SEC Form 4 · accession 0001193125-26-259781
SOLV Energy, Inc. · MWH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Adam Abram
Director
Period of report
Jun 4, 2026
Accepted (ET)
Jun 5, 2026 · 4:40 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,F1,F2 | — | Jun 4, 2026 | D | 1,319 | D | — | — | Class A Common Stock | 1,319 | 94,698 | D |
| SOLV Energy Holdings LLC InterestsF3,F4,F1,F2 | — | Jun 4, 2026 | D | 3,639 | D | — | — | Class A Common Stock | 3,639 | 261,304 | I |
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 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.
- 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. Opco LLC Interests do not have an expiration date.
- F3Represents the direct exchange for cash of 1,319 Opco LLC Interests directly held and 3,639 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) 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").
- 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.