Form 4: NV5 Director Converts Shares in Acuren Merger

NV5 Global Director Brian C. Freckmann converted his common stock and restricted stock units into Acuren Corporation shares and cash as part of a merger agreement.

Summary

• Brian C. Freckmann, a Director of NV5 Global, Inc., reported a change in beneficial ownership.
• On August 4, 2025, 34,240 shares of NV5 Common Stock were disposed of.
• This transaction occurred pursuant to an Agreement and Plan of Merger dated May 14, 2025, between NV5 Global, Inc. and Acuren Corporation.
• Each outstanding NV5 common stock share was converted into the right to receive 1.1523 shares of Acuren common stock and $10.00 in cash per share.
• Outstanding restricted stock units (RSUs) held by Mr. Freckmann automatically vested in full immediately prior to the effective time of the mergers and converted into the same merger consideration, less applicable tax withholdings.

Sentiment

Score: 7

Explanation: The filing reports the execution of a pre-announced merger, which is a neutral event in terms of new news, but the terms of the merger (cash and stock consideration, RSU vesting) are generally positive for the selling shareholders.

Positives

• The merger provides NV5 shareholders with a combination of cash and shares in Acuren Corporation, offering immediate liquidity and continued equity participation.
• Restricted stock units held by the reporting person vested in full, indicating a beneficial outcome for the RSU holders.

Negatives

• NV5 Global, Inc. common stock is no longer outstanding, as it has been converted into merger consideration, meaning NV5 as a standalone public entity ceases to exist.

Risks

• The value of the Acuren common stock received as part of the merger consideration is subject to future market fluctuations.
• Applicable tax withholdings on the conversion of restricted stock units could reduce the net proceeds for the reporting person.

Future Outlook

NA

Industry Context

This filing indicates a significant consolidation event within the engineering, consulting, or related professional services sector, where NV5 Global operates. Mergers like this often aim to achieve synergies, expand market reach, or consolidate competitive positions.

Comparison to Industry Standards

• Merger consideration involving a mix of cash and stock is a common structure in corporate acquisitions, providing both immediate value and continued participation in the combined entity's future.
• The automatic vesting of restricted stock units upon a change of control event, as seen here, is a standard provision in many executive compensation plans to ensure executives are not disadvantaged by a merger.

Stakeholder Impact

• Shareholders: NV5 shareholders received a pre-determined mix of cash and Acuren stock, effectively converting their investment.
• Employees: While not explicitly stated, the merger could lead to integration efforts impacting employees of both companies.

Key Dates

Recommendation

For existing NV5 Global, Inc. shareholders, the shares are being converted into a combination of cash and Acuren Corporation common stock as per the merger agreement. There is no further action to take regarding NV5 shares as they are being exchanged. The recommendation for Acuren Corporation would depend on a separate analysis of that company's fundamentals and the post-merger outlook.

Keywords

NV5 Global, Acuren Corporation, Merger, SEC Form 4, Stock Conversion, Restricted Stock Units, Corporate Action, Brian C. Freckmann, NVEE