TIC Solutions, Inc.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
TIC$10.99-2.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this 2025 Annual Report on Form 10-K:
1)Financial Statements
2)Financial Statement Schedules
a. All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.
3)Exhibits
| ExhibitNumber | Description |
| 2.1# | Agreement and Plan of Merger, dated as of May 21, 2024, by and among Admiral Acquisition Limited, AAL Merger Sub, Inc., ASP Acuren Holdings, Inc. and ASP Acuren Holdings Inc., as the stockholders’ representative (incorporated by reference to Exhibit 2.1 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 2.2# | Agreement and Plan of Merger, dated May 14, 2025 by and among TIC Solutions, Inc. (f/k/a Acuren Acquisition), Ryder Merger Sub I, Inc., Ryder Merger Sub II, Inc. and NV5 Global, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 15, 2025). |
| 3.1 | Certificate of Incorporation of TIC Solutions, Inc. (f/k/a Acuren Acquisition) (incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 3.2 | Certificate of Amendment of TIC Solutions, Inc., dated October 7, 2025 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on October 7, 2025). |
| 3.3 | Bylaws of TIC Solutions, Inc. (f/k/a Acuren Acquisition) (incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 4.1* | Description of Capital Stock |
| 4.2 | Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on October 7, 2025). |
| 4.3 | Amended and Restated Warrant Instrument, dated as of September 23, 2024, executed by TIC Solutions, Inc. (f/k/a Acuren Corporation) (form of Warrant contained in Schedule I thereto) (incorporated by reference to Exhibit 4.3 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.1† | TIC Solutions, Inc. (f/k/a Acuren Corporation) 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.2† | TIC Solutions, Inc. (f/k/a Acuren Corporation) 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 effective March 27, 2025 (File No. 333-286171)). |
| 10.3† | Form of Restricted Stock Unit Agreement (Non-Employee Directors) — TIC Solutions, Inc. (f/k/a Acuren Corporation) 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.4† | Form of Restricted Stock Unit Agreement — TIC Solutions, Inc. (f/k/a Acuren Corporation) 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.5 | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.6# | Credit Agreement, dated as of July 30, 2024, by and among Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), as initial borrower, TIC Solutions, Inc. (f/k/a Acuren Corporation and which was f/k/a Admiral Acquisition Limited), as holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.5 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.7 | Pledge and Security Agreement, dated as of July 30, 2024, made by Acuren Delaware HoldCo, Inc. (f/k/a AAL Delaware HoldCo, Inc.), Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), TIC Solutions, Inc. (f/k/a Acuren Corporation), and the grantors from time to time party thereto in favor of Jefferies Finance LLC, as collateral agent (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.8 | Consulting Services Agreement, dated as of July 30, 2024, by and between TIC Solutions, Inc. (f/k/a Acuren Corporation) and Mariposa Capital, LLC (incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.9# | Placing Agreement, dated May 17, 2023, by and between Admiral Acquisition Limited, certain of its directors and founders, Mariposa Acquisition IX, LLC, Jefferies International Limited, Jefferies GmbH and UBS AG London Branch (incorporated by reference to Exhibit 10.8 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.10† | Form of Option Deeds (incorporated by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.11 | Founder Insider Letter, dated May 17, 2023 (incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.12† | Executive Employment Agreement, dated September 19, 2024, by and between TIC Solutions, Inc. (f/k/a Acuren Corporation) and Talman B. Pizzey (incorporated by reference to Exhibit 10.11 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.13† | Executive Employment Agreement, dated November 20, 2024, by and between TIC Solutions, Inc. (f/k/a Acuren Corporation) and Kristin Schultes (incorporated by reference to Exhibit 10.14 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.14# | First Amendment to Credit Agreement, dated January 31, 2025, by and among Acuren Delaware Holdco, Inc., as the initial borrower, Acuren Holdings, Inc., as a borrower, Acuren Corporation, as holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 31, 2025). |
| 10.15# | Second Amendment to Credit Agreement, dated August 4, 2025, by and among Acuren Delaware Holdco, Inc., as the initial borrower, Acuren Holdings, Inc., as a borrower, TIC Solutions, Inc. (f/k/a Acuren Corporation), as holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on August 4, 2025). |
| 10.16 | Fiona Sutherland Separation Letter, dated August 26, 2025 (incorporated by reference to Exhibit 10.18 to the registrant’s Registration Statement on Form S-1 effective October 29, 2025 (333-290838). |
| 10.17 | Securities Purchase Agreement, dated October 5, 2025, by and among TIC Solutions, Inc. (f/k/a Acuren Corporation) and the investors party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 7, 2025). |
| 10.18 | Registration Rights Agreement, dated October 7, 2025, by and among TIC Solutions, Inc. (f/k/a Acuren Corporation) and the investors party (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on October 7, 2025). |
| 19.1 | TIC Solutions, Inc. (f/k/a Acuren Corporation) Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the registrant’s Annual Report on Form 10-K filed on March 27, 2025). |
| 21.1* | List of subsidiaries of the registrant. |
| 23.1* | Consent of PricewaterhouseCoopers LLP (Successor). |
| 23.2* | Consent of PricewaterhouseCoopers LLP (Predecessor). |
| 31.1* | Certification by Talman B. Pizzey, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification by Kristin Schultes, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification by Talman B. Pizzey, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification by Kristin Schultes, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | TIC Solutions, Inc. (f/k/a Acuren Corporation) Executive Officer Clawback Policy (incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed on March 27, 2025). |
*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.
| ACUREN CORPORATION | ||
| Date: March 12, 2026 | By: | /s/ Talman Pizzey |
|---|---|---|
| Talman Pizzey | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Talman Pizzey | Chief Executive Officer and Director | March 12, 2026 |
| Talman Pizzey | (Principal Executive Officer) | |
| /s/ Kristin Schultes | Chief Financial Officer | March 12, 2026 |
| Kristin Schultes | (Principal Financial and Accounting Officer) | |
| /s/ Benjamin Heraud | President and Chief Operating Officer and Director | March 12, 2026 |
| Benjamin Heraud | ||
| /s/ Robert A. E. Franklin | Executive Chairman of the Board of Directors | March 12, 2026 |
| Robert A. E. Franklin | ||
| /s/ Sir Martin E. Franklin | Co-Chairman of the Board of Directors | March 12, 2026 |
| Sir Martin E. Franklin | ||
| /s/ Antoinette C. Bush | Director | March 12, 2026 |
| Antoinette C. Bush | ||
| /s/ Rory Cullinan | Director | March 12, 2026 |
| Rory Cullinan | ||
| /s/ Elizabeth Meloy Hepding | Director | March 12, 2026 |
| Elizabeth Meloy Hepding | ||
| /s/ Peter Hochfelder | Director | March 12, 2026 |
| Peter Hochfelder | ||
| /s/ James E. Lillie | Director | March 12, 2026 |
| James E. Lillie | ||
| /s/ Byron Roth | Director | March 12, 2026 |
| Byron Roth | ||
| /s/ Dickerson Wright | Director | March 12, 2026 |
| Dickerson Wright | ||
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