Director Franklin Martin E was granted 668,347 shares, disposed of 19,545,847 shares and acquired 12,215,535 shares (SEC Form 4)
$TIC
Real Estate
Real Estate
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TIC Solutions, Inc. [ TIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/31/2025 | A(1) | 668,347(1) | A | $0.00(1) | 19,545,847 | I | By Mariposa Acquisition IX, LLC(2) | ||
| Common Stock | 01/02/2026 | J(3) | 19,545,847(3) | D | $0.00(3) | 0 | I | By Mariposa Acquisition IX, LLC(2) | ||
| Common Stock | 01/02/2026 | J(3) | 1,952,745(3) | A | $0.00(3) | 1,952,745 | I | By MEF Holdings, LLLP(4) | ||
| Common Stock | 01/02/2026 | J(3) | 5,410,813(3) | A | $0.00(3) | 5,410,813 | I | By Brimstone Investments LLC(5) | ||
| Common Stock | 01/02/2026 | J(3) | 4,851,977(3) | A | $0.00(3) | 4,851,977 | I | By Martin E. Franklin Revocable Trust(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (7) | (7) | (7) | Common Stock | 1,000,000 | 1,000,000 | I | By Mariposa Acquisition IX, LLC(2) | |||||||
| Explanation of Responses: |
| 1. Represents a stock dividend on the Issuer's Series A Preferred Stock. Mariposa Acquisition IX, LLC ("Mariposa IX"), the holder of the Issuer's Series A Preferred Stock, is entitled to receive an annual stock dividend based on the market price of the Issuer's Common Stock for the last ten trading days of the calendar year. |
| 2. The shares of Common Stock (prior to the distribution described in footnote 3) and Series A Preferred Stock reported herein are held directly by Mariposa Acquisition IX, LLC ("Mariposa IX"). Sir Martin is the manager of Mariposa IX. In such capacity, Sir Martin exercises voting power and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa IX. Sir Martin disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa IX except to the extent of his pecuniary interest therein. |
| 3. Represents a pro rata distribution from Mariposa IX to its members. |
| 4. The shares of Common Stock reported herein are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor, trustee and beneficiary. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
| 5. The shares of Common Stock reported herein are held directly by Brimstone, Mr. Franklin is the manager of Brimstone, which is wholly-owned by a family trust of which Mr. Franklin is a beneficiary. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
| 6. The shares of Common Stock reported herein are held by the Martin E. Franklin Revocable Trust. |
| 7. The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier of (i) immediately following the "change of control dividend date" (as defined in the Issuer's certificate of incorporation) and (ii) December 31, 2034. |
| Remarks: |
| As stated in footnote 1, Mr. Franklin exercises voting and investment power over shares held directly by Mariposa IX. Accordingly, Mariposa IX may be deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group. Additionally, Mariposa IX is no longer subject to Section 16 Form 4 or Form 5 obligations and as such, this Form 4 constitutes an exit filing for Mariposa IX. See Exhibit 24.1 - Power of Attorney |
| /s/ MaryJo O'Brien, Attorney-in-Fact | 01/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||