AMERICAN SECURITIES LLC 4
4 · SOLV Energy, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
SOLV Energy (MWH) — American Securities LLC Sells 12.55M Shares
What Happened
- American Securities LLC (designated filer for a group of related ASP entities and a 10% owner) reported sales of a total 12,550,176 shares of SOLV Energy Class A common stock on June 1, 2026. The activity breaks down as 7,698,410 shares sold outright and 4,851,766 shares sold via the redemption/exchange of Opco LLC interests (reported as a derivative sale). The per‑share amount tied to the follow‑on offering was $36.00 (net), implying aggregate proceeds of roughly $451.8 million. This was an institutional liquidity event related to the issuer’s follow‑on offering, not a purchase.
Key Details
- Transaction date: 2026-06-01; Form 4 filed: 2026-06-03 (timely).
- Transaction type: Sales (S) — one direct sale (7,698,410 shares) and one derivative sale (4,851,766 shares via Opco LLC interest redemption).
- Price: $36.00 per share (price noted is the public offering price, net of underwriting discounts and commissions).
- Approximate proceeds: $451.8 million.
- Shares owned after transaction: Not specified; the Reporting Persons disclaim beneficial ownership of the securities listed (see footnotes).
- Notable footnotes: Complex ownership structure — ASP entities own Class A shares and Opco LLC interests; Opco LLC interests can be redeemed for Class A shares or cash per the Opco LLC agreement; sales were in connection with the issuer’s May 28, 2026 follow‑on offering. This filing is one of two identical Form 4s because there are more than 10 reporting persons.
Context
- This is a large institutional sale tied to a follow‑on offering (distribution of existing holdings and redemption of partnership interests), not an executive insider selling for personal reasons. The "derivative" line reflects redemption/exchange of Opco LLC partnership interests for cash (and associated cancellation of Class B shares), not an options exercise.
- For retail investors: institutional sales related to offerings are typically liquidity/structuring events. They are informative about supply coming to market but do not necessarily signal management 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