AMERICAN SECURITIES LLC 4
4 · SOLV Energy, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
SOLV Energy (MWH) 10% Owner American Securities Sells Shares
What Happened
American Securities LLC (reporting on behalf of related ASP entities; a 10% owner) disposed of economic interests in SOLV Energy on June 1, 2026 in connection with the company’s follow‑on public offering. The filing shows: 7,698,410 shares of Class A common stock sold and 4,851,766 Opco LLC interests exchanged for cash (treated as derivative dispositions). The price reported for the transactions equals the follow‑on offering price of $36.00 per share (net of underwriting discounts), implying total proceeds of roughly $451.8 million.
Key Details
- Transaction date: June 1, 2026; Form 4 filed June 3, 2026 (timely filing).
- Securities: 7,698,410 Class A common shares (sale) and 4,851,766 Opco LLC interests (derivative redemption for cash).
- Price: $36.00 per share (public offering price net of underwriting discounts) per footnote.
- Estimated combined proceeds: ≈ $451.8 million (7,698,410 + 4,851,766) × $36.
- Context of sale: Transactions occurred in connection with SOLV’s follow‑on offering (prospectus dated May 28, 2026). Opco LLC interests were redeemed for cash and an equal number of Class B shares held by those entities were cancelled.
- Ownership disclosure: American Securities and affiliated entities are listed as reporting persons; they disclaim beneficial ownership except to the extent of pecuniary interest. This Form 4 is one of two filings split for EDGAR limits.
Context
These disposals were institutional transactions tied to a public follow‑on offering and an Opco‑interest cash redemption—not a routine executive sale or option exercise. For retail investors: institutional redemptions tied to offerings are normal liquidity events and do not, by themselves, indicate management trading sentiment.
Insider Transaction Report
Form 4
AMERICAN SECURITIES LLC
10% Owner
Transactions
- Sale
Class A common stock
[F4][F5][F1][F2][F6]2026-06-01−7,698,410→ 84,075,161 total(indirect: See Notes) - Sale
SOLV Energy Holdings LLC Interests
[F3][F4][F5][F1][F2][F6]2026-06-01−4,851,766→ 52,986,664 total(indirect: See Notes)→ Class A Common Stock (4,851,766 underlying)
Footnotes (6)
- [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.
- [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".
- [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, 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.
- [F4]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").
- [F5]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.
- [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.
Signature
See Exhibit 99.1|2026-06-03