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.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 19,545,847 | $0.00 | -- |
| Other | Common Stock | 1,952,745 | $0.00 | -- |
| Other | Common Stock | 5,410,813 | $0.00 | -- |
| Other | Common Stock | 4,851,977 | $0.00 | -- |
| Grant/Award | Common Stock | 668,347 | $0.00 | -- |
| holding | Series A Preferred Stock | -- | -- | -- |
Footnotes (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. 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. Represents a pro rata distribution from Mariposa IX to its members. 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. 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. The shares of Common Stock reported herein are held by the Martin E. Franklin Revocable Trust. 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.
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 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.