SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

_________________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

TIC Solutions, Inc.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

Notice of 2026
Annual Meeting of
Stockholders

Dear Stockholders,

It is my pleasure to invite you to attend TIC Solutions, Inc.’s 2026 Annual Meeting of Stockholders (“Annual Meeting”). The Annual Meeting will be held on July 1, 2026, at 10:00 a.m. (Eastern Time) in virtual-only format conducted via live webcast at www.virtualshareholdermeeting.com/TIC2026. You will be able to participate, submit questions and vote your shares electronically at the Annual Meeting. At the Annual Meeting, you will be asked to:

1. Elect eleven directors for a one-year term expiring at the 2027 Annual Meeting of Stockholders; and

2. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. These matters are more fully discussed in the accompanying proxy statement. Our Board of Directors is soliciting proxies from stockholders who are entitled to vote at the Annual Meeting. Only stockholders of record as of the close of business on May 11, 2026, may vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, please vote using the Internet, by telephone or by mail, in each case, by following the instructions in our proxy statement. Stockholders who execute a proxy may nevertheless attend the Annual Meeting, revoke their proxy, and vote their shares during the Annual Meeting.

Robert A. E. Franklin

Executive Chairman of the Board

May 21, 2026

We are pleased to utilize the Securities and Exchange Commission rules that allow us to furnish these proxy materials and our 2025 Annual Report on Form 10-K in digital form online. We mailed the Notice of Internet Availability of Proxy Materials for the Annual Meeting containing instructions on how to access our proxy statement and Annual Report on or about May 21, 2026.

Our proxy statement and Annual Report are available online at www.proxyvote.com.

VOTING METHODS

You may vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you have a choice of voting using the Internet, by telephone, or by mail using a traditional proxy card.

		INTERNET				TELEPHONE				MAIL
		Visit www.proxyvote.com and follow the instructions. You will need the 16-digit control number included on your proxy card, voter instruction form or notice.				Call 1-800-690-6903 to transmit your voting instructions up until 11:59 p.m. (Eastern Time) the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.				If you would like to request a copy of the materials for this and/or future stockholder meetings, you may (1) visit www.proxyvote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com.

TIC Solutions, Inc.

200 South Park Road, Suite 350

Hollywood, FL 33021

Table of Contents

TABLE OF CONTENTS

Proxy Summary		1
Corporate Governance		3
Director Compensation		8
PROPOSAL NO. 1 ELECTION OF DIRECTORS	10
Executive Officers	14
Compensation Discussion and Analysis	15
Executive Compensation	22
Compensation Committee Report	29
Security Ownership	30
CEO Pay Ratio	33
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 FISCAL YEAR	34
Audit Committee Report	36
Other Matters	37
Questions and Answers	39

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Table of Contents

Proxy Summary

This summary provides an overview of selected information in this year’s proxy statement. We encourage you to read the entire proxy statement before voting.

2026 Annual Meeting of Stockholders

Date and
Time

July 1, 2026

10:00 a.m. (Eastern Time)

Place

Virtual-only at

www.virtualshareholder
meeting.com/TIC2026

Record
Date

May 11, 2026

Voting Matters

Stockholders will be asked to vote on the following matters at the Annual Meeting:

Matter	Board Recommendation	Page
Proposal 1 – Elect eleven (11) directors for a one-year term expiring at the 2027 Annual Meeting of Stockholders	FOR each Director Nominee	10
Proposal 2 – Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026	FOR	34

How to Vote

You may vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you have a choice of voting using the Internet, by telephone, or by mail using a traditional proxy card.

INTERNET

Visit www.proxyvote.com and follow the instructions. You will need the 16-digit control number included on your proxy card, voter instruction form, or notice.

TELEPHONE

Call 1-800-690-6903 to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

MAIL

If you would like to request a copy of the proxy materials, you may (1) visit www.proxyvote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com.

If you have requested a copy of the proxy materials, mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return to the address on your proxy card.

DURING THE ANNUAL MEETING

You may vote at the Annual Meeting by joining via live webcast at
www.virtualshareholdermeeting.com/TIC2026.

1

Table of Contents

CORPORATE GOVERNANCE

Board of Directors

We believe all of our directors bring to our Board of Directors, or the Board, a wealth of experiences derived from their service in executive, director and managerial roles. Background information about our directors can be found beginning on page 10 of this proxy statement.

Name & Principal Occupation	Age	Director Since	Independent	Committee Memberships
Robert A. E. Franklin Executive Chairman of the Board	34	2023		None
Sir Martin E. Franklin Co-Chairman of the Board	61	2022		None
Antoinette C. Bush Independent Director	69	2024		Compensation Nominating and Corporate Governance
Rory Cullinan Lead Independent Director	66	2023		Audit (Chair)
Elizabeth Meloy Hepding Independent Director	48	2024		Audit Nominating and Corporate Governance
Benjamin Heraud Chief Executive Officer and Director	44	2025		None
Peter A. Hochfelder Independent Director	64	2024		Audit Compensation (Chair)
James E. Lillie Independent Director	64	2024		Compensation Nominating and Corporate Governance (Chair)
Talman B. Pizzey Former Chief Executive Officer and Director	61	2024		None
Byron Roth Independent Director	63	2025		None
Dickerson Wright Independent Director	79	2025		None

Governance Highlights

We are committed to maintaining effective corporate governance practices and high ethical standards, as well as compliance with all applicable governance standards of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). Highlights of our current governance framework are described below.

	Non-classified Board – annual election of all directors		Board oversight of risk management
	Clawback policy for executive officer compensation

SEC Form DEF 14A filed by TIC Solutions Inc.