SOLV Energy (MWH) CTO’s 33K-unit automatic redemption under partnership terms
Rhea-AI Filing Summary
SOLV Energy, Inc. (MWH) reported that Chief Technology Officer Eric John Valleton had an automatic, non-discretionary pro rata redemption of 33,156 SOLV Energy Management Holdings LP Units. These MH Units correspond to 33,156 shares of Class A common stock and were priced at $27.77 per MH Unit, matching the sale price of Class A shares sold by SOLV Energy Management Holdings LP. Following this required redemption under the partnership and LLC agreements, Valleton directly holds 531,386 MH Units.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Valleton Eric John
Role
Chief Technology Officer
Sold
33,156 shs
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | SOLV Energy Management Holdings LP Units F1, F2, F3, F4 | 33,156 | -- | -- |
Holdings After Transaction:
SOLV Energy Management Holdings LP Units — 531,386 shares (Direct)
Footnotes (4)
- 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.
- F2. (Continued from footnote 1) Upon a redemption or direct exchange 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.
- F3. In accordance with the terms of the MH LPA and Opco LLCA, represents the required, automatic and non-discretionary pro rata redemption of 33,156 MH Units held by the Reporting Person (and the corresponding (i) direct exchange of an equal number of Opco LLC Interests held by MH and (ii) the cancellation of an equal number of shares of Class B common stock of the Issuer held by MH) in connection with the sale of Class A common stock by MH.
- F4. Represents a price per MH Unit equal to the sale price of $27.77 per share of Class A common stock sold by MH.
Key Figures
MH Units disposed: 33,156 MH Units
Underlying Class A common stock: 33,156 shares
Price per MH Unit: $27.77 per MH Unit
+2 more
5 metrics
MH Units disposed
33,156 MH Units
Required, automatic and non-discretionary pro rata redemption tied to MH’s sale of Class A common stock
Underlying Class A common stock
33,156 shares
One-for-one correspondence between Opco LLC Interests and Class A common stock in this redemption
Price per MH Unit
$27.77 per MH Unit
Equal to the sale price per share of Class A common stock sold by MH
MH Units held after transaction
531,386 MH Units
Direct holdings of Eric John Valleton following the reported redemption
Net shares sold (underlying)
33,156 shares
Net sell direction from transactionSummary for derivative transaction linked to Class A common stock
Key Terms
Limited Partnership Agreement, Opco LLC Interests, Class B common stock, non-discretionary pro rata redemption, +1 more
5 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.
non-discretionary pro rata redemption financial
"represents the required, automatic and non-discretionary pro rata redemption of 33,156 MH Units"
follow-on offering financial
"using proceeds from a substantially contemporaneous follow-on offering or secondary 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
What did SOLV Energy, Inc. (MWH) disclose about Eric John Valleton’s recent transaction?
The company disclosed that CTO Eric John Valleton had an automatic, non-discretionary pro rata redemption of 33,156 SOLV Energy Management Holdings LP Units, corresponding to 33,156 shares of Class A common stock, at a price of $27.77 per MH Unit in connection with a sale by MH.
How many SOLV Energy Management Holdings LP Units did Eric John Valleton dispose of in this Form 4 for MWH?
Eric John Valleton disposed of 33,156 SOLV Energy Management Holdings LP Units, which correspond to 33,156 underlying shares of SOLV Energy, Inc. Class A common stock, through an automatic, required pro rata redemption under the MH LPA and Opco LLCA.
What holdings does Eric John Valleton have after the reported transaction at SOLV Energy (MWH)?
After the reported redemption, Eric John Valleton directly holds 531,386 SOLV Energy Management Holdings LP Units. These units are linked, under the partnership and LLC agreements, to Opco LLC Interests that can be redeemed for Class A common stock or cash at the issuer’s election.
Was Eric John Valleton’s MWH transaction under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the event as a required, automatic and non-discretionary pro rata redemption under existing agreements, rather than a discretionary sale under a Rule 10b5-1 plan.
What price was used for Eric John Valleton’s redeemed MH Units in the MWH filing?
The redeemed MH Units used a price of $27.77 per MH Unit, which represents the sale price per share of Class A common stock sold by SOLV Energy Management Holdings LP in the related transaction.
How are MH Units and Opco LLC Interests treated in the SOLV Energy (MWH) structure?
Under the MH LPA and Opco LLCA, common units of Opco (Opco LLC Interests) held by MH can be redeemed for either Class A common stock on a one-for-one basis or a cash payment, with corresponding cancellation of Class B common stock and MH Units.
AI-generated analysis. How Rhea-AI works. Not financial advice.
