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  4. [Form 4] SOLV Energy, Inc. Insider Trading Activity

SOLV Energy (MWH) investor group sells 7.9M insider shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

For SOLV Energy, Inc. (MWH), investment funds and related entities advised by American Securities LLC reported a multi-step transaction involving Opco and Class A common stock. On August 19, 2026, they converted 3,069,193 SOLV Energy Holdings LLC (Opco) interests into 3,069,193 shares of Class A common stock on a one-for-one basis, with an equal number of Class B shares cancelled. In a related transaction the same day, the reporting entities sold an aggregate 7,939,153 shares of Class A common stock, including 798,412 shares by ASP Endeavor Investco LP, 2,281,394 shares by ASP SOLV Aggregator LP, and 4,859,347 shares by ASP VIII Alternative Investments Solstice, L.P., at a price of $27.77 per share. The interests and shares are held indirectly through various partnerships and LLCs, and each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider AMERICAN SECURITIES LLC, ASP Endeavor Investco LP, ASP SOLV Aggregator LP, ASP VIII Alternative Investments, L.P., American Securities Associates VIII, LLC, AS/ASP VIII Co-Investor, LLC, ASP Manager Corp., American Securities Partners VIII(B), L.P., ASP VIII SOLV Holdings LP, ASP VIII CSE Holdings LP
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 7,939,153 shs
Approx. gross sale proceeds $0.00
Type Security Shares Price Value
Conversion SOLV Energy Holdings LLC Interests F3, F4, F1, F2, F6 3,069,193 -- --
Conversion Class A Common Stock F4, F1, F2, F6 3,069,193 -- --
Sale Class A Common Stock F5, F1, F2, F6 7,939,153 -- --
Holdings After Transaction: SOLV Energy Holdings LLC Interests — 49,189,706 shares (Indirect, See Notes); Class A Common Stock — 78,050,441 shares (Indirect, See Notes)
Footnotes (6)
  1. F1. 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. F2. 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. F3. 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 or direct exchange, 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. F4. Represents the direct exchange of 795,642 Opco LLC Interests and 2,273,551 Opco LLC Interests by ASP Investco and ASP SOLV Aggregator, respectively, for Class A common stock on a one-for-one basis (and the cancellation of an equal number of shares of Class B common stock of the Issuer held by each such Reporting Person).
  5. F5. Represents the sale of 798,412 shares of Class A common stock, 2,281,394 shares of Class A common stock and 4,859,347 shares of Class A common stock by ASP Investco, ASP SOLV Aggregator and New ASP, respectively, at a sale price of $27.77 per share of Class A common stock.
  6. F6. 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.
Class A shares sold 7,939,153 shares Aggregate Class A common stock sold on August 19, 2026 by ASP Investco, ASP SOLV Aggregator and New ASP
Sale price per share $27.77 per share Price for each share of Class A common stock sold in the August 19, 2026 transactions
Opco LLC interests exchanged 3,069,193 interests 795,642 Opco LLC interests by ASP Investco and 2,273,551 by ASP SOLV Aggregator exchanged one-for-one for Class A shares
Class A shares received on exchange 3,069,193 shares Number of SOLV Energy Class A common shares received upon exchange of Opco LLC interests on August 19, 2026
Holdings after derivative transaction 49,189,706 interests Total SOLV Energy Holdings LLC interests shown as owned following the conversion transaction
Opco LLC Interests financial
"common units ("Opco LLC Interests") of SOLV Energy Holdings LLC ("Opco") are owned"
Class B common stock financial
"an equal number of shares of Class B common stock of the Issuer"
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.
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein"
limited liability company agreement regulatory
"Pursuant to the limited liability company agreement ("Opco LLCA") of OpCo"
A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.

FAQ

How many SOLV Energy (MWH) shares were sold and at what price?
An aggregate of 7,939,153 shares of SOLV Energy Class A common stock were sold at a price of $27.77 per share, including 798,412 shares by ASP Endeavor Investco LP, 2,281,394 shares by ASP SOLV Aggregator LP, and 4,859,347 shares by ASP VIII Alternative Investments Solstice, L.P.

What conversion of SOLV Energy Holdings LLC (Opco) interests was disclosed for MWH?
The filing reports the exchange of 795,642 Opco LLC interests by ASP Endeavor Investco LP and 2,273,551 Opco LLC interests by ASP SOLV Aggregator LP, for a total of 3,069,193 Class A common shares on a one-for-one basis, with an equal number of Class B shares cancelled.

Are the American Securities reporting persons direct or indirect owners of SOLV Energy (MWH) shares?
The reported SOLV Energy securities are held indirectly through entities such as ASP Endeavor Investco LP, ASP SOLV Aggregator LP, and related partnerships and LLCs, and each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

Was the SOLV Energy (MWH) insider sale under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox is not checked, and no footnote states that the transactions were made pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.

What post-transaction holdings were reported in the SOLV Energy (MWH) Form 4?
One line item shows 49,189,706 SOLV Energy Holdings LLC interests following the derivative conversion transaction. The filing does not provide a consolidated total Class A share position across all reporting persons after the sale.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/19/2026C3,069,193(4)A(4)85,989,594ISee Notes(1)(2)(6)
Class A Common Stock08/19/2026S7,939,153(5)D(5)78,050,441ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
SOLV Energy Holdings LLC Interests(3)08/19/2026C3,069,193(4) (3) (3)Class A Common Stock3,069,193(4)(4)49,189,706ISee 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
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ASP Endeavor Investco 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
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ASP SOLV Aggregator 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
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ASP VIII Alternative Investments, L.P.
(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
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
American Securities Associates VIII, 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
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
AS/ASP VIII Co-Investor, 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
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ASP Manager Corp.
(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
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
American Securities Partners VIII(B), L.P.
(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
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ASP VIII SOLV Holdings 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
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ASP VIII CSE Holdings 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
DirectorX10% 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 or direct exchange, 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 the direct exchange of 795,642 Opco LLC Interests and 2,273,551 Opco LLC Interests by ASP Investco and ASP SOLV Aggregator, respectively, for Class A common stock on a one-for-one basis (and the cancellation of an equal number of shares of Class B common stock of the Issuer held by each such Reporting Person).
5. Represents the sale of 798,412 shares of Class A common stock, 2,281,394 shares of Class A common stock and 4,859,347 shares of Class A common stock by ASP Investco, ASP SOLV Aggregator and New ASP, respectively, at a sale price of $27.77 per share of Class A common stock.
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 first 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 99.108/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR