Tic Solutions SEC Filings

Gates Capital and affiliated persons reported a 6.4% stake in Acuren Corporation (CUSIP 00510N102). The filing shows Gates Capital Management, L.P., Gates Capital Management GP, LLC, Gates Capital Management, Inc., and Jeffrey L. Gates together beneficially own 7,771,068 shares, representing 6.4% of the 121,476,215 shares outstanding used for the calculation. All reported shares are held with shared voting and shared dispositive power, with no sole voting or dispositive power. The statement certifies the securities are held in the ordinary course of business and not to influence control of the issuer.

Acuren Corporation reported mixed operating results for the quarter ended June 30, 2025. Service revenue was $313.9 million for the quarter and $548.1 million for the six months, modestly higher than the comparable predecessor periods, but gross profit declined as margins compressed to 24% for the quarter and 21.5% year-to-date. The company reported a small net loss of $0.2 million for the quarter and a net loss of $26.0 million for the six months, driven by lower high-margin turnaround activity, higher depreciation and amortization following the Acuren acquisition, and a valuation allowance recorded against interest carryforwards.

Liquidity and capital structure show $130.1 million of cash at June 30, 2025 and $769.2 million of principal outstanding under the Term Loan as of that date. Subsequent to the quarter, Acuren closed a material acquisition of NV5 for approximately $1.7 billion, funded with about $618.7 million cash and ~79.0 million shares, and amended its credit agreement to add $875.0 million of fungible term loans, increasing total term loans to $1.6 billion. The accounting for NV5 is incomplete and the company remains in compliance with its credit covenants as of June 30, 2025.

Acuren Corporation filed an 8-K reporting executive changes tied to its integration of NV5 Global and furnishing a press release with second-quarter results. On August 12, 2025 the Board removed Fiona Sutherland as General Counsel and Anthony Gaucher as Chief Human Resources Officer and appointed Richard Tong, former General Counsel of NV5, as General Counsel and MaryJo O’Brien, former Executive Vice President, Chief Administrative Officer and Secretary of NV5, as Chief Human Resources Officer. The company furnished a press release dated August 14, 2025 reporting financial results for the quarter ended June 30, 2025 as Exhibit 99.1. The filing states the furnished information is not deemed "filed" under the Exchange Act and is signed by Chief Financial Officer Kristin Schultes.

Acuren Corporation's Schedule 13D/A reports that Mariposa Acquisition IX, LLC and Sir Martin E. Franklin updated their ownership disclosure after the transactions contemplated by a Merger Agreement were completed. The amendment states that the issuance of Common Stock in connection with the Merger increased the number of shares outstanding and, solely for that reason, reduced the Reporting Persons' percentage ownership.

The Reporting Persons now beneficially own 19,877,500 shares of Common Stock, representing 9.86% of the class, based on 200,598,758 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding following the Merger. The Voting Agreement among the parties automatically terminated upon approval of the Acuren stock issuance at the Annual Meeting. The filing also incorporates several agreements as exhibits, including the Joint Filing Agreement, Placing Agreement and Voting Support Agreement.

Form 4 snapshot: On 08/04/2025 Acuren Corp (TIC) director Byron Roth was granted 9,524 restricted stock units (RSUs) at an exercise price of $0.00.

The RSUs convert 1-for-1 into common shares and vest in full on 08/04/2026. After the grant Roth now beneficially owns 9,524 derivative securities, all held directly. No open-market buying or selling occurred, so the filing reflects routine equity compensation rather than a directional transaction.

Filed 08/06/2025, the disclosure is administrative, carries negligible dilution relative to total shares outstanding, and signals no change in control, strategy or near-term cash flow.

Form 4 highlights: Acuren Corp. (TIC) director Dickerson Wright reported the conversion and acquisition of Acuren common shares on 08/04/2025 following the closing of the NV5 Global merger. In exchange for 13,328 NV5 shares and 157,716 vested NV5 RSAs, Mr. Wright received the merger consideration of 1.1523 TIC shares plus $10 cash per NV5 share.

Indirect ownership: Nine family trusts now hold between 480.7k-2.30m shares each, bringing Wright’s indirect beneficial stake to roughly 8.0 million TIC shares. Wright disclaims beneficial ownership beyond his pecuniary interest but exercises voting and investment power as trustee.

Direct ownership: 9,524 restricted stock units were granted on 08/04/2025; they vest one year later and will settle in an equal number of TIC shares. No shares were disposed of.

Post-transaction, Wright’s economic exposure to Acuren materially increases, aligning his interests with shareholders as the combined entity begins trading.