Accelevation IPO: how the business makes money

Data center builders pay Accelevation to design, factory-build and install the power and equipment systems around their servers; materials and labor take most of that money.

• 01Two customers, not named in the filing, provided 61.2% of FY2025 revenue.
• 02Of every $100 of FY2025 revenue, materials took $35.7 and labor $24.6, and $4.9 was left as net income.

New shares sold by the company

$180M · 10 million shares

Shares sold by existing stockholders

20 million shares

Listed on

Nasdaq

Ticker

ACCV

Lock-up on existing holders

180 days

Listing date (as stated)

Sep 30, 2026

• 01New shares: the company received $170.55 million after underwriting discounts, before about $10.1 million of expenses. The 424B4 says all of it would repay debt.
• 02Existing shares: two Olympus-controlled entities received $341.1 million after discounts. None of that went to the company.
• 03The S-1/A filed Sep 22, 2026 gave an expected range of $20.00 to $24.00. The final price of $18.00 was below that range.
• 04Underwriters had a 30-day option on 4,500,000 more shares, all from the sellers. No filing through Nov 5, 2026 says whether it was exercised, so this page's counts assume it was not.
• 05Structure: Accelevation Holdings Corp. is a holding company that owns 53% of the operating business, Holdings LLC. Olympus keeps the other 47% through Accelevation Investment Holdings LLC, a setup known as an Up-C.
• 06Nasdaq's price table starts on Sep 30, 2026: open $17.55, close $17.95. That is 2.5% and 0.3% below $18.00 (Cityfort calculation from the 424B4 and Nasdaq's table).
• 07Nasdaq's closing price was $14.11 on Nov 3, 2026 and $11.70 on Nov 4, 2026, 35.0% below $18.00. On 225,000,000 shares that is about $2,632.5 million (Cityfort calculation from the Nov 4, 2026 closing price and the 424B4).
• 08No filing on EDGAR through Nov 5, 2026 explains the Nov 4 change, and no quarterly report has been filed yet.

The company, officers, directors, selling stockholders and holders of substantially all shares agreed not to sell for 180 days after Sep 29, 2026. Morgan Stanley and J.P. Morgan can release them earlier at their discretion.

Underwriters

11 named in the S-1 (lead: Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC)

Controlled company

The 424B4 says Accelevation is a controlled company under Nasdaq rules. It intends to rely on exemptions from a majority-independent board and from independent compensation and nominating committees.

Directed share programme

Up to 5% of the offered shares were set aside for directors, officers, employees, business associates and related persons, run by Morgan Stanley. Directors and officers who bought them face a 180-day lock-up.

Lead underwriters

Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC

Transfer agent

Vinyl Equity, Inc.

Source: Accelevation Holdings Corp. Form 424(b)(4) final prospectus dated Sep 29, 2026, filed Oct 1, 2026 (Registration No. 333-298715); Accelevation Holdings Corp. Form 8-K filed Oct 1, 2026 (underwriting agreement, IPO closing, governance agreements); Form 4 filed Oct 5, 2026 by OGP VIII, LLC, Accelevation Pubco Holdings LP, Accelevation Investment Holdings LLC and Robert S. Morris (period Oct 1, 2026) and 5 more

Learn: How to read an S-1: Anthropic's IPO registration statement · Dual-class shares: when votes and ownership don't match · IPO lock-up agreements: what they are and when they end

• Repay borrowings under the company's Credit AgreementAbout $170.6 million, before about $10.1 million of offering expenses. The company buys 10,000,000 Series A Units of Holdings LLC, which would repay the loans. Nothing is stated for other uses.$171M

That debt included term loans raised in June 2026, mainly to fund a $299.4 million distribution to certain members. On Oct 9, 2026 a new credit agreement repaid the old one in full, per the 8-K filed Oct 13, 2026.

Only the shares the company sells raise money for it; money from shares sold by existing stockholders goes to them.

Learn: IPO lock-up agreements: what they are and when they end

• SkyBridge modular platform (Infrastructure Solutions)

  A prefabricated, patent-pending unit that combines the frame, power distribution, liquid-cooling pipes and cable paths. The company says it can raise field-installation productivity by up to about 84% for certain jobs.

• TechFrame steel structures (Infrastructure Solutions)

  Floor-supported steel frames that hold racks and route power, cooling and network lines. The filing says it is in production and an established source of revenue.

• Airflow and cooling products (Infrastructure Solutions)

  Barriers that separate hot and cold air, plus systems ready for liquid cooling. Liquid-cooling products are an area of active expansion, per the filing.

• Installation and maintenance (Infrastructure Solutions)

  Its own field crews, about 800 people in June 2026, install, wire, test, maintain and later remove the equipment.

• Power Products

  Remote power panels rated 225 to 1,200 amps that sit near the racks, factory-built power cables called branch circuit whips, and power distribution units up to 1500 kVA.

• Largest customer (not named)

  44%

  of revenue

  Provided 44.2% of FY2025 revenue. The filing's label is per table, so it may not be the same customer in other periods.

• Second-largest customer (not named)

  17%

  of revenue

  Provided 17.0% of FY2025 revenue.

• All other customers

  39%

  of revenue

  The remaining 38.8% of FY2025 revenue (Cityfort calculation from 424B4 filed Oct 1, 2026). The filing does not split revenue between hyperscale, colocation and other operators.

1. 1Customers paid $447.8 million in FY2025. Customized solutions recognized over time were 84.0% of that.
2. 2Materials took $159.7 million, labor $110.3 million and other costs of goods $33.1 million. That left gross profit of $144.7 million.
3. 3Selling and overhead costs were $66.5 million, related-party fees $1.0 million and amortization $32.8 million. That left operating income of $44.3 million.
4. 4Interest and other non-operating items, net, took $21.6 million, and tax $0.9 million. The filing links the low tax to its pass-through structure.
5. 5$21.7 million was left as net income. In the six months to Jun 30, 2026, materials rose to $45.0 per $100 of revenue, from $35.7 in FY2025.

Each line = amount ÷ total money in × 100. Lines may not add to exactly $100 because of rounding.

• Steel, aluminum, copper and electrical parts

  Materials took $35.7 of every $100 of FY2025 revenue and $45.0 in the first half of 2026. Most are bought on purchase orders, and the company does not hedge commodity prices.

• Plants

  7 manufacturing sites in Ohio, Tennessee, Mississippi and Virginia, about 1.1 million sq ft, up from under 170,000 at the start of 2025. It owns Memphis and leases the rest.

• People

  About 1,716 full-time employees in June 2026, including about 800 in the field, 745 in manufacturing and 50+ engineers.

• Borrowed money

  A $250.0 million term loan and a $400.0 million revolving credit line from Oct 9, 2026, with $150.0 million of the line drawn at closing.

• Vertiv

  Named in the 424B4 in both white space and power distribution. The filing calls it the closest comparable company, with the most overlap.

• Schneider Electric

  Named in the 424B4 in both white space and power distribution.

• Eaton

  Named in the 424B4 in white space and, with its PDI business, in power distribution.

• Legrand

  Named in the 424B4 in power distribution, with its Starline business.

• Tate

  Named in the 424B4 in white space.

• Modular systems (SkyBridge)

  Early

  Modular bookings of about $700.0 million in the nine months since September 2025, as the company states

  The company says in its 424B4 that SkyBridge is its main way to move work from the field to the factory.

  Status: Early, too early to judge.

• Larger customers

  Working

  Average revenue per customer rose from about $0.7 million in 2023 to about $3.9 million in 2025 (424B4)

  Figures before 2025 come from the Predecessor, which the filing says is not comparable with later periods.

  Status: Working, on track against what the company said.

• More factory capacity

  Working

  About 1.1 million sq ft of manufacturing space in mid-2026, from under 170,000 at the start of 2025 (424B4)

  The company says its "Third Flight" site in Miamisburg, about 286,000 sq ft, will be operational in 2027.

  Status: Working, on track against what the company said.

• Buying smaller companies

  Working

  Three deals in 2025: Aura Energy $18.7 million, Earnest Solutions $6.0 million, SteelPro $43.5 million (424B4)

  The 424B4 lists selective acquisitions as a strategy. It also lists liquid cooling, services, retrofits and selective international work.

  Status: Working, on track against what the company said.

Status compares progress with what the company itself said it would do: Working = on track against what the company said; Mixed = partly on track; Behind = behind the company's own plan; New = recently announced; Early = too early to judge.

EBITDA here = operating income plus depreciation and amortization (from the cash flow statement). Fiscal years are the company's own (December 31). Net profit is the share belonging to the company's owners.

Accelevation says in its 424B4 that it is an emerging growth company, so the filing gives two audited years instead of three.

Learn: Stock-based compensation and dilution: pay that becomes shares

• Official (GAAP): Total net income, FY2025

  $21.7M

  Company's own measure: Adjusted EBITDA, FY2025

  $90.9M

  The company's measure: net income without interest, tax, depreciation and amortization, stock-based pay (what this means)stock-based payPay given as shares instead of cash, which spreads ownership more thinly. Learn more, public-company readiness costs, acquisition costs, sponsor fees, earnout changes, impairment and certain non-recurring items.

• Official (GAAP): Total net income, six months to Jun 30, 2026

  $19.3M

  Company's own measure: Adjusted EBITDA, six months to Jun 30, 2026

  $68.4M

  Same definition. It leaves out $8.6 million of public-company readiness costs in the period, among other items.

• Official (GAAP): Total net income, FY2025

  $21.7M

  Company's own measure: Adjusted Net Income, FY2025

  $64.9M

  The company's measure: net income without amortization of intangibles, stock-based pay, sponsor fees, public-company readiness and acquisition costs, earnout changes, impairment and other non-recurring items, after the tax effect.

• Official (GAAP): Revenue, six months to Jun 30, 2026

  $438M

  Company's own measure: Backlog, Jun 30, 2026

  $1.1B

  The company's measure: revenue not yet recognized on signed contracts and purchase orders, plus letters of intent and notices to proceed. It was $347.2 million at Jun 30, 2025. Customers may be able to cancel it. The filing does not give remaining performance obligations (what this means)remaining performance obligationsSigned contracts with customers that have not been billed yet., so revenue is shown as the nearest GAAP figure.

These are the company's own measures, defined by the company. They are not comparable across companies, and they are not added together. Each sits beside the nearest official (GAAP) figure.

Learn: Non-GAAP measures: what a company's "adjusted" numbers leave out · Stock-based compensation and dilution: pay that becomes shares

• Net debt of $619.5 million is a Cityfort calculation from 424B4 filed Oct 1, 2026: debt minus cash. It leaves out $133.3 million of restricted cash, loan money held in escrow and received in July.
• Net worth is members' equity. Total equity of $31.3 million also includes $5.8 million of noncontrolling interests.
• $90.0 million of distributions to members was accrued at Jun 30, 2026 and paid in July.
• The Oct 9, 2026 agreement is a $250.0 million term loan and a $400.0 million revolving credit line, maturing Oct 9, 2031. With cash on hand, the drawings repaid the old Credit Agreement in full, per the 8-K filed Oct 13, 2026.
• Interest is Term SOFR (a benchmark rate) plus 2.25% at first. The press release filed Oct 13, 2026 puts the old rate at SOFR plus 4.50% to 5.25%.
• The 424B4's as-adjusted debt of $479.9 million came before this agreement, so it is not the debt after the Oct 9 refinancing. No filing yet states a balance after that date.

From the prospectus table of principal stockholders. Holdings fall after the IPO when new shares are sold; the prospectus also shows the holding after the offering.

• Michael Rubiera

  Chief Executive Officer and director · since 2017

  Co-founder. CEO since founding Accelevation in 2017. May nominate one director while he holds at least 3% of the Class A and Class B shares, per the nomination agreement.

• Kenneth Krause

  Chief Financial Officer · since 2026

  Since Jun 15, 2026. Previously Chief Financial Officer of Rollins, Inc.

• Charles Hillman

  Chief Transformation Officer · since 2026

  In this role since Jun 15, 2026. He was Chief Financial Officer from May 2024 to June 2026.

• Brent Jewell

  Chief Operating Officer · since 2026

  Since Jun 15, 2026. Previously a president at Apogee Enterprises.

• Ericka Harrison

  Senior Vice President of Operations · since 2024

  Joined in September 2023 to run supply chain and procurement.

• Robert Morris

  Director · since 2026

  Founder, Chairman and CEO of Olympus Partners.

• Manu Bettegowda

  Director · since 2026

  Managing Partner at Olympus.

• Matt Boyd

  Director

  Partner at Olympus. The 424B4 lists him as a director, not a nominee.

• Matt Bujor

  Director · since 2026

  Principal at Olympus.

• Martin Durkin

  Director · since 2026

  Vice president at Olympus.

• Paul Donahue

  Director · since 2026

  Former Chief Executive Officer of Genuine Parts Company.

• Howard Heckes

  Director · since 2026

  Former Chief Executive Officer of Masonite International. Paid $30,000 a month for consulting through Dihedral from May 2026.

• Ginger Jones

  Director, audit committee chair · since 2026

  Former Chief Financial Officer of Cooper Tire & Rubber Company.

Auditor

Grant Thornton LLP, since 2026

Auditor changes

None in the period covered

Audit qualifications

None reported

Related-party dealings

Accelevation deals with its controlling owner and executives. It paid Olympus Advisors $250 thousand a quarter under an advisory agreement, about $1.0 million in FY2025. The 424B4 also describes a Tax Receivable Agreement with Olympus entities and a plant lease from a company owned by an executive.

Credit rating

No public credit rating found

• Olympus may nominate the whole board while it holds at least 40% of the shares it held at the offering. That right falls in steps to one director, and changing the board's size needs its consent.
• Under the Tax Receivable Agreement, Olympus entities get 85% of certain tax savings. At $18.00, the 424B4's illustration shows $589.8 million of payments over about 15 years.
• Olympus Advisors received $250 thousand a quarter, plus about $4.6 million of transaction costs in FY2025. The 424B4 says payments to Olympus are expected to cease upon the offering.
• About $8.0 million of professional service fees were payable to an affiliate in the first half of 2026, of which $3.5 million was unpaid.
• SteelPro leases its plant in Houston, Mississippi from Fox Red, a company owned by an executive. Accelevation consolidates Fox Red, which took a $7.1 million construction loan in April 2026.
• Olympus has demand and piggyback registration rights, which let it require or join later share sales.

Cases are listed as the offer document describes them. A pending case is an allegation until a court or regulator decides it.

• Concentration

  Two customers bring in most of the revenue

  Two customers provided 61.2% of FY2025 revenue, and the 424B4 expects concentration to persist. Neither is named.

  Watch The largest customers' share of revenue in the first 10-Q.

• Demand

  Backlog can be canceled

  The company's backlog was $1,111.3 million at Jun 30, 2026. The 424B4 says customers can cancel, cut or defer it, sometimes without significant penalty.

  Watch Backlog against revenue in the next filing.

• Demand

  Reliance on data center spending

  Substantially all revenue comes from data center customers. The 424B4 lists a slowdown in demand or customers' financing difficulty as a risk.

  Watch Revenue growth, which was 175.8% in the first half of 2026.

• Execution

  Fixed-price projects can lose money

  Fixed-price or committed-schedule contracts expose it to overruns and penalties. The first half of 2026 had $17.3 million of negative margin on loss contracts and a $9.4 million unfavorable catch-up.

  Watch Gross margin, which fell to 26.6% from 30.4%.

• Raw-material prices

  Metal prices and tariffs

  The company buys steel, aluminum and copper without hedging, and the 424B4 lists tariffs and trade measures as a risk. Materials rose to $45.0 per $100 of revenue in the first half of 2026. The filing ties higher material costs to revenue growth and a less favorable mix.

  Watch Materials as a share of revenue.

• Competition

  Large-scale competitors

  The 424B4 says it competes with large-scale, global companies and specialists, including Vertiv, Schneider Electric and Eaton. It says some competitors may have greater resources.

  Watch Whether customer shares and gross margin change in later filings.

• Debt

  Debt and loan conditions

  The Oct 9, 2026 agreement drew $400.0 million at closing. From Mar 31, 2027 it caps net leverage at 4.00x and requires fixed charge cover of at least 1.25x.

  Watch Debt and covenant disclosures in the first 10-Q.

• Governance

  Weak internal controls

  The 424B4 reports material weaknesses, including in governance, accounting staff, the financial close and IT controls.

  Watch Progress on the material weaknesses in later filings.

• One owner controls the votes

  Olympus holds about 85% of votes and nominates the board, and the 424B4 says its interests may conflict with other holders'. As a controlled company, Accelevation also gives fewer independence protections.

• Tax savings mostly go to Olympus entities

  The Tax Receivable Agreement pays them 85% of certain tax savings; the company keeps 15%. The 424B4 says payments will be substantial, and early termination or a change of control can trigger a lump sum.

• Most of the money went to the sellers

  Selling stockholders received $341.1 million after discounts and the company $170.55 million. The 424B4 says the company's share would repay debt.

• The company depends on its subsidiary

  Accelevation Holdings Corp. is a holding company that relies on distributions from Holdings LLC to pay its taxes, expenses and Tax Receivable Agreement payments.

• Dilution

  The 424B4 puts dilution at $19.67 a share at the $18.00 offering price, meaning buyers paid that much more than net tangible book value per share.

• Shares unlocked after 180 days

  195,000,000 shares are restricted after the offering, per the 424B4. Olympus also has registration rights, and later share sales are listed as a risk.

• No dividends expected

  The 424B4 says none are expected, and the Credit Agreement it describes restricted subsidiaries' payments.

• Advances to executives may not come back

  $22.1 million of Series P distributions is repayable if employment ends before they are earned. The 424B4 says these may not be recovered.

What does Accelevation do?

Accelevation Holdings Corp. (Nasdaq: ACCV), based in Miamisburg, Ohio, designs, manufactures and installs power distribution and equipment systems for the server halls of data centers. Its revenue was $447.8 million in FY2025, all in the US, per its 424B4 dated Sep 29, 2026.

How does Accelevation make money?

Accelevation's business model is selling customized projects and standard products to data center builders. In FY2025, customized solutions recognized over time brought 84.0% of its $447.8 million revenue, and standard products 16.0%, per its 424B4.

What is Accelevation's Infrastructure Solutions line?

Accelevation's Infrastructure Solutions line covers its SkyBridge prefabricated modular platform, TechFrame steel structures, airflow and cooling products, and installation and maintenance crews. Its 424B4 dated Sep 29, 2026 does not give revenue for this line.

What is Accelevation's Power Products line?

Accelevation's Power Products line covers remote power panels rated 225 to 1,200 amps, factory-built power cables called branch circuit whips, and power distribution units. Its 424B4 dated Sep 29, 2026 does not give revenue for this line.

What is Accelevation's revenue by segment?

Accelevation reports one segment, so its 424B4 gives no segment split. Revenue was $437.5 million in the six months to Jun 30, 2026: 83.0% recognized over time and 17.0% at a point in time.

Who are Accelevation's customers?

Accelevation sells to hyperscale, colocation and other large data center operators, and its 424B4 names none. Two customers provided 44.2% and 17.0% of its FY2025 revenue, 61.2% together.

Is Accelevation profitable?

Yes, on the figures in its 424B4. Net income to Accelevation was $21.7 million in FY2025 on revenue of $447.8 million, and $18.8 million in the six months to Jun 30, 2026 on revenue of $437.5 million.

Who owns Accelevation?

Funds of Olympus Partners, a private equity firm, hold about 85% of Accelevation's votes after the IPO, per its 424B4 dated Sep 29, 2026. Buyers in the offering hold 13.3% of all shares. Olympus bought control on Jan 2, 2025.

What was the Accelevation IPO?

Accelevation's IPO offered 30,000,000 Class A shares at $18.00, or $540.0 million, under its 424B4 dated Sep 29, 2026. The company sold 10,000,000 shares and Olympus-controlled sellers 20,000,000. Nasdaq's price table for ACCV starts on Sep 30, 2026.

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