SOLV Energy (MWH) American Securities Sells 7.94M Shares

What Happened

• American Securities LLC, filing as the designated filer for a group of affiliated investment vehicles (a 10% owner), reported conversions of OpCo LLC interests into 3,069,193 shares of SOLV Energy Class A common stock and an open-market/private sale of 7,939,153 Class A shares.
• The sale was reported at $27.77 per share for the 7,939,153 shares, which produced gross proceeds of approximately $220.47 million. The conversions (3,069,193 shares) reflect direct one-for-one exchanges of OpCo LLC interests for Class A shares by affiliated holders (see footnote F4).

Key Details

• Transaction date: August 19, 2026; Form 4 filed August 21, 2026 (no late filing flag indicated).
• Sale price: $27.77 per share for 7,939,153 shares; total proceeds ≈ $220,470,279.
• Conversion: 3,069,193 Class A shares received via exchange of OpCo LLC interests (per F4); an equal number of Class B shares held by those sellers were cancelled (per F3).
• Sellers: ASP Investco, ASP SOLV Aggregator and New ASP (affiliated entities of American Securities) — the 7.94M sale is the aggregate of 798,412 + 2,281,394 + 4,859,347 shares (per F5).
• Beneficial ownership: Reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest (footnote F6).
• Filing note: This is one of two identical Form 4s split because there are more than 10 reporting persons; American Securities LLC is the designated filer.

Context

• These transactions are institutional in nature (American Securities and affiliated funds), not insider trades by an individual executive. The conversion reflects contractual redemption/exchange rights under the OpCo LLC agreement, and the converted shares were part of the aggregate disposition at $27.77.
• Institutional sales of this size are significant in dollar terms but do not necessarily indicate executive sentiment; the filing is largely reporting conversions and a planned disposition by affiliated holders.