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SOLV Energy (MWH) CEO in automatic redemption of 368,400 MH units tied to offering

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

Rhea-AI Filing Summary

SOLV Energy, Inc. director and CEO George William Hershman reported an automatic, non-discretionary disposition of 368,400 SOLV Energy Management Holdings LP (MH) units back to the issuer. This pro rata cash redemption was required under partnership agreements in connection with a public follow-on offering of Class A common stock at $36.00 per share. Following the transaction, Hershman directly holds 4,023,320 MH units, which are economically linked to Opco LLC Interests and paired Class B common stock that provide voting but no economic rights.

Positive

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Negative

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Insights

Filing shows automatic partnership-unit redemption tied to a follow-on offering.

The reporting shows 368,400 MH units were redeemed for cash and surrendered to the issuer under pre-set terms in the partnership and LLC agreements. The disposition is classified as a derivative transaction and not an open-market stock trade.

The footnotes explain this redemption is required, automatic and non-discretionary, occurring pro rata in connection with the follow-on Class A offering at $36.00 per share. The CEO retains 4,023,320 MH units after the event, indicating a large remaining economic interest.

Because this is a structural clean-up around a follow-on equity offering rather than a discretionary market sale, its informational value about the CEO’s view of the stock is limited. It primarily reflects how SOLV Energy organizes ownership and voting between Opco LLC Interests, MH units and Class B common stock.

Insider Hershman George William
Role Chief Executive Officer
Type Security Shares Price Value
Disposition SOLV Energy Management Holdings LP Units 368,400 $0.00 --
Holdings After Transaction: SOLV Energy Management Holdings LP Units — 4,023,320 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 368,400 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) in connection with the public offering of Class A common 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 redeemed 368,400 units Automatic cash redemption in connection with follow-on offering
Price per MH unit $36.00 per unit Equal to Class A follow-on offering price net of fees
MH units after transaction 4,023,320 units Direct holdings following redemption
Transaction code D (Disposition to issuer) Derivative transaction reported on Form 4
Underlying security 368,400 Class A shares equivalent Opco LLC Interests redeemable one-for-one into Class A stock or cash
SOLV Energy Management Holdings LP Units financial
"security_title: "SOLV Energy Management Holdings LP Units""
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"
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 by affiliates... (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.
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.
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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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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)06/01/2026D368,400(3) (1)(2) (1)(2)Class A Common Stock368,400(3)(4)4,023,320D
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 368,400 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) in connection with the public offering of Class A common 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-fact06/03/2026
** 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) report for George William Hershman?

SOLV Energy reported CEO George William Hershman disposed of 368,400 SOLV Energy Management Holdings LP units. The units were automatically redeemed for cash and returned to the issuer under existing partnership and LLC agreements, rather than through an open-market sale of Class A common stock.

Was the SOLV Energy (MWH) CEO’s 368,400-unit disposition an open-market stock sale?

No. The 368,400-unit disposition was a required, automatic cash redemption of MH units to the issuer. It occurred pro rata in connection with a public follow-on offering of Class A common stock, under the terms of the MH limited partnership and Opco LLC agreements.

What price was used for the redeemed SOLV Energy MH units in this Form 4?

The filing states a price per MH unit equal to the follow-on offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions. This pricing formula defines the cash paid in the automatic redemption of the 368,400 MH units.

How many SOLV Energy MH units does the CEO hold after the reported redemption?

After the automatic redemption of 368,400 MH units, the Form 4 shows George William Hershman directly holds 4,023,320 MH units. These units are economically tied to Opco LLC Interests and associated Class B common stock, which carries voting rights but no separate economic rights.

Why were SOLV Energy MH units redeemed in connection with a follow-on offering?

The footnotes explain the redemption was required under the MH limited partnership and Opco LLC agreements. In connection with the follow-on Class A offering, MH units were redeemed for cash, Opco LLC Interests were surrendered, and matching Class B shares were cancelled to keep the ownership structure aligned.

What is the relationship between MH units, Opco LLC Interests and SOLV Energy Class B common stock?

According to the filing, Opco LLC Interests can be redeemed for Class A shares or cash. When Opco Interests are redeemed, an equal number of Class B shares and MH units are cancelled. Each Class B share gives one vote but no economic rights, while MH units and Opco Interests carry the economic exposure.