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SOLV Energy (MWH) director exchanges LLC interests for cash in offering

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

Rhea-AI Filing Summary

SOLV Energy, Inc. director Abram J Adam reported two dispositions of SOLV Energy Holdings LLC Interests to the issuer for cash. He exchanged 24,260 LLC interests held through a trust and 8,792 LLC interests held directly, each tied one-for-one to Class A common stock.

The transactions occurred in connection with a public follow-on offering of Class A common stock at $36.00 per share, net of underwriting discounts and commissions. An equal number of Class B common shares, which carry voting but no economic rights, were cancelled. Adam continues to hold 96,017 LLC interests directly and 264,943 LLC interests indirectly via a trust.

Positive

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Negative

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Insider Abram J Adam
Role null
Type Security Shares Price Value
Disposition SOLV Energy Holdings LLC Interests 8,792 $0.00 --
Disposition SOLV Energy Holdings LLC Interests 24,260 $0.00 --
Holdings After Transaction: SOLV Energy Holdings LLC Interests — 96,017 shares (Direct, null); SOLV Energy Holdings LLC Interests — 264,943 shares (Indirect, By Trust)
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 8,792 Opco LLC Interests directly held and 24,260 Opco LLC Interests indirectly 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"). 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.
Indirect LLC interests disposed 24,260 interests Exchanged for cash in connection with follow-on offering
Direct LLC interests disposed 8,792 interests Exchanged for cash in connection with follow-on offering
Price per LLC interest $36.00 per interest Equal to public offering price of Class A common stock, net of underwriting discounts and commissions
Direct LLC interests after transaction 96,017 interests Direct holdings following issuer disposition
Indirect LLC interests after transaction 264,943 interests Trust holdings following issuer disposition
Disposition transactions 2 derivative entries Both coded D as disposition to issuer
Opco LLC Interests financial
"Represents the direct exchange for cash of 8,792 Opco LLC Interests directly held and 24,260 Opco LLC Interests indirectly held"
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 to and cancelled"
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 paid in such offering"
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") regulatory
"Pursuant to the limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC ("Opco")"
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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*
Abram J Adam
(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)06/01/2026D8,792(3) (1)(2) (1)(2)Class A Common Stock8,792(3)(4)96,017D
SOLV Energy Holdings LLC Interests(1)(2)06/01/2026D24,260(3) (1)(2) (1)(2)Class A Common Stock24,260(3)(4)264,943IBy Trust
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 8,792 Opco LLC Interests directly held and 24,260 Opco LLC Interests indirectly 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

FAQ

What insider transaction did SOLV Energy (MWH) director Abram J Adam report?

Director Abram J Adam reported disposing of SOLV Energy Holdings LLC Interests back to the issuer for cash. The filing shows two derivative transactions involving 24,260 indirect and 8,792 direct LLC interests, each linked to Class A common stock on a one-for-one basis.

How many SOLV Energy (MWH) LLC interests did the director exchange for cash?

He exchanged 33,052 SOLV Energy Holdings LLC Interests in total, consisting of 24,260 indirectly held through a trust and 8,792 held directly. Each LLC interest corresponds to one share of Class A common stock under the company’s limited liability company agreement.

What price was used for Abram J Adam’s SOLV Energy (MWH) LLC interest dispositions?

The filing states a price of $36.00 per Opco LLC Interest, equal to the public offering price per share of Class A common stock in the follow-on offering, net of underwriting discounts and commissions, when calculating the cash consideration for the exchanged interests.

How many SOLV Energy (MWH) LLC interests does the director hold after the transactions?

After the dispositions, Abram J Adam holds 96,017 SOLV Energy Holdings LLC Interests directly and 264,943 LLC interests indirectly through a trust. These remaining holdings continue to be exchangeable into Class A common stock or cash under the terms of the Opco limited liability company agreement.

How are SOLV Energy (MWH) Class B common shares affected by these transactions?

An equal number of Class B common shares were surrendered and cancelled as the LLC interests were exchanged. Each Class B share carries one vote but no economic rights, so cancelling them adjusts voting power while the economic value is realized through cash tied to the Class A offering price.

What is the relationship between SOLV Energy (MWH) LLC interests and Class A common stock?

Under the SOLV Energy Holdings LLC agreement, common LLC interests are redeemable on a one-for-one basis for Class A common stock or for cash equal to the Class A share price, at the issuer’s election. This structure links the economic value of the LLC interests to the Class A stock.