Teamshares Announces $225 Million Preferred Equity Investment

The non-convertible shares rank ahead of common stock and carry a 16.0% annual cash dividend.

Rhea-AI Summary

Teamshares (TMS) closed a $225 million preferred equity investment from accounts advised by T. Rowe Price Investment Management.

The newly designated Series A shares are perpetual, non-voting and non-convertible. The funded amount is net of a 1% original issue discount. Teamshares primarily intends to use the proceeds for acquisitions. Its agreements also permit the issuance of up to $75 million more of the same series to other institutional investors.

The annual cash dividend is 16.0%, falling to 14.5% if specified deleveraging and EBITDA thresholds are met. Teamshares may instead elect to pay the dividend in kind at a premium. The preferred shares rank above common stock and below debt.

Teamshares plans to combine the capital with senior acquisition debt and seller notes. The company expects the investment to support its capital position while it pursues refinancing of existing debt and additional acquisition financing.

Positive

• $225 million in Series A preferred equity issued at closing

Negative

• 16.0% annual cash dividend on the Series A preferred shares

News Explained

Teamshares may redeem the preferred shares at any time, with make-whole premiums through the second anniversary and declining premiums afterward; holders can require redemption beginning on the seventh anniversary.

Market Context

On Aug 14, Teamshares reported acquisition-related LOIs in its earnings release, documenting a prior...

Analysis

On Aug 14, Teamshares reported acquisition-related LOIs in its earnings release, documenting a prior acquisition pipeline directly relevant to the new financing’s stated acquisition use.

Key Figures

Preferred equity issued: $225 million Additional issuance capacity: Up to $75 million Original issue discount: 1% +4 more

Preferred equity issued

$225 million

Issued at closing

Additional issuance capacity

Up to $75 million

Same series to other institutional investors

Original issue discount

1%

Funded amount is net of the discount

Cash dividend rate

16.0% per annum

Series A Preferred Stock

Conditional cash dividend rate

14.5%

If specified deleveraging and EBITDA thresholds are met

Make-whole period

Through the second anniversary

Company may call the preferred stock subject to make-whole

Holder redemption right

Beginning on the seventh anniversary

Holders may require redemption

Historical Context

1 past event · Latest: Aug 14

1 event

1. Aug 14

   Earnings report

   24h Move

   +1.6%

   Reported acquisition-related LOIs and reaffirmed 2026 outlook, documenting a prior acquisition pipeline.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

preferred equity, original issue discount, pay-in-kind, ebitda, +1 more

5 terms

preferred equity financial

"Teamshares Announces $225 Million Preferred Equity Investment"

Preferred equity is a type of investment that sits between common stock and debt in a company's financial structure. It typically offers investors priority in receiving dividends and getting their money back if the company runs into trouble, making it somewhat safer than regular shares. Investors value preferred equity because it provides a steady income stream while still allowing some participation in the company's success.

original issue discount financial

"The funded amount is net of a 1% original issue discount."

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

pay-in-kind financial

"Teamshares may elect to pay-in-kind at a premium."

Payment-in-kind (often abbreviated PIK) is when a borrower or issuer satisfies interest or dividend obligations by issuing additional securities, shares, or increasing the principal amount instead of paying cash. For investors, it changes when and how they receive value: returns may compound and be delayed, and the number of securities they hold or the debt balance can grow like interest being added to the loan principal, which affects income timing and ownership dilution.

ebitda financial

"We have subsequently signed additional LOIs beyond the $30 million of EBITDA under LOI"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

View in glossary

make-whole financial

"Callable at any time and subject to make-whole through the second anniversary"

A make-whole provision is a clause in a loan or bond that requires the borrower to pay an extra amount when repaying the debt early, intended to compensate lenders for the interest payments they will miss. It matters to investors because it changes the effective return and liquidity of a bond—reducing the incentive for borrowers to refinance and protecting holders from losing future income, much like reimbursing the remainder of a subscription if someone cancels early.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Investment enhances Teamshares’ programmatic acquisition strategy with flexible, non-dilutive capital

NEW YORK, Sept. 23, 2026 (GLOBE NEWSWIRE) -- Teamshares (NASDAQ:TMS, the “Company”), a tech-enabled acquiror of high-quality SMEs, announced a significant investment by accounts advised by T. Rowe Price Investment Management, Inc. (“TRPIM”).

Teamshares has closed a $225 million preferred equity investment, structured as a newly designated Series A perpetual, non-voting, non-convertible preferred stock (the “Series A Preferred Stock”). The investment proceeds are primarily intended to fund additional acquisitions, core to Teamshares’ programmatic acquisition growth strategy. The definitive documents include the Company’s ability to issue up to an additional $75 million to other institutional investors.

Teamshares’ strategic rationale for the financing includes:

• Growth capital in place: Funded acquisition capital derisks the financing execution to achieve Teamshares’ 2026 and 2027 acquisition growth targets. Deployment of this capital towards accretive acquisitions is expected to meaningfully improve the Company’s cash flow profile.

• Non-dilutive instrument: The non-convertible and non-voting terms preserve common stock ownership.

• Attractive blended cost of capital: The funds will ultimately be combined with lower cost senior acquisition debt financing and seller notes to create an attractive blended cost of capital.

• Strengthens capital position and financial flexibility: The Series A Preferred Stock is subordinated to senior lenders and is expected to strengthen the Company’s capital position as it pursues the refinancing of existing indebtedness and additional acquisition debt financing. The structure preserves flexibility to access and optimize senior debt financing alongside the preferred investment. The instrument can also be redeemed by the Company at any time subject to customary make-whole and redemption premiums.

Teamshares CEO Michael Brown said, “We are grateful to attract top-tier investors like TRPIM as we set out to scale in the public markets. Teamshares has a vast inbound funnel of high-quality SMEs, with over 15,000 size-qualified, actively-for-sale companies per year through our software. We have subsequently signed additional LOIs beyond the $30 million of EBITDA under LOI disclosed on our recent earnings call, and we plan to start deploying this fresh balance sheet capital quickly into high-quality acquisitions with durable cash flow at attractive returns on invested capital. We are pleased that our recent public market entry is bearing fruit, with a wider array of tools to deliver shareholder value and a resilient, flexible balance sheet. Speaking with strong conviction in our prospects to compound shareholder value, I believe this financing preserves significantly more upside for existing common shareholders than raising an equivalent amount of common equity at this stage of our growth.”

Teamshares CFO Brian Gaebe added, “The returns on our acquisitions are attractive relative to our blended financing cost and we believe that spread can drive meaningful earnings growth and incremental cash flow. Also, this investment strengthens our capital position and provides an important foundation for optimizing our capital structure over time, including enhancing our ability to access debt financing on attractive terms."

Key terms of the Series A Preferred Stock include:

• Size: $225 million issued at closing with the ability to issue up to an additional $75 million of the same series to other institutional investors. The funded amount is net of a 1% original issue discount.

• Dividend rate: 16.0% per annum if paid in cash, stepping down to 14.5% in cash if specified deleveraging and EBITDA thresholds are met. Teamshares may elect to pay-in-kind at a premium.

• Ranking: Senior to common stock and junior to any indebtedness.

• Redemption: Callable at any time and subject to make-whole through the second anniversary, and thereafter at a declining premium. Holders may require redemption beginning on the seventh anniversary of issuance.

• Voting rights: Non-voting, except as required by Delaware law.

Goldman Sachs & Co. LLC acted as exclusive financial advisor and Mayer Brown LLP served as legal counsel to Teamshares in connection with the transaction. Nelson Mullins Riley & Scarborough LLP served as legal counsel to TRPIM.

Additional information regarding the terms of the Series A Preferred Stock is available in Teamshares’ Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission, also available on the Company’s investor relations website at https://investors.teamshares.com/.

About Teamshares
Teamshares is a tech-enabled acquiror of high-quality businesses, intending to be a permanent home for businesses. Part holdco, part fintech, Teamshares programmatically acquires companies with $0.5 to $5 million of EBITDA from retiring owners, integrates them with the Teamshares platform, and helps employees earn operating company stock. Founded in 2019, Teamshares operates subsidiaries with consolidated revenue of over $500 million for the trailing twelve month period as of June 30, 2026 across over 40 industries and 30 states. For more information, visit https://investors.teamshares.com/.

Forward Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical facts contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terms such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "seeks," "future," "outlook," "prospects," "will," "would," "should," "could," "may," "can have" or similar words. These statements are not guarantees of future events or performance, and you should not unduly rely on them as they involve certain risks, uncertainties and assumptions that are difficult to predict and that could cause actual results to differ materially from those contemplated by the forward-looking statements. These risks include, but are not limited to, the following: our ability to realize the expected benefits from the Company’s recent business combination; our ability to maintain the listing of our common stock on Nasdaq; our ability to consummate any current potential financing transactions and our ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; our limited operating history; our ability to manage growth effectively; our ability to successfully acquire, integrate and grow SMEs and implement our tech-enabled employee ownership platform; our ability to continue as a going concern; our ability to refinance or extend certain of our existing credit facilities; costs and resources of operating as a public company; unfavorable or no analyst research or reports; and those risks and factors described under the caption "Risk Factors" in the Company's registration statement on Form S-4, Quarterly Report on Form 10-Q and other subsequent filings made with the Securities and Exchange Commission (“SEC”). Forward-looking statements speak only as of the date of this press release and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events or otherwise.

Contacts
Investor Relations Contact: investors@teamshares.com
Press Contact: press@teamshares.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much preferred equity did Teamshares (TMS) issue, and what is it for?

Teamshares issued $225 million of Series A preferred equity at closing and primarily intends to use the proceeds for acquisitions. The agreements permit up to an additional $75 million of the same series to other institutional investors; that additional amount has not been issued under the announced closing.

What is the dividend rate on Teamshares (TMS) Series A preferred shares?

The annual cash dividend is 16.0%. It falls to 14.5% if specified deleveraging and EBITDA thresholds are met. Teamshares may elect to pay the dividend in kind instead, at a premium.

When can Teamshares (TMS) Series A preferred shares be redeemed?

Teamshares may redeem the shares at any time, subject to a make-whole through the second anniversary of issuance and a declining premium thereafter. Holders may require redemption beginning on the seventh anniversary of issuance.