TIC SOLUTIONS SEC Filings

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

TIC Solutions, Inc. reported that Chief Human Resources Officer Mary Jo O'Brien received new equity awards in the form of restricted stock units. She was granted 12,336 restricted stock units, each representing a right to receive one share of common stock, which vest on March 16, 2029.

She was also granted 24,671 performance-based restricted stock units tied to a three-year performance period; any shares earned under this award will vest on March 16, 2029, with the final number of shares increasing or decreasing based on the performance condition. After these awards, she holds 290,269 shares of common stock directly.

Heraud Benjamin reported acquisition or exercise transactions in this Form 4 filing.

TIC Solutions, Inc. President and COO Benjamin Heraud reported equity awards made as part of his compensation. He received 76,755 restricted stock units, each representing one share of common stock, and 153,508 performance-based restricted stock units, also tied to common shares.

The new restricted stock units vest on March 16, 2029. The performance-based units have a three-year performance period and, to the extent earned under a performance condition, will also vest on March 16, 2029, with the ultimate number of shares subject to increase or decrease based on results.

Following these awards, Heraud’s direct holdings include 115,465 shares of common stock, as well as previously granted restricted stock units and performance-based units that are scheduled to vest on September 30, 2028 and, if earned based on financial performance metrics, on September 30, 2026.

TIC Solutions, Inc. filed a shelf registration to offer up to $500,000,000 of securities, including common stock, preferred stock, debt securities and warrants, to be sold from time to time in one or more series.

Each offering will be described in a prospectus supplement; this prospectus provides a general description and states that offerings are subject to completion and to the terms set forth in any supplement. As context, the company reports 221,153,392 shares of common stock issued and outstanding as of March 6, 2026, 1,000,000 shares of Series A Preferred Stock outstanding as of March 6, 2026, and 14,952,860 public warrants outstanding (each exercisable for one-fourth of a share at $11.50 per whole share, exercisable through July 30, 2027).

TIC Solutions, Inc. filed an 8-K to provide an unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, reflecting its August 4, 2025 acquisition of NV5 Global and related new term loans.

The NV5 deal carried total estimated consideration of about $1.67 billion, including $870.9 million in cash and equity consideration of $768.3 million, plus replacement share-based awards of $29.7 million. TIC issued roughly 80.5 million shares of common stock and recorded preliminary goodwill of $763.5 million and identifiable intangible assets of $720.0 million, mainly customer relationships and backlog.

In connection with the acquisition, TIC entered a Second Amendment to its credit agreement, adding $875.0 million of new fungible term loans, which increased total term loans outstanding from $769.2 million to $1.6 billion and expanded the senior secured revolver from $75.0 million to $125.0 million. On a pro forma basis, 2025 service revenue was $2.11 billion, interest expense was $127.5 million, and net loss attributable to common stockholders was $144.2 million, or $0.69 per basic and diluted common share.

TIC Solutions, Inc. is a Delaware-based provider of tech-enabled testing, inspection, certification and compliance (TICC), engineering, and geospatial services focused on safety, reliability and regulatory compliance for industrial assets and infrastructure. The company operates mainly in North America across three segments: Inspection and Mitigation, Consulting Engineering, and Geospatial.

On August 4, 2025, TIC completed the acquisition of NV5 Global, Inc., expanding engineering and geospatial capabilities, and on October 10, 2025 it changed its name from Acuren Corporation to TIC Solutions, Inc. The business emphasizes recurring, compliance-driven revenue from a diversified private and public-sector customer base, supported by proprietary software, data platforms, and an experienced technical workforce of 12,760 employees as of December 31, 2025.

Gates Capital Management and related parties reported a significant passive stake in TIC Solutions, Inc. They disclosed beneficial ownership of 14,836,121 shares of TIC Solutions common stock, representing 6.7% of the outstanding shares, on a Schedule 13G.

The filing lists Gates Capital Management, L.P., its general partner and managing member entities, and Jeffrey L. Gates as reporting persons, all sharing voting and dispositive power over the same share block. The percentage is based on 220,559,713 TIC Solutions shares outstanding as of November 10, 2025. The reporting group certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of TIC Solutions.

Alyeska Investment Group and affiliates reported a 9.47% beneficial stake in TIC Solutions, Inc. common stock as of December 31, 2025. They report beneficial ownership of 20,958,333 shares, all with shared voting and shared dispositive power, and no sole authority.

The reporting group comprises Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh. An exhibit explains this total includes 17,708,333 PIPE shares, pre-funded warrants to purchase 3,125,000 shares, and warrants to purchase 125,000 shares of common stock.

The ownership percentage is based on 221,209,686 TIC Solutions common shares outstanding, as referenced from a company Form 8-K. The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of TIC Solutions.

Permian Investment Partners and related funds filed an amended Schedule 13G reporting beneficial ownership of 19,168,108 TIC Solutions, Inc. common shares, equal to 8.7% of the class. The shares are held through Permian Master Fund, Permian Nautilus Master Fund, Permian Treble Master Fund, managed accounts, and Permian GP, LLC.

The ownership percentages are calculated using 220,559,713 TIC Solutions common shares outstanding as of November 10, 2025, as disclosed in the company’s Form 10-Q. The reporting persons certify the holdings were not acquired and are not held for the purpose of changing or influencing control of TIC Solutions.

TIC Solutions, Inc. received an amended ownership report showing that Progeny 3, Inc. and Jon Hemingway may be deemed to beneficially own 15,231,090 shares of common stock, representing 6.9% of the class as of January 2, 2026.

Progeny 3, a Washington corporation, serves as manager of certain investment accounts that hold the shares and has sole voting and dispositive power over them. Hemingway controls Progeny 3, which is why both are treated as reporting persons.

The accounts themselves have the right to receive dividends and sale proceeds from these TIC Solutions shares. Both reporting persons expressly disclaim beneficial ownership of the securities beyond what may be attributed to them under SEC rules.