TIC Solutions (TIC) director reallocates holdings as Mariposa IX exits

Rhea-AI Filing Summary

TIC Solutions, Inc. director Martin E. Franklin reported changes in his indirect ownership of the company’s stock. On December 31, 2025, Mariposa Acquisition IX, LLC received a stock dividend of 668,347 shares of common stock based on its holdings of Series A Preferred Stock at a price of $0.00 per share. On January 2, 2026, Mariposa IX made a pro rata distribution of 19,545,847 shares of common stock, reducing its reported common stock position to zero and shifting indirect holdings to its members, including 1,952,745 shares held through MEF Holdings, LLLP, 5,410,813 shares through Brimstone Investments LLC, and 4,851,977 shares through the Martin E. Franklin Revocable Trust. The filing also reports 1,000,000 shares of Series A Preferred Stock held via Mariposa IX, each convertible into one share of common stock for no additional consideration. Mariposa IX is noted as no longer being subject to Section 16 or Form 5 obligations, and this filing serves as an exit filing for that entity.

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 MARTIN 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)		668,347(1)	A	$0.00(1)	19,545,847	I	By Mariposa Acquisition IX, LLC(2)
Common Stock	01/02/2026		J(3)		19,545,847(3)	D	$0.00(3)	0	I	By Mariposa Acquisition IX, LLC(2)
Common Stock	01/02/2026		J(3)		1,952,745(3)	A	$0.00(3)	1,952,745	I	By MEF Holdings, LLLP(4)
Common Stock	01/02/2026		J(3)		5,410,813(3)	A	$0.00(3)	5,410,813	I	By Brimstone Investments LLC(5)
Common Stock	01/02/2026		J(3)		4,851,977(3)	A	$0.00(3)	4,851,977	I	By Martin E. Franklin Revocable Trust(6)

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	(7)							(7)	(7)	Common Stock	1,000,000		1,000,000	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 reported herein are held directly by Mariposa Acquisition IX, LLC ("Mariposa IX"). Sir Martin is the manager of Mariposa IX. In such capacity, Sir Martin exercises voting power and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa IX. Sir Martin 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 MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor, trustee and beneficiary. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

5. The shares of Common Stock reported herein are held directly by Brimstone, Mr. Franklin is the manager of Brimstone, which is wholly-owned by a family trust of which Mr. Franklin is a beneficiary. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

6. The shares of Common Stock reported herein are held by the Martin E. Franklin Revocable Trust.

7. 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:

As stated in footnote 1, Mr. Franklin exercises voting and investment power over shares held directly by Mariposa IX. Accordingly, Mariposa IX may be deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group. Additionally, Mariposa IX is no longer subject to Section 16 Form 4 or Form 5 obligations and as such, this Form 4 constitutes an exit filing for Mariposa IX. See Exhibit 24.1 - Power of Attorney

	/s/ MaryJo O'Brien, Attorney-in-Fact	01/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did TIC Solutions (TIC) disclose in this report?

The report discloses that director Martin E. Franklin, through entities he controls, received a 668,347-share stock dividend in TIC Solutions common stock and then oversaw a pro rata distribution of 19,545,847 shares of common stock from Mariposa Acquisition IX, LLC to its members on January 2, 2026.

How did Martin E. Franklin’s indirect holdings in TIC Solutions change?

After the pro rata distribution on January 2, 2026, indirect holdings reported for Martin E. Franklin include 1,952,745 TIC common shares via MEF Holdings, LLLP, 5,410,813 shares via Brimstone Investments LLC, and 4,851,977 shares via the Martin E. Franklin Revocable Trust, while Mariposa IX’s reported common stock position decreased to zero.

What is the nature of the 668,347 TIC Solutions shares reported as acquired?

The 668,347 shares of TIC Solutions common stock reported as acquired on December 31, 2025 represent an annual stock dividend on the issuer’s Series A Preferred Stock, calculated based on the market price of the common stock over the last ten trading days of the calendar year.

What does the report say about TIC Solutions’ Series A Preferred Stock?

The filing notes that 1,000,000 shares of Series A Preferred Stock are held indirectly via Mariposa Acquisition IX, LLC and are convertible at any time, at the holder’s election, into 1,000,000 shares of TIC Solutions common stock for no additional consideration, and that the preferred stock will automatically convert upon certain specified events or by December 31, 2034.

Why is Mariposa Acquisition IX, LLC making an exit filing related to TIC Solutions?

The remarks explain that Mariposa Acquisition IX, LLC, for which Mr. Franklin exercises voting and investment power, is no longer subject to Section 16 or Form 5 obligations. As a result, this report is characterized as an exit filing for Mariposa IX in relation to TIC Solutions.

How is beneficial ownership over TIC Solutions shares structured for Martin E. Franklin?

The filing states that Mr. Franklin exercises voting and investment power over shares held by Mariposa IX, MEF Holdings, LLLP, Brimstone Investments LLC, and the Martin E. Franklin Revocable Trust, but he disclaims beneficial ownership of shares held by these entities except to the extent of his pecuniary interest.