TIC

tic-20260806

FALSE000203296600020329662026-08-062026-08-06

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

August 6, 2026

Date of Report (date of earliest event reported)

TIC Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-4252466-1076867

(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

2700 Post Oak Blvd., Suite 2300 Houston, Texas 77056

(Address of principal executive offices and zip code)

(281) 822-2555

(Registrant’s telephone number, including area code)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 shareTICNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 6, 2026, TIC Solutions, Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d):The following exhibits are being filed herewith:

Exhibit No.Description

99.1

Press Release Issued by TIC Solutions, Inc. on June 30, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURE

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

TIC Solutions, Inc.

Date: August 6, 2026 By:/s/ Kristin Schultes

Name: Kristin Schultes

Title:Chief Financial Officer

2

tic-20260506

FALSE000203296600020329662026-05-062026-05-06

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

May 6, 2026

Date of Report (date of earliest event reported)

TIC Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-4252466-1076867

(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

200 South Park Road, Suite 350 Hollywood, Florida 33021

(Address of principal executive offices and zip code)

(954) 495-2112

(Registrant’s telephone number, including area code)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 shareTICNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 6, 2026, TIC Solutions, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d):The following exhibits are being filed herewith:

Exhibit No.Description

99.1

Press Release Issued by TIC Solutions, Inc. on May 6, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURE

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

TIC Solutions, Inc.

Date: May 6, 2026 By:/s/ Kristin Schultes

Name: Kristin Schultes

Title:Chief Financial Officer

2

cik0002032966-20260312

FALSE000203296600020329662026-03-122026-03-12

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

March 12, 2026

Date of Report (date of earliest event reported)

TIC Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-4252466-1076867

(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

200 South Park Road, Suite 350 Hollywood, Florida 33021

(Address of principal executive offices and zip code)

(954) 495-2112

(Registrant’s telephone number, including area code)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 shareTICNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 12, 2026, TIC Solutions, Inc. (formerly Acuren Corporation, the "Company") issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

CEO Departure

On March 12, 2026, the Company announced that Talman Pizzey will retire from his position as Chief Executive Officer (“CEO”), effective March 31, 2026 (the “Effective Date”). In connection with Mr. Pizzey’s retirement, the Company intends to enter into a Separation and Release Agreement (the “Separation Agreement”) with Mr. Pizzey pursuant to which he will agree to assist the Company with transition matters in a consulting role until December 31, 2026. Mr. Pizzey will continue to serve on the Company’s Board of Directors.

The Separation Agreement will provide that, (i) all of Mr. Pizzey’s outstanding and unvested time-based restricted stock units will accelerate and vest on the date he delivers the executed general release of claims in favor of the Company (as described in the following paragraph), (ii) 110,000 of Mr. Pizzey’s outstanding and unvested performance-based share units (“PSUs”) awarded on July 30, 2024 (the “2024 PSUs”) will remain outstanding and continue to vest in accordance with their terms, (iii) in consideration of Mr. Pizzey’s services with the Company for the remainder of the 2026 fiscal year, 73,333 of Mr. Pizzey’s 146,667 outstanding and unvested PSUs awarded on April 11, 2025 (the “Eligible 2025 PSUs”) will remain outstanding and continue to vest in accordance with amended performance criteria for the 2026 fiscal year and (iv) Mr. Pizzey’s remaining PSUs will be forfeited as of the Effective Date.

Mr. Pizzey’s receipt of the aforementioned separation benefits will be conditioned upon the effectiveness of a general release of claims and board release in favor of the Company, as well as Mr. Pizzey’s continued compliance with non-competition and non-solicitation restrictive covenants for a 24-month period.

The foregoing description of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

New CEO Appointment

In c

cik0002032966-20251112

FALSE000203296600020329662025-11-122025-11-12

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

November 12, 2025

Date of Report (date of earliest event reported)

TIC Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-4252466-1076867

(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

200 South Park Road, Suite 350 Hollywood, Florida 33021

(Address of principal executive offices and zip code)

(954) 495-2112

(Registrant’s telephone number, including area code)

Acuren Corporation

(Former name, former address and former fiscal year, 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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act.

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 12, 2025, TIC Solutions, Inc. (formerly Acuren Corporation, the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1.

ITEM 7.01 REGULATION FD DISCLOSURE.

The Company and Richard Tong, the Company’s General Counsel and Corporate Secretary, have agreed he will be retiring and departing the Company on or prior to December 31, 2025. The Company is currently conducting a search for a new General Counsel.

The information furnished under this Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d):The following exhibits are being filed herewith:

Exhibit No.Description

99.1

Press Release Issued by TIC Solutions, Inc. on November 12, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURE

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

TIC Solutions, Inc.

Date: November 12, 2025 By:/s/ Kristin Schultes

Name: Kristin Schultes

Title:Chief Financial Officer

2

cik0002032966-20250812

FALSE000203296600020329662025-08-122025-08-12

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

August 12, 2025

Date of Report (date of earliest event reported)

Acuren Corporation

(Exact name of registrant as specified in its charter)

Delaware001-4252466-1076867

(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

14434 Medical Complex Drive, Suite 100

Tomball, Texas 77377

(Address of principal executive offices and zip code)

(800) 218-7450

(Registrant’s telephone number, including area code)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act.

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 14, 2025, Acuren Corporation (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective August 12, 2025, in connection with the Company’s integration of NV5 Global, Inc. (“NV5”), the Board of Directors of the Company approved the: (i) removal of Fiona Sutherland as General Counsel of the Company, (ii) removal of Anthony Gaucher as Chief Human Resources Officer of the Company, (iii) appointment of Richard Tong, former General Counsel of NV5, as General Counsel of the Company, and (iv) appointment of MaryJo O’Brien, former Executive Vice President, Chief Administrative Officer, and Secretary of NV5, as Chief Human Resources Officer of the Company.

ITEM 7.01 REGULATION FD DISCLOSURE.

The information furnished under this Item 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d):The following exhibits are being filed herewith:

Exhibit No.Description

99.1

Press Release Issued by Acuren Corporation on August 14, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURE

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

Acuren Corporation

Date: August 14, 2025 By:/s/ Kristin Schultes

Name: Kristin Schultes

Title:Chief Financial Officer

2

cik0002032966-20250513

FALSE000203296600020329662025-05-132025-05-13

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

May 13, 2025

Date of Report (date of earliest event reported)

Acuren Corporation

(Exact name of registrant as specified in its charter)

Delaware001-4252466-1076867

(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

14434 Medical Complex Drive, Suite 100

Tomball, Texas 77377

(Address of principal executive offices and zip code)

(800) 218-7450

(Registrant’s telephone number, including area code)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

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 2.02 Results of Operations and Financial Condition.

On May 15, 2025, Acuren Corporation (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 13, 2025, the Board of Directors of the Company approved the voluntary delisting of its common stock (the “Common Stock”) from the NYSE American LLC (“NYSE American”) in order to transfer the listing to the New York Stock Exchange (“NYSE”). Accordingly, the Company provided written notice to the NYSE American that the Company expects to voluntarily cease trading its Common Stock on the NYSE American, effective May 16, 2025, and intends to transfer its listing to the NYSE to commence trading on May 19, 2025. The Common Stock has been approved for listing on the NYSE and will continue to trade under the symbol “TIC”.

Item 7.01 Regulation FD Disclosure.

On May 14, 2025, the Company issued a press release announcing (i) its delisting from the NYSE American and (ii) its subsequent listing on the New York Stock Exchange. A copy of the press release is furnished as Exhibit 99.2.

The information furnished under this Item 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.

Item 9.01 - Financial Statements and Exhibits

(d):The following exhibits are being filed herewith:

Exhibit No.Description

99.1 Press Release Issued by Acuren Corporation on May 15, 2025

99.2 Press Release Issued by Acuren Corporation on May 14, 2025

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1

SIGNATURE

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

Acuren Corporation

Date: May 15, 2025 By:/s/ Kristin Schultes

Name: Kristin Schultes

Title:Chief Financial Officer

2

EX-99.1

2 acurencorporation-exx991.htm

EX-99.1

Document

Exhibit 99.1

Acuren Corporation

For Immediate Release

Acuren Corporation Announces Results for the Fourth Quarter and Full Year 2024

- Record full year revenue of $1.1 billion driven by deeper service line penetration with recurring customers, targeted new sales in key markets, and certain pricing initiatives -

- Acuren has redomiciled in the U.S. and listed on NYSE American -

- Establishes 2025 revenue outlook -

TOMBALL, Texas – (BUSINESS WIRE) – Acuren Corporation (NYSE American: TIC) (“Acuren” or the “Company”), a leading provider of critical asset integrity services, today reported its financial results for the three months and full year ended December 31, 2024.

The presentation of our operating results reflects the Company’s acquisition of ASP Acuren Holdings, Inc. (“ASP Acuren” or the “ASP Acuren Acquisition”). The period from July 30, 2024, through December 31, 2024, is referred to as the “Successor” period and the period from January 1, 2024 through July 29, 2024, as well as the twelve months ended December 31, 2023, is referred to as the “Predecessor” period.

Tal Pizzey, CEO of Acuren stated: “We finished 2024 having made significant progress on our financial goals, including exiting certain relationships with lower margin customers and positioning ourselves with strong momentum as a listed company. Our focus on expanding high-margin service offerings, combined with disciplined customer selection and operational excellence, we believe has strengthened our position as a leader in asset integrity services across North America. The aging infrastructure throughout our key markets continues to drive demand for our specialized services, and we believe that our team is exceptionally well-positioned to capitalize on these long-term and recurring opportunities.”

Mr. Pizzey continued, “Our success is built on one foundational principle: ‘A Higher Level of Reliability.’ This isn’t just our tagline—it’s the core of our business model. Our essential inspection services protect customers’ critical assets while representing just a fraction of their budgets. For our approximate 6,000 team members, reliability means steady careers in a safety-focused environment. Unlike many corporate values, reliability never becomes excessive, it simply builds trust and is designed to deliver consistent results. This is what makes Acuren a resilient investment with substantial growth potential. As we move forward as a public company, we remain committed to delivering sustainable growth, expanding margins and cash flow conversion while advancing our capabilities to meet the critical needs of our customers.”

Full Year 2024 Highlights

•2024 Predecessor Revenue of $633.9 million and 2024 Successor Revenue of $463.5 million compared to 2023 Predecessor Revenue of $1.05 billion.

•Combined Revenue of $1.097 billion, up 4.5% from Predecessor Revenue for the prior Predecessor period, with approximately half of the growth driven by acquisitions completed by the Predecessor during 2024 while exiting certain lower margin customer relationships.

•2024 Predecessor Net Loss of $15.7 million and 2024 Successor Net Loss of $105.5 million compared to 2023 Predecessor Net Income of $4.9 million. The net loss for the Predecessor and Successor periods in 2024 were driven primarily by non-recurring transaction-related expenses recognized in 2024.

•Combined Adjusted EBITDA of $186.7 million, up 11.5% from Predecessor Adjusted EBITDA for the prior Predecessor period. Combined Adjusted EBITDA margin of 17.0%, compared to 15.9% from the prior Predecessor period, due primarily to strong operating leverage resulting from higher revenues in our Canadian operations as well as favorable service mix.

Fourth Quarter 2024 Highlights

•Successor Revenue of $262.0 million compared to $270.1 million of Predecessor Revenue in the prior Predecessor quarter driven primarily by the timing of outage work as compared to the same Predecessor period 2023, adverse movement in foreign exchange rates, and exiting certain lower margin customer relationships, partially offset by contributions from acquisitions.

•Successor Net Loss of $15.6 million compared to Predecessor Net Loss of $14.5 million in the prior Predecessor quarter. The Successor Net Loss for the 2024 quarter was driven primarily by non-recurring transaction-related expenses.

•Successor Adjusted EBITDA of $40.7 million, up 0.2% from the prior Predecessor quarter. Successor Adjusted EBITDA margin of 15.5%, compared to 15.1% in the prior Predecessor quarter, primarily attributable to lower SG&A expenses.

Robert A.E. Franklin, Co-Chairman of Acuren commented: “Acuren’s performance throughout 2024 reflects the company’s strong market position and operational discipline. We’re confident in our strategic direction and the substantial opportunities ahead in the testing, inspection, certification and compliance space. We believe our strong balance

EX-99.1

2 ea022530801ex99-1_acuren.htm

PRESS RELEASE ISSUED BY ACUREN CORPORATION ON DECEMBER 20, 2024

Exhibit 99.1

Acuren Corporation

For Immediate Release

Acuren Corporation Announces Results for the Three and Nine Months ended September 30, 2024

Delivered improved results year over year

Houston, Texas – December 20, 2024 –Acuren Corporation (“Acuren” or the “Company”) today announced financial results for the third quarter and nine-month periods ended September 30, 2024. The comparability of our operating results for the period from July 30, 2024 through September 30, 2024 (Successor), January 1, 2024 through July 29, 2024 (Predecessor) and the nine months ended September 30, 2023 (Predecessor) was impacted by the Company’s acquisition of ASP Acuren Holdings, Inc. (“ASP Acuren” and the “ASP Acuren Acquisition”).

Third Quarter 2024 Results Compared to Third Quarter 2023 Results

●2024 Predecessor Revenue of $101.5 million and 2024 Successor Revenue of $201.5 million compared to 2023 Predecessor Revenue of $265.5 million

●Combined Revenue of $303.0 million, up 14.1% from the prior Predecessor period

●2024 Predecessor Gross Profit of $25.5 million, or 25.1%, and 2024 Successor Gross Profit of $49.2 million, or 24.4%, compared to 2023 Predecessor Gross Profit of $64.2 million or 24.2% in the prior Predecessor period

●Combined Adjusted Gross Profit of $89.8 million or 29.6% compared to 29.3% in the prior Predecessor period

●2024 Predecessor income from operations of $2.4 million and 2024 Successor loss from operations of $79.2 million compared to 2023 Predecessor income from operations of $16.1 million

●2024 Predecessor Net Income of $3.9 million and 2024 Successor Net Loss of $89.8 million compared to 2023 Predecessor Net income of $1.0 million

●Combined Adjusted EBITDA of $51.3 million, up 14.8% from the prior Predecessor period

●Combined Adjusted EBITDA margin of 16.9%, compared to 16.8% from the prior Predecessor period

Nine Months 2024 Results Compared to First Nine Months 2023 Results

●2024 Predecessor Revenue of $633.9 million and 2024 Successor Revenue of $201.5 million compared to 2023 Predecessor Revenue of $779.9 million

●Combined Revenue of $835.4 million, up 7.1% from the prior Predecessor period

●2024 Predecessor Gross profit of $162.0 million, or 25.6%, and 2024 Successor Gross Profit of $49.2 million, or 24.4%, compared to 2023 Predecessor Gross Profit of $180.6 million, or 23.2%, in the prior Predecessor period

●Combined Adjusted Gross Profit of $244.8 million or 29.3% compared to 28.4% in the prior Predecessor period

●2024 Predecessor income from operations of $36.1 million and 2024 Successor loss from operations of $79.2 million compared to 2023 Predecessor income from operations of $44.7 million

●2024 Predecessor Net Loss of $2.8 million and 2024 Successor Net Loss of $89.8 million compared to 2023 Predecessor Net Income of $8.2 million

●Combined Adjusted EBITDA of $145.9 million, up 15.2% from the prior Predecessor period

●Combined Adjusted EBITDA margin of 17.5%, compared to 16.2% from the prior Predecessor period

Tal Pizzey, CEO of Acuren stated, “Our strong year-to-date results reflect continued improvement in service revenue and margins, driven primarily by increased demand from recurring customers, new sales in target markets, and pricing initiatives implemented in 2023. The effectiveness of our S-4 marks an important milestone as we continue working diligently towards our public market debut. We believe our differentiated services, established client base, and strong market presence give us a solid foundation to grow our leadership in asset integrity testing while building a premier global testing, inspection, certification and compliance organization.”

Robert A.E. Franklin, Co-Chairman of Acuren commented, “Now that our S-4 registration statement has gone effective, we expect to begin trading on OTC imminently and look forward to an NYSE debut in the new year. We believe our strong balance sheet position, including over $130 million in cash, significant EBITDA growth, ongoing margin improvement, and a leadership team dedicated to operational excellence gives us the ability to deliver long-term value to our shareholders and capitalize on the opportunities ahead.”

Planned Relisting

On July 30, 2024, the Company completed the ASP Acuren Acquisition for $1.88 billion. On December 16, 2024, the Company’s Registration Statement on Form S-4 (File No. 333-282976) was declared effective by the U.S. Securities and Exchange Commission and, effective as of that date, it completed its re-domiciliation from the British Virgin Islands into a Delaware corporation. The Company anticipates its common stock will begin trading on the OTC Market prior to the end of the year. The Company intends to apply to list its common stock on the New York Stock Exchange during the first quarter of 2025.

About Acuren Corporation

Acuren is a leading provider of critical asset integrity s