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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SOLV Energy, Inc. director William C. Jackson reported a non-market disposition of SOLV Energy Holdings LLC Interests to the issuer. A trust associated with him disposed of 1,849 Opco LLC Interests and he directly disposed of 454 Opco LLC Interests, both tied to underlying Class A common stock.

According to the footnotes, these interests were exchanged for cash at a price per Opco LLC Interest equal to the public offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions, in connection with the full exercise of the underwriters’ option in a follow-on public offering. After these transactions, indirect holdings reported total 132,778 Opco LLC Interests and direct holdings total 32,604 Opco LLC Interests.

Positive

  • None.

Negative

  • None.

Insights

Director returned LLC interests to the issuer for cash in a routine follow-on offering-related transaction.

The filing shows director William C. Jackson disposing of Opco LLC Interests back to the issuer, not selling in the open market. Code D indicates a disposition to the issuer, and both direct and trust-held positions were involved.

Footnotes link the event to the full exercise of underwriters' option in a follow-on Class A common stock offering at $36.00 per share, net of underwriting discounts and commissions. This is a structured exchange mechanism under the Opco limited liability company agreement rather than discretionary trading.

Post-transaction, Jackson still reports substantial positions: 132,778 Opco LLC Interests held indirectly and 32,604 directly. The absence of remaining derivatives in the derivative summary suggests these are ongoing equity interests, and the transactions appear to be part of offering mechanics rather than a directional view on the stock.

Insider Jackson William C
Role null
Type Security Shares Price Value
Disposition SOLV Energy Holdings LLC Interests 454 $0.00 --
Disposition SOLV Energy Holdings LLC Interests 1,849 $0.00 --
Holdings After Transaction: SOLV Energy Holdings LLC Interests — 32,604 shares (Direct, null); SOLV Energy Holdings LLC Interests — 132,778 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 454 Opco LLC Interests directly held and 1,849 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) as a result of the full exercise of the underwriters' option to purchase additional shares of Class A common stock 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.
Indirect Opco LLC Interests disposed 1,849 interests Issuer disposition via trust on June 4, 2026
Direct Opco LLC Interests disposed 454 interests Issuer disposition on June 4, 2026
Price per Opco LLC Interest $36.00 Equal to follow-on Class A public offering price, net of discounts
Indirect holdings after transaction 132,778 interests Opco LLC Interests held indirectly following dispositions
Direct holdings after transaction 32,604 interests Opco LLC Interests held directly following dispositions
Underlying security Class A Common Stock Each Opco LLC Interest redeemable one-for-one under LLC agreement
SOLV Energy Holdings LLC Interests financial
"Represents the direct exchange for cash of 454 Opco LLC Interests directly held and 1,849 Opco LLC Interests indirectly held"
Class A common stock financial
"shares of Class A common stock of the Issuer ("Class A common stock") on a one-for-one basis"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
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.
underwriting discounts and commissions financial
"price per share of the Class A common stock net of any underwriting discounts or commissions paid in such offering"
Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
SOLV Energy Holdings LLC Interests(1)(2)06/04/2026D454(3) (1)(2) (1)(2)Class A Common Stock454(3)(4)32,604D
SOLV Energy Holdings LLC Interests(1)(2)06/04/2026D1,849(3) (1)(2) (1)(2)Class A Common Stock1,849(3)(4)132,778IBy 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 454 Opco LLC Interests directly held and 1,849 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) as a result of the full exercise of the underwriters' option to purchase additional shares of Class A common stock 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-fact06/05/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Director William C. Jackson reported dispositions of SOLV Energy Holdings LLC Interests back to the issuer. The filing shows 1,849 Opco LLC Interests disposed indirectly via a trust and 454 disposed directly, all classified as issuer dispositions rather than open-market sales.

Was the SOLV Energy (MWH) Form 4 transaction an open-market sale of Class A common stock?

The Form 4 does not show an open-market sale of Class A common stock. It reports dispositions of Opco LLC Interests to the issuer, tied to a structured cash exchange mechanism connected to a follow-on public offering at a defined price per interest.

How many SOLV Energy Holdings LLC Interests did William C. Jackson dispose of in this Form 4?

The filing reports dispositions of 1,849 Opco LLC Interests held indirectly by a trust and 454 Opco LLC Interests held directly. Each Opco LLC Interest is redeemable on a one-for-one basis for Class A common stock or a cash payment, according to the described LLC agreement terms.

What price was used for the SOLV Energy (MWH) Opco LLC Interests exchange in this transaction?

The footnotes state a price per Opco LLC Interest equal to the public offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions. This price applied in connection with the follow-on Class A common stock offering.

How did the SOLV Energy (MWH) follow-on offering relate to Jackson’s Form 4 transaction?

The transaction is described as a direct exchange for cash of Opco LLC Interests resulting from the full exercise of underwriters’ option to purchase additional Class A shares in a follow-on offering. That follow-on offering used a prospectus dated May 28, 2026, under a Form S-1 registration statement.

What are William C. Jackson’s reported holdings after this SOLV Energy (MWH) Form 4 transaction?

After the reported dispositions, Jackson’s indirect holdings are shown as 132,778 Opco LLC Interests, and his direct holdings total 32,604 Opco LLC Interests. These figures reflect remaining equity-linked interests following the issuer disposition described in the Form 4.