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SOLV Energy (NYSE: MWH) director exchanges 926 Opco units in follow-on deal

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

Rhea-AI Filing Summary

SOLV Energy, Inc. director Laura Ellen Stern reported a disposition to the issuer of 926 SOLV Energy Holdings LLC Interests. These Opco LLC Interests were exchanged directly for cash at a price per interest equal to the $36.00 public offering price of Class A common stock in the company’s follow-on offering, with an equal number of Class B common shares cancelled. Following this transaction, Stern holds 66,463 Opco LLC Interests, indicating this was a relatively small, structured adjustment tied to the underwriters’ full exercise of their option in the follow-on offering rather than an open-market sale.

Positive

  • None.

Negative

  • None.
Insider Stern Laura Ellen
Role null
Type Security Shares Price Value
Disposition SOLV Energy Holdings LLC Interests 926 $0.00 --
Holdings After Transaction: SOLV Energy Holdings LLC Interests — 66,463 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 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 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. Opco LLC Interests do not have an expiration date. Represents the direct exchange for cash of 926 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 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 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.
Opco LLC Interests disposed 926 interests Issuer disposition reported on Form 4
Price per Opco LLC Interest $36.00 per interest Equal to Class A public offering price net of underwriting discounts
Opco LLC Interests after transaction 66,463 interests Holdings following issuer disposition
Underlying Class A common stock 926 shares One-for-one with 926 Opco LLC Interests exchanged
Cancelled Class B common shares 926 shares Surrendered and cancelled upon exchange for cash
SOLV Energy Holdings LLC Interests financial
"Represents the direct exchange for cash of 926 Opco LLC Interests held by the Reporting Person"
Opco LLC Interests financial
"Opco LLC Interests do not have an expiration date."
Class B common stock financial
"an equal number of shares of Class B common stock of the Issuer 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
"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 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.
underwriters' option financial
"as a result of the full exercise of the underwriters' option to purchase additional shares"
An underwriters' option is a short-term right given to the banks handling a new stock or bond sale to buy extra shares from the issuer, usually up to a fixed percentage, to stabilize the price after the offering. For investors this acts like a safety valve: it can reduce wild price swings by allowing underwriters to add or return shares as demand changes, which helps prevent a newly issued security from falling or spiking sharply.
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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*
Stern Laura Ellen
(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
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)06/04/2026D926(3) (1)(2) (1)(2)Class A Common Stock926(3)(4)66,463D
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 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 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. Opco LLC Interests do not have an expiration date.
3. Represents the direct exchange for cash of 926 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 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 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.
/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) report for Laura Ellen Stern?

SOLV Energy director Laura Ellen Stern reported a disposition of 926 SOLV Energy Holdings LLC Interests back to the issuer. This issuer disposition was part of a structured exchange tied to the company’s follow-on Class A common stock offering, not an open-market sale.

At what price were Laura Ellen Stern’s Opco LLC Interests valued in the SOLV Energy (MWH) transaction?

The 926 Opco LLC Interests were valued at $36.00 per interest, matching the public offering price of Class A common stock. This price was stated net of underwriting discounts and commissions in connection with the company’s follow-on equity offering.

How many SOLV Energy (MWH) Opco LLC Interests does Laura Ellen Stern hold after this Form 4 transaction?

After the transaction, Laura Ellen Stern holds 66,463 Opco LLC Interests. This shows the 926 interests exchanged represented a small fraction of her overall position, indicating a limited proportional change in her indirect economic exposure to SOLV Energy.

What happened to SOLV Energy (MWH) Class B common stock in Laura Ellen Stern’s transaction?

An equal 926 shares of Class B common stock held by Stern were surrendered and cancelled. Each Class B share carries one vote but no economic rights, so the cancellation mainly affects voting power associated with the exchanged Opco LLC Interests.

How is Laura Ellen Stern’s SOLV Energy (MWH) transaction linked to the follow-on offering?

The exchange was triggered by 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 paid for the 926 Opco LLC Interests at the offering price, net of underwriting discounts.

Does the SOLV Energy (MWH) Form 4 show an open-market sale by Laura Ellen Stern?

No, the Form 4 classifies the event as a disposition to the issuer of Opco LLC Interests. The cash exchange and related Class B share cancellation were structured under the Opco limited liability company agreement, not as an open-market stock sale on an exchange.