TIC Solutions, Inc. 8-K

What Happened
TIC Solutions, Inc. announced on December 31, 2025 that its Board approved a stock dividend of 668,347 shares of common stock to satisfy the Annual Dividend Amount owed on the company’s 1,000,000 outstanding shares of Series A preferred stock. The dividend calculation used a Dividend Price of $10.2829, based on the volume-weighted average price over the last ten trading days of 2025. After issuing the shares on January 2, 2026, TIC reported approximately 221,209,686 shares of common stock outstanding.

Key Details

• 668,347 shares of common stock were issued as the stock dividend.
• 1,000,000 shares of Series A preferred stock are currently outstanding.
• Dividend Price used: $10.2829 (10-day VWAP ending 2025).
• Annual Dividend Amount formula: 20% of the appreciation (if any) of average market price above the $10.00 initial offering price, multiplied by the Preferred Share Dividend Equivalent of 121,476,215.
• Post-issuance common shares outstanding: ~221,209,686 (filed on 01/02/2026; signed by CFO Kristin Schultes).

Why It Matters
This action converts a contractual preferred-stock dividend into common shares, modestly increasing the company’s common share count and diluting existing common shareholders by roughly 0.3%. The dividend amount is tied to share-price appreciation above the $10 offering price, so similar stock dividends could recur in future years if the Dividend Price increases. Investors should note the mechanics and potential for incremental dilution when evaluating share count and per-share metrics.