TIC Solutions, Inc.

The comparability of our operating results for the three months ended March 31, 2026 and March 31, 2025 was impacted by the NV5 Acquisition. 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:

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025

Revenues

Revenues were $488.0 million for the three months ended March 31, 2026, an increase of $253.8 million, or 108%, compared to $234.2 million during the three months ended March 31, 2025. The increase in revenues was primarily driven by incremental revenues of $253.2 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, revenues increased by $0.6 million due to increased call-out and outage work, which was partially offset by lower run-and-maintain and capital project activity.

Cost of revenues

Cost of revenues were $326.7 million for the three months ended March 31, 2026, an increase of $136.2 million, or 71%, compared to $190.5 million during the three months ended March 31, 2025. The increase was primarily driven by incremental cost of revenues of $132.7 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, cost of revenues increased $3.5 million which was primarily driven by a decline in higher-margin capital project work and an associated shift in revenue mix toward callout and lower-margin run-and-maintain activity.

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 March 31, 2026 and March 31, 2025:

Gross profit was $161.3 million for the three months ended March 31, 2026, an increase of $117.6 million, or 269%, compared to $43.7 million during the three months ended March 31, 2025. Gross profit margin was 33.1% for the three months ended March 31, 2026 compared to 18.6% during the three months ended March 31, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $120.5 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. Excluding the NV5 Acquisition, gross profit decreased $2.9 million. The decrease was primarily due to a decline in higher-margin capital project work and an associated shift in revenue mix toward callout and lower-margin run-and-maintain activity relative to the prior-year period.

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 March 31, 2026 and March 31, 2025:

SG&A expenses were $150.3 million for the three months ended March 31, 2026, an increase of $110.5 million, or 277%, compared to $39.9 million during the three months ended March 31, 2025. The increase in SG&A expense was primarily driven by incremental expenses of$95.3 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, SG&A expenses increased $15.2 million. The increase was primarily driven by an increase in share-based compensation and acquisition-related expenses.

Depreciation and amortization expense

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

This increase in depreciation and amortization expense of$30.3 million, or 106%, was primarily driven by incremental amortization expense of $23.0 million and depreciation expense of $5.2 million resulting from the NV5 Acquisition.

Interest expense, net

Interest expense, net was $29.0 million for the three months ended March 31, 2026, an increase of $13.0 million, or 81%, compared to $16.0 million during the three months ended March 31, 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 $16.5 million for the three months ended March 31, 2026 compared to an income tax expense of $1.5 million during the three months ended March 31, 2025. The income tax benefit for the three months ended March 31, 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 March 31, 2026 to the three months ended March 31, 2025

Revenue

Cost of revenue

Gross profit

Inspection and Mitigation

Inspection and Mitigation revenues were $234.8 million for the three months ended March 31, 2026, an increase of $0.6 million, or 0.3%, compared to $234.2 million during the three months ended March 31, 2025. The increase primarily reflects higher call-out and outage activity, which was partially offset by a decline in capital project and construction work, as well as continued softness in the chemicals end market.

Segment gross profit was $40.8 million for the three months ended March 31, 2026, a decrease of $2.9 million, or 6.7%, compared to $43.7 million during the three months ended March 31, 2025. The decrease was primarily driven by a decline in higher-margin capital project work and an associated shift in revenue mix toward callout and lower-margin run-and-maintain activity, as well as increased depreciation expense.

Consulting Engineering

Consulting Engineering revenue was $187.3 million for the three months ended March 31, 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 center growth concentrated in APAC and growth in infrastructure work concentrated in the eastern United States. Segment gross profit was $89.2 million for the three months ended March 31, 2026.

Geospatial

Geospatial revenue was $65.9 million for the three months ended March 31, 2026 due to the NV5 Acquisition. During the period, the Geospatial segment experienced normal course growth in government work primarily related to projects with federal agencies. Segment gross profit was $31.4 million for the three months ended March 31, 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. Our uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expe nditures 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

We havea $775.0 million senior secured 2024 Term Loan and an $875.0 million senior secured 2025 Term Loan under the Term Loan Facility, as well as a $125.0 million five-year senior secured revolving credit facility, of which up to $20.0 millioncan be used for the issuance of letters of credit. As of March 31, 2026, wehad $1.6 billionof indebtedness outstanding under the Term Loans and no amounts outstanding under the Revolving Credit Facility. For discussion of the First Amendment to our Credit Agreement, and the Second Amendment, 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 March 31, 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:

Operating activities

Net cash provided by operating activities for the three months ended March 31, 2026 was $9.9 million, a decrease of $22.9 million compared to cash provided by operating activities of $32.8 million during the three months ended March 31, 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 $18.2 million and increases in contract assets of $19.5 million due to timing of project billing cycles, partially offset by increases in accrued expenses and other current liabilities of $13.1 million and increases in contract liabilities of $4.4 million.

Investing activities

For the three months ended March 31, 2026, net cash used in investing activities was $8.3 million, a decrease of $3.9 million compared to net cash used in investing activities of $12.2 million during three months ended March 31, 2025. The decrease in cash used in investing activities was primarily a result of decreased cash paid for acquisitions of $4.1 million.

Financing activities

For the three months ended March 31, 2026, net cash used in financing activities was $12.9 million, an increase of $7.3 million compared to net cash used in financing activities of $5.6 million during the three months ended March 31, 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 $6.3 million and an increase in payments on long-term borrowings of $2.2 million, partially offset by a decrease in payments of debt issuance costs of $1.2 million.

Effect of exchange rate changes

For the three months ended March 31, 2026 and March 31, 2025, the effect of foreign exchange rate changes on cash was $(1.7) million and $1.6 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 three months ended March 31, 2026 and March 31, 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.