STOCK TITAN

SOLV Energy (MWH) CLO sees 18,148 MH units redeemed in automatic follow-on adjustment

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

Rhea-AI Filing Summary

SOLV Energy, Inc. Chief Legal Officer and Secretary Adam S. Forman reported an automatic disposition of derivative interests tied to the company’s structure. On the transaction date, 18,148 SOLV Energy Management Holdings LP units ("MH Units") were redeemed for cash as a required, non-discretionary pro rata redemption under the partnership and LLC agreements.

The redemption correspondingly reduced related Opco LLC interests and Class B common stock held by the affiliated entities in connection with a follow-on public offering of Class A common stock at $36.00 per share, net of underwriting discounts and commissions. Following this transaction, Forman continues to hold 198,196 MH Units, indicating he retains a substantial indirect economic interest.

Positive

  • None.

Negative

  • None.

Insights

Routine, automatic equity structure cleanup tied to a follow-on offering.

The filing shows CLO Adam S. Forman had 18,148 MH Units redeemed for cash as a required, automatic pro rata transaction under the SOLV Energy Management Holdings LP and Opco agreements. The footnotes emphasize this was non-discretionary and linked to a registered follow-on offering of Class A common stock at $36.00 per share, net of underwriting costs.

This is a disposition to the issuer of partnership units economically tied to Opco LLC interests and Class B common stock, helping align the capital structure with the public offering. After the redemption, Forman still holds 198,196 MH Units, so only a small portion of his indirect interest was affected, and the action appears administrative rather than a directional bet on the stock.

Insider Forman Adam S
Role CLO & Secretary
Type Security Shares Price Value
Disposition SOLV Energy Management Holdings LP Units 18,148 $0.00 --
Holdings After Transaction: SOLV Energy Management Holdings LP Units — 198,196 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 18,148 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 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 redeemed 18,148 units Required automatic cash redemption linked to follow-on offering
Price per MH Unit $36.00 per unit Equal to Class A public offering price net of underwriting discounts
MH Units held after 198,196 units Forman’s remaining SOLV Energy Management Holdings LP units after transaction
Transaction code D Disposition to issuer of derivative MH Units
Security title SOLV Energy Management Holdings LP Units Derivative interests tied to Opco LLC Interests and Class B stock
Underlying security shares 18,148 shares Underlying Class A common stock equivalent noted in Form 4
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.
registration statement on Form S-1 regulatory
"pursuant to the prospectus dated May 28, 2026, and accompanying registration statement on Form S-1"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
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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*
Forman Adam S

(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)
CLO & Secretary
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)06/01/2026D18,148(3) (1)(2) (1)(2)Class A Common Stock18,148(3)(4)198,196D
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 18,148 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 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. Forman06/03/2026
** 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)

FAQ

What insider transaction did SOLV Energy (MWH) report for Adam S. Forman?

SOLV Energy reported that CLO Adam S. Forman had 18,148 SOLV Energy Management Holdings LP units automatically redeemed for cash. The disposition was required and non-discretionary under partnership agreements, representing a structured adjustment rather than an open-market trade in the company’s common stock.

Was Adam S. Forman’s SOLV Energy (MWH) transaction discretionary or automatic?

The transaction was automatic and non-discretionary. Footnotes state the 18,148 MH Units were redeemed as a required, pro rata direct redemption for cash under the MH LPA and Opco LLCA, triggered in connection with a follow-on public offering of SOLV Energy Class A common stock.

How many SOLV Energy Management Holdings LP units does Adam S. Forman hold after this Form 4?

After the reported transaction, Adam S. Forman holds 198,196 SOLV Energy Management Holdings LP units. This indicates that, despite the 18,148-unit redemption, he continues to maintain a significant indirect economic interest aligned with SOLV Energy’s underlying Opco LLC structure and governance framework.

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

The price per MH Unit was based on the public offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions. Footnotes state each MH Unit’s cash redemption value matched this net offering price in the follow-on equity transaction.

How is the SOLV Energy (MWH) insider transaction linked to the follow-on offering?

The redemption of 18,148 MH Units was executed in connection with a public follow-on offering of SOLV Energy Class A common stock under a May 28, 2026 prospectus. The agreements required a pro rata cash redemption when Opco LLC interests were redeemed using proceeds from that offering.

Did the SOLV Energy (MWH) Form 4 involve Class A or Class B common stock directly?

The Form 4 reports derivative MH Units tied to Opco LLC interests and Class B common stock. When Opco interests are redeemed for Class A shares or cash, an equal number of Class B shares is cancelled and MH Units are reduced, adjusting voting and economic rights within SOLV Energy’s Up-C structure.