Tic Solutions SEC Filings

TIC reports a planned sale of restricted or control securities under Rule 144. A company affiliate intends to sell 52,467 common shares through Merrill Lynch, Pierce, Fenner & Smith Inc. on the NYSE, with an approximate aggregate market value of 500006.21. The sale is expected to occur around 11/18/2025.

The notice states that there were 220,559,713 common shares outstanding at the time referenced. The shares to be sold were acquired from the issuer as compensation on several dates, including 08/04/2025 (29,534 shares), 07/28/2025 (13,906 shares), and 03/03/2025 (9,026 shares), with payment also characterized as compensation. The signer represents that they are not aware of undisclosed material adverse information about TIC.

Acuren Corporation received an amended Schedule 13G filing from Gates Capital entities, reporting beneficial ownership of 8,242,035 shares of Common Stock, equal to 4.1% of the class. The reporting persons are Gates Capital Management, L.P., Gates Capital Management GP, LLC, Gates Capital Management, Inc., and Jeffrey L. Gates.

The group reports shared voting and dispositive power over 8,242,035 shares and no sole voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control. The percentage is calculated based on 200,589,758 shares outstanding as of August 12, 2025, as referenced from the company’s Form 10‑Q.

TIC Solutions, Inc. reported third-quarter results and finalized a transformative acquisition. Q3 revenue was $473,888, with a net loss of $13,890 and diluted loss per share of $0.08. For the nine months ended September 30, 2025, revenue was $1,022,028 and net loss was $39,916 (diluted loss per share $0.29).

On August 4, 2025, TIC closed the NV5 Global acquisition for total consideration of $1,668,959 (cash $870,911, equity $768,304, replacement awards $29,744), funded in part by a new $875,000 term loan and an expanded $125,000 revolving facility. The deal added preliminary $688,165 of goodwill (total goodwill now $1,564,370) and identifiable intangibles of $821,900 (customer relationships, backlog, trade name, technology). Remaining performance obligations were $1.0 billion, with $833.6 million expected over the next 12 months.

Year‑to‑date operating cash flow was $45,330, investing used $(856,445) (driven by acquisitions), and financing provided $833,867. Term loans totaled $1,640,066 (total debt, net: $1,615,467). Common shares outstanding were 220,559,713 as of November 10, 2025.

TIC Solutions, Inc. (NYSE: TIC) furnished its third-quarter results by issuing a press release for the quarter ended September 30, 2025. The release was provided as Exhibit 99.1, and the information under Items 2.02 and 7.01 is being furnished, not filed, under the Exchange Act.

The company also announced a leadership transition: General Counsel and Corporate Secretary Richard Tong will retire and depart on or prior to December 31, 2025. TIC Solutions has begun a search for a new General Counsel.

TIC filed an S-1 registration statement covering resale of shares issued in a Private Placement and in connection with recent transactions tied to the Acuren Acquisition. The prospectus permits resale of up to 17,708,333 common shares plus 3,125,000 shares issuable on exercise of a Pre-Funded Warrant by the Selling Stockholder and notes there were 220,106,709 shares outstanding as of October 7, 2025. The company disclosed the Acuren Acquisition consideration totaling approximately $1.88B (cash and equity), funded by cash on hand, a $775.0M senior loan facility and ~$675.0M of PIPE and warrant financing. The filing highlights transaction-related costs, pro forma adjustments, significant goodwill and intangible assets, and financing terms including warrants exercisable at $11.50 per share. Key risks disclosed include potential dilution, integration and litigation risks from the NV5 and Acuren acquisitions, material weaknesses in internal control over financial reporting, substantial indebtedness and related covenant constraints, and volatility in trading price. The company does not intend to pay dividends in the foreseeable future.

Acuren Corporation completed a private placement to raise approximately $250,000,000 by selling 17,708,333 shares of common stock at $12.00 per share and a pre-funded warrant to buy 3,125,000 additional shares at $11.9999 per share.

The company agreed to file a registration statement within 15 days of closing and to use commercially reasonable efforts to have that registration declared effective within 75 days of the initial filing, and it agreed to indemnify the investor and pay related fees and expenses. A Certificate of Amendment will change the company name to TIC Solutions, Inc. effective at 5:00 p.m. Eastern on October 10, 2025, and the stock will begin trading under the new name on October 13, 2025.