[10-Q] TIC Solutions, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
TIC Solutions, Inc. reported strong top-line growth but a wider loss for the three months ended March 31, 2026. Revenue reached $488.0 million, up from $234.2 million a year earlier, largely from the August 2025 acquisition of NV5 Global, Inc.
Legacy Inspection and Mitigation revenue was roughly flat at $234.8 million, while new Consulting Engineering and Geospatial segments contributed $187.3 million and $65.9 million, respectively. Overall gross margin improved to 33% from 19%, reflecting the higher-margin NV5 businesses.
Despite margin expansion, higher operating costs, depreciation, amortization and interest tied to acquisition financing led to a larger net loss of $41.5 million versus $25.8 million last year. Cash and cash equivalents were $426.6 million, and term loans totaled about $1.63 billion. Management highlights $1.1 billion of remaining performance obligations and believes existing liquidity and credit capacity are sufficient for near-term needs.
Positive
- None.
Negative
- None.
Insights
NV5-driven growth boosts TIC revenue and margins, but losses and leverage remain elevated.
TIC Solutions more than doubled quarterly revenue to $488.0M, mainly from the August 2025 NV5 acquisition. New Consulting Engineering and Geospatial segments added higher-margin work, lifting gross margin to 33% from 19%, a notable mix shift toward consulting-heavy services.
However, integrating NV5 increased operating costs, depreciation, amortization, and interest on about $1.63B of term loans, pushing net loss to $41.5M. Cash of $426.6M and an undrawn revolver support liquidity, while $1.1B of remaining performance obligations underpins revenue visibility.
Subsequent filings may clarify how quickly TIC can convert NV5-driven growth into sustained profitability while managing interest expense and amortization. Segment disclosures show Consulting Engineering and Geospatial now play a central role in the company’s earnings profile.
Key Figures
Revenue Q1 2026: $488.0M
Revenue Q1 2025: $234.2M
Net loss Q1 2026: $41.5M
+5 more
8 metrics
Revenue Q1 2026
$488.0M
Three months ended March 31, 2026
Revenue Q1 2025
$234.2M
Three months ended March 31, 2025
Net loss Q1 2026
$41.5M
Three months ended March 31, 2026
Net loss Q1 2025
$25.8M
Three months ended March 31, 2025
Gross profit margin Q1 2026
33%
Three months ended March 31, 2026
Cash and cash equivalents
$426.6M
Balance at March 31, 2026
Term loans outstanding
$1.63B
Principal under Term Loans at March 31, 2026
Remaining performance obligations
$1.1B
Contracted backlog as of March 31, 2026
Key Terms
cost-reimbursable contracts, Series A Preferred Stock, Pre-Funded Warrant, contingent consideration, +1 more
5 terms
cost-reimbursable contracts financial
"The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-unit price."
Series A Preferred Stock financial
"Shares of the Series A Preferred Stock are not mandatorily redeemable and do not embody an unconditional obligation to settle in a variable number of equity shares."
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Pre-Funded Warrant financial
"The Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, is immediately exercisable and will remain exercisable until exercised in full."
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
contingent consideration financial
"Contingent consideration arrangements are included as part of the purchase price of acquired companies on their respective acquisition dates."
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
First Lien Net Leverage Ratio financial
"the Credit Facility contains a financial covenant for the First Lien Net Leverage Ratio to be tested as of the last day of any such fiscal quarter"
First lien net leverage ratio measures how much of a company’s top-priority secured debt remains after using available cash, compared with the company’s recurring cash earnings. Think of it like the size of a primary mortgage relative to your annual take-home pay after you count money in your savings account. Investors use it to judge credit risk and borrowing capacity: a higher ratio suggests greater default risk, tighter financing terms, or covenant pressure.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 001-42524
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(954 ) 495-2112
Registrant’s telephone number, including area code
_______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | x | Non-accelerated filer | ☐ | |||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The number of shares of the registrant’s common stock outstanding as of May 1, 2026, was 221,042,604 .
Table of Contents
TABLE OF CONTENTS
| Page | ||||||||
Part I – Financial Information | ||||||||
Item 1. | Financial Statements | 1 | ||||||
Condensed Consolidated Balance Sheets (unaudited) | 1 | |||||||
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) | 2 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) | 3 | |||||||
Condensed Consolidated Statements of Cash Flows (unaudited) | 4 | |||||||
Notes to the Condensed Consolidated Financial Statements (unaudited) | 6 | |||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 | ||||||
Item 4. | Controls and Procedures | 30 | ||||||
Part II – Other Information | ||||||||
Item 1. | Legal Proceedings | 33 | ||||||
Item 1A. | Risk Factors | 33 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 33 | ||||||
Item 3. | Defaults Upon Senior Securities | 33 | ||||||
Item 4. | Mine Safety Disclosures | 33 | ||||||
Item 5. | Other Information | 33 | ||||||
Item 6. | Exhibits | 34 | ||||||
Signatures | 35 | |||||||
i
Table of Contents
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TIC Solutions, Inc.
Condensed Consolidated Balance Sheets
(amounts in thousands, except par and share data)
(Unaudited)
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Contract assets, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Current portion of long-term debt | |||||||||||
| Current portion of lease obligations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Non-current lease obligations | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 15) | |||||||||||
| Stockholders' Equity | |||||||||||
Series A Preferred Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
1
Table of Contents
TIC Solutions, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||
Revenue | $ | $ | |||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
Loss from operations | ( | ( | |||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
Other income, net | ( | ( | |||||||||||||||||||||
Loss before income tax benefit | ( | ( | |||||||||||||||||||||
Income tax provision (benefit) | ( | ||||||||||||||||||||||
Net loss | ( | ( | |||||||||||||||||||||
| Undistributed loss allocated to Series A Preferred Stock | |||||||||||||||||||||||
| Net loss allocated to common stockholders | $ | ( | $ | ( | |||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
Foreign currency translation adjustment | ( | ||||||||||||||||||||||
Total other comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
| Basic and diluted loss per share: | |||||||||||||||||||||||
| Common stock, basic and diluted | $ | ( | $ | ( | |||||||||||||||||||
| Series A Preferred Stock, basic and diluted | $ | ( | $ | ( | |||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Common stock, basic | |||||||||||||||||||||||
| Common stock, diluted | |||||||||||||||||||||||
| Series A Preferred Stock, basic and diluted | |||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
2
Table of Contents
TIC Solutions, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(amounts in thousands, except share data)
(Unaudited)
Common Stock | Series A Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Restricted stock issuances and restricted stock unit vestings, net | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares in conjunction with the Series A Preferred Stock Dividend | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Common Stock | Series A Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
Table of Contents
TIC Solutions, Inc.
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(Unaudited)
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
Cash flows from operating activities: | |||||||||||
Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to cash flows from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Noncash lease expense | |||||||||||
| Share-based compensation expense | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Deferred taxes | ( | ( | |||||||||
| Other | ( | ||||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions: | |||||||||||
| Accounts receivable | |||||||||||
| Contract assets | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other current liabilities | ( | ||||||||||
| Operating lease obligations | ( | ( | |||||||||
| Contract liabilities | ( | ||||||||||
| Other assets and liabilities | ( | ||||||||||
Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
Business acquisitions, net of cash acquired | ( | ( | |||||||||
Purchases of property and equipment | ( | ( | |||||||||
Proceeds from sale of property and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
Payments on long-term borrowings | ( | ( | |||||||||
Payments of debt issuance costs | ( | ||||||||||
Payments on finance lease obligations and other long-term debt | ( | ( | |||||||||
Net cash used in financing activities | ( | ( | |||||||||
Net effect of exchange rate fluctuations on cash and cash equivalents | ( | ||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
Table of Contents
TIC Solutions, Inc.
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(Unaudited)
Supplemental cash flow information and schedules of non-cash investing and financing activities for the periods indicated were as follows:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
Supplemental disclosure of cash flow information | |||||||||||
Interest paid | $ | $ | |||||||||
Income taxes paid | $ | $ | |||||||||
Supplemental disclosure of non-cash operating, investing and financing activities: | |||||||||||
Purchases of property and equipment accrued and not yet paid | $ | $ | |||||||||
| Notes payable and other obligations issued for acquisitions | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
Table of Contents
TIC Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
(table amounts in thousands, except share and per share data)
(Unaudited)
(Unaudited)
NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Business
TIC Solutions, Inc. (formerly Acuren Corporation and hereinafter referred to as “we,” “our,” “us,” “TIC Solutions,” or the “Company”) is a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (“TICC”), engineering and consulting, and geospatial services. On August 4, 2025 (the “NV5 Closing Date”), the Company completed its acquisition of NV5 Global, Inc. (“NV5” and such acquisition, the “NV5 Acquisition”), an engineering and consulting services company. The Company operates primarily in North America and serves both private and public-sector clients. On October 10, 2025, the Company changed its name from Acuren Corporation to TIC Solutions, Inc.
The Company’s private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets and its public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Within industrial markets, the Company’s services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining. The Company provides mission-critical services that are essential to the safety, reliability, and efficiency of industrial assets, buildings and public infrastructure. The Company’s services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets.
Basis of Presentation
Significant Accounting Policies
The Company’s significant accounting policies are disclosed in “Note 2. Summary of Significant Accounting Policies” in our 2025 Annual Report and are supplemented by the notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, by following the five-step model: the Company identifies a contract with a customer, identifies the performance obligation(s) in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues as the Company satisfies the performance obligation(s).
6
Table of Contents
Nature of Services and Performance Obligations
The Company provides TICC, engineering, geospatial and other services to customers under a variety of contract types. Contracts are evaluated to determine whether they should be combined and whether they contain one or multiple performance obligations. Most contracts contain a single performance obligation, as the promise to transfer individual services is not separately identifiable from other promises in the contract and, therefore, is not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation utilizing several different pricing scenarios and is able to discretely price out each individual component based on its nature and relation to the overall performance obligation.
Performance obligations are generally satisfied over time as work progresses or services are rendered, because the customer simultaneously receives and consumes the benefits of the Company’s performance. Revenue may be recognized over time based on time and material incurred to date, which best portrays the transfer of control to the customer, or based on progress measured using an input method by comparing direct costs incurred to date to the estimated total direct costs for the completion of the services. Contract costs include labor, sub-consultant services and other direct costs. For contracts that meet the required conditions, the Company applies the as-invoiced practical expedient and recognizes revenue based on its right to invoice for services performed.
Performance obligations in certain contracts are satisfied at a point in time. Revenue for these services is recognized when control of the promised deliverable transfers to the customer, which is generally upon completion, delivery or customer acceptance of reports or analyses.
The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-unit price. Cost-reimbursable contracts consist of the following:
•time and material contracts, which are common for professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, the Company negotiates hourly billing rates and charges the clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.
•cost-plus contracts are the predominant contracting method used by the Company to charge clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value.
•lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of the Company’s lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. In most cases, we can bill additional fees if the construction schedule is modified and lengthened.
Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed.
As of March 31, 2026, the Company had $1.1 billion of remaining performance obligations, of which $860.2 million is expected to be recognized over the next 12 months. Performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, the Company includes revenue from such contracts in performance obligations to the extent of the remaining estimated amount.
Contract estimates are based on various assumptions to project the outcome of future events. These assumptions are dependent upon the accuracy of a variety of estimates, including engineering progress, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. If estimated total costs on contracts indicate a loss or reduction to the percentage of total contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The effect of revisions to revenues and estimated costs to complete contracts, including penalties, incentive awards, change orders, claims and anticipated losses, are recorded on a cumulative catch-up basis in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment.
7
Table of Contents
Contract Balances
The timing of revenue recognition, billings and cash collections results in, and are reflected within, “Accounts receivable, net,” “Contract assets, net,” and “Contract liabilities” on the condensed consolidated balance sheets.
“Accounts receivable, net” represents amounts billed to clients that remain uncollected as of the balance sheet date. The amounts are stated at their estimated realizable value. The Company maintains an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. See further discussion in “Note 5. Accounts Receivable and Contract Assets.”
“Contract assets, net” represent recognized amounts pending billing pursuant to contract terms or accounts billed after period end and are expected to be billed and collected within the next 12 months. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets that are classified as current.
In certain circumstances, the contract may allow for billing terms that result in cumulative amounts billed in excess of revenues recognized. “Contract liabilities” represent billings in excess of revenues recognized on these contracts as of the reporting date that are generally classified as current. During the three months ended March 31, 2026, revenue recognized related to the Company’s contract liabilities that existed as of December 31, 2025 was not material.
Contract Modifications
Contract modifications may occur in the normal course of business and typically result from changes in scope, specifications or performance period. In most cases, such modifications are not distinct and are accounted for as part of the existing contract. If a modification adds distinct goods or services at a price that reflects their standalone selling prices, it is accounted for as a separate contract.
Federal Acquisition Regulations
Federal Acquisition Regulations (“FAR”), which are applicable to the Company’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs.
Recent Accounting Pronouncements Not Yet Adopted
The Company has not adopted any new accounting pronouncements since the audited consolidated financial statements for the year ended December 31, 2025. See the 2025 Annual Report for information pertaining to the effects of recently adopted and other recent accounting pronouncements.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs that are accounted for under Subtopic 350-40. The amendments in this update remove all references to prescriptive and sequential software development stages. Under this ASU, capitalization of internal-use software begins when management authorizes and commits to funding the project and it is probable that the project will be completed. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods; however early adoption is permitted either prospectively or retrospectively. The Company is currently evaluating the impact the adoption of this guidance will have on its financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), requiring disclosure in the notes to the financial statements for specified information about certain costs and expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027; however early adoption is permitted and can be applied either prospectively or retrospectively. The Company is currently evaluating the impact the adoption of this guidance will have on its financial statements and related disclosures.
NOTE 2. BUSINESS COMBINATIONS
2026 Acquisitions
During the three months ended March 31, 2026, the Company completed one business combination, which was not significant to the consolidated financial statements. Total consideration for the acquisition was approximately $5.0 million. The Company recorded approximately $2.0 million of goodwill related to the acquisition. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805.
8
Table of Contents
2025 Acquisitions
NV5 Acquisition
On August 4, 2025, the Company completed its acquisition of NV5 pursuant to the Agreement and Plan of Merger dated May 14, 2025.
In conjunction with the NV5 Acquisition, in 2025 the Company completed a reorganization of the Company’s reportable segments to align with the service offerings of the combined entity. Accordingly, the post-acquisition results of NV5 are reported within the Company’s Consulting Engineering and Geospatial reportable segments, and the Company’s historical United States and Canada reportable segments have been combined into the Inspection and Mitigation reportable segment. “See Note 16. Segment Reporting” for further discussion regarding the Company’s reorganization and revised reportable segments.
The aggregate purchase consideration paid to the stockholders of NV5 totaled $1.7 billion, including: (i) a cash payment at the NV5 Closing Date of $870.9 million, (ii) the issuance of 73.2 million shares of common stock to NV5 stockholders with an estimated fair value of $768.3 million, and, (iii) the replacement of $76.5 million of unvested NV5 share-based awards, of which $29.7 million was attributable to pre-combination services. The Company funded the cash portion of the purchase price with a new term loan in an aggregate principal amount of $875.0 million and cash on hand. In conjunction with the debt financing, the Company incurred $21.9 million in debt issuance costs that were capitalized and will be amortized using the effective interest method over the remaining term of the Term Loans (as defined in “Note 11. Long-Term Debt”). The Company also increased the amount of its existing senior secured revolving credit facility to $125.0 million (the “Revolving Credit Facility”) and incurred debt issuance costs of $1.3 million related to the Revolving Credit Facility which will be amortized on a straight-line basis over the remaining term of the Revolving Credit Facility.
The NV5 Acquisition was accounted for under the acquisition method of accounting. The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of the fair values. The final determination of the fair values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The NV5 Acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, contract assets and liabilities, certain lease-related assets and liabilities, indemnification assets, and deferred tax assets and liabilities.
The excess of the purchase price over the preliminary fair value of the tangible and intangible net assets acquired and liabilities assumed has been recorded as goodwill. The goodwill balance is primarily attributed to the assembled workforce, expansion of service offerings, market opportunities and synergies expected to be achieved from the combined operations of the Company and NV5. The Company has preliminarily assigned goodwill amounts of approximately $15.4 million, $515.3 million, and $233.1 million to the Inspection and Mitigation, Consulting Engineering and Geospatial segments, respectively. Goodwill of $76.1 million is expected to be deductible for income tax purposes.
9
Table of Contents
The following table summarizes the preliminary estimated fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the NV5 Acquisition:
| Total | |||||
| Cash consideration | $ | ||||
| Equity consideration | |||||
| Replacement of share-based awards | |||||
Total consideration | $ | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivables | |||||
| Contract assets | |||||
| Prepaid expenses and other current assets | |||||
| Plant and equipment | |||||
| Other assets | |||||
| Operating lease right-of-use assets | |||||
| Intangible assets | |||||
| Accounts payable | ( | ||||
| Accrued expenses and other current liabilities | ( | ||||
| Contract liabilities | ( | ||||
| Other liabilities | ( | ||||
Deferred tax liabilities | ( | ||||
| Lease liabilities | ( | ||||
Total identifiable net assets acquired | $ | ||||
| Goodwill | $ | ||||
As part of the purchase price allocation, the Company determined the identifiable intangible assets included customer relationships, customer backlog, trade name, and developed technology. Management used the multi-period excess earnings method to estimate the fair value of the customer relationships, which utilized the following significant assumptions and inputs: revenue growth rates, EBITDA margins, attrition rates, probability of renewal, contributory asset charges, income tax rates, depreciation and discount rates.
The following table summarizes the preliminary fair value of the identifiable intangible assets:
| Fair Value as of March 31, 2026 | |||||
| Customer relationships | $ | ||||
| Customer backlog | |||||
| Trade name | |||||
| Developed technology | |||||
Total intangible assets | $ | ||||
The weighted useful lives over which the intangible assets will be amortized are estimated as follows: 15 years for customer relationships, 2 years for customer backlog, 10 years for the trade name, and 3 years for developed technology.
In conjunction with the NV5 Acquisition, the Company incurred transaction costs of $24.7 million, which were expensed and included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations.
10
Table of Contents
Pro Forma Consolidated Financial Information
The following pro forma consolidated financial information reflects the results of operations of the Company for the three months ended March 31, 2025 as if the NV5 Acquisition and related financing had occurred as of January 1, 2024, after giving effect to certain purchase accounting and financing adjustments. These amounts are based on financial information of the NV5 business and are not necessarily indicative of what the Company’s operating results would have been had the NV5 Acquisition and related financing taken place on January 1, 2024.
| Three Months Ended | |||||||||||
| March 31, 2025 | |||||||||||
| Net Revenue | $ | ||||||||||
| Net Loss | $ | ( | |||||||||
Pro forma financial information is presented as if the operations of NV5 had been included in the consolidated results of the Company since January 1, 2024, and gives effect to transactions that are directly attributable to the NV5 Acquisition and related financing. Adjustments, net of related tax impacts, include: additional depreciation and amortization expense related to the fair value of acquired property and equipment and intangible assets as if such assets were acquired on January 1, 2024; movement of transaction costs between reporting periods; interest expense under the Company’s Term Loans (defined in “Note 11. Long-Term Debt”) as if the amount borrowed to partially finance the purchase price was borrowed on January 1, 2024.
Other 2025 Acquisition Activity
NOTE 3. STOCKHOLDERS’ EQUITY
The Company has authorized shares consisting of two classes: 500,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share, of which 1,000,000 shares are designated as “Series A Preferred Stock” (the “Series A Preferred Stock”). As of March 31, 2026, the Company had 221,039,674 1,000,000
Series A Preferred Stock
The Company has 1,000,000
The holder of the Series A Preferred Stock are entitled to receive an annual dividend in the form of shares of common stock once the Average Price (as defined in our certificate of incorporation) of the common stock is at least $11.50 per share for any 10 consecutive trading days (the “Annual Dividend Amount”), with such condition having been satisfied during the year ended December 31, 2025.
The Annual Dividend Amount for the first Dividend Period (the year ended December 31, 2025) was equal to 20 percent of the increase in the volume-weighted average market price per share of the Company’s common stock for the last 10 trading days of the calendar year (the “Dividend Price”) over $10.00 per share multiplied by 121,476,215 shares. In subsequent years, the Annual Dividend Amount will be calculated based on the appreciated Dividend Price compared to the highest Dividend Price previously used in calculating the Annual Dividend Amount.
As of December 31, 2025, the Dividend Price was $10.28 . The annual dividend was declared as of December 31, 2025, and the Company issued 668,347 shares of our common stock to the holder of the Series A Preferred Stock in January 2026.
11
Table of Contents
Upon the liquidation of the Company, an Annual Dividend Amount shall be payable for the shortened Dividend Period and the holder of the Series A Preferred Stock shall have the right to a pro rata share (together with holders of the common stock) in the distribution of the surplus assets of the Company. In the event of a Change of Control, the holder of the Series A Preferred Stock will be entitled to receive, in the aggregate, a one-time dividend equal to the Change of Control Dividend Amount (as defined in our certificate of incorporation).
Holder of the Series A Preferred Stock will participate in any dividends on the common stock on an as converted basis. Specifically, if the Company pays a dividend on its common stock, the holder of the Series A Preferred Stock will also receive an amount equal to 20 percent of the dividend which would be distributable on 121,476,215 shares of common stock as of March 31, 2026. All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the common stock.
Shares of Series A Preferred Stock will be automatically converted into shares of common stock on a one-for-one basis on December 31, 2034 (the “Conversion”). At the option of the holder, each share of Series A Preferred Stock is convertible into one share of common stock until the Conversion. The holder of the Series A Preferred Stock is entitled to one vote per share on all matters submitted to a vote of stockholders of the Company, voting together with the holders of common stock as a single class.
The Company followed ASC 718, Compensation — Stock Compensation, to account for the issuance of the Series A Preferred Stock. See “Note 17. Share-Based Compensation” in the 2025 Annual Report for further discussion.
Warrants
Pre-Funded Warrant
On October 5, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investor named therein (the “Investor”), for the private placement (the “Private Placement”), of (i) 17,708,333 shares of the Company’s common stock, par value $0.0001 per share, at $12.00 per share and (ii) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 3,125,000 shares of common stock, at $11.9999 per share. The aggregate gross proceeds of the Private Placement were approximately $250.0 million, before deducting placement agent fees and other expenses. The Private Placement closed on October 7, 2025.
The Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, is immediately exercisable and will remain exercisable until exercised in full. The Pre-Funded Warrant is exercisable in cash or by means of a cashless exercise. The Investor may not exercise the Pre-Funded Warrant if the Investor, together with its affiliates, would beneficially own more than 9.99 % of the number of shares of common stock outstanding immediately after giving effect to such exercise; provided, however, that a holder may increase or decrease such percentage by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99 %.
The Pre-Funded Warrant was classified as a component of permanent stockholders’ equity within additional paid-in capital and was recorded at the issuance date using a relative fair value allocation method.
The Pre-Funded Warrant is equity classified because it (i) is a freestanding financial instrument that is legally detachable and separately exercisable from the equity instrument, (ii) is immediately exercisable, (iii) does not embody an obligation for the Company to repurchase its shares, (iv) permits the holders to receive a fixed number of shares of common stock upon exercise, (v) is indexed to the Company’s common stock and (vi) meets the equity classification criteria. The Company valued the Pre-Funded Warrant at issuance, concluding that its sales price approximated its fair value, and allocated net proceeds from the Private Placement proportionately to the Company's common stock and Pre-Funded Warrant.
Public Warrants
In May 2023, in connection with the Company’s initial IPO, the Company issued 54,975,000 Public Warrants to the purchasers of both common shares and Series A Preferred Stock (including 25,000 Warrants that were issued to the then independent non-founder directors in connection with their fees). Each Public Warrant is exercisable until July 30, 2027. The Public Warrants are exercisable in multiples of four -for-one share of common stock at an exercise price of $11.50 per whole share of common stock.
12
Table of Contents
The Public Warrants are mandatorily redeemable by the Company at a price of $0.01 should the average market price per share of the common stock exceed $18.00 for 10 consecutive trading days (subject to any prior adjustment in accordance with the terms of the Public Warrants). The Public Warrants expire worthless on July 30, 2027, if not exercised or redeemed. The Public Warrants were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging, and ASC 480, Distinguishing Liabilities from Equity. During the three months ended March 31, 2026, no Public Warrants were exercised for shares of commons stock. As of March 31, 2026 and May 1, 2026, the Company had 14,952,860 Public Warrants outstanding for approximately 3,738,215 shares of common stock.
Share Repurchase Program
NOTE 4. EARNINGS PER SHARE
Net income is allocated between the Company’s common stock and other participating securities (excluding unvested restricted stock awards) based on their participation rights. The Company has determined that its Series A Preferred Stock represent participating securities and are a class of common stock. As such, the Company uses the two-class method of computing earnings per share. Under this method, net income (or loss) is allocated between the holders of common stock and the holders of the Series A Preferred Stock based on their respective participation rights.
Given that holders of Series A Preferred Stock participate in net losses on a 1:1 basis with holders of common stock, the allocation of net losses under the two-class method is equivalent to the allocation of net losses that would result under the if-converted method. Consequently, there is no difference between basic and diluted net loss per share of common stock, which also excludes all potential common stock equivalents as their impact on diluted net loss per share would be anti-dilutive.
13
Table of Contents
The following table sets forth the computations of basic and diluted loss per share of common stock and Series A Preferred Stock using the two-class method and the if-converted method, respectively, for the three months ended March 31, 2026 and March 31, 2025.
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
Basic shares: | |||||||||||
| Numerator: | |||||||||||
Net loss | $ | ( | $ | ( | |||||||
Undistributed loss allocated to Series A Preferred Stock | |||||||||||
Net loss available to holders of common stock | $ | ( | $ | ( | |||||||
| Denominator: | |||||||||||
Weighted average common stock outstanding – basic | |||||||||||
Weighted average Series A Preferred Stock outstanding – basic | |||||||||||
Basic loss per common stock | $ | ( | $ | ( | |||||||
Basic loss per Series A Preferred Stock | $ | ( | $ | ( | |||||||
Dilutive shares: | |||||||||||
| Numerator: | |||||||||||
| Undistributed loss allocated to common stock | $ | ( | $ | ( | |||||||
Undistributed loss allocated to Series A Preferred Stock | ( | ( | |||||||||
Total undistributed loss | $ | ( | $ | ( | |||||||
| Denominator: | |||||||||||
Weighted average common stock outstanding – basic | |||||||||||
| Add: dilutive securities | |||||||||||
| Series A Preferred Stock | |||||||||||
Weighted average common stock outstanding – diluted | |||||||||||
Weighted average Series A Preferred Stock outstanding – diluted | |||||||||||
Diluted loss per common stock | $ | ( | $ | ( | |||||||
Diluted loss per Series A Preferred Stock | $ | ( | $ | ( | |||||||
For the three months ended March 31, 2026 and March 31, 2025, the Company excluded the following potentially dilutive shares from the computation of diluted loss per common stock as the impact would have been anti-dilutive:
| Three Months Ended | |||||||||||
| Potentially dilutive securities | March 31, 2026 | March 31, 2025 | |||||||||
Stock options(1) | |||||||||||
Warrants(1) | |||||||||||
| Restricted stock awards | |||||||||||
| Restricted stock units | |||||||||||
Shares issuable pursuant to the Series A Preferred Stock dividend(2) | |||||||||||
(1) For the three months ended March 31, 2026, the stock options and warrants were out of the money. | |||||||||||
(2) See discussion of the Annual Dividend Amount in “Note 3. Stockholders’ Equity.” | |||||||||||
14
Table of Contents
NOTE 5. ACCOUNTS RECEIVABLE AND CONTRACT ASSETS
Accounts receivable and contract assets are recorded net of allowances for credit losses. Accounts receivable represent invoiced and accrued revenue while contract assets represent accrued revenue that has yet to be invoiced to the customer. The Company’s accounts receivable, contract assets and allowance for credit losses consisted of the following as of the below dates:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Accounts receivables | $ | $ | |||||||||
| Contract assets | |||||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Total accounts receivables, net | $ | $ | |||||||||
The Company records an allowance for credit losses for accounts receivable based on management’s expected credit losses. Management’s estimate of expected credit losses is based on its assessment of the business environment, customers’ financial condition, historical collection experience, accounts receivable aging and customer disputes.
NOTE 6. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
| Useful Life (Years) | March 31, 2026 | December 31, 2025 | |||||||||||||||
| Land | $ | $ | |||||||||||||||
| Buildings and leasehold improvements | |||||||||||||||||
| Computer, software, and office equipment | |||||||||||||||||
| Machinery and equipment | |||||||||||||||||
| Vehicles, aircrafts and vessels | |||||||||||||||||
| Construction in progress | |||||||||||||||||
| Total property and equipment | |||||||||||||||||
| Accumulated depreciation | ( | ( | |||||||||||||||
| Property and equipment, net | $ | $ | |||||||||||||||
Total depreciation expense for property and equipment was recognized as follows for the following periods:
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||
Cost of revenue | $ | $ | |||||||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||||||||
Total depreciation expense | $ | $ | |||||||||||||||||||||
NOTE 7. GOODWILL
The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2026 were as follows:
| Inspection and Mitigation | Consulting Engineering | Geospatial | Total | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||
| Measurement period adjustments | |||||||||||||||||||||||
| Currency adjustments | ( | ( | |||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
15
Table of Contents
NOTE 8. INTANGIBLE ASSETS
The gross carrying amounts and accumulated amortization of intangible assets were as follows:
| Weighted Average Remaining Life (Years) | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Customer backlog | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Tradenames | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Technology | ( | ( | |||||||||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
NOTE 9. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued Expenses and Other Current Liabilities
The Company’s accrued expenses and other current liabilities consisted of the following as of the below dates:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Accrued salaries, wages and related employee benefits | $ | $ | |||||||||
| Accrued trade payables | |||||||||||
| Accrued operating expenses | |||||||||||
| Accrued indirect taxes | |||||||||||
| Accrued sales discounts | |||||||||||
| Current portion of contingent consideration | |||||||||||
| Other accrued expenses | |||||||||||
| Total accrued expenses and other current liabilities | $ | $ | |||||||||
Contingent Consideration
Contingent consideration arrangements are included as part of the purchase price of acquired companies on their respective acquisition dates. The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. Changes in the estimated fair value of contingent consideration payments are included in “Selling, general and administrative expenses” in the consolidated statements of operations. During the three months ended March 31, 2026 the Company recorded contingent consideration of $1.0 million related to 2026 acquisitions and made payments of $1.3 million. Fair value re-measurements were $1.9 million during the three months ended March 31, 2026. Accordingly, as of March 31, 2026, the Company had $15.2 million of contingent consideration recorded on the condensed consolidated balance sheet, including $12.7 million reflected as current. As of December 31, 2025, the Company had $13.6 million of contingent consideration recorded on the consolidated balance sheet, including $8.6 million reflected as current
16
Table of Contents
NOTE 10. FAIR VALUE MEASUREMENTS
The Company performs fair value measurements by determining the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three-level hierarchy that prioritizes the inputs used to measure fair value. The three levels of the hierarchy are defined as follows:
| Level 1 | — | Unadjusted quoted prices in active markets that are accessible at the measurement dates for identical, unrestricted assets or liabilities. | ||||||
| Level 2 | — | Quoted prices for markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. | ||||||
| Level 3 | — | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity). | ||||||
If the inputs used to measure the financial assets and liabilities fall within the different levels described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying values of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values because of their short maturity. The fair values of the Company’s revolving line of credit facilities and long-term debt approximate their carrying value as they are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The fair values of the Company’s finance lease obligations approximate their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt.
The Company reviews and re-assesses the estimated fair value of contingent consideration liabilities on a quarterly basis and the updated fair value could differ from the initial estimates. The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The Company generally uses an option-based model or a probability-weighted approach to determine the fair value of earn-outs based on key inputs requiring significant judgments and estimates to be made by the Company, including projections of future earnings over the earn-out period. Significant increases or decreases to these inputs could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate as of the acquisition date and amount paid will be recorded in earnings.
The fair value of interest rate swap agreements are determined using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. This fair value measurement is based on inputs that are observable either directly or indirectly and thus represents a Level 2 measurement within the fair value hierarchy. Refer to “Note 12. Financial Instruments” for further details on the accounting treatment of swap agreements.
NOTE 11. LONG-TERM DEBT
The Company’s long-term debt obligations consisted of the following:
| Maturity Date | March 31, 2026 | December 31, 2025 | ||||||||||||||||||
| Term Loans | July 30, 2031 | $ | $ | |||||||||||||||||
| Revolving credit facility | July 30, 2029 | |||||||||||||||||||
| Promissory notes | ||||||||||||||||||||
| Less: Unamortized deferred financing costs | ( | ( | ||||||||||||||||||
| Total debt, net | ||||||||||||||||||||
| Less: | ||||||||||||||||||||
| Current portion of Term Loans | ( | ( | ||||||||||||||||||
| Current portion of promissory notes | ( | ( | ||||||||||||||||||
| Long-term debt, net of current portion | $ | $ | ||||||||||||||||||
17
Table of Contents
2024 Credit Agreement
The Company is party to a credit agreement by and among Acuren Delaware Holdco, Inc. (f/k/a AAL Delaware Holdco, Inc.), a wholly-owned subsidiary of the Company, as the initial borrower, Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), a wholly-owned subsidiary of the Company, as a borrower, and any other subsidiaries of the Company from time to time party thereto as borrowers, (collectively, the “Borrowers”), the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent (the “Credit Agreement”). The Credit Agreement provides for a $775.0 million seven-year senior secured term loan (the “2024 Term Loan”) under the senior secured term loan facility (the “Term Loan Facility”) and a $75.0 million five-year senior Revolving Credit Facility, of which up to $20.0 million can be used for the issuance of letters of credit (together with the Term Loan Facility, the “Credit Facility”).
The Credit Facility contains certain customary negative operating covenants (certain of which are not applicable depending on net leverage ratios), customary restrictive covenants and other customary provisions relating to events of default, including non-payment of principal, interest or fees, breach of covenants, misrepresentations, insolvency proceedings, cross default to other indebtedness of the Borrowers and its subsidiaries in excess of $40.0 million or judgments from creditors of such amount, change of control, and certain events relating to Employee Retirement Income Security Act plans.
Solely with respect to the Revolving Credit Facility, the Credit Facility contains a financial covenant for the First Lien Net Leverage Ratio to be tested as of the last day of any such fiscal quarter only in the event that the total outstanding (excluding undrawn Letters of Credit) is greater than 35 % of the total Revolving Credit Commitment, in which case the First Lien Net Leverage Ratio may exceed 5.85 to 1.00. As of March 31, 2026, the Company was in compliance with the covenants under the Credit Facility.
Obligations under the Credit Agreement are guaranteed on a senior secured basis, jointly and severally, by the Company and substantially all of its U.S. and Canadian subsidiaries. Amounts borrowed under the Credit Facility are secured on a first priority basis by a perfected security interest in substantially all of the present and future property (subject to certain exceptions) of the Borrower and each guarantor.
Repricing of Term Loan
On January 31, 2025, the Company entered into the First Amendment to the Credit Agreement, pursuant to which the interest rate margins for the Term Loan decreased from 2.50 % to 1.75 % for the base rate and from 3.50 % to 2.75 % for the secured overnight financing rate (“SOFR”), adjusted for statutory reserves. All other material terms of the Credit Agreement, including the aggregate principal amount, repayment terms, and interest rate applicable on the revolving credit facility available under the Credit Agreement (the “Revolving Credit Facility”) remained the same. The Company evaluated the change of terms under ASC 470-50, Debt–Modifications and Extinguishments, and concluded the change in terms did not result in significant and consequential changes to the economic substance of the debt and thus resulted in a modification of the debt and not an extinguishment of the debt. As such, the financing costs of $1.2 million were reflected as additional debt issuance costs and are amortized to interest expense over the term of the Term Loan.
Second Amendment to Credit Agreement
On August 4, 2025, in connection with the NV5 Acquisition, the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment amended the Credit Agreement to: (i) include new term loans in an aggregate principal amount of $875.0 million (the “2025 Term Loans,” and together with the 2024 Term Loans, the “Term Loans”), and (ii) increase the aggregate amount of the Revolving Credit Facility from $75.0 million to $125.0 million. Principal payments on the Term Loans, commenced on September 30, 2025 and will be made in quarterly installments on the last day of each fiscal quarter in an amount equal to $4.1 million, subject to adjustments in accordance with the Credit Agreement. Accordingly, as of March 31, 2026, the Company has reflected $16.5 million of principal payments as current in the condensed consolidated balance sheet.
As of March 31, 2026, the Company had $1.6 billion of principal outstanding under the Term Loans. The interest rate applicable to the Term Loans is, at the Company’s option, either: (1) a base rate plus an applicable margin equal to 1.75 % or (2) SOFR plus an applicable margin equal to 2.75 %. For the three months ended March 31, 2026, the Company recorded $1.7 million of amortization expense related to debt issuance costs incurred in connection with the Term Loans. The Term Loans will mature on July 30, 2031.
18
Table of Contents
Revolving Credit Facility
The interest rate applicable to borrowings under the Revolving Credit Facility is, at the Company’s option, either: (1) a base rate plus an applicable margin equal to 2.50 % or (2) SOFR (adjusted for statutory reserves) plus an applicable margin equal to 3.50 %. The unused portion of the Revolving Credit Facility is subject to a commitment fee of 0.375 % or 0.50 % based on the Company’s first lien net leverage ratio. For the three months ended March 31, 2026, the amortization expense related to debt issuance costs incurred in connection with the Revolving Credit Facility was immaterial . As of March 31, 2026 and December 31, 2025, the Company had no
Letters of Credit and Surety Bonds
As of March 31, 2026, the Company had $14.1 million in stand-by letters of credit issued (as a component of the Revolving Credit Facility), but did not withdraw any amount against the letters of credit. Additionally, the Company had $71.0 million in surety bonds outstanding, which are not a component of the Revolving Credit Facility.
Promissory Notes
NOTE 12. FINANCIAL INSTRUMENTS
NOTE 13. INCOME TAXES
Income taxes are accounted for under the asset and liability method as required by ASC 740, Income Taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured at the enacted income tax rates expected to apply in the taxable year that the asset or liability is expected to be recovered or settled.
The Company recorded an income tax benefit of $16.5 million for the three months ended March 31, 2026 and an income tax provision of $1.5 million for the three months ended March 31, 2025. The effective tax rate, inclusive of discrete items, was 28.4 % and (6.0 )% for the three months ended March 31, 2026 and March 31, 2025, respectively, which was driven by a combination of the disparity between results of operations as well as the tax jurisdictions across the United States and Canada, permanent non-deductible expenses, and the valuation allowance discussed in further detail below.
The Company evaluated and considered all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for its deferred tax assets was needed. The deferred tax assets are composed primarily of net operating loss carryforwards and 163(j) interest limitation carryforwards. The Company primarily relies on reversing taxable temporary differences to support the realization of its deferred tax assets. Based on available evidence and limitations on interest deductions under the tax law, the Company previously had a valuation allowance of $10.5 million as of March 31, 2025, primarily against the interest expense carryforward. However, the deferred tax liability recorded in connection with the NV5 Acquisition provided a source of future taxable income which supports the realizability of the interest expense carryforward asset and therefore the valuation allowance was reversed during the three months ended September 30, 2025. The deferred tax liability continues to support the realizability of the interest expense carryforward asset and no valuation allowance has been recorded during the three months ended March 31, 2026.
19
Table of Contents
NOTE 14. STOCK-BASED COMPENSATION
Restricted Stock Units
Awards of Restricted Stock Units (“RSUs”) are independent of stock option grants and are generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are recognized as they occur. The Company’s RSU’s consist of three types: time-based units, market-based units and performance-based units, that are settled in shares of the Company’s common stock upon vesting.
The time-based awards issued to the Company’s employees vest either (i) in equal installments over a three-year service period from the grant date or (ii) cliff vest at the end of a one to three-year service period from the grant date. The time-based RSUs issued to the Company’s directors vest at the end of the anniversary date of their grant date. The market-based RSUs issued to the Company’s employees vest upon the later of the (i) first anniversary of the grant date and (ii) the calendar day following the 10 consecutive trading day period during which the VWAP of the Company’s common stock reaches $20.00 per share, which must be achieved before the fifth anniversary of the grant date. The performance-based RSUs issued to the Company’s employees vest based on the attainment of performance-based targets as outlined in the award grant notice over a three-year performance period.
The grant-date fair values of the time-based units and the performance-based units were determined based on the fair value of the underlying common stock on the grant date. The grant-date fair value of the market-based units was determined using a Monte Carlo simulation method which takes into consideration different stock price paths.
Below is a summary of RSU activity for the three months ended March 31, 2026:
| Time Vesting Units | Market Vesting Units | Performance Vesting | |||||||||||||||||||||||||||||||||
| Number of Units | Weighted Average Grant Date Fair Value | Number of Units | Weighted Average Grant Date Fair Value | Number of Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
Unvested as of December 31, 2025 | $ | $ | $ | ||||||||||||||||||||||||||||||||
Granted | |||||||||||||||||||||||||||||||||||
Forfeited | ( | ( | ( | ||||||||||||||||||||||||||||||||
Units Vested | ( | ||||||||||||||||||||||||||||||||||
| Unvested as of March 31, 2026 | $ | $ | $ | ||||||||||||||||||||||||||||||||
Share-based compensation expense is recorded in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and comprehensive income (loss). Share-based compensation expense for the Company’s RSUs during the three months ended March 31, 2026 was $7.8 million, consisting of $6.6 million for time-based RSU’s, $0.3 million for market-based RSUs, and $0.9 million for performance-based RSU’s. Share-based compensation expense includes $4.2 million of expense related to the Company’s liability-classified awards during the three months ended March 31, 2026. The total estimated amount of the liability-classified awards is approximately $17.4 million.
As of March 31, 2026, the total unrecognized compensation expense for time-based RSUs was $43.5 million, which is expected to be recognized over a weighted average period of approximately 2.1 years. As of March 31, 2026, the total unrecognized compensation expense for market-based RSUs was $1.1 million, which is expected to be recognized over a weighted average period of approximately 1.0 years. As of March 31, 2026, the total unrecognized compensation expense for performance-based RSUs was $24.8 million, which is expected to be recognized over a weighted average period of approximately 2.7 years. The aggregate intrinsic value of RSUs vested during the three months ended March 31, 2026 was $1.0 million.
Restricted Stock Awards
NV5 historically granted Restricted Stock Awards (“RSAs”) to its employees. The RSAs generally provided for service-based cliff vesting two to four years following the grant date. In connection with the NV5 Acquisition, all outstanding unvested RSAs otherwise not accelerated upon the NV5 Closing Date were converted into RSAs of the Company with substantially similar terms and conditions of the previously existing awards, including future service requirements. The RSAs were replaced based on an exchange ratio of 2.0387 , which was calculated in the same manner as the exchange ratio that was applicable to the NV5 common stock outstanding on the NV5 Closing Date and that received merger consideration on the NV5 Closing Date.
20
Table of Contents
The following summarizes the activity of restricted stock awards during the three months ended March 31, 2026:
| Number of Unvested Restricted Stock Awards | Weighted Average Grant Date Fair Value | ||||||||||
Unvested as of December 31, 2025 | $ | ||||||||||
Forfeited | ( | ||||||||||
Vested | ( | ||||||||||
| Unvested as of March 31, 2026 | $ | ||||||||||
Share-based compensation expense relating to RSAs during the three months ended March 31, 2026 was $5.1 million. As of March 31, 2026, the total unrecognized share-based compensation expense for RSAs was $29.8 million, which is expected to be recognized over a weighted average period of approximately 1.4 years. The aggregate intrinsic value of RSAs vested during the three months ended March 31, 2026 was $3.5 million.
Employee Stock Purchase Plan
The Company’s Employee Stock Purchase Plan (“ESPP”) allows qualified employees to purchase designated shares of the Company’s common stock at a price equal to 85 % of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. The Company did not issue any shares of common stock pursuant to the ESPP during the three months ended March 31, 2026. Share-based compensation expense for the Company’s ESPP during the three months ended March 31, 2026 was not material.
NOTE 15. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is involved in matters that involve various claims which have arisen in the normal course of business. The Company does not believe any liabilities that may arise as a result of such claims will have a material adverse effect, individually or in the aggregate, on its business, results of operations, cash flows or financial condition.
NOTE 16. SEGMENT REPORTING
The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). The Company’s Chief Executive Officer is the Company’s chief operating decision-maker (“CODM”). The Company is organized into three reportable segments as follows:
•Inspection and Mitigation, which includes the Company’s legacy testing, inspection, certification and compliance services in the United States, Canada, and United Kingdom;
•Consulting Engineering, which includes the Company’s engineering, civil program management, utility services, conformity assessment, clean energy consulting, data center commissioning and consulting, buildings and program management, MEP & technology design, and environmental health science services; and
•Geospatial, which includes the Company’s geospatial solution services.
The Company’s reportable segments are strategic business units that offer different products and services. The accounting policies of the reportable segments are the same as those described under “Note 1. Basis of Presentation and Significant Accounting Policies.” The CODM evaluates the performance of these reportable segments based on their respective gross profit. The CODM considers budget-to-actual and forecast-to-actual variances on a monthly basis when making decisions about allocating resources. The CODM does not regularly review capital expenditures by segment.
21
Table of Contents
The following tables set forth certain financial information for each of the Company’s reportable segments for the periods indicated:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||
| Inspection and Mitigation | Consulting Engineering | Geospatial | Corporate and Eliminations | Total | |||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Long-lived assets (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Long-lived assets consist of property and equipment, net as identified in “Note 6. Property and equipment.”
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||
| Inspection and Mitigation | Consulting Engineering | Geospatial | Corporate and Eliminations | Total | |||||||||||||||||||||||||
Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Long-lived assets (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Long-lived assets consist of property and equipment, net as identified in “Note 6. Property and equipment.”
The Company disaggregates its revenues from contracts with customers by geographic location, customer type, and contract type for each of its reportable segments. Disaggregated revenues include inter-segment revenues which are ultimately eliminated within Corporate and Eliminations. The Company believes this best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by economic factors.
Revenues, classified by the major geographic areas in which the Company's customers are located, were as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| Inspection and Mitigation | Consulting Engineering | Geospatial | Total | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Other foreign | |||||||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Inspection and Mitigation | Consulting Engineering | Geospatial | Total | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Other foreign | |||||||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | |||||||||||||||||||
22
Table of Contents
Revenues by customer were as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| Inspection and Mitigation | Consulting Engineering | Geospatial | Total | ||||||||||||||||||||
| Public and quasi-public sector | $ | $ | $ | $ | |||||||||||||||||||
| Private sector | |||||||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Inspection and Mitigation | Consulting Engineering | Geospatial | Total | ||||||||||||||||||||
| Public and quasi-public sector | $ | $ | $ | $ | |||||||||||||||||||
| Private sector | |||||||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | |||||||||||||||||||
Revenues by contract type were as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| Inspection and Mitigation | Consulting Engineering | Geospatial | Total | ||||||||||||||||||||
| Cost-reimbursable contracts | $ | $ | $ | $ | |||||||||||||||||||
| Fixed-unit price contracts | |||||||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Inspection and Mitigation | Consulting Engineering | Geospatial | Total | ||||||||||||||||||||
| Cost-reimbursable contracts | $ | $ | $ | $ | |||||||||||||||||||
| Fixed-unit price contracts | |||||||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | |||||||||||||||||||
NOTE 17. RELATED PARTIES
On July 30, 2024, the Company entered into a Consulting Services Agreement with Mariposa Capital, LLC, an entity owned by the Co-Chairman of the Company’s board of directors. Under this agreement, Mariposa Capital, LLC agreed to provide certain services, including corporate development and consulting services, consulting services with respect to mergers and acquisitions, investor relations services, strategic planning consulting services, capital expenditure allocation consulting services, strategic treasury consulting services and such other services relating to the Company as may from time to time be mutually agreed. In connection with these services, Mariposa Capital, LLC is entitled to receive an annual fee equal to $2.0 million, payable in quarterly installments. The initial term of this agreement was for the one-year period ended July 30, 2025. The agreement was automatically renewed and automatically renews for successive one-year terms unless either party notifies the other party in writing of its intention not to renew this agreement no later than 90 days prior to the expiration of the term. This agreement may only be terminated by the Company upon a vote of a majority of the directors. In the event that this agreement is terminated by the Company, the effective date of the termination will be six months following the expiration of the initial term or a renewal term, as the case may be. During each of the quarters ending March 31, 2026 and March 31, 2025, the Company paid $0.5
23
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the results of operations of: (i) TIC Solutions, Inc. and its subsidiaries (collectively, the “Company,” “we,” “our,” “us,” or “TIC Solutions”) (formerly Acuren Corporation) for the three months ended March 31, 2026, compared to the results of operations for the three months ended March 31, 2025. This discussion should be read in conjunction with the information contained in the unaudited TIC Solutions, Inc. condensed consolidated financial statements and the notes related thereto included elsewhere in this Quarterly Report and the audited financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K. The tables below are presented in thousands except for percentages and share and per share amounts.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report contains “forward-looking statements”. These forward-looking statements are based on beliefs and assumptions as of the date such statements are made. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “expect,” “anticipate,” “project,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “potential,” “target,” “would,” and similar expressions, although not all forward-looking statements contain these identifying terms. These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements concerning our expectations regarding, as of the date such statements are made: (i) economic, industry and market conditions, including as a result of inflation, and trade and geopolitical conflicts, (ii) the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity, (iii) the cost of compliance with laws and regulations, (iv) the impact of legal claims and related contingencies, (v) estimates and liabilities regarding accounting and tax matters, and (vi) the Company’s acquisitions, including the NV5 Acquisition and the goodwill, synergies and benefits of such acquisition.
These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including, among others, (i) economic conditions affecting the industries we serve, including the construction industry and the energy sector, as well as general economic conditions; (ii) adverse developments in the credit markets that could adversely affect funding of construction projects; (iii) the ability and willingness of customers to invest in infrastructure projects; (iv) a decline in demand for our services or for the products and services of our customers; (v) the fact that our revenues are derived primarily from contracts with durations of less than six months and the risk that customers will not renew or enter into new contracts; (vi) our ability to successfully acquire other businesses, successfully integrate acquired businesses into our operations and manage the risks and potential liabilities associated with those acquisitions; (vii) our ability to compete successfully in the industries and markets we serve; (viii) our ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for arrangements with fixed price terms; (ix) increases in the cost, or reductions in the supply, of the materials we use in our business and for which we bear the risk of such increases; (x) the inherently dangerous nature of the services we provide and the risks of potential liability; (xi) the seasonality of our business and the impact of weather conditions; (xii) our ability to remediate any material weaknesses; (xiii) the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and regulations; (xiv) our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness; (xv) a prolonged government shutdown, and (xvi) our compliance with certain financial maintenance covenants in the documents governing our indebtedness and the effect on our liquidity of any failure to comply with such covenants.
Please see the section entitled “Risk Factors” located in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A of this Quarterly Report for a further discussion of these and other risks and uncertainties which could affect our future results. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are legally required to disclose certain matters in our SEC filings or otherwise.
24
Table of Contents
Overview
We are a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering and consulting, and geospatial services. We provide mission-critical services that are essential to the safety, reliability, and efficiency of industrial assets, buildings and public infrastructure. Our services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets.
We operate primarily in North America and serve both private and public-sector clients. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Within industrial markets, our services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining.
On October 10, 2025, we changed our name from Acuren Corporation to TIC Solutions, Inc.
Recent Developments
Employee Stock Purchase Plan
Our Employee Stock Purchase Plan (“ESPP”) allows qualified employees to purchase designated shares of the our common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. We did not issue any shares of common stock pursuant to the ESPP during the three months ended March 31, 2026.
Share Repurchase
On March 10, 2026, our Board of Directors approved a share repurchase program of up to $200 million of our common stock. As of March 31, 2026, we have not repurchased any common stock under the share repurchase program. Our share repurchase program does not obligate us to purchase any shares.
NV5 Acquisition
On August 4, 2025 (the “NV5 Closing Date”), we completed the NV5 Acquisition. NV5 is a global provider of infrastructure engineering, building systems, environmental consulting and geospatial analytics to private and public-sector clients in the infrastructure, utility services, construction, real estate, environmental and geospatial markets. Pursuant to the terms of the merger agreement, the aggregate purchase price was approximately $1.7 billion, including the full repayment of NV5’s outstanding debt. The Company paid total consideration consisting of $870.9 million in cash and the issuance of approximately 73.2 million shares of Company common stock.
Certain Factors and Trends Affecting Results of Operations
Summary of Acquisitions
The Company completed other immaterial acquisitions during the periods presented that also affect the comparability of its results of operations.
Economic, Industry and Market Factors
We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and other international jurisdictions and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures during 2025 and into 2026. Although we look to mitigate the impact of these pressures with a combination of cost management and price initiatives, there can be no guarantee that these initiatives will be successful. There has been no direct effect on our business from the Russian-Ukrainian or the Middle Eastern conflicts, although these conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.
The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024, and other aspects effective January 1, 2025. The U.S. and other countries continue to discuss how Pillar 2 will apply to U.S. companies. We are continuing to evaluate and monitor the impact of Pillar 2 and the evolving legislative landscape. To date, Pillar 2 has not had a material impact on our effective tax rate or condensed consolidated financial statements.
25
Table of Contents
Description of Key Financial Statement Line Items
Revenue
Revenue is recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration we expect to receive in exchange for those goods or services. Our performance obligations are satisfied as work progresses or at a point in time. Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. For our cost-reimbursable contracts, revenue is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs. Revenue from services transferred to customers at a point in time is recognized when control of the promised deliverable transfers to the customer, which is generally upon completion, delivery, or customer acceptance of reports or analyses.
Cost of revenue
Cost of revenue consists primarily of direct labor, sub-consultant services, and other direct costs. Other direct costs include materials and costs, such as supplies, tools, facility costs, and depreciation of equipment related to our services as well as travel, per diem, and lodging costs. Labor costs are recognized as labor hours are incurred in delivering services.
Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of certain indirect costs of providing our services, employee compensation, information systems and technology costs, share-based compensation, depreciation, amortization of intangibles, and facility related expenses.
Results of Operations
The comparability of our operating results for the three months ended March 31, 2026 and March 31, 2025 was impacted by the NV5 Acquisition. In the discussion of our results of operations for these periods, we may quantitatively disclose the impacts of the NV5 Acquisition to the extent they remain ascertainable.
The following table summarizes our results of operations for the periods indicated:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| Revenue | $ | 488,029 | $ | 234,215 | |||||||
| Cost of revenue | 326,728 | 190,546 | |||||||||
| Gross profit | 161,301 | 43,669 | |||||||||
| Selling, general and administrative expenses | 150,328 | 39,872 | |||||||||
| Depreciation and amortization | 40,036 | 13,237 | |||||||||
Loss from operations | (29,063) | (9,440) | |||||||||
| Interest expense, net | 29,021 | 16,007 | |||||||||
Other income, net | (77) | (1,119) | |||||||||
Loss before income tax benefit | (58,007) | (24,328) | |||||||||
Income tax provision (benefit) | (16,458) | 1,465 | |||||||||
Net loss | $ | (41,549) | $ | (25,793) | |||||||
Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025
Revenues
Revenues were $488.0 million for the three months ended March 31, 2026, an increase of $253.8 million, or 108%, compared to $234.2 million during the three months ended March 31, 2025. The increase in revenues was primarily driven by incremental revenues of $253.2 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, revenues increased by $0.6 million due to increased call-out and outage work, which was partially offset by lower run-and-maintain and capital project activity.
26
Table of Contents
Cost of revenues
Cost of revenues were $326.7 million for the three months ended March 31, 2026, an increase of $136.2 million, or 71%, compared to $190.5 million during the three months ended March 31, 2025. The increase was primarily driven by incremental cost of revenues of $132.7 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, cost of revenues increased $3.5 million which was primarily driven by a decline in higher-margin capital project work and an associated shift in revenue mix toward callout and lower-margin run-and-maintain activity.
Gross profit
The following table presents gross profit and gross profit margin, defined as gross profit as a percentage of revenue, for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| Revenue | $ | 488,029 | $ | 234,215 | |||||||
| Gross profit | $ | 161,301 | $ | 43,669 | |||||||
| Gross profit margin | 33 | % | 19 | % | |||||||
Gross profit was $161.3 million for the three months ended March 31, 2026, an increase of $117.6 million, or 269%, compared to $43.7 million during the three months ended March 31, 2025. Gross profit margin was 33.1% for the three months ended March 31, 2026 compared to 18.6% during the three months ended March 31, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $120.5 million of gross profit and 48% gross profit margin. NV5’s consulting engineering and geospatial services have higher gross profit than the TIC Solutions legacy services. Excluding the NV5 Acquisition, gross profit decreased $2.9 million. The decrease was primarily due to a decline in higher-margin capital project work and an associated shift in revenue mix toward callout and lower-margin run-and-maintain activity relative to the prior-year period.
Selling, general and administrative expenses
The following table presents selling, general and administrative expenses (“SG&A expenses”) and SG&A expenses as a percentage of revenue for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| SG&A expenses | $ | 150,328 | $ | 39,872 | |||||||
| SG&A expenses as a percentage of revenue (%) | 31 | % | 17 | % | |||||||
SG&A expenses were $150.3 million for the three months ended March 31, 2026, an increase of $110.5 million, or 277%, compared to $39.9 million during the three months ended March 31, 2025. The increase in SG&A expense was primarily driven by incremental expenses of $95.3 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, SG&A expenses increased $15.2 million. The increase was primarily driven by an increase in share-based compensation and acquisition-related expenses.
Depreciation and amortization expense
Total depreciation expense for property and equipment and amortization expense for intangibles were recognized as follows:
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
Depreciation expense included in cost of revenue | $ | 18,843 | $ | 15,362 | |||||||
Depreciation and amortization expense | 40,036 | 13,237 | |||||||||
Total depreciation and amortization expense | $ | 58,880 | $ | 28,599 | |||||||
This increase in depreciation and amortization expense of $30.3 million, or 106%, was primarily driven by incremental amortization expense of $23.0 million and depreciation expense of $5.2 million resulting from the NV5 Acquisition.
27
Table of Contents
Interest expense, net
Interest expense, net was $29.0 million for the three months ended March 31, 2026, an increase of $13.0 million, or 81%, compared to $16.0 million during the three months ended March 31, 2025. The increase in interest expense was primarily driven by an increase in our indebtedness as a result of the NV5 Acquisition.
Income taxes
The Company recorded an income tax benefit of $16.5 million for the three months ended March 31, 2026 compared to an income tax expense of $1.5 million during the three months ended March 31, 2025. The income tax benefit for the three months ended March 31, 2026 was primarily driven by the loss recognized in the period and the reversal of an uncertain tax liability from a prior acquisition. See “Note 13. Income Taxes” for further discussion.
Operating Segment Results
The following tables set forth summarized financial information about our reportable segments for the periods indicated.
Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025
Revenue
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
Inspection and Mitigation | $ | 234,827 | $ | 234,215 | |||||||
Consulting Engineering | 187,341 | — | |||||||||
Geospatial | 65,861 | — | |||||||||
| Total | $ | 488,029 | $ | 234,215 | |||||||
Cost of revenue
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
Inspection and Mitigation | $ | 194,066 | $ | 190,546 | |||||||
Consulting Engineering | 98,191 | — | |||||||||
Geospatial | 34,471 | — | |||||||||
| Total | $ | 326,728 | $ | 190,546 | |||||||
Gross profit
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
Inspection and Mitigation | $ | 40,761 | $ | 43,669 | |||||||
Consulting Engineering | 89,150 | — | |||||||||
Geospatial | 31,390 | — | |||||||||
| Total | $ | 161,301 | $ | 43,669 | |||||||
Inspection and Mitigation
Inspection and Mitigation revenues were $234.8 million for the three months ended March 31, 2026, an increase of $0.6 million, or 0.3%, compared to $234.2 million during the three months ended March 31, 2025. The increase primarily reflects higher call-out and outage activity, which was partially offset by a decline in capital project and construction work, as well as continued softness in the chemicals end market.
Segment gross profit was $40.8 million for the three months ended March 31, 2026, a decrease of $2.9 million, or 6.7%, compared to $43.7 million during the three months ended March 31, 2025. The decrease was primarily driven by a decline in higher-margin capital project work and an associated shift in revenue mix toward callout and lower-margin run-and-maintain activity, as well as increased depreciation expense.
28
Table of Contents
Consulting Engineering
Consulting Engineering revenue was $187.3 million for the three months ended March 31, 2026 due to the NV5 Acquisition. During the period, the Consulting Engineering segment experienced growth primarily attributable to data center, buildings, and infrastructure activity, with data center growth concentrated in APAC and growth in infrastructure work concentrated in the eastern United States. Segment gross profit was $89.2 million for the three months ended March 31, 2026.
Geospatial
Geospatial revenue was $65.9 million for the three months ended March 31, 2026 due to the NV5 Acquisition. During the period, the Geospatial segment experienced normal course growth in government work primarily related to projects with federal agencies. Segment gross profit was $31.4 million for the three months ended March 31, 2026.
Liquidity and Capital Resources
Overview
Overall, we believe that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under the revolving credit facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants over the next 12 months. Our uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expenditures to support our growth, repay debt maturities as they become due, and complete integration activities. Our principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, as well as to execute and integrate strategic acquisitions. In addition, we will use available cash, borrowing capacity, and cash flows from operations to fund our operating leases, finance leases, debt repayments, and various other obligations as they arise.
Financing
We have a $775.0 million senior secured 2024 Term Loan and an $875.0 million senior secured 2025 Term Loan under the Term Loan Facility, as well as a $125.0 million five-year senior secured revolving credit facility, of which up to $20.0 million can be used for the issuance of letters of credit. As of March 31, 2026, we had $1.6 billion of indebtedness outstanding under the Term Loans and no amounts outstanding under the Revolving Credit Facility. For discussion of the First Amendment to our Credit Agreement, and the Second Amendment, see “Note 11. Long-Term Debt” of the notes to our unaudited condensed consolidated financial statements.
For discussion of the covenants contained in the Credit Agreement governing our Revolving Credit Facility, see “Note 11. Long-Term Debt” of the notes to our unaudited condensed consolidated financial statements. As of March 31, 2026, we were in compliance with these covenants.
Cash Flows
The following table summarizes net cash flows with respect to our operating, investing and financing activities for the periods indicated:
| Three Months Ended | |||||||||||
Cash flows provided by (used in): | March 31, 2026 | March 31, 2025 | |||||||||
Operating activities | $ | 9,925 | $ | 32,792 | |||||||
Investing activities | (8,294) | (12,213) | |||||||||
Financing activities | (12,907) | (5,605) | |||||||||
Effect of exchange rate on cash | (1,696) | 1,631 | |||||||||
Net change in cash and cash equivalents | $ | (12,972) | $ | 16,605 | |||||||
29
Table of Contents
Operating activities
Net cash provided by operating activities for the three months ended March 31, 2026 was $9.9 million, a decrease of $22.9 million compared to cash provided by operating activities of $32.8 million during the three months ended March 31, 2025. The decrease was a result of changes in our working capital, partially offset by increases in our net income adjusted for noncash items primarily driven by increased revenues. The changes in our working capital that contributed to decreased cash flows from operations were primarily a result of increases in accounts receivable of $18.2 million and increases in contract assets of $19.5 million due to timing of project billing cycles, partially offset by increases in accrued expenses and other current liabilities of $13.1 million and increases in contract liabilities of $4.4 million.
Investing activities
For the three months ended March 31, 2026, net cash used in investing activities was $8.3 million, a decrease of $3.9 million compared to net cash used in investing activities of $12.2 million during three months ended March 31, 2025. The decrease in cash used in investing activities was primarily a result of decreased cash paid for acquisitions of $4.1 million.
Financing activities
For the three months ended March 31, 2026, net cash used in financing activities was $12.9 million, an increase of $7.3 million compared to net cash used in financing activities of $5.6 million during the three months ended March 31, 2025. The increase in cash used in financing activities was primarily a result of an increase in payments on finance lease obligations and other long-term debt of $6.3 million and an increase in payments on long-term borrowings of $2.2 million, partially offset by a decrease in payments of debt issuance costs of $1.2 million.
Effect of exchange rate changes
For the three months ended March 31, 2026 and March 31, 2025, the effect of foreign exchange rate changes on cash was $(1.7) million and $1.6 million, respectively. The impact of exchange rates on cash and cash equivalents is primarily attributable to fluctuations in the U.S. Dollar exchange rate against the Canadian Dollar.
Off-Balance Sheet Arrangements
During the three months ended March 31, 2026 and March 31, 2025, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Recently Issued Accounting Pronouncements
See “Note 1. Basis of Presentation and Significant Accounting Policies” of the notes to our unaudited condensed consolidated financial statements for disclosures regarding recently issued accounting pronouncements and the critical accounting policies related to our business.
Critical Accounting Estimates
There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the 2025 Annual Report, except for the changes discussed in Note 1. Basis of Presentation and Significant Accounting Policies of the Notes to the Consolidated Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes to our quantitative and qualitative disclosures about market risk as discussed in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” included in the 2025 Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management maintains and assesses the effectiveness of our disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These disclosure controls and procedures provide reasonable assurance that the information we are required to disclose in the
30
Table of Contents
reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. These disclosure controls and procedures are also designed to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms.
Based on this assessment, our CEO and CFO concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses previously disclosed in our 2025 Annual Report.
Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
As indicated above, we identified material weaknesses in our internal control over financial reporting as:
•We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. This material weakness contributed to the following additional material weaknesses.
•We did not design and maintain effective controls related to the period-end financial reporting process, including designing and maintaining formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures; further, we did not design and maintain effective controls over the preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties.
These material weaknesses resulted in the misstatement of our income tax provision (benefit) and deferred tax liabilities and related financial statement disclosures which resulted in the restatement of our financial statements for the predecessor period January 1 through July 29, 2024. These material weaknesses also resulted in immaterial audit adjustments to our previously issued annual and interim consolidated financial statements in the following financial statement line items: accounts receivable; prepaid expenses and other current assets; accounts payable; accrued expenses and other current liabilities; deferred tax liabilities; current portion of lease obligations; non-current lease obligations; revenue; cost of revenue; selling, general and administrative expenses; and interest expense. Additionally, these material weaknesses could result in a misstatement of all of the Company’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
•We did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain:
◦User access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel;
◦Program change management controls to ensure that information technology program and data changes are identified, tested, authorized, and implemented appropriately;
◦Computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and
◦Program development controls to ensure that new software development is tested, authorized and implemented appropriately.
These IT deficiencies did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.
31
Table of Contents
Management’s Plans to Remediate the Material Weaknesses
Management is in the process of developing a remediation plan for the material weaknesses that have been identified. The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. The Company is implementing enhancements to its internal controls to remediate the identified material weaknesses in its internal control over financial reporting. We are committed to maintaining an effective control environment and will continue to monitor the effectiveness of these efforts, adjusting as necessary.
Specifically, the Company has:
•Engaged a third-party advisor to support the design and implementation of internal control over financial reporting in accordance with the Sarbanes-Oxley Act (“SOX”);
•Hired skilled professionals with a strong background in developing and improving control environments to strengthen the finance organization;
•Delivered targeted training across the Company on SOX requirements, internal control over financial reporting, segregation of duties and other critical control environment topics;
•Completed a financial statement risk assessment and documented business processes and internal controls deemed critical to financial reporting;
•Developed and begun implementing enhanced policies and procedures for journal entries, account reconciliations, and other core accounting processes;
•Began assessing the design and operating effectiveness of internal control over financial reporting;
•Initiated remediation of segregation of duties conflicts and improvements to user access protocols; and
•Implemented monitoring controls over key information systems and applications relevant to financial reporting.
In addition, the Company plans to continue hiring qualified accounting, finance and IT personnel with the necessary skills and expertise to support ongoing remediation and sustain an effective control environment.
While these remediation efforts are expected to significantly improve our internal control over financial reporting, they require time to be fully implemented and validated. Additional controls may also be required over time as the Company evolves. The Company will not be able to conclude that the material weaknesses have been remediated until the new and enhanced controls have been in place for a sufficient period of time and have been tested for both design and operating effectiveness.
Changes in Internal Control Over Financial Reporting
Other than the changes described above, there have not been any changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of the filing of this report, we continue to implement the changes and remediation plans described above.
32
Table of Contents
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For information on legal proceedings, see “Note 15. Commitments and Contingencies” included in this Quarterly Report.
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties. There have been no material changes in our risk factors from those previously disclosed in Part 1, Item 1A, “Risk Factors” in our 2025 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(b) 10b5-1 Trading Plans
During the three months ended March 31, 2026, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted terminated
33
Table of Contents
ITEM 6. EXHIBITS
Exhibit No. | Description | |||||||
10.1 | Executive Employment Agreement, dated March 31, 2026, by and between TIC Solutions, Inc. and Ben Heraud (incorporated by reference to Exhibit 10.21 to the registrant’s Annual Report on Form 10-K/A filed on April 30, 2026). | |||||||
10.2 | Talman Pizzey Separation Agreement dated March 31, 2026 (incorporated by reference to Exhibit 10.22 to the registrant’s Annual Report on Form 10-K/A filed on April 30, 2026). | |||||||
31.1* | Certification by Ben Heraud, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
31.2* | Certification by Kristin Schultes, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
32.1** | Certification by Ben Heraud, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
32.2** | Certification by Kristin Schultes, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
101.INS* | Inline XBRL Instance Document. | |||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
*Filed herewith.
**Furnished herewith
†Management contract or compensatory plan or arrangement
#Certain schedules to these agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any schedule omitted from the agreements to the SEC upon request.
34
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
TIC Solutions, Inc. | ||||||||||||||
| May 6, 2026 | /s/ Benjamin Heraud | |||||||||||||
| Benjamin Heraud | ||||||||||||||
| Chief Executive Officer and Director | ||||||||||||||
(duly authorized officer) | ||||||||||||||
| May 6, 2026 | /s/ Kristin Schultes | |||||||||||||
| Kristin Schultes | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (principal financial officer) | ||||||||||||||
35
FAQ
How did TIC (TIC) Solutions’ revenue change in the quarter ended March 31, 2026?
TIC Solutions’ revenue rose to $488.0 million for the quarter, up from $234.2 million a year earlier. The increase was primarily driven by incremental revenue of $253.2 million from the NV5 acquisition, with legacy Inspection and Mitigation revenue essentially flat.
What was TIC (TIC) Solutions’ profitability for the quarter ended March 31, 2026?
TIC Solutions reported a net loss of $41.5 million for the quarter, compared with a $25.8 million net loss a year earlier. Higher selling, general and administrative expenses, depreciation, amortization, and interest tied to acquisition financing outweighed the strong revenue and margin growth.
How did the NV5 acquisition affect TIC (TIC) Solutions’ segment performance?
The NV5 acquisition created new Consulting Engineering and Geospatial segments with quarterly revenue of $187.3 million and $65.9 million, respectively. These segments delivered higher gross profit, contributing $120.5 million to gross profit and significantly raising the company’s overall gross margin.
What is TIC (TIC) Solutions’ liquidity position as of March 31, 2026?
As of March 31, 2026, TIC Solutions held $426.6 million in cash and cash equivalents and had no outstanding borrowings under its $125.0 million revolving credit facility. Management believes available cash, future operating cash flows, and credit capacity are sufficient for the next 12 months.
How much debt does TIC (TIC) Solutions have, and what are the key terms?
TIC Solutions had $1.63 billion of term loans outstanding as of March 31, 2026, maturing in 2031, plus $13.4 million of promissory notes. Term loans bear interest at either base rate plus 1.75% or SOFR plus 2.75%, according to the credit agreement.
What are TIC (TIC) Solutions’ remaining performance obligations?
As of March 31, 2026, TIC Solutions had $1.1 billion of remaining performance obligations under its contracts. Of this amount, $860.2 million is expected to be recognized as revenue over the next 12 months, providing visibility into near-term activity across its segments.