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Major SOLV Energy (MWH) holder swaps 2.1M Opco interests in $36 follow-on

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

Rhea-AI Filing Summary

SOLV Energy Management Holdings LP reported open-market sale transactions in this Form 4 filing.

SOLV Energy Management Holdings LP, a large owner of SOLV Energy, Inc., reported a derivative transaction involving its interests in SOLV Energy Holdings LLC. The entity exchanged 2,102,601 Opco LLC Interests, each exchangeable into one share of Class A common stock, for cash in connection with a public follow-on offering priced at $36.00 per share. An equal number of Class B common shares, which carry voting rights but no economic rights, were cancelled. After this cash exchange, the reporting entity still holds 22,962,735 Opco LLC Interests. The filer also states it disclaims beneficial ownership beyond any pecuniary interest.

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Insider SOLV Energy Management Holdings LP
Role 10% Owner
Sold 2,102,601 shs ($0.00)
Type Security Shares Price Value
Sale SOLV Energy Holdings LLC Interests 2,102,601 $0.00 $0.00
Holdings After Transaction: SOLV Energy Holdings LLC Interests — 22,962,735 shares (Direct)
Footnotes (7)
  1. F1. Pursuant to the limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC ("OpCo"), the Reporting Person is entitled to redeem, on behalf of its limited partners, 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 also 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. The Opco LLC Interests do not have an expiration date.
  3. F3. Represents the direct exchange for cash of 2,102,601 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 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.
  5. F5. Amount reflects Opco LLC Interests that were previously forfeited and cancelled for no consideration, which forfeiture and cancellation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(d) and Rule 16a-4(d) thereunder.
  6. F6. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of the Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  7. F7. ASP Manager Corp., the general partner of the Reporting Person, has no pecuniary interest in the securities held by the Reporting Person.
Opco LLC Interests exchanged 2,102,601 interests Exchanged for cash in follow-on offering
Exchange price $36.00 per interest Equal to Class A public offering price, net of discounts
Opco LLC Interests remaining 22,962,735 interests Holdings after the reported transaction
Underlying Class A shares 1-to-1 ratio Each Opco LLC Interest redeemable into one Class A share
Transaction date June 1, 2026 Date of reported derivative sale/exchange
Opco LLC Interests financial
"Represents the direct exchange for cash of 2,102,601 Opco LLC Interests held by the Reporting Person"
Class B common stock financial
"an equal number of shares of Class B common stock of the Issuer also 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 pursuant to the prospectus dated May 28, 2026 ... (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.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of the Reporting Person's pecuniary interest therein"
Section 16 regulatory
"shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did SOLV Energy Management Holdings LP report for SOLV Energy (MWH)?
SOLV Energy Management Holdings LP reported exchanging 2,102,601 Opco LLC Interests for cash. Each interest is redeemable for one share of Class A common stock, and the move occurred in connection with a public follow-on offering priced at $36.00 per share.

How many SOLV Energy (MWH) Opco LLC Interests were involved in the latest Form 4?
The filing shows 2,102,601 Opco LLC Interests were exchanged for cash. Each interest corresponds to one share of Class A common stock, and an equal number of Class B voting-only shares were cancelled at the same time under the operating agreement.

What price was used for the SOLV Energy (MWH) Opco LLC Interests exchange?
The Opco LLC Interests were valued at a price equal to the $36.00 public offering price per Class A share. This price was stated net of underwriting discounts and commissions in connection with SOLV Energy’s follow-on equity offering.

How many SOLV Energy (MWH) Opco LLC Interests does the reporting holder retain after the transaction?
After the transaction, the reporting holder shows ownership of 22,962,735 Opco LLC Interests. These interests remain exchangeable into Class A common stock under the limited liability company agreement, providing continued exposure to SOLV Energy’s equity.

What happened to the Class B common stock in the SOLV Energy (MWH) Form 4 transaction?
An equal number of Class B common shares were surrendered and cancelled when 2,102,601 Opco LLC Interests were exchanged. Each Class B share carries one vote but no economic rights, so cancellation removed voting power associated with the redeemed interests.

Does the SOLV Energy (MWH) reporting person claim full beneficial ownership of the securities?
The reporting person expressly disclaims beneficial ownership of the securities beyond any pecuniary interest. This means it does not concede full beneficial ownership under Section 16, limiting the scope of its acknowledged economic stake.
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*
SOLV Energy Management Holdings LP
(Last)(First)(Middle)
590 MADISON AVENUE, 38TH FLOOR
(Street)
NEW YORK NEW YORK 10022
(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)
DirectorX10% 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)06/01/2026S2,102,601(3) (1)(2) (1)(2)Class A Common Stock2,102,601(3)(4)22,962,735(5)D(6)(7)
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, on behalf of its limited partners, 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 also 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. The Opco LLC Interests do not have an expiration date.
3. Represents the direct exchange for cash of 2,102,601 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 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.
5. Amount reflects Opco LLC Interests that were previously forfeited and cancelled for no consideration, which forfeiture and cancellation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(d) and Rule 16a-4(d) thereunder.
6. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of the Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
7. ASP Manager Corp., the general partner of the Reporting Person, has no pecuniary interest in the securities held by the Reporting Person.
SOLV Energy Management Holdings LP, by ASP Manager Corp., its general partner, by /s/ Eric L. Schondorf, as Vice President and Secretary06/03/2026
** 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