Pearson Brandi Michelle 4
4 · SOLV Energy, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
SOLV Energy (MWH) Chief People Officer Brandi Pearson Redeems 40,397 Units
What Happened
Brandi Pearson, Chief People Officer of SOLV Energy (MWH), had 40,397 MH Units automatically redeemed to the issuer on June 1, 2026. The redemption was effected in connection with a follow‑on offering and resulted in a cash payment equal to the public offering price net of underwriting discounts — $36.00 per unit — for an approximate total of $1,454,292. This was a derivative disposition (redemption to the issuer), not an open‑market sale.
Key Details
- Transaction date: 2026-06-01; Form 4 filed: 2026-06-03 (timely).
- Price: $36.00 per MH Unit (public offering price net of underwriting discounts).
- Quantity: 40,397 MH Units redeemed for cash; total ≈ $1,454,292.
- Shares/units owned after transaction: not specified in the filing.
- Notable footnotes: redemption was an automatic, pro‑rata cash redemption of MH Units related to the Issuer’s follow‑on offering; corresponding Opco LLC Interests were surrendered and an equal number of Class B shares held by MH were cancelled. Class B shares carry voting but no economic rights.
- Transaction code: D (Disposition to issuer — redemption). Not a 10b5-1 sale or gift.
Context
This was a contractual, automatic redemption tied to a public follow‑on offering by the company and its affiliates — a routine structural conversion/cash-out of private partnership units rather than discretionary insider selling. Such redemptions are common when units provide redemption rights tied to public offerings and do not necessarily signal the insider’s view on the company’s future performance.
Insider Transaction Report
- Disposition to Issuer
SOLV Energy Management Holdings LP Units
[F1][F2][F3][F4]2026-06-01−40,397→ 441,177 total→ Class A Common Stock (40,397 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 40,397 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.