TIC Solutions Solutions reported a net loss of $11.11 million for the three months ended Sep 30, 2026.

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

20 unchanged paragraphs

The number of shares of the registrant's common stock outstanding as of July 31, October 30, 2026, was 218,220,356 218,228,113 .

1 unchanged paragraph

Financial statements 112 changes

2 unchanged paragraphs

Contract assets 203,819 154,439

Other assets 9,650 17,024

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 362,420 197,908 $ 439,536

Accounts receivable, net 381,200 471,348 366,293

Contract assets 212,592 154,439

Prepaid expenses and other current assets 66,898 65,268 60,768

Total current assets 1,014,337 947,116 1,021,036

Property and equipment, net 241,117 248,209 255,625

Operating lease right-of-use assets, net 52,598 56,866 60,209

Goodwill 1,661,520 1,756,474 1,649,595

Intangible assets, net 1,311,901 1,350,970 1,391,382

Other assets 39,572 17,024

Total assets $ 4,292,521 4,400,603 $ 4,396,309

2 unchanged paragraphs

Accounts payable $ 57,217 $ 60,426

Contract liabilities 61,844 47,846

Accounts payable $ 82,575 $ 60,426

Accrued expenses and other current liabilities 174,686 224,225 151,626

Contract liabilities 63,082 47,846

Current portion of long-term debt 23,129 23,118 25,511

Current portion of lease obligations 31,280 31,933 33,584

Total current liabilities 348,156 424,933 318,993

Long-term debt, net of current portion 1,589,615 1,586,478 1,587,686

Non-current lease obligations 58,992 64,937 66,049

Deferred tax liabilities 185,110 197,963 222,955

Other non-current liabilities 14,361 17,885 20,710

Total liabilities 2,196,234 2,292,196 2,216,393

3 unchanged paragraphs

Accumulated deficit ( 248,996 ) ( 194,105 )

Common stock, $ 0.0001 par value, 218,987,253 218,117,196 and 220,485,045 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 2,369,710 2,372,250 2,362,943

Accumulated deficit ( 260,108 ) ( 194,105 )

Accumulated other comprehensive income (loss) ( 24,448 3,756 ) 11,057

Total stockholders' equity 2,096,287 2,108,407 2,179,916

Total liabilities and stockholders' equity $ 4,292,521 4,400,603 $ 4,396,309

3 unchanged paragraphs

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Cost of revenue 380,189 239,824 706,917 430,370

Gross profit 204,158 74,101 365,459 117,770

Selling, general and administrative expenses 193,316 55,751 383,680 108,860

Three Months Ended Six Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Cost of revenue 413,291 321,161 1,120,207 751,531

Gross profit 226,329 152,727 591,788 270,497

Selling, general and administrative expenses 210,337 159,240 594,016 268,099

1 unchanged paragraph

Interest expense, net 28,365 15,451 57,386 31,458

Income tax provision (benefit)

Net loss allocated to common stockholders $ ( 13,281 ) $ ( 231 ) $ ( 54,639 ) $ ( 25,814 )

Interest expense, net 29,251 26,521 86,637 57,979

Income Loss before income tax benefit (expense)

Undistributed loss allocated to Series A Preferred Stock 61 2 252 212 51 82 303 289

Net loss allocated to common stockholders $ ( 11,061 ) $ ( 13,808 ) $ ( 65,700 ) $ ( 39,627 )

1 unchanged paragraph

Net loss $ ( 13,342 ) $ ( 233 ) $ ( 54,891 ) $ ( 26,026 )

Net loss $ ( 11,112 ) $ ( 13,890 ) $ ( 66,003 ) $ ( 39,916 )

1 unchanged paragraph

Fair value change – cash flow hedge, ( 1,168 ) — ( 1,168 net of tax 23,022 — 21,855 —

2 unchanged paragraphs

Common stock, basic and diluted $ ( 0.06 ) $ ( 0.00 ) $ ( 0.25 ) $ ( 0.21 )

Common stock, basic and diluted $ ( 0.05 ) $ ( 0.08 ) $ ( 0.30 ) $ ( 0.29 )

Series A Preferred Stock, basic and diluted $ ( 0.06 0.05 ) $ ( 0.00 0.08 ) $ ( 0.25 0.30 ) $ ( 0.21 0.29 )

1 unchanged paragraph

Common stock, basic 217,216,768 121,476,215 217,233,878 121,476,215

Common stock, diluted 218,216,768 122,476,215 218,233,878 122,476,215

Common stock, basic 216,010,350 167,229,501 216,821,553 136,894,905

Common stock, diluted 217,010,350 168,229,501 217,821,553 137,894,905

4 unchanged paragraphs

Common Stock Series A Preferred Stock

10 unchanged paragraphs

Restricted stock issuance issuances and restricted stock unit vestings, net ( 459,229 ) — — — ( 2,762 ) — — ( 2,762 )

5 unchanged paragraphs

Net loss — — — — — ( 11,112 ) — ( 11,112 )

Share-based compensation expense — — — — 10,293 — — 10,293

Restricted stock issuances and restricted stock unit vestings, net 8,638 — — — ( 778 ) — — ( 778 )

Repurchases of common stock ( 878,695 ) — — — ( 6,975 ) ( 6,975 )

Other comprehensive income

Balances at September 30, 2026 218,117,196 $ 21 1,000,000 $ — $ 2,372,250 $ ( 260,108 ) $ ( 3,756 ) $ 2,108,407

See accompanying notes to unaudited condensed consolidated financial statements.

12 unchanged paragraphs

Share-based compensation expense

Equity consideration issued in conjunction with NV5 Acquisition 73,184,470 7 — — 768,297 — — 768,304

Restricted stock awards issued for converted NV5 awards in conjunction with the NV5 Acquisition 7,280,777 — — — — — — —

Fair value of NV5 replaced awards included in purchase consideration for pre-combination service — — — — 29,744 — — 29,744

Restricted stock unit vestings 96,666 — — — — — — —

Other comprehensive loss

Balances at September 30, 2025 202,038,128 $ 19 1,000,000 $ — $ 2,100,300 $ ( 146,905 ) $ ( 2,687 ) $ 1,950,727

3 unchanged paragraphs

June September 30, 2026 June September 30, 2025

2 unchanged paragraphs

Depreciation and amortization 119,303 58,136

Noncash lease expense 12,235 5,139

Share-based compensation expense 24,237 2,980

1 unchanged paragraph

5 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

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and 32 more changes in the filing

Note 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 4 changes

2 unchanged paragraphs

The Company operates primarily in North America and serves a diversified base of clients across its principal end markets: oil and gas, industrials, buildings, power and utilities, infrastructure, natural resources, and aerospace and defense. Within these markets, the Company supports oil sands, refining, midstream, and upstream operations; manufacturing, fabrication, chemical, and metal-processing facilities; commercial, data center, institutional, and residential buildings; power generation, gas transmission and distribution, and electricity infrastructure; geospatial and environmental services; highways and roads, transportation, water, and parks and recreation; and federal, state, regional, and municipal customers across public-sector applications.

The Company operates primarily in North America, serving a diversified base of clients across the following principal end markets: oil and gas, industrials, buildings, power and utilities, infrastructure, natural resources, and aerospace and defense. Within these markets, the Company supports critical facilities and projects—ranging from energy production, manufacturing, and utility grids to commercial buildings, data centers, geospatial services, civil infrastructure, environmental services, and public-sector operations at the federal, state, and local levels.

15 unchanged paragraphs

As of June September 30, 2026, the Company had $ 1.2 1.3 billion of remaining performance obligations, of which approximately $ 883 million 1.0 billion is expected to be recognized over the next 12 months and the majority of the remaining balance over the next 24 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.

4 unchanged paragraphs

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 and six nine months ended June September 30, 2026, revenue recognized related to the Company's contract liabilities that existed as of December 31, 2025 was not material.

8 unchanged paragraphs

Note 2: BUSINESS COMBINATIONS 23 changes

During the six nine months ended June September 30, 2026, the Company completed four eight acquisitions, which were not individually significant to the consolidated financial statements. Total gross cash consideration for the acquisitions was approximately $190.0 million including $ 13.9 177.9 million cash paid, net of cash acquired. The Company recorded approximately $ 6.5 97.9 million of goodwill and $ 85.1 million of intangible assets related to the these acquisitions. The intangible assets consist of an estimated $ 75.8 million of customer relationships, $ 2.8 million of trade names, and $ 6.5 million of customer backlog. Expected goodwill deductible for income tax purposes is immaterial. 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.

3 unchanged paragraphs

The NV5 Acquisition was accounted for under the acquisition method of accounting. The purchase price has been preliminarily was 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 was completed within the one-year measurement period as required by ASC 805 which the Company expects to be in the third quarter of 2026. The NV5 Acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the fair values of assets and liabilities as of the 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 was 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, $ 522.8 523.8 million, and $ 247.0 250.2 million to the Inspection & 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:

3 unchanged paragraphs

Recognized amounts of Identifiable assets acquired and liabilities assumed:

2 unchanged paragraphs

Contract assets 109,331

Contract assets 108,402

5 unchanged paragraphs

Accrued expenses and other current liabilities ( 104,939 109,177 )

5 unchanged paragraphs

During the six three and nine months ended June September 30, 2026, the Company recorded fair value adjustments during the measurement period primarily related to estimate at completion updates for circumstances that existed as of the acquisition date of August 4, 2025. These measurement period adjustments included updates to contract assets and contract liabilities due to changes in cost estimates associated with ongoing projects acquired on the acquisition date, as well as adjustments related to a legal reserve, and corresponding adjustment adjustments to deferred tax liabilities, resulting in a net impact increase to goodwill of $ 19.6 4.2 million as of June and $ 23.8 million during the three and nine months ended September 30, 2026, respectively. The Company also recorded other measurement period adjustments that were not individually material resulting in a net impact increase to goodwill of $ 2.1 million as during nine months ended of June September 30, 2026. See "Note 7. Goodwill" for further details.

6 unchanged paragraphs

The weighted average 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.

1 unchanged paragraph

Pro Forma Consolidated Financial Information

The following pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 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.

Three Months Ended Six Months Ended

Net revenue $ 565,910 $ 1,034,170

Net loss $ ( 6,650 ) $ ( 49,759 )

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.

1 unchanged paragraph

During the year ended December 31, 2025, the Company completed seven other business combinations, which were not individually significant to the consolidated financial statements. either individually or in the aggregate. Total aggregate consideration was $ 45.8 million. The Company recorded a total $ 17.6 17.7 million of goodwill related to these acquisitions, of which $ 9.8 9.9 million was assigned to the Inspection & Mitigation reportable segment, $ 1.9 million was assigned to the Consulting & Engineering reportable segment, and $ 5.9 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 of each acquisition as required by ASC 805. The Measurement period adjustments recorded were not material.

Pro Forma Financial Information

The following pro forma financial information reflects the results of operations of the Company for the three and nine months ended September 30, 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.

Three Months Ended Nine Months Ended

Net revenue $ 568,648 $ 1,602,817

Net loss $ ( 6,720 ) $ ( 58,074 )

Pro forma financial information is presented as if the operations 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 acquisitions 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; and 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.

Note 3: STOCKHOLDERS' EQUITY 5 changes

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 June September 30, 2026, the Compan y had 218,987,253 218,117,196 shar es of common stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding.

1 unchanged paragraph

The Company has 1,000,000 shares of Series A Preferred Stock issued and outstanding as of June September 30, 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.

4 unchanged paragraphs

The 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 share s of common stock as of June September 30, 2026. All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the common stock.

7 unchanged paragraphs

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 and six nine months ended June September 30, 2026, no Public Warrants were exercised for shares of common stock. As of June September 30, 2026, the Company had 14,952,860 Public Warrants outstanding for approximately 3,738,215 shares of common stock.

1 unchanged paragraph

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. During the three nine months ended June September 30, 2026, we the Company repurchased 1,878,217 2,756,912 shares of our common stock under the program at an average price of $ 8.33 8.20 per share. As of June September 30, 2026, approximately $ 184.4 177.4 million remained available for repurchase under the 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 14 changes

2 unchanged paragraphs

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

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 and six nine months ended June September 30, 2026 and June September 30, 2025.

Three Months Ended Six Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

6 unchanged paragraphs

Undistributed loss allocated to common stock $ ( 13,281 ) $ ( 231 ) $ ( 54,639 ) $ ( 25,814 )

Undistributed loss allocated to common stock $ ( 11,061 ) $ ( 13,808 ) $ ( 65,700 ) $ ( 39,627 )

9 unchanged paragraphs

Restricted stock awards 3,151,618 — 3,260,838 —

Restricted stock units 2,205,996 2,189,643 1,891,184 2,071,531

For the three and six nine months ended June September 30, 2026 and June September 30, 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:

Three Months Ended Six Nine Months Ended

Potentially dilutive securities June September 30, 2026 June September 30, 2025 June September 30, 2026 June September 30, 2025

Restricted stock awards 2,646,664 2,665,421 3,049,327 888,474

Restricted stock units 3,033,303 2,069,320 2,382,883 2,028,342

1 unchanged paragraph

(1) For the three and six nine months ended June September 30, 2026, and the three months ended June September 30, 2025, the stock options and warrants were out of the money.

1 unchanged paragraph

Note 5: ACCOUNTS RECEIVABLE AND CONTRACT ASSETS 8 changes

1 unchanged paragraph

Accounts receivables $ 382,834 $ 369,669

Contract assets 204,262 154,510

June September 30, 2026 December 31, 2025

Accounts receivable $ 473,877 $ 369,669

Contract assets 213,480 154,510

Allowance for credit losses ( 2,077 3,417 ) ( 3,447 )

Total accounts receivables and contract assets, net $ 585,019 683,940 $ 520,732

The Company records an allowance allowances for credit losses for accounts receivable and contract assets based on management's expected credit losses. Management's estimate of expected credit losses which is based on its assessment of the business environment, customers' financial condition, historical collection experience, accounts receivable aging and customer disputes.

1 unchanged paragraph

Note 6: PROPERTY AND EQUIPMENT 11 changes

1 unchanged paragraph

Useful Life (Years) June September 30, 2026 December 31, 2025

Land $ 6,009 6,002 $ 6,179

Buildings and leasehold improvements 25 25,966 26,642 25,364

3 unchanged paragraphs

Accumulated depreciation ( 122,916 ) ( 88,064 )

Construction in progress 13,827 17,853 11,238

Total property and equipment 364,033 388,628 343,689

Accumulated depreciation ( 140,419 ) ( 88,064 )

Property and equipment, net $ 241,117 248,209 $ 255,625

1 unchanged paragraph

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Three Months Ended Six Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

2 unchanged paragraphs

Note 7: GOODWILL 5 changes

The changes in the carrying amount of goodwill by reportable segment for the six nine months ended June September 30, 2026 were as follows:

3 unchanged paragraphs

Currency adjustments ( 18,095 ) — — ( 18,095 )

Balance at June 30, 2026 $ 879,149 $ 529,506 $ 252,865 $ 1,661,520 (1) Measurement period adjustments for the Inspection & Mitigation segment relate to an acquisition that was not considered significant during the six months ended June 30, 2026. With respect to the NV5 Acquisition, measurement period adjustments were $ 7.8 million for the Consulting & Engineering segment and $ 13.9 million for the Geospatial segment. The Company also recorded measurement period adjustments within the Consulting & Engineering and Geospatial segments related to other acquisitions that were not considered significant during the six months ended June 30, 2026.

Currency adjustments ( 18,864 ) 19 ( 14 ) ( 18,859 )

Balance at September 30, 2026 $ 878,508 $ 546,560 $ 331,406 $ 1,756,474 (1) Measurement period adjustments for the Inspection & Mitigation segment relate to an acquisition that was not considered significant during the nine months ended September 30, 2026. Adjustment amounts representing $ 8.8 million for the Consulting & Engineering segment and $ 17.1 million for the Geospatial segment represent changes related to the NV5 Acquisition. The remaining changes are related to measurement period adjustments within the Consulting & Engineering and Geospatial segments for other acquisitions that were not considered significant during the nine months ended September 30, 2026. The NV5 measurement period adjustments included updates to contract assets and contract liabilities due to changes in cost estimates associated with ongoing projects acquired on the acquisition date, adjustments related to a legal reserve, and corresponding adjustments to deferred tax liabilities.

Note 8: INTANGIBLE ASSETS 10 changes

1 unchanged paragraph

Life (Years) June September 30, 2026 December 31, 2025

3 unchanged paragraphs

Customer relationships 13.0 $ 1,276,464 $ ( 127,005 ) $ 1,149,459 $ 1,282,032 $ ( 82,609 ) $ 1,199,423

Customer backlog 1.2 88,741 ( 53,315 ) 35,426 88,466 ( 31,126 ) 57,340

Tradenames 12.1 137,995 ( 16,114 ) 121,881 139,498 ( 11,059 ) 128,439

Technology 2.7 7,949 ( 2,814 ) 5,135 8,019 ( 1,839 ) 6,180

Customer relationships 12.6 $ 1,346,720 $ ( 151,855 ) $ 1,194,865 $ 1,282,032 $ ( 82,609 ) $ 1,199,423

Customer backlog 0.9 94,916 ( 65,288 ) 29,628 88,466 ( 31,126 ) 57,340

Tradenames 11.6 140,742 ( 18,901 ) 121,841 139,498 ( 11,059 ) 128,439

Technology 2.4 7,946 ( 3,310 ) 4,636 8,019 ( 1,839 ) 6,180

Amortization expense recognized on intangible assets was $ 37.2 40.3 million and $ 13.2 30.5 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 74.1 114.4 million and $ 26.2 56.7 million for the six nine months ended June September 30, 2026 and 2025, respectively.

Note 9: ACCRUED EXPENSES AND OTHER LIABILITIES 8 changes

2 unchanged paragraphs

June September 30, 2026 December 31, 2025

Accrued salaries, wages and related employee benefits $ 78,794 106,128 $ 58,655

Accrued operating expenses 67,269 85,624 63,426

Accrued taxes payable 12,639 13,878 10,873

Current portion of contingent consideration 4,788 5,600 8,608

Other accrued expenses 11,196 12,995 10,064

Total accrued expenses and other current liabilities $ 174,686 224,225 $ 151,626

1 unchanged paragraph

Contingent consideration arrangements, which are tied to the future performance of the acquired business, 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. As of June September 30, 2026, the Company had $ 7.3 11.0 million of contingent consideration recorded on the condensed consolidated balance sheet, including $ 4.8 5.6 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. Fair value re-measurements were immaterial during the three and six nine months ended June September 30, 2026.

Note 11: LONG-TERM DEBT 15 changes

1 unchanged paragraph

Maturity Date June September 30, 2026 December 31, 2025

Term Loans July 30, 2031 $ 1,631,804 1,627,724 $ 1,635,935

1 unchanged paragraph

Promissory notes 14,764 14,025 15,273

Less: Unamortized deferred financing costs ( 33,824 32,153 ) ( 38,011 )

Total debt, net 1,612,744 1,609,596 1,613,197

1 unchanged paragraph

2024 Credit Agreement

Current portion of promissory notes ( 6,811 6,800 ) ( 8,986 )

Long-term debt, net of current portion $ 1,589,615 1,586,478 $ 1,587,686

2 unchanged paragraphs

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 not exceed 5.85 to 1.00. As of June September 30, 2026, the Company was in compliance with the covenants under the Credit Facility.

4 unchanged paragraphs

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 June September 30, 2026, the Company has reflected $ 16.3 million of principal payments as current in the condensed consolidated balance sheet.

2 unchanged paragraphs

The Company evaluated the Third Amendment under ASC 470-50, Debt Modifications and Extinguishments , and concluded that the transaction was accounted for as a modification with respect to lenders that exchanged their existing Term Loans for Third Amendment Term Loans. For lenders whose existing Term Loans were prepaid in full at par, the Company accounted for the transaction as an extinguishment and recognized a loss on extinguishment of debt of $ 0.8 million during the three and six nine months ended June September 30, 2026, representing the write-off of unamortized debt issuance costs, which is included in other income, net in the condensed consolidated statements of operations. Third-party costs incurred in connection with the modification of $ 1.2 million were expensed as incurred.

As of June September 30, 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) SOFR plus an applicable margin equal to 2.50 % or (2) a base rate plus an applicable margin equal to 1.50 %. For the three and six nine months ended June September 30, 2026, the Company recorded $ 1.7 million and $ 3.4 5.1 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.

6 unchanged paragraphs

As of June September 30, 2026, the interest rate applicable to borrowings under the Revolving Credit Facility is, at the Company's option, either: (1) SOFR, adjusted for statutory reserves, plus an applicable margin equal to 3.50 2.50 % or (2) a base rate plus an applicable margin equal to 2.50 1.50 %. 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 and six nine months ended June September 30, 2026, the amortization expense related to debt issuance costs incurred in connection with the Revolving Credit Facility was immaterial . As of June September 30, 2026 and December 31, 2025, the Company had no amounts outstanding under its Revolving Credit Facility.

1 unchanged paragraph

As of June September 30, 2026, the Company had $ 13.9 29.6 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 $ 73.6 72.4 million in surety bonds outstanding, which are not a component of the Revolving Credit Facility.

The Company has outstanding uncollateralized promissory notes due to sellers issued in connection with prior acquisitions completed by NV5 prior to the NV5 Acquisition. These promissory notes represent deferred purchase price and are not tied to the performance of the acquired business. As of June September 30, 2026, the short-term and long-term outstanding balances of these promissory notes totaled $ 6.8 million and $ 8.0 7.2 million, respectively. As of June September 30, 2026, the Company's weighted average interest rate on promissory notes was 1.1 1.2 %.

Note 12: FINANCIAL INSTRUMENTS 19 changes

1 unchanged paragraph

The Company is exposed to variability in interest payments rate risk on its variable-rate Term Loans and from time to time may use selectively utilizes derivative financial instruments to manage its this exposure. to changes in interest rates. The Company does not enter into derivative instruments transactions for trading or speculative purposes.

In May 2026, the Company entered into a pay-fixed, receive-variable an interest rate swap with a an aggregate notional amount of $ 800.0 million, The swap is designated as a cash flow hedge of against the variability in interest payments on rate variability of a corresponding portion of the Company's its variable-rate Term Loans attributable to changes in one-month Term SOFR. Under The terms of the swap the Company pays a fixed interest rate of 3.91 % and receives one-month Term SOFR, subject to a zero -percent floor. The swap matures in July 2031, consistent coterminous with the maturity date of the Term Loans.

As of September 30, 2026, the total outstanding principal balance of the Term Loans was $ 1,627.7 million. After giving effect to the interest rate swap, $ 800.0 million bears interest at an effective fixed rate of 6.41 %, comprising the 3.91 % fixed swap rate plus the 2.50 % contractual spread. The remaining $ 827.7 million remains subject to floating interest rates at one-month Term SOFR plus the 2.50 % contractual spread.

2 unchanged paragraphs

Balance Sheet Classification Notional Amount June 30, 2026 June 30, 2026

Interest rate swap Other non-current liabilities $ 800,000 $ — $ 1,168

The following table presents the notional amount, fair value and balance-sheet presentation of the Company's derivative instrument designated as a cash flow hedge as of September 30, 2026:

Notional Amount Derivative Asset Derivative Liability

Balance Sheet Classification

Interest rate swap Other assets $ 800,000 $ 29,486 $ —

2 unchanged paragraphs

Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

The following table presents the pre-tax effect of the Company's derivative designated as a cash flow hedge on other comprehensive income (loss), including the related income tax effect, and amounts reclassified into earnings:

Three Months Ended September 30, 2026 Nine Months Ended September 30, 2026

Loss Gain recognized in other comprehensive income (loss), before tax $ 1,168 30,653 $ 1,168 29,486

Income tax expense related to gain recognized in other comprehensive income (loss) $ 7,631 $ 7,631

Gain recognized in other comprehensive income (loss), net of tax $ 23,022 $ 21,855

Loss (gain) reclassified from accumulated other comprehensive income (loss) into interest expense $ — 449 $ — 449

At September 30, 2026, accumulated other comprehensive income (loss) included amounts related to the interest rate swap, net of the related deferred income tax liability of $ 7.6 million. The related deferred income tax liability is included in the Company's deferred tax liabilities.

Monthly settlements under the interest rate swap are recognized as a component of interest expense during the period in which the related interest payments affect earnings. During the settlements made before June three and nine months ended September 30, 2026, were excluded from the interest rate swap's period-end fair value and were not previously recognized in accumulated other comprehensive income (loss). Accordingly, no amounts were Company reclassified losses of $ 0.4 million from accumulated other comprehensive income (loss) into earnings during interest expense related to net settlements under the three or six months ended June 30, 2026. interest rate swap.

As of June September 30, 2026, the Company expects to reclassify a net gain of approximately $ 0.4 4.3 million from accumulated other comprehensive income (loss) into interest expense during the next 12 twelve months based on the present value of net settlements expected during that period under the interest rate swap.

Note 13: INCOME TAXES 3 changes

1 unchanged paragraph

The Company recorded an income tax benefit of $ 3.2 1.1 million and $ 19.7 20.8 million for the three and six nine months ended June September 30, 2026, respectively. The effective tax rate, inclusive of discrete items, was 19.5 9.4 % and 26.4 24.0 % for the three and six nine months ended June September 30, 2026, which was driven by a combination of permanent non-deductible expenses, state and foreign taxes, and research and development tax credits.

The Company recorded an income tax expense benefit of $ 3.9 16.6 million and $ 5.4 11.2 million for the three and six nine months ended June September 30, 2025, respectively. The effective tax rate, inclusive of discrete items, was 106.3 54.4 % and ( 26.0 21.9 % for the three and six nine months ended June September 30, 2025, which is driven by a combination of permanent non-deductible expenses, state and foreign taxes, research and development tax credits, and the valuation allowance recorded as of June September 30, 2025.

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 $ 11.1 million as of June 30, 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 six nine months ended June September 30, 2026.

Note 14: STOCK-BASED COMPENSATION 13 changes

1 unchanged paragraph

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 of three types: time-based units, market-based units and performance-based units, that are settled in shares of the Company's common stock upon vesting.

2 unchanged paragraphs

Below is a summary of RSU activity for the six nine months ended June September 30, 2026:

Time Vesting Units Market Vesting Units Performance Vesting Units

2 unchanged paragraphs

Unvested as of June 30, 2026 5,104,120 $ 7.80 509,196 $ 5.32 3,110,579 $ 8.09

Unvested as of September 30, 2026 4,946,189 $ 7.74 506,696 $ 5.32 2,989,463 $ 8.00

Share-based compensatio n 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 June September 30, 2026 was $ 6.0 7.2 million, consisting of $ 4.3 4.8 million for time-based RSU's, $ 0.2 0.3 million for market-based RSUs, and $ 1.5 2.1 million for performance-based RSU's. Share-based compensation expense includes $ 0.5 1.0 million of expense related to the Company's liability-classified awards during the three months ended June September 30, 2026. Share-based compensation expense for the Company's RSUs during the three months ended June September 30, 2025 was $ 1.9 2.0 million, consisting of $ 0.9 1.0 million for time-based RSU's, $ 0.3 0.2 million for market-based RSU's, and $ 0.7 0.8 million for performance-based RSU's.

Share-based compensation expense for the Company's RSUs during the six nine months ended June September 30, 2026 was $ 13.7 21.0 million, consisting of $ 10.9 15.7 million for time-based RSU's, $ 0.4 0.7 million for market-based RSUs, and $ 2.4 4.6 million for performance-based RSU's. Share-based compensation expense includes $ 4.7 5.7 million of expense related to the Company's liability-classified awards during the six nine months ended June September 30, 2026. The total estimated amount of the liability-classified awards is approximately $ 9.0 8.9 million as of June September 30, 2026. Share-based compensation expense during the six nine months ended June September 30, 2025, was $ 3.0 4.9 million, consisting of $ 1.7 2.6 million for time-based RSU's, $ 0.6 0.9 million for market-based RSUs, and $ 0.7 1.4 million for performance-based RSU's.

As of June September 30, 2026, the total unrecognized compensation expense for time-based RSUs was $ 35.9 31.2 million, which is expected to be recognized over a weighted average period of approximately 2.1 1.95 years. As of June September 30, 2026, the total unrecognized compensation expense for market-based RSUs was $ 0.8 0.5 million, which is expected to be recognized over a weighted average period of approximately 0.8 0.68 year. As of June September 30, 2026, the total unrecognized compensation expense for performance-based RSUs was $ 19.9 17.7 million, which is expected to be recognized over a weighted average period of approximately 2.5 2.33 years.

2 unchanged paragraphs

The following summarizes the activity of restricted stock awards during the six nine months ended June September 30, 2026:

2 unchanged paragraphs

Unvested as of June 30, 2026 5,200,322 $ 10.50

Unvested as of September 30, 2026 4,989,845 $ 10.50

Share-based compensation expense relating to RSAs during the three and six nine months ended June September 30, 2026 was $ 4.8 3.8 million and $ 9.9 13.8 million respectively. Share-based compensation expense relating to RSAs during both the three and nine months ended September 30, 2025 was $ 4.3 million. As of June September 30, 2026, the total unrecognized share-based compensation expense for RSAs was $ 24.2 19.3 million, which is expected to be recognized over a weighted average period of approximately 1.4 1.18 years. The aggregate intrinsic value of RSAs vested during the six nine months ended June September 30, 2026 was $ 12.3 12.9 million.

1 unchanged paragraph

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 issued 285,025 shares of common stock pursuant to the ESPP during the three and six nine months ended June September 30, 2026. Share-based compensation expense for the Company's ESPP during the three and six nine months ended June September 30, 2026 was not material.

Legal proceedings 154 changes

4 unchanged paragraphs

• Consulting & Engineering , which includes the Company's survey and 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 and geomatics solution services.

2 unchanged paragraphs

Three Months Ended June September 30, 2026

2 unchanged paragraphs

Revenue $ 296,696 $ 206,636 $ 81,015 $ — $ 584,347

Cost of revenue $ 229,447 $ 109,029 $ 41,713 $ — $ 380,189

Gross profit $ 67,249 $ 97,607 $ 39,302 $ — $ 204,158

Depreciation and amortization $ 16,866 $ 2,211 $ 3,321 $ 38,026 $ 60,424

Total assets $ 1,998,135 $ 1,171,873 $ 642,940 $ 479,573 $ 4,292,521

Property and equipment, net $ 157,030 $ 11,019 $ 46,898 $ 26,170 $ 241,117

Revenue $ 318,172 $ 223,178 $ 98,270 $ — $ 639,620

Cost of revenue $ 239,359 $ 117,337 $ 56,595 $ — $ 413,291

Gross profit $ 78,813 $ 105,841 $ 41,675 $ — $ 226,329

Depreciation and amortization $ 14,355 $ 2,144 $ 3,846 $ 41,184 $ 61,529

Total assets $ 2,020,510 $ 1,221,743 $ 808,584 $ 349,766 $ 4,400,603

Property and equipment, net $ 157,406 $ 13,214 $ 52,235 $ 25,354 $ 248,209

Three Months Ended June September 30, 2025

2 unchanged paragraphs

Cost of revenue $ 239,824 $ — $ — $ — $ 239,824

Gross profit $ 74,101 $ — $ — $ — $ 74,101

Depreciation and amortization $ 16,315 $ — $ — $ 13,222 $ 29,537

Total assets $ 2,073,644 $ — $ — $ 168,714 $ 2,242,358

Property and equipment, net $ 185,675 $ — $ — $ — $ 185,675

Six Months Ended June 30, 2026

Cost of revenue $ 226,268 $ 61,746 $ 33,147 $ — $ 321,161

Gross profit $ 66,919 $ 57,837 $ 27,971 $ — $ 152,727

Depreciation and amortization $ 16,536 $ 1,355 $ 2,282 $ 30,955 $ 51,128

Total assets $ 2,081,644 $ 973,682 $ 918,869 $ 246,230 $ 4,220,425

Property and equipment, net $ 176,738 $ 10,790 $ 42,331 $ 25,179 $ 255,038

Nine Months Ended September 30, 2026

2 unchanged paragraphs

Cost of revenue $ 423,513 $ 207,233 $ 76,171 $ — $ 706,917

Gross profit $ 108,009 $ 186,779 $ 70,671 $ — $ 365,459

Depreciation and amortization $ 33,589 $ 3,897 $ 6,034 $ 75,783 $ 119,303

Total assets $ 1,998,135 $ 1,171,873 $ 642,940 $ 479,573 $ 4,292,521

Property and equipment, net $ 157,030 $ 11,019 $ 46,898 $ 26,170 $ 241,117

Six Months Ended June 30, 2025

Cost of revenue $ 662,872 $ 324,569 $ 132,766 $ — $ 1,120,207

Gross profit $ 186,822 $ 292,620 $ 112,346 $ — $ 591,788

Depreciation and amortization $ 47,944 $ 6,041 $ 9,880 $ 116,967 $ 180,832

Total assets $ 2,020,510 $ 1,221,743 $ 808,584 $ 349,766 $ 4,400,603

Property and equipment, net $ 157,406 $ 13,214 $ 52,235 $ 25,354 $ 248,209

Nine Months Ended September 30, 2025

2 unchanged paragraphs

Revenue $ 548,140 $ — $ — $ — $ 548,140

Cost of revenue $ 430,370 $ — $ — $ — $ 430,370

Gross profit $ 117,770 $ — $ — $ — $ 117,770

Depreciation and amortization $ 31,912 $ — $ — $ 26,224 $ 58,136

Total assets $ 2,073,644 $ — $ — $ 168,714 $ 2,242,358

Property and equipment, net $ 185,675 $ — $ — $ — $ 185,675

Revenue $ 841,327 $ 119,583 $ 61,118 $ — $ 1,022,028

Cost of revenue $ 656,638 $ 61,746 $ 33,147 $ — $ 751,531

Gross profit $ 184,689 $ 57,837 $ 27,971 $ — $ 270,497

Depreciation and amortization $ 48,448 $ 1,355 $ 2,282 $ 57,156 $ 109,241

Total assets $ 2,081,644 $ 973,682 $ 918,869 $ 246,230 $ 4,220,425

Property and equipment, net $ 176,738 $ 10,790 $ 42,331 $ 25,179 $ 255,038

2 unchanged paragraphs

Three Months Ended June September 30, 2026

1 unchanged paragraph

United States $ 154,421 $ 173,151 $ 76,985 $ 404,557

Canada 139,552 — 492 140,044

Other foreign 2,723 33,485 3,538 39,746

Total segment revenues $ 296,696 $ 206,636 $ 81,015 $ 584,347

United States $ 161,985 $ 182,976 $ 74,225 $ 419,186

Canada 153,318 261 21,211 174,790

Other foreign 2,869 39,941 2,834 45,644

Total segment revenues $ 318,172 $ 223,178 $ 98,270 $ 639,620

Three Months Ended June September 30, 2025

1 unchanged paragraph

United States $ 161,308 $ — $ — $ 161,308

Canada 149,954 — — 149,954

Other foreign 2,663 — — 2,663

Total segment revenues $ 313,925 $ — $ — $ 313,925

Six Months Ended June 30, 2026

United States $ 154,704 $ 103,253 $ 58,277 $ 316,234

Canada 135,648 — 337 135,985

Other foreign 2,835 16,330 2,504 21,669

Total segment revenues $ 293,187 $ 119,583 $ 61,118 $ 473,888

Nine Months Ended September 30, 2026

1 unchanged paragraph

United States $ 288,464 $ 329,471 $ 139,367 $ 757,302

Canada 237,565 — 720 238,285

Other foreign 5,493 64,541 6,755 76,789

Total segment revenues $ 531,522 $ 394,012 $ 146,842 $ 1,072,376

Six Months Ended June 30, 2025

United States $ 450,449 $ 512,447 $ 213,592 $ 1,176,488

Canada 390,883 261 21,931 413,075

Other foreign 8,362 104,481 9,589 122,432

1 unchanged paragraph

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and 74 more changes in the filing

MD&A 1 change

The following is a discussion of the results of operations of: (i) TIC Solutions, Inc. and its subsidiaries (collectively, the "Company," "we," "our," "us," or "TiC Solutions") (formerly Acuren Corporation) for the three and six nine months ended June September 30, 2026, compared to the results of operations for the three and six nine months ended June September 30, 2025. This discussion should be read in conjunction with the information contained in the unaudited TIC Solutions, Inc. condensed consolidated financial statements and the notes related thereto included elsewhere in this Quarterly Report and the audited financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K. The tables below are presented in thousands except for percentages and share and per share amounts.

Forward-looking statements 104 changes

1 unchanged paragraph

These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including, among others, (i) economic conditions affecting the industries we serve, including the construction industry and the energy sector, as well as general economic conditions; (ii) adverse developments in the credit markets that could adversely affect funding of construction projects; (iii) the ability and willingness of customers to invest in infrastructure projects; (iv) a decline in demand for our services or for the products and services of our customers; (v) the fact that our revenues are derived primarily from contracts with durations of less than six months and the risk that customers will not renew or enter into new contracts; (vi) our ability to successfully acquire other businesses, successfully integrate acquired businesses into our operations and manage the risks and potential liabilities associated with those acquisitions; (vii) our ability to compete successfully in the industries and markets we serve; (viii) our ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for arrangements with fixed price terms; (ix) increases in the cost, or reductions in the supply, of the materials we use in our business and for which we bear the risk of such increases; (x) the inherently dangerous nature of the services we provide and the risks of potential liability; (xi) the seasonality of our business and the impact of weather conditions; (xii) our ability to remediate any material weaknesses; (xiii) the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and regulations; (xiv) our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness; (xv) a prolonged government shutdown, and (xvi) our compliance with certain financial maintenance covenants in the documents governing our indebtedness and the effect on our liquidity of any failure to comply with such covenants.

2 unchanged paragraphs

We operate primarily in North America and serve a diversified base of clients across our principal end markets: oil and gas, industrials, buildings, power and utilities, infrastructure, natural resources, and aerospace and defense. Within these markets, we support oil sands, refining, midstream, and upstream operations; manufacturing, fabrication, chemical, and metal-processing facilities; commercial, data center, institutional, and residential buildings; power generation, gas transmission and distribution, and electricity infrastructure; geospatial and environmental services; highways and roads, transportation, water, and parks and recreation; and federal, state, regional, and municipal customers across public-sector applications.

We operate primarily in North America, serving a diversified base of clients across the following principal end markets: oil and gas, industrials, buildings, power and utilities, infrastructure, natural resources, and aerospace and defense. Within these markets, we support critical facilities and projects—ranging from energy production, manufacturing, and utility grids to commercial buildings, data centers, geospatial services, civil infrastructure, environmental services, and public-sector operations at the federal, state, and local levels.

3 unchanged paragraphs

The Company completed four eight immaterial acquisitions during the periods presented which were not significant to our results of operations.

1 unchanged paragraph

We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and other international jurisdictions and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures during 2025 and into 2026. Although we look to mitigate the impact of these pressures with a combination of cost management and price initiatives, there can be no guarantee that these initiatives will be successful. There has been no material effect on our business from the Russian-Ukrainian or the Middle Eastern conflicts, although these conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.

7 unchanged paragraphs

The comparability of our operating results for the three and six nine months ended June September 30, 2026 and June 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.

1 unchanged paragraph

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Revenue $ 584,347 $ 313,925 $ 1,072,376 $ 548,140

Cost of revenue 380,189 239,824 706,917 430,370

Gross profit 204,158 74,101 365,459 117,770

Selling, general and administrative expenses 193,316 55,751 383,680 108,860

Three Months Ended Six Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Revenue $ 639,620 $ 473,888 $ 1,711,995 $ 1,022,028

Cost of revenue 413,291 321,161 1,120,207 751,531

Gross profit 226,329 152,727 591,788 270,497

Selling, general and administrative expenses 210,337 159,240 594,016 268,099

1 unchanged paragraph

Interest expense, net 28,365 15,451 57,386 31,458

Income tax provision (benefit)

Revenue $ 584,347 $ 313,925

Gross profit $ 204,158 $ 74,101

Interest expense, net 29,251 26,521 86,637 57,979

Income Loss before income tax benefit (expense)

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

Revenues were $584.3 $639.6 million for the three months ended June September 30, 2026, an increase of $270.4 $165.7 million, or 86%, 35%, compared to $313.9 $473.9 million during the three months ended June September 30, 2025. The increase in revenues was primarily driven by incremental revenues of $287.7 $140.7 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting revenues, see "Operating Segment Results" below.

Cost of revenues were $380.2 $413.3 million for the three months ended June September 30, 2026, an increase of $140.4 $92.1 million, or 59%, 29%, compared to $239.8 $321.2 million during the three months ended June September 30, 2025. The increase was primarily driven by $150.7 $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 June September 30, 2026 and June September 30, 2025:

June September 30, 2026 June September 30, 2025

Revenue $ 639,620 $ 473,888

Gross profit $ 226,329 $ 152,727

Gross profit margin 35 % 24 32 %

Gross profit was $204.2 $226.3 million for the three months ended June September 30, 2026, an increase of $130.1 $73.6 million, or 176%, 48%, compared to $74.1 $152.7 million during the three months ended June September 30, 2025. Gross profit margin was 35% for the three months ended June September 30, 2026 compared to 24% 32% during the three months ended June September 30, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $136.9 million of incremental gross profit of $61.7 million during the three months ended September 30, 2026 and 48% 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.

1 unchanged paragraph

SG&A expenses $ 193,316 $ 55,751

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 June September 30, 2026 and June September 30, 2025:

June September 30, 2026 June September 30, 2025

SG&A expenses $ 210,337 $ 159,240

SG&A expenses as a percentage of revenue (%) 33 % 18 34 %

SG&A expenses were $193.3 $210.3 million for the three months ended June September 30, 2026, an increase of $137.6 $51.1 million, or 247%, 32%, compared to $55.8 $159.2 million during the three months ended June September 30, 2025. The increase in SG&A expense expenses was primarily driven by incremental expenses of $94.7 $43.1 million resulting from the NV5 Acquisition, increases in amortization expense of $23.0 $9.8 million resulting from the NV5 acquisition, and other acquisitions, and increases in share-based compensation expense and of $5.0 million, partially offset by decreases in acquisition-related transaction and integration expenses.

2 unchanged paragraphs

June September 30, 2026 June September 30, 2025

3 unchanged paragraphs

The increase in depreciation and amortization expense of $30.9 $10.4 million, or 105%, 20%, was primarily driven by incremental amortization expense of $23.0 million and depreciation expense of $6.4 $9.8 million resulting from the NV5 Acquisition. acquisitions.

1 unchanged paragraph

Revenue $ 1,072,376 $ 548,140

Gross profit $ 365,459 $ 117,770

Interest expense, net was $28.4 $29.3 million for the three months ended June September 30, 2026, an increase of $12.9 $2.7 million, or 84%, 10%, compared to $15.5 $26.5 million during the three months ended June September 30, 2025. The increase in interest expense was primarily driven by an increase in our indebtedness as a result of the NV5 Acquisition.

The Company recorded an income tax benefit of $3.2 $1.1 million for the three months ended June September 30, 2026 compared to an income tax expense benefit of $3.9 $16.6 million during the three months ended June September 30, 2025. The income tax benefit for the three months ended June September 30, 2026 was primarily driven by the loss recognized in the period 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 reversal release of an uncertain unrecognized tax liability from a prior acquisition. benefits. See "Note 13. Income Taxes" for further discussion.

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

Revenues were $1.1 billion $1,712.0 million for the six nine months ended June September 30, 2026, an increase of $524.2 $690.0 million, or 96%, 68%, compared to $548.1 $1,022.0 million during the six nine months ended June September 30, 2025. The increase in revenues was primarily driven by incremental revenues of $540.9 $681.6 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting revenue, see "Operating Segment Results" below.

Cost of revenues were $706.9 $1,120.2 million for the six nine months ended June September 30, 2026, an increase of $276.5 $368.7 million, or 64%, 49%, compared to $430.4 $751.5 million during the six nine months ended June September 30, 2025. The increase was primarily driven by incremental cost of revenues of $283.4 $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 six nine months ended June September 30, 2026 and June September 30, 2025:

June September 30, 2026 June September 30, 2025

Revenue $ 1,711,995 $ 1,022,028

Gross profit $ 591,788 $ 270,497

Gross profit margin 34 35 % 21 26 %

Gross profit was $365.5 $591.8 million for the six nine months ended June September 30, 2026, an increase of $247.7 $321.3 million, or 210%, 119%, compared to $117.8 $270.5 million during the six nine months ended June September 30, 2025. Gross profit margin was 34% 35% for the six nine months ended June September 30, 2026 compared to 21% 26% during the six nine months ended June September 30, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $257.5 million of incremental gross profit of $319.2 million during the nine months ended September 30, 2026 and 48% 47% gross profit margin. For additional information regarding the factors affecting gross profit, see "Operating Segment Results" below.

1 unchanged paragraph

SG&A expenses $ 383,680 $ 108,860

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

June September 30, 2026 June September 30, 2025

SG&A expenses $ 594,016 $ 268,099

SG&A expenses as a percentage of revenue (%) 36 35 % 20 26 %

SG&A expenses were $383.7 $594.0 million for the six nine months ended June September 30, 2026, an increase of $274.8 $325.9 million, or 252%, 122%, compared to $108.9 $268.1 million during the six nine months ended June September 30, 2025. The increase in SG&A expense was primarily driven by incremental expenses of $190.0 $233.1 million resulting from the NV5 Acquisition, increases in amortization expense of $46.0 $57.8 million primarily resulting from the NV5 acquisition, and increases in share-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.

2 unchanged paragraphs

June September 30, 2026 June September 30, 2025

3 unchanged paragraphs

The increase in depreciation and amortization expense of $61.2 $71.6 million, or 105%, 66%, was primarily driven by incremental amortization expense of $46.0 $57.8 million and depreciation expense of $11.6 $13.8 million primarily resulting from the NV5 Acquisition.

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The Company recorded an income tax benefit of $19.7 million for the six months ended June 30, 2026 compared to an income tax expense of $5.4 million during the six months ended June 30, 2025. The income tax benefit for the six months ended June 30, 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.

Interest expense, net was $57.4 $86.6 million for the six nine months ended June September 30, 2026, an increase of $25.9 $28.7 million, or 82%, 49%, compared to $31.5 $58.0 million during the six nine months ended June 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.

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.

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

June September 30, 2026 June September 30, 2025

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Total $ 584,347 $ 313,925

Total $ 639,620 $ 473,888

June September 30, 2026 June September 30, 2025

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Total $ 380,189 $ 239,824

Total $ 413,291 $ 321,161

June September 30, 2026 June September 30, 2025

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Total $ 204,158 $ 74,101

Total $ 226,329 $ 152,727

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Inspection & Mitigation revenues were $296.7 $318.2 million for the three months ended June September 30, 2026, a decrease an increase of $17.2 $25.0 million, or 5.5%, 8.5%, compared to $313.9 $293.2 million during the three months ended June September 30, 2025. The decrease increase primarily reflects lower higher outage activity resulting from shifts in customer schedules and the impact of customer site losses from earlier in 2025, partially offset by the year and increased callout work.

Segment gross profit was $67.2 $78.8 million for the three months ended June September 30, 2026, a decrease an increase of $6.9 $11.9 million, or 9.2%, 17.8%, compared to $74.1 $66.9 million during the three months ended June September 30, 2025. The decrease increase was primarily driven by lower higher volumes of higher-margin outage activity and an associated a shift in revenue mix toward run-and-maintain and higher proportions of callout and capital project activity relative to the prior-year period.

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Consulting & Engineering revenues were $206.6 $223.2 million for the three months ended June September 30, 2026, due 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 $97.6 million for the three months ended June 30, 2026.

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 revenues were $81.0 $98.3 million for the three months ended June September 30, 2026, due 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 $39.3 million for the three months ended June 30, 2026.

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.

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and 24 more changes in the filing

Market risk 2 changes

We manage our exposure to interest rate risk through the proportion of fixed-rate and variable-rate debt in our debt portfolio. To reduce our exposure to changes in interest rates on our variable-rate borrowings, we may enter into interest rate swap agreements that synthetically convert a portion of our variable-rate debt to fixed-rate debt. As of June September 30, 2026, we had one interest rate swap agreement with a notional amount of $800.0 million. Under the agreement, which matures on July 30, 2031, we pay a fixed rate of 3.91% and receive one-month Term SOFR, subject to a zero-percent floor.

As of June September 30, 2026, we had $1.6 billion of outstanding variable-rate term-loan borrowings under our Credit Agreement. After giving effect to the interest rate swap agreement, $800.0 million of these borrowings was effectively subject to a fixed benchmark interest rate and $831.8 $827.7 million remained subject to variable interest rates. Based on our outstanding borrowings as of June September 30, 2026, a hypothetical, instantaneous and unfavorable increase of 100 basis points in applicable interest rates would have resulted in an approximate $8.3 million annualized negative impact on our earnings before income taxes as well as cash flows.

Controls and procedures 2 changes

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Based on this assessment, our CEO and CFO concluded that, as of June September 30, 2026, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses previously disclosed in our 2025 Annual Report.

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Other than the changes described above, there have not been any changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) th at occurred during the three months ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of the filing of this report, we continue to implement the changes and remediation plans described above.

Unregistered sales of stock 9 changes

The following table sets forth information regarding purchases of the Company's common stock during the three months ended June September 30, 2026:

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April 1, 2026 – April 30, 2026

May 1, 2026 – May 31, 2026

June 1, 2026 – June 30, 2026

July 1, 2026 – July 31, 2026

August 1, 2026 – August 31, 2026

September 1, 2026 – September 30, 2026

(1) Includes 332,137 22,428 shares repurchased to satisfy employee tax withholding obligations upon the vesting of restricted stock awards on June 28, during three months ended September 30, 2026. These shares were not repurchased under the publicly announced repurchase program and did not reduce the amount available under that program.

(2) On March 10, 2026, the Company's Board of Directors authorized the repurchase of up to $200.0 million of the Company's common stock. The program has no expiration date and may be modified, suspended or terminated by the Board at any time. As of June September 30, 2026, approximately $184.4 $177.4 million remained available for repurchase under the program.

Other information 7 changes

(a) Change in Principal Accounting Officer

Effective August 3, 2026, the Company's Board of Directors appointed Leslie Warren, Vice President and Chief Accounting Officer, as the Company's principal accounting officer. Kristin Schultes, Chief Financial Officer, who previously served as the Company's principal accounting officer, will relinquish that designation and continue to serve as the Company's Chief Financial Officer and principal financial officer. This change reflects the alignment of the Company's finance leadership responsibilities and does not involve the departure of any officer from the Company.

Ms. Warren, 38, joined TIC Solutions in June 2025. Prior to joining the Company, Ms. Warren was a Director at PricewaterhouseCoopers LLP within the Capital Markets and Accounting Advisory Services practice, working with public and private companies primarily in the energy industry. Ms. Warren's prior experience includes initial public offerings, mergers and acquisitions and technical accounting issues. Prior to that, Ms. Warren was the Manager of Financial Reporting at Black Stone Minerals L.P., a publicly-traded oil and gas minerals company. Ms. Warren started her career in public accounting at Deloitte, where she focused on attestation and Sarbanes-Oxley compliance. Ms. Warren earned her master of science and bachelor of accounting degrees from Texas A&M University and is a certified public accountant in Texas.

There is no arrangement or understanding between Ms. Warren and any other person pursuant to which Ms. Warren was appointed as principal accounting officer. There are no family relationships between Ms. Warren and any of the Company's directors or executive officers, and Ms. Warren is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

(a) Departure of Directors or Certain Officers

Ms. Warren, the Company's Principal Accounting Officer, departed from the Company on November 4, 2026. As of such date, the Company's Chief Financial Officer, Kristin Schultes, assumed the responsibility of Principal Accounting Officer. Ms. Warren's departure was not related to the Company's financial reporting.

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and 1 more change in the filing

Exhibits 12 changes

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and 12 more changes in the filing