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SOLV Energy (MWH) director redeems 478 Opco LLC Interests in follow-on deal

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

Rhea-AI Filing Summary

SOLV Energy, Inc. director Nancy Stefanowicz reported a disposition of derivative interests tied to the company’s Class A common stock. She directly exchanged 478 SOLV Energy Holdings LLC Interests (Opco LLC Interests) for cash, with an equal number of her Class B common shares cancelled, in connection with the full exercise of the underwriters’ option in a follow-on public offering. The price per Opco LLC Interest was equal to the follow-on offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions. Following this issuer-related transaction, she continues to hold 34,329 Opco LLC Interests.

Positive

  • None.

Negative

  • None.

Insights

Director exchanged 478 Opco units for cash in a follow-on offering, retaining a large remaining position.

Director Nancy Stefanowicz disposed of 478 Opco LLC Interests through an issuer redemption tied to the full exercise of underwriters’ option in a Class A common stock follow-on offering. This was a structured exchange, not an open-market trade.

Each Opco LLC Interest is redeemable into either one share of Class A common stock or cash equal to the Class A offering price, here $36.00 per share net of underwriting costs. An equal number of Class B voting-only shares were cancelled, simplifying her capital structure.

After this transaction, she holds 34,329 Opco LLC Interests with no remaining derivative positions shown, indicating she retains substantial exposure. Given the modest size relative to her holdings and its link to a public offering, this looks like a routine issuer-facilitated liquidity event rather than a directional market bet.

Insider Stefanowicz Nancy
Role null
Type Security Shares Price Value
Disposition SOLV Energy Holdings LLC Interests 478 $0.00 --
Holdings After Transaction: SOLV Energy Holdings LLC Interests — 34,329 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 478 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 478 Opco LLC Interests Issuer disposition on 2026-06-04
Economic price per Opco LLC Interest $36.00 per Opco LLC Interest Equal to follow-on Class A offering price net of fees
Opco LLC Interests after transaction 34,329 Opco LLC Interests Post-transaction holdings of derivative security
Underlying Class A shares for disposed interests 478 shares of Class A common stock One-for-one underlying for Opco LLC Interests exchanged
Opco LLC Interests financial
"Represents the direct exchange for cash of 478 Opco LLC Interests held by the Reporting Person"
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.
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.
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.
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*
Stefanowicz Nancy
(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)06/04/2026D478(3) (1)(2) (1)(2)Class A Common Stock478(3)(4)34,329D
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 478 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 did SOLV Energy (MWH) director Nancy Stefanowicz report in this Form 4?

She reported an issuer-related disposition of 478 SOLV Energy Holdings LLC Interests in exchange for cash, with an equal number of Class B common shares cancelled, tied to a follow-on Class A common stock public offering.

How many SOLV Energy Opco LLC Interests did the director dispose of and at what economic price?

She exchanged 478 Opco LLC Interests for cash at a price equal to the follow-on offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions, as specified in the footnotes.

Was the SOLV Energy director’s transaction an open-market sale of Class A common stock?

No. The transaction was a direct exchange of 478 Opco LLC Interests for cash in connection with underwriters fully exercising an option in a follow-on Class A offering, accompanied by cancellation of corresponding Class B shares, not an open-market stock sale.

How many SOLV Energy Holdings LLC Interests does Nancy Stefanowicz hold after the reported transaction?

After the disposition, she holds 34,329 SOLV Energy Holdings LLC Interests. This figure reflects her remaining direct Opco LLC Interests as reported in the filing’s post-transaction holding balance for the derivative security.

What are SOLV Energy Opco LLC Interests and how do they relate to Class A common stock?

Under the SOLV Energy Holdings LLC agreement, Opco LLC Interests can be redeemed, at the issuer’s election, for either Class A common stock on a one-for-one basis or cash equal to the Class A share price, with associated Class B voting-only shares surrendered and cancelled.

What triggered the exchange of SOLV Energy Opco LLC Interests reported here?

The exchange resulted from the full exercise of the underwriters’ option to purchase additional Class A common stock in a follow-on public offering, as described in the prospectus dated May 28, 2026 and related Form S-1 registration statement referenced in the footnotes.