| 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)
(Country) | 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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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 | 03/31/2026 | M | 73,333 | A | $0(1) | 510,000 | D | |||
| Common Stock | 03/31/2026 | F | 40,188(2) | D | $6.58 | 469,812 | D | |||
| Common Stock | 03/31/2026 | M | 73,333 | A | $0(1) | 543,145 | D | |||
| Common Stock | 03/31/2026 | F | 40,187(2) | D | $6.58 | 502,958 | D | |||
| 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 | ||||||||
| Restricted Stock Units | (3) | 03/31/2026 | M | 73,333 | (4) | (4) | Common Stock | 73,333 | $0 | 0 | D | ||||
| Performance Based Restricted Stock Units | (5) | (6) | (6) | Common Stock | 110,000 | 110,000 | D | ||||||||
| Restricted Stock Units | (3) | 03/31/2026 | M | 73,333 | (4) | (4) | Common Stock | 73,333 | $0 | 0 | D | ||||
| Performance Based Restricted Stock Units | (5) | 03/31/2026 | D | 73,334(7) | (8) | (8) | Common Stock | 73,334 | $0 | 73,333 | D | ||||
| Explanation of Responses: |
| 1. On March 31, 2026, 146,666 of the Reporting Person's restricted stock units were accelerated pursuant to a separation agreement (the "Separation Agreement") in connection with the Reporting Person's retirement and settled for an equal number of shares of the Issuer's Common Stock. |
| 2. Shares withheld for payment of tax liability. |
| 3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. |
| 4. These restricted stock units vested on March 31, 2026. |
| 5. Each performance based restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. |
| 6. Subject to the volume weighted average price ("VWAP") of the Issuer's Common Stock reaching a specified price over a ten (10) consecutive trading day period at any time during the period commencing on February 18, 2025 and ending on July 30, 2029 (the "VWAP Achievement Period"), these performance based restricted stock units shall vest on the later of (x) July 30, 2025 and (y) the calendar day following the last day of the VWAP Achievement Period. |
| 7. The performance based restricted stock units previously reported as acquired by the Reporting Person were forfeited pursuant to the Separation Agreement. |
| 8. These performance restricted stock units to the extent earned will vest on April 11, 2027. The number of shares of Common Stock that will be earned is subject to decrease based on the results of the performance condition. |
| /s/ MaryJo O'Brien, Attorney-in-Fact | 04/17/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||