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 Shares
What Happened
American Securities LLC (a 10% holder through multiple affiliated entities) sold a total economic interest of 1,882,525 shares/units on 2026-06-04 in connection with SOLV Energy’s follow‑on offering. The reported dispositions break down as 1,154,760 shares of Class A common stock sold and 727,765 Opco LLC interests redeemed for cash (reported as a derivative sale). Footnotes to the filing state a net price of $36.00 per share (public offering price net of underwriting discounts), implying aggregate proceeds of roughly $67.8 million (1,882,525 × $36). This is an institutional sale tied to the underwriters’ option exercise in the follow‑on offering—not a routine insider executive trade.
Key Details
- Transaction date: 2026-06-04; Form 4 filed 2026-06-05 (timely).
- Reported disposals: 1,154,760 Class A shares (sale) and 727,765 derivative disposals (redemption of Opco LLC interests) = 1,882,525 economic units.
- Reported per‑share price in footnotes: $36.00 (net of underwriting discounts); implied proceeds ≈ $67,770,900.
- Footnotes explain the sales were (a) direct sales of Class A shares by affiliated holders and (b) cash redemptions of Opco LLC interests under the Opco LLC agreement, with cancellation of associated Class B shares.
- Multiple affiliated entities (ASP Investco, ASP SOLV Aggregator, New ASP, sponsors and managers) are reporting persons; AS LLC is the designated filer. The Form 4 was split into two filings due to >10 reporting persons.
- Reporting persons disclaim beneficial ownership except to the extent of pecuniary interest (per filing).
- Filing not marked late.
Context
- This filing reflects institutional holders monetizing equity in a follow‑on offering and the related contractual redemption of Opco LLC interests. It is not an executive buying/selling signal and therefore should be interpreted as part of a structured offering process rather than a personal insider trade.
- Derivative line here represents the contractual redemption of Opco LLC interests for cash (not an option exercise in the usual sense).
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