AMERICAN SECURITIES LLC 4
4 · SOLV Energy, Inc. · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
SOLV Energy (MWH) 10% Owner American Securities LLC Sells $67.8M
What Happened
- American Securities LLC, reported as a 10% owner through a group of affiliated entities, sold 1,154,760 shares of SOLV Energy Class A common stock and caused the cash redemption/exchange of 727,765 Opco LLC interests on June 4, 2026. The transactions were tied to the issuer’s follow-on offering and priced at $36.00 per share (net of underwriting discounts), producing aggregate proceeds of $67,770,900 (about $67.8M).
- These were sales/redemptions (transaction code S) related to the full exercise of the underwriters’ option in the follow-on public offering — not a purchase.
Key Details
- Transaction date: 2026-06-04; Form 4 filed 2026-06-05 (timely filed).
- Price: $36.00 per share (public offering price net of underwriting discounts) per footnote.
- Shares sold: 1,154,760 Class A shares — proceeds $41,571,360.
- Opco interests redeemed/cashed: 727,765 Opco LLC Interests — proceeds $26,199,540.
- Total proceeds: $67,770,900 (~$67.8M).
- Shares owned after transaction: Not specified in the provided filing.
- Notable footnotes:
- Sales resulted from the full exercise of the underwriters’ option in the follow-on offering; some Opco LLC interests were redeemed for cash and an equal number of Class B shares were cancelled (see F3–F5).
- Multiple affiliated entities comprise the reporting group; Reporting Persons disclaim beneficial ownership except for pecuniary interest (see F1–F6).
- This is the first of two identical Form 4s filed because there are more than 10 reporting persons; American Securities LLC is the designated filer.
Context
- This activity reflects institutional selling associated with a follow-on offering and redemption mechanism for Opco LLC interests, not an individual executive trade. It does not necessarily signal management sentiment.
- For retail investors, purchases typically carry more interpretive weight; here the transactions are procedural liquidity from a large shareholder and tied to an offering structure.
Insider Transaction Report
Form 4
AMERICAN SECURITIES LLC
10% Owner
Transactions
- Sale
Class A common stock
[F4][F5][F1][F2][F6]2026-06-04−1,154,760→ 82,920,401 total(indirect: See Notes) - Sale
SOLV Energy Holdings LLC Interests
[F3][F4][F5][F1][F2][F6]2026-06-04−727,765→ 52,258,899 total(indirect: See Notes)→ Class A Common Stock (727,765 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 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").
- [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|2026-06-05