Form 4: Director Franklin's Share Transfers & POA Update

TIC Solutions Director Robert A. E. Franklin reports significant indirect common stock transfers and a new power of attorney for SEC filings.

Summary

• Robert A. E. Franklin, a director of TIC Solutions, Inc., reported changes in his indirect beneficial ownership of common stock.
• On December 31, 2025, Mariposa Acquisition IX, LLC, which holds the Issuer's Series A Preferred Stock, received a stock dividend of 120,244 shares of Common Stock.
• On January 2, 2026, Mariposa Acquisition IX, LLC distributed 1,117,394 shares of Common Stock pro rata to its members, resulting in 0 shares beneficially owned by Mariposa IX following this transaction.
• Concurrently on January 2, 2026, the RAEF Family Trust, of which Mr. Franklin is a trustee and beneficiary, acquired 1,117,394 shares of Common Stock through this distribution.
• Mr. Franklin indirectly beneficially owns 1,117,394 shares of Common Stock through the RAEF Family Trust.
• Mariposa Acquisition IX, LLC also holds Series A Preferred Stock convertible into 185,000 shares of Common Stock.
• A Power of Attorney was executed on December 30, 2025, appointing MaryJo OBrien as attorney-in-fact for Robert A. E. Franklin to handle SEC filings, including Forms 3, 4, 5, and 144.

Sentiment

Score: 5

Explanation: This filing is largely administrative and informational, detailing changes in indirect beneficial ownership and a power of attorney. It does not contain information that would significantly alter the company's financial outlook or operational performance, hence a neutral score.

Positives

• The reporting person, Robert A. E. Franklin, continues to hold a significant indirect stake in TIC Solutions, Inc. through the RAEF Family Trust (1,117,394 shares of Common Stock).
• The company's Series A Preferred Stock includes a stock dividend mechanism, indicating a structured return for preferred shareholders.

Risks

• Mr. Franklin disclaims beneficial ownership of shares held by Mariposa Acquisition IX, LLC and RAEF Family Trust except to the extent of his pecuniary interest, which could imply a complex ownership structure.

Future Outlook

The Series A Preferred Stock is convertible into Common Stock at any time at the holder's election, or automatically by December 31, 2034, or upon a 'change of control dividend date.' This indicates a future potential increase in common stock outstanding.

Management Comments

• The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 16 of the Exchange Act.
• Mr. Franklin disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa IX except to the extent of his pecuniary interest therein.
• Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

Industry Context

This filing is a routine insider ownership disclosure (Form 4) and a related administrative document (Power of Attorney). It reflects standard corporate governance practices for directors and officers of publicly traded companies to report their holdings and transactions. The stock dividend and subsequent distribution indicate a structured approach to managing equity interests within a private investment vehicle (Mariposa IX) tied to a director.

Comparison to Industry Standards

• The filing of a Form 4 for changes in beneficial ownership is standard practice for directors and officers of publicly traded companies, aligning with SEC regulations under Section 16(a) of the Exchange Act.
• The use of a Power of Attorney for SEC filings is a common administrative convenience for busy executives, ensuring timely and accurate submissions.
• The structure involving a preferred stock dividend and subsequent pro rata distribution from an LLC to a family trust is a common method for managing and transferring equity interests among sophisticated investors or family offices, similar to practices seen in private equity or venture capital structures before or after a public listing.

Management Changes

Corporate Governance

Related Party Transactions

• The transactions involve Mariposa Acquisition IX, LLC and RAEF Family Trust, both of which Robert A. E. Franklin has an interest in (trustee and beneficiary for RAEF Family Trust, and RAEF Family Trust holds an interest in Mariposa IX). These are related party transactions concerning the beneficial ownership of the director.

Stakeholder Impact

• Shareholders: The pro rata distribution and subsequent transfer to a family trust clarify the indirect ownership structure of a director, but do not immediately impact the company's operations or overall share count beyond the preferred stock conversion potential.
• Regulatory Authorities: The filing ensures compliance with Section 16(a) of the Exchange Act, providing transparency regarding insider ownership changes.

Next Steps

• The Series A Preferred Stock held by Mariposa Acquisition IX, LLC will automatically convert into Common Stock by December 31, 2034, or earlier upon a 'change of control dividend date.'

Key Dates

Recommendation

This filing is primarily administrative and informational, detailing a director's indirect ownership changes and a power of attorney. It does not contain new financial performance data, strategic shifts, or material events that would warrant a change in investment recommendation. The transactions are internal transfers within related entities and a routine stock dividend, not open market sales or purchases that would signal a change in insider sentiment. Therefore, a "hold" recommendation is appropriate as there's no new information to alter an existing investment thesis.

Keywords

TIC Solutions, Robert A. E. Franklin, Form 4, SEC filing, beneficial ownership, stock dividend, Series A Preferred Stock, corporate governance, insider trading, EDGAR, Power of Attorney