TIC Solutions, Inc. (TIC)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the results of operations of: (i) TIC Solutions, Inc. and its subsidiaries (collectively, the “Company,” “we,” “our,” “us,” or “TIC Solutions”) (formerly Acuren Corporation) for the three months ended March 31, 2026, compared to the results of operations for the three months ended March 31, 2025. This discussion should be read in conjunction with the information contained in the unaudited TIC Solutions, Inc. condensed consolidated financial statements and the notes related thereto included elsewhere in this Quarterly Report and the audited financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K. The tables below are presented in thousands except for percentages and share and per share amounts.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report contains “forward-looking statements”. These forward-looking statements are based on beliefs and assumptions as of the date such statements are made. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “expect,” “anticipate,” “project,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “potential,” “target,” “would,” and similar expressions, although not all forward-looking statements contain these identifying terms. These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements concerning our expectations regarding, as of the date such statements are made: (i) economic, industry and market conditions, including as a result of inflation, and trade and geopolitical conflicts, (ii) the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity, (iii) the cost of compliance with laws and regulations, (iv) the impact of legal claims and related contingencies, (v) estimates and liabilities regarding accounting and tax matters, and (vi) the Company’s acquisitions, including the NV5 Acquisition and the goodwill, synergies and benefits of such acquisition.

These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including, among others, (i) economic conditions affecting the industries we serve, including the construction industry and the energy sector, as well as general economic conditions; (ii) adverse developments in the credit markets that could adversely affect funding of construction projects; (iii) the ability and willingness of customers to invest in infrastructure projects; (iv) a decline in demand for our services or for the products and services of our customers; (v) the fact that our revenues are derived primarily from contracts with durations of less than six months and the risk that customers will not renew or enter into new contracts; (vi) our ability to successfully acquire other businesses, successfully integrate acquired businesses into our operations and manage the risks and potential liabilities associated with those acquisitions; (vii) our ability to compete successfully in the industries and markets we serve; (viii) our ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for arrangements with fixed price terms; (ix) increases in the cost, or reductions in the supply, of the materials we use in our business and for which we bear the risk of such increases; (x) the inherently dangerous nature of the services we provide and the risks of potential liability; (xi) the seasonality of our business and the impact of weather conditions; (xii) our ability to remediate any material weaknesses; (xiii) the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and regulations; (xiv) our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness; (xv) a prolonged government shutdown, and (xvi) our compliance with certain financial maintenance covenants in the documents governing our indebtedness and the effect on our liquidity of any failure to comply with such covenants.

Please see the section entitled “Risk Factors” located in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A of this Quarterly Report for a further discussion of these and other risks and uncertainties which could affect our future results. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are legally required to disclose certain matters in our SEC filings or otherwise.

24

Table of Contents

Overview

We are a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering and consulting, and geospatial services. We provide mission-critical services that are essential to the safety, reliability, and efficiency of industrial assets, buildings and public infrastructure. Our services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets.

We operate primarily in North America and serve both private and public-sector clients. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Within industrial markets, our services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining.

On October 10, 2025, we changed our name from Acuren Corporation to TIC Solutions, Inc.

Recent Developments

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan (“ESPP”) allows qualified employees to purchase designated shares of the our common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. We did not issue any shares of common stock pursuant to the ESPP during the three months ended March 31, 2026.

Share Repurchase

On March 10, 2026, our Board of Directors approved a share repurchase program of up to $200 million of our common stock. As of March 31, 2026, we have not repurchased any common stock under the share repurchase program. Our share repurchase program does not obligate us to purchase any shares.

NV5 Acquisition

On August 4, 2025 (the “NV5 Closing Date”), we completed the NV5 Acquisition. NV5 is a global provider of infrastructure engineering, building systems, environmental consulting and geospatial analytics to private and public-sector clients in the infrastructure, utility services, construction, real estate, environmental and geospatial markets. Pursuant to the terms of the merger agreement, the aggregate purchase price was approximately $1.7 billion, including the full repayment of NV5’s outstanding debt. The Company paid total consideration consisting of $870.9 million in cash and the issuance of approximately 73.2 million shares of Company common stock.

Certain Factors and Trends Affecting Results of Operations

Summary of Acquisitions

The Company completed other immaterial acquisitions during the periods presented that also affect the comparability of its results of operations.

Economic, Industry and Market Factors

We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and other international jurisdictions and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures during 2025 and into 2026. Although we look to mitigate the impact of these pressures with a combination of cost management and price initiatives, there can be no guarantee that these initiatives will be successful. There has been no direct effect on our business from the Russian-Ukrainian or the Middle Eastern conflicts, although these conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.

The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024, and other aspects effective January 1, 2025. The U.S. and other countries continue to discuss how Pillar 2 will apply to U.S. companies. We are continuing to evaluate and monitor the impact of Pillar 2 and the evolving legislative landscape. To date, Pillar 2 has not had a material impact on our effective tax rate or condensed consolidated financial statements.

25

Table of Contents

Description of Key Financial Statement Line Items

Revenue

Revenue is recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration we expect to receive in exchange for those goods or services. Our performance obligations are satisfied as work progresses or at a point in time. Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. For our cost-reimbursable contracts, revenue is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs. Revenue from services transferred to customers at a point in time is recognized when control of the promised deliverable transfers to the customer, which is generally upon completion, delivery, or customer acceptance of reports or analyses.

Cost of revenue

Cost of revenue consists primarily of direct labor, sub-consultant services, and other direct costs. Other direct costs include materials and costs, such as supplies, tools, facility costs, and depreciation of equipment related to our services as well as travel, per diem, and lodging costs. Labor costs are recognized as labor hours are incurred in delivering services.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of certain indirect costs of providing our services, employee compensation, information systems and technology costs, share-based compensation, depreciation, amortization of intangibles, and facility related expenses.

Results of Operations

The comparability of our operating results for the three months ended March 31, 2026 and March 31, 2025 was impac

[Excerpt truncated for page length; source filing is linked above.]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ASP Acuren Holdings, Inc. (“ASP Acuren”) is our predecessor. The following is a discussion of the results of operations of TIC Solutions, Inc. (formerly Acuren Corporation) (Successor) for the year ended December 31, 2025, compared to the results of operations of ASP Acuren (Predecessor) for the period from January 1, 2024 through July 29, 2024, and of TIC Solutions, Inc. (Successor) for the period from July 30, 2024 through December 31, 2024. This discussion should be read in conjunction with the information contained in the audited TIC Solutions, Inc. consolidated financial statements and the notes related thereto included elsewhere in this Annual Report on Form 10-K.

In this section, “we,” us,” “our” and “Company” refer to TIC Solutions, Inc. (Successor) for the year ended December 31, 2025, and the Successor period from July 30, 2024 through December 31, 2024, and ASP Acuren Holdings, Inc. (Predecessor) for the Predecessor period from January 1, 2024 through July 29, 2024.

Overview

We are a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering and consulting, and geospatial services. We provide mission-critical services that are essential to the safety, reliability, and efficiency of industrial assets, buildings and public infrastructure. Our services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets.

We operate primarily in North America and serve both private and public-sector clients. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Within industrial markets, our services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining.

On October 10, 2025, we changed our name from Acuren Corporation to TIC Solutions, Inc.

Recent Developments

NV5 Acquisition

On August 4, 2025 (the “NV5 Closing Date”), we completed the NV5 Acquisition. NV5 is a global provider of infrastructure engineering, building systems, environmental consulting and geospatial analytics to private and public-sector clients in the infrastructure, utility services, construction, real estate, environmental and geospatial markets. Pursuant to the terms of the merger agreement, the aggregate purchase price was approximately $1.7 billion, including the full repayment of NV5’s outstanding debt. The Company paid total consideration consisting of $870.9 million in cash and the issuance of approximately 73.2 million shares of Company common stock.

Tax Legislation

On July 4, 2025, the “One Big Beautiful Bill Act” was enacted into law. The legislation includes changes to federal tax law, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation and more favorable rules for determining the limitation on business interest expense, among other changes. The legislation is reflected in the annual effective rate and the cash tax position of the Company.

Credit Facilities

On January 31, 2025, we entered into the First Amendment to the Credit Agreement, by and among a wholly-owned subsidiary of the Company as the initial borrower, any other of our subsidiaries from time to time party thereto as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent (the “Credit Agreement”), pursuant to which the interest rate margins for the $775.0 million seven-year senior secured term loan (the “Term Loan”) decreased from 2.50% to 1.75% for the base rate and from 3.50% to 2.75% for the secured overnight financing rate (“SOFR”), adjusted for statutory reserves. All other material terms of the Credit Agreement, including the aggregate principal amount, repayment terms, and interest rate applicable on the $75.0 million five-year revolver under a senior secured revolving credit facility available under the Credit Agreement (the “Revolving Credit Facility”) remained the same. See “Liquidity and Capital Resources — Financing” for more information.

36

Table of Contents

On August 4, 2025, in connection with the NV5 Acquisition, we entered into the Second Amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment amended the Credit Agreement to: (i) include new term loans in an aggregate principal amount of $875.0 million (the “2025 Term Loans,” and together with the 2024 Term Loans, the “Term Loans”), and (ii) increased the aggregate amount of the Revolving Credit Facility from $75.0 million to $125.0 million. Principal payments on the Term Loans, commenced on September 30, 2025 and are made in quarterly installments on the last day of each fiscal quarter in an amount equal to $4.1 million, subject to adjustments in accordance with the Credit Agreement.

As of December 31, 2025, we had $1.6 billion of principal outstanding under the Term Loans. The interest rate applicable to the Term Loans is, at our option, either: (1) a base rate plus an applicable margin equal to 1.75% or (2) SOFR plus an applicable margin equal to 2.75%. The Term Loans will mature on July 30, 2031.

With respect to the Second Amendment, “Interest expense, net” included in the consolidated statements of operations for the year ended December 31, 2025, includes interest expense, amortization of debt issuance costs and unused commitment fees on the Revolving Credit Facility incurred since the NV5 Closing Date.

Private Placement and Pre-Funded Warrant

On October 5, 2025, we entered into the Purchase Agreement with the Investor, for the Private Placement, of (i) 17,708,333 shares of our common stock, at $12.00 per share and (ii) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 3,125,000 shares of common stock, at $11.9999 per share. The aggregate gross proceeds of the Private Placement were approximately $250.0 million, before deducting placement agent fees and other expenses.

The Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, is immediately exercisable and will remain exercisable until exercised in full. The Pre-Funded Warrant is exercisable in cash or by means of a cashless exercise. The Investor may not exercise the Pre-Funded Warrant if the Investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise; provided, however, that a holder may increase or decrease such percentage by giving 61 days’ notice to us, but not to any percentage in excess of 19.99%.

On October 7, 2025, in connection with the Purchase Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the SEC for purposes of registering the resale of the shares of common stock issued pursuant to the Purchase Agreement and shares of common stock issuable upon exercise of the Pre-Funded Warrant. The registration statement became effective on October 29, 2025.

Certain Factors and Trends Affecting Our Results of Operations

Summary of Acquisitions

In addition to the NV5 Acquisition and our acquisition of ASP Acuren (the “Acuren Acquisition”), we completed other acquisitions during the periods presented that are immaterial, both individually and in the aggregate, but that also affect the comparability of our results of operations.

Economic, Industry and Market Factors

We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and other international jurisdictions and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures during 2024 and 2025. Although we look to mitigate the impact of these pressures with a combination of cost management and price initiatives, there can be no guarantee that these initiatives will be successful. There has been no direct effect on our business from the Russian-Ukrainian or the Middle Eastern conflicts, although these conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.

The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024, and other aspects effective January 1, 2025. The U.S. and other countries continue to discuss how Pillar 2 will apply to U.S. companies. We are continuing to evaluate and monitor the impact of Pillar 2 and the evolving legislative landscape. To date, Pillar 2 has not had a material impact on our effective tax rate or consolidated financial statements.

37

Table of Contents

Segments

Effective August 4, 2025, the Company’s Chief Executive Officer, who is the chief operating decision-maker (“CODM”), re-evaluated the structure of the Company’s internal organization as a result of the NV5 Acquisition. To reflect management’s revised perspective, the Company is now organized into three operating and reportable segments as follows:

•Inspection and Mitigation, which includes the Company’s legacy testing, inspection, certification and compliance services in the United States, Canada, and United Kingdom;

•Consulting Engineering, which includes the Company’s engineering, civil program management, utility services, conformity assessment, clean energy consulting, data center commissioning and consulting, buildings and program management, MEP & technology design, and environmental health science services; and

•Geospatial, which includes the Company’s geospatial solution services.

The Company’s reportable segments are strategic business units that offer different products and services. For additional information regarding our reportable segments, see “Note 19. Segment Reporting” in the notes to the consolidated financial statements in this Annual Report on Form 10-K.

Description of Key Financial Statement Line Items

Revenue

Revenue is recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration we expect to receive in exchange for those goods or services. Our performance obligations are satisfied as work progresses or at a point in time. Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. For our cost-reimbursable contracts, revenue is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs. Revenue from services transferred to customers at a point in time is recognized when control of the promised deliverable transfers to the customer, which is generally upon completion, delivery, or customer acceptance of reports or analyses.

Cost of revenue

Cost of revenue consists primarily of direct labor, sub-consultant services, and other direct costs. Other direct costs include materials and costs, such as supplies, tools, facility costs, and depreciation of equipment related to our services as well as travel, per diem, and lodging costs. Labor costs are recognized as labor hours are incurred in delivering services.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of certain indirect costs of providing our services, employee compensation, information systems and technology costs, share-based compensation, depreciation, amortization of intangibles, and facility related expenses.

Results of Operations

The comparability of our operating results for the year ended December 31, 2025 (Successor) and the year ended December 31, 2024 was impacted by the NV5 Acquisition and Acuren Acquisition. In the discussion of our results of operations for these periods, we may quantitatively disclose the impacts of the NV5 Acquisition and Acuren Acquisition to the extent they remain ascertainable.

38

Table of Contents

The following table summarizes our results of operations for the periods indicated.

Comparison of the year ended December 31, 2025 (Successor) to the year ended December 31, 2024.

Revenues

Revenues were $1.5 billion for the year ended December 31, 2025 (Successor), an increase of $432.9 million, or 39.4%, compared to $633.9 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $463.5 million during the period from July 30, 2024 to December 31, 2024 (Successor). The increase in revenues was primarily driven by incremental revenues of $431.4 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, revenues increased by $1.5 million. The increase was driven primarily by increased run-and-maintain and call-out work, which was offset by lower outage, project and construction activity. Growth driven by new client wins and increased run-and-maintain activity was offset by regional softness concentrated in the U.S. Gulf Coast and end market softness related to our chemicals and LNG customers.

Cost of revenue

Cost of revenues were $1.1 billion for the year ended December 31, 2025 (Successor), an increase of $249.2 million, or 30.0%, compared to $471.9 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $359.8 million during the period from July 30, 2024 to December 31, 2024 (Successor).The increase was primarily driven by incremental cost of revenues of $222.6 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, cost of revenues increased by $26.6 million. The increase was primarily driven by higher labor and overhead costs associated with inflation, wage adjustments, and lower utilization resulting from reduced project and turnaround volumes. These factors were partially offset by operational cost controls and productivity initiatives implemented during the year.

Gross profit

The following table presents gross profit and gross profit margin for the year ended December 31, 2025 (Successor) and for the year ended December 31, 2024.

39

Table of Contents

Gross profit was $449.4 million for the year ended December 31, 2025 (Successor), an increase of $183.7 million, or 69.1%, compared to $162.0 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $103.7 million during the period from July 30, 2024 to December 31, 2024 (Successor). The NV5 Acquisition contributed $208.8 million of gross profit and 48.4% gross profit margin. Excluding the NV5 Acquisition, gross profit decreased by $25.1 million. The decrease was primarily driven by lower outage, project and construction activity, which resulted in less efficient deployment of direct field labor and higher direct labor cost per revenue dollar. These impacts were partially offset by increased volumes of call-out work and growth in engineering and laboratory services within the Inspection and Mitigation segment, which generally carry higher gross profit than field-based services such as NDT and industrial rope access.

Selling, general and administrative expenses

The following table presents SG&A expenses and SG&A expenses as a percentage of revenue for the years ended December 31, 2025 (Successor) and for the year ended December 31, 2024.

SG&A expenses were $440.8 million for the year ended December 31, 2025 (Successor), an increase of $169.2 million, or 62.3%, compared to $121.4 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $150.3 million during the period from July 30, 2024 to December 31, 2024 (Successor). The increase in SG&A expense was primarily driven by incremental expense of $200.8 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, SG&A expenses decreased by $31.6 million. The decrease was primarily driven by a $69.8 million decrease in one-time equity charges and a $20.4 million decrease in one-time predecessor seller-related expenses and share-based compensation expense, partially offset by an increase in depreciation and amortization expenses of $64.4 million resulting from the NV5 Acquisition and the step-up in property and equipment and intangible assets from the Acuren Acquisition.

Transaction costs

Transaction costs were $25.6 million for the year ended December 31, 2025 (Successor), a decrease of $15.6 million, or 37.8%, compared to $5.2 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $36.0 million during the period from July 30, 2024 to December 31, 2024 (Successor). The decrease was primarily driven by lower transaction expenses associated with the NV5 Acquisition and other acquisitions relative to transaction costs incurred in connection with the Admiral Acquisition.

40

Table of Contents

Depreciation and Amortization Expense

Total depreciation expense for property, plant and equipment and amortization expense for intangibles were recognized as follows:

The increase in depreciation and amortization expense of $85.2 million, or 91.6%, was primarily driven by incremental depreciation and amortization expense resulting from the NV5 Acquisition and the step-up in property and equipment and intangible assets from the Acuren Acquisition.

Interest expense, net

Interest expense, net was $87.6 million for the year ended December 31, 2025 (Successor), an increase of $17.2 million, or 24.4%, compared to $39.4 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $31.1 million during the period from July 30, 2024 to December 31, 2024 (Successor). The increase in interest expense was primarily driven by an increase in our indebtedness as a result of the NV5 Acquisition.

Loss on extinguishment of debt

The loss on extinguishment of debt of $9.1 million recorded during the period from January 1, 2024 to July 29, 2024 (Predecessor) relates to the extinguishment of Predecessor debt as a result of the Acuren Acquisition.

Income taxes

The Company recorded an income tax benefit of $11.1 million for the year ended December 31, 2025 (Successor), income tax expense of $3.2 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and an income tax benefit of $5.3 million during the period from July 30, 2024 through December 31, 2024 (Successor).

For comparison of 2024 to 2023, see "Results of Operations - Comparison of the periods from January 1, 2024 to July 29, 2024 (Predecessor) (as restated) and July 30, 2024 to December 31, 2024 (Successor) to the year ended December 31, 2023" under Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 27, 2025, which discussion is expressly incorporated herein by reference thereto.

41

Table of Contents

Operating Segment Results

The following tables set forth summarized financial information about our reportable segments for the Successor and Predecessor periods indicated. As a result of the NV5 Acquisition, effective August 4, 2025, the Company is now organized into three operating and reportable segments as follows: Inspection and Mitigation, Consulting Engineering and Geospatial.

Comparison of the year ended December 31, 2025 (Successor) to the year ended December 31, 2024.

Revenue

Cost of revenue

Gross profit

Inspection and Mitigation

Inspection and Mitigation revenue was $1.1 billion for the year ended December 31, 2025 (Successor), an increase of $1.5 million, or 0.1%, compared to $633.9 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $463.5 million during the period from July 30, 2024 to December 31, 2024 (Successor). The increase was driven primarily by increased run-and-maintain and call-out work, which was offset by lower outage, project and construction activity. Growth driven by new client wins and increased run-and-maintain activity was offset by regional softness concentrated in the U.S. Gulf Coast and end market softness related to our chemicals and LNG customers.

42

Table of Contents

Segment gross profit was $240.6 million for the year ended December 31, 2025 (Successor), a decrease of $25.1 million, or 9.4%, compared to $162.0 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $103.7 million during the period from July 30, 2024 to December 31, 2024 (Successor). The decrease was primarily driven by lower outage, project and construction activity, which resulted in less efficient deployment of direct field labor and higher direct labor cost per revenue dollar. These impacts were partially offset by increased volumes of call-out work and growth in engineering and laboratory services within the Inspection and Mitigation segment, which generally carry higher gross profit than field-based services such as NDT and industrial rope access.

Consulting Engineering

Consulting Engineering revenue was $300.1 million for the year ended December 31, 2025 (Successor) due to the NV5 Acquisition and was primarily attributable to growth in data center and infrastructure conformity assessment work as well as real estate due diligence projects. Segment gross profit was $142.5 million for the year ended December 31, 2025 (Successor).

Geospatial

Geospatial revenue was $131.3 million for the year ended December 31, 2025 (Successor) due to the NV5 Acquisition. During the period, the Geospatial segment experienced normal course growth in government work primarily related to projects with federal agencies. Segment gross profit was $66.3 million for the year ended December 31, 2025 (Successor).

Liquidity and Capital Resources

Overview

Overall, the Company believes that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under its existing revolving credit facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants. The Company’s uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expenditures to support its growth, repay debt maturities as they become due, and complete integration activities. The Company’s principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, as well as to execute and integrate strategic acquisitions. In addition, we will use available cash, borrowing capacity, and cash flows from operations to fund our operating leases, finance leases, debt repayments and various other obligations as they arise as noted within “Note 12. Long-Term Debt” and “Note 15. Leases.”

Financing

Successor Period

We have a $775.0 million senior secured 2024 Term Loan and an $875.0 million senior secured 2025 Term Loan under our term loan facility under the Credit Agreement, as well as a $125.0 million five-year senior secured revolving credit facility, of which up to $20.0 million can be used for the issuance of letters of credit. As of December 31, 2025 (Successor), we had $1.6 billion of indebtedness outstanding under the Term Loans and no amounts outstanding under the Revolving Credit Facility. For discussion of the First Amendment to our Credit Agreement, and the Second Amendment, see “Note 12. Long-Term Debt” of the notes to our consolidated financial statements.

For discussion of the covenants contained in the Credit Agreement governing our Term Loans and Revolving Credit Facility, see “Note 12. Long-Term Debt” of the notes to our consolidated financial statements. As of December 31, 2025 (Successor), we were in compliance with these covenants.

Predecessor Period

ASP Acuren entered into a credit agreement on December 20, 2019, as amended (the “2019 ASP Acuren Credit Agreement”) that provided for a term loan and a revolving credit facility of $715.0 million and $75.0 million, respectively. In connection with the Acuren Acquisition on July 30, 2024, the 2019 ASP Acuren Credit Agreement was repaid in full.

43

Table of Contents

Cash Flows

The following table summarizes net cash flows with respect to the Company’s operating, investing, and financing activities for the periods indicated (in thousands):

Cash flows attributable to our operating activities

Net cash provided by operating activities for the year ended December 31, 2025 (Successor) was $95.0 million, an increase of $72.0 million compared to cash provided by operating activities of $20.4 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $2.6 million during the period from July 30, 2024 to December 31, 2024 (Successor). The increase was a result of increases in our net income adjusted for noncash items primarily driven by increased revenue and changes in our working capital. The changes in our working capital that contributed to increased cash flows from operations were primarily a result of decreases in accounts receivable of $55.3 million due to timing of project billing cycles and increases in accounts payable of $12.7 million driven by timing of payments, partially offset by decreases in accrued expenses and other current liabilities of $22.0 million and increases in contracts assets of $14.7 million.

Cash flows attributable to our investing activities

For the year ended December 31, 2025 (Successor), net cash used in investing activities was $874.1 million, a decrease of $1.0 billion compared to net cash used in investing activities of $58.0 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $1.8 billion during the period from July 30, 2024 to December 31, 2024 (Successor). The decrease in cash used in investing activities was primarily a result of decreased cash paid for acquisitions of $1.0 billion.

Cash flows attributable to our financing activities

For the year ended December 31, 2025 (Successor), net cash provided by financing activities was $1.1 billion, a decrease of $346.4 million compared to net cash provided by financing activities of $7.8 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $1.4 billion during the period from July 30, 2024 to December 31, 2024 (Successor). The decrease in cash provided by financing activities was primarily a result of a decrease in cash proceeds from the issuance of common shares and exercise of warrants of $416.2 million, partially offset by an increase in proceeds from long-term borrowings of $70.0 million.

Effect of exchange rate changes on cash and cash equivalents

For the year ended December 31, 2025 (Successor), during the period from January 1, 2024 to July 29, 2024 (Predecessor), and during the period from July 30, 2024 to December 31, 2024 (Successor), the effect of foreign exchange rate changes on cash was $3.7 million, $7.9 million, and $0.1 million, respectively. The impact of exchange rates on cash and cash equivalents is primarily attributable to fluctuations in the U.S. Dollar exchange rate against the Canadian Dollar.

Off-Balance Sheet Arrangements

During the year ended December 31, 2025 (Successor), the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor) and the year ended December 31, 2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

44

Table of Contents

Recently Issued Accounting Pronouncements

See “Note 2. Summary of Significant Accounting Policies” of the Notes to our Consolidated Financial Statements for disclosures regarding recently issued accounting pronouncements and the critical accounting policies related to our business.

Critical Accounting Estimates

For discussion regarding our significant accounting policies, see “Note 2. Summary of Significant Accounting Policies” of the Notes to our Consolidated Financial Statements. We have outlined below the policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, by following the five-step model: we identify a contract with a customer, identify the performance obligation(s) in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenues as we satisfy the performance obligation(s).

Nature of Services and Performance Obligations

We provide TICC, engineering, geospatial and other services to customers under a variety of contract types. Contracts are evaluated to determine whether they should be combined and whether they contain one or multiple performance obligations. Most contracts contain a single performance obligation, as the promise to transfer individual services is not separately identifiable from other promises in the contract and, therefore, is not distinct. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation utilizing several different pricing scenarios and is able to discretely price out each individual component based on its nature and relation to the overall performance obligation.

Performance obligations are generally satisfied over time as work progresses or services are rendered, because the customer simultaneously receives and consumes the benefits of our performance. Revenue may be recognized over time based on time and material incurred to date, which best portrays the transfer of control to the customer, or based on progress measured using an input method by comparing direct costs incurred to date to the estimated total direct costs for the completion of the services. Contract costs include labor, sub-consultant services and other direct costs. For contracts that meet the required conditions, we apply the as-invoiced practical expedient and recognizes revenue based on its right to invoice for services performed.

Performance obligations in certain contract are satisfied at a point in time. Revenue for these services is recognized when control of the promised deliverable transfers to the customer, which is generally upon completion, delivery or customer acceptance of reports or analyses.

We enter into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-unit price. Cost-reimbursable contracts consist of the following:

•Time and material contracts, which are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, we negotiate hourly billing rates and charges the clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.

•Cost-plus contracts are the predominant contracting method used by U.S. Federal, state, and local governments. Under these types of contracts, we charge clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value.

•Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of our lump-sum contracts are negotiated, arise in the design of projects with a specified scope and project deliverables, and are billed as work progresses. In most cases, we can bill additional fees if the construction schedule is modified and lengthened.

Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed.

45

Table of Contents

As of December 31, 2025, we had $1.1 billion of remaining performance obligations, of which $808.5 million is expected to be recognized over the next 12 months. Performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts we may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, we include revenue from such contracts in performance obligations to the extent of the remaining estimated amount. The majority of unsatisfied performance obligations are expected to be recognized as revenue within one year.

Contract estimates are based on various assumptions to project the outcome of future events. These assumptions are dependent upon the accuracy of a variety of estimates, including engineering progress, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. If estimated total costs on contracts indicate a loss or reduction to the percentage of total contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The effect of revisions to revenues and estimated costs to complete contracts, including penalties, incentive awards, change orders, claims and anticipated losses, are recorded on a cumulative catch-up basis in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment.

Business Combinations

We account for our business combinations under the acquisition method of accounting, with the purchase price allocated based on the fair value to the individual assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of the respective acquisition’s future performance and related cash flows, selection of a discount rate and economic lives, and use of Level 3 measurements. While we use the best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, estimates are inherently uncertain and subject to refinement. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations and comprehensive income (loss).

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the underlying net tangible and intangible assets acquired. The Company evaluates the impairment of its goodwill annually on October 1, or more frequently when events or changes in circumstances indicate that goodwill may be impaired. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Historically, the legacy Acuren business had two reporting units, United States and Canada. Effective October 1, 2025, the Company re-evaluated the structure of the Company’s internal organization as a result of the NV5 Acquisition and has combined the two reporting units into one reporting unit, Inspection and Mitigation. As a result, the Company now has four reporting units, Inspection and Mitigation, Infrastructure, BTS, and Geospatial. The Infrastructure and BTS reporting units comprise the Consulting Engineering operating segment.

The Company performs a goodwill impairment assessment annually, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. An assessment can be performed by first completing a qualitative assessment on some or all of the Company’s reporting units in order to conclude that it is more likely than not that a reporting unit’s fair value is below its carrying amount (that is, a likelihood of more than 50%). The Company can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units. Under the quantitative assessment, the estimated fair value of a reporting unit is compared with its carrying amount. If the carrying amount exceeds fair value, then an impairment loss would be recognized in an amount equal to that excess, limited to the amount of goodwill allocated to that reporting unit.

46

Table of Contents

If the Company believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.

Due to changes in legacy Acuren reporting units, the Company conducted a quantitative impairment assessment at prior reporting unit levels. This involved comparing each unit's fair value—determined by market multiples (market approach) and discounted future cash flows (income approach)—with its carrying amount, including goodwill. Under the market approach, management uses selected financial information of publicly-traded companies that compare to the reporting unit to derive a market-based multiple. The public company multiples are based on peer group multiples adjusted for size, growth, risk and margin. The discounted future cash flows assessment required significant judgments regarding revenue growth rates, EBITDA margins, discount rates, and other market participant considerations. If a unit's carrying amount surpassed its fair value, an impairment loss would reduce goodwill and be charged to earnings, limited to the allocated goodwill, while accounting for income tax effects on any tax-deductible goodwill impairment. There was no goodwill impairment identified. The company performed a qualitative assessment on the post internal organization Inspection and Mitigation reporting unit and determined there was no impairment charges for the period

As of the annual measurement date, October 1, 2025, the Company performed a qualitative analysis of its Infrastructure, BTS, and Geospatial reporting units and determined there were no impairment charges for the period. During the periods ended December 31, 2024 and 2023, the Company performed a qualitative analysis and determined there were no impairment charges for either period.

Although management believes that assumptions are reasonable, actual results may vary significantly. These impairment assessments involve the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. Furthermore, significant negative industry or economic trends, disruptions to our business, unexpected significant changes or planned changes in use of the assets, a decrease in our business results, growth rates that fall below our assumptions, and a sustained decline in our stock price and market capitalization may have a negative effect on the fair values and key valuation assumptions. Such changes could result in changes to our estimates of our fair value and a material impairment of goodwill. To address this uncertainty, a sensitivity analysis is performed on key estimates and assumptions.

Intangible Assets

Intangible assets consisting of customer relationships, technology, trade names, and non-compete agreements, have been recorded based on their fair value at the date of acquisition and are amortized over their economic useful lives which range from 2 to 15 years. Amortization on other intangibles assets is included within selling, general and administrative expenses.

Valuation of Long-Lived Assets

Long-lived assets, such as property, plant and equipment and purchased identifiable intangible assets that are subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of an asset is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no indications of impairment identified during 2025, 2024, or 2023.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured at the enacted income tax rates expected to apply in the taxable year that the asset or liability is expected to be recovered or settled.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of a deferred income tax asset will not be realized. Valuation allowances are provided when management believes, after estimating future taxable income, considering feasible income tax planning opportunities and weighing all facts and circumstances that certain deferred tax assets are not recoverable. We evaluate our tax contingencies and recognize a liability when we believes it is more likely than not that a liability exists.

47

Table of Contents

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

We record interest expenses and penalties on uncertain tax liabilities in the provision for income taxes.