American Securities-linked holders trim SOLV Energy (MWH) stake via $36 follow-on

Rhea-AI Filing Summary

SOLV Energy, Inc. large shareholders associated with American Securities completed net sales tied to a follow-on equity offering. Investment entities including ASP Endeavor Investco LP, ASP SOLV Aggregator LP and ASP VIII Alternative Investments Solstice, L.P. sold 1,154,760 shares of Class A common stock and 727,765 SOLV Energy Holdings LLC (Opco) interests.

The sales were effected in connection with the full exercise of the underwriters’ option to purchase additional shares in a public follow-on offering at $36.00 per share, net of underwriting discounts and commissions. After these transactions, the reporting group continues to hold 82,920,401 shares of Class A common stock and 52,258,899 Opco LLC interests indirectly, while disclaiming beneficial ownership beyond their pecuniary interest.

Insights

Equity capital markets analyst

Large sponsor-related sale is tied to a follow-on offering and appears structured, not discretionary.

Entities affiliated with American Securities sold Class A shares and Opco LLC interests in connection with the underwriters’ full exercise of an overallotment option in a follow-on offering at $36.00 per share. This links the sales to a capital markets transaction rather than standalone trading.

The group remains a major holder, with 82,920,401 Class A shares and 52,258,899 Opco LLC interests reported after the transactions, suggesting the sale is a partial reduction. The filing also notes that reporting persons disclaim beneficial ownership except to the extent of pecuniary interest, which is typical for private equity structures.

Overall, this looks like a liquidity event aligned with the company’s registered follow-on offering, not a new strategic shift. Future company filings about additional offerings or sponsor sell-downs would further clarify how ownership evolves over time.

Insider Trade Summary

2 transactions reported

Net Sell 2 txns

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 null | null | null | null | null | null | null | null | null | null

Sold 1,882,525 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	SOLV Energy Holdings LLC Interests	727,765	$0.00	--
Sale	Class A common stock	1,154,760	$0.00	--

Holdings After Transaction: SOLV Energy Holdings LLC Interests — 52,258,899 shares (Indirect, See Notes); Class A common stock — 82,920,401 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 657 shares of Class A common stock, 1,860 shares of Class A common stock and 1,152,243 shares of Class A common stock by ASP Investco, ASP SOLV Aggregator and New ASP, respectively and (ii) the direct exchange for cash of 539,102 Opco LLC Interests and 188,663 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 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 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: 1,154,760 shares Opco LLC interests sold: 727,765 interests Public offering price: $36.00 per share +3 more

6 metrics

Class A shares sold 1,154,760 shares Class A common stock sold by reporting entities on June 4, 2026

Opco LLC interests sold 727,765 interests SOLV Energy Holdings LLC interests sold/exchanged on June 4, 2026

Public offering price $36.00 per share Follow-on offering Class A common stock price, net of underwriting discounts

Class A shares held after 82,920,401 shares Indirect Class A common stock holdings following the transactions

Opco interests held after 52,258,899 interests Indirect SOLV Energy Holdings LLC interests after the reported trades

Net shares sold 1,882,525 shares Aggregate net share-equivalent reduction indicated as net-sell in summary

Key Terms

Opco LLC Interests, Class B common stock, Follow-On Offering, underwriters' option, +1 more

5 terms

Opco LLC Interests financial

"common units ("Opco LLC Interests") of SOLV Energy Holdings LLC ("Opco") are owned directly"

Class B common stock financial

"an equal number of shares of Class B common stock of the Issuer also held"

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

"in connection with the public offering of Class A common stock pursuant to the prospectus dated May 28, 2026 ... (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.

underwriters' option financial

"each as a result of the full exercise of the underwriters' option to purchase additional shares"

An underwriters' option is a short-term right given to the banks handling a new stock or bond sale to buy extra shares from the issuer, usually up to a fixed percentage, to stabilize the price after the offering. For investors this acts like a safety valve: it can reduce wild price swings by allowing underwriters to add or return shares as demand changes, which helps prevent a newly issued security from falling or spiking sharply.

Opco LLCA financial

"Pursuant to the limited liability company agreement ("Opco LLCA") of OpCo"

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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)
06/04/2026

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	06/04/2026		S		1,154,760(4)	D	(5)	82,920,401	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)	06/04/2026		S			727,765(4)	(3)	(3)	Class A Common Stock	727,765(4)	(5)	52,258,899	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 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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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

	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 657 shares of Class A common stock, 1,860 shares of Class A common stock and 1,152,243 shares of Class A common stock by ASP Investco, ASP SOLV Aggregator and New ASP, respectively and (ii) the direct exchange for cash of 539,102 Opco LLC Interests and 188,663 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 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").

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 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 99.1	06/05/2026
	** 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 did American Securities-affiliated entities sell in SOLV Energy (MWH)?

Entities affiliated with American Securities sold 1,154,760 shares of SOLV Energy Class A common stock and 727,765 SOLV Energy Holdings LLC (Opco) interests. These transactions were executed as part of the underwriters’ full exercise of an option in a public follow-on equity offering.

At what price were the SOLV Energy (MWH) shares and Opco interests sold?

The filing states a price equal to the public offering price of $36.00 per share of Class A common stock, net of underwriting discounts and commissions. This price also applies to the Opco LLC interests exchanged for cash in the related follow-on offering transaction.

How many SOLV Energy (MWH) Class A shares do the reporting entities hold after the sale?

After the reported transactions, the reporting group continues to hold 82,920,401 shares of SOLV Energy Class A common stock indirectly. This figure shows they remain significant shareholders even after participating in the follow-on offering’s overallotment-related sales.

How many SOLV Energy Holdings LLC (Opco) interests remain after the Form 4 transactions?

Following the exchange and sale of Opco LLC interests, the reporting entities show 52,258,899 Opco LLC interests remaining. These interests are exchangeable into SOLV Energy Class A common stock on a one-for-one basis or cash, subject to terms in the Opco limited liability company agreement.

Why were SOLV Energy (MWH) shares and Opco interests sold by these reporting entities?

The transactions reflect the full exercise of the underwriters’ option to purchase additional Class A shares in a public follow-on offering. Class A shares were sold and Opco LLC interests were exchanged for cash to support that offering structure at the stated public offering price.

Do the American Securities-related reporting persons claim full beneficial ownership of SOLV Energy securities?

No. The filing states that each reporting person disclaims beneficial ownership of the securities listed, except to the extent of their pecuniary interest. This is common for complex private equity structures with multiple funds and general partners holding indirect positions.