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SOLV Energy (MWH) director exchanges Opco LLC Interests for cash in follow-on deal

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

Rhea-AI Filing Summary

SOLV Energy, Inc. director Steven J. Lerner reported a non-market transaction involving his ownership in SOLV Energy Holdings LLC. He disposed of 2,400 Opco LLC Interests to the issuer in exchange for cash equal to the follow-on offering price of Class A common stock.

The filing notes that each Opco LLC Interest is redeemable, at the issuer’s election, for either one share of Class A common stock or a cash payment based on the offering price. In connection with this cash exchange, an equal number of shares of Class B common stock were surrendered and cancelled, leaving Lerner with 172,366 Opco LLC Interests after the transaction.

Positive

  • None.

Negative

  • None.
Insider Lerner Steven J.
Role null
Type Security Shares Price Value
Disposition SOLV Energy Holdings LLC Interests 2,400 $0.00 --
Holdings After Transaction: SOLV Energy Holdings LLC Interests — 172,366 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 2,400 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 2,400 interests Disposition to issuer for cash tied to follow-on offering
Price per Opco LLC Interest $36.00 per interest Equal to public offering price of Class A, net of fees
Opco LLC Interests after transaction 172,366 interests Holdings following issuer disposition
Cancelled Class B shares 2,400 shares Equal to Opco LLC Interests exchanged for cash
Opco LLC Interests financial
"Represents the direct exchange for cash of 2,400 Opco LLC Interests held by the Reporting Person"
Class A common stock financial
"redeem common units of Opco for, at the Issuer's election, shares of Class A common stock"
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.
underwriters' option financial
"as a result of the full exercise of the underwriters' option to purchase additional shares of Class A common stock"
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*
Lerner Steven J.
(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)06/04/2026D2,400(3) (1)(2) (1)(2)Class A Common Stock2,400(3)(4)172,366D
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 2,400 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) director Steven J. Lerner report?

Steven J. Lerner reported disposing of 2,400 SOLV Energy Holdings LLC Opco Interests back to the issuer. The interests were exchanged for cash tied to the public follow-on offering price, and an equal number of Class B common shares were cancelled in the process.

How many SOLV Energy (MWH) Opco LLC Interests does Steven J. Lerner hold after this Form 4?

After the transaction, Steven J. Lerner holds 172,366 Opco LLC Interests. This reflects the disposition of 2,400 interests to the issuer for cash, along with cancellation of 2,400 corresponding Class B common shares as described in the filing’s footnotes.

Was Steven J. Lerner’s SOLV Energy (MWH) transaction an open-market sale?

No, the transaction was a disposition to the issuer, not an open-market sale. It involved exchanging 2,400 Opco LLC Interests for cash equal to the follow-on offering price, with related Class B common shares cancelled as part of the same structured arrangement.

How was the price for Steven J. Lerner’s SOLV Energy (MWH) Opco LLC Interests determined?

The price per Opco LLC Interest equaled the public offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions, as set in the follow-on offering referenced in the Form 4 footnotes.

What happens to Class B common stock when SOLV Energy (MWH) Opco LLC Interests are redeemed?

When Opco LLC Interests are redeemed, an equal number of Class B common shares held by the same holder are surrendered and cancelled. Each Class B share provides one vote but no economic rights, so the economic value sits in the Opco LLC Interests or Class A shares.

How are SOLV Energy (MWH) Opco LLC Interests exchangeable under the LLC agreement?

Under the Opco LLC agreement, Opco LLC Interests may be redeemed for either Class A common shares on a one-for-one basis or, at the issuer’s election and using follow-on offering proceeds, a cash payment based on the Class A public offering price, subject to stated terms.