tic-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-42524

TIC Solutions, Inc.

(Exact name of registrant as specified in its charter)


Delaware						66-1076867
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

200 South Park Road, Suite 350, Hollywood, Florida						33021
(Address of principal executive offices)						(Zip Code)

(954) 495-2112

Registrant’s telephone number, including area code

_______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $0.0001 per share

TIC

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The number of shares of the registrant’s common stock outstanding as of May 1, 2026, was 221,042,604.

Table of Contents

TABLE OF CONTENTS


		Page
Part I – Financial Information
Item 1.	Financial Statement s	1
	Condensed Consolidated Balance Sheets (unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	3
	Condensed Consolidated Statements of Cash Flows (unaudited)	4
	Notes to the Condensed Consolidated Financial Statements (unaudited)	6
Item 2 .	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

Part II – Other Information
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34

Signatures		35

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TIC Solutions, Inc.

Condensed Consolidated Balance Sheets

(amounts in thousands, except par and share data)

(Unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	426,564	$	439,536
Accounts receivable, net	344,243		366,293
Contract assets, net	182,732		154,439
Prepaid expenses and other current assets	66,821		60,768
Total current assets	1,020,360		1,021,036
Property and equipment, net	245,601		255,625
Operating lease right-of-use assets, net	54,919		60,209
Goodwill	1,647,534		1,649,595
Intangible assets, net	1,351,980		1,391,382
Deferred tax assets	1,423		1,438
Other assets	10,319		17,024
Total assets	$	4,332,136	$	4,396,309
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	57,505	$	60,426
Accrued expenses and other current liabilities	168,237		151,626
Contract liabilities	52,000		47,846
Current portion of long-term debt	23,460		25,511
Current portion of lease obligations	32,215		33,584
Total current liabilities	333,417		318,993
Long-term debt, net of current portion	1,585,424		1,587,686
Non-current lease obligations	61,401		66,049
Deferred tax liabilities	205,155		222,955
Other non-current liabilities	12,880		20,710
Total liabilities	2,198,277		2,216,393

Commitments and contingencies (Note 15)

Stockholders' Equity
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares issued and outstanding	—		—
Common stock, $0.0001 par value, 221,039,674 and 220,485,045 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	21		21
Additional paid-in capital	2,371,142		2,362,943
Accumulated deficit	(235,654)		(194,105)
Accumulated other comprehensive income (loss)	(1,650)		11,057
Total stockholders' equity	2,133,859		2,179,916
Total liabilities and stockholders' equity	$	4,332,136	$	4,396,309

See accompanying notes to unaudited condensed consolidated financial statements.

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TIC Solutions, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

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

(Unaudited)


	Three Months Ended
	March 31, 2026		March 31, 2025
Revenue	$	488,029	$	234,215
Cost of revenue	326,728		190,546
Gross profit	161,301		43,669
Selling, general and administrative expenses	150,328		39,872
Depreciation and amortization	40,036		13,237

Loss from operations	(29,063)		(9,440)
Interest expense, net	29,021		16,007
Other income, net	(77)		(1,119)
Loss before income tax benefit	(58,007)		(24,328)
Income tax provision (benefit)	(16,458)		1,465
Net loss	(41,549)		(25,793)
Undistributed loss allocated to Series A Preferred Stock	190		211
Net loss allocated to common stockholders	$	(41,359)	$	(25,582)

Other comprehensive income (loss):
Net loss	$	(41,549)	$	(25,793)
Foreign currency translation adjustment	(12,707)		2,561

Total other comprehensive loss	$	(54,256)	$	(23,232)

Basic and diluted loss per share:
Common stock, basic and diluted	$	(0.19)	$	(0.21)
Series A Preferred Stock, basic and diluted	$	(0.19)	$	(0.21)
Weighted-average shares outstanding:
Common stock, basic	217,251,178		121,476,215
Common stock, diluted	218,251,178		122,476,215
Series A Preferred Stock, basic and diluted	1,000,000		1,000,000

See accompanying notes to unaudited condensed consolidated financial statements.

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TIC Solutions, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(amounts in thousands, except share data)

(Unaudited)


	Common Stock			Series A Preferred Stock
	Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
Balances at December 31, 2025	220,485,045	$	21	1,000,000	$	—	$	2,362,943	$	(194,105)	$	11,057	$	2,179,916
Net loss	—	—		—	—		—		(41,549)		—		(41,549)
Share-based compensation expense	—	—		—	—		8,728		—		—		8,728
Restricted stock issuances and restricted stock unit vestings, net	(113,718)	—		—	—		(529)		—				(529)
Issuance of common shares in conjunction with the Series A Preferred Stock Dividend	668,347	—		—	—		—		—		—		—
Other comprehensive loss	—	—		—	—		—		—		(12,707)		(12,707)
Balances at March 31, 2026	221,039,674	$	21	1,000,000	$	—	$	2,371,142	$	(235,654)	$	(1,650)	$	2,133,859


	Common Stock			Series A Preferred Stock
	Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
Balances at December 31, 2024	121,476,215	$	12	1,000,000	$	—	$	1,293,638	$	(106,989)	$	(35,489)	$	1,151,172
Net loss	—	—		—	—		—		(25,793)		—		(25,793)
Share-based compensation expense	—	—		—	—		1,107		—		—		1,107
Other comprehensive income	—	—		—	—		—		—		2,561		2,561
Balances at March 31, 2025	121,476,215	$	12	1,000,000	$	—	$	1,294,745	$	(132,782)	$	(32,928)	$	1,129,047

See accompanying notes to unaudited condensed consolidated financial statements.

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TIC Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(Unaudited)


	Three Months Ended
	March 31, 2026		March 31, 2025
Cash flows from operating activities:
Net loss	$	(41,549)	$	(25,793)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation and amortization	58,880		28,599
Noncash lease expense	6,035		2,491
Share-based compensation expense	12,912		1,107
Amortization of deferred financing costs	1,883		828

Deferred taxes	(17,334)		(4,320)
Other	1,189		(899)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	22,092		40,254
Contract assets	(27,886)		(8,395)
Prepaid expenses and other current assets	(5,635)		4,306
Accounts payable	(7,402)		3,433
Accrued expenses and other current liabilities	7,391		(5,708)
Operating lease obligations	(5,801)		(2,352)
Contract liabilities	4,161		(213)
Other assets and liabilities	989		(546)
Net cash provided by operating activities	9,925		32,792

Cash flows from investing activities:
Business acquisitions, net of cash acquired	(3,884)		(8,030)
Purchases of property and equipment	(5,697)		(4,476)
Proceeds from sale of property and equipment	1,287		293
Net cash used in investing activities	(8,294)		(12,213)

Cash flows from financing activities:

Payments on long-term borrowings	(4,131)		(1,932)
Payments of debt issuance costs	—		(1,165)
Payments on finance lease obligations and other long-term debt	(8,776)		(2,508)


Net cash used in financing activities	(12,907)		(5,605)

Net effect of exchange rate fluctuations on cash and cash equivalents	(1,696)		1,631
Net change in cash and cash equivalents	(12,972)		16,605

Beginning of period	439,536		139,134
End of period	$	426,564	$	155,739

See accompanying notes to unaudited condensed consolidated financial statements.

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TIC Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(Unaudited)

Supplemental cash flow information and schedules of non-cash investing and financing activities for the periods indicated were as follows:


	Three Months Ended
	March 31, 2026		March 31, 2025
Supplemental disclosure of cash flow information
Interest paid	$	26,673	$	14,332
Income taxes paid	$

SEC Form 10-Q filed by TIC Solutions Inc.