TIC Solutions, Inc.

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

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

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

Revenues

Revenues were $639.6 million for the three months ended September 30, 2026, an increase of $165.7 million, or 35%, compared to $473.9 million during the three months ended September 30, 2025. The increase in revenues was primarily driven by incremental revenues of $140.7 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting revenues, see “Operating Segment Results” below.

Cost of revenues

Cost of revenues were $413.3 million for the three months ended September 30, 2026, an increase of $92.1 million, or 29%, compared to $321.2 million during the three months ended September 30, 2025. The increase was primarily driven by $79.0 million of incremental cost of revenues resulting from the NV5 Acquisition. For additional information regarding the factors affecting cost of revenues, see “Operating Segment Results” below.

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

Gross profit was $226.3 million for the three months ended September 30, 2026, an increase of $73.6 million, or 48%, compared to $152.7 million during the three months ended September 30, 2025. Gross profit margin was 35% for the three months ended September 30, 2026 compared to 32% during the three months ended September 30, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed incremental gross profit of $61.7 million during the three months ended September 30, 2026 and 46% gross profit margin. NV5’s consulting & engineering and geospatial services have higher gross profit than the TiC Solutions legacy services. For additional information regarding the factors affecting gross profit, see “Operating Segment Results” below.

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 September 30, 2026 and September 30, 2025:

SG&A expenses were $210.3 million for the three months ended September 30, 2026, an increase of $51.1 million, or 32%, compared to $159.2 million during the three months ended September 30, 2025. The increase in SG&A expenses was primarily driven by incremental expenses of$43.1 million resulting from the NV5 Acquisition, increases in amortization expense of$9.8 million resulting from the NV5 and other acquisitions, and increases inshare-based compensation of $5.0 million, partially offset by decreases in acquisition-related transaction and integration expenses.

Depreciation and amortization expense

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

Theincrease in depreciation and amortization expense of$10.4 million, or 20%, was primarily driven by incremental amortization expense $9.8 million resulting from acquisitions.

Interest expense, net

Interest expense, net was $29.3 million for the three months ended September 30, 2026, an increase of $2.7 million, or 10%, compared to $26.5 million during the three months ended September 30, 2025.

Income taxes

The Company recorded an income tax benefit of $1.1 million for the three months ended September 30, 2026 compared to an income tax benefit of $16.6 million during the three months ended September 30, 2025. The income tax benefit for the three months ended September 30, 2026 was primarily driven by a combination of permanent non-deductible expenses, state and foreign taxes, research and development tax credits, and a decrease in excess tax benefits from stock-based payments, partially offset by the release of unrecognized tax benefits. See “Note 13. Income Taxes” for further discussion.

Comparison of the nine months ended September 30, 2026 to the nine months ended September 30, 2025

Revenues

Revenues were $1,712.0 million for the nine months ended September 30, 2026, an increase of $690.0 million, or 68%, compared to $1,022.0 million during the nine months ended September 30, 2025. The increase in revenues was primarily driven by incremental revenues of $681.6 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting revenue, see “Operating Segment Results” below.

Cost of revenues

Cost of revenues were $1,120.2 million for the nine months ended September 30, 2026, an increase of $368.7 million, or 49%, compared to $751.5 million during the nine months ended September 30, 2025. The increase was primarily driven by incremental cost of revenues of $362.4 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting cost of revenues, see “Operating Segment Results” below.

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

Gross profit was $591.8 million for the nine months ended September 30, 2026, an increase of $321.3 million, or 119%, compared to $270.5 million during the nine months ended September 30, 2025. Gross profit margin was 35% for the nine months ended September 30, 2026 compared to 26% during the nine months ended September 30, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed incremental gross profit of $319.2 million during the nine months ended September 30, 2026 and 47% gross profit margin. For additional information regarding the factors affecting gross profit, see “Operating Segment Results” below.

The following table presents SG&A expenses and SG&A expenses as a percentage of revenue for the nine months ended September 30, 2026 and September 30, 2025:

SG&A expenses were $594.0 million for the nine months ended September 30, 2026, an increase of $325.9 million, or 122%, compared to $268.1 million during the nine months ended September 30, 2025. The increase in SG&A expense was primarily driven by incremental expenses of$233.1 million resulting from the NV5 Acquisition, increases in amortization expense of$57.8 million primarily resulting from the NV5 acquisition, increases inshare-based compensation expense of $26.2 million, increases in depreciation expense of $8.9 million resulting from the NV5 Acquisition, and increases in acquisition-related transaction and integration expenses.

Depreciation and amortization expense

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

Theincrease in depreciation and amortization expense of$71.6 million, or 66%, was primarily driven by incremental amortization expense of $57.8 million and depreciation expense of $13.8 million primarily resulting from the NV5 Acquisition.

Interest expense, net

Interest expense, net was $86.6 million for the nine months ended September 30, 2026, an increase of $28.7 million, or 49%, compared to $58.0 million during the nine months ended September 30, 2025. The increase in interest expense, net 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 $20.8 million for the nine months ended September 30, 2026 compared to an income tax benefit of $11.2 million during the nine months ended September 30, 2025. The income tax benefit for the nine months ended September 30, 2026 was primarily driven by a combination of permanent non-deductible expenses, state and foreign taxes, research and development tax credits, and a decrease in excess tax benefits from stock-based compensation payments, partially offset by the release of unrecognized tax benefits. 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 September 30, 2026 to the three months ended September 30, 2025

Revenue

Inspection & Mitigation

Inspection & Mitigation revenues were $318.2 million for the three months ended September 30, 2026, an increase of $25.0 million, or 8.5%, compared to $293.2 million during the three months ended September 30, 2025. The increase primarily reflects higher outage activity resulting from shifts in customer schedules from earlier in the year and increased callout work.

Segment gross profit was $78.8 million for the three months ended September 30, 2026, an increase of $11.9 million, or 17.8%, compared to $66.9 million during the three months ended September 30, 2025. The increase was primarily driven by higher volumes of higher-margin outage activity and a shift in revenue mix toward higher proportions of callout and capital project activity relative to the prior-year period.

Consulting & Engineering

Consulting & Engineering revenues were $223.2 million for the three months ended September 30, 2026, an increase of $103.6 million, or 86.6%, compared to $119.6 million during the three months ended September 30, 2025. The increase reflects a full quarter of revenue resulting from the NV5 Acquisition. During the period, the Consulting & Engineering segment experienced growth primarily attributable to data center, buildings, and infrastructure activity, with data centers growth concentrated in APAC and the United States.

Segment gross profit was $105.8 million for the three months ended September 30, 2026, an increase of $48.0 million, or 83.0%, compared to $57.8 million during the three months ended September 30, 2025. The increase reflects a full quarter of gross profit resulting from the NV5 Acquisition.

Geospatial

Geospatial revenues were $98.3 million for the three months ended September 30, 2026, an increase of $37.2 million, or 60.8%, compared to $61.1 million during the three months ended September 30, 2025. The increase reflects a full quarter of revenue resulting from the NV5 Acquisition. During the period, the Geospatial segment experienced growth primarily attributable to work for power and utilities clients and federal agencies.

Segment gross profit was $41.7 million during the three months ended September 30, 2026, an increase of $13.7 million, or 49.0%, compared to $28.0 million during the three months ended September 30, 2025. The increase reflects a full quarter of gross profit resulting from the NV5 Acquisition.

Comparison of the nine months ended September 30, 2026 to the nine months ended September 30, 2025

Revenue

Inspection & Mitigation

Inspection & Mitigation revenues were $849.7 million for the nine months ended September 30, 2026, an increase of $8.4 million, or 1%, compared to $841.3 million during the nine months ended September 30, 2025. The increase primarily reflects increased callout activity, partially offset by lower outage activity resulting from shifts in customer schedules and the impact of customer site losses in 2025.

Segment gross profit was $186.8 million for the nine months ended September 30, 2026, an increase of $2.1 million, or 1%, compared to $184.7 million during the nine months ended September 30, 2025. The increase was primarily driven by higher volumes of callout and capital project activity and an associated shift in revenue mix away from run-and-maintain activity relative to the prior-year period. This was partially offset by lower outage activity resulting from shifts in customer schedules.

Consulting & Engineering

Consulting & Engineering revenues were $617.2 million for the nine months ended September 30, 2026, an increase of $497.6 million, or 416%, compared to $119.6 million during the nine months ended September 30, 2025. The increase reflects a full year of revenue resulting from the NV5 Acquisition. During the period, the Consulting & Engineering segment experienced growth primarily attributable to data center, buildings, and infrastructure activity, with data centers growth concentrated in APAC and the United States.

Segment gross profit was $292.6 million for the nine months ended September 30, 2026, an increase $234.8 million, or 406%, compared to $57.8 million during the nine months ended September 30, 2025. The increase reflects a full year of gross profit resulting from the NV5 Acquisition.

Geospatial

Geospatial revenues were $245.1 million for the nine months ended September 30, 2026, an increase of $184.0 million, or 301%, compared to $61.1 million during the nine months ended September 30, 2025. The increase reflects a full year of revenue resulting from the NV5 Acquisition. During the period, the Geospatial segment experienced growth primarily attributable to work for state and regional governments and work for power and utilities clients.

Segment gross profit was $112.3 million for the nine months ended September 30, 2026, an increase of $84.4 million, or 302%, compared to $28.0 million during the nine months ended September 30, 2025. The increase reflects a full year of gross profit resulting from the NV5 Acquisition.

Liquidity and Capital Resources

Overview

Overall, we believe that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under the revolving credit facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants over the next 12 months and for the foreseeable future. Our uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital 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

As of September 30, 2026, wehad $1.6 billionof indebtedness outstanding under the Term Loans. We also havea$125.0 million five-year senior secured Revolving Credit Facility, of which up to $50.0 millioncan be used for the issuance of letters of credit. As of September 30, 2026, no borrowings were outstanding under the Revolving Credit Facility; however, outstanding letters of credit reduced the amount available for borrowing under the facility, see Note 11. Long-Term Debt” for further information on letters of credit. For discussion of the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment to our Credit Agreement, see “Note 11. Long-Term Debt” of the notes to our unaudited condensed consolidated financial statements.

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

Cash Flows

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

Operating activities

Net cash provided by operating activities for the nine months ended September 30, 2026 was $36.6 million, a decrease of $8.7 million compared to cash provided by operating activities of $45.3 million during the nine months ended September 30, 2025. The decrease was a result of changes in our working capital, partially offset by increases in our net income adjusted for noncash items primarily driven by increased revenues. The changes in our working capital that contributed to decreased cash flows from operations were primarily a result of increases in accounts receivable of $121.6 million and increases in contract assets of $13.6 million due to timing of project billing cycles, partially offset by increases in accrued expenses and other current liabilities of $55.9 million due to timing of payments.

Investing activities

For the nine months ended September 30, 2026, net cash used in investing activities was $216.4 million, a decrease of $640.0 million compared to net cash used in investing activities of $856.4 million during the nine months ended September 30, 2025. The decrease in cash used in investing activities was primarily a result of decreases in cash paid for acquisitions of $658.4 million, partially offset by increases in purchases of property and equipment of $18.3 million.

Financing activities

For the nine months ended September 30, 2026, net cash used in financing activities was $58.2 million, an increase of $892.1 million compared to net cash provided by financing activities of $833.9 million during the nine months ended September 30, 2025. The increase in cash used in financing activities was primarily a result of a decrease in proceeds from long-term borrowings of $875.0 million, an increase in payments related to repurchases of common stock of $22.7 million, and an increase in payments on finance lease obligations and other long-term debt of $16.0 million, partially offset by a decrease in payments of debt issuance costs of $24.3 million.

Effect of exchange rate changes

For the nine months ended September 30, 2026 and September 30, 2025, the effect of foreign exchange rate changes on cash was $(3.6) million and $2.5 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 nine months ended September 30, 2026 and September 30, 2025, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recently Issued Accounting Pronouncements

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

Critical Accounting Estimates

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