategic transactions, including acquisitions paid with equity, could further dilute current shareholders and shift control or influence. Stock exchange rules and corporate approvals may constrain timing and size of offerings; however, even where

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approvals are obtained, issuance terms may not be favorable. While we strive to manage our capital structure and minimize dilution, the need for additional financing may arise unexpectedly due to macroeconomic conditions, policy, permitting, or transmission/interconnection developments, supply chain constraints, counterparty financing capacity, or strategic opportunities. We cannot assure you that future issuances will not materially dilute your investment, that they will be conducted on favorable terms, or that the market will absorb new shares without adverse price impact.

We do not intend to pay dividends for the foreseeable future, and investors must rely on stock price appreciation for a return.

We currently intend to retain all available earnings, if any, to fund operations, invest in growth, and strengthen our balance sheet, and therefore do not expect to declare or pay cash dividends for the foreseeable future. Any future determination to pay dividends would be at the discretion of our Board and subject to applicable law, our financial condition and results, capital expenditure and investment requirements, anticipated cash needs, and restrictions in existing and future debt or other financing arrangements. Our capital allocation priorities include funding working capital and bonding capacity for fixed-price EPC contracts, investing in engineering, preconstruction, and field execution resources, enhancing safety and quality systems, maintaining and upgrading equipment and IT/ERP systems, expanding utility-scale solar and BESS delivery capabilities and geographic reach, and maintaining adequate liquidity to navigate permitting, supply chain, and transmission/interconnection dynamics in utility-scale solar energy and battery storage. Debt covenants and restricted payment provisions may limit our ability to return capital, and future equity or debt financings may include similar limitations. We may also elect to prioritize growth investments over capital returns, and we are not obligated to initiate share repurchases. As a result, the only way for investors to realize a return may be through appreciation in the market price of our Class A common stock, which is not assured.

The market price of our Class A common stock may be volatile and influenced by factors outside our control, including interest rate movements, macroeconomic conditions, shifts in investor sentiment toward growth or clean energy companies, changes in regulatory or policy frameworks, and developments affecting our competitors or partners. Limited public float, lock-up expirations, sales by large shareholders, short selling activity, index inclusion or exclusion, and limited analyst coverage can exacerbate price swings. Our results may fluctuate due to timing of contract awards and NTPs, weather impacts on construction schedules, permitting and interconnection timing, change order recovery, labor availability, and supply chain dynamics, and any failure to meet guidance or analyst expectations could depress the stock. Negative publicity, litigation, securities law claims, or governmental inquiries may also weigh on trading levels. In addition, we rely on equity-based compensation to attract and retain talent, and future grants or share issuances, including in connection with acquisitions or capital raises, may dilute existing shareholders and create additional selling pressure upon vesting and settlement. If our stock price declines or remains stagnant, investors may be unable to sell shares at or above their purchase price, and the absence of dividends could further reduce total returns and the attractiveness of our Class A common stock.

Texas law and our corporate governance documents contain provisions that may delay or prevent a change of control, which could adversely affect the price of our Class A common stock.

Our charter, bylaws, and applicable state corporate law contain provisions intended to protect the interests of the company and its shareholders by discouraging coercive takeover tactics and inadequate bids. These provisions may, however, deter potential acquirers from pursuing transactions that could provide shareholders a premium. Key measures include a classified board of directors with staggered three-year terms, which prevents shareholders from electing an entirely new board at a single annual meeting, and advance notice requirements for shareholder nominations and proposals that limit the ability to effect changes without sufficient lead time. Our bylaws permit only the Chairman of the Board, or our corporate secretary at the direction of the board, to call special meetings of shareholders, which restricts shareholder action between

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annual meetings. In addition, our board has authority to issue “blank check” preferred stock without shareholder approval, and to set voting, dividend, conversion, and other rights, which could be used to implement a rights plan or otherwise dilute the voting power of common shareholders.

We are also subject to provisions of Texas law, or other applicable state corporate statutes, that restrict business combinations with interested shareholders for a period of time unless specified approvals are obtained. Certain other governance features can further entrench the status quo, including limits on shareholder action by written consent, the board’s ability to fill vacancies, supermajority voting requirements to amend parts of our charter or bylaws, and any exclusive forum provisions that may make litigation or proxy contests more difficult to pursue. The underwriters or a future board could adopt or amend rights plans without shareholder approval, and authorized but unissued shares may be issued to a friendly party, making an unsolicited bid more costly or impractical. While these protections are designed to promote long-term value and orderly governance, they may limit shareholder ability to influence corporate matters, delay or discourage change-in-control transactions, reduce the likelihood of a negotiated premium, and contribute to a perception of entrenchment. As a result, the market price of our Class A common stock could be adversely affected, and shareholders may not realize the full value of their investment.

Our exclusive forum provisions could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or agents.

Under our Amended Charter, the Business Court in the Eleventh Business Court Division of the State of Texas will serve as the exclusive forum for the following categories of legal actions or proceedings governed by Texas statutory or common law:

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derivative suits or proceedings initiated on behalf of the Company;

•

claims alleging that any of our directors, officers, employees, or agents breached a fiduciary duty owed to us or our shareholders;

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claims against us or any of our directors, officers, or employees that arise under the TBOC or Amended Charter; and

•

claims against us or any of our directors, officers, or employees relating to other entity claims as that term is defined in Section 2.115 of the TBOC.

These forum selection provisions do not apply to actions seeking to enforce obligations or liabilities arising under the Exchange Act, the Securities Act, or any other claims within the exclusive jurisdiction of the federal courts. For such federal securities law claims, our Amended Charter will designate the United States District Court for the Southern District of Texas as the sole and exclusive forum, to the fullest extent permitted by applicable law.

These forum selection provisions may restrict a shareholder’s ability to pursue claims in a judicial forum that the shareholder considers more favorable for disputes involving us, our directors, officers, employees, agents, or other shareholders. This could discourage litigation against us and such persons and may increase the costs to shareholders of bringing such claims. Additionally, if a court determines that these provisions are inapplicable or unenforceable with respect to any of the covered actions or proceedings, we could face additional expenses in litigating such matters in other jurisdictions, which could negatively impact our results of operations, cash flows, and financial condition.

The body of case law interpreting the TBOC is less developed than the body of case law interpreting the Delaware General Corporation Law, and the Texas Business Court has less precedent to draw from adjudicating corporate and business-related matters.

As a Texas corporation, we will be subject to the TBOC. The body of case law interpreting the TBOC is less developed than the body of case law interpreting the Delaware General Corporation Law and many other state

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corporate laws. The newly created Texas Business Court is in its infancy, began hearing cases in September 2024 and will need time to build a body of case law that provides comparable levels of guidance to directors and officers as might be available in Delaware, which may result in less certainty for our officers and directors as well as our shareholders.

The TBOC has been recently amended to provide additional protections for our officers, directors and affiliates while making it more difficult for shareholders to make proposals at our annual meeting or to bring derivative claims. As a result, our shareholders may be disadvantaged as compared to shareholders of Delaware corporations.

In an effort to attract U.S. corporations to reincorporate in and move their respective headquarters to Texas, the Texas legislature has passed a number of changes to the TBOC. For example, the TBOC was recently amended to (i) permit broad exculpation of officers along with directors for breaches of duty of care pursuant to Senate Bill 2411, which took effect on September 1, 2025, (ii) put certain limitations on shareholder derivative lawsuits, including a 3% ownership requirement to bring such a claim, pursuant to Senate Bill 29, which became effective on May 14, 2025, and (iii) streamline approval of mergers and other fundamental transactions, including by eliminating class voting requirements. Senate Bill 1057, which took effect on September 1, 2025, imposes stock ownership requirements for shareholders seeking to submit shareholder proposals at an annual or special meeting. Taken together, these TBOC provisions mean our shareholders may be disadvantaged as compared to shareholders of Delaware corporations.

Substantial future sales, expirations of lock-ups, or the perception that such sales could occur, may depress our stock price.

Following this offering, a substantial number of our outstanding shares will be restricted from immediate resale under lock-up agreements or applicable securities laws, but will become eligible for sale upon expiration of the lock-up period or satisfaction of other conditions. In addition, a substantial number of our outstanding shares will be covered by registration rights, and registration of any of these outstanding shares would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. Sales of a significant number of shares into the public market after the lock-up period ends, or as shareholders exercise their registration rights or the perception that such sales may occur, could cause the market price of our Class A common stock to decline, particularly if demand for our shares does not increase to absorb the additional supply or if trading liquidity is limited. J.P. Morgan Securities LLC and Jefferies LLC may, in their discretion, release shareholders from lock up restrictions before the scheduled expiration, which could accelerate the timing of sales and intensify downward pressure.

Significant shareholders, including our directors, executive officers, and principal investors, will own a substantial portion of our outstanding shares after the offering. Sales by these holders, programmed trading under Rule 10b5-1 plans, tax withholding related to RSU settlements, or option exercise related sales, or the perception that such sales may occur, could materially depress our stock price even if our underlying business fundamentals remain unchanged. Rule 144 and other exemptions may permit additional resales once holding periods and other conditions are met. Market conditions can amplify these effects, including broader volatility, short selling activity, index inclusion or exclusion, analyst coverage changes, and limited float. We may also issue additional shares of Class A common stock or securities convertible into or exchangeable for Class A common stock in the future to raise capital, pursue strategic transactions, or provide equity compensation. Any such issuance could be dilutive to existing shareholders and, depending on size, timing, and structure, could materially affect the trading price of our Class A common stock and reduce earnings per share. Further, at our request, the underwriters have reserved for sale, at the initial public offering price, up to   % of the Class A common stock being offered for sale, to our directors, officers, and certain employees and other related parties. Except for any shares acquired by our directors and officers, shares purchased pursuant to the directed share program will not be subject to lock-up

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agreements with the underwriters. See “Underwriting–Directed Share Program.” If our stock price is volatile or declines, or if our results do not meet investor expectations, shareholders may be more likely to sell when restrictions lapse, further pressuring the stock. These dynamics could impair our ability to raise equity capital on favorable terms, limit strategic flexibility, and adversely affect the value of an investment in our Class A common stock.

If securities or industry analysts do not initiate or maintain coverage of us, or publish unfavorable research, our stock price and trading volume could decline.

The trading market for our Class A common stock will depend in part on research and reports that securities or industry analysts publish about us, our sector, and our competitors. If one or more analysts initiate coverage and subsequently downgrade our stock, issue unfavorable commentary, or reduce price targets, the market price of our Class A common stock could decline. If our operating results, key metrics, or qualitative disclosures fall short of analysts’ expectations, or if we do not provide guidance or our guidance is withdrawn, reduced, or perceived as uncertain, our stock price and trading volume could be adversely affected. If analysts cease coverage of us, fail to publish reports on us regularly, or do not initiate coverage after our offering, we could lose visibility in the financial markets, which may reduce demand for our shares, widen bid ask spreads, discourage institutional participation, and increase price volatility. Limited float, index inclusion or exclusion, and sector ETF flows can magnify the impact of analyst ratings and target changes on trading dynamics.

Analyst perceptions may be influenced by a broad range of inputs, including execution against growth plans, policy, permitting, and transmission/interconnection developments affecting utility-scale project delivery, competitive intensity among EPC contractors, access to bonding and working capital, bid pipeline, backlog, margin profile, change order and claims outcomes, labor availability, and supply chain conditions, and the performance and disclosures of peer companies. Coverage models for utility-scale solar energy and battery storage and EPC contractors vary, and differences in assumptions around module and equipment pricing, input costs (including steel and electrical gear), labor rates and productivity, weather and schedule risk, interconnection timing, and permitting can produce disparate estimates and conflicting signals. Because our model involves rapidly evolving regulatory, permitting, transmission/interconnection, and supply chain dynamics, analyst views may shift quickly in response to external events beyond our control. Social media, news cycles, and market speculation can amplify the impact of a single research note or earnings report, resulting in outsized price reactions relative to underlying fundamentals. Quiet periods, Regulation FD constraints, and blackout windows may limit our ability to respond promptly to rumors or clarify misinterpretations, which can prolong negative sentiment. If our stock experiences volatility or declines in connection with analyst reports or market conditions, we may face increased risk of securities litigation, which could be costly and distracting regardless of merit. A sustained lack of favorable analyst coverage, or the publication of negative or inconsistent research, could materially affect investor sentiment, reduce trading liquidity, increase our cost of capital, and adversely impact the market price of our Class A common stock.

As an “emerging growth company,” we will rely on reduced disclosure and governance requirements, which may make our stock less attractive to some investors.

We expect to qualify as an “emerging growth company” (“EGC”) and to rely on certain exemptions from reporting and governance requirements that apply to other public companies. These accommodations include, among other things, not being required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in proxy statements and annual reports on Form 10-K, and exemptions from holding certain nonbinding advisory votes on executive compensation matters. While these accommodations can reduce compliance costs and allow us to focus resources on growth, some investors may view the reduced transparency and governance requirements unfavorably and demand a

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higher risk premium, which could adversely affect the market price and liquidity of our Class A common stock. In addition, our eligibility to rely on EGC accommodations will cease upon the earliest of specific statutory triggers, including exceeding certain revenue or public float thresholds, or the passage of time, at which point we will incur increased costs and management efforts toward ensuring compliance with additional requirements.

Even with EGC accommodations, we must implement and maintain internal control over financial reporting and disclosure controls appropriate for a public company operating across multiple states and project sites under large, fixed-price construction contracts. If we identify material weaknesses, fail to remediate control deficiencies in a timely manner, or otherwise fail to maintain effective controls, we could experience inaccuracies in our financial reporting, delayed or amended filings, regulatory scrutiny, litigation, and reputational harm. Transitioning out of EGC status will further increase compliance costs, including higher audit expenses and augmented governance requirements, and may require additional personnel, systems, and processes. Investors may perceive heightened risk during transition periods, particularly if disclosure, control, or governance enhancements are not executed smoothly. If our reliance on EGC accommodations results in reduced investor interest, or if the loss of EGC status increases our cost structure more than anticipated, our stock could be less attractive to certain investors, trading liquidity could suffer, and our market valuation could be adversely affected.

The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members and executive officers.

As a public company, we are subject to extensive regulatory and compliance obligations, including the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and rules of the SEC and our listing exchange. Compliance requires significant legal, accounting, IT, and administrative investment, as well as the design, implementation, and ongoing testing of internal control over financial reporting and disclosure controls. Section 404 compliance, including management assessments and, if applicable, auditor attestation, is complex and time-consuming, often necessitating ERP upgrades, Governance, Risk Compliance tooling, internal audit build-out, remediation plans, and third-party advisors, and robust contract accounting processes (e.g., percentage-of-completion revenue recognition, change order and claims management). Failures in controls or disclosure processes can lead to material weaknesses, restatements, missed filing deadlines, SEC comment letters, potential penalties, and loss of investor confidence. We must also comply with evolving reporting standards, including enhanced cybersecurity disclosures, executive compensation clawback rules, universal proxy requirements, and changes to insider trading and 10b5-1 practices, all of which increase governance burdens and risk of error. Exchange listing standards regarding board independence, committee charters, audit committee expertise, related party transaction oversight, and code of ethics enforcement further add complexity and resource demands.

Public company status increases scrutiny from investors, regulators, auditors, proxy advisors, and the media, and may complicate recruiting and retention for directors and senior executives. The demands of governance, potential personal liability, and heightened time commitments can deter candidates, while D&O insurance premiums, retentions, and coverage limitations have risen and may continue to rise. We must maintain robust policies for Regulation FD, insider trading, Section 16 reporting, whistleblower hotlines, litigation holds, and records retention, and any lapses can trigger investigations, litigation, or reputational harm. Volatility in our stock price, limited float, and sector sentiment can increase the likelihood of securities class actions or derivative claims following earnings releases, guidance changes, or adverse events, regardless of merit. While we are committed to meeting our public company obligations and maintaining transparency, these ongoing requirements and costs can affect operational efficiency, divert management attention from strategic initiatives, and increase our cost of capital. Any inability to effectively manage these obligations, remediate identified control issues, or keep pace with evolving rules could have a material adverse effect on our business, results of operations, financial condition, and market reputation.

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If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As a result of being a public company, we will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning in the year following our first annual report required to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We will take steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for our internal control over financial reporting. If we identify one or more material weaknesses in our internal control over financial reporting during the evaluation and testing process, we may be unable to conclude that our internal controls are effective.

Additionally, when we cease to be an “emerging growth company” under the federal securities laws, our independent registered public accounting firm may be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this prospectus include, but are not limited to statements about:

•

our expectations regarding the demand for utility-scale solar and battery storage projects and our ability to win new EPC contracts;

•

the impact of macroeconomic conditions, including inflation, rising interest rates, and tighter credit markets, on our business and our customers’ projects;

•

our ability to complete projects on time, within budget, and in accordance with performance standards;

•

our ability to accurately estimate project costs under lump sum contracts and realize anticipated profit margins;

•

the availability, cost, and timely delivery of solar modules, inverters, racking systems, transformers, battery storage equipment, and other critical materials and equipment;

•

the impact of tariffs, duties, trade barriers, and supply chain disruptions on our costs and project schedules;

•

our ability to attract, train, and retain qualified electricians, project managers, engineers, and other skilled construction personnel;

•

risks related to our collective bargaining agreements and multiemployer pension plan obligations;

•

our dependence on a limited number of significant customers for a substantial portion of our revenues;

•

the risk that our contracts may be canceled, suspended, or not renewed on short notice;

•

our ability to recover on contract modifications, change orders, and claims against customers;

•

our exposure to warranty, engineering, design defect, construction quality, and performance guarantee claims;

•

health and safety risks inherent in our construction operations, including the risk of worksite injuries and fatalities;

•

the adequacy of our cybersecurity measures to protect our information technology systems and data;

•

physical risks to our construction schedules and project economics from severe weather events, natural disasters, and climate change;

•

our ability to realize our backlog and convert it to revenue at anticipated rates and profit margins;

•

our ability to obtain surety bonds, letters of credit, and bank guarantees required for our projects;

•

the impact of seasonality, project timing, and other factors on our quarterly results of operations;

•

our dependence on key personnel, including our senior management team and skilled project managers;

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•

the adequacy of our insurance coverage to cover losses and liabilities we may incur;

•

changes in environmental, health, safety, and permitting regulations affecting our business;

•

our ability to comply with complex federal, state, and local environmental, health, and safety laws and regulations;

•

the impact of changes in tax laws or our tax estimates or positions on our business;

•

our ability to comply with anti-corruption, anti-bribery, export control, and economic sanctions laws;

•

our exposure to litigation, claims, and legal proceedings in the ordinary course of our business;

•

our ability to comply with NERC reliability standards and other grid-related regulations;

•

the volatility of the market price of our Class A common stock;

•

our ability to develop and maintain an active and liquid trading market for our Class A common stock;

•

the influence of our principal shareholders on corporate matters;

•

the potential dilution from future stock issuances;

•

our intention not to pay dividends for the foreseeable future;

•

the impact of anti-takeover provisions in our corporate governance documents;

•

our status as an emerging growth company and reliance on reduced disclosure and governance requirements;

•

the costs of operating as a public company and our management team’s ability to meet public company obligations;

•

the potential for substantial future sales of our Class A common stock to depress our stock price;

•

our limited operating history as a public company and the difficulty in evaluating our business and future prospects; and

•

other risks and uncertainties described in this prospectus, including those set forth under “Risk Factors.”

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to the factors set forth under “Risk Factors.” Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $     million, based upon an assumed initial public offering price of $     per share (which is the midpoint of the price range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We will not receive any proceeds from the sale of shares of our Class A common stock by the selling shareholders.

The principal purposes of this offering are to create a public market for our Class A common stock and enable access to the public equity markets for our shareholders. We intend to use the net proceeds from this offering to purchase Common Units from certain of the Continuing Equity Owners and to contribute the remaining net proceeds to CoVolt Holdings in exchange for newly issued Common Units. CoVolt Holdings intends to use the net proceeds from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We will have broad discretion in the way that we use the net proceeds of this offering. See “Risk Factors–Risks Related to Owning Our Class A Common Stock–We will have broad discretion over the use of the net proceeds from this offering and may not use them in ways that prove to be effective.” for additional information.

Each $1.00 increase (decrease) in the assumed initial public offering price of $    per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by approximately $     million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each 1,000,000 share increase (decrease) in the number of shares offered in this offering would increase (decrease) the net proceeds to us from this offering by approximately $     million, assuming that the price per share for the offering remains at $      (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings, if any, for the operation and expansion of our business. Accordingly, following this offering, we do not expect to declare or pay any cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant.

Additionally, we are a holding company that transacts our business through operating subsidiaries. Consequently, our ability to pay dividends to shareholders is largely dependent on receipt of dividends and other distributions from our subsidiaries.

If CoVolt Holdings makes such distributions, the holders of Common Units will be entitled to receive equivalent distributions from CoVolt Holdings. However, because we must pay taxes, make payments under the Tax Receivable Agreement and pay our expenses, amounts ultimately distributed as dividends to holders of our Class A common stock would be expected to be less on a per share basis than the amounts distributed by CoVolt Holdings to the other holders of Common Units on a per unit basis, even if we were to pay cash dividends on our Class A common stock. See “Certain Relationships and Related Party Transactions.”

Under the CoVolt Holdings LLC Agreement, we intend to cause CoVolt Holdings, from time to time, to make distributions in cash to the holders of Common Units (including us) in amounts sufficient to cover the taxes imposed on their allocable share of taxable income of CoVolt Holdings. These tax distributions may be in amounts that exceed our tax liabilities. Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our shareholders. See “Risk Factors–Risks Related to Our Capital Structure–Our sole material principal asset after the completion of this offering will be our interest in CoVolt Holdings, and, as a result, we will depend on distributions from CoVolt Holdings to pay our taxes and expenses (including payments under the Tax Receivable Agreement) and pay dividends. CoVolt Holdings’ ability to make such distributions may be subject to various limitations and restrictions.”

In addition, our Revolving Credit Facility contains restrictions on our ability to pay cash dividends on our capital stock. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. See “Risk Factors–Risks Related to Owning Our Class A Common Stock–We do not intend to pay dividends on our Class A common stock for the foreseeable future.” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources” for additional information.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and our capitalization as of June 30, 2026:

•

of CoVolt Holdings, on an actual basis;

•

of CoVolt Power and its subsidiaries on a pro forma basis to give effect to the Reorganization Transactions and the entry into the Tax Receivable Agreement as if such events had occurred on June 30, 2026, excluding this offering; and

•

of CoVolt Power and its subsidiaries on a pro forma as adjusted basis to give further effect to the matters described in the preceding clause and to reflect the issuance and sale by us of      shares of our Class A common stock in this offering at an assumed initial public offering price of $    per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds therefrom as described under “Use of Proceeds.”

Our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information contained in this prospectus.

The pro forma and pro forma as adjusted information below gives effect to (i) the Reorganization Transactions, including CoVolt Power’s acquisition of Common Units from CoVolt Holdings in exchange for shares of Class A common stock and cash from the net proceeds of this offering, (ii) this offering and the application of the estimated net proceeds of this offering as described under “Use of Proceeds,” (iii) the impacts associated with the Tax Receivable Agreement, including the estimated liability related to future payments thereunder, and (iv) the non-controlling interest in CoVolt Holdings held by the Continuing Pre-IPO Members. See “Organizational Structure” and “Certain Relationships and Related Party Transactions–Tax Receivable Agreement.”

As of June 30, 2026

CoVolt Holdings Actual

CoVolt Power Pro forma

CoVolt Power Pro forma as adjusted(1)

(in thousands, except share and per share data)

Payable to related parties pursuant to the Tax Receivable Agreement

Cash and cash equivalents

$

$

$

Indebtedness:

Total equity:

Shareholders’ equity:

Class A common stock, par value $    per share;    shares authorized, actual;    shares issued and outstanding, actual;    shares authorized, pro forma;    shares issued and outstanding, pro forma;    shares authorized, pro forma as adjusted;    shares issued and outstanding, pro forma as adjusted

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As of June 30, 2026

CoVolt Holdings Actual

CoVolt Power Pro forma

CoVolt Power Pro forma as adjusted(1)

(in thousands, except share and per share data)

Class B common stock, par value $    per share;    shares authorized, actual; no shares issued and outstanding, actual;    shares authorized, pro forma;    shares issued and outstanding, pro forma;    shares authorized, pro forma as    adjusted;    shares issued and outstanding, pro forma as adjusted (Class B common stock has no economic rights)

Total shareholders’ equity attributable to CoVolt Power

Preferred stock, par value $    per share;    shares authorized,    shares issued and outstanding, actual;    shares authorized pro forma, no shares issued and outstanding, pro forma;    shares authorized, no shares issued and outstanding, pro forma as adjusted

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Non-controlling interest in CoVolt Holdings

Total members’/shareholders’ equity (including non-controlling interest)

Total capitalization

$

$

$

(1)

Each $1.00 increase or decrease in the assumed initial public offering price of $    per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease each of cash and cash equivalents, additional paid-in capital, total shareholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $    million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of $1.00 in the assumed initial public offering price would also increase or decrease the amount of the estimated liability payable under the Tax Receivable Agreement by approximately $    million.

Each 1,000,000 share increase or decrease in the number of shares offered in this offering would increase or decrease each of cash and cash equivalents, additional paid-in capital, total shareholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $     million, assuming that the price per share for the offering remains at $      (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of 1,000,000 shares in the number of shares offered would also increase or decrease the amount of the estimated liability payable under the Tax Receivable Agreement by approximately $    million.

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DILUTION

If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering. Dilution in pro forma as adjusted net tangible book value per share to new investors represents the difference between the amount per share paid by purchasers of shares of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after completion of this offering.

The Continuing Equity Owners will hold Common Units after the completion of the Reorganization Transactions. A holder of Common Units (other than CoVolt Power, Inc. and its subsidiaries) may, subject to the terms of the CoVolt Holdings LLC Agreement, exchange its Common Units (together with an equal number of shares of Class B common stock, which will be cancelled for no consideration upon any such exchange) for shares of Class A common stock on a one-for-one basis or, at our election, for cash. We have presented dilution in pro forma as adjusted net tangible book value per share assuming that all of the holders of Common Units (other than CoVolt Power, Inc. and its subsidiaries) had their Common Units exchanged for newly issued shares of Class A common stock on a one-for-one basis (and the cancellation for no consideration of all of their shares of Class B common stock, which are not entitled to receive distributions or dividends, whether cash or stock, from the Company) in order to more meaningfully present the dilutive impact on the investors in this offering.

Our pro forma net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of our Class A common stock outstanding, assuming the exchange of all outstanding Common Units for shares of our Class A common stock on a one-for-one basis before this offering. Our pro forma net tangible book value as of June 30, 2026 was approximately $     million, or $     per share, based on the total number of shares of our Class A common stock that would be outstanding as of     , 2026, assuming the exchange of all outstanding Common Units held by the Continuing Equity Owners for shares of our Class A common stock on a one-for-one basis before this offering.

After giving effect to the sale by us of      shares of our Class A common stock in this offering at the assumed initial public offering price of $     per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming the exchange of all outstanding Common Units held by the Continuing Equity Owners for shares of our Class A common stock on a one-for-one basis after this offering, our pro forma as adjusted net tangible book value as of June 30, 2026, would have been approximately $     million, or $     per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $     per share to our existing shareholders and an immediate dilution in pro forma as adjusted net tangible book value of $     per share to investors purchasing shares of our Class A common stock in this offering. The following table illustrates this dilution:

Assumed initial public offering price per share of Class A common stock						$
Pro forma net tangible book value per share as of    , 2026
Increase per share attributable to new investors purchasing shares of Class A common stock in this offering
Pro forma as adjusted net tangible book value per share immediately after this offering						$
Dilution in pro forma as adjusted net tangible book value per share to new Class A common stock investors in this offering						$

Each $1.00 increase (decrease) in the assumed initial public offering price of $     per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our

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pro forma as adjusted net tangible book value after this offering by approximately $     million, or approximately $     per share, and would increase (decrease) the dilution per share to new investors purchasing our Class A common stock in this offering by approximately $     per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value after this offering by approximately $     million, or approximately $     per share, and would increase (decrease) the dilution per share to new investors by approximately $     per share, assuming that the assumed initial public offering price of $     per share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table presents, on a pro forma basis as of June 30, 2026, after giving effect to the sale by us of shares of our Class A common stock in this offering at the assumed initial public offering price of $     per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, the difference between the existing shareholders and the investors purchasing shares of our Class A common stock in this offering with respect to the number of shares of our Class A common stock purchased from us, the total consideration paid or to be paid to us, and the average price per share paid or to be paid to us, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

		Shares Purchased								Total Consideration
		Number				Percent				Amount				Percent
Existing shareholders							%			$					%			$
New investors
Total							100%			$					100%			$

Each $1.00 increase (decrease) in the assumed initial public offering price of $     per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors, total consideration paid by all shareholders and the average price per share paid by all shareholders by $    , $     and $     per share, respectively, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors, total consideration paid by all shareholders and the average price per share paid by all shareholders by $    , $     and $     per share, respectively, assuming that the assumed initial public offering price of $     per share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares of Class A common stock from the selling shareholders. Sales of shares of our Class A common stock by the selling shareholders in this offering will reduce the number of shares of Class A common stock held by existing shareholders to    , or approximately    % of the total shares of Class A common stock outstanding after this offering, and will increase the number of shares held by new investors to    , or approximately    % of the total shares of Class A common stock outstanding after this offering.

The number of shares of our Class A common stock that will be outstanding after this offering as shown in the tables above is based on      shares of our Class A common stock outstanding as of June 30, 2026

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(assuming the exchange of all outstanding Common Units held by the Continuing Equity Owners for shares of our Class A common stock on a one-for-one basis), and excludes the following:

•

shares of our Class A common stock reserved for issuance upon redemption or exchange of all outstanding Common Units on a one-for-one basis;

•

shares of common stock issuable upon the exercise of warrants outstanding as of June 30, 2026, with a weighted average exercise price of $     per share; and

•

shares of our Class A common stock reserved for future issuance under the 2026 Plan, which will become effective in connection with this offering, which number includes    shares of our Class A common stock subject to restricted stock unit awards that will be granted to certain of our employees pursuant to our 2026 Plan substantially concurrently with the consummation of this offering.

In addition, our 2026 Plan provides for annual automatic increases in the number of shares reserved thereunder.

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering determined at pricing.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Defined terms included below will have the same meaning as terms defined and included elsewhere in this prospectus.

The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act, as amended. The unaudited pro forma condensed consolidated financial information is presented to provide relevant information necessary for an understanding of CoVolt Holdings upon consummation of the Company’s initial public offering after giving pro forma effect to the following (collectively, the “pro forma events”):

•

the Reorganization Transactions;

•

the impacts associated with the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions–Tax Receivable Agreement;” and

•

this offering and the application of the estimated net proceeds from this offering as described under “Use of Proceeds.”

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 gives effect to the pro forma events as if they had been consummated on June 30, 2026.

The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 give effect to the pro forma events as if they had been consummated on January 1, 2025.

We have derived the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statements of operations from our unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 and from our audited consolidated financial statements for the year ended December 31, 2025, which are included elsewhere in this prospectus. The foregoing historical financial statements have been prepared in accordance with GAAP.

Because CoVolt Power was formed on April 22, 2026 and will have no material assets or results of operations until the completion of the offering, its historical financial information is not included in the unaudited pro forma condensed consolidated financial information as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025.

Except as otherwise indicated, the unaudited pro forma condensed consolidated financial information presented assumes no exercise by the underwriters of their over-allotment option to purchase additional shares.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these additional procedures and processes and, among other things, additional directors’ and officers’ liability insurance, director fees, additional expenses associated with complying with the reporting requirements of the SEC, transfer agent fees, costs relating to additional accounting, legal, and administrative personnel, increased auditing, tax, and legal fees, stock exchange listing fees, and other public company expenses. We have not included any pro forma adjustments relating to these costs in the information below.

The pro forma adjustments are based on available information and upon assumptions that management believes are reasonable in order to reflect, on a pro forma basis, the effect of the pro forma events on our

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historical financial information. The adjustments are described in the notes to the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statement of operations. The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and do not purport to represent the results of operations or the financial position that would have occurred had the pro forma events been consummated on the dates assumed or to project the Company’s results of operations or financial position for any future date or period.

The unaudited pro forma condensed consolidated financial information should also be read together with “Basis of Presentation–Organizational Structure,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and accompanying notes included elsewhere in this prospectus.

Offering

The Company is offering      million shares of common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus.

Reorganization Transactions

In connection with the consummation of this offering, we will complete a series of reorganization transactions (the “Reorganization Transactions”), including:

•

the amendment and restatement of the CoVolt Holdings limited liability company agreement (the “CoVolt OpCo LLC Agreement”), effective prior to the consummation of this offering, to, among other things, (i) recapitalize all existing ownership interests in CoVolt Holdings into a single new class of units (“Common Units”), (ii) appoint CoVolt Power, Inc. as the sole managing member of CoVolt Holdings upon its acquisition of Common Units in connection with this offering and (iii) provide certain redemption rights to the Continuing Equity Owners;

•

the merger of SEC Intermediate, LLC with and into SEC Parent II, LLC, with SEC Parent II, LLC surviving such merger, followed by the liquidation of SEC Parent II, LLC;

•

the amendment and restatement of the LLC agreement of SEC Member II, LLC (a Continuing Equity Owner) to, among other things, effect a recapitalization in which all existing membership interests of SEC Member II, LLC are converted into one class of common units and provide certain redemption rights to the members of SEC Member II, LLC;

•

the amendment and restatement of CoVolt Power, Inc.’s certificate of formation to, among other things, authorize the issuance of Class A common stock and Class B common stock and provide that each share of Class A common stock and Class B common stock will entitle its holder to one vote per share on all matters presented to our shareholders generally, provided that shares of Class B common stock will not be entitled to receive dividends or to receive a distribution upon CoVolt Power, Inc.’s dissolution or liquidation;

•

the issuance of shares of our Class B common stock to the Continuing Equity Owners (as defined herein), which will be equal to the number of Common Units held by such Continuing Equity Owners, for nominal consideration;

•

the contribution by an affiliate of Avenue Capital Group of its Common Units to CoVolt Power, Inc. in exchange for shares of Class A common stock;

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•

the entrance into the Tax Receivable Agreement with CoVolt Holdings and the TRA Holders (as defined herein) that will provide for the payment by CoVolt Power, Inc. to the TRA Holders of     % of the amount of tax benefits, if any, that CoVolt Power, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of Basis Adjustments Blocker Transferred Basis and Interest Deductions. See “Certain Relationships and Related Party Transactions–Tax Receivable Agreement” for a description of the Tax Receivable Agreement;

•

the issuance of shares of our Class A common stock to the purchasers in this offering in exchange for net proceeds of approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) based upon an assumed initial public offering price of $ per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus), less the estimated underwriting discounts and commissions and estimated offering expenses payable by us;

•

the use of the net proceeds from this offering to purchase newly issued Common Units for approximately $ million directly from CoVolt Holdings at the initial public offering price less the underwriting discounts and commissions, and to purchase Common Units from certain of the Continuing Equity Owners for cash; and

•

the use by CoVolt Holdings of the proceeds from the sale of its Common Units to CoVolt Power, Inc. for general corporate purposes, as described under “Use of Proceeds.”

Pre-IPO Investor Restructurings

Prior to the Blocker Mergers, certain of our existing investors will complete separate restructuring transactions. DK Swan Equity Holder LLC will distribute its interests in CoVolt Holdings to the DK Blocker in full redemption of its equity interests in DK Swan Equity Holder LLC. Avenue MIC Power Opportunities Master Fund, LP will distribute equity interests in CoVolt Holdings to the Ave Blocker in full redemption of its equity interests in Avenue MIC Power Opportunities Master Fund, LP, and will also distribute interests in CoVolt Holdings to Avenue MIC Power Opportunities Fund Genpar, LLC.

On the day prior to the closing of this offering, DK Blocker, the Bardin Blocker and Ave Blocker will each merge with and into CoVolt Power, Inc., with CoVolt Power, Inc. surviving each merger, and the respective Blocker Shareholders will receive shares of our Class A common stock as merger consideration. Immediately following the closing of this offering, Avenue MIC Power Opportunities Fund Genpar, LLC and the Ave Blocker will contribute their shares of Class A common stock received in the Blocker Mergers to Avenue MIC Power Opportunities Master Fund, LP in exchange for equity interests in that fund.

Our agreements will include a provision for the Continuing Equity Owners, subject to certain exceptions, from time to time at each of their option, to require CoVolt Holdings to redeem all or a portion of their Common Units (along with the cancellation of the corresponding shares of Class B common stock) in exchange for, at our election, newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of our Class A common stock for each Common Unit so redeemed, in each case, in accordance with the terms of the CoVolt OpCo LLC Agreement.

Tax Receivable Agreement

In connection with the completion of this offering, we will enter into the Tax Receivable Agreement with CoVolt Holdings and the TRA Holders. Under the Tax Receivable Agreement, we generally will be required to pay to the TRA Holders   % of the amount of tax benefits, if any, we actually realize (or in some circumstances are deemed to realize) as a result of Basis Adjustments, Blocker Transferred Basis, Existing Basis, Exchange Existing Basis and Interest Deductions. We will retain the benefit of the remaining   % of these tax benefits.

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The Tax Receivable Agreement payments are not conditioned upon a TRA Party maintaining a continued ownership interest in CoVolt Holdings. The Tax Receivable Agreement will provide that if (i) CoVolt Power, Inc. materially breaches any of its material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combinations or other changes of control occur, or (iii) CoVolt Power, Inc. elects an early termination of the Tax Receivable Agreement, then the obligations under the Tax Receivable Agreement to make payments will be accelerated and become due and payable, based on certain assumptions, including an assumption that CoVolt Power, Inc. will have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions–Tax Receivable Agreement” for additional information regarding the Tax Receivable Agreement.

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Unaudited Pro Forma Condensed Consolidated Balance Sheet As of June 30, 2026

(in thousands)

(in $ thousands)		CoVolt Holdings				Reorganization Transaction Adjustments				Transaction Accounting Adjustments				Pro Forma CoVolt Power, Inc.
Assets
Current assets
Cash and cash equivalents		$	119,218
Restricted cash			4,736
Accounts receivable, net			50,245
Contract assets			5,636
Other current assets			26,728
Total current assets			206,563
Property and equipment, net			3,602
Finance lease right-of-use assets, net			4,302
Operating lease right-of-use assets			3,192
Goodwill			62,852
Other intangible assets, net			2,811
Other non-current assets			425
Total assets		$	283,747
Liabilities and members’ equity / shareholders’ equity
Current liabilities
Accounts payable		$	73,626
Contract liabilities			77,417
Accrued expenses and other			19,076
Finance lease liabilities, current portion			1,546
Operating lease liabilities, current portion			247
Total current liabilities			171,912
Finance lease liabilities, net of current portion			715
Operating lease liabilities, net of current portion			3,281
Other non-current liabilities			2,174
Total liabilities			178,082
Commitments and contingencies
Members’ equity / Shareholders’ equity
Members’ equity / Shareholders’ equity			107,709
Accumulated other comprehensive loss			(2,055	)
Total members’ equity			105,654
Non-controlling interests			11
Total members’ equity			105,665
Total liabilities and members’ equity		$	283,747

Please refer to the notes to the unaudited pro forma condensed consolidated financial information.

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Unaudited Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2025

(in thousands, except share and per share amounts)

(in $ thousands)		CoVolt Holdings				Reorganization Transaction Adjustments				Transaction Accounting Adjustments				Pro Forma CoVolt Power, Inc.
Revenue		$	739,405
Cost of revenue			637,137
Gross profit			102,268
General and administrative			34,413
Depreciation and amortization			8,040
Loss on disposal of assets			69
Operating income			59,746
Other income (expense)
Interest income			1,297
Interest expense			(654	)
Other Income, net			192
Total other income (expense)			835
Net income (loss)			60,581
Net income (loss) attributable to non-controlling interest			—
Net income (loss) attributable to common shareholders		$	60,581
Weighted average shares outstanding—basic and diluted
Earning per share—basic and diluted

Please refer to the notes to the unaudited pro forma condensed consolidated financial information.

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Unaudited Pro Forma Consolidated Statement of Operations For the Six Months Ended June 30, 2026

(in thousands, except share and per share amounts)

(in $ thousands)		CoVolt Holdings				Reorganization Transaction Adjustments				Transaction Accounting Adjustments				CoVolt Power, Inc.
Revenue		$	308,278
Cost of revenue			254,158
Gross margin			54,120
General and administrative			18,537
Depreciation and amortization			914
Gain on disposal of assets			(193	)
Operating income (loss)			34,862
Other income (expense)
Interest income			1,614
Interest expense			(279	)
Other income (expense), net			(837	)
Total other income (expense)			498
Net income (loss)			35,360
Net income (loss) attributable to non-controlling interest			—
Net income (loss) attributable to common shareholders		$	35,360
Weighted average shares outstanding—basic and diluted
Earning per share—basic and diluted

Please refer to the notes to the unaudited pro forma condensed consolidated financial information.

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 1 Basis of Presentation

The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the pro forma financial condition and results of operations of the Company based upon the historical financial information after giving effect to the pro forma events and related adjustments set forth in the notes to the unaudited pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial information does not reflect any management adjustments for expected effects of the pro forma events.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, gives effect to the pro forma events as if they had occurred on June 30, 2026. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, give effect to the pro forma events as if they had occurred on January 1, 2025.

Note 2 Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet

The following adjustments were made related to the unaudited pro forma condensed consolidated balance sheet as of June 30, 2026:

A.

Immediately preceding the closing, as part of the Reorganization Transactions, CoVolt Holdings legacy units were converted into Common Units.

B.

Reflects the net effect on cash of the receipt of offering proceeds to us of $ million, based on the sale by the Company of      million shares of Class A common stock at an assumed initial public offering price of $per share of common stock (the midpoint of the price range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions.

C.

Reflects estimated transaction costs of $       million, which are primarily related to legal, accounting, and other related costs. Upon completion of the offering, these transaction costs will be charged against the proceeds from the offering with a corresponding reduction to additional paid-in capital.

D.

Immediately following closing, the economic interests held by the noncontrolling interest (comprising Common Units issued at closing to Original Equity Owners) will be approximately      %. The following table shows the economic interest of CoVolt Holdings immediately following the offering:

		Units				%
CoVolt Power, Inc.
Other Common Units
Total Common Units

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Note 3 Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations

The following adjustments were made related to the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 for the year ended December 31, 2025 and for the six months ended June 30, 2026:

AA.

Represents net income/(loss) attributable to the noncontrolling interest based on the ownership structure at closing, as noted at adjustment (D).

BB.

Represents the pro forma adjustments to taxes resulting from all other adjustments to the statement of operations, which were calculated using the statutory income tax rate of 21%.

Note 4 Pro Forma Income/Loss Per Share

Represents the pro forma income/(loss) per share calculated using the weighted average shares outstanding as a result of the pro forma events, assuming the shares were outstanding since January 1, 2025. As the pro forma events are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted pro forma income/(loss) per share assumes that the shares issuable relating to the pro forma events have been outstanding for the entire periods presented.

		Six Months Ended June 30, 2026				Year Ended December 31, 2025
Pro forma basic and diluted income/(loss) per share
Numerator:
Pro forma net income/(loss)			$				$
Less: Pro forma net income/(loss) attributable to non-controlling interests
Pro forma net income/(loss) attributable to common shareholders–basic and diluted			$				$
Denominator:
Pro forma weighted average shares outstanding of Class A common stock–basic and diluted
Pro forma basic and diluted income/(loss) per share, Class A common stock			$				$

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented and should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business and our liquidity and capital resources as well as other non-historical statements. These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in this prospectus under “Cautionary Note Regarding Forward–Looking Statements” and “Risk Factors”. Our actual results may differ materially from those contained in or implied by these forward-looking statements. We disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

We are a leading provider of engineering, procurement, and construction services to the power and data center industries. We specialize in building utility-scale solar projects, battery energy storage systems and high-voltage transmission and distribution infrastructure. Since our founding in 2005, we have built more than 7.3 GWac of generation, nearly 1.7 GWh of battery storage and T&D infrastructure that connected over 26.4 GW of capacity and load to the grid. We are recognized as a top 10 utility scale solar builder based on installations from 2015 to 2025 according to Solar Power World.

Demand for our services is growing rapidly as independent power producers add new generation to satisfy rising electricity demand, utilities upgrade and expand transmission and distribution infrastructure to support rapid load growth, and data center operators build more energy-intensive facilities. As of June 30, 2026, we had $3.6 billion of Backlog representing an increase of 410% compared to the same date in the prior year. As of June 30, 2026, 85%, 13%, and 2% of our Backlog was related to generation, T&D, and standalone battery storage project scopes, respectively. Our revenue in future periods may differ from the amounts in our backlog due to contract changes or terminations and other factors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Backlog” for a discussion of our backlog.

Key Factors Affecting Our Business, Results of Operations

Our revenues, profit, margins and other results of operations can be influenced by a variety of factors in any given period, including those described in the Risk Factors and Business sections in our Registration Statement on Form S-1, and those factors have caused fluctuations in our results in the past and are expected to cause fluctuations in our results in the future. Additional information with respect to certain of those factors is provided below.

We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these non-GAAP and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP.

Our ability to secure new project awards, expand customer relationships

Our revenue is concentrated among a limited number of large customers, including independent power producers, utilities, project developers, and data center operators. For the year ended December 31, 2025, our

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largest customer represented approximately 20% of our total revenues, and our top ten customers collectively represented approximately 96% of our total revenues. For the six months ended June 30, 2026, our largest customer represented approximately 45% of our total revenues and our three largest customers collectively represented approximately 70% of our total revenues. Our EPC contracts are typically awarded on a project-by-project basis through competitive bidding processes, and we do not have long-term volume commitments from our customers. Accordingly, our ability to generate future revenue depends on our continued success in securing new project awards from both existing and new counterparties. We compete primarily on the basis of safety, execution track record, technical capability, financial strength, price, and the ability to deliver large, complex projects on schedule and within budget. Our ability to deliver certainty in project outcomes and maintain strong safety and execution performance is a key factor in winning repeat business from existing customers. Approximately 92% of our 2025 revenue was derived from customers with whom we did business in the prior year, up from 77% in 2024, and the average tenure of our relationships with our top ten customers for the year ended December 31, 2025 was approximately 6.2 years as of June 30, 2026. In addition, our consultative sales approach, in which we engage early in the development cycle to provide guidance on technical and cost assumptions, provides visibility into upcoming opportunities and positions us to secure project awards in advance of formal competitive bidding processes. However, the competition for EPC services remains intense, and failure to meet customer expectations on cost, schedule, or safety could reduce our success rate in securing new awards and adversely impact backlog replenishment.

Customer demand for our services is closely tied to broader market conditions affecting the development of utility-scale solar projects, battery energy storage systems, and transmission and distribution infrastructure. Recently, demand has been driven by the rapid increase in AI data center development and accelerating electrification across transportation, buildings, and industry, which has contributed to record power consumption and substantial new market opportunities. These conditions are influenced by factors such as power prices, the availability of tax incentives, regulatory policies, and the cost and availability of financing. However, actual demand is subject to material uncertainty due to factors outside of our control, such as technology advances, energy efficiency gains, and cyclical changes in potential customer investment patterns. The industry is capital-intensive, and our customers’ ability to initiate and complete projects depends on their access to tax equity, debt financing, and equity capital. Adverse changes in capital markets, including rising interest rates, reduced liquidity, or changes in tax credit regimes, may delay or reduce project development activity and, in turn, demand for our services. Sustained growth will depend on our ability to adapt to evolving demand and maintain disciplined capital allocation in the face of both opportunity and risk.

As we continue to expand our capabilities across solar, storage, and high-voltage transmission and distribution infrastructure, we expect to enhance our ability to cross-sell services to existing customers and diversify our customer base across a broader set of counterparties and end markets. We also expect to benefit from long-term structural demand drivers in solar energy and battery storage and infrastructure development, which may support sustained project activity over time.

Our ability to execute projects consistent with our budgeted cost

Our financial performance depends on our ability to execute projects safely, on time, and within budget under lump sum EPC contracts, where we bear the risk that actual costs of labor, materials, equipment, and other project inputs may exceed our initial estimates. The accuracy of our cost estimates and the efficiency of our project execution are the primary drivers of our profitability. Variability in project start dates, permitting timelines, customer readiness, and interconnection approvals can materially impact the timing and amount of revenue we recognize in any given period, and delays in large utility-scale projects may shift revenue and margin realization across reporting periods.

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We have invested significantly in enhancing our project execution capabilities, including strengthening project controls, improving reporting and data analytics, formalizing delivery protocols, and reinforcing governance and oversight at all stages of the project lifecycle. We conduct rigorous internal reviews of project assumptions, pricing, and contractual terms, and require senior management approval prior to executing significant contracts. Our LNTP contracting process is a key risk mitigation tool, allowing us to perform site evaluations, advance engineering work, and better assess project-specific conditions before committing to a final contract price. Our self-perform model, supported by our trained workforce of more than 5,000 qualified craftworkers and technicians, standardized processes, and dedicated equipment fleet, provides us with direct control over safety, quality, scheduling, and labor productivity, which are key drivers of margin performance. In addition, our front-end engineering capabilities allow us to identify and mitigate design, permitting, procurement, and constructability risks prior to construction, supporting more predictable execution and reducing the likelihood of cost overruns.

As we continue to scale our operations, we expect to improve the predictability and efficiency of our project execution through enhanced project planning, more standardized execution processes, and increased coordination across procurement, labor, and project management functions. As our project volume and diversity grows, we expect the financial impact of any single project delay or cost overrun to become less pronounced relative to our overall results. We are increasingly leveraging historical project data and enhanced estimating tools to better assess site conditions, cost inputs, and execution risks prior to entering into contracts. Over time, we expect these efforts to further improve our margin consistency and reduce variability in project outcomes.

Our ability to convert backlog into revenue and profits on the timeline we expect

Our backlog represents the estimated $3.6 billion revenue from signed contracts and awarded projects that we expect to recognize in future periods and is a key indicator of our near-to medium-term revenues. We anticipate recognizing substantially all of our backlog into revenue within the next 18 to 30 months. However, backlog is not necessarily indicative of future revenue in a specific period, as projects may be delayed, modified, or cancelled due to factors outside of our control, including changes in customer financing, permitting timelines, grid interconnection, or shifts in customer priorities. While our contracts generally provide for payment for work performed and, in certain cases, termination fees, the timing and amount of revenue recognized from backlog may vary from our expectations.

We recognize revenue using the percentage-of-completion method based on costs incurred relative to total estimated costs, which requires judgment in estimating total project costs over the life of each contract.

Changes in these estimates may result in adjustments to previously recognized revenue. In addition, the timing of project milestones, equipment deliveries, and customer-directed scope changes can introduce variability in our quarterly results and have a meaningful impact on revenue and profit recognition in any given period.

Our model is designed to support efficient and predictable conversion of backlog into revenue and profit through a combination of disciplined project selection, phased contracting structures, and tight execution controls. Our use of LNTP agreements allows us to validate engineering, procurement, and site-specific assumptions prior to finalizing EPC contract pricing, which enhances cost visibility and reduces execution risk. Once projects move into construction, our self-perform capabilities and established supplier relationships provide greater control over critical path activities, supporting predictable execution and profit recognition.

Our ability to attract and retain skilled labor at predictable costs

Our projects are labor-intensive, and our profitability depends, in part, on securing sufficient skilled labor at predictable costs across multiple geographies and project timelines. Tight labor markets, regional wage

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inflation, and competition from other infrastructure, energy, and construction sectors can put significant upward pressure on wage rates, per diem costs, and other labor-related expenses. These pressures are often amplified in remote project locations where workforce availability is limited and mobilization costs are higher.

In addition to wage rates, our financial performance is sensitive to labor productivity at job sites. Variability in crew experience, site conditions, weather disruptions, and project complexity can result in productivity levels that differ from our initial estimates. Lower-than-expected productivity or inefficiencies in labor deployment, such as underutilization, overtime requirements, or rework, can increase total project costs and extend project schedules. These risks are particularly pronounced under lump sum EPC contracts, where we bear the financial impact of cost overruns and are generally unable to pass through incremental labor costs to customers. We maintain an extensive and actively curated database of more than 5,000 qualified craftworkers and technicians and operate a Department of Labor-approved Registered Apprenticeship Program to expand our pipeline of qualified workers. While these initiatives support our ability to staff projects, they require ongoing investment and may not fully offset broader labor shortages. Additionally, when we use subcontracted labor, we introduce further variability in labor cost, availability, and performance, as subcontractors are subject to the same market pressures.

As we continue to scale our operations, we expect to improve the efficiency of our workforce management and reduce per-employee administrative and overhead costs through increased standardization, centralized workforce planning, and investments in workforce management systems. However, our ability to realize these efficiencies will depend on maintaining sufficient project volume and effectively managing the complexity associated with a larger and more geographically dispersed workforce. Our ability to effectively forecast labor needs, negotiate competitive wage structures, and maintain high levels of workforce productivity is critical to achieving expected project margins. Failure to do so could result in margin compression, project delays, and reduced overall profitability.

Our ability to manage equipment vendors and potential supply chain constraints

Our projects require significant quantities of equipment and materials, including trackers, inverters, transformers, circuit breakers, and other balance-of-system components. Equipment that we procure typically represents approximately 40% of the total value of our EPC contracts, making effective supply chain management critical to project execution and financial performance. Supply chain conditions are influenced by global manufacturing capacity, transportation constraints, tariffs, and geopolitical factors, which can affect pricing and lead times. The timely availability of equipment is essential to maintaining project schedules and revenue recognition, particularly for constrained components such as high-voltage transformers and circuit breakers with extended lead times, while key solar components such as modules, trackers, and inverters are generally available in under six months, supporting more predictable procurement cycles.

Our contracting structure and procurement approach are designed to mitigate a significant portion of supply chain risk. Solar modules and batteries, which represent a substantial portion of total project cost, are typically purchased directly by our customers, limiting our exposure to price volatility and delivery risk on these components. In addition, our contracts generally allow us to pass through import tariffs and certain cost changes through change order mechanisms, shifting a portion of pricing risk to our customers. We further mitigate risk through supplier diversification, early procurement, and master supply agreements with key vendors that provide us with preferred pricing, secured capacity, and improved access to long-lead equipment.

As we scale our operations and increase procurement volumes, we expect to improve our purchasing leverage and supply chain planning capabilities, which may allow us to secure more favorable pricing, priority access to constrained components, and greater visibility into delivery timelines. We also expect to benefit from increased standardization of equipment specifications and more centralized procurement processes. Our ability to

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