Awards of restricted stock units (“RSUs”) are independent of stock option grants and are generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are recognized as they occur. The Company’s RSU’s consist of three types: time-based units, market-based units and performance-based units, that are settled in shares of the Company’s common stock upon vesting.

The time-based awards issued to the Company’s employees vest either (i) in equal installments over a three-year service period from the grant date or (ii) cliff vest at the end of a three-year service period from the grant date. The time-based RSUs issued to the Company’s directors vest at the end of the anniversary date of their grant date. The market-based RSUs issued to the Company’s employees vest upon the later of the (i) first anniversary of the grant date and (ii) the calendar day following the 10 consecutive trading day period during which the VWAP of the Company’s common stock reaches $20.00 per share, which must be achieved before the fifth anniversary of the grant date. The performance-based RSUs issued to the Company’s employees vest based on the attainment of performance-based targets as outlined in the award grant notice over a three-year performance period.

The grant-date fair values of the time-based units and the performance-based units were determined based on the fair value of the underlying common stock on the grant date. The grant-date fair value of the market-based units was determined using a Monte Carlo simulation method which takes into consideration different stock price paths. The significant assumptions used to determine the fair value included volatility of 35% and a risk-free interest rate of 3.37%.


	Time Vesting Units			Market Vesting Units			Performance Vesting
	Number of Units	Weighted Average Grant Date Fair Value		Number of Units	Weighted Average Grant Date Fair Value		Number of Units	Weighted Average Grant Date Fair Value
Unvested as of July 30, 2024	—	$	—	—	$	—	—	$	—
Granted	950,000	$	10.00	900,000	$	5.35	—	$	—
Forfeited	(122,500)	$	10.00	(122,500)	$	5.35	—	$	—
Units Vested	—	$	—	—	$	—	—	$	—
Unvested as of December 31, 2024	827,500	$	10.00	777,500	$	5.35	—	$	—
Granted	703,551	$	9.35	—	$	—	1,243,321	$	9.34
Forfeited	(327,848)	$	9.68	(222,500)	$	5.35	(259,000)	$	9.19
Units Vested	(259,001)	$	10.00	—	$	—	—	$	—
Unvested as of December 31, 2025	944,202	$	9.76	555,000	$	5.35	984,321	$	9.38

Share-based compensation expense is recorded in “Selling, general and administrative expenses” in the consolidated statements of operations and comprehensive income (loss). Share-based compensation expense for the Company’s RSUs during the year ended December 31, 2025 was $7.0 million, consisting of $3.6 million for time-based RSU’s, $1.1 million for market-based RSUs, and $2.3 million for performance-based RSU’s. Share-based compensation expense for the Company’s RSUs during the period from July 30 through December 31, 2024 was $1.5 million, consisting of $1.0 million for time-based RSU’s and $0.5 million for market-based RSUs,

As of December 31, 2025, the total unrecognized compensation expense for time-based RSUs was $7.2 million, which is expected to be recognized over a weighted average period of approximately 1.8 years. As of December 31, 2025, the total unrecognized compensation expense for market-based RSUs was $1.5 million, which is expected to be recognized over a weighted average period of approximately 1.2 years. As of December 31, 2025, the total unrecognized compensation expense for performance-based RSUs was $6.9 million, which is expected to be recognized over a weighted average period of approximately 2.1 years.

NV5 historically granted restricted stock awards (“RSAs”) to its employees. The RSAs generally provided for service-based cliff vesting after two to four years following the grant date. In connection with the NV5 Acquisition, all outstanding unvested RSAs otherwise not accelerated upon the NV5 Closing Date were converted into RSAs of the Company with substantially similar terms and conditions of the previously existing awards, including future service requirements. The RSAs were replaced based on an exchange ratio of 2.0387, which was calculated in the same manner as the exchange ratio that was applicable to the NV5 common stock outstanding on the NV5 Closing Date and that received merger consideration on the NV5 Closing Date.


	Number of Unvested Restricted Stock Awards	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2024	—	$	—
Restricted stock awards issued for converted NV5 awards in conjunction with the NV5 Acquisition	7,280,777	$	10.50
Forfeited	(182,355)	$	10.50
Vested	(139,993)	$	10.50
Unvested as of December 31, 2025	6,958,429	$	10.50

Share-based compensation expense relating to RSAs during the year ended December 31, 2025 was $10.2 million. Share-based compensation expense includes $0.6 million of expense related to the Company’s liability-classified awards during the year ended December 31, 2025. The total estimated amount of the liability-classified awards for fiscal 2025 is approximately $6.6 million. As of December 31, 2025, the total unrecognized share-based compensation expense for RSAs was $36.1 million, which is expected to be recognized over a weighted average period of approximately 1.6 years. The total fair value of RSAs vested during the year ended December 31, 2025 was $1.4 million.

As stipulated in the merger agreement for the Acuren Acquisition, all unvested stock options were immediately vested on the ASP Closing Date, including the Tranche C stock options which would not have otherwise become exercisable due to the market condition not being achieved. Both U.S. and Canadian holders of Tranche C stock options (including the director as discussed below) received cash proceeds totaling $7.4 million at the ASP Closing Date, which was recognized as day-one compensation expense recorded in the consolidated statement of operations and other comprehensive income (loss) in the Successor period. See section “Predecessor Period—Stock Option Plans and Stock Grants” below for details of the compensation plan.

Because the annual dividend amount associated with the Series A Preferred Stock (formerly known as the Founder Preferred Shares) is determined based on the market price of the Company’s common stock, the Company has determined the Series A Preferred Stock is akin to a market condition award settled in shares. The grant-date fair value of any potential future Annual Dividend amounted to approximately $72.8 million, which was measured using the Monte Carlo method and took into consideration different share price paths.

As the right to the annual dividend amount would only be triggered upon an acquisition, an event not considered probable until consummated, no expense was recognized before then. The Acuren Acquisition met the definition of an acquisition. Therefore, at the ASP Closing Date, the Company recognized a one-time, non-cash compensation expense of approximately $62.3 million, based on the grant-date fair value, net of cash consideration of $10.5 million received from the Founder Entity at the issuance. See “Note 4. Stockholders’ Equity” for further discussion.

On May 22, 2023, the Company issued 125,000 share options to its then Independent Non-Founder Directors to purchase common stock (formerly, ordinary shares) of the Company (the “Share Options”). The Share Options have an exercise price of $11.50 per share of common stock, subject to such adjustment as the Directors consider appropriate in accordance with the terms of the option agreements, and a performance condition of vesting on an acquisition, which such vesting occurred upon the ASP Closing Date. The grant-date fair value of the Share Options was estimated at $1.647 per share. The Acuren Acquisition met the definition of an acquisition and as a result, the Company recognized a one-time, non-cash compensation expense of $0.2 million.

During the Successor period ended December 31, 2024, the Company issued 63,700 shares of fully vested Common Stock to a selected group of employees to retain and reward their employment services and assumed the associated tax liability. As a result, the Company recognized compensation expense of $0.6 million.

On May 17, 2024, the Company reached an agreement with a member of the Company’s Board of Directors to make a one-time cash payment equal to two times the amount of share-based compensation awards entitled at the close of the Acuren Acquisition. In exchange, 42,240 shares of Tranche A Options, 21,120 shares of Tranche B Options, and 12,367 shares of Tranche C Options were forfeited. This transaction resulted in a modification to the share-based compensation awards from equity to liability classification. Because the completion of the Acuren Acquisition was not deemed probable until the actual consummation, no liability was recognized and no change to accounting made as of June 30, 2024. At the close of the Acuren Acquisition, the Company made a total cash payment of $20.8 million to the director to settle the related liability, resulting in incremental compensation expenses of $19.5 million. $17.8 million of the incremental compensation expenses were related to his Tranche A and Tranche B Options where would have become fully vested based on their original vesting conditions. Because the recognition of the expenses was triggered by the consummation of the Acuren Acquisition, they will be presented “on the line” and will not be reflected in either predecessor or successor financial statement periods. The remaining amount was related to his Tranche C Options and recognized as day-one expenses during the successor financial statement period. See further discussion in Successor section above.

On June 20, 2024 (the “Modification Date”), the Company’s Board of Directors decided to accelerate the vesting of all outstanding stock options held by its Canadian employees and make them fully exercisable effective as of June 20, 2024. Stock options that were impacted consisted of 157,844 shares of Tranche A Options, 75,656 shares of Tranche B Options, and 28,824 shares of Tranche C Options. The Company applied the modification accounting under ASC 718 and accounted for the change to the vesting condition of Tranche A Options as a Type I (Probable-to-Probable) modification and the change to Tranche B and C Options as a Type III (Improbable-to-Probable) modification. On the Modification Date, unrecognized compensation expense of $1.2 million related to Tranche A Options was immediately recognized. Additionally, the Company recognized compensation expense of $14.8 million for the aggregated incremental fair value transferred to holders of Tranche A, B, and C Options, measured as of the Modification date, as a result of the acceleration of their vesting.

Subsequent to the modification on June 24, 2024, a significant number of eligible Canadian employees exercised their vested Tranche A, B, and C Options to purchase 262,324 shares of common stock and paid the exercise price with a non-recourse promissory note (“Promissory Note”). The aggregated principal amount of Promissory Notes from employees was $28.3 million, consisting of $19.6 million for exercise prices and $8.7 million for withholding taxes. The Promissory Notes are secured by the equity interest in the common stock, bear interest at the rate of 6% per annum (increased by 3% on an event of default), and are payable on Maturity Date which is defined as the earlier of (i) the date of the closing of (x) the transactions contemplated by that certain Agreement and Plan of Merger, dated May 21, 2024, or (y) any other change of control, (ii) the termination of employment of the Holder, and (iii) the date that is three years from the date of the Promissory Notes. The exercises of these options were not considered substantive until the Promissory Notes were repaid at the close of the Acuren Acquisition on July 30, 2024.

At the close of the Acuren Acquisition on July 30, 2024, Tranche A and B stock options held by U.S. employees and certain Canadian employees whose options were not modified in June 2024 became fully vested based on their original vesting conditions and their Tranche C stock options satisfied the original performance condition but failed to meet the market condition. As a result, the remaining unrecognized compensation expense of $10.0 million associated with these options at the time of the close was immediately recognized. Because the recognition of the expense was triggered by the consummation of the Acuren Acquisition, they will be presented “on the line” and will not be reflected in either predecessor or successor financial statement periods.

The Company uses the Black-Scholes option pricing model to determine the fair value of options with service only vesting conditions and the Monte Carlo valuation model to determine the fair value of the option grants with market vesting condition. The following assumptions were used to value the options issued during the years ended December 31, 2023 and options modified during the period ended July 29, 2024: