SOLV Energy (MWH) sponsor group sells 12.6M shares in follow-on deal

Rhea-AI Filing Summary

SOLV Energy, Inc. major stockholders affiliated with American Securities reported selling a total of 12,550,176 SOLV-related interests in connection with a follow-on public offering. The transactions included 7,698,410 shares of Class A common stock and 4,851,766 SOLV Energy Holdings LLC (Opco) interests, all effectively priced at $36.00 per share or unit, net of underwriting discounts and commissions.

After these sales and cash redemptions, the reporting group continues to indirectly hold 84,075,161 shares of Class A common stock and 52,986,664 Opco LLC interests. The reporting persons formally disclaim beneficial ownership of the securities beyond their pecuniary interests.

Insights

Equity ownership & capital markets analyst

Large pre-IPO sponsor reduces position via follow-on but remains a major holder.

The reporting entities linked to American Securities sold or redeemed 12,550,176 SOLV-related interests at $36.00 in a follow-on offering, combining Class A shares and Opco LLC interests. This looks like a structured liquidity event around a registered secondary sale.

Post-transaction, they still indirectly hold 84,075,161 Class A shares and 52,986,664 Opco interests, so their economic exposure remains substantial. Because this is a sponsor liquidity step tied to a follow-on deal rather than a surprise insider move, it is best viewed as a neutral, ownership-normalization event rather than a clear directional signal.

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 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

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

6 metrics

Total interests sold 12,550,176 shares/units Aggregate SOLV-related interests sold or redeemed in reported transactions

Class A shares sold 7,698,410 shares Class A common stock sold in connection with follow-on offering

Opco interests disposed 4,851,766 interests SOLV Energy Holdings LLC (Opco) interests exchanged for cash

Offering price $36.00 per share/unit Public offering price, net of underwriting discounts and commissions

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

Opco interests after 52,986,664 interests Indirect Opco LLC interests remaining after cash redemptions

Key Terms

Opco LLC Interests, Class B common stock, Follow-On Offering, pecuniary interest, +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

"each in connection with the public offering of Class A common stock ... (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.

pecuniary interest financial

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

Section 16 regulatory

"for the purpose of Section 16 or for any other purpose"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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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 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 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 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	06/03/2026
	** 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 did American Securities-affiliated holders do in this SOLV Energy (MWH) Form 4?

American Securities-affiliated reporting persons sold or redeemed a total of 12,550,176 SOLV-related interests. This included Class A common stock and Opco LLC interests, all tied to a follow-on public offering at $36.00 per share or unit, net of underwriting discounts.

How many SOLV Energy (MWH) Class A shares were sold in this transaction?

The filing reports the sale of 7,698,410 shares of Class A common stock. These shares were sold by ASP Endeavor Investco LP, ASP SOLV Aggregator LP, and ASP VIII Alternative Investments Solstice, L.P. in connection with SOLV Energy’s follow-on public offering at a price of $36.00 per share.

What happened to the SOLV Energy Holdings LLC (Opco) interests in this Form 4?

The reporting group disposed of 4,851,766 Opco LLC interests for cash, equal to the $36.00 per-share public offering price. This disposition also triggered cancellation of an equal number of Class B shares, consistent with the Opco LLC agreement’s redemption mechanics.

What SOLV Energy (MWH) holdings remain after these American Securities-related sales?

Following the transactions, the reporting entities still indirectly hold 84,075,161 Class A shares and 52,986,664 Opco LLC interests. This indicates that, despite the sizable follow-on sale, they continue to be significant equity holders in SOLV Energy and its operating entity.

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

The filing states a price of $36.00 per share of Class A common stock and per Opco LLC interest. This figure equals the public offering price in SOLV Energy’s follow-on offering, net of underwriting discounts and commissions, applied across the reported dispositions.

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

No. The filing explains that each reporting person disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest. This is a common legal disclaimer for complex sponsor structures holding shares through multiple funds and entities.