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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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Contents

Reports of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of TIC Solutions, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of TIC Solutions, Inc. and its subsidiaries (Successor) (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for the year ended December 31, 2025 and for the period July 30 through December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period July 30 through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date as the Company did not design and maintain (i) an effective control environment commensurate with the Company’s financial reporting requirements, specifically a lack of a sufficient complement of resources with an appropriate level of accounting knowledge, training and experience; (ii) 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 or effective controls over the preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties; and (iii) effective information technology general controls for information systems that are relevant to the preparation of the Company’s consolidated financial statements, specifically related to user access, program change management, computer operations, and program development controls.

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. The material weaknesses referred to above are described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded NV5 Global, Inc. (NV5) from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business combination during 2025. We have also excluded NV5 from our audit of internal control over financial reporting. NV5 is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 13% and 28%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisition of NV5 – Valuation of Customer Relationships

As described in Note 3 to the consolidated financial statements, on August 4, 2025, the Company completed the acquisition of NV5 for total consideration of $1,669 million. Of the acquired intangible assets, $590 million of customer relationships were recorded. 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 principal considerations for our determination that performing procedures relating to the valuation of customer relationships acquired in the acquisition of NV5 is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, EBITDA margins, attrition rates, contributory asset charges, and discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over the valuation of the customer relationships acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the customer relationships acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, EBITDA margins, attrition rates, contributory asset charges, and discount rates. Evaluating management’s assumptions related to revenue growth rates, EBITDA margins, attrition rates, and contributory asset charges involved considering (i) the current and past performance of the NV5 business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the attrition rate, contributory asset charge and discount rate assumptions.

Revenue Recognition – Estimated Costs to Complete Certain Contracts Recognized Over Time

As described in Note 2 to the consolidated financial statements, a portion of the Company’s revenue of $1,530 million for the year ended December 31, 2025 are from lump-sum fee contracts whereby revenue is recognized over time. The Company uses a cost-to-cost measure of progress, whereby the extent of progress towards completion is measured based on the ratio of direct costs incurred to date to the total estimated direct costs at completion of the performance obligation. 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.

The principal considerations for our determination that performing procedures relating to revenue recognition – estimated costs to complete certain contracts recognized over time is a critical audit matter are (i) the significant judgment by management when developing the estimated costs to complete certain contracts recognized over time, including the significant assumptions and judgments on a contract by contract basis and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s estimate of costs to complete certain contracts recognized over time.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the development of estimated costs to complete certain contracts recognized over time. These procedures also included, among others, testing management’s process for developing the estimated costs to complete, including evaluating for a sample of contracts, the reasonableness of certain significant assumptions and judgments considered by management specific to each contract. Evaluating the significant assumptions and judgments related to estimated costs to complete involved evaluating whether the significant assumptions and judgments used by management were reasonable considering (i) the terms of the contract and evidence that support the significant assumptions and judgments; (ii) actual costs incurred to date to assess the reasonableness of the estimate of the remaining costs to complete; (iii) management’s ability to reasonably estimate costs to complete by performing a comparison of the total estimated costs as compared with prior period estimates; and (iv) evaluating the timely identification of circumstances that may warrant a modification to the estimated costs to complete.

Interim Goodwill Impairment Assessments - Legacy Acuren United States (U.S.) and Legacy Acuren Canada Reporting Units

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s goodwill balance was $1,650 million as of December 31, 2025, and the goodwill associated with the Inspection and Mitigation reporting unit was $896 million. Management performs a goodwill impairment assessment annually, or more frequently if events or circumstances arise which indicate goodwill may be impaired. If the carrying amount exceeds fair value, then an impairment loss would be recognized in an amount equal to that excess, limited to the amount of goodwill allocated to the reporting unit. Effective October 1, 2025, management re-evaluated the structure of the Company’s internal organization as a result of the NV5 acquisition and combined the legacy Acuren U.S. and legacy Acuren Canada reporting units into one reporting unit, Inspection and Mitigation. Due to these changes in legacy Acuren reporting units, management conducted a quantitative impairment assessment at the legacy Acuren U.S. and legacy Acuren Canada reporting unit levels by comparing each reporting unit’s fair value-determined by market multiples (market approach) and discounted future cash flows (income approach)-with its carrying value, including goodwill. Under the market approach, management uses selected financial information of publicly-traded companies that compare to the reporting unit to derive a market-based multiple. The discounted future cash flows assessment required significant judgments regarding revenue growth rates, EBITDA margins, discount rates, and other market participant considerations.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessments of the legacy Acuren U.S. and legacy Acuren Canada reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the legacy Acruen U.S. and Acuren Canada reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, EBITDA margins, discount rates, and market-based multiples; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the interim goodwill impairment assessments, including controls over the valuation of the legacy Acuren U.S. and legacy Acuren Canada reporting units. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the legacy Acuren U.S. and legacy Acuren Canada reporting units; (ii) evaluating the appropriateness of the income and market approaches used by management; (iii) testing the completeness and accuracy of the underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, EBITDA margins, discount rates, and market-based multiples. Evaluating management’s assumptions related to revenue growth rates and EBITDA margins involved considering (i) the current and past performance of the legacy Acuren U.S. and legacy Acuren Canada reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the discount rate and market-based multiple assumptions.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 12, 2026

We have served as the Company’s auditor since 2006.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of TIC Solutions, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows of ASP Acuren Holdings, Inc. and its subsidiaries (Predecessor) (the “Company”) for the period January 1 through July 29, 2024 and for the year ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the period January 1 through July 29, 2024 and for the year ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

New York, New York

March 27, 2025

We have served as the Company's auditor since 2006.

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