Forman Adam S 4
4 · SOLV Energy, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
SOLV Energy (MWH) CLO Adam Forman Redeems 18,148 Units
What Happened
Adam S. Forman, Chief Legal Officer and Secretary of SOLV Energy, reported a disposition by way of redemption of 18,148 MH Units on 2026-06-01. The units were redeemed for cash at a net price of $36.00 per unit, resulting in proceeds of $653,328. This was not an open‑market sale by Forman but a non‑discretionary, pro rata redemption tied to a follow‑on offering.
Key Details
- Transaction date: 2026-06-01; Form 4 filed: 2026-06-03 (timely filing).
- Type/code: Disposition to issuer (D) — derivative redemption of MH Units.
- Units redeemed: 18,148 MH Units at $36.00 per unit; total = $653,328.
- Resulting actions: Corresponding Opco LLC Interests and an equal number of Class B common shares held by MH were surrendered/cancelled per the agreements.
- Footnotes: Redemption was automatic, required and pro rata under the MH LPA and Opco LLCA in connection with the issuer’s follow‑on offering (see F1–F4).
- Shares owned after transaction: Not specified in the provided filing excerpt.
Context
This was a contractual redemption tied to a public follow‑on offering (affiliates of American Securities LLC and the Issuer); it reflects the mechanics of the partnership and company agreements (conversion/cash election) rather than an elective insider sale. Such automatic redemptions are common when LP interests have conversion/redemption features linked to public offerings.
Insider Transaction Report
- Disposition to Issuer
SOLV Energy Management Holdings LP Units
[F1][F2][F3][F4]2026-06-01−18,148→ 198,196 total→ Class A Common Stock (18,148 underlying)
Footnotes (4)
- [F1]Pursuant to the Limited Partnership Agreement ("MH LPA") of SOLV Energy Management Holdings LP ("MH") and limited liability company agreement ("Opco LLCA") of SOLV Energy Holdings LLC ("Opco"), the Reporting Person is indirectly entitled to redeem common units of Opco ("Opco LLC Interests") held by MH 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 MH LPA and the Opco LLCA.
- [F2](Continued from footnote 1) Upon a redemption of Opco LLC Interests by MH, an equal number of shares of Class B common stock of the Issuer held by MH will be surrendered to and cancelled by the Issuer for no additional consideration, and an equal number of limited partnership units in MH ("MH Units") held by the Reporting Person will be cancelled by MH. In accordance with the MH LPA, each share of Class B common stock held by MH entitles the Reporting Person to one vote per share but carries no economic rights. Opco LLC Interests and MH Units do not have an expiration date.
- [F3]In accordance with the terms of the MH LPA and Opco LLCA, represents the required, automatic and non-discretionary pro rata direct redemption for cash of 18,148 MH Units held by the Reporting Person (and the corresponding (i) surrender of an equal number of Opco LLC Interests held by MH and (ii) cancellation of an equal number of shares of Class B common stock of the Issuer held by MH) 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").
- [F4]Represents a price per MH Unit 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.