Teamshares Inc.'s prospectus supplement lists a primary offering of 16,000,000 common shares and a secondary offering of 19,663,254 common shares, plus 4,500,000 warrants and 4,500,000 common shares issuable upon warrant exercise. Separately, on October 16, 2026, its indirect subsidiary Teamshares Continuity Holdings LLC entered into a $130.0 million senior secured term loan, funded in full at closing and due on the fourth anniversary.
The borrower used the loan, cash on hand and restricted cash released in the transaction to repay in full obligations under its prior credit agreement and additional existing debt. The prior agreement's payoff was approximately $152.8 million, including $150.0 million principal and $2.8 million accrued interest. The new loan bears monthly cash interest at one-month Term SOFR (subject to a 3.00% floor) plus 9.50% annually, and quarterly principal payments begin December 31, 2026. It is secured by first-priority liens on substantially all assets of the borrower and subsidiary guarantors. While the facility is outstanding, Company dividends and equity repurchases require Agent consent, subject to exceptions.
Teamshares Inc.’s indirect wholly owned subsidiary, Teamshares Continuity Holdings LLC, entered into a $130.0 million senior secured term loan on October 16, 2026, funded in full at closing. The borrower used the proceeds, cash on hand and restricted cash released in the transaction to repay and terminate its prior facility; the payoff was approximately $152.8 million, including $150.0 million of principal and $2.8 million of accrued interest. The new loan matures on the fourth anniversary of closing.
The loan bears monthly cash interest at one-month Term SOFR, subject to a 3.00% floor, plus 9.50% annually. Quarterly principal payments begin December 31, 2026, and voluntary prepayment is permitted on three business days’ notice without premium or penalty. Teamshares said annual interest expense is expected to decrease by approximately $5 million at current SOFR levels, before amortization or further refinancing.
The agreement is guaranteed by Teamshares Inc., Teamshares LLC and material subsidiaries, and secured by first-priority liens on substantially all assets of the borrower and guarantors. Subject to exceptions, the company may not pay dividends or repurchase equity without the agent’s prior written consent. Teamshares also said it initiated early repayment of $17 million of mezzanine debt, with a further $3 million decrease in annual interest expense expected.
Teamshares Inc director Richard J. Hendrix received an award of 14,000 restricted stock units on September 29, 2026, vesting in full upon the earlier of the grant’s one-year anniversary or the date of the issuer’s 2027 Annual Meeting. Direct holdings after the award were 14,000 shares. Separately, Live Oak Sponsor V, LLC holds 5,124,547 shares of record; Hendrix is its managing member and holds voting and investment discretion over those securities. He disclaims beneficial ownership except to the extent of his pecuniary interest. Of the Sponsor-held shares, 1,150,000 are subject to forfeiture if certain stock price thresholds are not achieved, and 524,781 are subject to forfeiture as detailed in the Sponsor Letter Agreement dated November 14, 2025.
Teamshares Inc director Evan Charles Moore received an award of 14,000 restricted stock units on September 29, 2026. The units vest in full upon the earlier of the one-year anniversary of the grant date and the date of the issuer’s 2027 Annual Meeting. His reported direct holdings following the transaction were 53,675 shares.
Teamshares Inc director Adam J. Fishman received an award of 14,000 restricted stock units tied to common stock on September 29, 2026. His reported direct position after the award was 14,000 shares. The units vest in full on the earlier of the one-year anniversary of the grant date or the issuer's 2027 Annual Meeting.
On September 23, 2026, Teamshares Inc. (TMS) issued and sold 225,000 Series A Preferred Stock shares at $990 per share, for an aggregate purchase price of $222.75 million. Each share has an initial $1,000 liquidation preference. Teamshares may issue up to $75 million in additional liquidation preference on the same terms; proceeds are primarily intended for acquisitions. The perpetual shares are non-voting except as required by Delaware law and are not convertible.
The shares rank senior to common stock and junior to indebtedness. They accrue cumulative dividends of 16.0% per annum in cash or 18.0% paid in kind, stepping down to 14.5% or 17.5%, respectively, after specified financial tests. Teamshares may not redeem them during the first two years after original issuance except with a make-whole premium; thereafter, call premiums are 102%, 101% and 100% over the following three years. A majority of holders may require redemption on or after the seventh anniversary, and a change of control triggers mandatory redemption. Covenants restrict certain additional indebtedness and senior or parity preferred stock, subject to carve-outs, and require a minimum of $150 million in unrestricted cash until the existing credit facility is refinanced or repaid.
Teamshares Inc (TMS) has a Schedule 13G reporting that T. Rowe Price Investment Management, Inc. is the beneficial owner of 13,492,736 shares of Teamshares common stock, representing 18.3% of the outstanding class as of August 31, 2026.
The filer reports sole voting power over 12,321,052 shares and sole dispositive power over all 13,492,736 shares, with no shared voting or dispositive power. A client, T. Rowe Price Capital Appreciation Fund, is reported to have an interest in 11,941,943 shares, or 16.2% of the class. T. Rowe Price Investment Management states that dividend and sale proceeds rights rest with its clients and expressly denies beneficial ownership beyond its investment-adviser role.
Teamshares Inc. (TMS) received an amended Schedule 13G/A reporting that Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman collectively beneficially owned 855,000 shares of Teamshares common stock as of June 30, 2026.
This position represents approximately 1.61% of the outstanding shares, based on 73,660,516 shares outstanding reported in Teamshares’ Form 10-Q filed on August 14, 2026. The reporting group has shared voting and dispositive power over all 855,000 shares and no sole voting or dispositive power, and confirms ownership of 5 percent or less of the class.
Live Oak Acquisition Corp. V received an amended Schedule 13G/A from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah reporting that they no longer hold any Class A ordinary shares. Each reporting person now has 0 shares beneficially owned, representing 0.0% of the class, with no sole or shared voting or dispositive power. The amendment confirms their ownership has fallen to 5 percent or less of the class.
Teamshares Inc received an amended ownership report from Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr., who now report beneficial ownership of 479,167 Class A shares, representing 0.09% of the class. All voting and dispositive power over these shares is shared, with no sole voting or dispositive authority reported.
The amendment follows an internal reorganization effective June 30, 2026 and states that the reporting persons have ceased to be beneficial owners of more than five percent of Teamshares’ Class A common stock, constituting an exit filing from major-holder status. The shares are held for the accounts of several Harraden-managed investment funds.