SOLV Energy Management Holdings LP 4
4 · SOLV Energy, Inc. · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
SOLV Energy (MWH) 10% Owner Sells 315,390 Shares
What Happened
SOLV Energy Management Holdings LP (a reported 10% owner) disposed of 315,390 securities on 2026-06-04 by redeeming OpCo LLC interests for cash in connection with the follow-on offering. The filing treats this as a derivative-based sale; the redemption price is disclosed in the filing footnotes as $36.00 per interest (net of underwriting discounts), for an aggregate cash amount of approximately $11,354,040. An equal number of the Issuer's Class B shares held by the Reporting Person were surrendered and cancelled.
Key Details
- Transaction date: 2026-06-04; filed: 2026-06-05 (timely).
- Reported shares/units redeemed: 315,390 OpCo LLC Interests.
- Price per interest (per footnote): $36.00 net; total proceeds ≈ $11,354,040.
- Resulted in cancellation of an equal number of Class B common shares held by the Reporting Person.
- Notable footnotes: redemption rights under the OpCo LLCA; Class B shares carry voting but no economic rights; this action followed full exercise of the underwriters’ option in the Follow‑On Offering.
- Beneficial ownership: the Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest; general partner ASP Manager Corp. has no pecuniary interest.
Context
This was a derivative redemption tied to a public follow-on offering (underwriters’ option exercise), not an open‑market individual insider sale. As a 10% institutional holder, this transaction reflects conversion/redemption mechanics under the OpCo LLC agreement rather than an individual executive trading on private information.
Insider Transaction Report
- Sale
SOLV Energy Holdings LLC Interests
[F1][F2][F3][F4][F5][F6]2026-06-04−315,390→ 22,647,345 total→ Class A Common Stock (315,390 underlying)
Footnotes (6)
- [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 315,390 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) 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 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]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.
- [F6]ASP Manager Corp., the general partner of the Reporting Person, has no pecuniary interest in the securities held by the Reporting Person.