SOLV Energy (MWH) director exchanges Opco LLC units for cash in follow-on stock offering

Rhea-AI Filing Summary

SOLV Energy, Inc. director William C. Jackson reported an issuer-directed disposition of SOLV Energy Holdings LLC interests in connection with a follow-on public offering. He disposed of 3,027 Opco LLC Interests held directly and 12,327 Opco LLC Interests held indirectly through a trust, each exchangeable into an equal number of Class A common shares.

According to the footnotes, these Opco LLC Interests were exchanged for cash at a price per interest equal to the public offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions, and an equal number of Class B common shares were cancelled. After the transactions, Jackson still holds Opco LLC Interests both directly and indirectly, indicating this was a partial position adjustment rather than a full exit.

Insights

Equity compensation and capital markets analyst

Director’s disposition reflects a structured, issuer-directed exchange tied to a follow-on offering.

The filing shows William C. Jackson disposed of Opco LLC Interests via issuer-directed redemptions, not open-market selling. These interests are redeemable into Class A common stock or cash under the Opco limited liability company agreement, so movements here reflect capital structure mechanics.

Footnotes link the transaction to a follow-on public offering of Class A common stock at $36.00 per share, net of underwriting costs. Jackson exchanged 3,027 interests held directly and 12,327 interests held via a trust for cash, with a corresponding cancellation of Class B common shares that carry voting but no economic rights.

Because Jackson continues to hold Opco LLC Interests after these redemptions and there is no open-market trading, this looks like a routine liquidity and share-class simplification step aligned with the offering, rather than a discretionary bet on short-term share performance.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Jackson William C

Role null

Type	Security	Shares	Price	Value
Disposition	SOLV Energy Holdings LLC Interests	3,027	$0.00	--
Disposition	SOLV Energy Holdings LLC Interests	12,327	$0.00	--

Holdings After Transaction: SOLV Energy Holdings LLC Interests — 33,058 shares (Direct, null); SOLV Energy Holdings LLC Interests — 134,627 shares (Indirect, By Trust)

Footnotes (1)

1. Pursuant to the limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC ("Opco"), the Reporting Person is entitled to redeem common units of Opco ("Opco LLC Interests") for, at the Issuer's election, shares of Class A common stock of the Issuer ("Class A common stock") on a one-for-one basis or, using proceeds from a substantially contemporaneous follow-on offering or secondary offering, a cash payment equal to the price per share of the Class A common stock net of any underwriting discounts or commissions paid in such offering, in each case in accordance with the terms of the Opco LLCA. Upon a redemption of Opco LLC Interests, an equal number of shares of Class B common stock of the Issuer held by the Reporting Person will be surrendered to and cancelled by the Issuer for no additional consideration. (Continued from footnote 1) Each share of Class B common stock entitles the Reporting Person to one vote per share but carries no economic rights. Opco LLC Interests do not have an expiration date. Represents the direct exchange for cash of 3,027 Opco LLC Interests directly held and 12,327 Opco LLC Interests indirectly held by the Reporting Person (and the cancellation of an equal number of shares of Class B common stock of the Issuer held by the Reporting Person) in connection with the public offering of Class A common stock by affiliates of American Securities LLC and the Issuer pursuant to the prospectus dated May 28, 2026, and accompanying registration statement on Form S-1 (File No. 333-296238), of the Issuer (the "Follow-On Offering"). Represents a price per Opco LLC Interest equal to the public offering price in the Follow-On Offering of $36.00 per share of Class A common stock, net of underwriting discounts and commissions.

Key Figures

Direct Opco LLC Interests disposed: 3,027 interests Indirect Opco LLC Interests disposed: 12,327 interests Price per Opco LLC Interest: $36.00 per interest +2 more

5 metrics

Direct Opco LLC Interests disposed 3,027 interests Issuer-directed disposition on 2026-06-01

Indirect Opco LLC Interests disposed 12,327 interests Issuer-directed disposition via trust on 2026-06-01

Price per Opco LLC Interest $36.00 per interest Equal to follow-on Class A offering price net of fees

Direct Opco LLC Interests after transaction 33,058 interests Direct holdings following disposition on 2026-06-01

Indirect Opco LLC Interests after transaction 134,627 interests Indirect holdings via trust following disposition

Key Terms

SOLV Energy Holdings LLC Interests, limited liability company agreement, Class B common stock, Follow-On Offering, +1 more

5 terms

SOLV Energy Holdings LLC Interests financial

"Represents the direct exchange for cash of 3,027 Opco LLC Interests directly held and 12,327 Opco LLC Interests indirectly held"

limited liability company agreement financial

"Pursuant to the limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC ("Opco")"

A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.

Class B common stock financial

"an equal number of shares of Class B common stock of the Issuer held by the Reporting Person will be surrendered"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Follow-On Offering financial

"in connection with the public offering of Class A common stock ... (the "Follow-On Offering")"

A follow-on offering is when a company sells additional shares to the public after its initial stock listing to raise more cash. For investors it matters because the new shares increase the total number of shares outstanding, which can reduce each existing shareholder’s ownership share and earnings per share—similar to baking more loaves of bread after the first batch, which means each slice represents a slightly smaller piece of the whole; the funds raised can also support growth or pay debt.

registration statement on Form S-1 regulatory

"pursuant to the prospectus dated May 28, 2026, and accompanying registration statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jackson William C

(Last) (First) (Middle)

C/O SOLV ENERGY, INC.

16680 WEST BERNARDO DRIVE

(Street)

SAN DIEGO CALIFORNIA 92127

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SOLV Energy, Inc. [ MWH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SOLV Energy Holdings LLC Interests	(1)(2)	06/01/2026		D			3,027(3)	(1)(2)	(1)(2)	Class A Common Stock	3,027(3)	(4)	33,058	D
SOLV Energy Holdings LLC Interests	(1)(2)	06/01/2026		D			12,327(3)	(1)(2)	(1)(2)	Class A Common Stock	12,327(3)	(4)	134,627	I	By Trust

Explanation of Responses:

1. Pursuant to the limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC ("Opco"), the Reporting Person is entitled to redeem common units of Opco ("Opco LLC Interests") for, at the Issuer's election, shares of Class A common stock of the Issuer ("Class A common stock") on a one-for-one basis or, using proceeds from a substantially contemporaneous follow-on offering or secondary offering, a cash payment equal to the price per share of the Class A common stock net of any underwriting discounts or commissions paid in such offering, in each case in accordance with the terms of the Opco LLCA. Upon a redemption of Opco LLC Interests, an equal number of shares of Class B common stock of the Issuer held by the Reporting Person will be surrendered to and cancelled by the Issuer for no additional consideration.

2. (Continued from footnote 1) Each share of Class B common stock entitles the Reporting Person to one vote per share but carries no economic rights. Opco LLC Interests do not have an expiration date.

3. Represents the direct exchange for cash of 3,027 Opco LLC Interests directly held and 12,327 Opco LLC Interests indirectly held by the Reporting Person (and the cancellation of an equal number of shares of Class B common stock of the Issuer held by the Reporting Person) in connection with the public offering of Class A common stock by affiliates of American Securities LLC and the Issuer pursuant to the prospectus dated May 28, 2026, and accompanying registration statement on Form S-1 (File No. 333-296238), of the Issuer (the "Follow-On Offering").

4. Represents a price per Opco LLC Interest equal to the public offering price in the Follow-On Offering of $36.00 per share of Class A common stock, net of underwriting discounts and commissions.

	/s/ Adam S. Forman, attorney-in-fact	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did SOLV Energy (MWH) director William C. Jackson report?

William C. Jackson reported an issuer-directed disposition of Opco LLC Interests. He exchanged 3,027 interests held directly and 12,327 interests held indirectly through a trust for cash, tied to a follow-on public offering of Class A common stock.

Was the SOLV Energy (MWH) insider transaction an open-market sale of common stock?

No, it was an issuer-directed disposition of Opco LLC Interests. These interests are redeemable into Class A common stock or cash, and were exchanged directly with the issuer in connection with a follow-on public offering, rather than sold in the open market.

What price was used for William C. Jackson’s SOLV Energy Opco LLC Interests exchange?

The Opco LLC Interests were exchanged for cash at a price per interest equal to the follow-on offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions, as described in the Form 4 footnotes.

How many SOLV Energy Opco LLC Interests did William C. Jackson dispose of directly and indirectly?

He disposed of 3,027 Opco LLC Interests held directly and 12,327 Opco LLC Interests held indirectly via a trust. Each interest is exchangeable on a one-for-one basis into Class A common stock or cash under the Opco limited liability company agreement.

What happened to William C. Jackson’s Class B common stock in the SOLV Energy transaction?

An equal number of Class B common shares to the Opco LLC Interests exchanged were surrendered and cancelled. Class B shares provide one vote per share but carry no economic rights, so the transaction simplified his voting structure alongside the cash redemption.

How is the SOLV Energy follow-on offering related to this Form 4 filing?

The exchange of Opco LLC Interests was completed in connection with a public follow-on offering of Class A common stock under a Form S-1 registration. The cash price per interest matched the offering price, net of underwriting discounts and commissions, aligning insider redemptions with the deal.