TIC Solutions Inc. filed SEC Form 8-K: Other Events

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

TIC Solutions, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

On December 31, 2025, the Board of Directors of TIC Solutions, Inc. (the "Company") approved a stock dividend of 668,347 shares of the Company's common stock (the "Common Stock") with respect to the Company's 1,000,000 shares of Series A preferred stock currently outstanding (the "Series A Preferred Stock"). As previously disclosed, the holder of the Series A Preferred Stock is entitled to receive the first annual dividend amount on the Preferred Stock equal to 20% of the appreciation, if any, of the average market price per share of the Common Stock over the Company’s initial offering price of $10.00 per share multiplied by 121,476,215 (such number being the Preferred Share Dividend Equivalent established in the Company’s Certificate of Incorporation) (the “Annual Dividend Amount”). The dividend price was $10.2829 (calculated based upon the volume weighted average share price over the last ten trading days of 2025) (the “Dividend Price”). In subsequent years, the Annual Dividend Amount will be calculated based on the appreciated Dividend Price, if any, compared to the highest Dividend Price previously used in calculating the Annual Dividend Amount. After giving effect to such issuance on January 2, 2026, the Company had approximately 221,209,686 shares of Common Stock outstanding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.