SCHEDULE: Sir Martin Franklin Consolidates Voting Power in TIC Solutions

Sir Martin E. Franklin has significantly increased his voting control over TIC Solutions, Inc. common stock through a recent share distribution and an irrevocable proxy agreement.

Summary

• This is Amendment No. 3 to the Schedule 13D filing for TIC Solutions, Inc.
• On December 31, 2025, TIC Solutions, Inc. declared a dividend of 668,347 shares of Common Stock to Mariposa Acquisition IX, LLC on its Series A Preferred Stock.
• Effective January 2, 2026, Mariposa distributed these dividend shares and other previously held Common Stock (totaling 14,450,323 shares) to its members, including trusts associated with Sir Martin E. Franklin and his family.
• Sir Martin E. Franklin now beneficially owns 15,450,323 shares, representing 7.0% of the Common Stock class, with sole voting power over these shares.
• His sole dispositive power is over 13,215,535 shares.
• Mariposa Acquisition IX, LLC beneficially owns 1,000,000 shares of Series A Preferred Stock (convertible to Common Stock), representing 0.45% of the class, with sole voting and dispositive power over these shares.
• The percentages are based on 221,209,686 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding as of January 2, 2026.
• Sir Martin entered into an Irrevocable Proxy Agreement on January 2, 2026, with MEF Family Trust and RAEF Family Trust, granting him the right to vote their combined 2,234,788 shares of Common Stock as long as he serves as a director. He has no pecuniary interest in these proxy shares.

Sentiment

Score: 6

Explanation: The filing indicates a consolidation of voting power by a key individual, Sir Martin E. Franklin, which can be viewed positively for strong leadership but also raises questions about centralized control. No negative operational or financial news is present.

Positives

• Sir Martin E. Franklin, a key figure, has consolidated significant voting control, potentially indicating strong leadership and strategic direction.
• A dividend of 668,347 shares of Common Stock was distributed to Series A Preferred Stock holders.

Negatives

• No explicit negatives related to company performance or outlook are mentioned in this ownership disclosure.

Risks

• The concentration of voting power in Sir Martin E. Franklin through the irrevocable proxy agreement could be perceived as a corporate governance risk by some investors, as it centralizes decision-making authority.

Future Outlook

The Irrevocable Proxy Agreement grants Sir Martin E. Franklin voting power over certain shares for as long as he serves as a director on the Issuer's Board of Directors, indicating his continued significant involvement in the company's governance.

Management Comments

• Sir Martin E. Franklin is the sole settlor, trustee, and beneficiary of the Martin E. Franklin Revocable Trust.
• Sir Martin E. Franklin is the manager of Brimstone Investments, LLC, which is wholly-owned by a trust of which Sir Martin is a beneficiary.
• Robert A.E. Franklin, the Executive Chairman and a director of the Issuer and the son of Sir Martin, is the trustee of the RAEF Family Trust.
• Sir Martin has no pecuniary interest in the shares of Common Stock held by MEF Family Trust or RAEF Family Trust as a result of the Proxy Agreement.

Industry Context

This filing primarily concerns changes in beneficial ownership and voting control, rather than operational or financial performance, and thus does not directly provide information for industry trend analysis or competitor comparison.

Corporate Governance

Related Party Transactions

• Mariposa Acquisition IX, LLC distributed shares of Common Stock to the Martin E. Franklin Revocable Trust, MEF Holdings, LLLP, Brimstone Investments, LLC, MEF Family Trust, and RAEF Family Trust, all of which are directly or indirectly associated with Sir Martin E. Franklin or his family.
• Sir Martin E. Franklin entered into an Irrevocable Proxy Agreement with MEF Family Trust and RAEF Family Trust, which are trusts associated with his family members.

Stakeholder Impact

• Shareholders: The consolidation of voting power by Sir Martin E. Franklin could impact other shareholders by centralizing control over corporate decisions.

Next Steps

• Sir Martin E. Franklin will continue to exercise voting power over the shares subject to the Irrevocable Proxy Agreement for the duration of his directorship.

Key Dates

Keywords

TIC Solutions Inc., Schedule 13D, Beneficial Ownership, Sir Martin E. Franklin, Mariposa Acquisition IX LLC, Irrevocable Proxy, Common Stock, Series A Preferred Stock, Corporate Governance, Voting Control