Form 4: Sir Martin Franklin's TIC Solutions Stock Transactions

Sir Martin E. Franklin reported a stock dividend on Series A Preferred Stock and a subsequent pro rata distribution of common stock from Mariposa Acquisition IX, LLC.

Summary

• Sir Martin E. Franklin, a director and 10% owner of TIC Solutions, Inc., filed a Form 4 detailing recent stock transactions.
• On December 31, 2025, Mariposa Acquisition IX, LLC (Mariposa IX) received 668,347 shares of Common Stock as a stock dividend on its Series A Preferred Stock, based on the market price for the last ten trading days of the calendar year.
• On January 2, 2026, Mariposa IX executed a pro rata distribution of 19,545,847 shares of Common Stock to its members.
• Following this distribution, Mariposa IX's direct beneficial ownership of Common Stock became 0 shares.
• The distributed shares were subsequently held indirectly by Sir Martin E. Franklin through MEF Holdings, LLLP (1,952,745 shares), Brimstone Investments LLC (5,410,813 shares), and the Martin E. Franklin Revocable Trust (4,851,977 shares).
• Sir Martin E. Franklin is the manager of Mariposa IX, MEF Holdings, LLLP, and Brimstone Investments LLC, and the sole settlor, trustee, and beneficiary of the Martin E. Franklin Revocable Trust.
• Mariposa IX is no longer subject to Section 16 Form 4 or Form 5 obligations, making this an exit filing for Mariposa IX.
• The Series A Preferred Stock held by Mariposa IX is convertible one-for-one into Common Stock and will automatically convert by December 31, 2034, or upon a 'change of control dividend date'.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of insider transactions and beneficial ownership changes, including a stock dividend and subsequent distribution. It does not contain information that would significantly alter the company's perceived value or outlook, thus maintaining a neutral sentiment.

Positives

• The stock dividend represents a return to Series A Preferred Stock holders.
• The distribution clarifies the beneficial ownership structure for Sir Martin E. Franklin's holdings, enhancing transparency.

Future Outlook

The Series A Preferred Stock will automatically convert into Common Stock upon the earlier of a 'change of control dividend date' or December 31, 2034. The Power of Attorney remains in effect until Sir Martin E. Franklin is no longer required to file Forms 3, 4, and 5.

Management Comments

• Sir Martin E. Franklin disclaims beneficial ownership of shares held by Mariposa Acquisition IX, LLC, MEF Holdings, LLLP, and Brimstone Investments LLC, except to the extent of his pecuniary interest therein.
• The attorneys-in-fact are not assuming Sir Martin E. Franklin's responsibilities to comply with Section 16 of the Exchange Act.
• Mariposa Acquisition IX, LLC may be deemed a 'director by deputization' solely for Section 16 purposes, but the filing does not admit that any reporting person is a member of such a group.

Industry Context

This filing is a standard insider transaction report (Form 4) and an associated Power of Attorney, which are routine disclosures in the financial industry. It reflects changes in beneficial ownership for a key insider, which is closely watched by investors for insights into management's confidence and strategic positioning. It doesn't directly relate to broader industry trends beyond standard corporate governance and transparency practices.

Comparison to Industry Standards

• This filing adheres to SEC reporting requirements for beneficial ownership changes by directors and 10% owners, which is a standard practice across publicly traded companies in the U.S. No specific comparable companies or projects are mentioned within the filing to benchmark against.

Corporate Governance

Related Party Transactions

• The transactions involve entities managed by or related to Sir Martin E. Franklin (Mariposa Acquisition IX, LLC, MEF Holdings, LLLP, Brimstone Investments LLC, Martin E. Franklin Revocable Trust), which are inherently related party dealings in the context of insider reporting.

Stakeholder Impact

• Shareholders: Provides transparency regarding the beneficial ownership structure of a significant insider (Sir Martin E. Franklin) and the distribution of shares from a major holder (Mariposa Acquisition IX, LLC). The stock dividend benefits Series A Preferred Stock holders.
• Regulatory Authorities: Demonstrates compliance with Section 16(a) of the Exchange Act and other SEC filing requirements.

Next Steps

• Automatic conversion of Series A Preferred Stock into Common Stock by December 31, 2034, or upon a 'change of control dividend date'.
• Sir Martin E. Franklin's continued compliance with Section 16 reporting obligations until no longer required.

Key Dates

Keywords

TIC Solutions, Sir Martin E. Franklin, Form 4, beneficial ownership, stock dividend, common stock, preferred stock, Mariposa Acquisition IX, SEC filing, insider transaction, corporate governance