AMERICAN SECURITIES LLC - 11 Feb 2026 Form 3 Insider Report for SOLV Energy, Inc. (MWH)

Role
10%+ Owner
Signature
See Exhibit 99.1
Issuer symbol
MWH
Transactions as of
11 Feb 2026
Net transactions value
$0
Form type
3
Filing time
11 Feb 2026, 19:58:07 UTC
SEC
View on sec.gov

Reporting Owners (10)

Name Relationship Address Signature Signature date CIK
AMERICAN SECURITIES LLC 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0001475483
ASP Endeavor Investco LP 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0002109987
ASP SOLV Aggregator LP 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0002109986
ASP VIII Alternative Investments, L.P. 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0002109985
American Securities Associates VIII, LLC 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0002110518
AS/ASP VIII Co-Investor, LLC 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0002109980
ASP Manager Corp. 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0001621183
American Securities Partners VIII(B), L.P. 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0001718376
ASP VIII SOLV Holdings LP 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0002110367
ASP VIII CSE Holdings LP 10%+ Owner 590 MADISON AVENUE, 38TH FLOOR, NEW YORK See Exhibit 99.1 11 Feb 2026 0002110366

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MWH Class A common stock 91,773,571 11 Feb 2026 See Footnote F1, F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MWH SOLV Energy Holdings LLC Interests 11 Feb 2026 Class A common stock 57,838,430 See Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 52,201 shares of Class A common stock and 14,993,744 common units ("LLC Interests") of SOLV Energy Holdings LLC ("Opco") owned directly by ASP Endeavor Investco LP ("ASP Investco"), 147,799 shares of Class A common stock and 42,844,686 LLC Interests owned directly by ASP SOLV Aggregator LP ("ASP SOLV Aggregator") and 91,573,571 shares of Class A common stock owned directly by ASP VIII Alternative Investments Solstice, L.P. ("New ASP").
F2 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 and Sponsor 2. American Securities LLC ("AS LLC") provides investment advisory services to Sponsor 1 and Sponsor 2. 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. 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 the "Reporting Persons".
F3 Pursuant to the limited liability company agreement ("LLCA") of OpCo, as disclosed in the prospectus of the Issuer, dated February 10, 2026, each of ASP Investco and ASP SOLV Aggregator is entitled to redeem 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 LLCA. Upon a redemption of LLC Interests, 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. The LLC Interests do not have an expiration date.
F4 Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

Exhibit 99.1 (Signatures and Joint Filer Information) is incorporated herein by reference. This Form 3 is 1 of 2 identical Form 3s filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 is filed by Designated Filer, American Securities LLC.