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

SOLV Energy (MWH) sponsor funds sell millions of shares in one day

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

Rhea-AI Filing Summary

SOLV Energy, Inc. (MWH) was the subject of a Form 4 reporting indirect transactions by funds advised by American Securities LLC. On 2026-08-19, ASP Investco and ASP SOLV Aggregator exchanged 3,069,193 Opco LLC Interests for the same number of Class A common shares, cancelling an equal number of Class B shares. The same group of reporting persons then sold 7,939,153 Class A shares, including 798,412, 2,281,394 and 4,859,347 shares by related entities, at $27.77 per share. The reporting persons disclaim beneficial ownership beyond their pecuniary interest.

Positive

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Negative

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Insider AMERICAN SECURITIES LLC, ASP VIII Alternative Investments Solstice LP
Role 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.
Opco LLC Interests converted 3,069,193 Opco LLC Interests Exchanged on 2026-08-19 for Class A common stock one-for-one
Class A shares acquired via conversion 3,069,193 shares of Class A common stock Received on 2026-08-19 upon exchange of Opco LLC Interests
Class A shares sold 7,939,153 shares of Class A common stock Sold indirectly by related entities on 2026-08-19
Sale price per share $27.77 per share of Class A common stock Applied to 798,412, 2,281,394 and 4,859,347 sold shares
Opco LLC Interests exchanged by ASP Investco 795,642 Opco LLC Interests Direct exchange for Class A common stock one-for-one
Opco LLC Interests exchanged by ASP SOLV Aggregator 2,273,551 Opco LLC Interests Direct exchange for Class A common stock one-for-one
Opco LLC Interests held after transaction 49,189,706 Opco LLC Interests Indirect holdings following the 2026-08-19 derivative conversion
Opco LLC Interests financial
"common units ("Opco LLC Interests") of SOLV Energy Holdings LLC ("Opco")"
Class B common stock financial
"cancellation of an equal number of shares of Class B common stock"
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.
Opco LLCA financial
"Pursuant to the limited liability company agreement ("Opco LLCA") of OpCo"
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein"
beneficial ownership financial
"disclaims beneficial ownership of the securities listed in this report"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What insider transactions did SOLV Energy, Inc. (MWH) report on August 19, 2026?
Funds associated with American Securities LLC reported converting 3,069,193 Opco LLC Interests into Class A common stock, then selling 7,939,153 Class A shares on 2026-08-19. These holdings are reported as indirect, and the reporting persons disclaim beneficial ownership beyond any pecuniary interest.

How many SOLV Energy (MWH) Opco LLC Interests were exchanged and into what security?
ASP Investco and ASP SOLV Aggregator exchanged 795,642 and 2,273,551 Opco LLC Interests, respectively, totaling 3,069,193 Opco LLC Interests, for 3,069,193 shares of Class A common stock on a one-for-one basis, with an equal number of Class B shares surrendered and cancelled.

How many SOLV Energy (MWH) Class A shares were sold and at what price?
Associated entities sold a total of 7,939,153 shares of SOLV Energy Class A common stock, including 798,412, 2,281,394, and 4,859,347 shares by different entities, at a sale price of $27.77 per share of Class A common stock.

Who are the reporting persons in this SOLV Energy (MWH) Form 4?
The Form 4 is filed by American Securities LLC as designated filer for multiple related entities, including ASP VIII Alternative Investments Solstice, L.P., ASP Investco, ASP SOLV Aggregator, and several sponsor and aggregator funds collectively referred to as Reporting Persons in the footnotes.

Do the reporting persons claim full beneficial ownership of the SOLV Energy (MWH) securities?
No. Each reporting person disclaims beneficial ownership of the securities listed, and the report states it should not be deemed an admission of beneficial ownership for Section 16 or any other purpose, except to the extent of each reporting person’s pecuniary interest.

What was the indirect holding of Opco LLC Interests after the SOLV Energy (MWH) conversion?
After the reported derivative conversion, the filing shows an indirect position of 49,189,706 Opco LLC Interests for the relevant reporting entity, reflecting holdings of SOLV Energy Holdings LLC Interests following the exchange transaction.

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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 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
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 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 99.108/21/2026
** 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