SOLV Energy CEO redeems 55,257 MH Units to issuer

SOLV Energy, Inc. director and CEO George William Hershman reported a non-discretionary disposition to the issuer of 55,257 SOLV Energy Management Holdings LP Units.

Rhea-AI Filing Summary

SOLV Energy, Inc. director and CEO George William Hershman reported a non-discretionary disposition to the issuer of 55,257 SOLV Energy Management Holdings LP Units. These MH Units were automatically redeemed for cash in connection with the full exercise of the underwriters' option in a follow-on public offering of Class A common stock.

Each redeemed MH Unit corresponded to one Opco LLC Interest and one share of Class B common stock, which were simultaneously surrendered or cancelled under the partnership and LLC agreements. Following this automatic redemption, Hershman continues to hold 3,968,063 MH Units, so the transaction reflects a small portion of his overall indirect economic interest.

Insights

Equity compensation and capital markets analyst

Routine, automatic redemption tied to a follow-on offering, not an open-market sale.

The transaction records an automatic, non-discretionary redemption of 55,257 MH Units held by George William Hershman. It was triggered by the full exercise of underwriters’ option to purchase additional Class A common shares in a follow-on offering, as required by existing partnership and LLC agreements.

This is a disposition to the issuer, not a market sale, and effectively aligns partnership and LLC interests with the new capital structure after the offering. Hershman retains 3,968,063 MH Units, so the redeemed stake is relatively small compared with his remaining position.

Insider Trade Summary

Disposition: 55,257 shares

Disposition 1 txn

Insider Hershman George William

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	SOLV Energy Management Holdings LP Units	55,257	$0.00	$0.00

Holdings After Transaction: SOLV Energy Management Holdings LP Units — 3,968,063 contracts (Direct)

Footnotes (4)

1. F1. Pursuant to the Limited Partnership Agreement ("MH LPA") of SOLV Energy Management Holdings LP ("MH") and limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC ("Opco"), the Reporting Person is indirectly entitled to redeem common units of Opco ("Opco LLC Interests") held by MH 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 MH LPA and the Opco LLCA.
2. F2. (Continued from footnote 1) Upon a redemption of Opco LLC Interests by MH, an equal number of shares of Class B common stock of the Issuer held by MH will be surrendered to and cancelled by the Issuer for no additional consideration, and an equal number of limited partnership units in MH ("MH Units") held by the Reporting Person will be cancelled by MH. In accordance with the MH LPA, each share of Class B common stock held by MH entitles the Reporting Person to one vote per share but carries no economic rights. Opco LLC Interests and MH Units do not have an expiration date.
3. F3. In accordance with the terms of the MH LPA and Opco LLCA, represents the required, automatic and non-discretionary pro rata direct redemption for cash of 55,257 MH Units held by the Reporting Person (and the corresponding (i) surrender of an equal number of Opco LLC Interests held by MH and (ii) cancellation of an equal number of shares of Class B common stock of the Issuer held by MH) 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. F4. Represents a price per MH Unit 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

MH Units disposed: 55,257 units Price per MH Unit: $36.00 per unit MH Units after transaction: 3,968,063 units

3 metrics

MH Units disposed 55,257 units Automatic redemption tied to follow-on offering

Price per MH Unit $36.00 per unit Equal to Class A offering price net of underwriting discounts

MH Units after transaction 3,968,063 units Units held by Hershman following redemption

Key Terms

Limited Partnership Agreement, Opco LLC Interests, Class B common stock, Follow-On Offering

4 terms

Limited Partnership Agreement financial

"Pursuant to the Limited Partnership Agreement ("MH LPA") of SOLV Energy Management Holdings LP"

A limited partnership agreement is the legal rulebook that sets out how a limited partnership is run, naming who manages the business, how profits and losses are split, and what rights and responsibilities each partner has. For investors, it matters because it defines who makes decisions, how much liability they carry, how and when they can get their money back, and how returns are distributed—like a household budget and authority chart for a shared venture.

Opco LLC Interests financial

"redeem common units of Opco ("Opco LLC Interests") held by MH"

Class B common stock financial

"shares of Class B common stock of the Issuer held by MH 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did SOLV Energy (MWH) report for George William Hershman?

SOLV Energy reported that CEO and director George William Hershman disposed of 55,257 SOLV Energy Management Holdings LP Units. The units were automatically redeemed for cash by the issuer, not sold on the open market, under pre-existing partnership and LLC agreement terms.

Why were 55,257 MH Units redeemed in the SOLV Energy (MWH) Form 4?

The 55,257 MH Units were redeemed because underwriters fully exercised their option to purchase additional Class A common stock in a follow-on offering. This triggered a required, automatic and non-discretionary pro rata cash redemption of MH Units as specified in the governing partnership and LLC agreements.

What price was used for the redeemed MH Units in SOLV Energy (MWH)?

Each MH Unit was valued at a price equal to the Follow-On Offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions. This effectively tied the cash redemption value of the MH Units to the public offering price in the follow-on transaction.

How many SOLV Energy (MWH) MH Units does George William Hershman hold after this transaction?

After the automatic redemption of 55,257 MH Units, George William Hershman holds 3,968,063 MH Units. This indicates the disposition represented only a small fraction of his total indirect economic interest through SOLV Energy Management Holdings LP following the follow-on offering adjustments.

Is the SOLV Energy (MWH) Form 4 transaction an open-market sale of Class A shares?

No, the transaction is not an open-market sale of Class A common stock. It is an automatic, non-discretionary disposition to the issuer of MH Units, with corresponding cancellations of Opco LLC Interests and Class B shares, executed under existing agreements related to the follow-on offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 04:40 PM Learn about SEC filing dates

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^*

Hershman George William

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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 Management Holdings LP Units	(1)(2)	06/04/2026		D			55,257(3)	(1)(2)	(1)(2)	Class A Common Stock	55,257(3)	(4)	3,968,063	D

Explanation of Responses:

1. Pursuant to the Limited Partnership Agreement ("MH LPA") of SOLV Energy Management Holdings LP ("MH") and limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC ("Opco"), the Reporting Person is indirectly entitled to redeem common units of Opco ("Opco LLC Interests") held by MH 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 MH LPA and the Opco LLCA.

2. (Continued from footnote 1) Upon a redemption of Opco LLC Interests by MH, an equal number of shares of Class B common stock of the Issuer held by MH will be surrendered to and cancelled by the Issuer for no additional consideration, and an equal number of limited partnership units in MH ("MH Units") held by the Reporting Person will be cancelled by MH. In accordance with the MH LPA, each share of Class B common stock held by MH entitles the Reporting Person to one vote per share but carries no economic rights. Opco LLC Interests and MH Units do not have an expiration date.

3. In accordance with the terms of the MH LPA and Opco LLCA, represents the required, automatic and non-discretionary pro rata direct redemption for cash of 55,257 MH Units held by the Reporting Person (and the corresponding (i) surrender of an equal number of Opco LLC Interests held by MH and (ii) cancellation of an equal number of shares of Class B common stock of the Issuer held by MH) 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 MH Unit 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	06/05/2026
	** 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)