Pearson Brandi Michelle 4
4 · SOLV Energy, Inc. · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
SOLV Energy (MWH) CPO Brandi Pearson Redeems Units for Cash
What Happened
Brandi Michelle Pearson, Chief People Officer of SOLV Energy, had 6,059 MH Units (derivative interests) automatically redeemed for cash on June 4, 2026. The redemption price was $36.00 per unit (the net public offering price in the follow-on offering), resulting in proceeds of approximately $218,124. This was recorded as a disposition of a derivative security (transaction code D) and was non‑discretionary — an automatic pro rata redemption tied to the underwriters’ full exercise of their option in the follow-on offering.
Key Details
- Transaction date: 2026-06-04; Form 4 filed: 2026-06-05 (timely filing).
- Quantity redeemed: 6,059 MH Units; price per unit: $36.00; approximate proceeds: $218,124.
- Transaction type: Disposition of derivative security (D) — automatic pro rata redemption for cash.
- Shares owned after transaction: Not specified in the provided filing details.
- Notable footnotes: Redemption was required and automatic under the MH LPA and Opco LLCA due to the full exercise of the underwriters’ option in the follow-on offering; corresponding Class B common shares held by MH were surrendered and MH Units cancelled.
Context
This was a derivative redemption tied to a follow-on offering by the company and affiliates — essentially a contractual, automatic conversion/cash-out of partnership units rather than an independent open‑market sale by the insider. Such redemptions commonly occur as part of financing transactions and do not necessarily reflect the insider’s personal trading decision.
Insider Transaction Report
- Disposition to Issuer
SOLV Energy Management Holdings LP Units
[F1][F2][F3][F4]2026-06-04−6,059→ 435,118 total→ Class A Common Stock (6,059 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 6,059 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) 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").
- [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.