TIC Solutions, Inc. SEC Filings

TIC Solutions, Inc. amended its main credit agreement to adjust pricing and liquidity. The Third Amendment reduces the stated interest rate on the Amendment No. 3 Term Loans by 25 basis points and increases the Letter of Credit sublimit to $50.0 million.

These term loans now bear interest, at the borrowers’ election, at either Term SOFR plus 2.50% per year or the Base Rate plus 1.50% per year. Principal repayments on the amended term loans will begin on September 30, 2026 and continue quarterly, with each payment equal to 0.25% of the initial aggregate principal amount.

All other material terms of the credit agreement remain unchanged. The filing also notes that the company and its affiliates have existing commercial and advisory relationships with several of the participating lenders and their affiliates.

TIC Solutions, Inc. is asking stockholders to elect eleven directors for one-year terms and ratify PricewaterhouseCoopers LLP as auditor at its virtual 2026 annual meeting on July 1.

The proxy highlights an independent board structure, separate CEO and Co‑Chairmen roles, an independent lead director and fully independent key committees, plus policies on clawbacks, anti‑hedging and majority voting for directors.

Executive pay follows a pay‑for‑performance model using base salary, annual cash incentives and equity awards tied mainly to Adjusted EBITDA and multi‑year performance. For 2025, consolidated Adjusted EBITDA fell below the threshold target, so key executives, including the former CEO and CFO, did not receive annual cash bonuses, though the CFO received retention equity. The filing also details leadership changes, including the transition from former CEO Talman Pizzey to current CEO Benjamin Heraud and the addition of NV5 executives, and provides extensive disclosure on director compensation, related‑party consulting and PIPE and warrant financings tied to the Acuren and NV5 acquisitions.

TIC Solutions: Institutional holder disclosure amendment

Viking Global Investors and affiliated entities report beneficial ownership of 35,824,562 shares of TIC Solutions common stock, representing 16.2% of the class based on 221,039,674 shares outstanding as of March 31, 2026. This Amendment No. 1 removes David C. Ott as a reporting person effective March 31, 2026, because he retired and no longer beneficially owns any of the reported shares. The outstanding-share count is sourced to TIC Solutions' Form 10-Q filed May 6, 2026.

TIC Solutions, Inc. ownership update: Gates Capital Management and related reporting persons state beneficial ownership of 21,850,000 shares, representing 9.9% of the class. The percentage is calculated using 221,153,392 shares outstanding as of March 6, 2026. The filing is a joint Schedule 13G/A amendment signed May 15, 2026, listing shared voting and dispositive power of 21,850,000 shares across the reporting persons.

TIC Solutions, Inc. director and Chief Executive Officer Benjamin Heraud reported updated equity holdings, including a new grant of restricted stock units. On 2026-05-08, he received 1,060 Restricted Stock Units at an exercise price of $0.0000 per unit as part of the issuer's matching contribution to the NV5 401(k) Plan. Each restricted stock unit represents a contingent right to receive one share of common stock, with this new grant vesting on May 8, 2027. The filing also shows direct ownership of 115,465 shares of Common Stock and several existing restricted stock unit awards, including time-based and performance-based units that, if earned and vested, are settled in common stock on future vesting dates.

O'Brien Mary Jo reported acquisition or exercise transactions in this Form 4 filing.

TIC Solutions, Inc. Chief Human Resources Officer Mary Jo O'Brien reported updated equity holdings, including a new grant of 1,060 Restricted Stock Units. This grant was made at a price of zero as part of the issuer's matching contribution to the NV5 401(k) Plan and each unit represents a contingent right to receive one share of common stock.

Following this grant, O'Brien directly holds 290,269 shares of common stock and several unexercised equity awards. These include performance based restricted stock units tied to 24,671 underlying common shares that have a three-year performance period and, to the extent earned, will vest on March 16, 2029. She also holds restricted stock units linked to 12,336 and 20,045 underlying common shares, with vesting dates on May 8, 2027 and March 16, 2029, respectively.

TIC Solutions, Inc. reported strong top-line growth but a wider loss for the three months ended March 31, 2026. Revenue reached $488.0 million, up from $234.2 million a year earlier, largely from the August 2025 acquisition of NV5 Global, Inc.

Legacy Inspection and Mitigation revenue was roughly flat at $234.8 million, while new Consulting Engineering and Geospatial segments contributed $187.3 million and $65.9 million, respectively. Overall gross margin improved to 33% from 19%, reflecting the higher-margin NV5 businesses.

Despite margin expansion, higher operating costs, depreciation, amortization and interest tied to acquisition financing led to a larger net loss of $41.5 million versus $25.8 million last year. Cash and cash equivalents were $426.6 million, and term loans totaled about $1.63 billion. Management highlights $1.1 billion of remaining performance obligations and believes existing liquidity and credit capacity are sufficient for near-term needs.

TIC Solutions, Inc. reported record first-quarter 2026 revenue of $488.0 million, reflecting the addition of NV5 and 4.3% combined growth, including 2.2% organic growth. Despite the top-line strength, the company posted a net loss of $41.5 million and Adjusted EBITDA of $57.7 million.

Management reaffirmed full-year 2026 guidance for revenue of $2,150 to $2,250 million and Adjusted EBITDA of $330 to $355 million. As of March 31, 2026, TIC Solutions reported total liquidity of $537.5 million and total term loan debt of $1.6 billion.