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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): October 16, 2026
TEAMSHARES INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-42540 | 61-2235506 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
214 Sullivan Street, 3B
New York, NY 10012
(Address of principal executive offices, including zip code)
(917) 310-2731
Registrant’s telephone number, including area code
N/A
(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 CFR 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, par value $0.0001 per share | TMS | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | TMSWW | The Nasdaq Stock Market LLC |
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 1.01. Entry into a Material Definitive Agreement
On October 16, 2026 (the “Closing Date”), Teamshares Continuity Holdings LLC (the “Borrower”), an indirect wholly owned subsidiary of Teamshares Inc. (the “Company”), entered into a Credit Agreement (the “Credit Agreement”) with the Company and Teamshares LLC, a wholly owned subsidiary of the Company and the direct parent of the Borrower (“Teamshares LLC”), each as a guarantor, the subsidiaries of the Borrower party thereto as subsidiary guarantors (the “Subsidiary Guarantors”), the lenders party thereto (the “Lenders”), and Sound Point Agency LLC, as administrative agent and collateral agent (the “Agent”).
The Credit Agreement established a senior secured term loan facility in an aggregate principal amount of $130.0 million (the “Term Loan”), which was funded in full on the Closing Date. The Term Loan matures on the fourth anniversary of the Closing Date. The Borrower must make quarterly principal payments on the last business day of each March, June, September and December, beginning December 31, 2026. Each required quarterly payment is (i) for the last business day of each fiscal quarter ending December 31, 2026 and on or before September 30, 2027, $6.25 million, (ii) for the last business day of each fiscal quarter ending December 31, 2027 and on or before September 30, 2028, $7.50 million, (iii) for the last business day of each fiscal quarter ending December 31, 2028 and on or before September 30, 2029, $8,75 million and (iv) for the last business day of each fiscal quarter ending December 31, 2029 and on or before September 30, 2030, $10.0 million.
The Borrower plans to use the proceeds of the Term Loan, together with cash on hand and restricted cash released in connection with the transaction, to repay in full all outstanding obligations under the Existing Credit Agreement (as defined in Item 1.02 below) and to repay additional existing indebtedness.
The Term Loan bears interest at a rate equal to (i) one-month Term SOFR (subject to a floor of 3.00%) plus (ii) 9.50% per annum, payable monthly in arrears in cash. The Borrower may voluntarily prepay the Term Loan in whole or in part on three business days’ notice, without premium or penalty. The Borrower must prepay the Term Loan with the net proceeds of certain asset sales within ten business days of receipt, subject to the right to reinvest those proceeds within 90 days (or 180 days if the Borrower or applicable Subsidiary Guarantor enters into a legally binding commitment to invest such asset sale proceeds within 90 days of receipt thereof).
The Company, Teamshares LLC and the Subsidiary Guarantors have guaranteed the Borrower’s obligations under the Credit Agreement. The Subsidiary Guarantors consist of the Borrower’s material subsidiaries. Additional material subsidiaries must join as guarantors under the Credit Agreement after each calendar quarter, subject to customary limitations. The obligations under the Credit Agreement are secured by a first-priority lien on substantially all assets of the Borrower and the Subsidiary Guarantors, and by a pledge by (i) the Company of its equity interests in Teamshares LLC and (ii) Teamshares LLC of its equity interests in the Borrower, in each case subject to customary exceptions.
The Credit Agreement contains certain customary affirmative and negative covenants limiting the ability of the Borrower and the Subsidiary Guarantors to incur additional indebtedness, grant liens, make investments, dispose of assets, merge or consolidate, and enter into transactions with affiliates, in each case subject to certain exceptions and qualifications. The Company may not pay dividends or other distributions on its equity, or repurchase its equity or rights to acquire its equity, without the Agent’s consent. The Credit Agreement also requires compliance with certain financial covenants, measured as of the end of each fiscal quarter. These financial covenants include a maximum net leverage, minimum EBITDA yield, free cash flow yield, and minimum liquidity tests.
The Credit Agreement contains customary events of default, including nonpayment of amounts due under the Credit Agreement, inaccuracy of representations and warranties, covenant breaches, cross-default to other indebtedness of the Company or its subsidiaries in excess of $5.0 million, bankruptcy and insolvency events, unsatisfied judgments in excess of $5.0 million, invalidity of the loan documents or liens, and a change of control.
The foregoing description of the Credit Agreement does not purport to be complete. It is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On the Closing Date, in connection with entering into the Credit Agreement, the Borrower used the proceeds of the Term Loan, together with cash on hand and restricted cash released in connection with the transaction, to repay in full all outstanding obligations under, and terminate, the Credit Agreement, dated as of May 4, 2021, as amended, by and among the Borrower, the Company, the lenders party thereto, and Westmount Group LLC, an affiliate of i80 Group LLC, as administrative agent and collateral agent (the “Existing Credit Agreement”).
The Existing Credit Agreement established a delayed-draw term loan facility with aggregate commitments of $150.0 million. Availability was subject to a borrowing base calculated primarily by reference to the EBITDA of eligible acquired businesses whose equity was pledged as collateral. The draw period ended on June 5, 2025, and the outstanding term loans were scheduled to mature on December 5, 2026.
Borrowings bore interest at a rate equal to (i) Term SOFR (subject to a floor of 3.00%) plus (ii) 11.00% per annum. Cash interest was capped at 16.00% per annum, and any interest above that cap was paid in kind. The obligations under the Existing Credit Agreement were guaranteed by the Company. The Existing Credit Agreement was secured by substantially all assets of the Borrower, including its equity interests in the pledged businesses, and by a pledge of the equity interests in the Borrower.
The aggregate payoff amount was approximately $152.8 million. This consisted of $150.0 million of outstanding principal (including capitalized paid-in-kind interest) and $2.8 million of accrued and unpaid interest. Upon payment, all commitments under the Existing Credit Agreement were terminated. All guarantees, including the Company’s guaranty and its related conditional guaranty under the Existing Credit Agreement, were released, and all liens securing the obligations under the Existing Credit Agreement were released.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Credit Agreement is incorporated by reference into this Item 2.03.
Item 3.03. Material Modification to Rights of Security Holders.
Under the Credit Agreement, the Company may not, without the prior written consent of the Agent, pay any dividend or other distribution on its equity, or purchase, redeem, retire or otherwise acquire any of its equity or any option, warrant or other right to acquire its equity, subject to certain exceptions. In addition, the Borrower and the Subsidiary Guarantors may not make distributions to the Company other than as described in Item 1.01. These restrictions limit the Company’s ability to pay dividends on, or repurchase, its common stock and warrants while the Credit Agreement is outstanding.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 7.01. Regulation FD Disclosure.
On October 19, 2026, the Company issued a press release announcing its entry into the Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| 10.1* | | Credit Agreement, dated as of October 16, 2026, among Teamshares Continuity Holdings LLC, as borrower, Teamshares Inc., the guarantors party thereto, Sound Point Agency LLC, as administrative agent and collateral agent, and the lenders party thereto. |
| | |
| 99.1 | | Press Release of Teamshares Inc dated October 19, 2026. |
| |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| Date: | October 19, 2026 | | Teamshares Inc. |
| | | |
| | By: | /s/ Michael Brown |
| | | Name: Michael Brown |
| | | Title: Chief Executive Officer |
| | | (Principal Executive Officer) |
Teamshares Retires Legacy Credit Facility with Term Loan Maturing 4Q 2030
New York, NY – October 19, 2026 – Teamshares (Nasdaq:TMS, the “Company”), a tech-enabled acquiror of high-quality SMEs, announced it has repaid a $150 million legacy credit facility in full with a new $130 million, four-year term loan arranged by affiliates of Sound Point Capital (the “Term Loan”) and cash on hand.
The transaction is another step forward in the Company’s multi-stage financing strategy to improve capital access and cost in the public markets, enabling Teamshares to acquire great businesses from retiring owners at scale.
Teamshares’ strategic rationale for the refinancing includes:
•Addressing a near-term maturity with a new loan maturing in 4Q 2030
•Lowering interest through rate reduction, reduced principal, and planned amortization
•Retaining the ability to pursue additional debt financing to fund acquisition growth
•Preserving flexibility to refinance or repay the Term Loan at any time
The Term Loan carries a 9.5% floating-rate spread above SOFR, a 1.5% absolute or 14% relative improvement from the legacy facility. Annual interest expense is expected to decrease by approximately $5 million at current SOFR levels, before amortization or further refinancing of the Term Loan.
The Company has initiated early repayment of $17 million in existing mezzanine debt, expected to further reduce annual interest expense by $3 million.
Teamshares CEO Michael Brown said, “Going public has been a major catalyst for Teamshares: In the past 16 weeks, Teamshares has listed on the Nasdaq, signed LOIs towards our $40 million EBITDA acquisition plan for 2026, arranged funded acquisition financing with a recent preferred instrument, and removed a material short-term maturity. We now have the foundation to execute on our $100 million Pro Forma Adjusted EBITDA forecast for 2027 to grow cash flow and long-term shareholder value.”
Teamshares CFO Brian Gaebe said, “We prioritized speed and certainty of execution to address a near-term maturity while maintaining our ability to fund acquisitions with debt financing that is expected to result in an attractive blended cost of capital. With this financing completed, we can take a more deliberate approach to pursue a more comprehensive financing process that capitalizes on interest from institutional lenders. This private credit financing is ultimately a bridge to the lower spreads we believe we’ll earn from increased scale, cash flow, creditworthiness, and eventually access to the public debt markets.”
Goldman Sachs & Co. LLC is acting as exclusive capital markets advisor to Teamshares, and Mayer Brown LLP served as legal counsel to Teamshares in
connection with the transaction. Holland & Knight LLP served as legal counsel to Sound Point Capital.
Additional information regarding the terms of the Term Loan will be 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
