TIC Solutions (TIC) FY2025 10-K Risk Factors: 18 New, 13 Dropped

What the changes say

Project execution, contract economics, customer payments, workforce utilization, and winning renewals dominate newly described operating risks.
NV5 integration, union exposure, subcontractor dependence, and high-risk-country work add execution and personnel risks.
Technology, regulatory compliance, professional standards, and potential common-stock dilution remain important investor risks.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Industry
The success of our businesses depends, in part, on our ability to adopt new TICC, asset integrity, and engineering solutions, increase the functionality of our current offerings, expand into adjacent and developing service categories and meet the needs and demands of our customers
Technological change, evolving standards, customer demands, pricing pressure, and expansion of NDT, RAT, and Geospatial offerings could weaken competitiveness.
NewRisks Related to Our Business and Industry
State and other public employee unions, including as a result of our unionized workforce, could adversely affect our operations
Strikes, union incompatibilities, or customer preference for non-union crews could disrupt work, acquisitions, revenues, and cash flows; 12.9% of employees are covered.
NewRisks Related to Our Business and Industry
We may be unable to integrate the business of NV5 successfully or realize the anticipated benefits of the acquisition. We may also be the subject of litigation as a result of the NV5 acquisition
Integrating NV5 could fail to deliver synergies, disrupt systems and relationships, impose unfavorable obligations, or expose TIC to unknown liabilities and litigation.
NewRisks Related to Our Business and Industry
If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability
Late, substandard, or poorly managed large projects could create additional costs or client damage claims, reducing or eliminating project profitability.
NewRisks Related to Our Business and Industry
Failure of our sub-consultants to satisfy their obligations to us or other parties, or the inability to maintain these relationships, may adversely impact our business operations and financial results
Sub-consultant delays, failures, disputes, or unavailability could jeopardize TIC’s contractual performance and service quality.
NewRisks Related to Our Business and Industry
Employee, agent or partner misconduct or our overall failure to comply with laws or regulations may adversely impact our reputation and financial results as well as subject us to criminal and civil enforcement actions
Employee, agent, or partner misconduct involving government procurement, classified information, bribery, contracts, environmental laws, or controls could trigger enforcement and reputational damage.
NewRisks Related to Our Business and Industry
If our clients delay in paying or fail to pay amounts owed to us, our business operations and financial results may be adversely impacted
Client payment delays or defaults could impair liquidity, results, and financial condition because receivables are a significant balance-sheet asset.
NewRisks Related to Our Business and Industry
Our profitability could suffer if we are not able to maintain adequate utilization of our workforce
Insufficient workforce utilization, mismatched skills, attrition, hiring, or excessive non-chargeable time could reduce margins and profitability.
NewRisks Related to Our Business and Industry
Our failure to win new contracts and renew existing contracts with private and public sector clients may adversely affect our business operations and financial results
Failure to win or renew private- and public-sector contracts, including because of financing, bonding, interest rates, or approvals, could reduce profitability.
NewRisks Related to Our Business and Industry
Losses under lump-sum contracts may adversely impact our business operations and financial results
Lump-sum contracts expose TIC to underestimated costs, unforeseen conditions, technology problems, delays, subcontractor failures, and losses.
NewRisks Related to Our Business and Industry
Our business activities may require our employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costs
Work in countries affected by war, unrest, crime, terrorism, or public health crises could cause employee casualties, repatriation costs, or abrupt withdrawal.
NewRisks Related to Our Business and Industry
If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penalties
Noncompliant professional reports or opinions could expose TIC to client and third-party claims, monetary damages, and regulatory penalties.
NewRisks Related to Government Contracting
We derive a portion of our gross revenues from public and quasi-public governmental agencies, and any disruption in government funding or in our relationship with these agencies could adversely affect our business
NewRisks Related to Government Contracting
Our inability to win or renew government contracts during regulated procurement processes or preferences granted to certain bidders for which we would not qualify could harm our operations and significantly reduce or eliminate our profits
NewRisks Related to Government Contracting
A delay in the completion of the budget process of the U.S. and state governments could delay procurement of our services and have a material adverse effect on our future revenue
NewRisks Related to Government Contracting
Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications both we and our employees need to perform services for our customers
NewRisks Related to Regulation
Changes in resource management or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services which could in turn negatively impact our revenues
NewRisks Related to our Common Stock
The market price of our common stock may experience volatility

Dropped

DroppedRisks Related to Our Business and Industry
Serious safety incidents, including fatalities and other serious injuries may result from use of RAT solutions
DroppedRisks Related to Our Business and Industry
and demands of our customers
DroppedRisks Related to Our Business and Industry
If we are not able to implement commercially competitive services in a timely manner in response to changes in the market, client requirements, competitive pressures and technology trends, our business and results of operations could be materially and adversely affected
DroppedRisks Related to Our Business and Industry
Our unionized workforce and related obligations could adversely affect our operations
RAT work-at-height safety incidents, including fatalities, injuries, litigation, regulation, publicity, and lost contracts.
DroppedRisks Related to Our Business and Industry
investigations. These deficiencies could undermine the decisions, predictions or analysis AI applications produce, subjecting us to competitive harm, legal liability and brand or reputational harm
Asset integrity technology, customer-demand, lifecycle, standards, and regulatory-change risks.
DroppedRisks Related to Regulation
Interruptions in the proper functioning of our information systems could disrupt operations and cause increases in costs and/or decreases in revenues
DroppedRisks Related to our Finances and Indebtedness
We may need additional capital in the future for working capital, capital expenditures or acquisitions, and we may not be able to access capital on favorable terms, or at all, which would impair our ability to operate our business or achieve our growth objectives
Failure to deliver commercially competitive services amid market, client, pricing, inflation, competition, and technology changes.
DroppedRisks Related to our Finances and Indebtedness
We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to us will make our securities less attractive to investors
Union strikes and work stoppages affecting customer relationships and revenues; previously 35% of Canadian employees were covered.
DroppedRisks Related to Ownership of our Securities
We may be required to issue additional shares of common stock pursuant to the terms of the Series A Preferred Stock which would dilute the holdings of investors
DroppedRisks Related to Ownership of our Securities
calculated based on the appreciated Dividend Price compared to the highest Dividend Price previously used in calculating the Annual Dividend Amount
DroppedRisks Related to Ownership of our Securities
The precise number of shares of common stock that may be required to be issued pursuant to the terms of the Series A Preferred Stock cannot be ascertained at this time as a result of dividends that may be payable in common stock
DroppedRisks Related to Ownership of our Securities
The exercise price for the Warrants is $11.50 per share (subject to adjustment in accordance with the terms of the Warrant Instrument and related agreements). There is no guarantee that the Warrants will be in the money, and as such, the Warrants may expire worthless
DroppedRisks Related to Ownership of our Securities
The Warrants are subject to mandatory redemption at $0.01 per Warrant if at any time the average price per share of common stock equals or exceeds $18.00 (subject to any prior adjustment in accordance with the terms and conditions set out in the Warrant) for a period of ten consecutive trading days

Reworded

89% rewrittenRisks Related to Regulation
We are subject to privacy and data security/protection laws in the jurisdictions in which we operate and may be exposed to substantial costs and liabilities associated with such laws and regulations
The risk now specifically covers protecting federal and other government information, while no longer expressly describing breach fines, penalties, and publicity.
88% rewrittenRisks Related to Our Business and Industry
We operate in competitive markets, and if we are unable to compete successfully, we could lose market share and revenues and our margins could decline
Competition is broadened from asset-integrity providers to a fragmented field ranging from small firms to multi-billion-dollar companies, with technology and price pressure emphasized.
88% rewrittenRisks Related to our Common Stock
There are currently 1,000,000 shares of Series A Preferred Stock outstanding. We may be required to issue additional shares of common stock pursuant to the terms of the Series A Preferred Stock which would dilute the holdings of investors
The disclosure now states that 1,000,000 Series A Preferred shares require stock dividends tied to common-stock trading prices above specified minimums.
83% rewrittenRisks Related to Regulation
Our failure to comply with the requirements and regulations of the International Traffic and Arms Regulation (“ITAR”), Export Administration Regulations (“EAR”), and trade sanctions against embargoed countries could have a material effect on our financial condition and results of operations
The risk expands beyond ITAR to EAR and embargoed-country sanctions, and adds possible fines, suspension, and debarment from U.S. government contracts.
Was: Our failure to comply with the requirements of the International Traffic and Arms Regulations (“ITAR”) could have a material effect on our financial condition and results of operations
76% rewrittenRisks Related to our Finances and Indebtedness
We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face going forward
The discussion is shortened but now expressly links additional debt to cash generation needed to fund operations and service debt.
75% rewrittenRisks Related to Our Business and Industry
Growing use of artificial intelligence (“AI”) in our business has challenges that, if not properly managed could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations
AI use is described as not significant rather than not material, and the risk now adds legal, cybersecurity, privacy, operational, technological, and reputational consequences.
65% rewrittenRisks Related to Our Business and Industry
Interruptions in the proper functioning of our information systems, including in the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation
The risk restores general system vulnerability from natural disasters, power loss, and telecommunications failures while retaining cyberattack and safeguards discussion.
Was: In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation
61% rewrittenRisks Related to our Common Stock
We will be required to issue additional shares of common stock upon the exercise of the Public Warrants and the Pre-Funded Warrant, which may dilute your interests in our common stock
The disclosure now distinguishes Public Warrants from a Pre-Funded Warrant issued in October 2025, covering up to 3,125,000 shares at $0.0001 each.
Was: We will be required to issue additional shares of common stock upon the exercise of the Warrants which may dilute your interests in the common stock
54% rewrittenRisks Related to our Common Stock
We do not currently intend to pay dividends on our common stock, consequently, your ability to achieve a return on your investment will depend on capital appreciation
Was: We do not currently intend to pay dividends on our common stock, consequently, your ability to achieve a return on your investment will depend on appreciation of the value of our common stock
51% rewrittenRisks Related to Our Business and Industry
Demand for our services is related to global oil and gas supply, economic downturns and other factors which impact our clients’ current and future spending levels
Was: Demand for our services is partially related to global oil supply, existing oil and gas refining sites and other factors which impact our clients’ current and future spending levels
49% rewrittenRisks Related to Our Business and Industry
Our revenues are heavily dependent on certain industries
47% rewrittenRisks Related to Our Business and Industry
The loss or unavailability of any of our executive officers or other key personnel could have a material adverse effect on our business
41% rewrittenRisks Related to our Common Stock
We may issue additional series of preferred stock in the future, and the terms of such preferred stock may reduce the value of our existing securities
30% rewrittenRisks Related to Taxation
Changes in tax law and practice may reduce any net returns for investors
25% rewrittenRisks Related to our Finances and Indebtedness
The terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities. In addition, our debt level may limit our future financial and operating flexibility
22% rewrittenRisks Related to Our Business and Industry
Many of the sites at which our employees work are inherently dangerous workplaces. If we fail to maintain a safe work environment, we may incur losses and lose business

All 62 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

01Our revenues are heavily dependent on certain industries49% rewritten
02Demand for our services is related to global oil and gas supply, economic downturns and other factors which impact our clients’ current and future spending levels51% rewritten
03We operate in competitive markets, and if we are unable to compete successfully, we could lose market share and revenues and our margins could decline88% rewritten
04The success of our businesses depends, in part, on our ability to adopt new TICC, asset integrity, and engineering solutions, increase the functionality of our current offerings, expand into adjacent and developing service categories and meet the needs and demands of our customersNew
05Our ongoing investments in new client markets involve significant risks, could disrupt our current operations, and may not produce the long-term benefits that we expect
06State and other public employee unions, including as a result of our unionized workforce, could adversely affect our operationsNew
07No assurances can be made that we will be successful in hiring or retaining members of a skilled technical workforce
08Many of the sites at which our employees work are inherently dangerous workplaces. If we fail to maintain a safe work environment, we may incur losses and lose business22% rewritten
09No assurances can be made that we will be successful in maintaining or renewing our contracts with our clients
10Earnings for future periods may be impacted by impairment charges for goodwill and intangible assets
11The loss or unavailability of any of our executive officers or other key personnel could have a material adverse effect on our business47% rewritten
12Our current directors may allocate their time to other businesses, leading to potential conflicts of interest in their determination as to how much time to allocate to our affairs
13Our business strategy includes acquiring companies and making investments that complement our existing businesses or expand into adjacent industries. These acquisitions and investments could be unsuccessful or consume significant resources, which could adversely affect our operating results
14We may be unable to integrate the business of NV5 successfully or realize the anticipated benefits of the acquisition. We may also be the subject of litigation as a result of the NV5 acquisitionNew
15We may experience inflationary pressures in our operating costs and cost overruns on our projects and services
16If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitabilityNew
17Failure of our sub-consultants to satisfy their obligations to us or other parties, or the inability to maintain these relationships, may adversely impact our business operations and financial resultsNew
18Employee, agent or partner misconduct or our overall failure to comply with laws or regulations may adversely impact our reputation and financial results as well as subject us to criminal and civil enforcement actionsNew
19We are and may become subject to periodic litigation which may adversely affect our business and financial performance
20Our insurance coverage will not fully indemnify us against certain claims or losses. Further, our insurance has limits and exclusions and not all losses or claims are insured
21If our clients delay in paying or fail to pay amounts owed to us, our business operations and financial results may be adversely impactedNew
22Our profitability could suffer if we are not able to maintain adequate utilization of our workforceNew
23Our failure to win new contracts and renew existing contracts with private and public sector clients may adversely affect our business operations and financial resultsNew
24Losses under lump-sum contracts may adversely impact our business operations and financial resultsNew
25Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses
26Growing use of artificial intelligence (“AI”) in our business has challenges that, if not properly managed could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations75% rewritten
27Currency translation risks may have a material impact on our results of operations
28Our business activities may require our employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costsNew
29If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penaltiesNew
30Interruptions in the proper functioning of our information systems, including in the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation65% rewritten
31Our business depends upon the maintenance of our proprietary technologies and information
32Events such as natural disasters, industrial accidents, epidemics, pandemics, war and acts of terrorism, and adverse weather conditions could disrupt our business or the business of our customers, which could significantly harm our operations, financial results and cash flow

Risks Related to Government Contracting

33We derive a portion of our gross revenues from public and quasi-public governmental agencies, and any disruption in government funding or in our relationship with these agencies could adversely affect our businessNew
34Our inability to win or renew government contracts during regulated procurement processes or preferences granted to certain bidders for which we would not qualify could harm our operations and significantly reduce or eliminate our profitsNew
35A delay in the completion of the budget process of the U.S. and state governments could delay procurement of our services and have a material adverse effect on our future revenueNew
36Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications both we and our employees need to perform services for our customersNew

Risks Related to Regulation

37Our failure to comply with the requirements and regulations of the International Traffic and Arms Regulation (“ITAR”), Export Administration Regulations (“EAR”), and trade sanctions against embargoed countries could have a material effect on our financial condition and results of operations83% rewritten
38We are, and may become, subject to periodic regulatory proceedings, including U.S. Fair Labor Standards Act (“FLSA”) and state wage and hour class action lawsuits, which may adversely affect our business and financial performance
39Changes in resource management or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services which could in turn negatively impact our revenuesNew
40Demand for our businesses can be materially affected by governmental regulation
41Our failure to comply with the regulations of the Occupational Safety and Health Administration (“OSHA”), and other state and local agencies that oversee safety and transportation compliance could reduce our revenue, profitability and liquidity
42Unsatisfactory safety performance may subject us to penalties, affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover
43We are subject to many laws and regulations in the jurisdictions in which we operate, and changes to such laws and regulations may result in additional costs and impact our operations
44If our intellectual property rights are unenforceable or become obsolete, or if new intellectual property rights held by a third party become the only or preferred way to perform services we offer, our competitive position could be adversely impacted
45Our operations and properties are subject to extensive environmental, health and safety regulations
46We are subject to privacy and data security/protection laws in the jurisdictions in which we operate and may be exposed to substantial costs and liabilities associated with such laws and regulations89% rewritten

Risks Related to our Finances and Indebtedness

47The terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities. In addition, our debt level may limit our future financial and operating flexibility25% rewritten
48We maintain the Credit Facility with a syndicate of financial institutions which include certain covenants and limitations on our operations
49We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face going forward76% rewritten
50Interest payments for borrowings on the Credit Facility are based on floating rates. As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes
51Our financial results are based, in part, upon estimates and assumptions that may differ from actual results. In addition, changes in accounting principles may cause unexpected fluctuations in our reported financial information
52If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately and timely, which could harm our business and adversely affect the value of our business
53In connection with the preparation of our consolidated financial statements for the years ended December 31, 2025, 2024 and 2023, we identified material weaknesses in our internal control over financial reporting

Risks Related to our Common Stock

54The market price of our common stock may experience volatilityNew
55There are currently 1,000,000 shares of Series A Preferred Stock outstanding. We may be required to issue additional shares of common stock pursuant to the terms of the Series A Preferred Stock which would dilute the holdings of investors88% rewritten
56We do not currently intend to pay dividends on our common stock, consequently, your ability to achieve a return on your investment will depend on capital appreciation54% rewritten
57You may not be able to realize returns on your investment in our securities within a period that you would consider to be reasonable
58We may issue additional series of preferred stock in the future, and the terms of such preferred stock may reduce the value of our existing securities41% rewritten
59We will be required to issue additional shares of common stock upon the exercise of the Public Warrants and the Pre-Funded Warrant, which may dilute your interests in our common stock61% rewritten

Risks Related to Taxation

60Changes in tax law and practice may reduce any net returns for investors30% rewritten
61Our non-U.S. stockholders may be subject to withholding taxes on distributions
62There can be no assurance that we will be able to make returns for shareholders in a tax-efficient manner

TIC Solutions (TIC) risk factors, FY2025 10-K

What the changes say

What changed since the prior 10-K

All 62 risk factors

Other TIC Solutions 10-Ks