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  4. [Form 4] SOLV Energy, Inc. Insider Trading Activity

SOLV Energy (MWH) major holder sells 315,390 Opco LLC Interests for cash

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

Rhea-AI Filing Summary

SOLV Energy Management Holdings LP reported open-market sale transactions in this Form 4 filing.

SOLV Energy Management Holdings LP, a 10% owner of SOLV Energy, Inc., reported an open-market style transaction involving its holdings in SOLV Energy Holdings LLC. The firm exchanged 315,390 Opco LLC Interests for cash in connection with underwriters fully exercising their option to buy additional Class A common stock in a follow-on offering at $36.00 per share, net of underwriting discounts and commissions. An equal number of Class B common shares were cancelled, and the reporting person now holds 22,647,345 Opco LLC Interests. The Opco units can be redeemed on a one-for-one basis for Class A shares or for cash, while the associated Class B stock carries voting rights but no economic rights, and the reporting person disclaims beneficial ownership beyond any pecuniary interest.

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Insider SOLV Energy Management Holdings LP
Role null
Sold 315,390 shs ($0.00)
Type Security Shares Price Value
Sale SOLV Energy Holdings LLC Interests 315,390 $0.00 --
Holdings After Transaction: SOLV Energy Holdings LLC Interests — 22,647,345 shares (Direct, null)
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, on behalf of its limited partners, 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 also 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. The Opco LLC Interests do not have an expiration date. Represents the direct exchange for cash of 315,390 Opco LLC Interests 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 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. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of the Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ASP Manager Corp., the general partner of the Reporting Person, has no pecuniary interest in the securities held by the Reporting Person.
Opco LLC Interests sold 315,390 interests Exchanged for cash in connection with follow-on offering
Effective price per interest $36.00 per Opco LLC Interest Equal to Class A public offering price, net of underwriting discounts
Holdings after transaction 22,647,345 Opco LLC Interests Total interests held by reporting person following sale
Net share direction 315,390 net-sell shares TransactionSummary netBuySellShares and netBuySellDirection
Public offering price $36.00 per Class A share Follow-on offering prospectus used to value Opco LLC Interests
Opco LLC Interests financial
"Represents the direct exchange for cash of 315,390 Opco LLC Interests held by the Reporting Person"
Class B common stock financial
"an equal number of shares of Class B common stock of the Issuer also 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
"public offering of Class A common stock pursuant to the prospectus dated May 28, 2026 ... (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.
pecuniary interest regulatory
"disclaims beneficial ownership of the reported securities except to the extent of the Reporting Person's pecuniary interest therein"
limited liability company agreement regulatory
"Pursuant to the limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC"
A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.
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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*
SOLV Energy Management Holdings LP
(Last)(First)(Middle)
590 MADISON AVENUE, 38TH FLOOR
(Street)
NEW YORK NEW YORK 10022
(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)
DirectorX10% 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)06/04/2026S315,390(3) (1)(2) (1)(2)Class A Common Stock315,390(3)(4)22,647,345D(5)(6)
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, on behalf of its limited partners, 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 also 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. The Opco LLC Interests do not have an expiration date.
3. Represents the direct exchange for cash of 315,390 Opco LLC Interests 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 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.
5. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of the Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
6. ASP Manager Corp., the general partner of the Reporting Person, has no pecuniary interest in the securities held by the Reporting Person.
SOLV Energy Management Holdings LP, by ASP Manager Corp., its general partner, by /s/ Eric L. Schondorf, as Vice President and Secretary06/05/2026
** 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 Management Holdings LP report for SOLV Energy (MWH)?

SOLV Energy Management Holdings LP reported exchanging 315,390 Opco LLC Interests for cash. This occurred when underwriters fully exercised their option to purchase additional Class A common stock in a follow-on offering at $36.00 per share, net of underwriting discounts and commissions.

How many SOLV Energy Holdings LLC Interests does the reporting holder own after this Form 4 transaction for MWH?

After the transaction, SOLV Energy Management Holdings LP holds 22,647,345 Opco LLC Interests. These interests can be redeemed for Class A common stock on a one-for-one basis or for cash, under the terms of the SOLV Energy Holdings LLC limited liability company agreement.

What price was effectively used for the SOLV Energy (MWH) Opco LLC Interests exchanged in this Form 4?

The transaction used an effective price per Opco LLC Interest equal to $36.00, matching the public offering price of Class A common stock in the follow-on offering, net of underwriting discounts and commissions. This links the LLC unit value directly to the Class A share offering price.

What happens to SOLV Energy Class B common stock when Opco LLC Interests are redeemed?

When Opco LLC Interests are redeemed, an equal number of Class B common shares held by the reporting person are surrendered and cancelled for no additional consideration. Each Class B share provides one vote but carries no economic rights, effectively separating voting control from economic ownership.

Does SOLV Energy Management Holdings LP claim full beneficial ownership of the reported MWH securities?

The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest. The filing states it should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose, limiting how its ownership is interpreted legally.

What role did the follow-on offering play in this SOLV Energy (MWH) Form 4 transaction?

The transaction stems from the full exercise of underwriters’ option to purchase additional Class A common stock in a follow-on offering. Proceeds from that offering funded the cash exchange of 315,390 Opco LLC Interests at the offering price, net of underwriting discounts and commissions.