SEC Form 4 · accession 0001193125-26-255869
SOLV Energy, Inc. · MWH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SOLV Energy Management Holdings LP
10% Owner
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 5:51 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002065636
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SOLV Energy Holdings LLC InterestsF3,F4,F5,F6,F7,F1,F2 | — | Jun 1, 2026 | S | 2,102,601 | D | — | — | Class A Common Stock | 2,102,601 | 22,962,735 | D |
Explanation of responses
- F1Pursuant 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.
- 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.
- F3Represents 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").
- F4Represents 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.
- F5Amount 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.
- F6The 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.
- F7ASP Manager Corp., the general partner of the Reporting Person, has no pecuniary interest in the securities held by the Reporting Person.