SOLV Energy Management Holdings LP sold MWH

Footnotes

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.; (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.; 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").; 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.; 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.; ASP Manager Corp., the general partner of the Reporting Person, has no pecuniary interest in the securities held by the Reporting Person.