TIC Solutions (TIC) insider details stock dividend and share distribution

Rhea-AI Filing Summary

TIC Solutions, Inc. reported insider transactions by a director involving Common Stock and Series A Preferred Stock. On 12/31/2025, Mariposa Acquisition IX, LLC received 120,244 shares of Common Stock as a stock dividend on its Series A Preferred Stock, at a stated price of $0.00 per share. This dividend is calculated annually based on the market price of TIC’s Common Stock for the last ten trading days of the calendar year.

On 01/02/2026, Mariposa Acquisition IX, LLC disposed of 1,117,394 shares of Common Stock in a pro rata distribution to its members, and the same 1,117,394 shares were acquired by the RAEF Family Trust. The director is a trustee and beneficiary of the trust and of an interest in Mariposa IX and disclaims beneficial ownership beyond his pecuniary interest. The filing also notes 185,000 shares of Series A Preferred Stock held via Mariposa IX, convertible one-for-one into Common Stock at any time at the holder’s election, and automatically by December 31, 2034 or upon a defined change of control event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Franklin Robert A.E.

(Last) (First) (Middle)

C/O TIC SOLUTIONS, INC.

200 SOUTH PARK ROAD, SUITE 350

(Street)

HOLLYWOOD FL 33021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TIC Solutions, Inc. [ TIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025		A(1)		120,244(1)	A	$0.00(1)	1,117,394	I	By Mariposa Acquisition IX, LLC(2)
Common Stock	01/02/2026		J(3)		1,117,394(3)	D	$0.00(3)	0	I	By Mariposa Acquisition IX, LLC(2)
Common Stock	01/02/2026		J(3)		1,117,394(3)	A	$0.00(3)	1,117,394	I	By RAEF Family Trust(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(5)							(5)	(5)	Common Stock	185,000		185,000	I	By Mariposa Acquisition IX, LLC(2)

Explanation of Responses:

1. Represents a stock dividend on the Issuer's Series A Preferred Stock. Mariposa Acquisition IX, LLC ("Mariposa IX"), the holder of the Issuer's Series A Preferred Stock, is entitled to receive an annual stock dividend based on the market price of the Issuer's Common Stock for the last ten trading days of the calendar year.

2. The shares of Common Stock (prior to the distribution described in footnote 3) and Series A Preferred Stock are held by Mariposa IX. RAEF Family Trust, of which Mr. Franklin is a trustee and beneficiary, holds a limited liability company interest in Mariposa IX. Mr. Franklin disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa IX except to the extent of his pecuniary interest therein.

3. Represents a pro rata distribution from Mariposa IX to its members.

4. The shares of Common Stock reported herein are held directly by RAEF Family Trust, of which Mr. Franklin is a trustee and beneficiary. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

5. The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier of (i) immediately following the "change of control dividend date" (as defined in the Issuer's certificate of incorporation) and (ii) December 31, 2034.

Remarks:

See Exhibit 24.1 - Power of Attorney.

	/s/ MaryJo O'Brien, Attorney-in-Fact	01/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did TIC (TIC) report in this Form 4?

The filing reports a stock dividend of 120,244 shares of TIC Common Stock to Mariposa Acquisition IX, LLC on 12/31/2025 and a pro rata distribution of 1,117,394 shares of Common Stock from Mariposa IX to the RAEF Family Trust on 01/02/2026.

Who is the reporting person in this TIC (TIC) Form 4 and what is their role?

The reporting person is a director of TIC Solutions, Inc. and a trustee and beneficiary of the RAEF Family Trust, which holds an interest in Mariposa Acquisition IX, LLC.

How many TIC (TIC) shares were distributed from Mariposa Acquisition IX, LLC to RAEF Family Trust?

On 01/02/2026, 1,117,394 shares of TIC Common Stock were distributed pro rata from Mariposa Acquisition IX, LLC to its members, with 1,117,394 shares reported as acquired by the RAEF Family Trust.

What is the nature of the 120,244 TIC (TIC) Common Stock shares reported as acquired?

The 120,244 shares of TIC Common Stock reported as acquired on 12/31/2025 represent a stock dividend on the issuer’s Series A Preferred Stock held by Mariposa Acquisition IX, LLC.

What are the key terms of TIC (TIC) Series A Preferred Stock mentioned in the filing?

The Series A Preferred Stock is convertible at any time at the holder’s election into TIC Common Stock on a one-for-one basis for no additional consideration, and will automatically convert upon the earlier of a defined change of control dividend date or December 31, 2034.

How many TIC (TIC) Series A Preferred shares does the reporting person indirectly hold?

The filing shows 185,000 shares of Series A Preferred Stock indirectly held through Mariposa Acquisition IX, LLC, each share being convertible into one share of TIC Common Stock.

Does the TIC (TIC) director claim full beneficial ownership of the reported shares?

No. The filing states that the director disclaims beneficial ownership of the Common and Series A Preferred shares held directly by Mariposa Acquisition IX, LLC, and of the trust-held shares, except to the extent of his pecuniary interest.