Team, Inc. trims executive change-in-control benefits

Team, Inc. revised its Corporate Executive Officer Compensation and Benefits Continuation Policy to reduce benefits payable upon qualifying terminations related to a change in control.

Rhea-AI Filing Summary

Team, Inc. revised its Corporate Executive Officer Compensation and Benefits Continuation Policy to reduce benefits payable upon qualifying terminations related to a change in control. Section III was amended so that any supplemental salary or supplemental compensation periods longer than 24 months are now capped at 24 months.

The amendment also standardizes how supplemental compensation for forgone annual incentives or bonuses is calculated. Covered executives will receive a single lump-sum payment based on the period used for supplemental salary, computed using the higher of the most recent year’s actual bonus or the average bonus from the last two years, or the target bonus if no annual bonus has yet been paid. This lump sum is paid on the same date as the executive’s supplemental salary payment and is in addition to any earned but unpaid incentive or bonus amounts prior to a change in control.

Insights

Executive compensation and governance analyst

Team narrows change-in-control severance duration and clarifies bonus-related payouts.

Team, Inc. has tightened its executive change-in-control severance program by capping supplemental salary and supplemental compensation periods at 24 months. This reduces open-ended or longer-duration payout obligations the company might otherwise face if executives are terminated in connection with a change in control.

The policy now specifies that lump-sum supplemental compensation for forgone annual incentives will be based on the higher of the last year’s bonus or a two-year average, or the target bonus when no history exists. This approach makes termination benefits more formulaic and predictable, while still preserving meaningful protection for covered executives if a qualifying termination occurs following a change in control.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Severance benefit duration cap: 24 months

1 metrics

Severance benefit duration cap 24 months Maximum period for supplemental salary and supplemental compensation under Section III for change-in-control terminations

Key Terms

change in control, supplemental salary payment, supplemental compensation payment, Good Reason, +1 more

5 terms

change in control regulatory

"qualifying termination of employment related to a change in control (as determined under the Policy)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

supplemental salary payment financial

"time periods of longer than 24 months for supplemental salary payments or supplemental compensation"

supplemental compensation payment financial

"the supplemental compensation payment related to forgone annual incentive or bonus will be calculated as follows"

Good Reason regulatory

"Voluntary Separation from Service for Good Reason Related to Change in Control"

target bonus financial

"In the event a covered executive has not yet received an annual bonus, such supplemental compensation payment will be calculated based on the executive’s target bonus"

FAQ

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

What policy did TEAM, Inc. (TISI) change on July 7, 2026?

TEAM, Inc. amended its Corporate Executive Officer Compensation and Benefits Continuation Policy to modify severance benefits for executives terminated in connection with a change in control, including capping certain benefit periods and revising bonus-related supplemental compensation calculations.

How did TEAM, Inc. (TISI) change executive severance duration related to a change in control?

TEAM, Inc. now limits supplemental salary and supplemental compensation periods to 24 months for qualifying terminations related to a change in control. Any prior references in the policy to periods longer than 24 months have been replaced with this 24-month cap in Section III.

How is supplemental bonus compensation calculated under TEAM, Inc.’s (TISI) amended policy?

Under the amendment, a covered executive’s supplemental bonus compensation is based on the higher of the most recent year’s actual bonus or the average of the last two years’ bonuses. If no annual bonus was received, the calculation uses the executive’s target bonus.

When is the supplemental compensation for forgone bonuses paid at TEAM, Inc. (TISI)?

The supplemental compensation for forgone annual incentives or bonuses is paid in a single lump sum on the same date the executive’s supplemental salary payment is due under Section III, and it is in addition to any earned but unpaid incentive or bonus before the change in control.

Does TEAM, Inc. (TISI) still pay earned but unpaid bonuses after a change in control termination?

Yes. The amended policy states that the lump-sum supplemental compensation is in addition to any other incentive or bonus compensation earned but not yet paid before the applicable change in control, so previously earned bonuses remain payable.

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

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Accepted by SEC EDGAR 07/10/2026 - 04:15 PM Learn about SEC filing dates

TEAM INC false 0000318833 0000318833 2026-07-07 2026-07-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2026

TEAM, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-08604		74-1765729
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (281) 331-6154

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.30 par value		TISI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2026, the Board of Directors of Team, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Team, Inc. Corporate Executive Officer Compensation and Benefits Continuation Policy, as amended and restated February 9, 2022 (the “Policy”), to reduce the benefits payable in connection with a qualifying termination of employment related to a change in control (as determined under the Policy).

Pursuant to the Amendment, all references in Section III of the Policy (Severance Benefits for Involuntary Separation from Service Without Cause or Voluntary Separation from Service for Good Reason Related to Change in Control) to time periods of longer than 24 months for supplemental salary payments or supplemental compensation were replaced with a time period of 24 months.

Further, pursuant to the Amendment, the supplemental compensation payment related to forgone annual incentive or bonus will be calculated as follows: Based on the period of months upon which a covered executive’s supplemental salary payment is determined under Section III of the Policy, the executive will receive a supplemental compensation payment computed using the higher of the most recent year’s actual bonus paid or the average bonus paid for the last two years. In the event a covered executive has not yet received an annual bonus, such supplemental compensation payment will be calculated based on the executive’s target bonus. This supplemental compensation payment will be made in a single sum payment on the same date that the covered executive’s supplemental salary payment is required to be paid under Section III of the Policy and will be in addition to any other incentive or bonus compensation earned, but not yet paid, prior to an applicable change in control.

The foregoing description of the Amendment is qualified in its entirety by the full text thereof, a copy of which is attached as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit number		Description
10.1†		Amendment No. 1 to the Team, Inc. Corporate Executive Officer Compensation and Benefits Continuation Policy
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TEAM, Inc.
By:		/s/ James C. Webster
		James C. Webster
		Executive Vice President, Chief Legal Officer and Secretary

Dated: July 10, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 3.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB