# TIC Solutions (TIC) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 6, 2026, 7:09 AM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001628280-26-053831
- OpenCapital page: https://www.opencapital.sh/filings/0001628280-26-053831
- Markdown URL: https://www.opencapital.sh/filings/0001628280-26-053831.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/0001628280-26-053831-index.htm

## Filing documents

- [10-Q (tic-20260630.htm)](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/tic-20260630.htm)
- [EX-10.1 (exhibit101jenniferphanempl.htm)](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/exhibit101jenniferphanempl.htm)
- [EX-10.3 (exhibit103fourthamendmente.htm)](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/exhibit103fourthamendmente.htm)
- [EX-31.1 (q226-ex311xceo302certifica.htm)](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/q226-ex311xceo302certifica.htm)
- [EX-31.2 (q226-ex312xcfo302certifica.htm)](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/q226-ex312xcfo302certifica.htm)
- [EX-32.1 (q226-ex321xceo906certifica.htm)](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/q226-ex321xceo906certifica.htm)
- [EX-32.2 (q226-ex322xcfo906certifica.htm)](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/q226-ex322xcfo906certifica.htm)

---

## 10-Q

SEC source: [tic-20260630.htm](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/tic-20260630.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

### FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ 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.) |
| 2700 Post Oak Blvd., Suite 2300, Houston, Texas | 77056 |
| (Address of principal executive offices) | (Zip Code) |

(281) 822-2555

Registrant’s telephone number, including area code

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 (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 ☑ No ☐

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 ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The number of shares of the registrant’s common stock outstanding as of July 31, 2026, was 218,220,356.

TABLE OF CONTENTS

Page

[Part I](#i6b86288842394466837c3e4e0c9226ac_10)[–](#i6b86288842394466837c3e4e0c9226ac_10)[Financial Information](#i6b86288842394466837c3e4e0c9226ac_10)

[Item 1.](#i6b86288842394466837c3e4e0c9226ac_13) [Financial Statements](#i6b86288842394466837c3e4e0c9226ac_10) [1](#i6b86288842394466837c3e4e0c9226ac_13)

[Condensed Consolidated Balance Sheets](#i6b86288842394466837c3e4e0c9226ac_16) (unaudited) [1](#i6b86288842394466837c3e4e0c9226ac_16)

[Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)](#i6b86288842394466837c3e4e0c9226ac_965) [2](#i6b86288842394466837c3e4e0c9226ac_965)

[Condensed Consolidated Statements of Stockholders’ Equity](#i6b86288842394466837c3e4e0c9226ac_980)[(unaudited)](#i6b86288842394466837c3e4e0c9226ac_980) [3](#i6b86288842394466837c3e4e0c9226ac_980)

[Condensed Consolidated Statements of Cash Flows](#i6b86288842394466837c3e4e0c9226ac_25) (unaudited) [5](#i6b86288842394466837c3e4e0c9226ac_25)

[Notes to the Condensed Consolidated Financial Statements](#i6b86288842394466837c3e4e0c9226ac_31) (unaudited) [7](#i6b86288842394466837c3e4e0c9226ac_31)

[Item](#i6b86288842394466837c3e4e0c9226ac_109)[2](#i6b86288842394466837c3e4e0c9226ac_109)[.](#i6b86288842394466837c3e4e0c9226ac_109) [Management's Discussion and Analysis of Financial Condition and Results of Operations](#i6b86288842394466837c3e4e0c9226ac_109) [29](#i6b86288842394466837c3e4e0c9226ac_109)

[Item 3.](#i6b86288842394466837c3e4e0c9226ac_139) [Quantitative and Qualitative Disclosures About Market Risk](#i6b86288842394466837c3e4e0c9226ac_139) [37](#i6b86288842394466837c3e4e0c9226ac_139)

[Item 4.](#i6b86288842394466837c3e4e0c9226ac_142) [Controls and Procedures](#i6b86288842394466837c3e4e0c9226ac_142) [38](#i6b86288842394466837c3e4e0c9226ac_142)

[Part II](#i6b86288842394466837c3e4e0c9226ac_145)[–](#i6b86288842394466837c3e4e0c9226ac_145)[Other Information](#i6b86288842394466837c3e4e0c9226ac_145)

[Item 1](#i6b86288842394466837c3e4e0c9226ac_148). [Legal Proceedings](#i6b86288842394466837c3e4e0c9226ac_148) [40](#i6b86288842394466837c3e4e0c9226ac_148)

[Item 1A.](#i6b86288842394466837c3e4e0c9226ac_151) [Risk Factors](#i6b86288842394466837c3e4e0c9226ac_151) [40](#i6b86288842394466837c3e4e0c9226ac_151)

[Item 2.](#i6b86288842394466837c3e4e0c9226ac_154) [Unregistered Sales of Equity Securities and Use of Proceeds](#i6b86288842394466837c3e4e0c9226ac_154) [40](#i6b86288842394466837c3e4e0c9226ac_154)

[Item 3.](#i6b86288842394466837c3e4e0c9226ac_157) [Defaults Upon Senior Securities](#i6b86288842394466837c3e4e0c9226ac_157) [40](#i6b86288842394466837c3e4e0c9226ac_157)

[Item 4.](#i6b86288842394466837c3e4e0c9226ac_160) [Mine Safety Disclosures](#i6b86288842394466837c3e4e0c9226ac_160) [40](#i6b86288842394466837c3e4e0c9226ac_160)

[Item 5.](#i6b86288842394466837c3e4e0c9226ac_163) [Other Information](#i6b86288842394466837c3e4e0c9226ac_163) [40](#i6b86288842394466837c3e4e0c9226ac_163)

[Item 6.](#i6b86288842394466837c3e4e0c9226ac_166) [Exhibits](#i6b86288842394466837c3e4e0c9226ac_166) [42](#i6b86288842394466837c3e4e0c9226ac_166)

[Signatures](#i6b86288842394466837c3e4e0c9226ac_169) [43](#i6b86288842394466837c3e4e0c9226ac_169)

PART I – FINANCIAL INFORMATION

## ITEM 1. FINANCIAL STATEMENTS

**TIC Solutions, Inc.**

### Condensed Consolidated Balance Sheets

_(amounts in thousands, except par and share data) · (Unaudited)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Assets |  |  |
| Current assets: |  |  |
| Cash and cash equivalents | $362,420 | $439,536 |
| Accounts receivable, net | 381,200 | 366,293 |
| Contract assets | 203,819 | 154,439 |
| Prepaid expenses and other current assets | 66,898 | 60,768 |
| Total current assets | 1,014,337 | 1,021,036 |
| Property and equipment, net | 241,117 | 255,625 |
| Operating lease right-of-use assets, net | 52,598 | 60,209 |
| Goodwill | 1,661,520 | 1,649,595 |
| Intangible assets, net | 1,311,901 | 1,391,382 |
| Deferred tax assets | 1,398 | 1,438 |
| Other assets | 9,650 | 17,024 |
| Total assets | $4,292,521 | $4,396,309 |
| Liabilities and Stockholders' Equity |  |  |
| Current liabilities: |  |  |
| Accounts payable | $57,217 | $60,426 |
| Accrued expenses and other current liabilities | 174,686 | 151,626 |
| Contract liabilities | 61,844 | 47,846 |
| Current portion of long-term debt | 23,129 | 25,511 |
| Current portion of lease obligations | 31,280 | 33,584 |
| Total current liabilities | 348,156 | 318,993 |
| Long-term debt, net of current portion | 1,589,615 | 1,587,686 |
| Non-current lease obligations | 58,992 | 66,049 |
| Deferred tax liabilities | 185,110 | 222,955 |
| Other non-current liabilities | 14,361 | 20,710 |
| Total liabilities | 2,196,234 | 2,216,393 |
| Commitments and contingencies (Note 15) |  |  |
| Stockholders' Equity |  |  |
| Series A Preferred Stock, $0.0001 par value, 1,000,000 shares issued and outstanding | — | — |
| Common stock, $0.0001 par value, 218,987,253 and 220,485,045 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | 21 | 21 |
| Additional paid-in capital | 2,369,710 | 2,362,943 |
| Accumulated deficit | (248,996) | (194,105) |
| Accumulated other comprehensive income (loss) | (24,448) | 11,057 |
| Total stockholders' equity | 2,096,287 | 2,179,916 |
| Total liabilities and stockholders' equity | $4,292,521 | $4,396,309 |

See accompanying notes to unaudited condensed consolidated financial statements.

**TIC Solutions, Inc.**

### Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

_(amounts in thousands, except share and per share data) · (Unaudited)_

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue | $584,347 | $313,925 | $1,072,376 | $548,140 |
| Cost of revenue | 380,189 | 239,824 | 706,917 | 430,370 |
| Gross profit | 204,158 | 74,101 | 365,459 | 117,770 |
| Selling, general and administrative expenses | 193,316 | 55,751 | 383,680 | 108,860 |
| Income (loss) from operations | 10,842 | 18,350 | (18,221) | 8,910 |
| Interest expense, net | 28,365 | 15,451 | 57,386 | 31,458 |
| Other income, net | (946) | (777) | (1,023) | (1,896) |
| Income (loss) before income tax benefit (expense) | (16,577) | 3,676 | (74,584) | (20,652) |
| Income tax provision (benefit) | (3,235) | 3,909 | (19,693) | 5,374 |
| Net loss | (13,342) | (233) | (54,891) | (26,026) |
| Undistributed loss allocated to Series A Preferred Stock | 61 | 2 | 252 | 212 |
| Net loss allocated to common stockholders | $(13,281) | $(231) | $(54,639) | $(25,814) |
| Other comprehensive income (loss): |  |  |  |  |
| Net loss | $(13,342) | $(233) | $(54,891) | $(26,026) |
| Foreign currency translation adjustment | (21,630) | 48,376 | (34,337) | 50,937 |
| Fair value change – cash flow hedge | (1,168) | — | (1,168) | — |
| Total comprehensive income (loss) | $(36,140) | $48,143 | $(90,396) | $24,911 |
| Basic and diluted loss per share: |  |  |  |  |
| Common stock, basic and diluted | $(0.06) | $(0.00) | $(0.25) | $(0.21) |
| Series A Preferred Stock, basic and diluted | $(0.06) | $(0.00) | $(0.25) | $(0.21) |
| Weighted-average shares outstanding: |  |  |  |  |
| Common stock, basic | 217,216,768 | 121,476,215 | 217,233,878 | 121,476,215 |
| Common stock, diluted | 218,216,768 | 122,476,215 | 218,233,878 | 122,476,215 |
| Series A Preferred Stock, basic and diluted | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |

See accompanying notes to unaudited condensed consolidated financial statements.

**TIC Solutions, Inc.**

### Condensed Consolidated Statements of Stockholders’ Equity

_(amounts in thousands, except share data) · (Unaudited)_

| Line item | Common Stock / Shares | Common Stock / Amount | Series A Preferred Stock / Shares | Series A Preferred Stock / Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances at December 31, 2025 | 220,485,045 | $21 | 1,000,000 | — | $2,362,943 | $(194,105) | $11,057 | $2,179,916 |
| Net loss | — | — | — | — | — | (41,549) | — | (41,549) |
| Share-based compensation expense | — | — | — | — | 8,728 | — | — | 8,728 |
| Restricted stock issuances and restricted stock unit vestings, net | (113,718) | — | — | — | (529) | — |  | (529) |
| Issuance of common shares in conjunction with the Series A Preferred Stock Dividend | 668,347 | — | — | — | — | — | — | — |
| Other comprehensive loss | — | — | — | — | — | — | (12,707) | (12,707) |
| Balances at March 31, 2026 | 221,039,674 | $21 | 1,000,000 | — | $2,371,142 | $(235,654) | $(1,650) | $2,133,859 |
| Net loss | — | — | — | — | — | (13,342) | — | (13,342) |
| Share-based compensation expense | — | — | — | — | 10,778 | — | — | 10,778 |
| Restricted stock issuance and restricted stock unit vestings, net | (459,229) | — | — | — | (2,762) | — | — | (2,762) |
| Issuance of common shares in conjunction with the employee stock purchase plan | 285,025 | — | — | — | 1,983 | — | — | 1,983 |
| Repurchases of common stock | (1,878,217) | — | — | — | (15,684) |  |  | (15,684) |
| Reclassification of liability-classified awards to equity-classified awards | — | — | — | — | 4,253 |  |  | 4,253 |
| Other comprehensive loss | — | — | — | — | — | — | (22,798) | (22,798) |
| Balances at June 30, 2026 | 218,987,253 | $21 | 1,000,000 | — | $2,369,710 | $(248,996) | $(24,448) | $2,096,287 |

**TIC Solutions, Inc.**

### Condensed Consolidated Statements of Stockholders’ Equity

_(amounts in thousands, except share data) · (Unaudited)_

| Line item | Common Stock / Shares | Common Stock / Amount | Series A Preferred Stock / Shares | Series A Preferred Stock / Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances at December 31, 2024 | 121,476,215 | $12 | 1,000,000 | — | $1,293,638 | $(106,989) | $(35,489) | $1,151,172 |
| Net loss | — | — | — | — | — | (25,793) | — | (25,793) |
| Share-based compensation expense | — | — | — | — | 1,107 | — | — | 1,107 |
| Other comprehensive income | — | — | — | — | — | — | 2,561 | 2,561 |
| Balances at March 31, 2025 | 121,476,215 | $12 | 1,000,000 | — | $1,294,745 | $(132,782) | $(32,928) | $1,129,047 |
| Net loss | — | — | — | — | — | (233) | — | (233) |
| Share-based compensation expense | — | — | — | — | 1,873 | — | — | 1,873 |
| Other comprehensive income | — | — | — | — | — | — | 48,376 | 48,376 |
| Balances at June 30, 2025 | 121,476,215 | $12 | 1,000,000 | — | $1,296,618 | $(133,015) | $15,448 | $1,179,063 |

See accompanying notes to unaudited condensed consolidated financial statements.

**TIC Solutions, Inc.**

### Condensed Consolidated Statements of Cash Flows

_(amounts in thousands) · (Unaudited)_

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net loss | $(54,891) | $(26,026) |
| Adjustments to reconcile net loss to cash flows from operating activities: |  |  |
| Depreciation and amortization | 119,303 | 58,136 |
| Noncash lease expense | 12,235 | 5,139 |
| Share-based compensation expense | 24,237 | 2,980 |
| Amortization of deferred financing costs | 3,765 | 1,682 |
| Deferred taxes | (25,857) | (11,718) |
| Other | 1,406 | 1,305 |
| Changes in operating assets and liabilities, net of effects of acquisitions: |  |  |
| Accounts receivable | (17,121) | 19,571 |
| Contract assets | (64,742) | (32,207) |
| Prepaid expenses and other current assets | (3,768) | 8,388 |
| Accounts payable | (4,861) | 974 |
| Accrued expenses and other current liabilities | 23,372 | 3,387 |
| Operating lease obligations | (11,974) | (4,904) |
| Contract liabilities | 2,026 | 47 |
| Other assets and liabilities | (2,972) | (449) |
| Net cash provided by operating activities | 158 | 26,305 |
| Cash flows from investing activities: |  |  |
| Business acquisitions, net of cash acquired | (10,324) | (16,656) |
| Purchases of property and equipment | (25,381) | (12,494) |
| Proceeds from sale of property and equipment | 2,325 | 743 |
| Net cash used in investing activities | (33,380) | (28,407) |
| Cash flows from financing activities: |  |  |
| Payments on long-term borrowings | (4,131) | (3,865) |
| Payments of debt issuance costs | — | (1,165) |
| Payments on finance lease obligations and other long-term debt | (18,247) | (5,278) |
| Payments related to tax withholdings for stock-based compensation | (2,753) | — |
| Payments related to repurchases of common stock | (15,684) | — |
| Net cash used in financing activities | (40,815) | (10,308) |
| Effect of exchange rate changes on cash and cash equivalents | (3,079) | 3,332 |
| Net change in cash and cash equivalents | (77,116) | (9,078) |
| Beginning of period | 439,536 | 139,134 |
| End of period | $362,420 | $130,056 |

See accompanying notes to unaudited condensed consolidated financial statements.

TIC Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(Unaudited)

Supplemental cash flow information and schedules of non-cash investing and financing activities for the periods indicated were as follows:

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Supplemental disclosure of cash flow information |  |  |
| Interest paid | $52,796 | $28,269 |
| Income taxes paid | $10,842 | $12,293 |
| Supplemental disclosure of non-cash operating, investing and financing activities: |  |  |
| Reclassification of liability-classified awards to equity-classified awards | $4,253 | — |
| Purchases of property and equipment accrued and not yet paid | $1,980 | $2,729 |
| Notes payable and other obligations issued for acquisitions | $5,331 | — |
| Shares issued in accordance with employee stock purchase plan | $1,983 | — |

See accompanying notes to unaudited condensed consolidated financial statements.

### TIC Solutions, Inc.

### Notes to Condensed Consolidated Financial Statements

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

### NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

TIC Solutions, Inc. (formerly Acuren Corporation and hereinafter referred to as “we,” “our,” “us,” “TIC Solutions,” or the “Company”) is a leading provider of tech-enabled asset integrity, engineering and consulting, and geospatial services. On August 4, 2025 (the “NV5 Closing Date”), the Company completed its acquisition of NV5 Global, Inc. (“NV5” and such acquisition, the “NV5 Acquisition”), an engineering and consulting services company. On October 10, 2025, the Company changed its name from Acuren Corporation to TIC Solutions, Inc. The Company provides mission-critical services across the full lifecycle of industrial assets, buildings, and public infrastructure, from planning and construction through operations and ongoing maintenance.

The Company operates primarily in North America and serves a diversified base of clients across its principal end markets: oil and gas, industrials, buildings, power and utilities, infrastructure, natural resources, and aerospace and defense. Within these markets, the Company supports oil sands, refining, midstream, and upstream operations; manufacturing, fabrication, chemical, and metal-processing facilities; commercial, data center, institutional, and residential buildings; power generation, gas transmission and distribution, and electricity infrastructure; geospatial and environmental services; highways and roads, transportation, water, and parks and recreation; and federal, state, regional, and municipal customers across public-sector applications.

The Company’s services are often non-discretionary and are driven by regulatory and compliance requirements, customer risk-management policies, maintenance needs, and the need to support the safety, reliability, and useful life of critical assets and infrastructure.

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements (the “interim statements”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as certain information has been condensed or omitted. All intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in prior periods have been reclassified to conform to the current period presentation. Such reclassifications did not have a material effect on the Company's financial condition or results of operations as previously reported. The results of operations of companies acquired are included from the date of acquisition. In the opinion of management, these interim statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These interim statements should be read in conjunction with the audited consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, as filed with the SEC (the “2025 Annual Report”).

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in “Note 2. Summary of Significant Accounting Policies” in our 2025 Annual Report and are supplemented by the notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

#### Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, by following the five-step model: the Company identifies a contract with a customer, identifies the performance obligation(s) in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues as the Company satisfies the performance obligation(s).

Nature of Services and Performance Obligations

The Company provides inspection, engineering, geospatial and other services to customers under a variety of contract types. Contracts are evaluated to determine whether they should be combined and whether they contain one or multiple performance obligations. Most contracts contain a single performance obligation, as the promise to transfer individual services is not separately identifiable from other promises in the contract and, therefore, is not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation utilizing several different pricing scenarios and is able to discretely price out each individual component based on its nature and relation to the overall performance obligation.

Performance obligations are generally satisfied over time as work progresses or services are rendered, because the customer simultaneously receives and consumes the benefits of the Company’s performance. Revenue may be recognized over time based on time and material incurred to date, which best portrays the transfer of control to the customer, or based on progress measured using an input method by comparing direct costs incurred to date to the estimated total direct costs for the completion of the services. Contract costs include labor, sub-consultant services and other direct costs. For contracts that meet the required conditions, the Company applies the as-invoiced practical expedient and recognizes revenue based on its right to invoice for services performed.

Performance obligations in certain contracts are satisfied at a point in time. Revenue for these services is recognized when control of the promised deliverable transfers to the customer, which is generally upon completion, delivery or customer acceptance of reports or analyses.

The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-unit price. Cost-reimbursable contracts consist of the following:

- time and material contracts, which are common for professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, the Company negotiates hourly billing rates and charges the clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.
- cost-plus contracts are the predominant contracting method used by the Company to charge clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value.
- lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of the Company’s lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. In most cases, we can bill additional fees if the construction schedule is modified and lengthened.

Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed.

As of June 30, 2026, the Company had $1.2 billion of remaining performance obligations, of which approximately $883 million is expected to be recognized over the next 12 months. Performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, the Company includes revenue from such contracts in performance obligations to the extent of the remaining estimated amount.

Contract estimates are based on various assumptions to project the outcome of future events. These assumptions are dependent upon the accuracy of a variety of estimates, including engineering progress, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. If estimated total costs on contracts indicate a loss or reduction to the percentage of total contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The effect of revisions to revenues and estimated costs to complete contracts, including penalties, incentive awards, change orders, claims and anticipated losses, are recorded on a cumulative catch-up basis in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment.

Contract Balances

The timing of revenue recognition, billings and cash collections results in, and are reflected within, “Accounts receivable, net,” “Contract assets,” and “Contract liabilities” on the condensed consolidated balance sheets.

“Accounts receivable, net” represents amounts billed to clients that remain uncollected as of the balance sheet date. The amounts are stated at their estimated realizable value. The Company maintains an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. See further discussion in “Note 5. Accounts Receivable and Contract Assets.”

“Contract assets” represent recognized amounts pending billing pursuant to contract terms or accounts billed after period end and are expected to be billed and collected within the next 12 months. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets that are classified as current.

In certain circumstances, the contract may allow for billing terms that result in cumulative amounts billed in excess of revenues recognized. “Contract liabilities” represent billings in excess of revenues recognized on these contracts as of the reporting date that are generally classified as current. During the three and six months ended June 30, 2026, revenue recognized related to the Company’s contract liabilities that existed as of December 31, 2025 was not material.

Contract Modifications

Contract modifications may occur in the normal course of business and typically result from changes in scope, specifications or performance period. In most cases, such modifications are not distinct and are accounted for as part of the existing contract. If a modification adds distinct goods or services at a price that reflects their standalone selling prices, it is accounted for as a separate contract.

Federal Acquisition Regulations

Federal Acquisition Regulations (“FAR”), which are applicable to the Company’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs.

Recent Accounting Pronouncements Not Yet Adopted

The Company has not adopted any new accounting pronouncements since the audited consolidated financial statements for the year ended December 31, 2025. See the 2025 Annual Report for information pertaining to the effects of recently adopted and other recent accounting pronouncements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs that are accounted for under Subtopic 350-40. The amendments in this update remove all references to prescriptive and sequential software development stages. Under this ASU, capitalization of internal-use software begins when management authorizes and commits to funding the project and it is probable that the project will be completed. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods; however early adoption is permitted either prospectively or retrospectively. The Company is currently evaluating the impact the adoption of this guidance will have on its financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), requiring disclosure in the notes to the financial statements for specified information about certain costs and expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027; however early adoption is permitted and can be applied either prospectively or retrospectively. The Company is currently evaluating the impact the adoption of this guidance will have on its financial statements and related disclosures.

### NOTE 2. BUSINESS COMBINATIONS

2026 Acquisitions

During the six months ended June 30, 2026, the Company completed four acquisitions which were not significant to the consolidated financial statements. Total consideration for the acquisitions was approximately $13.9 million. The Company recorded approximately $6.5 million of goodwill related to the acquisitions. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805.

2025 Acquisitions

#### NV5 Acquisition

On August 4, 2025, the Company completed its acquisition of NV5 pursuant to the Agreement and Plan of Merger dated May 14, 2025.

In connection with the NV5 Acquisition, in the third quarter of 2025 the Company completed a reorganization of the Company’s reportable segments to align with the service offerings of the combined entity. Accordingly, the post-acquisition results of NV5 are reported within the Company’s Consulting & Engineering and Geospatial reportable segments, and the Company’s historical United States and Canada reportable segments have been combined into the Inspection & Mitigation reportable segment. See “Note 16. Segment Reporting” for further discussion regarding the Company’s reorganization and revised reportable segments.

The aggregate purchase consideration paid to the stockholders of NV5 totaled $1.7 billion, including: (i) a cash payment at the NV5 Closing Date of $870.9 million, (ii) the issuance of 73.2 million shares of common stock to NV5 stockholders with an estimated fair value of $768.3 million, and, (iii) the replacement of $76.5 million of unvested NV5 share-based awards, of which $29.7 million was attributable to pre-combination services. The Company funded the cash portion of the purchase price with a new term loan in an aggregate principal amount of $875.0 million and cash on hand. In connection with the debt financing, the Company incurred $21.9 million in debt issuance costs that were capitalized and will be amortized using the effective interest method over the remaining term of the Term Loans (as defined in “Note 11. Long-Term Debt”). The Company also increased the amount of its existing senior secured revolving credit facility to $125.0 million (the “Revolving Credit Facility”) and incurred debt issuance costs of $1.3 million related to the Revolving Credit Facility which will be amortized on a straight-line basis over the remaining term of the Revolving Credit Facility.

The NV5 Acquisition was accounted for under the acquisition method of accounting. The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of the fair values. The final determination of the fair values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805 which the Company expects to be in the third quarter of 2026. The NV5 Acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the fair values of assets and liabilities as of the acquisition date, including intangible assets, contract assets and liabilities, certain lease-related assets and liabilities, indemnification assets, and deferred tax assets and liabilities.

The excess of the purchase price over the preliminary fair value of the tangible and intangible net assets acquired and liabilities assumed has been recorded as goodwill. The goodwill balance is primarily attributed to the assembled workforce, expansion of service offerings, market opportunities and synergies expected to be achieved from the combined operations of the Company and NV5. The Company has preliminarily assigned goodwill amounts of approximately $15.4 million, $522.8 million, and $247.0 million to the Inspection & Mitigation, Consulting & Engineering and Geospatial segments, respectively. Goodwill of $76.1 million is expected to be deductible for income tax purposes.

The following table summarizes the preliminary estimated fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the NV5 Acquisition:

| Line item | Total | Total |
| --- | --- | --- |
| Cash consideration | $ | $870,911 |
| Equity consideration | 768,304 |  |
| Replacement of share-based awards | 29,744 |  |
| Total consideration | $ | $1,668,959 |
| Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |
| Cash and cash equivalents | $ | $58,958 |
| Accounts receivables | 184,894 |  |
| Contract assets | 109,331 |  |
| Prepaid expenses and other current assets | 36,349 |  |
| Plant and equipment | 80,557 |  |
| Other assets | 4,254 |  |
| Operating lease right-of-use assets | 33,464 |  |
| Intangible assets | 720,000 |  |
| Accounts payable | (40,350) |  |
| Accrued expenses and other current liabilities | (104,939) |  |
| Contract liabilities | (59,858) |  |
| Other liabilities | (10,730) |  |
| Deferred tax liabilities | (88,235) |  |
| Lease liabilities | (39,908) |  |
| Total identifiable net assets acquired | $ | $883,787 |
| Goodwill | $ | $785,172 |

During the six months ended June 30, 2026, the Company recorded fair value adjustments during the measurement period primarily related to estimate at completion updates for circumstances that existed as of the acquisition date of August 4, 2025. These measurement period adjustments included updates to contract assets and contract liabilities due to changes in cost estimates associated with ongoing projects acquired on the acquisition date as well as a corresponding adjustment to deferred tax liabilities, resulting in a net impact to goodwill of $19.6 million as of June 30, 2026. The Company also recorded other measurement period adjustments that were not individually material resulting in a net impact to goodwill of $2.1 million as of June 30, 2026. See “Note 7. Goodwill” for further details.

As part of the purchase price allocation, the Company determined the identifiable intangible assets included customer relationships, customer backlog, trade name, and developed technology. Management used the multi-period excess earnings method to estimate the fair value of the customer relationships, which utilized the following significant assumptions and inputs: revenue growth rates, EBITDA margins, attrition rates, probability of renewal, contributory asset charges, income tax rates, depreciation and discount rates.

The following table summarizes the fair value of the identifiable intangible assets acquired on August 4, 2025:

| Line item | Total | Total |
| --- | --- | --- |
| Customer relationships | $ | $590,000 |
| Customer backlog | 88,000 |  |
| Trade name | 39,000 |  |
| Developed technology | 3,000 |  |
| Total intangible assets | $ | $720,000 |

The weighted useful lives over which the intangible assets will be amortized are estimated as follows: 15 years for customer relationships, 2 years for customer backlog, 10 years for the trade name, and 3 years for developed technology.

In connection with the NV5 Acquisition, the Company incurred transaction costs of $24.7 million, which were expensed and included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations.

#### Pro Forma Consolidated Financial Information

The following pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 2025 as if the NV5 Acquisition and related financing had occurred as of January 1, 2024, after giving effect to certain purchase accounting and financing adjustments. These amounts are based on financial information of the NV5 business and are not necessarily indicative of what the Company’s operating results would have been had the NV5 Acquisition and related financing taken place on January 1, 2024.

_June 30, 2025_

| Line item | Three Months Ended | Six Months Ended |
| --- | --- | --- |
| Net revenue | $565,910 | $1,034,170 |
| Net loss | $(6,650) | $(49,759) |

Pro forma financial information is presented as if the operations of NV5 had been included in the consolidated results of the Company since January 1, 2024, and gives effect to transactions that are directly attributable to the NV5 Acquisition and related financing. Adjustments, net of related tax impacts, include: additional depreciation and amortization expense related to the fair value of acquired property and equipment and intangible assets as if such assets were acquired on January 1, 2024; movement of transaction costs between reporting periods; interest expense under the Company’s Term Loans (defined in “Note 11. Long-Term Debt”) as if the amount borrowed to partially finance the purchase price was borrowed on January 1, 2024.

#### Other 2025 Acquisition Activity

During the year ended December 31, 2025, the Company completed seven other business combinations, which were not significant to the consolidated financial statements, either individually or in the aggregate. Total aggregate consideration was $45.8 million. The Company recorded a total $17.6 million of goodwill related to these acquisitions, of which $9.8 million was assigned to the Inspection & Mitigation reportable segment, $1.9 million was assigned to the Consulting & Engineering reportable segment, and $5.9 million was assigned to the Geospatial reportable segment. The final determination of the fair values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The measurement period adjustments were not material.

### NOTE 3. STOCKHOLDERS’ EQUITY

The Company has authorized shares consisting of two classes: 500,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share, of which 1,000,000 shares are designated as “Series A Preferred Stock” (the “Series A Preferred Stock”). As of June 30, 2026, the Company had 218,987,253 shares of common stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding.

#### Series A Preferred Stock

The Company has 1,000,000 shares of Series A Preferred Stock issued and outstanding as of June 30, 2026. Shares of the Series A Preferred Stock are not mandatorily redeemable and do not embody an unconditional obligation to settle in a variable number of equity shares and are not unconditionally redeemable or conditionally puttable by the holder for cash. As such, shares of Series A Preferred Stock are classified as permanent equity in the accompanying condensed consolidated balance sheets.

The holder of the Series A Preferred Stock is entitled to receive an annual dividend in the form of shares of common stock once the Average Price (as defined in our certificate of incorporation) of the common stock is at least $11.50 per share for any 10 consecutive trading days (the “Annual Dividend Amount”), with such condition having been satisfied during the year ended December 31, 2025.

The Annual Dividend Amount for the first Dividend Period (the year ended December 31, 2025) was equal to 20 percent of the increase in the volume-weighted average market price per share of the Company’s common stock for the last 10 trading days of the calendar year (the “Dividend Price”) over $10.00 per share multiplied by 121,476,215 shares. In subsequent years, the Annual Dividend Amount will be calculated based on the appreciated Dividend Price compared to the highest Dividend Price previously used in calculating the Annual Dividend Amount.

As of December 31, 2025, the Dividend Price was $10.28. The annual dividend was declared as of December 31, 2025, and the Company issued 668,347 shares of our common stock to the holder of the Series A Preferred Stock in January 2026.

Upon the liquidation of the Company, an Annual Dividend Amount shall be payable for the shortened Dividend Period and the holder of the Series A Preferred Stock shall have the right to a pro rata share (together with holders of the common stock) in the distribution of the surplus assets of the Company. In the event of a Change of Control, the holder of the Series A Preferred Stock will be entitled to receive, in the aggregate, a one-time dividend equal to the Change of Control Dividend Amount (as defined in our certificate of incorporation).

The holder of the Series A Preferred Stock will participate in any dividends on the common stock on an as converted basis. Specifically, if the Company pays a dividend on its common stock, the holder of the Series A Preferred Stock will also receive an amount equal to 20 percent of the dividend which would be distributable on 121,476,215 shares of common stock as of June 30, 2026. All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the common stock.

Shares of Series A Preferred Stock will be automatically converted into shares of common stock on a one-for-one basis on December 31, 2034 (the “Conversion”). At the option of the holder, each share of Series A Preferred Stock is convertible into one share of common stock until the Conversion. The holder of the Series A Preferred Stock is entitled to one vote per share on all matters submitted to a vote of stockholders of the Company, voting together with the holders of common stock as a single class.

The Company followed ASC 718, Compensation — Stock Compensation, to account for the issuance of the Series A Preferred Stock. See “Note 17. Share-Based Compensation” in the 2025 Annual Report for further discussion.

#### Warrants

Pre-Funded Warrant

On October 5, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investor named therein (the “Investor”), for the private placement (the “Private Placement”), of (i) 17,708,333 shares of the Company’s common stock, par value $0.0001 per share, at $12.00 per share and (ii) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 3,125,000 shares of common stock, at $11.9999 per share. The aggregate gross proceeds of the Private Placement were approximately $250.0 million, before deducting placement agent fees and other expenses. The Private Placement closed on October 7, 2025.

The Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, is immediately exercisable and will remain exercisable until exercised in full. The Pre-Funded Warrant is exercisable in cash or by means of a cashless exercise. The Investor may not exercise the Pre-Funded Warrant if the Investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise; provided, however, that a holder may increase or decrease such percentage by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99%.

The Pre-Funded Warrant was classified as a component of permanent stockholders’ equity within additional paid-in capital and was recorded at the issuance date using a relative fair value allocation method.

The Pre-Funded Warrant is equity classified because it (i) is a freestanding financial instrument that is legally detachable and separately exercisable from the equity instrument, (ii) is immediately exercisable, (iii) does not embody an obligation for the Company to repurchase its shares, (iv) permits the holders to receive a fixed number of shares of common stock upon exercise, (v) is indexed to the Company’s common stock and (vi) meets the equity classification criteria. The Company valued the Pre-Funded Warrant at issuance, concluding that its sales price approximated its fair value, and allocated net proceeds from the Private Placement proportionately to the Company's common stock and Pre-Funded Warrant.

Public Warrants

In May 2023, in connection with the Company’s initial IPO, the Company issued 54,975,000 Public Warrants to the purchasers of both common shares and Series A Preferred Stock (including 25,000 Warrants that were issued to the then independent non-founder directors in connection with their fees). Each Public Warrant is exercisable until July 30, 2027. The Public Warrants are exercisable in multiples of four-for-one share of common stock at an exercise price of $11.50 per whole share of common stock.

The Public Warrants are mandatorily redeemable by the Company at a price of $0.01 should the average market price per share of the common stock exceed $18.00 for 10 consecutive trading days (subject to any prior adjustment in accordance with the terms of the Public Warrants). The Public Warrants expire worthless on July 30, 2027, if not exercised or redeemed. The Public Warrants were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging, and ASC 480, Distinguishing Liabilities from Equity. During the three and six months ended June 30, 2026, no Public Warrants were exercised for shares of common stock. As of June 30, 2026, the Company had 14,952,860 Public Warrants outstanding for approximately 3,738,215 shares of common stock.

#### Share Repurchase Program

On March 10, 2026, the Company’s Board of Directors approved a share repurchase program of up to $200.0 million of the Company’s common stock through open market repurchases (including pursuant to Rule 10b-18 under the Securities Exchange Act of 1934) and/or in privately negotiated transactions, at management’s discretion and subject to market and business conditions, applicable legal requirements, and other factors. During the three months ended June 30, 2026, we repurchased 1,878,217 shares of our common stock under the program at an average price of $8.33 per share. As of June 30, 2026, approximately $184.4 million remained available for repurchase under the program. The Company’s share repurchase program does not obligate the Company to purchase any shares. Repurchased shares will be retired. The program has no expiration date and may be modified, suspended, or terminated at any time by the Board of Directors in its sole discretion.

### NOTE 4. EARNINGS PER SHARE

Net income is allocated between the Company’s common stock and other participating securities (excluding unvested restricted stock awards) based on their participation rights. The Series A Preferred Stock represents participating securities. As such, the Company uses the two-class method of computing earnings per share. Under this method, net income (or loss) is allocated between the holders of common stock and the holders of the Series A Preferred Stock based on their respective participation rights.

Given that holders of Series A Preferred Stock participate in net losses on a 1:1 basis with holders of common stock, the allocation of net losses under the two-class method is equivalent to the allocation of net losses that would result under the if-converted method. Consequently, for periods in which a net loss is reported, basic and diluted net loss per share attributable to common stockholders are the same because the assumed conversion, exercise, or vesting, as applicable, of the Series A Preferred Stock, restricted stock awards, restricted stock units, and all other potential common stock equivalents would be anti-dilutive.

The following table sets forth the computations of basic and diluted loss per share of common stock and Series A Preferred Stock using the two-class method and the if-converted method, respectively, for the three and six months ended June 30, 2026 and June 30, 2025.

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Basic shares: |  |  |  |  |
| Numerator: |  |  |  |  |
| Net loss | $(13,342) | $(233) | $(54,891) | $(26,026) |
| Undistributed loss allocated to Series A Preferred Stock | 61 | 2 | 252 | 212 |
| Net loss available to holders of common stock | $(13,281) | $(231) | $(54,639) | $(25,814) |
| Denominator: |  |  |  |  |
| Weighted average common stock outstanding – basic | 217,216,768 | 121,476,215 | 217,233,878 | 121,476,215 |
| Weighted average Series A Preferred Stock outstanding – basic | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
| Basic loss per common stock | $(0.06) | $(0.00) | $(0.25) | $(0.21) |
| Basic loss per Series A Preferred Stock | $(0.06) | $(0.00) | $(0.25) | $(0.21) |
| Dilutive shares: |  |  |  |  |
| Numerator: |  |  |  |  |
| Undistributed loss allocated to common stock | $(13,281) | $(231) | $(54,639) | $(25,814) |
| Undistributed loss allocated to Series A Preferred Stock | (61) | (2) | (252) | (212) |
| Total undistributed loss | $(13,342) | $(233) | $(54,891) | $(26,026) |
| Denominator: |  |  |  |  |
| Weighted average common stock outstanding – basic | 217,216,768 | 121,476,215 | 217,233,878 | 121,476,215 |
| Add: dilutive securities |  |  |  |  |
| Series A Preferred Stock | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
| Weighted average common stock outstanding – diluted | 218,216,768 | 122,476,215 | 218,233,878 | 122,476,215 |
| Weighted average Series A Preferred Stock outstanding – diluted | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
| Diluted loss per common stock | $(0.06) | $(0.00) | $(0.25) | $(0.21) |
| Diluted loss per Series A Preferred Stock | $(0.06) | $(0.00) | $(0.25) | $(0.21) |

For the three and six months ended June 30, 2026 and June 30, 2025, the Company excluded the following potentially dilutive shares from the computation of diluted loss per common stock as the impact would have been anti-dilutive:

| Potentially dilutive securities | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Stock options(1) | — | — | — | 2,914 |
| Warrants(1) | — | — | — | 106,451 |
| Restricted stock awards | 3,151,618 | — | 3,260,838 | — |
| Restricted stock units | 2,205,996 | 2,189,643 | 1,891,184 | 2,071,531 |
| Shares issuable pursuant to the Series A Preferred Stock dividend(2) | — | 1,577,944 | — | 788,972 |
| (1) For the three and six months ended June 30, 2026, and the three months ended June 30, 2025, the stock options and warrants were out of the money. |  |  |  |  |
| (2) See discussion of the Annual Dividend Amount in “Note 3. Stockholders’ Equity.” |  |  |  |  |

### NOTE 5. ACCOUNTS RECEIVABLE AND CONTRACT ASSETS

Accounts receivable and contract assets are recorded net of allowances for credit losses. Accounts receivable represent invoiced and accrued revenue while contract assets represent accrued revenue that has yet to be invoiced to the customer. The Company’s accounts receivable, contract assets and allowance for credit losses consisted of the following as of the below dates:

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Accounts receivables | $382,834 | $369,669 |
| Contract assets | 204,262 | 154,510 |
| Allowance for credit losses | (2,077) | (3,447) |
| Total accounts receivables and contract assets | $585,019 | $520,732 |

The Company records an allowance for credit losses for accounts receivable based on management’s expected credit losses. Management’s estimate of expected credit losses is based on its assessment of the business environment, customers’ financial condition, historical collection experience, accounts receivable aging and customer disputes.

Changes to the allowance for credit losses are adjusted through credit loss expense, which is included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations and comprehensive income (loss).

### NOTE 6. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

| Line item | Useful Life (Years) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- | --- |
| Land |  | $6,009 | $6,179 |
| Buildings and leasehold improvements | 25 | 25,966 | 25,364 |
| Computer, software, and office equipment | 3 – 5 | 28,248 | 23,279 |
| Machinery and equipment | 3 – 10 | 191,778 | 181,437 |
| Vehicles, aircrafts and vessels | 5 - 15 | 98,205 | 96,192 |
| Construction in progress |  | 13,827 | 11,238 |
| Total property and equipment |  | 364,033 | 343,689 |
| Accumulated depreciation |  | (122,916) | (88,064) |
| Property and equipment, net |  | $241,117 | $255,625 |

Total depreciation expense for property and equipment was recognized as follows for the following periods:

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Cost of revenue | $19,191 | $16,219 | $38,034 | $31,581 |
| Selling, general and administrative expenses | 4,047 | 96 | 7,131 | 331 |
| Total depreciation expense | $23,238 | $16,315 | $45,165 | $31,912 |

### NOTE 7. GOODWILL

The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2026 were as follows:

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | $895,533 | $516,873 | $237,189 | 1,649,595 |
| Acquisitions | 1,609 | 4,847 | — | 6,456 |
| Measurement period adjustments(1) | 102 | 7,786 | 15,676 | 23,564 |
| Currency adjustments | (18,095) | — | — | (18,095) |
| Balance at June 30, 2026 | $879,149 | $529,506 | $252,865 | $1,661,520 |

(1) Measurement period adjustments for the Inspection & Mitigation segment relate to an acquisition that was not considered significant during the six months ended June 30, 2026. With respect to the NV5 Acquisition, measurement period adjustments were $7.8 million for the Consulting & Engineering segment and $13.9 million for the Geospatial segment. The Company also recorded measurement period adjustments within the Consulting & Engineering and Geospatial segments related to other acquisitions that were not considered significant during the six months ended June 30, 2026.

### NOTE 8. INTANGIBLE ASSETS

The gross carrying amounts and accumulated amortization of intangible assets were as follows:

| Line item | Weighted Average Remaining Life (Years) | June 30, 2026 / Gross Carrying Amount | June 30, 2026 / Accumulated Amortization | June 30, 2026 / Net Carrying Amount | December 31, 2025 / Gross Carrying Amount | December 31, 2025 / Accumulated Amortization | December 31, 2025 / Net Carrying Amount |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Customer relationships | 13.0 | $1,276,464 | $(127,005) | $1,149,459 | $1,282,032 | $(82,609) | $1,199,423 |
| Customer backlog | 1.2 | 88,741 | (53,315) | 35,426 | 88,466 | (31,126) | 57,340 |
| Tradenames | 12.1 | 137,995 | (16,114) | 121,881 | 139,498 | (11,059) | 128,439 |
| Technology | 2.7 | 7,949 | (2,814) | 5,135 | 8,019 | (1,839) | 6,180 |
|  |  | $1,511,149 | $(199,248) | $1,311,901 | $1,518,015 | $(126,633) | $1,391,382 |

Amortization expense recognized on intangible assets was $37.2 million and $13.2 million for the three months ended June 30, 2026 and 2025, respectively, and $74.1 million and $26.2 million for the six months ended June 30, 2026 and 2025, respectively.

### NOTE 9. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued Expenses and Other Current Liabilities

The Company’s accrued expenses and other current liabilities consisted of the following as of the below dates:

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Accrued salaries, wages and related employee benefits | $78,794 | $58,655 |
| Accrued operating expenses | 67,269 | 63,426 |
| Accrued taxes payable | 12,639 | 10,873 |
| Current portion of contingent consideration | 4,788 | 8,608 |
| Other accrued expenses | 11,196 | 10,064 |
| Total accrued expenses and other current liabilities | $174,686 | $151,626 |

#### Contingent Consideration

Contingent consideration arrangements, which are tied to the future performance of the acquired business, are included as part of the purchase price of acquired companies on their respective acquisition dates. The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. Changes in the estimated fair value of contingent consideration payments are included in “Selling, general and administrative expenses” in the consolidated statements of operations. As of June 30, 2026, the Company had $7.3 million of contingent consideration recorded on the condensed consolidated balance sheet, including $4.8 million reflected as current. As of December 31, 2025, the Company had $13.6 million of contingent consideration recorded on the consolidated balance sheet, including $8.6 million reflected as current. Fair value re-measurements were immaterial during the three and six months ended June 30, 2026.

### NOTE 10. FAIR VALUE MEASUREMENTS

The Company performs fair value measurements by determining the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three-level hierarchy that prioritizes the inputs used to measure fair value. The three levels of the hierarchy are defined as follows:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement dates for identical, unrestricted assets or liabilities.

Level 2 — Quoted prices for markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

If the inputs used to measure the financial assets and liabilities fall within the different levels described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying values of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values because of their short maturity. The fair values of the Company’s revolving line of credit facilities and long-term debt approximate their carrying value as they are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The fair values of the Company’s finance lease obligations approximate their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt.

The Company reviews and re-assesses the estimated fair value of contingent consideration liabilities on a quarterly basis and the updated fair value could differ from the initial estimates. The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The Company generally uses an option-based model or a probability-weighted approach to determine the fair value of earn-outs based on key inputs requiring significant judgments and estimates to be made by the Company, including projections of future earnings over the earn-out period. Significant increases or decreases to these inputs could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate as of the acquisition date and amount paid will be recorded in earnings.

The fair value of interest rate swap agreements are measured using observable market-based inputs, including interest-rate yield curves, forward interest rates, discount factors and interest-rate volatility. This fair value measurement is based on inputs that are observable either directly or indirectly and thus represents a Level 2 measurement within the fair value hierarchy. Refer to “Note 12. Financial Instruments” for further details on the accounting treatment of swap agreements.

### NOTE 11. LONG-TERM DEBT

The Company’s long-term debt obligations consisted of the following:

| Line item | Maturity Date | June 30, 2026 | December 31, 2025 |
| --- | --- | --- | --- |
| Term Loans | July 30, 2031 | $1,631,804 | $1,635,935 |
| Revolving credit facility | July 30, 2029 | — | — |
| Promissory notes |  | 14,764 | 15,273 |
| Less: Unamortized deferred financing costs |  | (33,824) | (38,011) |
| Total debt, net |  | 1,612,744 | 1,613,197 |
| Less: |  |  |  |
| Current portion of Term Loans |  | (16,318) | (16,525) |
| Current portion of promissory notes |  | (6,811) | (8,986) |
| Long-term debt, net of current portion |  | $1,589,615 | $1,587,686 |

#### 2024 Credit Agreement

The Company is party to a credit agreement by and among Acuren Delaware Holdco, Inc. (f/k/a AAL Delaware Holdco, Inc.), a wholly-owned subsidiary of the Company, as the initial borrower, Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), a wholly-owned subsidiary of the Company, as a borrower, and any other subsidiaries of the Company from time to time party thereto as borrowers, (collectively, the “Borrowers”), the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent (the “Administrative Agent”, and such agreement the “Credit Agreement”). The Credit Agreement provides for a $775.0 million seven-year senior secured term loan (the “2024 Term Loan”) under the senior secured term loan facility (the “Term Loan Facility”) and a $75.0 million five-year senior Revolving Credit Facility, of which up to $20.0 million can be used for the issuance of letters of credit (together with the Term Loan Facility, the “Credit Facility”).

The Credit Facility contains certain customary negative operating covenants (certain of which are not applicable depending on net leverage ratios), customary restrictive covenants and other customary provisions relating to events of default, including non-payment of principal, interest or fees, breach of covenants, misrepresentations, insolvency proceedings, cross default to other indebtedness of the Borrowers and its subsidiaries in excess of $40.0 million or judgments from creditors of such amount, change of control, and certain events relating to Employee Retirement Income Security Act plans.

Solely with respect to the Revolving Credit Facility, the Credit Facility contains a financial covenant for the First Lien Net Leverage Ratio to be tested as of the last day of any such fiscal quarter only in the event that the total outstanding (excluding undrawn Letters of Credit) is greater than 35% of the total Revolving Credit Commitment, in which case the First Lien Net Leverage Ratio may exceed 5.85 to 1.00. As of June 30, 2026, the Company was in compliance with the covenants under the Credit Facility.

Obligations under the Credit Agreement are guaranteed on a senior secured basis, jointly and severally, by the Company and substantially all of its U.S. and Canadian subsidiaries. Amounts borrowed under the Credit Facility are secured on a first priority basis by a perfected security interest in substantially all of the present and future property (subject to certain exceptions) of the Borrower and each guarantor.

#### Repricing of Term Loan

On January 31, 2025, the Company entered into the First Amendment to the Credit Agreement, pursuant to which the interest rate margins for the Term Loan decreased from 3.50% to 2.75% for the secured overnight financing rate (“SOFR”), adjusted for statutory reserves, and from 2.50% to 1.75% for the base rate. All other material terms of the Credit Agreement, including the aggregate principal amount, repayment terms, and interest rate applicable on the revolving credit facility available under the Credit Agreement (the “Revolving Credit Facility”) remained the same. The Company evaluated the change of terms under ASC 470-50, Debt Modifications and Extinguishments, and concluded the change in terms did not result in significant and consequential changes to the economic substance of the debt and thus resulted in a modification of the debt and not an extinguishment of the debt. As such, the financing costs of $1.2 million were reflected as additional debt issuance costs and are amortized to interest expense over the term of the Term Loan.

#### Second Amendment to Credit Agreement

On August 4, 2025, in connection with the NV5 Acquisition, the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment amended the Credit Agreement to: (i) include new term loans in an aggregate principal amount of $875.0 million (the “2025 Term Loans,” and together with the 2024 Term Loans, the “Term Loans”), and (ii) increase the aggregate amount of the Revolving Credit Facility from $75.0 million to $125.0 million. Principal payments on the Term Loans, commenced on September 30, 2025 and will be made in quarterly installments on the last day of each fiscal quarter in an amount equal to $4.1 million, subject to adjustments in accordance with the Credit Agreement. Accordingly, as of June 30, 2026, the Company has reflected $16.3 million of principal payments as current in the condensed consolidated balance sheet.

#### Third Amendment to Credit Agreement

On June 2, 2026, the Company entered into the Third Amendment to the Credit Agreement (the “Third Amendment”). The Third Amendment amended the Credit Agreement to: (i) reduce the interest rate margins for the Term Loans by 25 basis points from 2.75% to 2.50% for the Term SOFR and from 1.75% to 1.50% for the base rate, and (ii) increase the amount of the Revolving Credit Facility which can be used for the issuance of letters of credit from $20.0 million to $50.0 million.

The Company evaluated the Third Amendment under ASC 470-50, Debt Modifications and Extinguishments, and concluded that the transaction was accounted for as a modification with respect to lenders that exchanged their existing Term Loans for Third Amendment Term Loans. For lenders whose existing Term Loans were prepaid in full at par, the Company accounted for the transaction as an extinguishment and recognized a loss on extinguishment of debt of $0.8 million during the three and six months ended June 30, 2026, representing the write-off of unamortized debt issuance costs, which is included in other income, net in the condensed consolidated statements of operations. Third-party costs incurred in connection with the modification of $1.2 million were expensed as incurred.

As of June 30, 2026, the Company had $1.6 billion of principal outstanding under the Term Loans. The interest rate applicable to the Term Loans is, at the Company’s option, either: (1) SOFR plus an applicable margin equal to 2.50% or (2) a base rate plus an applicable margin equal to 1.50%. For the three and six months ended June 30, 2026, the Company recorded $1.7 million and $3.4 million of amortization expense related to debt issuance costs incurred in connection with the Term Loans. The Term Loans will mature on July 30, 2031.

The Company uses an interest rate swap to manage the variability in interest payments on $800.0 million of its Term Loans. See “Note 12. Financial Instruments”, for additional information regarding the interest rate swap and related cash flow hedge.

#### Fourth Amendment to Credit Agreement

On July 23, 2026, the Company entered into the Fourth Amendment to Credit Agreement, by and among the Borrowers, the other Loan Parties party thereto, the Revolving Credit Lenders party thereto, the L/C Issuers party thereto and the Administrative Agent (the “Fourth Amendment”).

The Fourth Amendment amended the Credit Agreement to reduce the Applicable Rate with respect to Revolving Credit Loans and Letter of Credit Fees. As amended, Revolving Credit Loans bear interest, at the Borrowers’ election, at either Term SOFR plus 2.50% per annum or the Base Rate plus 1.50% per annum, and Letter of Credit Fees bear interest at a rate of 2.50% per annum.

All other material terms of the Credit Agreement, as amended, remained unchanged.

#### Revolving Credit Facility

As of June 30, 2026, the interest rate applicable to borrowings under the Revolving Credit Facility is, at the Company’s option, either: (1) SOFR, adjusted for statutory reserves, plus an applicable margin equal to 3.50% or (2) a base rate plus an applicable margin equal to 2.50%. The unused portion of the Revolving Credit Facility is subject to a commitment fee of 0.375% or 0.50% based on the Company’s first lien net leverage ratio. For the three and six months ended June 30, 2026, the amortization expense related to debt issuance costs incurred in connection with the Revolving Credit Facility was immaterial. As of June 30, 2026 and December 31, 2025, the Company had no amounts outstanding under its Revolving Credit Facility.

#### Letters of Credit and Surety Bonds

As of June 30, 2026, the Company had $13.9 million in stand-by letters of credit issued (as a component of the Revolving Credit Facility), but did not withdraw any amount against the letters of credit. Additionally, the Company had $73.6 million in surety bonds outstanding, which are not a component of the Revolving Credit Facility.

#### Promissory Notes

The Company has outstanding uncollateralized promissory notes due to sellers issued in connection with prior acquisitions completed by NV5 prior to the NV5 Acquisition. These promissory notes represent deferred purchase price and are not tied to the performance of the acquired business. As of June 30, 2026, the short-term and long-term outstanding balances of these promissory notes totaled $6.8 million and $8.0 million, respectively. As of June 30, 2026, the Company’s weighted average interest rate on promissory notes was 1.1%.

### NOTE 12. FINANCIAL INSTRUMENTS

Derivatives and Hedging Activity

The Company is exposed to variability in interest payments on its variable-rate Term Loans and from time to time may use derivative financial instruments to manage its exposure to changes in interest rates. The Company does not enter into derivative instruments for speculative purposes.

In May 2026, the Company entered into a pay-fixed, receive-variable interest rate swap with a notional amount of $800.0 million. The swap is designated as a cash flow hedge of the variability in interest payments on a corresponding portion of the Company’s variable-rate Term Loans attributable to changes in one-month Term SOFR. Under the terms of the swap, the Company pays a fixed interest rate of 3.91% and receives one-month Term SOFR, subject to a zero-percent floor. The swap matures in July 2031, consistent with the maturity date of the Term Loans.

Derivatives are recognized as either assets or liabilities and measured at fair value. For a derivative designated and qualifying as a cash flow hedge, changes in fair value are recorded in accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the same period in which the hedged transaction affects earnings. Amounts reclassified from accumulated other comprehensive income (loss) and net settlements under the interest rate swap are recognized in “Interest expense, net” in the condensed consolidated statements of operations and comprehensive income (loss).

#### Fair Value of Derivative Instrument

The following table presents the notional amount, fair value and balance-sheet presentation of the Company’s derivative instrument designated as a cash flow hedge:

| Line item | Balance Sheet Classification | Notional Amount | Derivative Asset / June 30, 2026 | Derivative Liability / June 30, 2026 |
| --- | --- | --- | --- | --- |
| Interest rate swap | Other non-current liabilities | $800,000 | — | $1,168 |

The interest rate swap is measured using observable market-based inputs, including interest-rate yield curves, forward interest rates, discount factors and interest-rate volatility. Accordingly, the derivative is classified as a Level 2 fair value measurement. See “Note 10. Fair Value Measurements”, for additional information.

#### Effect of Cash Flow Hedge

The following table presents the pre-tax effect of the Company’s derivative designated as a cash flow hedge on other comprehensive income (loss) and earnings:

| Line item | Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 |
| --- | --- | --- |
| Loss recognized in other comprehensive income (loss) | $1,168 | $1,168 |
| Loss (gain) reclassified from accumulated other comprehensive income (loss) into interest expense | — | — |

Monthly settlements under the interest rate swap are recognized as a component of interest expense during the period in which the related interest payments affect earnings. The settlements made before June 30, 2026 were excluded from the interest rate swap’s period-end fair value and were not previously recognized in accumulated other comprehensive income (loss). Accordingly, no amounts were reclassified from accumulated other comprehensive income (loss) into earnings during the three or six months ended June 30, 2026.

As of June 30, 2026, the Company expects to reclassify a net gain of approximately $0.4 million from accumulated other comprehensive income (loss) into interest expense during the next 12 months.

### NOTE 13. INCOME TAXES

Income taxes are accounted for under the asset and liability method as required by ASC 740, Income Taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured at the enacted income tax rates expected to apply in the taxable year that the asset or liability is expected to be recovered or settled.

The Company recorded an income tax benefit of $3.2 million and $19.7 million for the three and six months ended June 30, 2026, respectively. The effective tax rate, inclusive of discrete items, was 19.5% and 26.4% for the three and six months ended June 30, 2026, which was driven by a combination of permanent non-deductible expenses, state and foreign taxes, and research and development tax credits.

The Company recorded an income tax expense of $3.9 million and $5.4 million for the three and six months ended June 30, 2025, respectively. The effective tax rate, inclusive of discrete items, was 106.3% and (26.0)% for the three and six months ended June 30, 2025, which is driven by a combination of permanent non-deductible expenses, state and foreign taxes, research and development tax credits, and the valuation allowance recorded as of June 30, 2025.

The Company evaluated and considered all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for its deferred tax assets was needed. The deferred tax assets are composed primarily of net operating loss carryforwards and 163(j) interest limitation carryforwards. The Company primarily relies on reversing taxable temporary differences to support the realization of its deferred tax assets. Based on available evidence and limitations on interest deductions under the tax law, the Company previously had a valuation allowance of $11.1 million as of June 30, 2025, primarily against the interest expense carryforward. However, the deferred tax liability recorded in connection with the NV5 Acquisition provided a source of future taxable income which supports the realizability of the interest expense carryforward asset and therefore the valuation allowance was reversed during the three months ended September 30, 2025. The deferred tax liability continues to support the realizability of the interest expense carryforward asset and no valuation allowance has been recorded during the six months ended June 30, 2026.

### NOTE 14. STOCK-BASED COMPENSATION

Restricted Stock Units

Awards of Restricted Stock Units (“RSUs”) are independent of stock option grants and are generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are recognized as they occur. The Company’s RSU’s consist of three types: time-based units, market-based units and performance-based units, that are settled in shares of the Company’s common stock upon vesting.

The time-based awards issued to the Company’s employees vest either (i) in equal installments over a three-year service period from the grant date or (ii) cliff vest at the end of a one to three-year service period from the grant date. The time-based RSUs issued to the Company’s directors vest at the end of the anniversary date of their grant date. The market-based RSUs issued to the Company’s employees generally vest upon the later of the (i) first anniversary of the grant date and (ii) the calendar day following the 10 consecutive trading day period during which the VWAP of the Company’s common stock reaches $20.00 per share, which must be achieved before the fifth anniversary of the grant date. The performance-based RSUs issued to the Company’s employees vest based on the attainment of performance-based targets as outlined in the award grant notice over a three-year performance period.

The grant-date fair values of the time-based units and the performance-based units were determined based on the fair value of the underlying common stock on the grant date. The grant-date fair value of the market-based units was determined using a Monte Carlo simulation method which takes into consideration different stock price paths.

Below is a summary of RSU activity for the six months ended June 30, 2026:

| Line item | Time Vesting Units / Number of Units | Time Vesting Units / Weighted Average Grant Date Fair Value | Market Vesting Units / Number of Units | Market Vesting Units / Weighted Average Grant Date Fair Value | Performance Vesting / Number of Units | Performance Vesting / Weighted Average Grant Date Fair Value |
| --- | --- | --- | --- | --- | --- | --- |
| Unvested as of December 31, 2025 | 944,202 | $9.76 | 555,000 | $5.35 | 984,321 | $9.38 |
| Granted | 4,570,907 | 7.47 | 11,696 | 4.13 | 2,402,933 | 7.60 |
| Forfeited | (260,156) | 8.17 | (57,500) | 5.35 | (276,675) | 8.55 |
| Units Vested | (150,833) | 9.58 | — | — | — | — |
| Unvested as of June 30, 2026 | 5,104,120 | $7.80 | 509,196 | $5.32 | 3,110,579 | $8.09 |

Share-based compensation expense is recorded in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and comprehensive income (loss). Share-based compensation expense for the Company’s RSUs during the three months ended June 30, 2026 was $6.0 million, consisting of $4.3 million for time-based RSU’s, $0.2 million for market-based RSUs, and $1.5 million for performance-based RSU’s. Share-based compensation expense includes $0.5 million of expense related to the Company’s liability-classified awards during three months ended June 30, 2026. Share-based compensation expense for the Company’s RSUs during the three months ended June 30, 2025 was $1.9 million, consisting of $0.9 million for time-based RSU’s, $0.3 million for market-based RSU’s, and $0.7 million for performance-based RSU’s.

Share-based compensation expense for the Company’s RSUs during the six months ended June 30, 2026 was $13.7 million, consisting of $10.9 million for time-based RSU’s, $0.4 million for market-based RSUs, and $2.4 million for performance-based RSU’s. Share-based compensation expense includes $4.7 million of expense related to the Company’s liability-classified awards during the six months ended June 30, 2026. The total estimated amount of the liability-classified awards is approximately $9.0 million as of June 30, 2026. Share-based compensation expense during the six months ended June 30, 2025, was $3.0 million, consisting of $1.7 million for time-based RSU’s, $0.6 million for market-based RSUs, and $0.7 million for performance-based RSU’s.

As of June 30, 2026, the total unrecognized compensation expense for time-based RSUs was $35.9 million, which is expected to be recognized over a weighted average period of approximately 2.1 years. As of June 30, 2026, the total unrecognized compensation expense for market-based RSUs was $0.8 million, which is expected to be recognized over a weighted average period of approximately 0.8 year. As of June 30, 2026, the total unrecognized compensation expense for performance-based RSUs was $19.9 million, which is expected to be recognized over a weighted average period of approximately 2.5 years.

Restricted Stock Awards

NV5 historically granted Restricted Stock Awards (“RSAs”) to its employees. The RSAs generally provided for service-based cliff vesting two to four years following the grant date. In connection with the NV5 Acquisition, all outstanding unvested RSAs otherwise not accelerated upon the NV5 Closing Date were converted into RSAs of the Company with substantially similar terms and conditions of the previously existing awards, including future service requirements. The RSAs were replaced based on an exchange ratio of 2.0387, which was calculated in the same manner as the exchange ratio that was applicable to the NV5 common stock outstanding on the NV5 Closing Date and that received merger consideration on the NV5 Closing Date.

The following summarizes the activity of restricted stock awards during the six months ended June 30, 2026:

| Line item | Number of Unvested Restricted Stock Awards | Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Unvested as of December 31, 2025 | 6,958,429 | $10.50 |
| Granted | — | — |
| Forfeited | (310,032) | 10.50 |
| Vested | (1,448,075) | 10.50 |
| Unvested as of June 30, 2026 | 5,200,322 | $10.50 |

Share-based compensation expense relating to RSAs during the three and six months ended June 30, 2026 was $4.8 million and $9.9 million respectively. As of June 30, 2026, the total unrecognized share-based compensation expense for RSAs was $24.2 million, which is expected to be recognized over a weighted average period of approximately 1.4 years. The aggregate intrinsic value of RSAs vested during the six months ended June 30, 2026 was $12.3 million.

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (“ESPP”) allows qualified employees to purchase designated shares of the Company’s common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. The Company issued 285,025 shares of common stock pursuant to the ESPP during the three and six months ended June 30, 2026. Share-based compensation expense for the Company’s ESPP during the three and six months ended June 30, 2026 was not material.

### NOTE 15. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is involved in matters that involve various claims which have arisen in the normal course of business. The Company does not believe any liabilities that may arise as a result of such claims will have a material adverse effect, individually or in the aggregate, on its business, results of operations, cash flows or financial condition.

### NOTE 16. SEGMENT REPORTING

The Company reports segment information in accordance with ASC 280, Segment Reporting. The Company’s Chief Executive Officer is the Company’s chief operating decision-maker (“CODM”). The Company is organized into three reportable segments as follows:

- Inspection & Mitigation, which includes the Company’s legacy testing, inspection, certification and compliance services in the United States, Canada, and United Kingdom;
- Consulting & Engineering, which includes the Company’s engineering, civil program management, utility services, conformity assessment, clean energy consulting, data center commissioning and consulting, buildings and program management, MEP & technology design, and environmental health science services; and
- Geospatial, which includes the Company’s geospatial solution services.

The Company’s reportable segments are strategic business units that offer different products and services. The accounting policies of the reportable segments are the same as those described under “Note 1. Basis of Presentation and Significant Accounting Policies.” The CODM evaluates the performance of these reportable segments based on their respective gross profit. The CODM considers budget-to-actual and forecast-to-actual variances on a monthly basis when making decisions about allocating resources. The CODM does not regularly review capital expenditures by segment.

The following tables set forth certain financial information for each of the Company’s reportable segments for the periods indicated:

_Three Months Ended June 30, 2026_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Corporate and Eliminations | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue | $296,696 | $206,636 | $81,015 | — | $584,347 |
| Cost of revenue | $229,447 | $109,029 | $41,713 | — | $380,189 |
| Gross profit | $67,249 | $97,607 | $39,302 | — | $204,158 |
| Depreciation and amortization | $16,866 | $2,211 | $3,321 | $38,026 | $60,424 |
| Total assets | $1,998,135 | $1,171,873 | $642,940 | $479,573 | $4,292,521 |
| Property and equipment, net | $157,030 | $11,019 | $46,898 | $26,170 | $241,117 |

_Three Months Ended June 30, 2025_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Corporate and Eliminations | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue | $313,925 | — | — | — | $313,925 |
| Cost of revenue | $239,824 | — | — | — | $239,824 |
| Gross profit | $74,101 | — | — | — | $74,101 |
| Depreciation and amortization | $16,315 | — | — | $13,222 | $29,537 |
| Total assets | $2,073,644 | — | — | $168,714 | $2,242,358 |
| Property and equipment, net | $185,675 | — | — | — | $185,675 |

_Six Months Ended June 30, 2026_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Corporate and Eliminations | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue | $531,522 | $394,012 | $146,842 | — | $1,072,376 |
| Cost of revenue | $423,513 | $207,233 | $76,171 | — | $706,917 |
| Gross profit | $108,009 | $186,779 | $70,671 | — | $365,459 |
| Depreciation and amortization | $33,589 | $3,897 | $6,034 | $75,783 | $119,303 |
| Total assets | $1,998,135 | $1,171,873 | $642,940 | $479,573 | $4,292,521 |
| Property and equipment, net | $157,030 | $11,019 | $46,898 | $26,170 | $241,117 |

_Six Months Ended June 30, 2025_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Corporate and Eliminations | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue | $548,140 | — | — | — | $548,140 |
| Cost of revenue | $430,370 | — | — | — | $430,370 |
| Gross profit | $117,770 | — | — | — | $117,770 |
| Depreciation and amortization | $31,912 | — | — | $26,224 | $58,136 |
| Total assets | $2,073,644 | — | — | $168,714 | $2,242,358 |
| Property and equipment, net | $185,675 | — | — | — | $185,675 |

The Company disaggregates its revenues from contracts with customers by geographic location, customer type, and contract type for each of its reportable segments. The Company believes this best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by economic factors.

Revenues, classified by the major geographic areas in which the Company's customers are located, were as follows:

_Three Months Ended June 30, 2026_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| United States | $154,421 | $173,151 | $76,985 | $404,557 |
| Canada | 139,552 | — | 492 | 140,044 |
| Other foreign | 2,723 | 33,485 | 3,538 | 39,746 |
| Total segment revenues | $296,696 | $206,636 | $81,015 | $584,347 |

_Three Months Ended June 30, 2025_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| United States | $161,308 | — | — | $161,308 |
| Canada | 149,954 | — | — | 149,954 |
| Other foreign | 2,663 | — | — | 2,663 |
| Total segment revenues | $313,925 | — | — | $313,925 |

_Six Months Ended June 30, 2026_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| United States | $288,464 | $329,471 | $139,367 | $757,302 |
| Canada | 237,565 | — | 720 | 238,285 |
| Other foreign | 5,493 | 64,541 | 6,755 | 76,789 |
| Total segment revenues | $531,522 | $394,012 | $146,842 | $1,072,376 |

_Six Months Ended June 30, 2025_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| United States | $306,629 | — | — | $306,629 |
| Canada | 236,482 | — | — | 236,482 |
| Other foreign | 5,029 | — | — | 5,029 |
| Total segment revenues | $548,140 | — | — | $548,140 |

Revenues by customer were as follows:

_Three Months Ended June 30, 2026_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| Public and quasi-public sector | $11,123 | $98,177 | $66,726 | $176,026 |
| Private sector | 285,573 | 108,459 | 14,289 | 408,321 |
| Total segment revenues | $296,696 | $206,636 | $81,015 | $584,347 |

_Three Months Ended June 30, 2025_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| Public and quasi-public sector | $10,537 | — | — | $10,537 |
| Private sector | 303,388 | — | — | 303,388 |
| Total segment revenues | $313,925 | — | — | $313,925 |

_Six Months Ended June 30, 2026_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| Public and quasi-public sector | $17,999 | $187,682 | $122,120 | $327,801 |
| Private sector | 513,523 | 206,330 | 24,722 | 744,575 |
| Total segment revenues | $531,522 | $394,012 | $146,842 | $1,072,376 |

_Six Months Ended June 30, 2025_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| Public and quasi-public sector | $16,440 | — | — | $16,440 |
| Private sector | 531,700 | — | — | 531,700 |
| Total segment revenues | $548,140 | — | — | $548,140 |

Revenues by contract type were as follows:

_Three Months Ended June 30, 2026_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| Cost-reimbursable contracts | $281,572 | $179,009 | $79,204 | $539,785 |
| Fixed-unit price contracts | 15,124 | 27,627 | 1,811 | 44,562 |
| Total segment revenues | $296,696 | $206,636 | $81,015 | $584,347 |

_Three Months Ended June 30, 2025_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| Cost-reimbursable contracts | $300,777 | — | — | $300,777 |
| Fixed-unit price contracts | 13,148 | — | — | 13,148 |
| Total segment revenues | $313,925 | — | — | $313,925 |

_Six Months Ended June 30, 2026_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| Cost-reimbursable contracts | $506,097 | $349,355 | $143,448 | $998,900 |
| Fixed-unit price contracts | 25,425 | 44,657 | 3,394 | 73,476 |
| Total segment revenues | $531,522 | $394,012 | $146,842 | $1,072,376 |

_Six Months Ended June 30, 2025_

| Line item | Inspection & Mitigation | Consulting & Engineering | Geospatial | Total |
| --- | --- | --- | --- | --- |
| Cost-reimbursable contracts | $521,549 | — | — | $521,549 |
| Fixed-unit price contracts | 26,591 | — | — | 26,591 |
| Total segment revenues | $548,140 | — | — | $548,140 |

### NOTE 17. RELATED PARTIES

On July 30, 2024, the Company entered into a Consulting Services Agreement with Mariposa Capital, LLC, an entity owned by the Co-Chairman of the Company’s board of directors. Under this agreement, Mariposa Capital, LLC agreed to provide certain services, including corporate development and consulting services, consulting services with respect to mergers and acquisitions, investor relations services, strategic planning consulting services, capital expenditure allocation consulting services, strategic treasury consulting services and such other services relating to the Company as may from time to time be mutually agreed. In connection with these services, Mariposa Capital, LLC is entitled to receive an annual fee equal to $2.0 million, payable in quarterly installments.

The agreement renews automatically for successive one-year terms unless either party notifies the other party in writing of its intention not to renew this agreement no later than 90 days prior to the expiration of the term. During each of the three months ended June 30, 2026 and June 30, 2025, the Company paid $0.5 million of consulting fees under this contract. During each of the six months ended June 30, 2026 and June 30, 2025, the Company paid $1.0 million of consulting fees under this contract.

No dividends on the Series A Preferred Stock have been declared during the six months ended June 30, 2026.

### NOTE 18. SUBSEQUENT EVENTS

Refer to the discussion of the Fourth Amendment to the Credit Agreement in “Note 11. Long-Term Debt.”

## Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the results of operations of: (i) TIC Solutions, Inc. and its subsidiaries (collectively, the “Company,” “we,” “our,” “us,” or “TIC Solutions”) (formerly Acuren Corporation) for the three and six months ended June 30, 2026, compared to the results of operations for the three and six months ended June 30, 2025. This discussion should be read in conjunction with the information contained in the unaudited TIC Solutions, Inc. condensed consolidated financial statements and the notes related thereto included elsewhere in this Quarterly Report and the audited financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K. The tables below are presented in thousands except for percentages and share and per share amounts.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report contains “forward-looking statements”. These forward-looking statements are based on beliefs and assumptions as of the date such statements are made. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “expect,” “anticipate,” “project,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “potential,” “target,” “would,” and similar expressions, although not all forward-looking statements contain these identifying terms. These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements concerning our expectations regarding, as of the date such statements are made: (i) economic, industry and market conditions, including as a result of inflation, and trade and geopolitical conflicts, (ii) the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity, (iii) the cost of compliance with laws and regulations, (iv) the impact of legal claims and related contingencies, (v) estimates and liabilities regarding accounting and tax matters, and (vi) the Company’s acquisitions, including the NV5 Acquisition and the goodwill, synergies and benefits of such acquisition.

These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including, among others, (i) economic conditions affecting the industries we serve, including the construction industry and the energy sector, as well as general economic conditions; (ii) adverse developments in the credit markets that could adversely affect funding of construction projects; (iii) the ability and willingness of customers to invest in infrastructure projects; (iv) a decline in demand for our services or for the products and services of our customers; (v) the fact that our 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; (vi) our ability to successfully acquire other businesses, successfully integrate acquired businesses into our operations and manage the risks and potential liabilities associated with those acquisitions; (vii) our ability to compete successfully in the industries and markets we serve; (viii) our ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for arrangements with fixed price terms; (ix) increases in the cost, or reductions in the supply, of the materials we use in our business and for which we bear the risk of such increases; (x) the inherently dangerous nature of the services we provide and the risks of potential liability; (xi) the seasonality of our business and the impact of weather conditions; (xii) our ability to remediate any material weaknesses; (xiii) the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and regulations; (xiv) our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness; (xv) a prolonged government shutdown, and (xvi) our compliance with certain financial maintenance covenants in the documents governing our indebtedness and the effect on our liquidity of any failure to comply with such covenants.

Please see the section entitled “Risk Factors” located in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A of this Quarterly Report for a further discussion of these and other risks and uncertainties which could affect our future results. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are legally required to disclose certain matters in our SEC filings or otherwise.

Overview

We are a leading provider of tech-enabled asset integrity, engineering and consulting, and geospatial services. We provide mission-critical services across the full lifecycle of industrial assets, buildings, and public infrastructure, from planning and construction through operations and ongoing maintenance. Our services are often non-discretionary and are driven by regulatory and compliance requirements, customer risk-management policies, maintenance needs, and the need to support the safety, reliability, and useful life of critical assets and infrastructure.

We operate primarily in North America and serve a diversified base of clients across our principal end markets: oil and gas, industrials, buildings, power and utilities, infrastructure, natural resources, and aerospace and defense. Within these markets, we support oil sands, refining, midstream, and upstream operations; manufacturing, fabrication, chemical, and metal-processing facilities; commercial, data center, institutional, and residential buildings; power generation, gas transmission and distribution, and electricity infrastructure; geospatial and environmental services; highways and roads, transportation, water, and parks and recreation; and federal, state, regional, and municipal customers across public-sector applications.

On October 10, 2025, we changed our name from Acuren Corporation to TIC Solutions, Inc.

Recent Developments and Certain Factors and Trends Affecting Results of Operations

Summary of Acquisitions

The Company completed four immaterial acquisitions during the periods presented which were not significant to our results of operations.

Economic, Industry and Market Factors

We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and other international jurisdictions and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures during 2025 and into 2026. Although we look to mitigate the impact of these pressures with a combination of cost management and price initiatives, there can be no guarantee that these initiatives will be successful. There has been no material effect on our business from the Russian-Ukrainian or the Middle Eastern conflicts, although these conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.

The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024, and other aspects effective January 1, 2025. The U.S. and other countries continue to discuss how Pillar 2 will apply to U.S. companies. We are continuing to evaluate and monitor the impact of Pillar 2 and the evolving legislative landscape. To date, Pillar 2 has not had a material impact on our effective tax rate or condensed consolidated financial statements.

Description of Key Financial Statement Line Items

Revenue

Revenue is recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration we expect to receive in exchange for those goods or services. Our performance obligations are satisfied as work progresses or at a point in time. Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. For our cost-reimbursable contracts, revenue is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs. Revenue from services transferred to customers at a point in time is recognized when control of the promised deliverable transfers to the customer, which is generally upon completion, delivery, or customer acceptance of reports or analyses.

Cost of revenue

Cost of revenue consists primarily of direct labor, sub-consultant services, and other direct costs. Other direct costs include materials and costs, such as supplies, tools, facility costs, and depreciation of equipment related to our services as well as travel, per diem, and lodging costs. Labor costs are recognized as labor hours are incurred in delivering services.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of certain indirect costs of providing our services, employee compensation, information systems and technology costs, share-based compensation, depreciation, amortization of intangibles, and facility related expenses.

Results of Operations

The comparability of our operating results for the three and six months ended June 30, 2026 and June 30, 2025 was impacted by the NV5 Acquisition, which closed on August 4, 2025. In the discussion of our results of operations for these periods, we may quantitatively disclose the impacts of the NV5 Acquisition to the extent they remain ascertainable.

The following table summarizes our results of operations for the periods indicated:

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue | $584,347 | $313,925 | $1,072,376 | $548,140 |
| Cost of revenue | 380,189 | 239,824 | 706,917 | 430,370 |
| Gross profit | 204,158 | 74,101 | 365,459 | 117,770 |
| Selling, general and administrative expenses | 193,316 | 55,751 | 383,680 | 108,860 |
| Income (loss) from operations | 10,842 | 18,350 | (18,221) | 8,910 |
| Interest expense, net | 28,365 | 15,451 | 57,386 | 31,458 |
| Other income, net | (946) | (777) | (1,023) | (1,896) |
| Income (loss) before income tax benefit (expense) | (16,577) | 3,676 | (74,584) | (20,652) |
| Income tax provision (benefit) | (3,235) | 3,909 | (19,693) | 5,374 |
| Net loss | $(13,342) | $(233) | $(54,891) | $(26,026) |

Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025

Revenues

Revenues were $584.3 million for the three months ended June 30, 2026, an increase of $270.4 million, or 86%, compared to $313.9 million during the three months ended June 30, 2025. The increase in revenues was primarily driven by incremental revenues of $287.7 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting revenues, see “Operating Segment Results” below.

Cost of revenues

Cost of revenues were $380.2 million for the three months ended June 30, 2026, an increase of $140.4 million, or 59%, compared to $239.8 million during the three months ended June 30, 2025. The increase was primarily driven by $150.7 million of incremental cost of revenues resulting from the NV5 Acquisition. For additional information regarding the factors affecting cost of revenues, see “Operating Segment Results” below.

Gross profit

The following table presents gross profit and gross profit margin, defined as gross profit as a percentage of revenue, for the three months ended June 30, 2026 and June 30, 2025:

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Revenue | $584,347 | $313,925 |
| Gross profit | $204,158 | $74,101 |
| Gross profit margin | 35% | 24% |

Gross profit was $204.2 million for the three months ended June 30, 2026, an increase of $130.1 million, or 176%, compared to $74.1 million during the three months ended June 30, 2025. Gross profit margin was 35% for the three months ended June 30, 2026 compared to 24% during the three months ended June 30, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $136.9 million of gross profit and 48% gross profit margin. NV5’s consulting & engineering and geospatial services have higher gross profit than the TIC Solutions legacy services. For additional information regarding the factors affecting gross profit, see “Operating Segment Results” below.

Selling, general and administrative expenses

The following table presents selling, general and administrative expenses (“SG&A expenses”) and SG&A expenses as a percentage of revenue for the three months ended June 30, 2026 and June 30, 2025:

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| SG&A expenses | $193,316 | $55,751 |
| SG&A expenses as a percentage of revenue (%) | 33% | 18% |

SG&A expenses were $193.3 million for the three months ended June 30, 2026, an increase of $137.6 million, or 247%, compared to $55.8 million during the three months ended June 30, 2025. The increase in SG&A expense was primarily driven by incremental expenses of $94.7 million resulting from the NV5 Acquisition, increases in amortization expense of $23.0 million resulting from the NV5 acquisition, and increases in share-based compensation expense and acquisition-related transaction and integration expenses.

Depreciation and amortization expense

Total depreciation expense for property and equipment and amortization expense for intangibles were recognized as follows:

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Depreciation expense included in cost of revenue | $19,191 | $16,219 |
| Depreciation and amortization expense in SG&A expenses | 41,233 | 13,318 |
| Total depreciation and amortization expense | $60,424 | $29,537 |

The increase in depreciation and amortization expense of $30.9 million, or 105%, was primarily driven by incremental amortization expense of $23.0 million and depreciation expense of $6.4 million resulting from the NV5 Acquisition.

Interest expense, net

Interest expense, net was $28.4 million for the three months ended June 30, 2026, an increase of $12.9 million, or 84%, compared to $15.5 million during the three months ended June 30, 2025. The increase in interest expense was primarily driven by an increase in our indebtedness as a result of the NV5 Acquisition.

Income taxes

The Company recorded an income tax benefit of $3.2 million for the three months ended June 30, 2026 compared to an income tax expense of $3.9 million during the three months ended June 30, 2025. The income tax benefit for the three months ended June 30, 2026 was primarily driven by the loss recognized in the period and the reversal of an uncertain tax liability from a prior acquisition. See “Note 13. Income Taxes” for further discussion.

Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025

Revenues

Revenues were $1.1 billion for the six months ended June 30, 2026, an increase of $524.2 million, or 96%, compared to $548.1 million during the six months ended June 30, 2025. The increase in revenues was primarily driven by incremental revenues of $540.9 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting revenue, see “Operating Segment Results” below.

Cost of revenues

Cost of revenues were $706.9 million for the six months ended June 30, 2026, an increase of $276.5 million, or 64%, compared to $430.4 million during the six months ended June 30, 2025. The increase was primarily driven by incremental cost of revenues of $283.4 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting cost of revenues, see “Operating Segment Results” below.

Gross profit

The following table presents gross profit and gross profit margin, defined as gross profit as a percentage of revenue, for the six months ended June 30, 2026 and June 30, 2025:

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Revenue | $1,072,376 | $548,140 |
| Gross profit | $365,459 | $117,770 |
| Gross profit margin | 34% | 21% |

Gross profit was $365.5 million for the six months ended June 30, 2026, an increase of $247.7 million, or 210%, compared to $117.8 million during the six months ended June 30, 2025. Gross profit margin was 34% for the six months ended June 30, 2026 compared to 21% during the six months ended June 30, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $257.5 million of gross profit and 48% gross profit margin. For additional information regarding the factors affecting gross profit, see “Operating Segment Results” below.

Selling, general and administrative expenses

The following table presents selling, general and administrative expenses (“SG&A expenses”) and SG&A expenses as a percentage of revenue for the six months ended June 30, 2026 and June 30, 2025:

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| SG&A expenses | $383,680 | $108,860 |
| SG&A expenses as a percentage of revenue (%) | 36% | 20% |

SG&A expenses were $383.7 million for the six months ended June 30, 2026, an increase of $274.8 million, or 252%, compared to $108.9 million during the six months ended June 30, 2025. The increase in SG&A expense was primarily driven by incremental expenses of $190.0 million resulting from the NV5 Acquisition, increases in amortization expense of $46.0 million resulting from the NV5 acquisition, and increases in share-based compensation expense and acquisition-related transaction and integration expenses.

Depreciation and amortization expense

Total depreciation expense for property and equipment and amortization expense for intangibles were recognized as follows:

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Depreciation expense included in cost of revenue | $38,034 | $31,581 |
| Depreciation and amortization expense in SG&A expenses | 81,269 | 26,555 |
| Total depreciation and amortization expense | $119,303 | $58,136 |

The increase in depreciation and amortization expense of $61.2 million, or 105%, was primarily driven by incremental amortization expense of $46.0 million and depreciation expense of $11.6 million resulting from the NV5 Acquisition.

Interest expense, net

Interest expense, net was $57.4 million for the six months ended June 30, 2026, an increase of $25.9 million, or 82%, compared to $31.5 million during the six months ended June 30, 2025. The increase in interest expense was primarily driven by an increase in our indebtedness as a result of the NV5 Acquisition.

Income taxes

The Company recorded an income tax benefit of $19.7 million for the six months ended June 30, 2026 compared to an income tax expense of $5.4 million during the six months ended June 30, 2025. The income tax benefit for the six months ended June 30, 2026 was primarily driven by the loss recognized in the period and the reversal of an uncertain tax liability from a prior acquisition. See “Note 13. Income Taxes” for further discussion.

Operating Segment Results

The following tables set forth summarized financial information about our reportable segments for the periods indicated.

Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025

Revenue

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Inspection & Mitigation | $296,696 | $313,925 |
| Consulting & Engineering | 206,636 | — |
| Geospatial | 81,015 | — |
| Total | $584,347 | $313,925 |

Cost of revenue

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Inspection & Mitigation | $229,447 | $239,824 |
| Consulting & Engineering | 109,029 | — |
| Geospatial | 41,713 | — |
| Total | $380,189 | $239,824 |

Gross profit

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Inspection & Mitigation | $67,249 | $74,101 |
| Consulting & Engineering | 97,607 | — |
| Geospatial | 39,302 | — |
| Total | $204,158 | $74,101 |

### Inspection & Mitigation

Inspection & Mitigation revenues were $296.7 million for the three months ended June 30, 2026, a decrease of $17.2 million, or 5.5%, compared to $313.9 million during the three months ended June 30, 2025. The decrease primarily reflects lower outage activity resulting from shifts in customer schedules and the impact of customer site losses in 2025, partially offset by increased callout work.

Segment gross profit was $67.2 million for the three months ended June 30, 2026, a decrease of $6.9 million, or 9.2%, compared to $74.1 million during the three months ended June 30, 2025. The decrease was primarily driven by lower volumes of higher-margin outage activity and an associated shift in revenue mix toward run-and-maintain and callout activity relative to the prior-year period.

Consulting & Engineering

Consulting & Engineering revenues were $206.6 million for the three months ended June 30, 2026 due to the NV5 Acquisition. During the period, the Consulting & Engineering segment experienced growth primarily attributable to data center, buildings, and infrastructure activity, with data centers growth concentrated in APAC and the United States. Segment gross profit was $97.6 million for the three months ended June 30, 2026.

Geospatial

Geospatial revenues were $81.0 million for the three months ended June 30, 2026 due to the NV5 Acquisition. During the period, the Geospatial segment experienced growth primarily attributable to work for power and utilities clients and federal agencies. Segment gross profit was $39.3 million for the three months ended June 30, 2026.

Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025

Revenue

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Inspection & Mitigation | $531,522 | $548,140 |
| Consulting & Engineering | 394,012 | — |
| Geospatial | 146,842 | — |
| Total | $1,072,376 | $548,140 |

Cost of revenue

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Inspection & Mitigation | $423,513 | $430,370 |
| Consulting & Engineering | 207,233 | — |
| Geospatial | 76,171 | — |
| Total | $706,917 | $430,370 |

Gross profit

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Inspection & Mitigation | $108,009 | $117,770 |
| Consulting & Engineering | 186,779 | — |
| Geospatial | 70,671 | — |
| Total | $365,459 | $117,770 |

### Inspection & Mitigation

Inspection & Mitigation revenues were $531.5 million for the six months ended June 30, 2026, a decrease of $16.6 million, or 3%, compared to $548.1 million during the six months ended June 30, 2025. The decrease primarily reflects lower outage activity resulting from shifts in customer schedules, the impact of customer site losses in 2025, and lower capital project activity, partially offset by increased callout work.

Segment gross profit was $108.0 million for the six months ended June 30, 2026, a decrease of $9.8 million, or 8%, compared to $117.8 million during the six months ended June 30, 2025. The decrease was primarily driven by lower volumes of higher-margin outage and capital project activity and an associated shift in revenue mix toward run-and-maintain and callout activity relative to the prior-year period.

Consulting & Engineering

Consulting & Engineering revenues were $394.0 million for the six months ended June 30, 2026 due to the NV5 Acquisition. During the period, the Consulting & Engineering segment experienced growth primarily attributable to data center, buildings, and infrastructure activity, with data centers growth concentrated in APAC and the United States. Segment gross profit was $186.8 million for the six months ended June 30, 2026.

Geospatial

Geospatial revenues were $146.8 million for the six months ended June 30, 2026 due to the NV5 Acquisition. During the period, the Geospatial segment experienced growth primarily attributable to work for state and regional governments and work for power and utilities clients. Segment gross profit was $70.7 million for the six months ended June 30, 2026.

Liquidity and Capital Resources

Overview

Overall, we believe that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under the revolving credit facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants over the next 12 months and for the foreseeable future. Our uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expenditures to support our growth, repay debt maturities as they become due, and complete integration activities. Our principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, as well as to execute and integrate strategic acquisitions. In addition, we will use available cash, borrowing capacity, and cash flows from operations to fund our operating leases, finance leases, debt repayments, and various other obligations as they arise.

Financing

As of June 30, 2026, we had $1.6 billion of indebtedness outstanding under the Term Loans. We also have a $125.0 million five-year senior secured Revolving Credit Facility, of which up to $50.0 million can be used for the issuance of letters of credit. As of June 30, 2026, no amounts were outstanding under the Revolving Credit Facility. For discussion of the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment to our Credit Agreement, see “Note 11. Long-Term Debt” of the notes to our unaudited condensed consolidated financial statements.

For discussion of the covenants contained in the Credit Agreement governing our Revolving Credit Facility, see “Note 11. Long-Term Debt” of the notes to our unaudited condensed consolidated financial statements. As of June 30, 2026, we were in compliance with these covenants.

Cash Flows

The following table summarizes net cash flows with respect to our operating, investing and financing activities for the periods indicated:

| Cash flows provided by (used in): | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Operating activities | $158 | $26,305 |
| Investing activities | (33,380) | (28,407) |
| Financing activities | (40,815) | (10,308) |
| Effect of exchange rate on cash | (3,079) | 3,332 |
| Net change in cash and cash equivalents | $(77,116) | $(9,078) |

Operating activities

Net cash provided by operating activities for the six months ended June 30, 2026 was $0.2 million, a decrease of $26.1 million compared to cash provided by operating activities of $26.3 million during the six months ended June 30, 2025. The decrease was a result of changes in our working capital, partially offset by increases in our net income adjusted for noncash items primarily driven by increased revenues. The changes in our working capital that contributed to decreased cash flows from operations were primarily a result of increases in accounts receivable of $36.7 million and increases in contract assets of $32.5 million due to timing of project billing cycles, partially offset by increases in accrued expenses and other current liabilities of $20.0 million.

Investing activities

For the six months ended June 30, 2026, net cash used in investing activities was $33.4 million, an increase of $5.0 million compared to net cash used in investing activities of $28.4 million during six months ended June 30, 2025. The increase in cash used in investing activities was primarily a result of increased purchases of property and equipment of $12.9 million, partially offset by decreased cash paid for acquisitions of $6.3 million.

Financing activities

For the six months ended June 30, 2026, net cash used in financing activities was $40.8 million, an increase of $30.5 million compared to net cash used in financing activities of $10.3 million during the six months ended June 30, 2025. The increase in cash used in financing activities was primarily a result of an increase in payments on finance lease obligations and other long-term debt of $13.0 million and an increase in payments related to repurchases of common stock of $15.7 million.

Effect of exchange rate changes

For the six months ended June 30, 2026 and June 30, 2025, the effect of foreign exchange rate changes on cash was $(3.1) million and $3.3 million, respectively. The impact of exchange rates on cash and cash equivalents is primarily attributable to fluctuations in the U.S. Dollar exchange rate against the Canadian Dollar.

Off-Balance Sheet Arrangements

During the six months ended June 30, 2026 and June 30, 2025, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recently Issued Accounting Pronouncements

See “Note 1. Basis of Presentation and Significant Accounting Policies” of the notes to our unaudited condensed consolidated financial statements for disclosures regarding recently issued accounting pronouncements and the critical accounting policies related to our business.

Critical Accounting Estimates

There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the 2025 Annual Report, except for the changes discussed in Note 1. Basis of Presentation and Significant Accounting Policies of the Notes to the Consolidated Financial Statements.

## ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We manage our exposure to interest rate risk through the proportion of fixed-rate and variable-rate debt in our debt portfolio. To reduce our exposure to changes in interest rates on our variable-rate borrowings, we may enter into interest rate swap agreements that synthetically convert a portion of our variable-rate debt to fixed-rate debt. As of June 30, 2026, we had one interest rate swap agreement with a notional amount of $800.0 million. Under the agreement, which matures on July 30, 2031, we pay a fixed rate of 3.91% and receive one-month Term SOFR, subject to a zero-percent floor.

As of June 30, 2026, we had $1.6 billion of outstanding variable-rate term-loan borrowings under our Credit Agreement. After giving effect to the interest rate swap agreement, $800.0 million of these borrowings was effectively subject to a fixed benchmark interest rate and $831.8 million remained subject to variable interest rates. Based on our outstanding borrowings as of June 30, 2026, a hypothetical, instantaneous and unfavorable increase of 100 basis points in applicable interest rates would have resulted in an approximate $8.3 million annualized negative impact on our earnings before income taxes as well as cash flows.

## ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management maintains and assesses the effectiveness of our disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These disclosure controls and procedures provide reasonable assurance that the information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. These disclosure controls and procedures are also designed to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms.

Based on this assessment, our CEO and CFO concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses previously disclosed in our 2025 Annual Report.

Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As indicated above, we identified material weaknesses in our internal control over financial reporting as:

- We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. This material weakness contributed to the following additional material weaknesses.
- We did not design and maintain effective controls related to the period-end financial reporting process, including designing and maintaining formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures; further, we did not design and maintain effective controls over the preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties.

These material weaknesses resulted in the misstatement of our income tax provision (benefit) and deferred tax liabilities and related financial statement disclosures which resulted in the restatement of our financial statements for the predecessor period January 1 through July 29, 2024. These material weaknesses also resulted in immaterial audit adjustments to our previously issued annual and interim consolidated financial statements in the following financial statement line items: accounts receivable; prepaid expenses and other current assets; accounts payable; accrued expenses and other current liabilities; deferred tax liabilities; current portion of lease obligations; non-current lease obligations; revenue; cost of revenue; selling, general and administrative expenses; and interest expense. Additionally, these material weaknesses could result in a misstatement of all of the Company’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

- We did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain:
  - User access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel;
  - Program change management controls to ensure that information technology program and data changes are identified, tested, authorized, and implemented appropriately;
- Computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and
  - Program development controls to ensure that new software development is tested, authorized and implemented appropriately.

These IT deficiencies did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.

Management’s Plans to Remediate the Material Weaknesses

Management is in the process of developing a remediation plan for the material weaknesses that have been identified. The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. The Company is implementing enhancements to its internal controls to remediate the identified material weaknesses in its internal control over financial reporting. We are committed to maintaining an effective control environment and will continue to monitor the effectiveness of these efforts, adjusting as necessary.

Specifically, the Company has:

- Engaged a third-party advisor to support the design and implementation of internal control over financial reporting in accordance with the Sarbanes-Oxley Act (“SOX”);
- Hired skilled professionals with a strong background in developing and improving control environments to strengthen the finance organization;
- Delivered targeted training across the Company on SOX requirements, internal control over financial reporting, segregation of duties and other critical control environment topics;
- Completed a financial statement risk assessment and documented business processes and internal controls deemed critical to financial reporting;
- Developed and begun implementing enhanced policies and procedures for journal entries, account reconciliations, and other core accounting processes;
- Began assessing the design and operating effectiveness of internal control over financial reporting;
- Initiated remediation of segregation of duties conflicts and improvements to user access protocols; and
- Implemented monitoring controls over key information systems and applications relevant to financial reporting.

In addition, the Company plans to continue hiring qualified accounting, finance and IT personnel with the necessary skills and expertise to support ongoing remediation and sustain an effective control environment.

While these remediation efforts are expected to significantly improve our internal control over financial reporting, they require time to be fully implemented and validated. Additional controls may also be required over time as the Company evolves. The Company will not be able to conclude that the material weaknesses have been remediated until the new and enhanced controls have been in place for a sufficient period of time and have been tested for both design and operating effectiveness.

Changes in Internal Control Over Financial Reporting

Other than the changes described above, there have not been any changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of the filing of this report, we continue to implement the changes and remediation plans described above.

PART II – OTHER INFORMATION

## ITEM 1. LEGAL PROCEEDINGS

For information on legal proceedings, see “Note 15. Commitments and Contingencies” included in this Quarterly Report.

## ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties. There have been no material changes in our risk factors from those previously disclosed in Part 1, Item 1A, “Risk Factors” in our 2025 Annual Report on Form 10-K.

## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Issuer Purchases of Equity Securities

The following table sets forth information regarding purchases of the Company's common stock during the three months ended June 30, 2026:

| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs |
| --- | --- | --- | --- | --- |
| April 1, 2026 – April 30, 2026 | — | — | — | $200,000,000 |
| May 1, 2026 – May 31, 2026 | — | — | — | $200,000,000 |
| June 1, 2026 – June 30, 2026 | 2,210,354 | $8.34 | 1,878,217 | $184,353,442 |
| Total | 2,210,354 | $8.34 | 1,878,217 | $184,353,442 |

(1) Includes 332,137 shares repurchased to satisfy employee tax withholding obligations upon the vesting of restricted stock awards on June 28, 2026. These shares were not repurchased under the publicly announced repurchase program and did not reduce the amount available under that program.

(2) On March 10, 2026, the Company's Board of Directors authorized the repurchase of up to $200.0 million of the Company's common stock. The program has no expiration date and may be modified, suspended or terminated by the Board at any time. As of June 30, 2026, approximately $184.4 million remained available for repurchase under the program.

## ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

## ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

## ITEM 5. OTHER INFORMATION

(a) Change in Principal Accounting Officer

Effective August 3, 2026, the Company's Board of Directors appointed Leslie Warren, Vice President and Chief Accounting Officer, as the Company's principal accounting officer. Kristin Schultes, Chief Financial Officer, who previously served as the Company’s principal accounting officer, will relinquish that designation and continue to serve as the Company’s Chief Financial Officer and principal financial officer. This change reflects the alignment of the Company’s finance leadership responsibilities and does not involve the departure of any officer from the Company.

Ms. Warren, 38, joined TIC Solutions in June 2025. Prior to joining the Company, Ms. Warren was a Director at PricewaterhouseCoopers LLP within the Capital Markets and Accounting Advisory Services practice, working with public and private companies primarily in the energy industry. Ms. Warren’s prior experience includes initial public offerings, mergers and acquisitions and technical accounting issues. Prior to that, Ms. Warren was the Manager of Financial Reporting at Black Stone Minerals L.P., a publicly-traded oil and gas minerals company. Ms. Warren started her career in public accounting at Deloitte, where she focused on attestation and Sarbanes-Oxley compliance. Ms. Warren earned her master of science and bachelor of accounting degrees from Texas A&M University and is a certified public accountant in Texas.

There is no arrangement or understanding between Ms. Warren and any other person pursuant to which Ms. Warren was appointed as principal accounting officer. There are no family relationships between Ms. Warren and any of the Company's directors or executive officers, and Ms. Warren is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

(b) 10b5-1 Trading Plans

During the three months ended June 30, 2026, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(d) of Regulation S-K.

## ITEM 6. EXHIBITS

| Exhibit No. | Description |
| --- | --- |
| 10.1*† | Executive Employment Agreement, dated May 7, 2026, by and between TIC Solutions, Inc. and Jennifer Phan |
| 10.2# | Third Amendment to Credit Agreement (with conformed Credit Agreement as Annex A), dated June 2, 2026, by and among Acuren Delaware Holdco, Inc., as the initial borrower, Acuren Holdings, Inc., as a borrower, TIC Solutions, Inc., as holdings, the other Loan Parties party thereto, the Refinancing Term Loan Lenders party thereto, the Revolving Credit Lenders party thereto, the L/C Issuers party thereto and Jefferies Finance LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2026). |
| 10.3* | Fourth Amendment to Credit Agreement, dated July 23, 2026, by and among Acuren Delaware Holdco, Inc., as the initial borrower, Acuren Holdings, Inc., as a borrower, TIC Solutions, Inc., as holdings, the other Loan Parties party thereto, the Revolving Credit Lenders party thereto, the L/C Issuers party thereto and Jefferies Finance LLC, as administrative agent. |
| 31.1* | Certification by Benjamin 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. |
| 31.2* | 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. |
| 32.1** | Certification by Benjamin Heraud, 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. |
| 101.INS* | Inline XBRL Instance Document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |

*Filed herewith.

**Furnished herewith

†Management contract or compensatory plan or arrangement

#Certain schedules to these agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any schedule omitted from the agreements to the SEC upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.

TIC Solutions, Inc.

August 6, 2026 /s/ Benjamin Heraud

Benjamin Heraud

Chief Executive Officer and Director

(Duly Authorized Officer)

August 6, 2026 /s/ Kristin Schultes

Kristin Schultes

Chief Financial Officer

(Principal Financial Officer)

August 6, 2026 /s/ Leslie Warren

Leslie Warren

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

---

## EX-10.1

SEC source: [exhibit101jenniferphanempl.htm](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/exhibit101jenniferphanempl.htm)

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 7th day of May 2026 (the “Effective Date”) by and between TIC Solutions, Inc. (“Company”) and Jennifer Phan (“Executive”).

WHEREAS, the Company desires to employ the Executive as its Chief Legal Officer and Secretary and Executive desires to accept such employment under the terms and conditions hereof.

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the Company and Executive each hereby agree as follows:

ARTICLE I DEFINITIONS

1.1 Definitions. As used herein, the following terms shall have the following meanings.

(a) “Benefit Continuation” means the continued participation for Executive and her eligible dependents in the Company Group’s medical and dental benefit plans, via an effective election by Executive under COBRA.

(b) “Benefit Plans” means all medical and dental benefit plans of the Company Group and any group life insurance, group accident insurance and group disability insurance plans of the Company Group, in each case, as may be in effect from time to time.

(c) “Board” means the board of directors of the Company.

(d) “Business” means providing nondestructive testing and examination, inspection, rope access, materials and consulting engineering, geospatial services, maintenance, repair, industrial, and similar services; manufacturing products relating to any of the foregoing services; marketing, selling, and distributing such products and services; and any other primary business or operation in which any member of the Company Group is engaged or service in which any member of the Company Group performs.

(e) “Cause” means any of the following:

(i) the willful and continuous failure by Executive to substantially perform Executive’s duties with the Company or any member of the Company Group (other than any such failure resulting from Executive’s incapacity due to physical or mental illness) within thirty (30) days after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties,

(ii) misconduct or gross negligence by Executive provided (A) the Board has reasonably determined that the resulting harm to the Company Group from Executive’s misconduct or gross negligence cannot be adequately remedied, or (B) Executive fails to correct any resulting harm to the Company Group within thirty (30) days after a written demand for correction is delivered to

Executive by the Board which specifically identifies both the manner in which the Board believes that Executive has engaged in misconduct or gross negligence and an appropriate method of correcting any resulting harm to the Company Group,

(iii) Executive’s conviction of or the entering of a plea of guilty or nolo contendere to the commission of a felony,

(iv) fraud, embezzlement, or theft, against the Company Group, or a willful material violation by Executive of a policy or procedure of the Company Group, resulting, in any case, in economic harm to the Company Group, or

(v) a breach of Executive’s representations or warranties contained in

Section 3.1.

(f) “COBRA” means the continuation coverage requirements for “group health

plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, including codifications and rules thereunder and successor provisions and rules thereto.

(g) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated by the Treasury Department and the Internal Revenue Service thereunder.

(h) “Competitive Products or Services” means any services or products competitive with any product or service sold, offered for sale, or under development by the Company Group as of the date of Executive’s termination of employment.

(i) “Company Group” means the Company, together with any direct or indirect subsidiary of the Company, as well as any business, corporation, partnership, limited liability company or other entity designated by the Board and in which the Company or its subsidiary holds a controlling ownership interest, directly or indirectly.

(j) “Confidential Information” as used in Sections 2.5, 2.6 and 2.7 of this Agreement, means all confidential and proprietary information, data, documents, records, materials, and other trade secrets and/or other proprietary business information of the Company Group that is not readily available to competitors, outside third parties and/or the public, including without limitation,

(i) data, designs, plans, notes, memoranda, work sheets, formulas, processes, patents, pricing, production methods and techniques, financial information and information about current or prospective customers and/or suppliers and customer and supplier lists; (ii) employees, research, goodwill, production, prices, costs, margins, and operating unit financial performance, salaries and expertise, customer preferences, contact information, key contacts, credit and purchasing history, and purchasing requirements and preferences; (iii) business methods, processes, practices or procedures; (iv) computer software and technology development; and (v) marketing, pricing strategies, business plans, and business strategy, including acquisition, merger and/or divestiture strategies.

(k) “Customer” means any individual or entity that is a customer of the Company Group with whom Executive dealt, for whom Executive had direct supervisory, sales, or service responsibility, for whom Executive has knowledge is a customer of the Company Group, or about whom Executive received or had access to Confidential Information as a result of Executive’s employment and in the case of the employment having ended, at any time during the last twelve months of Executive’s employment with the Company.

(l) “Disability” means Executive’s inability, or failure, to perform the essential functions of her position, with or without reasonable accommodation, for any period of six (6) months or more in any twelve (12) month period, by reason of any medically determinable physical or mental impairment.

(m) “Equity Plan” means that certain Company 2024 Equity Incentive Plan, as may be amended from time to time, or any subsequent equity plan adopted by the Company in which the Executive participates.

(n) “Good Reason” means the occurrence of one or more of the following conditions without the written consent of Executive:

(i) a material diminution in Executive’s authority, duties, or

responsibilities;

(ii) any action or inaction that constitutes a material breach by the

Company of this Agreement; or

(iii) a material diminution in the Executive’s Base Salary, Annual Bonus or Equity Plan award opportunity.

In order for a termination of employment to be on account of “Good Reason,” Executive must provide the Company with a written notice within ninety (90) days of the initial existence of a condition constituting Good Reason, must afford the Company thirty (30) days in which to remedy the condition, and if no such cure has been effectuated, must terminate employment within six (6) months of the initial existence of the identified condition constituting Good Reason.

(o) “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

(p) “Potential Customer” means a potential customer of the Company Group whom Executive solicited or helped the Company Group solicit or about whom Executive learned Confidential Information as a result of Executive’s employment and in the case of the employment having ended, at any time during the last twelve months of Executive’s employment with the Company.

(q) “PPACA” means the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder.

(r) “Restricted Employee” means any individual who Executive knows is an employee or officer of the Company Group at the time of contact or solicitation and with whom Executive had direct contact as a result of employment with the Company Group or whose identity Executive learned as a result of employment with the Company Group.

(s) “Termination Date” means the date on which the Employment Period ends

hereunder.

ARTICLE II EMPLOYMENT

2.1 Employment. The Company agrees to employ Executive and Executive hereby accepts such employment with the Company, upon the terms and conditions set forth in this

Agreement, for an indeterminate term as an employee at will subject to the supervision, will and pleasure of the Board with an expected start date of June 15, 2026 until such termination occurs in accordance with Section 2.4 hereof (the “Employment Period”).

2.2 Position and Duties.

(a) During the Employment Period, Executive shall serve as the Chief Legal Officer and Secretary of the Company, and such other title and position of the Company’s subsidiaries as may be assigned to her from time to time. As Chief Legal Officer and Secretary, Executive’s duties shall be as may be prescribed by the Company’s constituent documents and as may be assigned by the Chief Executive Officer of the Company (the “CEO”) from time to time, commensurate with Executive’s positions. Executive shall report to the CEO and to the Board. Executive agrees to serve in any additional director, officer, or manager positions with the Company or any of its subsidiaries for no additional consideration upon the request of the Company.

(b) Executive shall devote her best efforts and her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Group. The Executive shall perform her duties and responsibilities to the best of her abilities in a diligent, trustworthy, businesslike and efficient manner. In the performance of her duties hereunder, Executive shall at all times report and be subject to the lawful direction of the Board and perform her duties hereunder subject to and in accordance with the resolutions or any other determinations of the Board and the governing documents of the Company (and if applicable, member of the Company Group) and applicable law. During the Employment Period, except external board positions to which the Company has consented and only to the extent they do not conflict with or affect Executive’s ability to perform under this agreement, Executive shall not become an employee of any Person or entity other than any member of the Company Group nor engage in any other business or occupation including, without limitation, any activity that (i) conflicts with the interests of the Company Group, (ii) interferes with the proper and efficient performance of her duties for the Company Group, or

(iii) interferes with the exercise of her judgment in the best interests of the Company Group.

2.3 Base Salary, Bonus, Long Term Incentives and Benefits.

(a) Base Salary. Subject to the terms of this Agreement, in consideration of Executive’s agreements contained herein, for each fiscal year of the Company during the Employment Period, Executive shall receive a Base Salary at an annual rate of Five Hundred Thousand Dollars and No Cents ($500,000.00) (“Base Salary”), with such Base Salary payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. Executive’s Base Salary in subsequent fiscal years may be subject to adjustment pursuant to Section 2.3(g) hereof and any increase in such amount shall become the Base Salary under this Section 2.3(a).

(b) Bonus Plan. During the Employment Period, Executive shall be eligible to receive an annual bonus (an “Annual Bonus”) under the Company’s annual incentive compensation plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board within its sole discretion (the “Bonus Plan”). For the fiscal year commencing January 1, 2026 (“Fiscal 2026”), and each fiscal year thereafter, Executive shall have a target bonus opportunity equal to at least 75% of her current Base Salary (the “Target Bonus Amount”), subject to performance criteria to be established by the Compensation Committee of the Board within the first three (3) months of each fiscal year. For Fiscal 2026: (i) the performance target is budgeted EBITDA for the 2026 fiscal year (as may be adjusted from time to time

in the sole discretion of the Compensation Committee of the Board, the “EBITDA Target”) and (ii) Executive shall be entitled to receive (x) 50% of the Target Bonus Amount if the EBITDA Target is achieved at a minimum of 95%,

(y) 100% of the Target Bonus Amount if the EBITDA Target is achieved and (z) 150% of the Target Bonus Amount if the EBITDA Target is exceeded by 10%. The Target Bonus Amount will be calculated on a sliding scale between 50% and 100% or between 100% and 110% depending on proportionate achievement of the EBITDA Target. Payment of Annual Bonuses, if any, to Executive shall be made in the fiscal year immediately following the fiscal year to which the Annual Bonus relates, in the same form and manner and at the same time that other senior-level executives receive their annual incentive compensation awards. Notwithstanding anything to the contrary herein, the Executive must be employed on the date of payment of the Annual Bonus in order to be entitled to receive such Annual Bonus except in the event of termination of Executive without cause by Company or termination by Executive for Good Reason.

(c) Annual LTI Awards. During the Employment Period, Executive shall be eligible to participate in the Equity Plan and any other long term incentive plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board, within its sole discretion. So long as Executive continues to be employed with the Company as of the applicable grant dates, subject to annual approval by the Compensation Committee of the Board, Executive will be awarded long-term compensation awards under the Equity Plan and/or such other plans, programs or arrangements (each an “LTI Award”) of at least 120% of Executive’s Base Salary. The LTI Award shall be granted in the form of stock options, restricted stock units, performance shares or other forms of equity or long-term incentive as determined by the Compensation Committee of the Board and on terms to be specified by the Compensation Committee of the Board in its discretion. For Fiscal 2026, the Executive’s LTI Award shall be comprised of (i) $200,000 in time based restricted stock units (“RSUs”) which cliff vest on March 16, 2029, and (ii) $400,000 in performance-based restricted stock units (“PSUs”) which vest on or about March 16, 2029 if cumulative company EBITDA targets for 2026-2029 are met (collectively, the “2026 Grants”). The 2026 Grants shall be made as of the first day of the Executive’s employment with the Company based on the per share closing price of the common stock of the Company on that day and shall be governed by the terms and conditions set forth in individual award agreements to be entered into by and between the Company and the Executive.

(d) Additional LTI Awards. In addition to the 2026 Grants, the Executive shall be granted the following additional LTI Awards under the Equity Plan: (i) $650,000 in time based RSUs, which shall vest in three equal installments on the first, second and third anniversary dates from the anniversary of the grant date provided that the Executive continues to be employed with the Company through the applicable vesting date(s), and (ii) $100,000 in performance-based PSUs, which shall vest on the third anniversary of issuance (if at all) if the per share stock price achieves two times (2x) the grant date per share price at any time during a three year period and shall expire on the 5 year anniversary of the issuance (collectively, the “Additional Grants”). The Additional Grants shall be made as of the first day of the Executive’s employment with the Company based on the per share closing price of the common stock of the Company on that day and shall be governed by the terms and conditions set forth in individual award agreements to be entered into by and between the Company and the Executive.

(e) Benefits. During the Employment Period, Executive shall be entitled to participate in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel

and life insurance plans, and any and all other plans as are presently and hereinafter offered by the Company Group to all of its executive personnel, including savings, pension, profit-sharing and

deferred compensation plans, subject to the general eligibility and participation provisions set forth in such plans. Executive will participate in the Company’s Flexible Time Off program in accordance with the Company’s policies, as in effect from time to time.

(f) Office Location. During the Employment Period, Executive shall be based at the Company’s Houston corporate office, or such other location that may be mutually agreed between the parties and shall travel as necessary to perform her duties hereunder.

(g) Annual Review. Notwithstanding anything to the contrary in this Agreement, during the Employment Period, Executive’s Base Salary, Annual Bonus and long-term incentive opportunity shall be reviewed and set annually by the Compensation Committee of the Board, within its sole discretion.

2.4 Termination.

(a) General. The Employment Period shall terminate upon the earliest to occur of (i) Executive’s death, (ii) a termination by the Company by reason of Executive’s Disability, (iii) a termination by the Company with or without Cause, or (iv) a termination by Executive with or without Good Reason. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, Executive shall resign from any and all directorships, committee memberships or any other positions Executive holds with the Company Group.

(b) Termination for Cause or Voluntary Termination. If Executive is terminated by the Company for Cause or if the Executive voluntarily terminates her employment without Good Reason, the Executive shall be entitled only to her (i) accrued yet unpaid Base Salary through the Termination Date, payable as and when such accrued Base Salary would otherwise be payable and (ii) vested employee benefits in accordance with the terms of the applicable plan or program (collectively, the “Accrued Obligations”). Other than as specifically set forth in this Section 2.4(b), the Company shall have no further liability or obligation hereunder after the Termination Date.

(c) Termination Without Cause or for Good Reason.

(i) Except as set forth in Section 2.4(h) of this Agreement, if the Executive is involuntarily terminated by the Company without Cause or terminates her employment for Good Reason, the Executive shall be entitled to (x) the Accrued Obligations and (ii) any unpaid Annual Bonus with respect to any completed fiscal year which has not been paid as of the Termination Date, payable at the time the Company pays the Annual Bonus to the other Bonus Plan participants.

(ii) Provided the Executive has executed and not revoked the General Release referred to in Section 2.4(i) below and provided that Executive complies with Sections 2.5 through 2.7 below, Executive shall also be entitled to:

(1) severance pay in an aggregate amount equal to (x) one (1) times her annual Base Salary as in effect under Section 2.3(a) and (y) one (1) times her Target Bonus Amount as in effect under Section 2.3(b) in addition to acceleration of the vesting of the LTI Awards and Additional Grants (collectively, the “Severance Amount”), payable in equal installments over a 12-month period (the “Severance Period”), with the first payment being made on the first payroll date occurring on or after the Payment Commencement Date described in Section 2.4(i) below, less applicable income and employment tax withholdings; and

(2) Benefit Continuation for the Severance Period, at the Company’s expense; provided, however, that if the Company’s providing Benefit Continuation would violate the non-discrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties under applicable rules, the Company shall have the right to amend this Section 2.4(h)(iii) in a manner it determines, in its sole discretion, to comply with the PPACA.

(iii) Notwithstanding anything to the contrary in this Agreement, in the event that Executive is determined to be a “specified employee” in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the regulations and other guidance issued thereunder for purposes of any Severance Amounts under this Section 2.4(c), such Severance Amounts shall begin on or be payable on the first payroll date that is more than six (6) months following the date of separation from service, but only to the extent that such payments do not satisfy either the short term deferral exception to Section 409A described in 26 CFR § l.409A-l(b)(4) (“Short Term Deferral Exception”) or, to the extent such payments do not satisfy the Short Term Deferral Exception, the involuntary termination exception to Section 409A described in 26 CFR § l.409A-l(b)(9). At all times, the right to all such installment payments made under this subsection (c) shall be treated as the right to a series of separate payments within the meaning of 26 CFR § l.409A-2(b)(2)(iii). In the event that a termination of employment occurs on or after December 1st of a calendar year that would entitle the Executive to Severance Amounts under Section 2.4(c)(ii) above, and such Severance Amounts are payable prior to the first payroll date that is more than six (6) months following the date of separation from service, such severance benefits shall commence no earlier than the first payroll date in the following calendar year and within ninety (90) days after such separation from service. Any amount that

(i) is payable upon termination of Executive’s employment with the Company under any provision of this Agreement, and (ii) is subject to the requirements of Section 409A, shall not be paid unless and until the Executive has Separated from Service as defined in Treasury Regulation Section l.409A-l(h).

(d) No Mitigation. To the extent that Executive shall receive compensation for personal services from employment other than with the Company subsequent to a termination of Executive’s employment with the Company, the amounts so earned shall not be offset against the amounts (if any) due under this Agreement following Executive’s termination of employment.

(e) Severance Forfeiture. Executive agrees that Executive shall be entitled to the Severance Amount as set forth in Section 2.4(c) only if Executive does not breach the provisions of the General Release, the Non-Compete or other material terms of this Agreement at any time during the period for which such payments are to be made. The Company’s obligation to make such payments will terminate upon the occurrence of any material breach during the Severance Period.

(f) No Additional Severance. Executive hereby agrees that no severance compensation of any kind, nature or amount shall be payable to Executive, except as expressly set forth in this Section 2.4 and Executive hereby irrevocably waives any claim for any other severance compensation.

(g) Death or Disability. The Company’s obligation under this Agreement terminates on the last day of the month in which the Executive’s death occurs or on the date of termination of employment on account of Executive’s Disability. The Company shall pay to Executive, or the Executive’s estate, all previously earned and accrued but unpaid Base Salary up to such Termination

Date, payable as and when such accrued Base Salary would otherwise be payable. Thereafter, Executive or her estate shall not be entitled to any further Base Salary, Annual Bonus or benefits for that year or any subsequent year, except as may be provided in an applicable benefit plan or program.

(h) Cap on Certain Payments by the Company; Payment Procedures. Notwithstanding any provision in this Agreement, in the event that any payment or benefit of any type by the Company Group to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including, without limitation, the Compensation Incentive Amount, being hereinafter referred to as the “Total Payments”), would exceed the greatest amount that could be paid to Executive without Executive incurring an excise tax imposed by Section 4999 of the Code (or any similar tax that may be imposed), then the Total Payments to Executive under this Agreement (or any other employee plan, program, agreement or other arrangement) shall be reduced (or appropriately adjusted) to the maximum amount which may be paid without Executive becoming subject to such excise tax, but only if the net after-tax proceeds of such reduced amount would be greater than the net after-tax proceeds (taking into account the excise tax) of the unreduced Total Payments. If a reduction in the Total Payments is required under this Section 2.4(h), the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of other benefits paid or provided; (ii) reduction of any cash payment; or (iii) reducing of vesting acceleration of equity awards. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reversed order of the dates of grant for the equity awards (i.e. the newest awards are cancelled first). If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. Executive shall be advised of the determination as to which compensation will be reduced and the reasons therefor, and Executive and her advisors will be entitled to present information that may be relevant to that determination. In no event will the Company Group pay any excise tax imposed by Section 4999 of the Code or otherwise on behalf of Executive. No amounts or benefits which constitute nonqualified deferred compensation subject to Section 409A shall be forfeited or reduced pursuant to this Section 2.4(h) until all amounts and benefits not subject to Section 409A have been forfeited, and reduction or forfeiture of amounts subject to Section 409A shall be made first (to the extent necessary) out of payments and benefits which are due at the latest future date.

For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such excise tax: (A) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the excise tax, unless, and except to the extent that, in the written opinion of independent compensation consultants, counsel or auditors of nationally recognized standing (the “Independent Auditors”) selected by the Company and reasonably acceptable to Executive, the Total Payments and benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code or are otherwise not subject to the excise tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Independent Advisors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purpose of determining the amount of the net after-tax proceeds of the reduced and unreduced Total Payments pursuant to this Section 2.4(h), Executive shall be deemed (I) to pay federal income and employment taxes at the applicable rates of federal income and employment taxation for the calendar year in which the compensation would be payable; and (II) to pay any applicable state or local income taxes at the applicable rates of taxation for the calendar year in which the compensation would be payable taking into account any effect on federal income taxes from payment of state and local income taxes.

(i) General Release. Any payments due to Executive under this Section 2.4 (other than the earned and accrued obligations on any payments due on account of Executive’s death) shall be

conditioned upon Executive’s execution of a general release of claims in the form attached hereto as Exhibit A (subject to such modifications as the Company reasonably may request) that becomes irrevocable within sixty (60) days of the Termination Date. Payment of any amounts subject to Executive’s release shall be delayed until the 61st day following the Termination Date (the “Payment Commencement Date”) and any payments that are so delayed shall be paid on the Payment Commencement Date. If the sixty (60) day period following the Termination Date overlaps two (2) calendar years, then if and to the extent required to comply with Section 409A, any payment due to Executive under this Section 2.4 shall not be made on or before the January 1 of the second overlapped year. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement had such payments commenced immediately upon the Termination Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Termination Date.

(ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Termination Date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Termination Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Termination Date.

All payments shall be subject to deductions for customary withholdings, including without limitation, federal and state withholding taxes and social security taxes. If Executive dies during the Severance Period, any remaining Severance Amounts shall be paid to her surviving spouse, or if there is no surviving spouse, to her estate.

2.5 Confidential Information.

(a) Executive recognizes that the Company Group is engaged in the business of providing nondestructive testing and examination, inspection, rope access, materials engineering, maintenance, repair, industrial, and similar services; manufacturing products relating to nondestructive testing and examination; and marketing, selling, and distributing such products and services (collectively, the “Company’s Business”), which business requires for its successful operation the fullest security of its Confidential Information of which Executive will acquire knowledge during the course of her employment.

(b) Executive shall use her best efforts and diligence both during and after her employment with the Company, regardless of how, when or why Executive’s employment ends, to

protect the confidential, trade secret and/or proprietary character of all Confidential Information. Executive shall not, directly or indirectly, use (for herself or another) or disclose any Confidential Information, for so long as it shall remain proprietary, protectable as confidential and a trade secret information, except as may be necessary for the performance of Executive’s duties for the Company Group. For non-trade secrets, Executive shall maintain confidential all other Confidential Information

of the Company during the term of her employment and for a period of two-years after the termination of her employment.

(c) Executive shall promptly deliver to the Company, at the termination of the Employment Period or at any other time at the Company’s request, without retaining any copies, whether in written form or in any technological form, all documents, information and other material in Executive’s possession or control containing, reflecting and/or relating, directly or indirectly, to any Confidential Information.

(d) Executive’s obligations under this Section 2.5 shall also extend to the confidential, trade secret and proprietary information learned or acquired by Executive during her employment from others with whom the Company Group has a business relationship.

(e) Permitted disclosures. Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. Executive shall promptly provide written notice of any such order to an authorized officer of the Company Group.

(f) Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement:

(i) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and

(ii) if Executive files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, Executive may disclose the Company Group’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

2.6 Competitive Activity.

(a) During the period commencing on the date hereof and ending on the date that is twelve (12) months from the date Executive is no longer employed by or providing services to the Company Group (the “Restricted Period”), Executive will not, within any geographic region over which Executive had supervisory responsibility, in the twelve (12) months preceding Executive’s separation from the Company Group (the “Restricted Territory”): (i) provide to any person or entity primarily engaged in the Business (each a “Competitive Business”) the same or similar services that Executive provided to the Company Group in the course of his or her employment; (ii) provide to any Competitive Business any services that require or inevitably will require disclosure of the Company Group’s trade secrets or other Confidential Information; or (iii) loan money or otherwise provide financial assistance to any person or entity engaged in the Business; provided, however, that nothing in this Agreement prohibits Executive from owning an interest in a mutual fund which has invested an entity engaged in the Business or otherwise owning less than two percent (2%) of a publicly traded company engaged in the same, so long as such investment is a passive investment and Executive is not directly or indirectly involved in the management or operation of such company .

(b) Following expiration of the Restricted Period in Section 2.6(a) of this Agreement, Executive shall continue to be obligated under Section 2.5 of this Agreement not to use or to disclose Confidential Information so long as it shall remain proprietary or protectable as confidential or trade secret information.

(c) Following termination of Executive’s employment with the Company for any reason, Executive agrees to advise the Company of her new employer, work location and job responsibilities within ten (10) days after accepting new employment (such disclosure shall be treated as confidential by the Company and not disclosed to any third party) if such new employment commences within twelve (12) months following the termination of the Executive’s employment with the Company. Executive further agrees to keep the Company so advised of any change in her employment for twelve (12) months following the termination of her employment with the Company.

(d) Executive understands that the intention of Sections 2.5 and 2.6 of this Agreement is not to prevent the Executive from earning a livelihood and Executive agrees nothing in this Agreement would prevent Executive from earning a livelihood utilizing her general professional or technical skills in any business which is not directly or indirectly in competition with the primary Business of the Company Group.

(e) Executive agrees that during Executive’s employment with the Company and for a period of twelve (12) consecutive month period after the termination of Executive’s employment, whether Executive’s termination of employment or service was voluntary or involuntary, the Executive will not, other than on behalf of the Company, in the Restricted Area, directly or indirectly: (i) sell, attempt to sell, or assist in selling any Competitive Products or Services to any Customer or Prospective Customer of the Company Group; (ii) provide any Competitive Products or Services to any Customer or Prospective Customer; (iii) have contact with, solicit, or direct or assist in the contact or solicitation of any Customers for the purpose of selling or providing any Competitive Products or Services; or (iv) induce or attempt to induce any of the Company Group’s Customers, vendors, suppliers, or other business relations to cease doing business with the Company Group, in whole or in part.

(f) Executive agrees that during Executive’s employment with the Company and for a period of twelve (12) consecutive month period after the termination of Executive’s employment, whether Executive’s termination of employment or service was voluntary or involuntary, the Executive will not, directly or indirectly, (i) solicit or induce or attempt to solicit or induce any Restricted Employee to leave employment with the Company Group or cease performing services for the benefit of the Company Group or (ii) hire any Restricted Employee to provide services to anyone other than the Company Group.

(g) In addition to any other remedies available to Company, including but not limited to injunctive relief as specified in Section 3.12 below, Executive’s material breach of Section 2.6 of this Agreement shall relieve the Company of its obligations (if any) to pay any further Severance Amounts under this Agreement.

2.7 Ideas, Inventions and Discoveries.

(a) Executive shall promptly disclose to the Company any ideas, inventions or discoveries, whether or not patentable, which Executive may conceive or make (alone or with others) during the Employment Period, whether or not during working hours, and which, directly or indirectly

(i) relate to matters within the scope of Executive’s duties or field of responsibility during Executive’s employment with the Company; or (ii) are based on Executive’s knowledge of the actual or anticipated Business or interest of the Company Group; or (iii) are aided by the use of time, materials, facilities or information of the Company Group.

(b) Executive hereby assigns to the Company or its designee, without further compensation, all of the right, title and interest in all such ideas, inventions or discoveries in all countries of the world except for patents currently held by Executive developed outside of employment with the Company.

(c) Without further compensation but at the Company’s expense, Executive shall give all testimony and execute all patent applications, rights of priority, assignments and other documents and in general do all lawful things requested of Executive by the Company to enable the Company to obtain, maintain and enforce protection of such ideas, inventions and discoveries for and in the name of the Company or its designee, as the case may be, in all countries of the world. However, should Executive render any of the services in this Section 2.7(c) during a two (2) year period following termination of Executive’s employment, Executive shall be compensated at a rate per hour equal to the Base Salary Executive received from the Company at the time of termination and shall be reimbursed for reasonable out-of-pocket expenses incurred in rendering the services.

ARTICLE III MISCELLANEOUS

3.1 Executive’s Representations. Executive hereby represents and warrants to the

Company that (i) Executive’s execution, delivery and performance of this Agreement do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which she is bound, and (ii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that she fully understands the terms and conditions contained herein.

3.2 Survival. Sections 2.5, 2.6 and 2.7 and Sections 3.3 through 3.14 shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period.

3.3 Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via email to the recipient. Such notices, demands and other communications will be sent to the address indicated below:

To the Company: c/o TIC Solutions, Inc.

At the Company’s principal address as set forth in

the Company’s SEC filings

Attention: Chief Financial Officer

Kristin.schultes@tics.com

Copy (which will not constitute notice) to:

Greenberg Traurig, P.A.

401 East Las Olas Boulevard Suite 2000

Fort Lauderdale, FL 33301

Attention: Brian Gavsie

Email: brian.gavsie@gtlaw.com

To Executive: Jennifer Phan

At the address on file with the Company,

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party.

3.4 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, (a) the parties agree that such provision(s) will be enforced to the maximum extent permissible under the applicable law and a court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and (b) any invalidity, illegality or unenforceability of a particular provision will not affect any other provision of this Agreement.

3.5 Successors and Assigns. Except as otherwise provided herein, all covenants and agreements contained in this Agreement shall bind and inure to the benefit of and be enforceable by the Company, and their respective successors and assigns. This Agreement is personal to Executive and except as otherwise specifically provided herein, this Agreement, including the obligations and benefits hereunder, may not be assigned to any party by Executive. This Agreement shall also be enforceable by the Executive against any of the Company’s successors or assigns.

3.6 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

3.7 Counterparts. This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

3.8 Waiver. Neither any course of dealing nor any failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of such right, power or privilege or of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged therewith, and, in the case of the Company, by its duly authorized officer.

3.9 Entire Agreement. This instrument constitutes the entire agreement of the parties in this matter and shall supersede any other agreement between the parties, oral or written, concerning the same subject matter (including, but not limited to, any offer letter entered into by and between the parties which, for the avoidance of doubt, shall no longer have any force or effect as of the Effective

Date).

3.10 Amendment. This Agreement may be amended only by a writing which makes express

reference to this Agreement as the subject of such amendment and which is signed by Executive and by a duly authorized officer of the Company.

3.11 Governing Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic law of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

3.12 Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement, including, without limitation, Sections 2.5, 2.6 and 2.7 hereof, and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

3.13 Exit Interview. To ensure a clear understanding of this Agreement, Executive agrees, at the time of termination of Executive’s employment, to engage in an exit interview with the Company at a time and place designated by the Company and at the Company’s expense. Executive understands and agrees that during said exit interview, Executive may be required to confirm that she will comply with her on-going obligations under this Agreement. The Company may elect, at its option, to conduct the exit interview by telephone.

3.14 Future Employment. Executive shall disclose the existence of this Agreement to any new employer or potential new employer which offers products or services that compete with the Company’s Business if such new employment commences within twelve (12) months following Executive’s termination of employment with the Company. Executive consents to the Company informing any subsequent employer of Executive, or any entity which the Company in good faith believes is, or is likely to be, considering employing Executive, of the existence and terms of this Agreement if such subsequent employment commences (or is expected to commence) within twelve

(12) months following the Executive’s termination of employment with the Company.

3.15 Effectiveness of Agreement. This Agreement has been executed and delivered on the date set forth on the signature page below and shall automatically become effective on the Effective Date.

3.16 Section 409A. To the extent that any payments pursuant to this Agreement are subject to Section 409A, it is intended that this Agreement shall be administered in a manner that will comply with or meet an exception from Section 409A and this Agreement shall be interpreted in accordance with such intent. Any reimbursements by the Company to the Executive of any eligible expenses under this Agreement that are not excludable from the Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the last day of the taxable year of the Executive following the year in which the expense was incurred. The amount of any Taxable Reimbursements and the value of any in-kind benefits to be provided to the Executive, during any taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive. The right to Taxable

Reimbursement, or in- kind benefits, shall not be subject to liquidation or exchange for another benefit.

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date set forth above and it shall be automatically effective as of the Effective Date.

TIC SOLUTIONS, INC.

By: /s/ Ben Heraud

Name: Ben Heraud

Title: Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date set forth above and it shall be automatically effective as of the Effective Date.

EXECUTIVE

By: /s/ Jennifer Phan

Name: Jennifer Phan

GT DRAFT: 4/28/26

EXHIBIT A FORM OF RELEASE

GENERAL RELEASE OF CLAIMS

1. (“Executive”), for herself and her family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 2.4 (other than earned and accrued obligations) of the Employment Agreement to which this release is attached as Exhibit A (the “Employment Agreement”), does hereby release and forever discharge TIC Solutions, Inc. (the “Company”), its subsidiaries (including, without limitation, Rockwood Service Corporation), affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with the Company, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Executive’s employment or termination thereof, whether for tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Executive acknowledges that the Company encouraged her to consult with an attorney of her choosing, and through this General Release of Claims encourages her to consult with her attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that she understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that she may have as of the date hereof. Executive further understands that by signing this General Release of Claims she is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any rights to receive any payments or benefits pursuant to Section 2.3(c) and/or 2.4 of the Employment Agreement, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Executive may have as a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy, (v) any rights as a holder of equity securities of the Company and (vi) any non-waivable rights as a matter of law.

2. Executive represents that she has not filed against the Released Parties any complaints, charges, or lawsuits arising out of her employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that she will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Executive pursuant to paragraph 1 hereof (a “Proceeding”); provided, however, Executive shall not have relinquished her right to commence a Proceeding to challenge whether Executive knowingly and voluntarily waived her rights under ADEA.

3. Executive hereby acknowledges that the Company has informed her that she has up to [twenty-one (21)][forty-five (45)] days to sign this General Release of Claims and she may knowingly and voluntarily waive that [twenty-one (21)][forty-five (45)] day period by signing this General Release of Claims earlier. Executive also understands that she shall have seven (7) days following the date on which

she signs this General Release of Claims within which to revoke it by providing a written notice of her revocation to the Company.

4. Executive acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the· internal laws of the State of Texas applicable to contracts made and to be performed entirely within such State.

5. Executive acknowledges that she has read this General Release of Claims, that she has been advised that she should consult with an attorney before she executes this general release of claims, and that she understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof.

6. This General Release of Claims shall take effect on the eighth day following Executive’s execution of this General Release of Claims unless Executive’s written revocation is delivered to the Company within seven (7) days after such execution.

JENNIFER PHAN

, 20

---

## EX-10.3

SEC source: [exhibit103fourthamendmente.htm](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/exhibit103fourthamendmente.htm)

Exhibit 10.3

Execution Version

FOURTH AMENDMENT TO CREDIT AGREEMENT

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), is entered into as of July 23, 2026, by and among ACUREN DELAWARE HOLDCO, INC., a Delaware corporation (the “Initial Borrower”), ACUREN HOLDINGS, INC., a Delaware corporation (“Acuren” and together with the Initial Borrower, the “Borrowers”), TIC SOLUTIONS, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Revolving Credit Lenders party hereto, the L/C Issuers party hereto and JEFFERIES FINANCE LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement or the Amended Credit Agreement, as applicable (each as defined below).

W I T N E S S E T H:

WHEREAS, the Borrowers, Holdings, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent are parties to that certain Credit Agreement, dated as of July 30, 2024 (as amended by that certain First Amendment to Credit Agreement, dated as of January 31, 2025, by that certain Second Amendment to Credit Agreement, dated as of August 4, 2025, by that certain Third Amendment to Credit Agreement, dated as of June 2, 2026, the “Credit Agreement” and, as amended on the Amendment No. 4 Effective Date (as defined below) by this Agreement, the “Amended Credit Agreement”);

WHEREAS, Section 11.01 of the Credit Agreement permits an amendment with the written consent of each Lender directly affected thereby to reduce the rate of interest on any Loan; Section 11.01 of the Credit Agreement further permits an amendment with the written consent of the L/C Issuers for amendments affecting the rights or duties of the L/C Issuers;

WHEREAS, the Borrowers desire, pursuant to Section 11.01 of the Credit Agreement, to amend the Applicable Rate with respect to the Revolving Credit Loans and Letter of Credit Fees as set forth herein;

WHEREAS, the Revolving Credit Lenders and L/C Issuers party hereto are willing to agree to such amendment, subject to the terms and conditions set forth herein; and

WHEREAS, on the Amendment No. 4 Effective Date, the Borrowers desire to make certain amendments to the Credit Agreement in accordance with Section 11.01 of the Credit Agreement as further set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

I. Amendments to Credit Agreement. Effective on the Amendment No. 4 Effective Date, subject to satisfaction of the conditions set forth in Section II below, the Credit Agreement is hereby amended as follows:

A. Clause (b) of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b) with respect to any Revolving Credit Loan that is (i) a Term SOFR Loan, 2.50%

per annum and (ii) a Base Rate Loan, 1.50% per annum;”

B. Clause (c) of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(c) with respect to the Letter of Credit Fees, 2.50% per annum; and”

C. Section 1.01 of the Credit Agreement is hereby amended to add the following definition in the appropriate alphabetical order:

“Alternative Currency” means any currency (other than Dollars) that is readily available, freely transferable and freely convertible into Dollars and that is agreed upon by the Administrative Agent and the applicable L/C Issuer.

D. The definition of “Letter of Credit” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Letter of Credit” means any letter of credit issued hereunder in Dollars or in an Alternative Currency. A Letter of Credit shall be a standby letter of credit.”

E. Section 2.03(a)(i)(A)(1) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(1) from time to time on any Business Day during the period from the Closing Date until the day that is five Business Days prior to the Initial Revolving Credit Maturity Date, to issue Letters of Credit denominated in Dollars or, in the sole discretion of the applicable L/C Issuer, in an Alternative Currency, for the account of each Borrower (but the Letter of Credit may contain a statement that it is being issued for the benefit of a Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and”

F. The following sentence is hereby added at the end of Section 2.03(a)(i) of the Credit Agreement:

“For the avoidance of doubt, no L/C Issuer shall be obligated to issue any Letter of Credit in an Alternative Currency, and the election to issue or not issue a Letter of Credit in an Alternative Currency shall be in the sole and absolute discretion of the applicable L/C Issuer.”

G. The following sentences are hereby added at the end of the first paragraph of Section 2.03(c)(i) of the Credit Agreement:

“With respect to any Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse the applicable L/C Issuer, at the election of such L/C Issuer (which election shall be specified in the applicable Issuer Documents or in the notice delivered by such L/C Issuer to the applicable Borrower and the Administrative Agent pursuant to this Section 2.03(c)(i)), either (x) in Dollars in an amount equal to the Dollar Equivalent (determined by the Administrative Agent as of the date of such drawing) of the amount of such drawing or (y) in such Alternative Currency in an amount equal to the amount of such drawing. In the absence of an election by the applicable L/C Issuer, reimbursement shall be made in Dollars in the Dollar Equivalent amount. Notwithstanding the foregoing, if a Revolving Credit Borrowing is deemed made pursuant to this Section 2.03(c)(i) in respect of an Unreimbursed Amount under a Letter of Credit denominated in an Alternative Currency, the proceeds of such Revolving Credit Borrowing shall be remitted to the applicable L/C Issuer in Dollars in an amount equal to the Dollar Equivalent of such Unreimbursed Amount (determined by the Administrative Agent

as of the Honor Date). Each Revolving Credit Lender’s obligation to fund participations in Dollars in respect of any such drawing shall be in an amount equal to its Pro Rata Share of the Dollar Equivalent of such drawing.”

II. Conditions to the Amendment No. 4 Effective Date. This Agreement shall become effective on the first date (the “Amendment No. 4 Effective Date”) upon the satisfaction of the following conditions:

A. Agreement. The Administrative Agent shall have received a counterpart of this Agreement, executed by each Borrower, each other Loan Party, the Administrative Agent, the Revolving Credit Lenders and the L/C Issuers.

B. Secretary’s Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party, (iii) the accuracy of the by laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party previously delivered in connection with the Existing Credit Agreement, and that such documents or agreements have not been amended except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date, (iv) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and

(v) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party).

C. Expenses. The Administrative Agent shall have received all expenses (to the extent invoiced at least three (3) Business Days prior to the Amendment No. 4 Effective Date (except as otherwise reasonably agreed by Acuren)) required to be paid by Acuren on the Amendment No. 4 Effective Date pursuant to Section 11.04 of the Credit Agreement.

D. Representations and Warranties. (i) Each of the representations and warranties of the Loan Parties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) immediately after the consummation of the transactions contemplated hereby, Holdings and its Subsidiaries, on a consolidated basis, are Solvent; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

E. No Default. As of the Amendment No. 4 Effective Date and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing.

F. USA Patriot Act, etc. The Administrative Agent and Revolving Lenders shall have

received, at least three (3) Business Days prior to the Amendment No. 4 Effective Date, to the extent reasonably requested at least five (5) Business Days prior to the Amendment No. 4 Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, with respect to the Loan Parties.

G. Beneficial Ownership Certification. To the extent a Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, no later than three (3) Business Days prior to the Amendment No. 4 Effective Date, to the extent reasonably requested at least five (5) Business Days prior to the Amendment No. 4 Effective Date, the Administrative Agent shall have received

(a) an updated Beneficial Ownership Certification in relation to such Borrower or (b) confirmation that the Beneficial Ownership Certification most recently delivered to the Administrative Agent by such Borrower is true and correct as of the Amendment No. 4 Effective Date.

III. Miscellaneous.

A. Reaffirmation and Confirmation.

1. The Borrowers and each of the other Loan Parties hereby (i) acknowledges and reaffirms the obligations of the Loan Parties as set forth in the Collateral Documents and

(ii) agrees that each Loan Party shall continue to be bound by, and be subject to, all of the terms, provisions, conditions, covenants, agreements and obligations applicable to it as set forth in the Collateral Documents, which remains in full force and effect.

2. The Borrowers and each of the other Loan Parties hereby (i) acknowledges, confirms and agrees that each Collateral Document (A) remains in full force and effect as security for the Obligations , (B) is the valid and binding obligation of such Loan Party, and

(C) is not subject to offset, deduction, defense or claim against the Administrative Agent, the Collateral Agent or any Lender and (ii) confirms, ratifies and reaffirms that the security interest granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Pledge and Security Agreement, in all of its right, title, and interest in all then existing and thereafter acquired or arising Collateral described therein, in order to secure prompt payment and performance of the Obligations, is continuing and is and shall remain unimpaired and continue to constitute a priority security interest (subject only to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Secured Parties, with the same force, effect and priority in effect both immediately prior to and after entering into this Agreement. Furthermore, in the case of any Guarantor, its guaranty, as and to the extent provided pursuant to Article IV of the Credit Agreement, shall continue in full force and effect in respect of the Obligations under the Amended Credit Agreement and the other Loan Documents.

3. The Borrowers and each of the other Loan Parties hereby agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects. This Agreement does not and shall not affect any of the Obligations of the Loan Parties under or arising from the Credit Agreement or any other Loan Document, all of which Obligations shall remain in full

force and effect. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender, nor constitute a waiver or novation of any provision of the Credit Agreement or any other Loan Document, except in each case as expressly set forth herein.

B. Loan Document. From and after the Amendment No. 4 Effective Date, this Agreement shall be deemed to be a “Loan Document” under the Amended Credit Agreement.

C. General Terms. Except as specifically amended herein, directly or by reference, all of the terms and conditions set forth in each Loan Document are confirmed and ratified, and shall remain as originally written. THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. Sections 11.16(b), (c) and 11.18 and 11.23

of the Credit Agreement are hereby incorporated herein mutatis mutandis. The Credit Agreement and all other Loan Documents shall remain in full force and effect, as amended from time to time and as modified by this Agreement. Except as expressly set forth herein, nothing herein shall affect or impair any rights and powers which the Loan Parties, the Lenders or the Administrative Agent may have under the Credit Agreement and any and all other Loan Documents.

D. No Effect. The parties hereto agree that this Agreement shall in no manner affect or impair the liens and security interests evidenced by the Credit Agreement and/or any other instruments evidencing, securing or related to the Obligations.

E. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and all such counterparts shall constitute one agreement binding on all the parties, notwithstanding that the parties are not signatories to the same counterpart. Any signature to this Agreement may be delivered by facsimile, electronic mail (including .pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law and all such facsimile or other electronic signatures shall have the same force and effect as manual signatures delivered in person. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement. Each of the parties represents and warrants to the other party that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

* * *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

BORROWERS:

ACUREN HOLDINGS, INC.

By: /s/Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

ACUREN DELAWARE HOLDCO, INC.

By: /s/Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

HOLDINGS:

TIC SOLUTIONS, INC.

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

SUBSIDIARY GUARANTORS:

ACUREN INTERMEDIATE HOLDINGS,

INC., as a Guarantor

By: /s/ Kristin Schultes

Name: Kristin Schultes

Title: Chief Financial Officer

TIC SOLUTIONS SERVICE

CORPORATION, as a Guarantor

By: /s/ Kristin Schultes

Name: Kristin Schultes

Title: Chief Financial Officer

ACUREN INSPECTION, INC., as a

Guarantor

By: /s/ Kristin Schultes

Name: Kristin Schultes

Title: Chief Financial Officer

ECHO NDE USA, INC., as a Guarantor

By: /s/ Kristin Schultes

Name: Kristin Schultes

Title: Chief Financial Officer

TEI ANALYTICAL SERVICES, INC., as a

Guarantor

By: /s/ Shamus Sullivan

Name: Shamus Sullivan

Title: President

TIC SOLUTIONS CANADA HOLDINGS

LIMITED, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

TIC SOLUTIONS CANADA INC., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

BAKOSNDT LTD., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

ECHO NDE INC., as a Guarantor

By: /s/ Josh Moir Name: Josh Moir

Title: President

ACUREN INC., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

ACUREN GROUP INC., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

ACUREN INDUSTRIAL HOLDINGS INC.,

as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

ACUREN WIND CANADA INC., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

ECLIPSE SCIENTIFIC PRODUCTS INC.,

as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

TACTEN INDUSTRIAL INC., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

TIC SOLUTIONS CANADA SHARED

SERVICES INC., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

NV5 GLOBAL, INC., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

OPTIMAL ENERGY, LLC, as a Guarantor By: /s/ Kristin Schultes

Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

BOCK & CLARK CORPORATION, as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

CONTINENTAL MAPPING

ACQUISITION, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

AXIM GEOSPATIAL, LLC, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

GEOSPATIAL HOLDINGS INC., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Vice President, Treasurer

ENERGENZ, L.L.C., as a Guarantor

By: /s/ Ben Heraud Name: Ben Heraud

Title: Manager

TSG SOLUTIONS, INC., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

NV5 HOLDINGS, LLC, as a Guarantor By: /s/ Alexander Hockman

Name: Alexander Hockman Title: Chief Operating Officer, President, Director

NV5, INC., a Delaware corporation, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

NV5, LLC, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Treasurer

GEODYNAMICS, LLC, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

DADE MOELLER & ASSOCIATES, INC., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

NV5 ENGINEERS AND CONSULTANTS,

INC., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

HANNA ENGINEERING, INC., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

NV5, INC., a California corporation, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

NV5 ENVIRONMENTAL, INC., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

NV5 ENVIRONMENTAL, L.P., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

GROUP DELTA CONSULTANTS, INC., as

a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

THE LKR GROUP, INC., as a Guarantor

By: /s/ Michael Reader Name: Michael Reader

Title: Chief Executive Officer

NV5 CONSULTANTS, INC., a

Massachusetts corporation, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

NV5 ENVIRONMENTAL, L.P., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

NV5 CONSULTANTS, INC., a Minnesota corporation, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

NV5 PLANNING & DESIGN, INC., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

AERO-METRIC HOLDINGS CORP., as a

Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Vice President, Co-Treasurer

NV5 LNG ENGINEERING SERVICES

INCORPORATED, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: VP, Chief Financial Officer

GEOGRAPHIC INFORMATION

SERVICES, INC., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

J.B.A. CONSULTING ENGINEERS, INC.,

as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

NV5 GEOSPATIAL SOLUTIONS, INC., as

a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

NV5 GEOSPATIAL, INC., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

NV5, INC., a New Jersey corporation, as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer

SOUTHPORT ENGINEERING

ASSOCIATES, INC., as a Guarantor

By: /s/ Kristin Schultes Name: Kristin Schultes

Title: Chief Financial Officer, Treasurer

QUANTUM SPATIAL CANADA INC., as a

Guarantor

By: /s/ Ben Heraud Name: Ben Heraud

Title: Chief Executive Officer

JEFFERIES FINANCE LLC, as Administrative Agent, Revolving Credit Lender and L/C Issuer

By: /s/ Peter Cucchiara Name: Peter Cucchiara

Title: Managing Director

CITIBANK, N.A., as Revolving Credit Lender and L/C

Issuer

By: /s/ Ioannis Theocharis

Name: Ioannis Theocharis

Title: Vice President

BANK OF AMERICA, N.A., as Revolving Credit Lender and L/C Issuer

By: /s/ Timothy J. Waltman Name: Timothy J. Waltman

Title: Senior Vice President

NATIXIS, NEW YORK BRANCH, as Revolving Credit Lender and L/C Issuer

By: /s/ Jonathan Stone Name: Jonathan Stone

Title: Executive Director

By: /s/ Ilan Dolgin Name: Ilan Dolgin

Title: Vice President

UBS AS, Stamford Branch, as Revolving Credit Lender and L/C Issuer

By: /s/ Joselin Fernandes

Name: Joselin Fernandes Title: Director

By: /s/ Andrea Moore

Name: Andrea Moore Title: Associate Director

---

## EX-31.1

SEC source: [q226-ex311xceo302certifica.htm](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/q226-ex311xceo302certifica.htm)

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benjamin Heraud, certify that:

1.I have reviewed this quarterly report on Form 10-Q of TIC Solutions, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2026 By: /s/ Benjamin Heraud

Benjamin Heraud

Chief Executive Officer

(Principal Executive Officer)

---

## EX-31.2

SEC source: [q226-ex312xcfo302certifica.htm](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/q226-ex312xcfo302certifica.htm)

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a)UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kristin Schultes, certify that:

1.I have reviewed this quarterly report on Form 10-Q of TIC Solutions, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2026 By: /s/ Kristin Schultes

Kristin Schultes

Chief Financial Officer

(Principal Financial Officer)

---

## EX-32.1

SEC source: [q226-ex321xceo906certifica.htm](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/q226-ex321xceo906certifica.htm)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TIC Solutions, Inc. (the “Company”) for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 6, 2026 By: /s/ Benjamin Heraud

Benjamin Heraud

Chief Executive Officer

(Principal Executive Officer)

---

## EX-32.2

SEC source: [q226-ex322xcfo906certifica.htm](https://www.sec.gov/Archives/edgar/data/2032966/000162828026053831/q226-ex322xcfo906certifica.htm)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TIC Solutions, Inc. (the “Company”) for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 6, 2026 By: /s/ Kristin Schultes

Kristin Schultes

Chief Financial Officer

(Principal Financial Officer)