Teamshares (TMS) Registration filing summary

Company overview and business model

• Operates as a tech-enabled acquirer of small and medium-sized enterprises (SMEs), targeting companies with $0.5–$5 million EBITDA from retiring owners and integrating them onto a centralized platform with employee stock ownership.

• Scaled to over $400 million in consolidated revenue across 90+ subsidiaries in 40+ industries and 30 states, leveraging proprietary software and AI for sourcing, underwriting, and operational efficiency.

• Pursues a permanent ownership model, reinvesting free cash flow from subsidiaries into further acquisitions and platform development, aiming for predictable, repeatable growth.

• Employee ownership is a core feature, with restricted stock programs at subsidiaries to align incentives and drive long-term performance.

Financial performance and metrics

• For the year ended December 31, 2025, reported $471.6 million in revenue (up 18% YoY), $183.1 million gross profit (39% margin), and a net loss of $66.4 million, reflecting ongoing investment in platform and acquisition costs.

• Adjusted EBITDA for 2025 was $3.8 million, with pro forma adjusted EBITDA (including pre-acquisition results) at $18.7 million.

• As of March 31, 2026, had $37.0 million in cash and $11.2 million in restricted cash, with $215.7 million in debt maturing within 12 months, raising substantial doubt about going concern absent refinancing or new capital.

• Gross margin improved to 39% in 2025 from 34% in 2024, driven by acquisitions of higher-margin businesses and divestiture of underperforming subsidiaries.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by selling securityholders; proceeds from warrant exercises (if any) will be used for general corporate purposes, including acquisitions and growth initiatives.

• No specific uses designated for warrant proceeds; no current agreements for acquisitions or strategic transactions.