TIC Solutions (TIC) director details stock dividend, share distribution and preferred conversion

Rhea-AI Filing Summary

TIC Solutions, Inc. director reported several equity transactions involving Common Stock, restricted stock units, and Series A Preferred Stock. On December 31, 2025, an entity affiliated with the director, Mariposa Acquisition IX, LLC, received 60,122 shares of Common Stock as a stock dividend on the issuer's Series A Preferred Stock, bringing its indirect beneficial ownership to 1,806,291 shares of Common Stock.

On January 2, 2026, Mariposa Acquisition IX, LLC made a pro rata distribution of 1,806,291 shares of Common Stock to its members at no cost, and the director then reported 1,816,291 shares of Common Stock held directly. The director also reports 9,017 restricted stock units that vest on July 31, 2026, each representing one share of Common Stock, and an indirect interest in Series A Preferred Stock convertible into 92,500 shares of Common Stock, which is convertible at any time and will automatically convert no later than December 31, 2034.

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^*

LILLIE JAMES 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)		60,122(1)	A	$0.00(1)	1,806,291	I	By Mariposa Acquisition IX, LLC(2)
Common Stock	01/02/2026		J(3)		1,806,291(3)	D	$0.00(3)	0	I	By Mariposa Acquisition IX, LLC(2)
Common Stock	01/02/2026		J(3)		1,806,291(3)	A	$0.00(3)	1,816,291	D

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
Restricted Stock Units	(4)							(5)	(5)	Common Stock	9,017		9,017	D
Series A Preferred Stock	(6)							(6)	(6)	Common Stock	92,500		92,500	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. Mr. Lillie holds a limited liability company interest in Mariposa IX. Mr. Lillie 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

5. These restricted stock units vest on July 31, 2026 (the one-year anniversary of the grant date).

6. 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).
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FAQ

What insider transactions were reported for TIC (TIC Solutions, Inc.)?

The filing reports that a director of TIC Solutions, Inc. received a 60,122-share Common Stock stock dividend indirectly through Mariposa Acquisition IX, LLC on December 31, 2025, followed by a pro rata distribution of 1,806,291 Common shares from Mariposa Acquisition IX, LLC to its members on January 2, 2026, after which the director reported 1,816,291 Common shares held directly.

How many TIC Solutions (TIC) shares does the director report owning after these transactions?

After the reported transactions, the director reports 1,816,291 shares of Common Stock held directly, with no remaining Common Stock held indirectly through Mariposa Acquisition IX, LLC, based on the Table I entries.

What is the nature of the 60,122-share stock award reported for TIC (TIC)?

The 60,122 shares of Common Stock reported on December 31, 2025 represent a stock dividend on the issuer's Series A Preferred Stock. Mariposa Acquisition IX, LLC, as holder of the Series A Preferred Stock, is entitled to an annual stock dividend based on the market price of the Common Stock for the last ten trading days of the calendar year.

What restricted stock units does the director of TIC Solutions (TIC) hold?

The director holds 9,017 restricted stock units, each representing a contingent right to receive one share of Common Stock. These restricted stock units vest on July 31, 2026, which is stated as the one-year anniversary of the grant date.

How is TIC Solutions' Series A Preferred Stock convertible into Common Stock?

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. It will automatically convert into Common Stock upon the earlier of immediately following the defined "change of control dividend date" or December 31, 2034.

What indirect holdings in TIC (TIC) does Mariposa Acquisition IX, LLC report?

Before the distribution described, Mariposa Acquisition IX, LLC held 1,806,291 shares of Common Stock and Series A Preferred Stock that is convertible into 92,500 shares of Common Stock. The filing notes that Mr. Lillie holds a limited liability company interest in Mariposa Acquisition IX, LLC and disclaims beneficial ownership except to the extent of his pecuniary interest.