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SOLV Energy (NYSE: MWH) SVP reports automatic redemption of 1,122 MH Units

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

Rhea-AI Filing Summary

SOLV Energy, Inc. SVP, Controller and PAO Ronald B. Stark reported a disposition of derivative interests tied to the company’s structure. On June 4, 2026, he disposed of 1,122 SOLV Energy Management Holdings LP Units in a transaction coded as a disposition to the issuer.

Footnotes explain this was a required, automatic and non-discretionary cash redemption of MH Units, triggered by the full exercise of the underwriters’ option to purchase additional Class A common stock in a follow-on public offering. Each redeemed MH Unit corresponded to one Opco LLC Interest and one share of Class B common stock surrendered and cancelled, at an effective price per MH Unit equal to the $36.00 public offering price per share of Class A common stock, net of underwriting discounts and commissions. Following the transaction, Stark holds 80,589 MH Units.

Positive

  • None.

Negative

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Insights

Routine, automatic partnership-unit redemption tied to a follow-on stock offering.

The transaction shows Ronald B. Stark disposing of 1,122 SOLV Energy Management Holdings LP Units through a disposition to the issuer. Footnotes clarify this was an automatic, non-discretionary cash redemption under partnership and LLC agreements, not an open-market trade.

The redemption was triggered by underwriters fully exercising their option to buy additional Class A shares in a follow-on offering at $36.00 per share, net of underwriting costs. Each MH Unit corresponded to one Opco LLC Interest and one Class B share that were also surrendered and cancelled.

After the transaction, Stark still holds 80,589 MH Units, indicating this was a relatively small structural adjustment within a larger ownership position. As a mechanistic event linked to the offering terms, it carries limited signaling value about his view of the company’s prospects.

Insider Stark Ronald B
Role SVP, Controller and PAO
Type Security Shares Price Value
Disposition SOLV Energy Management Holdings LP Units 1,122 $0.00 --
Holdings After Transaction: SOLV Energy Management Holdings LP Units — 80,589 shares (Direct, null)
Footnotes (1)
  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. (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. 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 1,122 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"). 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.
MH Units disposed 1,122 units Required automatic redemption on June 4, 2026
MH Units held after 80,589 units Total SOLV Energy Management Holdings LP Units post-transaction
Effective price per MH Unit $36.00 per unit Equal to Class A offering price net of underwriting costs
Transaction date June 4, 2026 Date of disposition to issuer
Underlying Class A common stock 1,122 shares Underlying security shares corresponding to MH Units disposed
Limited Partnership Agreement financial
"Pursuant to the Limited Partnership Agreement ("MH LPA") of SOLV Energy Management Holdings LP ("MH")"
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 for, at the Issuer's election"
Class B common stock financial
"an equal number of 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.
underwriters' option financial
"as a result of the full exercise of the underwriters' option to purchase additional shares of Class A common stock"
An underwriters' option is a short-term right given to the banks handling a new stock or bond sale to buy extra shares from the issuer, usually up to a fixed percentage, to stabilize the price after the offering. For investors this acts like a safety valve: it can reduce wild price swings by allowing underwriters to add or return shares as demand changes, which helps prevent a newly issued security from falling or spiking sharply.
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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*
Stark Ronald B
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Controller and PAO
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 Management Holdings LP Units(1)(2)06/04/2026D1,122(3) (1)(2) (1)(2)Class A Common Stock1,122(3)(4)80,589D
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 1,122 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-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 did SOLV Energy (MWH) insider Ronald B. Stark report in this Form 4?

Ronald B. Stark reported disposing of 1,122 SOLV Energy Management Holdings LP Units. The transaction was coded as a disposition to the issuer and structured as an automatic cash redemption of partnership units tied to the company’s follow-on Class A common stock offering.

Was Ronald B. Stark’s MWH transaction an open-market sale of common stock?

No. The filing describes a disposition of partnership units, not an open-market stock sale. It was a required, automatic redemption of MH Units, linked to underwriters fully exercising their option in a follow-on Class A common stock offering at a defined price.

How many SOLV Energy Management Holdings LP Units did Ronald B. Stark redeem?

He redeemed 1,122 SOLV Energy Management Holdings LP Units. Footnotes state this represented a pro rata redemption, with corresponding surrender of an equal number of Opco LLC Interests and cancellation of an equal number of Class B common shares held by the partnership entity.

What price was used for Ronald B. Stark’s redeemed MH Units in MWH?

The footnotes state a price per MH Unit equal to the public offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions. This links the redemption economics directly to the follow-on offering pricing terms for Class A shares.

How many SOLV Energy Management Holdings LP Units does Ronald B. Stark hold after this transaction?

After the reported disposition, Stark’s total holdings are 80,589 SOLV Energy Management Holdings LP Units. This indicates the 1,122-unit redemption was a relatively small portion of his overall partnership-unit position within the company’s ownership structure.

What triggered the automatic redemption of Ronald B. Stark’s MH Units at SOLV Energy (MWH)?

The redemption was triggered by the full exercise of underwriters’ option to purchase additional Class A common stock in a follow-on offering. Under the MH LPA and Opco LLCA, this required a pro rata cash redemption of MH Units and related equity adjustments.