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SOLV Energy (MWH) CCO in automatic 35,391-unit redemption tied to offering

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

Rhea-AI Filing Summary

SOLV Energy, Inc. Chief Commercial Officer David Harold Grubb Jr. reported an automatic, non-discretionary disposition to the issuer of 35,391 SOLV Energy Management Holdings LP units. The redemption for cash was triggered pro rata by the full exercise of underwriters' option in a follow-on Class A common stock offering, leaving 2,541,408 units reported as remaining.

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Insider Grubb David Harold Jr.
Role Chief Commercial Officer
Type Security Shares Price Value
Disposition SOLV Energy Management Holdings LP Units 35,391 $0.00 --
Holdings After Transaction: SOLV Energy Management Holdings LP Units — 2,541,408 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 35,391 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.
Units disposed 35,391 units Automatic issuer redemption of MH Units
Price per unit reference $36.00 per share Public offering price of Class A common stock
Units after transaction 2,541,408 units Total SOLV Energy Management Holdings LP units reported following transaction
Transaction type Disposition to issuer Code D derivative transaction on Form 4
Derivative transactions 1 transaction Single derivative disposition reported in this filing
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Opco LLC Interests financial
"redeem common units of Opco ("Opco LLC Interests") held by MH"
Class B common stock financial
"cancellation of an equal number of shares of Class B common stock of the Issuer"
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.
Limited Partnership Agreement financial
"Pursuant to the Limited Partnership Agreement ("MH LPA")"
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*
Grubb David Harold Jr.
(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)
Chief Commercial Officer
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)06/04/2026D35,391(3) (1)(2) (1)(2)Class A Common Stock35,391(3)(4)2,541,408D
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 35,391 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 insider transaction did SOLV Energy (MWH) disclose on this Form 4?

SOLV Energy reported its Chief Commercial Officer disposed of 35,391 SOLV Energy Management Holdings LP units. The transaction was an automatic, non-discretionary redemption to the issuer, tied to the underwriters’ full exercise of an option in a follow-on Class A common stock offering.

Was the SOLV Energy (MWH) insider transaction an open-market sale?

No, the transaction was not an open-market sale. It was a required, automatic and non-discretionary pro rata redemption of 35,391 partnership units to the issuer, executed in connection with the underwriters’ option exercise in a follow-on Class A common stock offering.

What price was used for the redeemed SOLV Energy management LP units?

The redeemed units used a price equal to the public offering price of $36.00 per share of Class A common stock. This amount was calculated net of underwriting discounts and commissions, matching the economics of the follow-on Class A share offering.

How many SOLV Energy management LP units does the insider report after this transaction?

After the automatic redemption of 35,391 SOLV Energy Management Holdings LP units, the reporting person shows 2,541,408 units remaining. This figure reflects the updated derivative position following the issuer disposition and associated capital markets activity described in the Form 4.

Why were SOLV Energy (MWH) partnership units redeemed in this Form 4 event?

The 35,391 units were redeemed due to a required, automatic pro rata mechanism in partnership and LLC agreements. This was triggered by the full exercise of underwriters’ option to purchase additional Class A common shares in a follow-on public offering by SOLV Energy and certain affiliates.

How are SOLV Energy Class B common shares affected by this redemption?

For each redeemed partnership unit, an equal number of Class B common shares held by the partnership are surrendered and cancelled. These Class B shares provide one vote per share but no economic rights, and their cancellation accompanies the underlying unit and Opco interest adjustments.