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SOLV Energy (MWH) director cashes 6,170 Opco LLC Interests at $36 follow-on price

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

Rhea-AI Filing Summary

SOLV Energy, Inc. director Laura Ellen Stern reported a disposition of 6,170 SOLV Energy Holdings LLC Interests on a derivative basis. These Opco LLC Interests were exchanged directly for cash in connection with a public follow-on offering of Class A common stock at a price tied to the $36.00 offering price per share, net of underwriting discounts and commissions. An equal number of shares of Class B common stock held by her were cancelled in the process, and each Class B share carries one vote but no economic rights. Following this transaction, Stern holds 67,389 Opco LLC Interests, which remain redeemable on a one-for-one basis for Class A common stock or for cash under the Opco limited liability company agreement.

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Insider Stern Laura Ellen
Role Director
Type Security Shares Price Value
Disposition SOLV Energy Holdings LLC Interests 6,170 $0.00 $0.00
Holdings After Transaction: SOLV Energy Holdings LLC Interests — 67,389 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. (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. F3. Represents the direct exchange for cash of 6,170 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) 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. F4. 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 6,170 interests Exchanged for cash in connection with follow-on offering
Offering price reference $36.00 per share Public offering price of Class A common stock, net of underwriting discounts
Opco LLC Interests remaining 67,389 interests Holdings after the reported transaction
Redemption ratio 1:1 Each Opco LLC Interest redeemable for one share of Class A common stock or cash
Class B shares cancelled 6,170 shares Equal to Opco LLC Interests exchanged, carry one vote and no economic rights
Opco LLC Interests financial
"Represents the direct exchange for cash of 6,170 Opco LLC Interests held by the Reporting Person"
Class A common stock financial
"redeem common units of Opco for shares of Class A common stock of the Issuer"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
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.
underwriting discounts and commissions financial
"price per share of the Class A common stock net of any underwriting discounts or commissions"
Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.
limited liability company agreement ("Opco LLCA") financial
"Pursuant to the limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC"

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FAQ

What insider transaction did SOLV Energy (MWH) director Laura Ellen Stern report?
Laura Ellen Stern reported disposing of 6,170 SOLV Energy Holdings LLC Interests. These Opco LLC Interests were exchanged directly for cash in connection with a public follow-on offering of Class A common stock at a price linked to the offering terms.

At what price were Laura Ellen Stern’s Opco LLC Interests valued in the SOLV Energy (MWH) transaction?
The Opco LLC Interests were valued using a price of $36.00 per share of Class A stock. This amount reflects the public offering price in the follow-on offering, net of underwriting discounts and commissions, as applied per Opco LLC Interest.

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 67,389 Opco LLC Interests. This figure reflects her remaining ownership position in SOLV Energy Holdings LLC interests following the 6,170-unit cash exchange associated with the follow-on Class A common stock offering.

What happened to SOLV Energy (MWH) Class B common stock in Laura Ellen Stern’s transaction?
An equal 6,170 shares of Class B common stock were surrendered and cancelled. Those Class B shares provide one vote per share but carry no economic rights, so their cancellation primarily affects voting power rather than direct economic ownership.

How can SOLV Energy (MWH) Opco LLC Interests be redeemed under the Opco LLCA?
Opco LLC Interests may be redeemed on a one-for-one basis for Class A common stock or cash. The issuer can choose either shares of Class A common stock or a cash amount equal to the Class A offering price, in line with the Opco limited liability company agreement.

Why is the SOLV Energy (MWH) insider transaction tied to a follow-on offering?
The 6,170 Opco LLC Interests were exchanged for cash in connection with a follow-on Class A offering. The price per interest was based on the public offering price of $36.00 per Class A share, net of underwriting discounts and commissions described in the prospectus.
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)
06/01/2026		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 Holdings LLC Interests(1)(2)06/01/2026D6,170(3) (1)(2) (1)(2)Class A Common Stock6,170(3)(4)67,389D
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 6,170 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) 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-fact06/03/2026
** 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)

Source: View Original Filing on SEC EDGAR