tic-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to

Commission File Number 001-42524

TIC Solutions, Inc.

(Exact name of Registrant as specified in its Charter)


Delaware						66-1076867
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

200 South Park Road, Suite 350, Hollywood, Florida						33021
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (954) 495-2112

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

TIC

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the last business day of the registrant’s most recently completed second fiscal quarter was approximately $583.2 million. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

The number of shares of the Registrant’s common stock outstanding as of April 24, 2026 was 221,042,604.

DOCUMENTS INCORPORATED BY REFERENCE

None.


		Page
Explanatory Note		i
PART II
Item 9B.	Other Information	2
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3
Item 11.	Executive Compensation	11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	30
Item 14.	Principal Accounting Fees and Services	32
PART IV
Item 15.	Exhibits, Financial Statements and Schedules	33


Robert A. E. Franklin			BACKGROUND:
			Robert A.E. Franklin has served as one of our directors since May 2023 and Co-Chairman since July 2024 (including as Executive Chairman since August 2025). Mr. Franklin currently serves on the Board of Sweet Oak Parent, LLC, a diversified platform for consumable products, including Royal Oak Enterprises, LLC and Whole Earth Brands, Inc. He also currently serves as Chairman of Triton Long-Term Investments LLC and was a director of Double Diamond Distillery LLC from June 2017 to December 2021. Mr. Franklin has been actively involved in prior acquisition vehicles, including Nomad Holdings Limited (the vehicle that became Nomad Foods Limited) and J2 Acquisition Limited (the vehicle that became APi Group Corporation). Prior to joining Mariposa Capital, LLC as a partner in November 2016, Mr. Franklin previously served as an investment associate at TOMS Capital, a New York-based family office, from September 2014 to September 2016 and an investment banking analyst at Barclays Capital, focusing on technology, media and telecommunications from June 2013 to August 2014. Mr. Franklin is the son of the Co-Chairman of the Board, Sir Martin E. Franklin.

Executive Chairman

Age: 34

DIRECTOR SINCE:
2023




			SKILLS & QUALIFICATIONS:
			We believe Mr. Franklin’s qualifications to serve on our Board of Directors include his investment experience and his prior board experience.


Sir Martin E. Franklin			BACKGROUND:
			Sir Martin is one of our co-founders and has served as a director since our inception in December 2022 and Co-Chairman since July 2024. Sir Martin is the founder and CEO of Mariposa Capital, LLC, a Miami-based private investment office focused on long-term value creation across various industries, and Chairman and controlling shareholder of Sweet Oak Parent, LLC, a diversified platform for consumable products, including Royal Oak Enterprises, LLC and Whole Earth Brands, Inc. Sir Martin is also the Co-founder and Co-Chairman of Nomad Foods Limited, the Founder and Executive Chairman of Element Solutions Inc1 and the co-Chairman of APi Group Corporation. He previously served as a director of Restaurant Brands International, Inc. from 2014 to 2019. Sir Martin was the co-founder and Chairman of Jarden Corporation (“Jarden”) from 2001 until April 2016 when Jarden merged with Newell Brands Inc (“Newell”) serving also as its CEO from 2001 to 2011 and its Executive Chairman from 2011 to 2016. Prior to co-founding Jarden in 2001, Sir Martin served as the Chairman and/or Chief Executive Officer of three public companies between 1992 to 2000: Benson Eyecare Corporation, Lumen Technologies, Inc., and Bollé Inc. Sir Martin is the father of the Executive Chairman of the Board, Robert A.E. Franklin.

Co-Chairman

Age: 61

DIRECTOR SINCE:
2022






			SKILLS & QUALIFICATIONS:
			We believe Sir Martin’s qualifications to serve on our Board of Directors include his leadership, extensive experience as a member of other corporate boards and his knowledge of public companies.
			1 On March 23, 2026, Sir Martin announced that he will step down as Executive Chairman and as a director of the Board of Element Solutions Inc., effective at its 2026 Annual Meeting


Talman B. Pizzey			BACKGROUND:
			Talman B. Pizzey has served as one of our directors since July 2024 following the Acuren Acquisition. Mr. Pizzey also served as our President and Chief Executive Officer from July 2024 until March 2026 and Chief Executive Officer of ASP Acuren and its affiliated companies from December 2019 until March 2026. Prior to his tenure as Chief Executive Officer, Mr. Pizzey was the Chief Operating Officer for ASP Acuren’s Canadian businesses since 2005, holding various positions at the company and its predecessors since 2005.

Director

Age: 61

DIRECTOR SINCE:			SKILLS & QUALIFICATIONS:
2024			We believe Mr. Pizzey’s qualifications to serve on our Board of Directors include his leadership skills and his experience in the safety and compliance industry.


Antoinette C. Bush			BACKGROUND:
			Antoinette C. Bush has served as one of our directors since July 2024. Ms. Bush served as a Senior Advisor to News Corp from 2022 to 2024 and, from 2013 to 2022, Ms. Bush served as the Executive Vice President and Global Head of Government Affairs for News Corp. Prior to joining News Corp, Ms. Bush was a partner at Skadden, Arps, Slate, Meagher, & Flom LLP heading the firm’s Communications Law Practice Group. Ms. Bush’s experience includes serving as Executive Vice President of Northpoint Technology Ltd, where she led legal and regulatory strategy, and as Senior Counsel to the Communications Subcommittee of the U.S. Senate Committee on Commerce, Science, and Transportation. In the non-profit arena, Ms. Bush serves on a number of boards, including as the current chair of the board of directors of The HistoryMakers, a Regent for the Smithsonian Institution and the Board of Children’s National Hospital. Ms. Bush also serves on the board of directors of Ares Management Corporation and Ubicquia, Inc. Previous board service includes Radius Global Infrastructure, Inc. (f/k/a Digital Landscape Group, Inc.) and CNA Financial.

Director

Age: 69

DIRECTOR SINCE:
2024

COMMITTEES:
Compensation, Nominating and Corporate Governance


			SKILLS & QUALIFICATIONS:
			We believe Ms. Bush’s qualifications to serve on our Board of Directors include her board experience and her legal experience.


Rory Cullinan			BACKGROUND:
			Rory Cullinan has served as one of our directors since May 2023 and Lead Independent Director since July 2024. Mr. Cullinan currently serves on the board of directors of Cervecera CCU Chile Limitada and Embotelladoras Chilenas Unidas S.A. and on the advisory board of Delancey Real Estate Asset Management Limited, to which he was appointed in 2007. From September 2017 to October 2019, Mr. Cullinan also served on the board of J2 Acquisition Limited (the vehicle that became APi Group Corporation). From August 2009 until March 2015, Mr. Cullinan was an executive officer of various companies within the Royal Bank of Scotland Group, during which time he was Chief Executive Officer of both the Non-Core Division and Asset Protection Scheme and the Capital Resolution Group, and subsequently Executive Chairman of the Corporate and Institutional Banking (“CIB”) and Capital Resolution Group. Whilst Executive Chairman of the CIB and Capital Resolution Group, Mr. Cullinan led the $3 billion IPO of Citizens Financial Group, Inc. From August 2007 until 2009, Mr. Cullinan was a board member of the Renaissance Group, during which the Renaissance Group established the then largest private equity fund in Russia for $600 million. Mr. Cullinan has previously served as an executive director of the Royal Bank of Scotland Group plc from 2001 until 2005. He was the Head of Financial Services at Permira Advisors LLC from 2005 until 2006.

Director

Age: 66

DIRECTOR SINCE:
2023

COMMITTEES:
Audit (chair)





			SKILLS & QUALIFICATIONS:
			We believe Mr. Cullinan’s qualifications to serve on our Board of Directors include his executive and board experience.


Elizabeth Meloy Hepding			BACKGROUND:
			Elizabeth Meloy Hepding has served as one of our directors since July 2024 and has served as the senior vice president of strategy and corporate development at Ingersoll Rand Inc. (NYSE: IR) since July 2021. Prior to that, Ms. Hepding served as vice president, corporate development at PurposeBuilt Brands, Inc. from September 2019 to July 2021. Prior to joining PurposeBuilt Brands, Ms. Hepding was senior vice president, strategy and corporate development at Essendant Inc. from August 2016 until April 2019 and served in various senior roles at Essendant Inc. from April 2013. Ms. Hepding began her career in investment banking, spending more than a decade in the industry, primarily at UBS Investment Bank where she held roles of increasing responsibility.

Director

Age: 48
DIRECTOR SINCE:
2024

COMMITTEES:
Audit, Nominating and Corporate Governance			SKILLS & QUALIFICATIONS:
			We believe Ms. Hepding’s qualifications to serve on our Board of Directors include her finance background and experience in corporate strategy.


Benjamin Heraud			BACKGROUND:
			Benjamin Heraud is our Chief Executive Officer and has served as one of our directors since August 2025. Mr. Heraud previously served as our President and Chief Operating Officer from August 2025 until March 2026. Prior to joining TIC Solutions, Mr. Heraud was Chief Executive Officer of NV5 Global, Inc. (“NV5”) from January 2025 until its acquisition by us in August 2025. From March 2024 until January 2025, Mr. Heraud served as the Co-Chief Executive Officer of NV5, and prior to that he served as Chief Operating Officer for NV5 since May 2017 when he joined NV5 through the acquisition of Energenz. Mr. Heraud co-founded Energenz in Hong Kong in November 2009 and was the Chief Executive Officer from 2013 through to its acquisition by NV5 in 2017.

Chief Executive Officer and Director

Age: 44

DIRECTOR SINCE:
2025

			SKILLS & QUALIFICATIONS:
			We believe Mr. Heraud’s qualifications to serve on our Board of Directors include his more than 20 years of technical experience in the field of energy management consulting, building systems commissioning, analytics and design oversight.


Peter A. Hochfelder			BACKGROUND:
			Peter A. Hochfelder has served as one of our directors since July 2024. Mr. Hochfelder also currently acts as a private investor in various industries. Mr. Hochfelder was a co-founder and Managing Member of Brahman Management, L.L.C., a New York City based private investment partnership, until his retirement in 2016. Previously, Mr. Hochfelder served on the board of Jarden Corporation, a consumer products company, from 2015 to 2016. Mr. Hochfelder is also involved in and committed to many philanthropic organizations, including serving on the Board of Directors of HELP USA, Brothers for Life and Community-Police Relations Foundation.

Director

Age: 64

DIRECTOR SINCE:
2024

COMMITTEES:
Audit, Compensation (chair)			SKILLS & QUALIFICATIONS:
			We believe Mr. Hochfelder’s qualifications to serve on our Board of Directors include his investment and board experience.


James E. Lillie			BACKGROUND:
			James E. Lillie has served as one of our directors since July 2024. Mr. Lillie has also served as a director of APi Group Corporation since September 2017 and as Co-Chair since October 2019. Previously, he served as Jarden’s Chief Executive Officer from June 2011 until Jarden’s business combination with Newell in 2016. From 2003 to 2011, Mr. Lillie served as Jarden’s Chief Operating Officer and President (from 2004). From 2000 to 2003, Mr. Lillie served as Executive Vice President of Operations at Moore Corporation, Limited. From 1999 to 2000, Mr. Lillie served as Executive Vice President of Operations at Walter Industries, Inc., a Kohlberg, Kravis, Roberts & Company (“KKR”) portfolio company. From 1990 to 1999, Mr. Lillie held a succession of senior level management positions across a variety of disciplines including human resources, manufacturing, finance and operations at World Color, Inc., another KKR portfolio company. Since June 2015, Mr. Lillie has served on the board of directors of Nomad Foods Limited and served on the board of directors of Tiffany & Co. from February 2017 until January 2021.

Director

Age: 64

DIRECTOR SINCE:
2024

COMMITTEES:
Compensation, Nominating and Corporate Governance (chair)


			SKILLS & QUALIFICATIONS:
			We believe Mr. Lillie’s qualifications to serve on our Board of Directors include his operational experience and board experience.


Benjamin Heraud(1)			Chief Executive Officer
Talman Pizzey(1)			Director and Former Chief Executive Officer
Kristin Schultes			Chief Financial Officer
MaryJo O’Brien			Chief Human Resources Officer
Richard Tong(2)			Former General Counsel
Fiona Sutherland(3)			Former General Counsel
Greg Conaway(4)			Former Chief Accounting Officer


			•DXP Enterprises			•NV5 Global *
			•Expro Group Holdings N.V.			•Matrix Service Company
			•Helix Energy Solutions Group			•Oil States International
			•Enpro			•Forum Energy Technologies
			•Archrock			•DMC Global
			•ESCO Technologies			•Onion Group Holdings
			•Columbus McKinnon			•Mistras Group
			•Team			•Enerpac Tool Group


Named Executive Officer						Target Annual Incentive as a Percentage of Salary
Talman Pizzey						100%
Kristin Schultes						100%
Fiona Sutherland(1)						50%
Greg Conaway(2)						40%


Named Executive Officer	2025 Time-Based Restricted Stock Units (#)	2025 Performance-Based Restricted Stock Units (#)	2025 Total Long-Term Incentive Award ($)
Talman Pizzey	73,333	146,667	$	2,021,800.00
Kristin Schultes	30,000	60,000	$	827,100.00
Fiona Sutherland	20,000	40,000	$	551,400.00


Byron Roth			BACKGROUND:
			Byron Roth has served as one of our directors since August 2025, following TIC Solutions' acquisition of NV5 Global, Inc. Byron is the Executive Chairman of Roth Capital Partners, LLC, a full service investment bank, which he has led since 1992. Mr. Roth co-founded three private investment firms: Rx3 Ventures LP, a fund focused on consumer growth investments, RIVI Capital LLC, with investments in the precious metals mining sector, and Aceras Life Sciences LLC, which provides capital to companies for the development of novel medical innovations. He also co-founded two asset management firms: Cortina Asset Management, acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors LLC.

Director

Age: 63

DIRECTOR SINCE:
2025
			SKILLS & QUALIFICATIONS:
			We believe Mr. Roth’s qualifications to serve on our Board of Directors include his broad industry perspective regarding finance, governance and oversight.


Dickerson Wright			BACKGROUND:
			Dickerson Wright has served as one of our directors since August 2025. Mr. Wright was previously the Executive Chairman of the Board of Directors of NV5 from March 2024 until its acquisition by TIC Solutions in August 2025. From January 2015 until March 2024, Mr. Wright served as the Chief Executive Officer and Chairman of the Board of NV5. From NV5’s inception in September 2011 until January 2015, he served as its President.

Director

Age: 79

DIRECTOR SINCE:			SKILLS & QUALIFICATIONS:
2025			We believe Mr. Wright’s qualifications to serve on our Board of Directors include his more than 45 years of uninterrupted experience in managing and developing engineering companies.


Kristin Schultes			BACKGROUND:
			Kristin Schultes has served as our Chief Financial Officer since December 2024. Prior to joining TIC Solutions, Ms. Schultes served as the Vice President of Corporate Development at APi Group Corporation, a business services provider of safety and specialty services since January 2021. Prior to that, Ms. Schultes held several key financial and operational leadership positions at Gardner Builders as well as Metropolitan Mechanical Contractors, Inc., a portfolio company of APi Group Corporation, including as President and Chief Financial Officer. Ms. Schultes began her career in public accounting working with Deloitte and Grant Thornton, where she focused on attestation, M&A and Sarbanes-Oxley compliance.

Chief Financial Officer

December 2024 to Present

Age: 46


MaryJo O’Brien			BACKGROUND:
			MaryJo O’Brien was appointed as our Chief Human Resources Officer in August 2025 following our acquisition of NV5 Global, Inc. (the “NV5 Acquisition”). Prior to August 2025, Ms. O’Brien served as a member of the board of directors of NV5 since June 2018 and served as NV5’s Executive Vice President, Chief Administrative Officer and Secretary from September 2011 until August 2025. Ms. O’Brien previously served as Executive Vice President of Human Resources and Administration of NV5 from January 2010 to September 2011. Ms. O’Brien has more than 35 years of experience in human resources, administration and the engineering and consulting industry. From March 2008 through November 2009, Ms. O’Brien served as the Director of Human Resources for Nova Group Services, Inc. From 2002 to 2008, Ms. O’Brien held various management positions with Bureau Veritas North America. Further, Ms. O’Brien served in similar human resources and administrative capacities for Testing Engineers - San Diego and U.S. Laboratories from 1987 to 2002.

Chief Human Resources Officer

August 2025 to Present

Age: 63


Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Talman Pizzey(4)(5)	2025	$	708,697	$	—	$	2,021,800	$	—	$	11,185	$	2,741,682
Former Chief Executive Officer	2024	$	599,100	$	—	$	2,200,000	$	369,734	$	10,435	$	3,179,269
	2023	$	533,611	$	—	$	—	$	647,499	$	8,890	$	1,190,000
Kristin Schultes(6)	2025	$	453,846	$	—	$	1,441,500	$	—	$	499,525	$	2,394,871
Chief Financial Officer	2024	$	243,188	$	—	$	600,000	$	58,896	$	1,132	$	903,216
Benjamin Heraud (5)	2025	$	232,692	$	—	$	750,005	$	—	$	3,552	$	986,249
Chief Executive Officer
MaryJo O’Brien	2025	$	139,615	$	—	$	—	$	—	$	1,099	$	140,714
Chief Human Resources Officer
Richard Tong(7)	2025	$	181,923	$	300,000	$	—	$	—	$	435,884	$	917,807
Former General Counsel
Fiona Sutherland(8)	2025	$	254,914	$	72,540	$	551,400	$	—	$	570,204	$	1,449,058
Former General Counsel	2024	$	274,038	$	—	$	600,000	$	72,246	$	7,352	$	953,636
	2023	$	211,538	$	—	$	937,464	$	105,821	$	9,621	$	1,264,444
Greg Conaway(9)	2025	$	129,101	$	—	$	—	$	—	$	172,719	$	301,820
Former Chief Accounting Officer


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)		All other stock awards: Number of shares of stock or units (#) (3)		Grant date fair value of stock awards ($) (4)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Award Type	Threshold (#)		Target (#)
Talman Pizzey	4/11/2025	332,500	665,000	1,330,000	PSU	73,333	146,667		—	1,347,870
	4/11/2025	—	—	—	RSU				73,333	673,930
Kristin Schultes	4/11/2025	225,000	450,000	900,000	PSU	30,000	60,000		—	551,400
	4/11/2025	—	—	—	RSU	—	—		30,000	275,700
	8/21/2025	—	—	—	PSU(5)	30,000	60,000		—	614,400
Benjamin Heraud (6)	8/4/2025	—	—	—	PSU	17,857	35,714		—	374,997
	8//2025	—	—	—	RSU	—	—		35,715	375,008
MaryJo O’Brien(7)	—	—	—	—	—	—	—		—	—
Richard Tong(7)	—	—	—	—	—	—	—		—	—
Fiona Sutherland	4/11/2025	75,000	150,000	300,000	PSU	20,000	40,000		—	367,600
	4/11/2025	—	—	—	RSU	—	—		20,000	183,800
Greg Conaway(8)	—	—	—	—	—	—	—		—	—



			Stock Awards
Name	Grant Date	Award Type	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights that Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1)
Talman Pizzey	7/30/2024	RSU(2)	73,333	741,397	—	—
	7/30/2024	PSU(3)	—	—	55,000	556,050
	4/11/2025	RSU(4)	73,333	741,397	—	—
	4/11/2025	PSU(5)	—	—	73,334	741,407
Kristin Schultes	12/3/2024	RSU(2)	20,000	202,200	—	—
	12/3/2024	PSU(3)	—	—	15,000	151,650
	4/11/2025	RSU(4)	30,000	303,300	—	—
	4/11/2025	PSU(5)	—	—	30,000	303,300
	8/21/2025	PSU(6)	—	—	30,000	303,300
Benjamin Heraud	8/4/2025	RSU(4)	35,715	361,079	—	—
	8/4/2025	PSU(7)	—	—	17,857	180,534
MaryJo O’Brien(8)	—	—	—	—	—	—
Richard Tong(8)	—	—	—	—	—	—
Fiona Sutherland(9)	—	—	—	—	—	—
Greg Conaway(10)	—	—	—	—	—	—


	Stock Awards (1)
Name	# of Shares Acquired on Vesting (#) (3)	Value Realized on Vesting ($) (4)
Talman Pizzey	36,667	419,837
Kristin Schultes	10,000	95,300
Benjamin Heraud(2)	—	—
MaryJo O’Brien(2)	—	—
Richard Tong(2)	—	—
Fiona Sutherland	10,000	114,500
Greg Conaway(2)	—	—


Name	Termination without Cause or for Good Reason Not in Connection with a Change in Control ($)	Termination without Cause or for Good Reason in Connection with a Change in Control ($)(2)
Talman Pizzey(1)
Cash Severance(3)	2,750,165	2,750,165
Pro Rata Bonus(4)	687,541	687,541
Benefits(5)	—	—
Total	3,437,706	3,437,706
Kristin B. Schultes
Cash Severance(6)	910,958	910,958
Pro Rata Bonus(4)	455,479	455,479
Benefits(5)	—	—
Total	1,366,437	1,366,437
Benjamin Heraud(7)
Cash Severance(4)	91,667	641,667
Accrued Performance Bonus	—	374,690
Health Benefits(5)	5,037	5,037
Total	96,704	1,021,394
MaryJo O’Brien(7)
Cash Severance	—	330,000
Accrued Performance Bonus	—	—
Health Benefits(5)	—	19,294
Total	—	349,294


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)(3)	Total ($)
Sir Martin E. Franklin(1)	—	—	—
Robert A.E. Franklin(1)	—	—	—
Antoinette C. Bush(4)	55,000	100,000	155,000
Rory Cullinan(5)	77,500	100,000	177,500
Elizabeth Meloy Hepding(6)	55,000	100,000	155,000
Peter A. Hochfelder(7)	60,000	100,000	160,000
James E. Lillie(8)	60,000	100,000	160,000
Byron Roth(9)	20,548	100,000	120,548
Dickerson Wright(9)	20,548	100,000	120,548


Name	Restricted Stock Units	Unexercised Stock Options
Antoinette C. Bush	9,017
Rory Cullinan	9,017	50,000
Elizabeth Meloy Hepding	9,017
Peter A. Hochfelder	9,017
James E. Lillie	9,017
Byron Roth	9,524
Dickerson Wright	9,524


Beneficial Owner	Number of Shares Beneficially		Percent of Outstanding Shares
5% Stockholders:
Alyeska Master Fund, L.P.	21,155,826	(1)	9.6	%	(2)
Entities managed by Viking Global Investors LP	34,360,000	(3)(4)	15.5	%
Permian Investment Partners, LP	21,945,094	(5)	9.9	%
P3-EQ, LLC	15,231,090	(6)	6.9	%
Gates Capital Management, L.P.	14,836,121	(7)	6.7	%
Named Executive Officers and Directors:
Sir Martin E. Franklin	13,215,535	(8)	5.9	%
Robert A.E. Franklin	1,117,394	(9)	*
Antoinette C. Bush	10,000		*
Rory Cullinan	72,500	(10)	*
Elizabeth Meloy Hepding	10,000		*
Benjamin Heraud	115,465		*
Peter A. Hochfelder	10,000		*
James E. Lillie	1,816,291	(11)	*
Byron Roth	—		*
Dickerson Wright	8,001,396	(12)	3.6	%
Talman Pizzey	502,958		*
Kristin Schultes	6,940		*
Fiona Sutherland	5,200		*
Richard Tong	—		*
MaryJo O’Brien	290,269		*
Greg Conaway	—		*
All Directors and Executive Officers as a Group	25,173,948	(13)	11.4	%


Services Provided	2025 (PwC) ($)	2024 (PwC) ($)	2024 (Grant Thornton) ($)
Audit Fees(1)	$5,000,000	$7,505,000	$—
Audit-Related Fees(2)	—	—	282,000
Tax Fees(3)	2,013,000	776,750	—
All Other Fees(4)	2,000	—	—
Total	$7,015,000	$8,281,750	$282,000


Exhibit Number						Description
2.1#						Agreement and Plan of Merger, dated as of May 21, 2024, by and among Admiral Acquisition Limited, AAL Merger Sub, Inc., ASP Acuren Holdings, Inc. and ASP Acuren Holdings Inc., as the stockholders’ representative (incorporated by reference to Exhibit 2.1 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
2.2#						Agreement and Plan of Merger, dated May 14, 2025 by and among TIC Solutions, Inc. (f/k/a Acuren Acquisition), Ryder Merger Sub I, Inc., Ryder Merger Sub II, Inc. and NV5 Global, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 15, 2025).
3.1						Certificate of Incorporation of TIC Solutions, Inc. (f/k/a Acuren Acquisition) (incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
3.2						Certificate of Amendment of TIC Solutions, Inc., dated October 7, 2025 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on October 7, 2025).
3.3						Bylaws of TIC Solutions, Inc. (f/k/a Acuren Acquisition) (incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
4.1@						Description of Capital Stock
4.2						Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on October 7, 2025).
4.3						Amended and Restated Warrant Instrument, dated as of September 23, 2024, executed by TIC Solutions, Inc. (f/k/a Acuren Corporation) (form of Warrant contained in Schedule I thereto) (incorporated by reference to Exhibit 4.3 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.1†						TIC Solutions, Inc. (f/k/a Acuren Corporation) 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.2†						TIC Solutions, Inc. (f/k/a Acuren Corporation) 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 effective March 27, 2025 (File No. 333-286171)).
10.3†						Form of Restricted Stock Unit Agreement (Non-Employee Directors) — TIC Solutions, Inc. (f/k/a Acuren Corporation) 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.4†						Form of Restricted Stock Unit Agreement — TIC Solutions, Inc. (f/k/a Acuren Corporation) 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.5						Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.6#						Credit Agreement, dated as of July 30, 2024, by and among Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), as initial borrower, TIC Solutions, Inc. (f/k/a Acuren Corporation and which was f/k/a Admiral Acquisition Limited), as holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.5 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.7						Pledge and Security Agreement, dated as of July 30, 2024, made by Acuren Delaware HoldCo, Inc. (f/k/a AAL Delaware HoldCo, Inc.), Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), TIC Solutions, Inc. (f/k/a Acuren Corporation), and the grantors from time to time party thereto in favor of Jefferies Finance LLC, as collateral agent (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).


10.8						Consulting Services Agreement, dated as of July 30, 2024, by and between TIC Solutions, Inc. (f/k/a Acuren Corporation) and Mariposa Capital, LLC (incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.9#						Placing Agreement, dated May 17, 2023, by and between Admiral Acquisition Limited, certain of its directors and founders, Mariposa Acquisition IX, LLC, Jefferies International Limited, Jefferies GmbH and UBS AG London Branch (incorporated by reference to Exhibit 10.8 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.10†						Form of Option Deeds (incorporated by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.11						Founder Insider Letter, dated May 17, 2023 (incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.12†						Executive Employment Agreement, dated September 19, 2024, by and between TIC Solutions, Inc. (f/k/a Acuren Corporation) and Talman B. Pizzey (incorporated by reference to Exhibit 10.11 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.13†						Executive Employment Agreement, dated November 20, 2024, by and between TIC Solutions, Inc. (f/k/a Acuren Corporation) and Kristin Schultes (incorporated by reference to Exhibit 10.14 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)).
10.14#						First Amendment to Credit Agreement, dated January 31, 2025, by and among Acuren Delaware Holdco, Inc., as the initial borrower, Acuren Holdings, Inc., as a borrower, Acuren Corporation, as holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 31, 2025).
10.15#						Second Amendment to Credit Agreement, dated August 4, 2025, by and among Acuren Delaware Holdco, Inc., as the initial borrower, Acuren Holdings, Inc., as a borrower, TIC Solutions, Inc. (f/k/a Acuren Corporation), as holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on August 4, 2025).
10.16†						Fiona Sutherland Separation Letter, dated August 26, 2025 (incorporated by reference to Exhibit 10.18 to the registrant’s Registration Statement on Form S-1 effective October 29, 2025 (333-290838).
10.17						Securities Purchase Agreement, dated October 5, 2025, by and among TIC Solutions, Inc. (f/k/a Acuren Corporation) and the investors party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 7, 2025).
10.18						Registration Rights Agreement, dated October 7, 2025, by and among TIC Solutions, Inc. (f/k/a Acuren Corporation) and the investors party (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on October 7, 2025).
10.19*†						Richard Tong Separation Letter, dated October 24, 2025.
10.20*†						Employment Agreement, dated October 1, 2010, between NV5, Inc. (formerly Vertical V, Inc.) and MaryJo O’Brien, as amended by that certain First, Second, Third and Fourth Amendments.
10.21*†						Executive Employment Agreement, dated March 31, 2026, by and between TIC Solutions, Inc. and Benjamin Heraud.
10.22*†#						Talman Pizzey Separation Agreement dated March 31, 2026.
19.1						TIC Solutions, Inc. (f/k/a Acuren Corporation) Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the registrant’s Annual Report on Form 10-K filed on March 27, 2025).
21.1@						List of subsidiaries of the registrant.
23.1@						Consent of PricewaterhouseCoopers LLP (Successor).
23.2@						Consent of PricewaterhouseCoopers LLP (Predecessor).
31.1@						Certification by Talman B. Pizzey, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2@						Certification by Kristin Schultes, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*						Certification by Ben Heraud, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*						Certification by Kristin Schultes, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1@						Certification by Talman B. Pizzey, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2@						Certification by Kristin Schultes, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1						TIC Solutions, Inc. (f/k/a Acuren Corporation) Executive Officer Clawback Policy (incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed on March 27, 2025).


	TIC SOLUTIONS, INC.

Date: April 30, 2026	By:	/s/ Benjamin Heraud
		Benjamin Heraud
		Chief Executive Officer

Amendment: SEC Form 10-K/A filed by TIC Solutions Inc.