TIC Solutions, Inc.

Notes to Condensed Consolidated Financial Statements

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

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 Testing, Inspection, Certification and Compliance (“TICC”), 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. The Company operates primarily in North America and serves both private and public-sector clients. On October 10, 2025, the Company changed its name from Acuren Corporation to TIC Solutions, Inc.

The Company’s private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets and its public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Within industrial markets, the Company’s services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining. The Company provides mission-critical services that are essential to the safety, reliability, and efficiency of industrial assets, buildings and public infrastructure. The Company’s services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets.

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 TICC, 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 March 31, 2026, the Company had $1.1 billion of remaining performance obligations, of which $860.2 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, net,” 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, net” 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 months ended March 31, 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 three months ended March 31, 2026, the Company completed one business combination, which was not significant to the consolidated financial statements. Total consideration for the acquisition was approximately $5.0 million. The Company recorded approximately $2.0 million of goodwill related to the acquisition. 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 conjunction with the NV5 Acquisition, in 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 and 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 conjunction 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. The NV5 Acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant 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, $515.3 million, and $233.1 million to the Inspection and 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:

Measurement period adjustments made during the three months ended March 31, 2026 were immaterial.

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 preliminary fair value of the identifiable intangible assets:

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 conjunction 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 months ended March 31, 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.

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 $17.9 million of goodwill related to these acquisitions, of which $9.8 million was assigned to the Inspection and Mitigation reportable segment, $1.9 million was assigned to the Consulting Engineering reportable segment, and $6.2 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 March 31, 2026, the Company had 221,039,674 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 March 31, 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 are 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).

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 March 31, 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 offour-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 months ended March 31, 2026, no Public Warrants were exercised for shares of commons stock. As of March 31, 2026 and May 1, 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. As of March 31, 2026, the Company has not repurchased any common stock under the share repurchase 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 Company has determined that its Series A Preferred Stock represent participating securities and are a class of common stock. 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, there is no difference between basic and diluted net loss per share of common stock, which also excludes all potential common stock equivalents as their impact on diluted net loss per share 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 months ended March 31, 2026 and March 31, 2025.

For the three months ended March 31, 2026 and March 31, 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:

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:

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:

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

NOTE 7. GOODWILL

The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2026 were as follows:

NOTE 8. INTANGIBLE ASSETS

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

Amortization expense recognized on intangible assets was$37.0 million and $13.0 million for thethree months ended March 31, 2026 and March 31, 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:

Contingent Consideration

Contingent consideration arrangements 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. During the three months ended March 31, 2026 the Company recorded contingent consideration of $1.0 million related to 2026 acquisitions and made payments of $1.3 million. Fair value re-measurements were $1.9 million during the three months ended March 31, 2026. Accordingly, as of March 31, 2026, the Company had $15.2 million of contingent consideration recorded on the condensed consolidated balance sheet, including $12.7 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

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:

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 determined using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. 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:

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 “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 March 31, 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 2.50% to 1.75% for the base rate and from 3.50% to 2.75% for the secured overnight financing rate (“SOFR”), adjusted for statutory reserves. 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 March 31, 2026, the Company has reflected $16.5 million of principal payments as current in the condensed consolidated balance sheet.

As of March 31, 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) a base rate plus an applicable margin equal to 1.75% or (2) SOFR plus an applicable margin equal to 2.75%. For the three months ended March 31, 2026, the Company recorded $1.7 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.

Revolving Credit Facility

The interest rate applicable to borrowings under the Revolving Credit Facility is, at the Company’s option, either: (1) a base rate plus an applicable margin equal to 2.50% or (2) SOFR (adjusted for statutory reserves) plus an applicable margin equal to 3.50%. 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 months ended March 31, 2026, the amortization expense related to debt issuance costs incurred in connection with the Revolving Credit Facility wasimmaterial. As of March 31, 2026 and December 31, 2025, the Company hadno amounts outstanding under its Revolving Credit Facility.

Letters of Credit and Surety Bonds

As of March 31, 2026, the Company had $14.1 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 $71.0 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. As of March 31, 2026, the short-term and long-term outstanding balances of these promissory notes totaled $6.9 million and $6.5 million, respectively. As of March 31, 2026, the Company’s weighted average interest rate on promissory notes was 1.4%.

NOTE 12. FINANCIAL INSTRUMENTS

The Company’s risk management strategy from time to time utilizes interest rate swap agreements to mitigate interest rate exposure on its variable rate debt. The Company has not historically designated these derivatives as hedging instruments and reported these agreements at fair value with unrealized gains and losses recorded within “Interest expense, net” within the condensed consolidated statements of operations and comprehensive income (loss) in the reporting period in which the unrealized gains and losses occurred. During the three months ended March 31, 2026 and March 31, 2025, the Company had no interest rate swap agreements.

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 $16.5 million for the three months ended March 31, 2026 and an income tax provision of $1.5 million for the three months ended March 31, 2025. The effective tax rate, inclusive of discrete items, was 28.4% and (6.0)% for the three months ended March 31, 2026 and March 31, 2025, respectively, which was driven by a combination of the disparity between results of operations as well as the tax jurisdictions across the United States and Canada, permanent non-deductible expenses, and the valuation allowance discussed in further detail below.

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$10.5 million as of March 31, 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 three months ended March 31, 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 ofthree 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 athree-year service period from the grant date or (ii) cliff vest at the end of a one tothree-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 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 athree-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 three months ended March 31, 2026:

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 March 31, 2026 was $7.8 million, consisting of $6.6 million for time-based RSU’s, $0.3 million for market-based RSUs, and $0.9 million for performance-based RSU’s. Share-based compensation expense includes $4.2 million of expense related to the Company’s liability-classified awards during the three months ended March 31, 2026. The total estimated amount of the liability-classified awards is approximately $17.4 million.

As of March 31, 2026, the total unrecognized compensation expense for time-based RSUs was $43.5 million, which is expected to be recognized over a weighted average period of approximately 2.1 years. As of March 31, 2026, the total unrecognized compensation expense for market-based RSUs was $1.1 million, which is expected to be recognized over a weighted average period of approximately 1.0 years. As of March 31, 2026, the total unrecognized compensation expense for performance-based RSUs was $24.8 million, which is expected to be recognized over a weighted average period of approximately 2.7 years. The aggregate intrinsic value of RSUs vested during the three months ended March 31, 2026 was $1.0 million.

Restricted Stock Awards

NV5 historically granted Restricted Stock Awards (“RSAs”) to its employees. The RSAs generally provided for service-based cliff vestingtwo tofour 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 three months ended March 31, 2026:

Share-based compensation expense relating to RSAs during the three months ended March 31, 2026 was $5.1 million. As of March 31, 2026, the total unrecognized share-based compensation expense for RSAs was $29.8 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 three months ended March 31, 2026 was $3.5 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 did not issue any shares of common stock pursuant to the ESPP during the three months ended March 31, 2026. Share-based compensation expense for the Company’s ESPP during the three months ended March 31, 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 Topic No. 280 “Segment Reporting” (“Topic No. 280”). 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 and 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:

(1) Long-lived assets consist of property and equipment, net as identified in “Note 6. Property and equipment.”

(1) Long-lived assets consist of property and equipment, net as identified in “Note 6. Property and equipment.”

The Company disaggregates its revenues from contracts with customers by geographic location, customer type, and contract type for each of its reportable segments. Disaggregated revenues include inter-segment revenues which are ultimately eliminated within Corporate and Eliminations. 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:

Revenues by customer were as follows:

Revenues by contract type were as follows:

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 initial term of this agreement was for the one-year period ended July 30, 2025. The agreement was automatically renewed and automatically renews for successiveone-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. This agreement may only be terminated by the Company upon a vote of a majority of the directors. In the event that this agreement is terminated by the Company, the effective date of the termination will be six months following the expiration of the initial term or a renewal term, as the case may be. During each of the quarters ending March 31, 2026 and March 31, 2025, the Company paid $0.5 million of consulting fees under this contract

No dividends on the Series A Preferred Stock have been declared during the three months ended March 31, 2026.