SOLV Energy Management Holdings LP 4
4 · SOLV Energy, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
SOLV Energy (MWH) 10% Owner Redeems 2.10M OpCo Interests for Cash
What Happened
- SOLV Energy Management Holdings LP (a reported 10% owner) disposed of 2,102,601 OpCo LLC interests on 2026-06-01. The interests were redeemed for cash in connection with SOLV Energy’s follow-on public offering; the filing treats this as a derivative disposition rather than a direct sale of Class A shares. The per-interest price (net of underwriting discounts/commissions) was $36.00, yielding approximately $75,693,636 in cash. An equal number of the Reporting Person’s Class B common shares were surrendered and cancelled for no additional consideration.
Key Details
- Transaction date: 2026-06-01; Form 4 filed 2026-06-03 (timely).
- Price: $36.00 per OpCo LLC interest (net of underwriting discounts/commissions).
- Quantity: 2,102,601 OpCo LLC interests redeemed; total cash ≈ $75.7M.
- Shares owned after transaction: not specified in the filing; the Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest (Footnote F6).
- Notable footnotes: redemption rights under the OpCo LLCA (F1); direct cash exchange tied to the Follow-On Offering (F3); Class B shares carry voting but no economic rights and were cancelled upon redemption (F2, F3); ASP Manager Corp. (general partner) has no pecuniary interest (F7).
Context
- This was a redemption of limited‑partner (OpCo) interests for cash in connection with a follow-on offering — an institutional liquidity event by a 10% owner, not a routine open‑market insider sale of Class A stock. The transaction cancelled matching Class B voting shares (which held voting but no economic rights). No options exercise, gifting, or 10b5-1 plan is indicated.
Insider Transaction Report
Form 4
SOLV Energy Management Holdings LP
10% Owner
Transactions
- Sale
SOLV Energy Holdings LLC Interests
[F1][F2][F3][F4][F5][F6][F7]2026-06-01−2,102,601→ 22,962,735 total→ Class A Common Stock (2,102,601 underlying)
Footnotes (7)
- [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.
- [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.
- [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").
- [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.
- [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.
- [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.
- [F7]ASP Manager Corp., the general partner of the Reporting Person, has no pecuniary interest in the securities held by the Reporting Person.
Signature
SOLV Energy Management Holdings LP, by ASP Manager Corp., its general partner, by /s/ Eric L. Schondorf, as Vice President and Secretary|2026-06-03