Form 8-K

8-K — TIC Solutions, Inc.

Accession: 0001628280-26-030884

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0002032966

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tic-20260506.htm (Primary)

EX-99.1 (ticsolutions-x1q26earnings.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tic-20260506.htm · Sequence: 1

tic-20260506

FALSE000203296600020329662026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 6, 2026

Date of Report (date of earliest event reported)

TIC Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-42524 66-1076867

(State or other jurisdiction of

incorporation or organization) (Commission File Number) (I.R.S. Employer

Identification Number)

200 South Park Road, Suite 350

Hollywood, Florida 33021

(Address of principal executive offices and zip code)

(954) 495-2112

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $0.0001 per share TIC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

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. ☐

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 6, 2026, TIC Solutions, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d):The following exhibits are being filed herewith:

Exhibit No. Description

99.1

Press Release Issued by TIC Solutions, Inc. on May 6, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TIC Solutions, Inc.

Date: May 6, 2026

By: /s/ Kristin Schultes

Name: Kristin Schultes

Title: Chief Financial Officer

EX-99.1

Filename: ticsolutions-x1q26earnings.htm · Sequence: 2

Document

Exhibit 99.1

TIC Solutions Reports Results for the First Quarter 2026

- Delivered record first quarter revenue of $488.0 million -

- Reported net loss of $41.5 million and Adjusted EBITDA of $57.7 million -

- Plans to announce new long-term financial targets at Investor Day on May 19 in New York City -

- Reaffirms full-year 2026 outlook -

HOLLYWOOD, Florida, May 6, 2026 -- (BUSINESS WIRE) -- TIC Solutions, Inc. (NYSE: TIC) (“TIC Solutions” or the “Company”), a leading provider of tech-enabled Testing, Inspection, Certification and Compliance, engineering, and geospatial services, today reported its financial results for the three months ended March 31, 2026.

The Company’s first quarter results include the financial performance of NV5 Global, Inc. (“NV5”) for the period following our acquisition of NV5 on August 4, 2025 (the “NV5 Acquisition”). All periods prior to August 4, 2025 reflect legacy Acuren results only and therefore exclude any contribution from NV5 which materially affected year-over-year comparability of our financial results for the periods presented.

Ben Heraud, CEO of TIC Solutions, stated: “We are off to a healthy start in 2026, with first quarter results reflecting the scale and diversity of our combined platform. Demand remained resilient across many of our core recurring and compliance-driven service lines, and the business continued to benefit from attractive exposure to transportation infrastructure, manufacturing, midstream energy, data centers, and geospatial analytics. We are making meaningful progress on the integration of NV5 and remain confident in our synergy opportunity. Based on our first quarter performance and current visibility, we are reaffirming our full-year 2026 outlook. We will host our inaugural Investor Day on May 19th in New York for institutional investors, where we plan to share new long-term financial targets and additional details on our strategic priorities.”

First Quarter 2026 Highlights

•First quarter 2026 revenue was $488.0 million, compared to first quarter 2025 revenue of $234.2 million, representing an increase of 108%, primarily reflecting the inclusion of NV5 results.

•On a combined basis, revenue increased 4.3% year-over-year in the quarter, including 2.2% organic growth.

•First quarter 2026 net loss of $41.5 million compared to first quarter 2025 net loss of $25.8 million.

•First quarter 2026 Adjusted EBITDA of $57.7 million, compared to first quarter 2025 Adjusted EBITDA of $25.9 million, an increase of 123% year-over-year, primarily reflecting the inclusion of NV5 results.

Robert A.E. Franklin, Executive Chairman of TIC Solutions, commented: “Our first quarter results reinforce our confidence in the strength of the combined platform, the quality of its market exposure, and the opportunities ahead. With a disciplined focus on execution and prudent capital allocation, we believe TIC Solutions is well positioned to deliver profitable growth and create long-term value for shareholders.”

Capital Resources and Liquidity

As of March 31, 2026, the Company had total liquidity of $537.5 million, including cash and cash equivalents of $426.6 million plus undrawn capacity on the Company’s $125.0 million revolving credit facility. Total term loan debt was $1.6 billion, net of unamortized debt issuance costs at quarter end.

Guidance

TIC Solutions is reaffirming its previously issued full-year 2026 guidance of:

•Revenue of $2,150 to $2,250 million

•Adjusted EBITDA of $330 to $355 million

Webcast and Conference Call

TIC Solutions will hold a webcast and dial-in conference call to discuss its financial results at 8:30 a.m. (Eastern Time) on Wednesday, May 6, 2026. Participants on the call will include Ben Heraud, Chief Executive Officer, Kristin Schultes, Chief Financial Officer, and Robert A.E. Franklin, Executive Chairman.

To listen to the call by telephone, please dial 800-245-3047 or 203-518-9765 and reference conference ID “TIC.” You may also attend and view the presentation (live or by replay) via webcast by accessing the following URL:

https://viavid.webcasts.com/starthere.jsp?ei=1760683&tp_key=d5fa1c6b18

A replay of the call will be available shortly after the completion of the live call and webcast via the webcast link above.

About TIC Solutions, Inc.

TIC Solutions is a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering, and geospatial services. The Company delivers mission-critical services that support the safety, reliability, and efficiency of industrial assets, buildings, and public infrastructure. Operating across North America and select international markets, TIC Solutions serves private- and public-sector clients across industrial, infrastructure, utilities, construction, commercial real estate end markets, and federal, state, and local agencies, with exposure to data centers and other high-growth industries.

TIC Solutions supports clients across the full asset lifecycle, from planning and design to commissioning and compliance, through three reportable segments: Inspection and Mitigation; Consulting Engineering; and Geospatial, providing asset integrity services, engineering and advisory solutions, and data-driven asset intelligence capabilities. The Company’s services are frequently compliance-driven and typically recurring in nature, delivered by more than 12,000 professionals across over 250 locations.

For more information, please visit www.ticsolutions.com.

Forward-Looking Statements

Certain statements in this press release are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements in this press release include statements regarding the Company’s expectations and beliefs regarding (i) its guidance for revenue, Adjusted EBITDA and net interest expense for the second quarter and full year 2026, and the assumptions underlying such guidance, (ii) the integration of the NV5 business and the anticipated benefits and cost synergies of the combined platform, (iii) its ability to improve profitability, drive operating efficiencies, expand margins, generate stronger cash flow, and deleverage over time, (iv) its strategy to expand its platform and sustain growth in the years ahead, (v) its ability to deliver sustainable value creation for its shareholders, (vi) its capital allocation strategy, including with respect to stock repurchases and acquisitions, (vii) its ability to retain and attract top talent, (viii) customer demand and end-market conditions discussed in this release, including its data center revenues, and (ix) its plans to provide additional details regarding its long-term plans and strategic priorities at Investor Day on May 19, 2026. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.

These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, (i) economic conditions affecting the industries the Company serves, including the construction industry and the energy sector, as well as general economic conditions; (ii) the ability and willingness of customers to invest in infrastructure projects; (iii) a decline in demand for the Company’s services or for the products and

services of its customers; (iv) the fact that the Company’s revenues are derived primarily from contracts with durations of less than six months and the risk that customers will not renew or enter into new contracts; (v) the Company’s ability to successfully acquire other businesses, successfully integrate acquired businesses into its operations and manage the risks and potential liabilities associated with those acquisitions; (vi) the Company’s ability to compete successfully in the industries and markets it serves; (vii) the Company’s ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for arrangements with fixed price terms; (viii) increases in the cost, or reductions in the supply, of the materials used in the Company’s business and for which we bear the risk of such increases; (ix) the inherently dangerous nature of the Company’s services and the risks of potential liability; (x) the seasonality of the Company’s business and the impact of weather conditions; (xi) the Company’s ability to remediate any material weaknesses; (xii) the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and regulations; (xiii) the Company’s substantial level of indebtedness and the effect of restrictions on its operations set forth in the documents that govern such indebtedness, (xiv) the Company may fail to realize anticipated synergies or other benefits expected from the merger with NV5 in the timeframe expected or at all, (xv) a prolonged government shutdown, and (xvi) the ultimate timing, outcome, and results of integrating the operations of Acuren and NV5. For a detailed discussion of cautionary statements and risks that may affect the Company’s future results of operations and financial results, please refer to the Company’s filings with the SEC, including, but not limited to, the risk factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 which was filed with the SEC on March 12, 2026, and any amendments thereto, and in the Company’s quarterly reports on Form 10-Q, each as supplemented or amended from time to time. Forward-looking statements included in this press release speak only as of the date hereof and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or circumstances after the date of this press release.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Non-GAAP Financial Measures

This press release and our earnings conference call contain Adjusted Gross Profit, Adjusted Gross Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Organic Change in Revenue (On an NV5 Combined Basis), Combined Revenue Growth, Combined Revenue Growth (Constant Currency), and Adjusted Selling, General and Administrative (“SG&A”) Expenses, which are non-U.S. GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission.

As used in this press release, Adjusted Gross Profit is defined as Gross Profit less depreciation expense included in cost of revenue for the periods presented. Adjusted Gross Margin is defined as Gross Profit divided by revenue. EBITDA is defined as earnings before interest, taxes, depreciation and amortization for the periods presented and Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash and other specifically identified items for the periods presented. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Organic Change in Revenue provides a consistent basis for year-over-year comparison as it excludes the impacts of material acquisitions, divestitures, and foreign currency translation. When presented on a combined basis, it also reflects the impact of the NV5 acquisition as if it had been owned for the full comparative periods. Adjusted SG&A is defined as SG&A Expense less depreciation and amortization and the impact of certain non-cash and other specifically identified items for the periods presented.

The presentation of Combined Revenue Growth and Combined Revenue Growth (Constant Currency) for the three months ended March 31, 2026, is not in accordance with GAAP and consists of the mathematical addition of Legacy Acuren revenue and NV5 revenue for the three months ended March 31, 2025. No other adjustments are made to the combined presentation. However, we believe that for purposes of discussion and analysis, the combined financial information is useful for management and investors to assess our ongoing financial and operational performance and trends. Combined Revenue Growth (Constant Currency) is calculated as the difference between reported revenue and revenue at fixed currencies for the period.

The Company uses these non-GAAP financial measures and additional financial information both in explaining its results to shareholders and the investment community and in its internal evaluation and management of its businesses. The Company’s management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures (a) permit investors to view the Company’s performance using the same tools that management uses to evaluate the Company’s past performance, reportable business segments and prospects for future performance, (b) permit investors to compare the Company with its peers, (c) determines certain elements of management’s incentive compensation, and (d) provide consistent period-to-period comparisons of the results.

While the Company believes these non-GAAP measures are useful in evaluating the Company’s performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of these non-GAAP financial measures is included later in this press release.

A reconciliation is not provided for 2026 Adjusted EBITDA guidance range as we are unable to predict the amounts to be adjusted, such as the GAAP tax provision and depreciation. Accordingly, we would not be able to make a detailed reconciliation of Adjusted EBITDA without unreasonable efforts due to our inability to predict the amount and timing of these future items.

Investor Relations Contacts

Andrew Shen

Director of Investor Relations

Email: IR@tics.com

Source: TIC Solutions, Inc.

TIC Solutions, Inc.

Condensed Consolidated Balance Sheets

(amounts in thousands)

(Unaudited)

March 31, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 426,564 $ 439,536

Accounts receivable, net

344,243 366,293

Contract assets, net 182,732 154,439

Prepaid expenses and other current assets 66,821 60,768

Total current assets 1,020,360 1,021,036

Property and equipment, net

245,601 255,625

Operating lease right-of-use assets, net 54,919 60,209

Goodwill 1,647,534 1,649,595

Intangible assets, net 1,351,980 1,391,382

Deferred tax assets

1,423 1,438

Other assets 10,319 17,024

Total assets $ 4,332,136 $ 4,396,309

Liabilities and Stockholders' Equity

Current liabilities

Accounts payable $ 57,505 $ 60,426

Accrued expenses and other current liabilities 168,237 151,626

Contract liabilities 52,000 47,846

Current portion of long-term debt

23,460 25,511

Current portion of lease obligations 32,215 33,584

Total current liabilities 333,417 318,993

Long-term debt, net of current portion

1,585,424 1,587,686

Non-current lease obligations 61,401 66,049

Deferred tax liabilities

205,155 222,955

Other non-current liabilities

12,880 20,710

Total liabilities 2,198,277 2,216,393

Total liabilities and stockholders' equity

$ 4,332,136 $ 4,396,309

TIC Solutions, Inc.

Condensed Consolidated Statements of Operations

(amounts in thousands, except share and per share data)

(Unaudited)

Three Months Ended

March 31, 2026 March 31, 2025

Revenue

$ 488,029 $ 234,215

Cost of revenue 326,728 190,546

Gross profit 161,301 43,669

Selling, general and administrative expenses 150,328 39,872

Depreciation and amortization 40,036 13,237

Loss from operations

(29,063) (9,440)

Interest expense, net 29,021 16,007

Other income, net

(77) (1,119)

Loss before income tax benefit

(58,007) (24,328)

Income tax provision (benefit)

(16,458) 1,465

Net loss

(41,549) (25,793)

Undistributed loss allocated to Series A Preferred Stock 190 211

Net loss allocated to common stockholders $ (41,359) $ (25,582)

Basic and diluted loss per share:

Common stock, basic and diluted $ (0.19) $ (0.21)

Series A Preferred Stock, basic and diluted $ (0.19) $ (0.21)

Weighted-average shares outstanding:

Common stock, basic 217,251,178 121,476,215

Common stock, diluted 218,251,178 122,476,215

Series A Preferred Stock, basic and diluted 1,000,000 1,000,000

TIC Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(Unaudited)

Three Months Ended

March 31, 2026 March 31, 2025

Cash flows from operating activities:

Net loss

$ (41,549) $ (25,793)

Adjustments to reconcile net loss to cash flows from operating activities:

Depreciation and amortization 58,880 28,599

Noncash lease expense 6,035 2,491

Share-based compensation expense 12,912 1,107

Amortization of deferred financing costs 1,883 828

Deferred taxes (17,334) (4,320)

Other 1,189 (899)

Changes in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable 22,092 40,254

Contract assets (27,886) (8,395)

Prepaid expenses and other current assets (5,635) 4,306

Accounts payable (7,402) 3,433

Accrued expenses and other current liabilities 7,391 (5,708)

Operating lease obligations (5,801) (2,352)

Contract liabilities 4,161 (213)

Other assets and liabilities 989 (546)

Net cash provided by operating activities

9,925 32,792

Cash flows from investing activities:

Business acquisitions, net of cash acquired

(3,884) (8,030)

Purchases of property and equipment

(5,697) (4,476)

Proceeds from sale of property and equipment

1,287 293

Net cash used in investing activities (8,294) (12,213)

Cash flows from financing activities:

Payments on long-term borrowings

(4,131) (1,932)

Payments of debt issuance costs

— (1,165)

Payments on finance lease obligations and other long-term debt

(8,776) (2,508)

Net cash used in financing activities

(12,907) (5,605)

Net effect of exchange rate fluctuations on cash and cash equivalents

(1,696) 1,631

Net change in cash and cash equivalents (12,972) 16,605

Beginning of period 439,536 139,134

End of period $ 426,564 $ 155,739

TIC Solutions, Inc.

Reconciliation of Non-GAAP Financial Measures

Adjusted Gross Profit and Adjusted Gross Margin

(amounts in thousands)

(Unaudited)

Three Months Ended March 31, 2026

Inspection and Mitigation Consulting Engineering

Geospatial

Total

Revenue $ 234,827 $ 187,341 $ 65,861 $ 488,029

Cost of revenue 194,066 98,191 34,471 326,728

Gross profit $ 40,761 $ 89,150 $ 31,390 $ 161,301

Depreciation expense included in cost of revenue 16,627 — 2,216 18,843

Adjusted gross profit $ 57,388 $ 89,150 $ 33,606 $ 180,144

Adjusted gross margin(1)

24.4 % 47.6 % 51.0 % 36.9 %

Three Months Ended March 31, 2025

Inspection and Mitigation Consulting Engineering

Geospatial

Total

Revenue $ 234,215 $ — $ — $ 234,215

Cost of revenue 190,546 — — 190,546

Gross profit $ 43,669 $ — $ — $ 43,669

Depreciation expense included in cost of revenue 15,362 — — 15,362

Adjusted gross profit $ 59,031 $ — $ — $ 59,031

Adjusted gross margin(1)

25.2 % — % — % 25.2 %

Combined Three Months Ended March 31, 2025

Inspection and Mitigation

Consulting Engineering(2)

Geospatial(2)

Total

Revenue $ 234,215 $ 171,029 $ 63,016 $ 468,260

Cost of revenue 190,546 90,687 30,628 311,861

Gross profit $ 43,669 $ 80,342 $ 32,388 $ 156,399

Depreciation expense included in cost of revenue 15,362 — 1,759 17,121

Adjusted gross profit $ 59,031 $ 80,342 $ 34,147 $ 173,520

Adjusted gross margin(1)

25.2 % 47.0 % 54.2 % 37.1 %

(1)

Adjusted Gross Margin is calculated as Adjusted Gross Profit divided by revenue for the applicable period.

(2)

The amounts presented for the combined three months ended March 31, 2025 for Consulting Engineering and Geospatial are based on the Company’s reclassification of certain costs that NV5 historically presented within “Salaries and wages, payroll taxes, and benefits” which the Company classifies as “Cost of revenue.”

TIC Solutions, Inc.

Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

(amounts in thousands)

(Unaudited)

Three Months Ended

March 31, 2026 March 31, 2025

Net loss

$ (41,549) $ (25,793)

Income tax provision (benefit)

(16,458) 1,465

Interest expense, net 29,021 16,007

Depreciation and amortization expense 58,880 28,599

EBITDA 29,894 20,278

Adjustments:

ASP Acuren Acquisition transaction related expenses(1)

— 467

Acquisition related transaction and integration expenses(2)

14,127 858

Business transformation costs(3)

2,198 2,650

Non-cash stock compensation expense(4)

12,912 1,108

Other non-recurring charges(5)

(1,385) 491

Adjusted EBITDA $ 57,746 $ 25,852

Adjusted EBITDA margin(6)

11.8 % 11.0 %

(1)

Adjustment to add back transaction related expenses for the Acuren Acquisition.

(2)

Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including the Acuren Acquisition. This includes costs related to the NV5 Acquisition in 2025.

(3)

Adjustment to reflect the elimination of non-recurring costs related to business transformation expenses.

(4)

Adjustment to add back stock compensation expense.

(5)

Adjustment to add back other non-recurring charges including restructuring charges, one-time IT development charges and certain gains, losses and balance adjustments.

(6)

Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by revenue for the applicable period.

TIC Solutions, Inc.

Non-GAAP Financial Measure

Organic Change In Revenue (On an NV5 Combined Basis)

(Unaudited)

Three Months Ended

March 31, 2026

Change in Revenue (As Reported) 108.4 %

Impact from NV5 Revenue(1)

104.1 %

Total Combined Revenue Growth 4.3 %

Foreign Currency Translation(2)

(1.2) %

Total Combined Revenue Growth (Constant Currency) 3.1 %

Acquisitions(3)

(0.9) %

Organic Change in Revenue (NV5 Combined) 2.2 %

(1)

Adjustment to include NV5’s revenue for the three months ended March 31, 2025 for purposes of calculating combined organic revenue growth.

(2)

Represents the effect of foreign currency on reported revenue, calculated as the difference between reported revenue and revenue at fixed currencies for the period. Fixed currency amounts are based on translation into U.S. Dollars at fixed foreign currency exchange rates established by management.

(3)

Adjustment to exclude revenue from material acquisitions from their respective dates of acquisition until the first year anniversary from date of acquisition. This adjustment also excludes material NV5 acquisitions from the combined comparable period.

TIC Solutions, Inc.

Reconciliation of Non-GAAP Financial Measure

Adjusted SG&A Expenses

(amounts in thousands)

(Unaudited)

Three Months Ended

March 31, 2026 March 31, 2025

Selling, general and administrative expenses $ 150,328 $ 39,872

Adjustments:

Acuren Acquisition transaction related expenses(1)

— (467)

Acquisition related transaction and integration expenses(2)

(12,063) (2,020)

Business transformation costs(3)

(2,198) (2,536)

Non-cash stock compensation expense(4)

(12,912) (1,108)

Other non-recurring charges(5)

— (491)

Adjusted SG&A expenses $ 123,155 $ 33,250

Adjusted SG&A expenses as a % of revenue(6)

25.2 % 14.2 %

(1)

Adjustment to add back transaction related expenses for the Acuren Acquisition.

(2)

(3)

Adjustment to reflect the elimination of non-recurring costs related to business transformation expenses.

(4)

Adjustment to add back stock compensation expense.

(5)

Adjustment to add back other non-recurring charges including restructuring charges, one-time IT development charges and certain gains, losses and balance adjustments.

(6)

Adjusted SG&A margin is calculated as Adjusted SG&A divided by combined revenues for the period.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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