Funds tied to SOLV Energy (MWH) sell 12,550,176 shares in follow-on

Rhea-AI Filing Summary

Entities associated with American Securities LLC and ASP VIII Alternative Investments Solstice LP reported significant sales tied to SOLV Energy, Inc. Class A common stock in connection with a follow-on offering. The filing shows 7,698,410 shares of Class A common stock sold indirectly and 4,851,766 SOLV Energy Holdings LLC interests (Opco LLC Interests) disposed of, each Opco LLC Interest corresponding to one share of Class A common stock.

Footnotes explain that ASP Investco, ASP SOLV Aggregator and New ASP executed these transactions as part of a public offering at a price of $36.00 per share, net of underwriting discounts and commissions. After the transactions, the reporting group still indirectly holds 84,075,161 shares of Class A common stock and 52,986,664 Opco LLC Interests, indicating a large remaining position despite the sales.

Insights

Equity capital markets analyst

Private equity–affiliated holders sold 12.55M SOLV-linked units in a follow-on but retain large positions.

The transactions involve indirect holders linked to American Securities and related funds reducing exposure through an underwritten follow-on offering. They sold 7,698,410 shares of Class A common stock and exchanged 4,851,766 Opco LLC Interests, all at an effective price of $36.00 per share.

Because these are sponsor-level sales executed alongside a registered offering, they look like structured liquidity rather than ad hoc open-market selling. Post-transaction holdings remain substantial at 84,075,161 Class A shares and 52,986,664 Opco LLC Interests, so the group continues to be a major stakeholder, suggesting this is a partial, not an exit-scale, reduction.

Insider Trade Summary

2 transactions reported

Net Sell 2 txns

Insider AMERICAN SECURITIES LLC, ASP VIII Alternative Investments Solstice LP

Role null | null

Sold 12,550,176 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	SOLV Energy Holdings LLC Interests	4,851,766	$0.00	--
Sale	Class A common stock	7,698,410	$0.00	--

Holdings After Transaction: SOLV Energy Holdings LLC Interests — 52,986,664 shares (Indirect, See Notes); Class A common stock — 84,075,161 shares (Indirect, See Notes)

Footnotes (1)

1. Shares of Class A common stock of the Issuer ("Class A common stock") are owned directly by ASP VIII Alternative Investments Solstice, L.P. ("New ASP") and Class A common stock and common units ("Opco LLC Interests") of SOLV Energy Holdings LLC ("Opco") are owned directly by ASP Endeavor Investco LP ("ASP Investco") and ASP SOLV Aggregator LP ("ASP SOLV Aggregator"). American Securities Partners VIII(B), L.P. ("Sponsor 1"), ASP VIII Alternative Investments L.P. ("Sponsor 2") and AS/ASP VIII Co-Investor LLC ("Sponsor 3") are the owners of partnership interests in ASP Investco and ASP SOLV Aggregator. American Securities Associates VIII, LLC ("AS Associates VIII") is the general partner of Sponsor 1, Sponsor 2, and New ASP. American Securities LLC ("AS LLC") provides investment advisory services to Sponsor 1, Sponsor 2, and New ASP. ASP VIII SOLV Holdings LP ("Aggregator 1") and ASP VIII CSE Holdings LP ("Aggregator 2") are the owners of the partnership interests in New ASP. AS LLC is also the sole stockholder of ASP Manager Corp. ("ASP Manager"), which is the general partner of ASP Investco, ASP SOLV Aggregator, Aggregator 1 and Aggregator 2 and the manager of Sponsor 3. ASP Investco, ASP SOLV Aggregator, New ASP, Sponsor 1, Sponsor 2, Sponsor 3, AS Associates VIII, Aggregator 1, Aggregator 2, AS LLC and ASP Manager are referred to herein as "Reporting Persons". Pursuant to the limited liability company agreement ("Opco LLCA") of OpCo, each of ASP Investco and ASP SOLV Aggregator is entitled to redeem Opco LLC Interests for, at the Issuer's election, shares of Class A common stock on a one-for-one basis or, using proceeds from a substantially contemporaneous follow-on 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 redemption, an equal number of shares of Class B common stock of the Issuer also held by ASP Investco and/or ASP SOLV Aggregator will be surrendered to and cancelled by the Issuer for no additional consideration. Each share of Class B common stock entitles the holder thereof to one vote per share but carries no economic rights. Opco LLC Interests have no expiration date. Represents (i) the sale of 4,379 shares of Class A common stock, 12,398 shares of Class A common stock and 7,681,633 shares of Class A common stock by ASP Investco, ASP SOLV Aggregator and New ASP, respectively and (ii) the direct exchange for cash of 3,594,019 Opco LLC Interests and 1,257,747 Opco LLC Interests held by ASP SOLV Aggregator and ASP Investco, respectively (and the cancellation of an equal number of shares of Class B common stock of the Issuer held by each such Reporting Person), each 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 share of Class A common stock and Opco LLC Interests, as applicable, 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. Each of the Reporting Persons disclaims beneficial ownership of the securities listed in this report, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein.

Key Figures

Class A shares sold: 7,698,410 shares Opco LLC Interests sold: 4,851,766 interests Total units sold: 12,550,176 units +3 more

6 metrics

Class A shares sold 7,698,410 shares Indirect sale of Class A common stock on June 1, 2026

Opco LLC Interests sold 4,851,766 interests Derivative sale of SOLV Energy Holdings LLC interests on June 1, 2026

Total units sold 12,550,176 units Combined Class A shares and Opco LLC Interests sold

Offering price $36.00 per share Public offering price in the follow-on offering, net of discounts

Class A shares after sale 84,075,161 shares Indirect Class A common stock holdings following transactions

Opco Interests after sale 52,986,664 interests Remaining SOLV Energy Holdings LLC interests after transactions

Key Terms

Opco LLC Interests, Class B common stock, Follow-On Offering, public offering price, +2 more

6 terms

Opco LLC Interests financial

"Class A common stock and common units ("Opco LLC Interests") of SOLV Energy Holdings LLC ("Opco") are owned directly by ASP Endeavor Investco LP"

Class B common stock financial

"Upon redemption, an equal number of shares of Class B common stock of the Issuer also held by ASP Investco and/or ASP SOLV Aggregator will be surrendered"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Follow-On Offering financial

"each in connection with the public offering of Class A common stock pursuant to the prospectus dated May 28, 2026 ... of the Issuer (the "Follow-On Offering")"

A follow-on offering is when a company sells additional shares to the public after its initial stock listing to raise more cash. For investors it matters because the new shares increase the total number of shares outstanding, which can reduce each existing shareholder’s ownership share and earnings per share—similar to baking more loaves of bread after the first batch, which means each slice represents a slightly smaller piece of the whole; the funds raised can also support growth or pay debt.

public offering price financial

"Represents a price per share of Class A common stock and Opco LLC Interests, as applicable, equal to the public offering price in the Follow-On Offering of $36.00 per share"

The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.

pecuniary interest financial

"except to the extent of such Reporting Person's pecuniary interest therein"

registration statement on Form S-1 regulatory

"public offering of Class A common stock pursuant to the prospectus dated May 28, 2026, and accompanying registration statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AMERICAN SECURITIES LLC

(Last) (First) (Middle)

590 MADISON AVENUE, 38TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SOLV Energy, Inc. [ MWH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	06/01/2026		S		7,698,410(4)	D	(5)	84,075,161	I	See Notes(1)(2)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SOLV Energy Holdings LLC Interests	(3)	06/01/2026		S			4,851,766(4)	(3)	(3)	Class A Common Stock	4,851,766(4)	(5)	52,986,664	I	See Notes(1)(2)(6)

1. Name and Address of Reporting Person^*

AMERICAN SECURITIES LLC

(Last) (First) (Middle)

590 MADISON AVENUE, 38TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ASP VIII Alternative Investments Solstice LP

(Last) (First) (Middle)

590 MADISON AVENUE, 38TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Shares of Class A common stock of the Issuer ("Class A common stock") are owned directly by ASP VIII Alternative Investments Solstice, L.P. ("New ASP") and Class A common stock and common units ("Opco LLC Interests") of SOLV Energy Holdings LLC ("Opco") are owned directly by ASP Endeavor Investco LP ("ASP Investco") and ASP SOLV Aggregator LP ("ASP SOLV Aggregator"). American Securities Partners VIII(B), L.P. ("Sponsor 1"), ASP VIII Alternative Investments L.P. ("Sponsor 2") and AS/ASP VIII Co-Investor LLC ("Sponsor 3") are the owners of partnership interests in ASP Investco and ASP SOLV Aggregator. American Securities Associates VIII, LLC ("AS Associates VIII") is the general partner of Sponsor 1, Sponsor 2, and New ASP. American Securities LLC ("AS LLC") provides investment advisory services to Sponsor 1, Sponsor 2, and New ASP. ASP VIII SOLV Holdings LP ("Aggregator 1") and ASP VIII CSE Holdings LP ("Aggregator 2") are the owners of the partnership interests in New ASP.

2. AS LLC is also the sole stockholder of ASP Manager Corp. ("ASP Manager"), which is the general partner of ASP Investco, ASP SOLV Aggregator, Aggregator 1 and Aggregator 2 and the manager of Sponsor 3. ASP Investco, ASP SOLV Aggregator, New ASP, Sponsor 1, Sponsor 2, Sponsor 3, AS Associates VIII, Aggregator 1, Aggregator 2, AS LLC and ASP Manager are referred to herein as "Reporting Persons".

3. Pursuant to the limited liability company agreement ("Opco LLCA") of OpCo, each of ASP Investco and ASP SOLV Aggregator is entitled to redeem Opco LLC Interests for, at the Issuer's election, shares of Class A common stock on a one-for-one basis or, using proceeds from a substantially contemporaneous follow-on 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 redemption, an equal number of shares of Class B common stock of the Issuer also held by ASP Investco and/or ASP SOLV Aggregator will be surrendered to and cancelled by the Issuer for no additional consideration. Each share of Class B common stock entitles the holder thereof to one vote per share but carries no economic rights. Opco LLC Interests have no expiration date.

4. Represents (i) the sale of 4,379 shares of Class A common stock, 12,398 shares of Class A common stock and 7,681,633 shares of Class A common stock by ASP Investco, ASP SOLV Aggregator and New ASP, respectively and (ii) the direct exchange for cash of 3,594,019 Opco LLC Interests and 1,257,747 Opco LLC Interests held by ASP SOLV Aggregator and ASP Investco, respectively (and the cancellation of an equal number of shares of Class B common stock of the Issuer held by each such Reporting Person), each 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").

5. Represents a price per share of Class A common stock and Opco LLC Interests, as applicable, 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.

6. Each of the Reporting Persons disclaims beneficial ownership of the securities listed in this report, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein.

Remarks:

Exhibit 99.1 (Joint Filer Information and Signatures) is incorporated herein by reference. This Form 4 is the second of two identical Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, American Securities LLC.

	See Exhibit 99.1	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did SOLV Energy (MWH) disclose in this Form 4?

The Form 4 reports indirect sales by entities linked to American Securities and ASP VIII funds, involving 7,698,410 shares of Class A common stock and 4,851,766 SOLV Energy Holdings LLC interests tied to Class A stock.

How many SOLV Energy (MWH) shares were sold in total by the reporting group?

The filing aggregates 12,550,176 units tied to Class A common stock, including 7,698,410 Class A shares and 4,851,766 Opco LLC Interests, all treated as sales or exchanges connected to the same follow-on equity offering.

What price did the SOLV Energy (MWH) insiders receive for the sold securities?

Footnotes state a price of $36.00 per share for both Class A common stock and Opco LLC Interests, equal to the public offering price in the follow-on offering, net of underwriting discounts and commissions paid in that transaction.

How many SOLV Energy (MWH) shares do the reporting persons hold after these transactions?

After the sales, the reporting group still indirectly holds 84,075,161 shares of Class A common stock and 52,986,664 Opco LLC Interests, so they remain large equity holders in SOLV Energy and its operating company structure.

Who actually sold SOLV Energy (MWH) shares in this insider filing?

The sales are attributed in the footnotes to ASP Investco, ASP SOLV Aggregator and New ASP, entities associated with American Securities–advised funds, rather than to American Securities LLC directly, and beneficial ownership is expressly disclaimed except for pecuniary interests.

How are Opco LLC Interests related to SOLV Energy (MWH) Class A common stock?

Under the Opco limited liability company agreement, each Opco LLC Interest held by certain funds can be redeemed for either one share of Class A common stock or cash equal to the share price, with corresponding Class B shares cancelled on redemption.