What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-19 · 364 added, 379 removed, 1061 unchanged (41% of the section changed)

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Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

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We have audited the accompanying consolidated balance sheets of Team, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Sufficiency of audit evidence over revenue

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Most of the Company’s performance obligations qualify for recognition over time, and they are generally able to elect the right-to-invoice practical expedient, which permits them to recognize revenue in the amount to which they have a right to invoice the customer.

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We identified the evaluation of sufficiency of audit evidence over revenue as a critical audit matter.

Subjective auditor judgment was required to determine the nature and extent of procedures to perform over revenue related to the transfer of control to the customer and the Company’s right to invoice the customer.

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The following are the primary procedures we performed to address this critical audit matter.

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We evaluated the sufficiency of the audit evidence obtained over revenue by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.

Accounting for warrants issued in 2025

As discussed in Note 14 to the consolidated financial statements, on September 11, 2025, in connection with the issuance of the Series B Preferred Stock, the Company issued warrants to purchase 982,371 shares of common stock at an initial exercise price of $23.00 per share (Tranche A) and 470,889 shares of common stock at an initial exercise price of $50.00 per share (Tranche B).

The Company determined that the warrants meet the criteria for equity classification and were, therefore, recorded in Additional Paid-In-Capital at their estimated fair value of $20.9 million.

We identified the assessment of the accounting for the Tranche A and Tranche B warrants to purchase common stock as a critical audit matter.

Specifically, subjective auditor judgment was required to assess the classification of the warrants as liabilities or equity because of the complexity of the warrant terms and the interpretation of the relevant accounting guidance.

The following is the primary procedure we performed to address the critical audit matter.

We assessed management’s interpretation and application of the relevant accounting guidance to determine whether the warrants were appropriately classified as liabilities or equity by examining the terms and conditions included within the warrant agreements.

We have served as the Company’s auditor since 2002.

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Total assets $ 485,453 $ 528,365

LIABILITIES AND EQUITY

LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

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Commitments and contingencies

Preferred stock, 500,000 shares authorized, no ne issued

Redeemable preferred stock, par value $ 100.00 per share, 75,000 and 0 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Shareholders’ equity (deficit):

Preferred stock, 500,000 shares authorized, 75,000 (included in redeemable preferred stock) and 0 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Common stock, par value $ 0.30 per share, 12,000,000 shares authorized;

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Accumulated other comprehensive loss ( 36,793 ) ( 44,129 )

Total equity 1,738 45,596

Total liabilities and equity $ 528,365 $ 565,744

Total shareholders’ equity (deficit) ( 24,481 ) 1,738

Total liabilities, redeemable preferred stock and shareholders’ equity (deficit)

$ 485,453 $ 528,365

See accompanying notes to consolidated financial statements.

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Selling, general and administrative expenses 217,637 213,014

Operating income (loss) 10,136 ( 13,276 )

Operating income 14,071 10,136

Interest expense, net ( 44,676 ) ( 47,808 )

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Net loss ( 49,210 ) ( 38,266 )

Dividend and accretion to redemption value on redeemable preferred stock ( 3,451 ) —

Net loss attributable to common shareholders $ ( 52,661 ) $ ( 38,266 )

Loss per common share:

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Other comprehensive income (loss) before tax 7,600 ( 7,306 )

Tax benefit (provision) attributable to other comprehensive income (loss) 109 ( 374 )

Tax provision (benefit) attributable to other comprehensive income (loss) ( 264 ) 109

Other comprehensive income (loss), net of tax 7,336 ( 7,197 )

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands)

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Shareholders’

Equity (Deficit)

Balance as of December 31, 2023 4,415 $ 1,315 $ 458,614 $ ( 377,401 ) $ ( 36,932 ) $ 45,596

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Balance as of December 31, 2024 4,493 1,348 460,186 ( 415,667 ) ( 44,129 ) 1,738

— — — ( 38,266 ) — ( 38,266 )

Net loss — — — ( 49,210 ) — ( 49,210 )

Dividend and accretion to redemption value on redeemable preferred stock — — ( 3,451 ) — — ( 3,451 )

Foreign currency translation adjustment, net of tax — — — — 7,473 7,473

Issuance of warrants in connection with Series B Transactions — — 18,726 — — 18,726

Defined benefit pension plans, net of tax — — — — ( 137 ) ( 137 )

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Loss on debt extinguishment 13,136 —

Write-off of software cost — 629

Amortization of debt issuance costs, debt discounts, and deferred financing costs 5,065 6,226

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Payments under Revolving Credit Loans ( 207,118 ) ( 32,010 )

Borrowings under Incremental Term Loan

Payments under Incremental Term Loan

( 1,425 ) ( 319 )

Repayment of Convertible Debt — ( 41,161 )

Borrowings under ME/RE Loans — 27,398

Borrowings under First Lien Term Loan 175,000 —

Payments under First Lien Term Loan ( 1,312 ) —

Payments under 2025 Second Lien Term Loan ( 41,803 ) —

Payments under Corre Incremental Term Loan ( 48,015 ) ( 1,425 )

Payments under Corre Delayed Draw Term Loan ( 35,700 ) —

Payments under Corre Uptiered Loan ( 55,894 ) —

Payments under ME/RE Loans ( 23,427 ) ( 2,842 )

Repayment of APSC Term Loan — ( 37,092 )

Proceeds from issuance of Series B Preferred Stock and warrants 75,000 —

Issuance cost related to Series B Preferred Stock and warrants ( 7,774 ) —

Payments for debt issuance costs ( 11,337 ) ( 8,462 )

Other ( 2,813 ) 492

Net cash used in financing activities

( 12,747 ) ( 1,899 )

Net cash provided by (used in) financing activities 2,807 ( 12,747 )

Effect of exchange rate changes on cash 202 ( 604 )

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Cash and cash equivalents at end of period $ 18,145 $ 35,545

See accompanying notes to consolidated financial statements.

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Supplemental disclosure of cash flow information:

Twelve Months Ended

Cash paid during the year for:

Interest $ 30,296 $ 24,851

$ 2,410 $ 3,921

Income taxes $ 2,884 $ 2,410

Non-cash investing and financing activities:

Assets acquired under finance lease $ 5,274 $ 1,022

Equipment financed with notes payable $ 1,518 $ —

Accrued capital expenditures $ 1,467 $ 407

See accompanying notes to consolidated financial statements.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

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These consolidated financial statements have been prepared in accordance with U.S.

Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission.

Generally Accepted Accounting Principles (“U.S.

GAAP”) and the rules and regulations of the Securities and Exchange Commission.

In the opinion of management, these consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods.

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A related party is any person who is, or, at any time since the beginning of the Company’s last fiscal year, was (1) an executive officer, director or nominee for election as a director of the Company or any of its subsidiaries, (2) a person with greater than five percent (5%) beneficial interest in the Company, (3) an immediate family member of any of the individuals or

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entities identified in (1) or (2) of this paragraph, and (4) any firm, corporation or other entity in which any of the foregoing individuals or entities is employed or is a general partner or principal or in a similar position or in which such person or entity has a five percent (5%) or greater beneficial interest.

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Our accounting policies conform to GAAP in the United States.

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect our reported financial position and results of operations.

The preparation of consolidated financial statements in conformity with U.S.

GAAP requires us to make estimates and judgments that affect our reported financial position and results of operations.

We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication.

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We did not have a material amount of contract assets or contract liabilities as of December 31, 2025 and 2024.

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We recognize the incremental costs of obtaining contracts as selling, general and administrative expenses when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less.

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Automobiles 2 - 5 years

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Intangible assets.

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Impairment of long-lived assets.

We review our property and equipment, intangible assets subject to amortization and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset class may not be recoverable.

We review our property, plant and equipment, intangible assets subject to amortization and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset class may not be recoverable.

Indicators of potential impairment include:

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As of December 31, 2025, our gross unrecognized tax benefits, excluding penalties and interest related to uncertain tax positions, were $ 1.2 million.

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Workers’ compensation, auto, medical and general liability accruals.

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These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by us, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant.

For workers’ compensation, our retention is $ 1.0 million and our automobile liability retention is currently $ 2.0 million.

For professional liability claims, our retention is $ 2.0 million.

For general liability claims, we have a retention of $ 6.0 million.

For environmental liability claims, our retention is $ 1.0 million.

For workers’ compensation, our retention is $ 1.0 million and our environmental liability retention is also $ 1.0 million.

We have retentions of $ 1.0 million for automobile liability claims, $ 1.0 million for professional liability claims, and $ 2.0 million for general liability claims, but we also have an aggregate annual deductible of $ 5.0 million for those liability policies.

We maintain insurance for claims that exceed such retention limits.

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We consider one year from the financial statement reporting date as representing a reasonable forecast period as this period aligns with the expected collectability of our trade receivables.

Financial distress experienced by our customers could have an adverse impact on us in the event our customers are unable to remit payment for the products or services we provide

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or otherwise fulfill their obligations to us.

Financial distress experienced by our customers could

have an adverse impact on us in the event our customers are unable to remit payment for the products or services we provide or otherwise fulfill their obligations to us.

In determining the current expected credit losses, we review macroeconomic conditions, market specific conditions, and internal forecasts to identify potential changes in our assessment.

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We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification.

The assessment considers whether the warrants are freestanding financial instrument meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance.

As of December 31, 2024 and 2023, we had the following warrants:

• Equity-classified warrants issued in connection with the APSC Term Loan (fully paid off in 2023) (“APSC Warrants”), and

• Equity-classified warrants issued in connection with our Subordinated Term Loan Credit Agreement (“Corre Warrants”).

The warrants were accounted for as a component of additional paid-in capital and a debt warrant discount (See Note 11 - Debt ).

The discount is amortized over the term of the related debt.

As of December 31, 2024 and 2023, the unamortized balance of the remaining Corre Warrant discount amounted to $ 0.1 million and $ 0.2 million, respectively.

Earnings (loss) per share.

The Company computes earnings (loss) per share in accordance with ASC 260-10-45, Earnings per Share , which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the year.

Diluted earnings (loss) per share is computed by dividing net income (loss) by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation using the treasury stock method and (3) the dilutive effect of the assumed exercise of outstanding warrants under the treasury stock method.

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the year.

Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation using the treasury stock method and (3) the dilutive effect of the assumed exercise of outstanding warrants under the treasury stock method.

For the years ended December 31, 2025, and 2024, all outstanding share-based compensation awards and shares issuable upon the exercise of outstanding warrants were excluded from the calculation of diluted loss per share because their inclusion would be antidilutive due to the loss in those periods.

For information on outstanding warrants and our share-based compensation awards, refer to Note 11 - Debt and Note 13 - Share-Based Compensation , respectively.

Non-cash investing and financing activities.

Non-cash investing and financing activities are excluded from the consolidated statements of cash flows and are as follows (in thousands):

Twelve Months Ended

Assets acquired under finance lease $ 1,022 $ 1,371

Also, we had $ 0.4 million, and $ 2.4 million, of accrued capital expenditures as of December 31, 2024, and 2023 respectively, which are excluded from the consolidated statements of cash flows until paid.

For information on our share-based compensation awards and outstanding warrants refer to Note 13 - Share-Based Compensation and Note 14 - Shareholders’ Equity , respectively.

Foreign currency .

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dollar, assets and liabilities are translated at the exchange rates as of end of the period and revenues and expenses are translated at period average exchange rates.

Translation adjustments for the asset and liability accounts are included as a separate component of accumulated other comprehensive income (loss) in the consolidated statements of shareholders’ equity.

Foreign currency transaction gains and losses are included in our statements of operations.

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Mortality and retirement rates are based on actual and anticipated plan experience.

In accordance

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with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods.

In accordance with U.S.

GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods.

While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense.

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Achievement of the milestones must be probable before we begin recording share-based compensation expense.

When the performance-based vesting criteria is considered probable, we begin to recognize compensation expense at that time.

In the period that achievement of the performance-based criteria is deemed probable, US GAAP requires the immediate recognition of all previously unrecognized compensation since the original grant date.

When the performance-based vesting criteria is considered

probable, we begin to recognize compensation expense at that time.

In the period that achievement of the performance-based criteria is deemed probable, U.S.

GAAP requires the immediate recognition of all previously unrecognized compensation since the original grant date.

As a result, compensation expense recorded in the period that achievement is deemed probable could include a substantial amount of previously unrecorded compensation expense related to the prior periods.

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Newly Adopted Accounting Standards

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280) :

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires enhanced disclosures regarding significant segment expenses and other segment items.

The guidance requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

ASU 2023-07 is effective for all fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024, and is applied retrospectively to all periods presented.

We adopted ASU 2023-07 during the year ended December 31, 2024.

The adoption of ASU 2023-07 did not have a material impact on our Consolidated Financial Statements.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

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ASU 2023-09 is effective for all annual periods beginning after December 31, 2024, and is applied prospectively, while retrospective application is permitted.

We are currently evaluating the effect this guidance will have on our tax disclosures.

We elected to adopt ASU 2023-09 retrospectively during the year ended December 31, 2025.

The adoption of ASU 2023-09 did not have a material impact on our Consolidated Financial Statements.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the impact that ASU 2024-03 will have on its related disclosures, including the adoption date and transition method.

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In December 2025, the FASB issued ASU 2025-12, Codification Improvements ("ASU 2025-12").

ASU 2025-12 addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Entities are required to apply the amendments to ASC 260 retrospectively.

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements ("ASU 2025-11").

ASU 2025-11 is intended to improve the navigability of guidance in ASC 270, Interim Reporting, and clarify when it applies.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and permits prospective or full retrospective adoption.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities ("ASU 2025-10").

ASU 2025-10 adds guidance on the recognition, measurement and presentation of government grants.

ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full retrospective adoption.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

Disaggregation of revenue.

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A disaggregation of our revenue from contracts with customers by geographic region, by reportable operating segment and by service type is presented below:

Geographic area (in thousands):

Revenue by geographic area (in thousands):

Twelve Months Ended December 31, 2025

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As most of our contracts with customers are short-term in nature and billed on a time and material basis, there were no material amounts of remaining performance obligations as of December 31, 2025 and 2024.

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ACCOUNTS RECEIVABLE

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$ 27,950 $ 58,643

The insurance receivable relates to receivables from our third-party insurance providers for a legal claim that is recorded in other accrued liabilities, refer to Note 9 - Other Accrued Liabilities .

The insurance receivable represents amounts due from our third-party insurance providers for a legal claim that is recorded in other accrued liabilities, refer to Note 9 - Other Accrued Liabilities .

Insurance receivables will be collected from our third-party insurance providers for litigation matters that have been settled, or are pending settlement, and where the deductibles have been satisfied.

The prepaid expenses primarily relate to prepaid insurance and other expenses that have been paid in advance of the coverage period.

As of December 31, 2024 and 2023, other current assets include deferred financing fees of $ 1.6 million and $ 1.8 million, respectively, in connection with that certain Substitute Insurance Reimbursement Facility Agreement (as amended), other accounts receivable of $ 1.2 million and $ 4.4 million, respectively, primarily related to 2023 insurance rebates, and the current portion of software implementation cost of $ 0.9 million and $ 1.7 million, respectively.

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As of December 31, 2025 and 2024, other current assets include deferred financing fees of $ 1.5 million and $ 1.6 million, respectively, in connection with the Collateral Facility Agreement (as defined below), and the current portion of software implementation cost of $ 1.3 million and $ 0.9 million, respectively.

PROPERTY, PLANT AND EQUIPMENT

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Included in the table above are assets under finance leases of $ 13.0 million and $ 7.7 million and related accumulated amortization of $ 4.8 million and $ 3.2 million as of December 31, 2025 and 2024, respectively.

Depreciation expense for the years ended December 31, 2024 and 2023 was $ 20.5 million and $ 21.8 million respectively, of which $ 13.7 million and $ 14.5 million, respectively, was included in “Operating expenses” and $ 6.8 million and $ 7.3 million, respectively, was included in “Selling, general and administrative expenses” on our Consolidated Statements of Operations.

Depreciation expense for the years ended December 31, 2025 and 2024 was $ 18.6 million and $ 20.5 million respectively.

Depreciation expense for the twelve months ended December 31, 2025 and 2024 is included in the table below (in thousands):

Twelve Months Ended

Depreciation expense:

Amount included in operating expenses $ 12,110 $ 13,659

Amount included in SG&A expenses 6,468 6,844

Total depreciation expense $ 18,578 $ 20,503

INTANGIBLE ASSETS

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Intangible assets $ 184,745 $ ( 134,502 ) $ 50,243

Amortization expense on intangible assets for the years ended December 31, 2024 and 2023 was $ 12.4 million and $ 12.7 million, respectively, and is included in “Selling, general and administrative expenses” on our Consolidated Statements of

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Amortization expense on intangible assets for the years ended December 31, 2025 and 2024 was $ 12.4 million and $ 12.4 million, respectively, and is included in “Selling, general and administrative expenses” on our Consolidated Statements of Operations.

Amortization expense for intangible assets is forecasted to be approximately $ 12.0 million, $ 11.3 million, $ 6.4 million, $ 5.4 million, and $ 2.7 million in 2026, 2027, 2028, 2029 and 2030, respectively.

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As of December 31, 2025, the Company had $ 21.1 million of gross capitalized cloud-based software implementation costs and $ 10.3 million of related accumulated amortization, for a net balance of $ 10.8 million, consisting of $ 1.4 million recorded within Prepaid expenses and other current assets, and $ 9.4 million recorded within Other assets (included in the table above) on the Company’s consolidated balance sheets.

As of December 31, 2023, the Company had $ 13.7 million of gross capitalized cloud-based software implementation costs and $ 6.6 million of related accumulated amortization, for a net balance of $ 7.1 million, consisting of $ 1.7 million recorded within Prepaid expenses and other current assets, and $ 5.4 million recorded within Other assets (included in the table above) on the Company’s consolidated balance sheets.

As of December 31, 2024, the Company had $ 19.0 million of gross capitalized cloud-based software implementation costs and $ 8.9 million of related accumulated amortization, for a net balance of $ 10.1 million, consisting of $ 0.9 million

recorded within Prepaid expenses and other current assets, and $ 9.2 million recorded within Other assets (included in the table above) on the Company’s consolidated balance sheets.

For the years ended December 31, 2025 and 2024, the Company amortized $ 1.4 million and $ 2.3 million, respectively, of cloud-based software implementation costs.

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Other accrued liabilities $ 56,724 $ 105,228

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Legal and professional accruals include accruals for legal and professional fees as well as accrued legal claims, refer to Note 17 - Commitments and Contingencies for legal claims information.

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Accrued interest relates to the interest accrued on our long-term debt.

Insurance accruals primarily relate to workers compensation costs and 2023 accrued medical.

Insurance accruals primarily relate to workers compensation costs.

Other accruals include various business expense accruals.

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For the year ended December 31, 2024, our income tax provision resulted in an effective tax rate of 9.4 %.

For the year ended December 31, 2023, our income tax provision resulted in an effective tax rate of 6.4 %.

Our income tax provision for the year ended December 31, 2024 and 2023 was $ 3.3 million and $ 4.6 million, respectively, and includes federal, state and foreign taxes.

For the years ended December 31, 2025 and 2024, our income tax provision resulted in an effective tax rate of 5.5 % and 9.4 %, respectively.

Our income tax provision for the years ended December 31, 2025 and 2024 was $ 2.6 million and $ 3.3 million, respectively, and includes federal, state and foreign taxes.

The components of our tax provision and benefit were as follows (in thousands):

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Twelve Months Ended

Loss before income taxes

Computed income taxes at statutory rate

$ ( 9,792 ) 21.0 % $ ( 7,347 ) 21.0 %

Computed income tax benefit at statutory rate

State and local income taxes, net of federal income tax effect

239 ( 0.5 ) % 320 ( 0.9 ) %

State income taxes, net of federal benefit 320 ( 200 )

Foreign tax rate differential 290 1,229

Non-cash compensation 74 108

Deferred taxes on investment in foreign subsidiaries ( 124 ) 305

Non-deductible expenses 247 246

Foreign withholding 258 641

Prior year tax adjustments 105 ( 299 )

Valuation allowance 9,221 16,512

Other 233 976

Total expense for income tax

Effect of cross-border tax laws

630 ( 1.4 ) % 371 ( 1.1 ) %

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— — % 576 ( 1.6 ) %

Other effects of cross-border tax laws

( 103 ) 0.2 % ( 49 ) 0.1 %

Changes in valuation allowance

10,568 ( 22.6 ) % 8,830 ( 25.3 ) %

Nontaxable or nondeductible items

483 ( 1.0 ) % 185 ( 0.5 ) %

Foreign tax effects

619 ( 1.3 ) % 431 ( 1.2 ) %

Changes in unrecognized tax benefits

( 64 ) 0.1 % ( 41 ) 0.1 %

$ 2,580 ( 5.5 ) % $ 3,276 ( 9.4 ) %

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands):

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Other accrued liabilities 1,171 1,197

Tax credit carry forward 2,862 3,038

Tax credit carryforward

Interest expense limitation 61,433 51,414

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Debt related cost

Net operating loss carry forwards 46,348 45,351

Net operating loss carryforwards

48,228 46,348

Other 518 1,984

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valuation allowance

( 113,516 ) ( 102,201 )

Deferred tax assets, net $ 14,984 $ 17,685

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A significant factor of negative evidence evaluated for the domestic jurisdiction was the cumulative pre-tax loss incurred over the three-year period ended December 31, 2025.

As of December 31, 2024, we had net operating loss carryforwards for U.S.

federal income tax purposes of $ 134.0 million, all of which have an indefinite carryforward period.

These carryforwards are available, subject to certain limitations such as mentioned above, to offset future taxable income.

Further, we have state net operating loss carryforwards of $ 230.0 million with $ 177.5 million expiring on various dates through 2043 and $ 52.5 million with an indefinite carryforward period.

As of December 31, 2024, we had interest expense carryforward for U.S.

income tax purposes of $ 227.5 million.

The entire $ 227.5 million has an indefinite carryforward period.

These carryforwards are available, subject to certain limitations, to offset future taxable income.

As of December 31, 2024, we had $ 2.7 million of tax credits that will expire on various dates through 2037 if not utilized.

As of December 31, 2024, we had foreign net operating loss carryforwards totaling $ 18.8 million.

Of this amount, $ 0.2 million will expire on various dates through 2033 and $ 18.6 million has an unlimited carryforward period.

As of December 31, 2025, we had the following tax attributes available to offset future taxable income, subject to certain limitations:

federal net operating loss carryforward of $ 137.0 million, all of which have an indefinite carryforward period.

• State net operating loss carryforwards of $ 265.9 million, of which $ 187.4 million will expire on various dates through 2043 and $ 78.5 million have an indefinite carryforward period.

• Interest expense carryforward for U.S.

income tax purposes of $ 275.9 million, all with an indefinite carryforward period.

• Tax credit of $ 2.7 million, which will expire on various dates through 2037 if not utilized.

• Foreign net operating loss carryforwards totaling $ 17.8 million, of which $ 0.8 million will expire on various dates through 2046 and $ 17.0 million have an unlimited carryforward period.

As of December 31, 2025, none of our undistributed earnings of foreign operations were considered to be permanently reinvested overseas.

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We do not anticipate any material adjustments related to these examinations.

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Periodic examinations of our tax filings occur by the taxing authorities for the jurisdictions in which we conduct business.

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Our policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense.

The following table summarizes a reconciliation of gross unrecognized tax benefits, excluding penalties and interest, for the year ended December 31, 2024 and 2023 (in thousands):

The following table summarizes a reconciliation of gross unrecognized tax benefits, excluding penalties and interest, for the years ended December 31, 2025 and 2024 (in thousands):

Twelve Months Ended

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There was approximately $ 0.2 million and $ 0.1 million of interest or penalties related to unrecognized tax benefits that were recorded in income tax expense for the years ended December 31, 2025, and 2024, respectively.

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Cash paid for income taxes, net of refunds, for the years ended December 31, 2025 and 2024 was $ 2.9 million and $ 2.4 million, respectively.

Cash paid for income taxes, net of refunds, for the year ended December 31, 2025, were as follows (in thousands):

Federal income taxes

$ 100 $ ( 300 )

State income taxes:

Foreign income taxes:

United Kingdom

All other foreign

Total income taxes paid, net of amounts refunded

$ 2,884 $ 2,410

As of December 31, 2025 and 2024, our total long-term debt and finance lease obligations are summarized as follows (in thousands):

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$ 58,786 $ 112,671

First Lien Term Loan 1

2025 Second Lien Term Loan 1

ME/RE Loans 1

22,119 24,061

Uptiered Loan 1

143,955 129,436

Incremental Term Loan 1

39,824 38,758

Equipment Financing Loan

Corre Uptiered Loan 1

Corre Incremental Term Loan 1

Equipment Financing Loans 1,436 1,399

Total 288,526 319,968

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1 The total excludes unamortized debt issuance cost of $ 9.1 million.

On March 12, 2025, we entered into certain debt refinancing transactions with our existing and new lenders, which resulted in:

• full payoff of the outstanding balance under Delayed Draw Term Loan,

• full payoff of the outstanding balance under the ME/RE Loans,

• full payoff of the outstanding balance under the Incremental Term Loan, and

• partial payoff of the outstanding balance under the Uptiered Loan.

Refer to Note 19 - Subsequent Events for additional details about the transactions.

2022 ABL Credit Facility

On February 11, 2022, we entered into a credit agreement, with the lender parties thereto, and Eclipse Business Capital, LLC, a Delaware limited liability company, as agent (the “ABL Agent”) (such agreement, as amended by Amendment No.1 dated as of May 6, 2022, Amendment No.2 dated as of November 1, 2022, Amendment No.3 dated as of June 16, 2023 (“ABL Amendment No.

3”), Amendment No.4 dated as of March 6, 2024 and Amendment No.5 dated as of September 30, 2024 (“ABL Amendment No.5”), the “2022 ABL Credit Agreement”).

Available funding commitments to us under the 2022 ABL Credit Agreement, subject to certain conditions, include a revolving credit line in an amount of up to $ 130.0 million to be provided by certain affiliates of the ABL Agent, with a $ 35.0 million sublimit for swingline borrowings, and a $ 26.0 million sublimit for issuances of letters of credit (the “Revolving Credit Loans”).

We have fully drawn on the delayed draw term loan of $ 35.0 million (the “Delayed Draw Term Loan”) provided by Corre Partners Management, LLC (“Corre”) and certain of its affiliates, and on the ME/RE Loans (collectively, the Revolving Credit Loans, the Delayed Draw Term Loan and the ME/RE Loans, and the“2022 ABL Credit Facility”).

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Our obligations under the 2022 ABL Credit Agreement are guaranteed by certain of our direct and indirect subsidiaries referenced below as the “ABL Guarantors” and, together with the Company, the “ABL Loan Parties.” Our obligations under the 2022 ABL Credit Facility are secured on a first priority basis by, among other things, accounts receivable, deposit accounts, securities accounts and inventory of the ABL Loan Parties (collectively, the “ABL Priority Collateral”) and are secured on a lower priority basis by substantially all of the other assets of the ABL Loan Parties, subject to the terms of the Intercreditor Agreement (as defined below).

2022 ABL Credit Agreement

On February 11, 2022, we entered into a credit agreement, with the lender parties thereto, and Eclipse Business Capital, LLC, a Delaware limited liability company, as agent (“Eclipse”) (such agreement, as amended by Amendment No.1 dated as of May 6, 2022, Amendment No.2 dated as of November 1, 2022, Amendment No.3 dated as of June 16, 2023 (“ABL Amendment No.3”), Amendment No.4 dated as of March 6, 2024, Amendment No.5 dated as of September 30, 2024, ABL Amendment No.6 (defined below) and ABL Amendment No.7 (defined below), the “2022 ABL Credit Agreement”).

On March 12, 2025, we entered into Amendment No.6 to the 2022 ABL Credit Agreement with the lenders party thereto and Eclipse (“ABL Amendment No.6”).

ABL Amendment No.6 modified the 2022 ABL Credit Agreement to allow the Company to enter into the First Lien Term Loan Agreement (defined below) and grant related liens, aligned certain terms with the First Lien Term Loan Agreement (defined below) and Second A&R Second Lien Term Loan Agreement (defined below), and reflected the repayment of previously outstanding term loan tranches under the 2022 ABL Credit Agreement prior to March 12, 2025.

On September 11, 2025, we entered into Amendment No.7 to the 2022 ABL Credit Agreement with the lenders party thereto and Eclipse (“ABL Amendment No.7”), which further amended the agreement to enhance the Company’s financial flexibility.

The amendment extended the maturity date from September 30, 2027 to October 2, 2028, increased the aggregate commitments from $ 130.0 million to $ 150.0 million, and provided lender consent for the consummation of the Series B Transactions.

Additionally, ABL Amendment No.7 reduced the applicable interest rate margin on loans by a range of 0.25 % to 0.375 % per annum, contingent on the Company’s EBITDA (as defined in the 2022 ABL Credit Agreement) and Average Historical Excess Availability (as defined in the 2022 ABL Credit Agreement), with such reductions effective January 1, 2026.

The amendment also modified certain affirmative and negative covenants to provide the Company and its subsidiaries with greater financial flexibility.

In connection with and as a condition to the effectiveness of ABL Amendment No.7, the Company used a portion of the proceeds from the Series B Transactions to prepay the loans outstanding under the 2022 ABL Credit Agreement in an aggregate principal amount equal to $ 25.0 million (without a corresponding commitment reduction).

Available funding commitments to us under the 2022 ABL Credit Agreement, subject to certain conditions, include a revolving credit line in an amount of up to $ 150.0 million with a $ 35.0 million sublimit for swingline borrowings, and a $ 26.0 million sublimit for issuances of letters of credit (the “Revolving Credit Loans”).

Our obligations under the 2022 ABL Credit Agreement are guaranteed by certain of our direct and indirect subsidiaries referenced below as the “ABL Guarantors” and, together with the Company, the “ABL Loan Parties.” Our obligations under the 2022 ABL Credit Agreement are secured on a first priority basis by, among other things, accounts receivable, deposit accounts, securities accounts and inventory of the ABL Loan Parties (collectively, the “ABL Priority Collateral”) and are secured on a lower priority basis by substantially all of the other assets of the ABL Loan Parties, subject to the terms of the Intercreditor Agreement (as defined below).

Availability under the revolving credit line is based on a percentage of the value of qualifying accounts receivable and inventory, reduced by certain reserves.

On September 30, 2024, the Company entered into ABL Amendment No.5 to the 2022 ABL Credit Agreement to, among other things:

(i) extend the scheduled maturity date from August 11, 2025 to September 30, 2027;

(ii) amend the applicable margin for Delayed Draw Term Loans from a flat rate of 10.00 % for SOFR Loans (as defined in the 2022 ABL Credit Agreement) and 9.00 % for Base Rate Loans (as defined in the 2022 ABL Credit Agreement) to a rate based on EBITDA ranging from 8.50 % to 10.00 % for SOFR Loans and 7.50 % to 9.00 % for Base Rate Loans;

(iii) amend the applicable margin for Revolving Credit Loans from a rate based on EBITDA ranging from 4.15 % to 4.65 % for SOFR Loans and 3.15 % to 3.65 % for Base Rate Loans to a rate based on both EBITDA and Average Historical Excess Availability (as defined in the 2022 ABL Credit Agreement) ranging from 3.50 % to 4.25 % for SOFR Loans and 2.50 % to 3.25 % for Base Rate Loans;

(iv) amend the applicable margin for ME/RE Loans from a flat rate of 5.75 % for SOFR Loans to a flat rate of 5.00 % for SOFR Loans;

(v) amend the definitions of “Borrowing Base” and “Consolidated Fixed Charge Coverage Ratio” as well as related definitions to expand availability under the Revolving Credit Facility (as defined in the 2022 ABL Credit Agreement);

(vi) add a springing financial covenant requiring Excess Availability (as defined in the 2022 ABL Credit Agreement) to be above $ 7,500,000 only if the Consolidated Fixed Charge Coverage Ratio falls below 0.85 x for twelve-month periods ending on or prior to December 31, 2024 and 1.00 x for twelve-month periods ending after December 31, 2024;

(vii) amend the applicable prepayment premium for Delayed Draw Term Loans and ME/RE Loans from a rate ranging from 0 % to 1 % to a rate ranging from 0 % to 2 % based on the date of prepayment.

ABL Amendment No.5 was accounted for in accordance with ASC 470-60, Troubled Debt Restructuring , and no gain or loss was recognized.

Amendment fees of $ 0.9 million related to the Revolving Credit Loans are deferred and amortized to interest expense over the term of the 2022 ABL Credit Agreement.

The terms of the 2022 ABL Credit Facility are described in the table below (dollar amounts are presented in thousands):

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Revolving Credit Loans Delayed Draw Term Loan

Scheduled maturity date 1

9/30/2027 9/30/2027

Stated interest rate

SOFR + applicable margin (base + applicable margin) SOFR + applicable margin (base + applicable margin)

The terms of the Revolving Credit Loans are described in the table below (dollar amounts are presented in thousands):

Maturity date 10/2/2028

Interest rate SOFR + applicable margin (or base rate + applicable margin)

Actual interest rate

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12/31/2024 8.92 %

Interest payments monthly monthly

Interest payments monthly

Cash paid for interest

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12/31/2024 $ 7,940

Balances at 12/31/2024

Principal balance

12/31/2025 $ 58,786

Unamortized balance of debt issuance cost

Net carrying balance

12/31/2024 $ 77,905

Balances at 12/31/2023

Principal balance

Unamortized balance of deferred financing cost

12/31/2025 $ 991

Unamortized balance of debt issuance cost

Net carrying balance

12/31/2024 $ 693

Unamortized balance of deferred financing cost

12/31/2024 $ 693 NA 2

12/31/2023 $ 267 NA 2

Available amount at 12/31/2025 $ 53,396

1 Amended maturity date is the earlier of (i) the Scheduled Maturity Date and (ii) the Springing Maturity Date (91 days prior to Scheduled Maturity Date of the A&R Term Loan Credit Agreement (defined below), or October 1, 2026).

2 Not applicable

The “applicable margin” in the table above is defined as a rate of 3.15 %, 3.40 % or 3.65 % for Base Rate Loans with a 2.00 % base rate floor and a rate of 4.15 %, 4.40 % or 4.65 % for Adjusted Term SOFR Loans with a 1.00 % SOFR floor, in each case depending on the amount of EBITDA (as defined in ABL Amendment No.3 to the 2022 ABL Credit Agreement) as of the most recent measurement period as reported in a monthly compliance certificate.

On March 12, 2025, using a portion of the proceeds from the Initial First Lien Term Loan (defined below), we fully repaid the delayed draw term loan of $ 35.0 million (the “Corre Delayed Draw Term Loan”) originally provided by Corre Partners Management, LLC and certain of its affiliates (“Corre”) and the ME/RE Loans (described below) of $ 22.3 million provided by Eclipse and in each case previously outstanding under the 2022 ABL Credit Agreement.

The unamortized debt issuance cost related to the Corre Delayed Draw Term Loan amounted to $ 0.2 million, and the unamortized debt issuance cost related to the ME/RE Loans amounted to $ 0.8 million.

These amounts were written off and recorded as a loss on debt extinguishment in the consolidated statements of operations.

As of December 31, 2024, the Corre Delayed Draw Term Loan had a net carrying balance of $ 34.8 million, which consisted of the principal balance of $ 35.0 million less the unamortized balance of debt issuance cost of $ 0.2 million.

The actual interest rate as of December 31, 2024 was 14.17 % and cash paid for interest was $ 1.4 million and $ 5.5 million, respectively, during the twelve months ended December 31, 2025 and 2024.

The “applicable margin” in the table above is defined as a rate of 2.25 %, 2.50 % or 2.88 % for Base Rate Loans with a 2.00 % base rate floor and a rate of 3.25 %, 3.50 % or 3.88 % for Adjusted Term SOFR Loans (effective January 1, 2026 per Amendment No.7) with a 1.00 % SOFR floor, in each case depending on the amount of EBITDA (as defined in ABL Amendment No.7 to the 2022 ABL Credit Agreement) as of the most recent measurement period as reported in a monthly compliance certificate.

Base rate is used when SOFR is not available.

The fee for undrawn revolving amounts is 0.50 %.

We may make voluntary prepayments of the loans under the 2022 ABL Credit Facility from time to time, subject, in the case of the Delayed Draw Term Loan, to certain conditions.

Mandatory prepayments are also required in certain circumstances, including with respect to the Delayed Draw Term Loan, if the ratio of aggregate value of the collateral under the 2022 ABL Credit Facility to the sum of the Delayed Draw Term Loan plus revolving facility usage outstanding is less than 130 %.

In addition, mandatory prepayments are required for the Delayed Draw Term Loan, equal to 100 % of all net cash proceeds attributable to certain European collateral realized in connection with the disposition of the assets.

We may make voluntary prepayments of the loans under the 2022 ABL Credit Agreement from time to time, subject to certain conditions.

Mandatory prepayments are also required in certain circumstances.

Amounts repaid under the Revolving Credit Loans may be re-borrowed, subject to compliance with the borrowing base and the other conditions set forth in the 2022 ABL Credit Agreement.

Amounts repaid under the Delayed Draw Term Loan cannot be re-borrowed.

Certain permanent repayments of the 2022 ABL Credit Facility loans are subject to the payment of a premium ranging from 0 % to 2 % depending on the date of prepayment as specified in the 2022 ABL Credit Agreement.

Certain permanent repayments of the 2022 ABL Credit Agreement loans are subject to the payment of a premium ranging from 0 % to 2 % depending on the date of prepayment as specified in the 2022 ABL Credit Agreement.

The 2022 ABL Credit Agreement contains customary conditions to borrowings and covenants, including covenants that restrict our ability to sell assets, make changes to the nature of our business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, engage in transactions with affiliates and make payments in respect of certain debt.

The 2022 ABL Credit Agreement following the execution of Amendment No.3 also requires that we will not exceed $ 15.0 million in unfinanced capital expenditures in any CapEx Test Period (as defined therein);

provided we shall be permitted to make up to $ 25.0 million in unfinanced capital expenditures in any CapEx Test Period (as

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defined therein) if we maintain a total leverage ratio of less than or equal to 2.00 to 1.00 on a pro forma basis immediately after giving effect to each such unfinanced capital expenditure in excess of the capital expenditure limit.

In addition, the 2022 ABL Credit Agreement includes customary events of default, the occurrence of which may require that we pay an additional 2.0 % interest on the outstanding loans under the 2022 ABL Credit Facility and that the debt becomes payable immediately.

provided we shall be permitted to make up to $ 25.0 million in unfinanced capital expenditures in any CapEx Test Period (as defined therein) if we maintain a total leverage ratio of less than or equal to 2.00 to 1.00 on a pro forma basis immediately after giving effect to each such unfinanced capital expenditure in excess of the capital expenditure limit.

In addition, the 2022 ABL Credit Agreement includes customary events of default, the occurrence of which may require that we pay an additional 2.0 % interest on the outstanding loans under the 2022 ABL Credit Agreement and that the debt becomes payable immediately.

As of December 31, 2025, we are in compliance with the covenants.

Direct and incremental costs associated with the issuance of the 2022 ABL Credit Facility were approximately $ 8.4 million and were capitalized as deferred financing costs.

These costs were fully amortized as of June 16, 2023 due to the Maturity Reserve Trigger Date provision that was previously applicable.

We incurred additional financing cost of $ 0.4 million related to the ABL Amendment No.3 and $ 0.9 million related to the ABL Amendment No.5.

These costs were capitalized and are amortized on a straight-line basis over the amended term of the 2022 ABL Credit Facility.

As of December 31, 2024, we had $ 77.9 million outstanding under the Revolving Credit Loans and $ 35.0 million outstanding under the Delayed Draw Term Loans.

There were $ 9.5 million in outstanding letters of credit secured by these instruments, which are off-balance sheet.

The ABL Amendment No.3, in addition to making certain other changes to the 2022 ABL Credit Facility, provided us with $ 27.4 million of term loans (the “ME/RE Loans”).

Our obligations in respect of the ME/RE Loans are guaranteed by the ABL Guarantors.

The ME/RE Loans under the 2022 ABL Credit Agreement are secured on a first priority basis by, among other things, certain real estate and machinery and equipment (the “Specified ME/RE Collateral”) and are secured on a lower priority basis by substantially all of the other assets of the ABL Loan Parties.

The ME/RE Loans were drawn in full on June 16, 2023 and were used to pay off the remaining amounts owed under the existing APSC Term Loan, discussed below.

On September 30, 2024, the Company entered into ABL Amendment No.5.

ABL Amendment No.5 amended the 2022 ABL Credit Agreement to, among other things, provide for the following changes to the ME/RE Loans:

(i) extended the scheduled maturity date from August 11, 2025 to September 30, 2027;

(ii) amended the applicable margin for ME/RE Loans from a flat rate of 5.75 % for SOFR Loans (as defined in the 2022

ABL Credit Agreement) to a flat rate of 5.00 % for SOFR Loans;

(iii) amend the applicable prepayment premium for ME/RE Loans from a rate ranging from 0 % to 1 % to a rate ranging from 0 % to 2 % based on the date of prepayment.

The terms of ME/RE Loans are described in the table below (dollar amounts are presented in thousands):

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Scheduled maturity date 1

Stated interest rate

SOFR + 5.00 % + 0.11 % credit spread adjustment

Principal payments $ 237 monthly

Direct and incremental costs associated with the issuance of the loans under the 2022 ABL Credit Agreement were capitalized as deferred financing costs.

As of December 31, 2025, $ 9.5 million in letters of credit were issued under the 2022 ABL Credit Agreement.

Such amounts remain undrawn and are off-balance sheet.

On March 12, 2025, using a portion of the proceeds from the Initial First Lien Term Loan (defined below), we fully repaid the ME/RE Loans of $ 22.3 million (“ME/RE Loans”) provided to us pursuant to ABL Amendment No.3.

ME/RE Loans were secured by a first priority lien and mortgage on certain real estate and machinery and equipment of the Company.

As of December 31, 2024, the ME/RE Loans had net carrying balance of $ 22.1 million, which consisted of the principal balance of $ 23.0 million less the unamortized balance of debt issuance cost of $ 0.9 million.

The actual and effective interest rates at December 31, 2024 were 9.67 % and 12.97 %, respectively.

Cash paid for interest during the twelve months ended December 31, 2025 and 2024 was $ 0.6 million and $ 2.7 million, respectively.

First Lien Term Loan Agreement

On March 12, 2025, we entered into a First Lien Term Loan Credit Agreement (as amended by Amendment No.1 (defined below), the “First Lien Term Loan Agreement”) with the lenders party thereto and HPS Investment Partners, LLC.

Available funding commitments include a $ 225.0 million senior secured first lien term loan (the “First Lien Term Loan”) consisting of a $ 175.0 million initial term loan tranche (the “Initial First Lien Term Loan”) and a $ 50.0 million delayed draw term loan tranche (the “First Lien Delayed Draw Term Loan”), which is available to be drawn from March 12, 2025 to June 30, 2027, subject to satisfying certain conditions, including pro forma compliance with a First Lien Net Leverage Ratio (as defined in the First Lien Term Loan Agreement) of 3.75 to 1.00 and Liquidity (as defined in the First Lien Term Loan Agreement) of not less than $ 40.0 million.

All outstanding amounts in respect of the First Lien Term Loan mature and become due and payable on March 12, 2030.

Loans borrowed under the First Lien Term Loan Agreement bear interest at an annual rate of the Secured Overnight Financing Rate (“SOFR”) for interest periods of one-, three- or six-months, at the Company’s election, plus an additional margin.

The additional margin was fixed at 6.50 % per annum for the quarter ending March 31, 2025, and thereafter contingent on the First Lien Net Leverage Ratio (as defined in the First Lien Term Loan Agreement) with a potential range of 7.00 % to 6.00 % for the quarter ending September 30, 2025, and 5.75 % to 6.75 % thereafter (pursuant to Amendment No.1 as described below).

The proceeds of the Initial First Lien Term Loan were used to redeem and repay the Corre Delayed Draw Term Loan and the ME/RE Loans under the 2022 ABL Credit Agreement, the Corre Incremental Term Loan and a portion of the outstanding

balance of the Corre Uptiered Loan under the Existing A&R Term Loan Agreement (as defined below).

To the extent borrowed, the proceeds of the First Lien Delayed Draw Term Loan will be used solely to repay the obligations under the Second A&R Second Lien Term Loan Agreement (as defined below).

As of December 31, 2025, we have not drawn on the First Lien Delayed Draw Term Loan.

On September 11, 2025, we entered into Amendment No.1 to the First Lien Term Loan Agreement (“Amendment No.1”) with the lenders and HPS Investment Partners, LLC, as agent.

Amendment No.1 modified the First Lien Term Loan Agreement to provide the Company and its subsidiaries with enhanced financial flexibility.

Key terms of Amendment No.1 include:

• lender consent for the consummation of the Series B Transactions;

• a reduction of the interest rate margin applicable to the loans under the First Lien Term Loan Agreement by 0.25 % per annum, with such reduction commencing October 1, 2025;

• an increase of the maximum permitted First Lien Net Leverage Ratio (as defined in the First Lien Term Loan Agreement), tested as of the end of each fiscal quarter, to 6.00 to 1.00 from 5.50 to 1.00 through and including the fiscal quarter ending December 31, 2026, with a subsequent reversion to 5.50 to 1.00 for the fiscal quarters ending thereafter;

• the modification of certain affirmative and negative covenants and mandatory prepayment requirements, in each case, to permit greater financial flexibility for the Company and its subsidiaries.

The terms of the Initial First Lien Term Loan are described in the table below (dollar amounts are presented in thousands):

Maturity date 3/12/2030

Stated interest rate SOFR+applicable margin (or base+applicable margin)

Principal payments $ 438 quarterly

Effective interest rate

12/31/2025 11.86 %

12/31/2023 17.40 %

Actual cash interest rate

12/31/2024 9.67 %

Actual interest rate

12/31/2025 10.00 %

Interest payments monthly

Interest payments Last day of borrower-selected interest period, but no later than quarterly

Cash paid for interest

12/31/2024 $ 2,737

12/31/2023 $ 1,384

Balances at 12/31/2024

Principal balance $ 22,981

Unamortized balance of debt issuance cost $( 862 )

Net carrying balance $ 22,119

YTD 12/31/2025 $ 14,343

Balances at 12/31/2025

Principal balance $ 173,688

Unamortized balance of debt issuance cost $( 1,762 )

Unamortized balance of debt discount and issuance cost 1

Net carrying balance $ 166,241

Available amount at 12/31/2024 $ —

_________________

2 The effective interest rate as of December 31, 2024, consisted of a 9.67 % variable interest rate paid in cash and an additional 3.30 % due to non-cash amortization of the related debt issuance costs.

The effective interest rate as of December 31, 2023, consisted of a 11.21 % variable interest rate paid in cash and an additional 6.19 % due to amortization of the related debt issuance costs.

We may make voluntary prepayments of the ME/RE Loans from time to time.

Mandatory prepayments are required in certain instances when sales of assets are completed that are related to the Specified ME/RE Collateral (as defined in the 2022 ABL Credit Agreement), subject to certain prepayment premiums (subject to certain exceptions), plus accrued and unpaid interest.

The remaining unpaid principal balance of the ME/RE loans at maturity will be $ 18.2 million.

The ME/RE Loans are governed by the 2022 ABL Credit Agreement and the same restrictive covenants described above under 2022 ABL Credit Facility apply.

Direct and incremental costs associated with the issuance of the ME/RE Loans in connection with ABL Amendment No.

3 were approximately $ 2.2 million and were deferred and presented as a direct deduction from the carrying amount of the related debt and are amortized over the term of the ME/RE Loans.

APSC Term Loan

On June 16, 2023, we used the proceeds from the ME/RE Loans and borrowings under the 2022 ABL Credit Facility to repay the total outstanding APSC Term Loan (as defined below) balance of $ 35.5 million plus the applicable prepayment premium, resulting in a loss on debt extinguishment of $ 1.6 million and the termination of this facility.

In the previous years, we entered into that certain Term Loan Credit Agreement, dated December 18, 2020, (as amended, the “APSC Term Loan Credit Agreement”) with APSC as agent, pursuant to which we borrowed $ 250.0 million (the “APSC Term Loan”).

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Amended and Restated Term Loan Credit Agreement - Uptiered Loan and Incremental Term Loan

On November 9, 2021, we entered into a credit agreement (as amended by Amendment No.1 dated as of November 30, 2021, Amendment No.2 dated as of December 6, 2021, Amendment No.3 dated as of December 7, 2021, Amendment No.4 dated as of December 8, 2021, Amendment No.5 dated as of February 11, 2022, Amendment No.6 dated as of May 6, 2022, Amendment No.7 dated as of June 28, 2022, Amendment No.8 dated as of October 4, 2022, Amendment No.9 dated as of November 1, 2022, Amendment No.10 dated as of November 4, 2022, Amendment No.11 dated as of November 21, 2022 and Amendment No.12 dated as of March 29, 2023, the “Subordinated Term Loan Credit Agreement”) with Cantor Fitzgerald Securities, as agent, and the lenders party thereto providing for an unsecured approximately $ 123.1 million delayed draw subordinated term loan facility.

Pursuant to the Subordinated Term Loan Credit Agreement, we borrowed $ 22.5 million on November 9, 2021, and an additional $ 27.5 million on December 8, 2021.

On October 4, 2022, an additional approximately $ 57.0 million was added to the outstanding principal amount under the Subordinated Term Loan Credit Agreement in exchange for an equivalent amount of the Company’s senior unsecured 5.00 % Convertible Senior Notes due 2023 (the “Notes”) held by Corre.

On June 16, 2023, we entered into an amendment and restatement of that certain subordinated term loan credit agreement dated as of November 9, 2021 (such agreement, as amended and restated, and as further amended by Amendment No.1 dated March 6, 2024, and Amendment No.

2 dated September 30, 2024, the “A&R Term Loan Credit Agreement”) among the Company, as borrower, the guarantors party thereto, the lenders from time-to-time party thereto and Cantor Fitzgerald Securities, as agent (the “A&R Term Loan Agent”).

Additional funding commitments under the A&R Term Loan Credit Agreement, subject to certain conditions, included a $ 57.5 million senior secured first lien term loan (the “Incremental Term Loan”) provided by Corre and certain of its affiliates, consisting of a $ 37.5 million term loan tranche and a $ 20.0 million delayed draw tranche.

Amounts outstanding under the existing subordinated term loan credit agreement (the “Uptiered Loan”) became senior secured obligations of the Company and the A&R Term Loan Guarantors (as defined below) and are secured on a pari passu basis with the Incremental Term Loan, on the terms described below.

On July 31, 2023, $ 42.5 million, made up of $ 37.5 million of the term loan tranche and $ 5.0 million of the delayed draw tranche, of the $ 57.5 million Incremental Term Loan under the A&R Term Loan Credit Agreement was drawn down and the proceeds thereof were used to repay all of the remaining outstanding Notes that matured on August 1, 2023.

We borrowed an additional $ 5.0 million on October 6, 2023.

The remaining availability of the delayed draw tranche of $ 10.0 million will be used, subject to certain maximum liquidity conditions, for working capital purposes.

On September 30, 2024 we entered into Amendment No.2 (“ Term Loan Amendment No.2”) to the A&R Term Loan Credit Agreement.

Term Loan Amendment No.2 amended the A&R Term Loan Credit Agreement to, among other things, make conforming changes to the A&R Term Loan Credit Agreement, consistent with the changes being made to the 2022 ABL Credit Agreement by ABL Amendment No.5.

The Company’s obligations under the A&R Term Loan Credit Agreement are guaranteed by certain direct and indirect material subsidiaries of the Company (the “A&R Term Loan Guarantors” and, together with the Company, the “A&R Term Loan Parties”).

The obligations of the A&R Term Loan Parties are secured on a second or lower priority basis by the ABL Priority Collateral and the Specified ME/RE Collateral, and on a first priority basis by substantially all of the other assets of the A&R Term Loan Parties, subject to the terms of an intercreditor agreement (the “Intercreditor Agreement”) between the A&R Term Loan Agent, the ABL Agent and the A&R Term Loan Parties, that sets forth the priorities in respect of the collateral and certain related agreements with respect thereto.

We may make voluntary prepayments of the loans under the A&R Term Loan Credit Agreement from time to time, and we are required in certain instances related to change of control, asset sales, equity issuances, non-permitted debt issuances and with annual excess cash flow (as defined in the A&R Term Loan Credit Agreement), to make mandatory prepayments of the loans under the A&R Term Loan Credit Agreement, subject to certain prepayment premiums as specified in the A&R Term Loan Credit Agreement (subject to certain exceptions), plus accrued and unpaid interest.

The A&R Term Loan Credit Agreement contains certain customary conditions to borrowings, events of default and affirmative, negative, and financial covenants (including a net leverage ratio and maximum annual capital expenditures covenant, all as described in the A&R Term Loan Credit Agreement).

As of December 31, 2024, we were in compliance with the covenants.

Further, the A&R Term Loan Credit Agreement includes certain customary events of default, the occurrence of which may require an additional 2.00 % interest on the outstanding loans and other obligations under the A&R Term Loan Credit Agreement and the debt may become payable immediately.

The terms of Uptiered Loan / Subordinated Term Loan and Incremental Term Loan are described in the table below (dollar amounts are presented in thousands):

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Uptiered Loan

Incremental Term Loan

Maturity date 12/31/2027 (12/31/2026 if outstanding balance is greater than $ 50 million)

Stated interest rate

12/31/2024 9.5 % PIK and 4.0 % cash 3

12 % paid in cash

12/31/2023 12 % PIK

12 % paid in cash

Principal payments at maturity $ 356 quarterly

1 Consists of debt discount of $ 3,486 and debt issuance cost of $ 3,961 .

The First Lien Term Loan Agreement contains certain conditions to borrowings, events of default and affirmative and negative covenants (including a financial covenant prohibiting the Company from exceeding a maximum First Lien Net Leverage Ratio (as defined therein), tested as of the end of each fiscal quarter).

Further, the First Lien Term Loan Agreement includes certain events of default, the occurrence of which may require that we pay an additional 2.0 % interest on the outstanding loans and other obligations under the First Lien Term Loan Agreement.

As of December 31, 2025, we are in compliance with the covenants.

A&R Term Loan Credit Agreement / Second A&R Second Lien Term Loan Agreement

On March 12, 2025, we entered into a Second Amended and Restated Second Lien Term Loan Credit Agreement with the lenders party thereto (“Corre and affiliates”) and Cantor Fitzgerald Securities, as Agent (as amended by the Second Lien Amendment (defined below) , the “Second A&R Second Lien Term Loan Agreement”), which amended and restated the existing Amended and Restated Term Loan Credit Agreement, dated June 16, 2023 (the “Existing A&R Term Loan Agreement”).

The Existing A&R Term Loan Agreement amended and restated a term loan credit agreement entered into on November 9, 2021, as amended through March 29, 2023, to provide for term loans outstanding upon effectiveness of such amendment and restatement consisting of a $ 57.5 million senior secured first lien term loan provided by Corre and certain of its affiliates (the “Corre Uptiered Loan”), and included an additional funding commitment, subject to certain conditions, and comprised of a $ 37.5 million term loan tranche and a $ 20.0 million delayed draw tranche, of which $ 10.0 million remained undrawn on March 12, 2025 (together, the “Corre Incremental Term Loan”).

On March 12, 2025, using a portion of the proceeds from the Initial First Lien Term Loan, we fully paid off the outstanding principal balance on the Corre Incremental Term Loan in the amount of $ 46.3 million and paid down $ 54.1 million of the outstanding principal balance on the Corre Uptiered Loan.

The remaining portion of the Corre Uptiered Loan of $ 93.9 million, together with certain fees and accrued interest, was rolled into the 2025 Second Lien Term Loans (defined below).

The unamortized debt issuance cost related to the Corre Incremental Term Loan amounted to $ 6.3 million, and the unamortized debt issuance cost related to the Core Uptiered Loan amounted to $ 0.2 million.

These amounts were written off and recorded as a loss on debt extinguishment in the consolidated statements of operations.

On September 11, 2025, we entered into Amendment No.1 to the Second A&R Second Lien Term Loan Agreement, with the lenders party thereto, and Cantor Fitzgerald Securities, as Agent, (the “Second Lien Amendment”).

As a condition to the effectiveness of the Second Lien Amendment, the Company used a portion of the proceeds from the Series B Transactions to prepay approximately $ 42.9 million of principal and accrued and unpaid interest on loans outstanding under the Second A&R Second Lien Term Loan Agreement.

The unamortized debt issuance cost associated with the prepayment totaling approximately $ 1.3 million was written off and recorded as a loss on debt extinguishment in the consolidated statements of operations.

The Second Lien Amendment modifies the Second A&R Second Lien Term Loan Agreement to provide the Company and its subsidiaries with enhanced financial flexibility.

Key terms of the Second Amendment include:

• lender consent for the consummation of the Series B Transactions;

• increase the maximum permitted First Lien Net Leverage Ratio (as defined in the Second A&R Second Lien Term Loan Agreement), tested as of the end of each fiscal quarter, to 6.50 to 1.00 from 6.00 to 1.00 through and including the fiscal quarter ending December 31, 2026, with a subsequent reversion to 6.00 to 1.00 for the fiscal quarters ending thereafter;

• the modification of certain affirmative and negative covenants and mandatory prepayment requirements, in each case, to permit greater financial flexibility for the Company and its subsidiaries.

The Second A&R Second Lien Term Loan Agreement contains certain conditions to borrowings, events of default and affirmative and negative covenants (including a financial covenant prohibiting the Company from exceeding a maximum First Lien Net Leverage Ratio (as defined therein), tested at the end of each fiscal quarter).

Further, the Second A&R Second Lien Term Loan Agreement includes certain events of default, the occurrence of which may require that the Company pay an additional 2.0 % interest on the outstanding loans and other obligations under the Second A&R Second Lien Term Loan Agreement.

As of December 31, 2025, we are in compliance with the covenants.

The amount currently outstanding under the Second A&R Second Lien Term Loan Agreement is a $ 63.7 million second lien term loan (the “Second Lien Term Loans”), provided by Corre and certain of its affiliates, consisting of a term loan tranche, including certain interest payments paid in kind (the “2025 Second Lien Term Loans”).

The Second A&R Second Lien Term Loan Agreement also includes an additional funding commitment for a $ 10.0 million delayed draw term loan tranche (the “Second Lien Delayed Draw Term Loans”) available until April 15, 2026 (the “Delayed Draw Availability Period”), subject to satisfying certain conditions.

At our request and with applicable lender consent, the Delayed Draw Availability Period may also be extended or reinstated following the expiration thereof.

All outstanding amounts in respect of the Second Lien Term Loans mature and become due and payable on June 10, 2030.

To the extent borrowed, the proceeds of the Second Lien Delayed Draw Term Loans are permitted to be used by the Company for general working capital and liquidity purposes.

As of December 31, 2025, we have not drawn on the Second Lien Delayed Draw Term Loans.

The Second Lien Term Loans bear interest at an annual rate of 13.5 % through the earlier of (i) September 30, 2026, and thereafter, if the outstanding principal balance of the Second Lien Term Loans exceeds 50 % of the principal balance on March 12, 2025, the interest rate will increase by 0.25 % quarterly, subject to a maximum rate of 14.5 % per annum, and (ii) the date on which the Second Lien Delayed Draw Term Loan is borrowed in full, in which case the interest rate will increase to the maximum rate of 14.5 % per annum.

Interest is payable quarterly and if the First Lien Net Leverage Ratio (as defined in the Second A&R Second Lien Term Loan Agreement) is greater than or equal to 3.50 to 1.00, then all interest shall be paid in kind;

if the First Lien Net Leverage Ratio is less than 3.50 to 1.00 and greater than or equal to 3.00 to 1.00, 50 % of the interest shall be payable in cash, with the other 50 % to be paid in kind;

and if the First Lien Net Leverage Ratio is less than 3.00 to 1.00, all interest will be payable in cash.

The terms of the 2025 Second Lien Term Loans are described in the table below (dollar amounts are presented in thousands):

Maturity date 6/10/2030

Principal payments quarterly 1

Effective interest rate

12/31/2025 16.04 %

Actual interest rate

12/31/2025 13.50 %

Interest payments cash quarterly/PIK monthly quarterly

Interest payments quarterly

Cash paid for interest

12/31/2025 $ 1,129 2

12/31/2023 $ — $ 898

PIK interest added to principal

12/31/2024 $ 14,366 $ —

12/31/2023 $ 14,644 $ 8

Balances at 12/31/2024

Principal balance 4

PIK interest added to principal balance

12/31/2025 $ 8,086

Unamortized balance of debt issuance cost $( 499 ) $( 6,803 )

Net carrying balance $ 143,955 $ 39,824

Balances at 12/31/2025

Principal balance $ 63,696

$ 130,087 $ 48,052

Unamortized balance of debt issuance cost $( 1,633 )

Net carrying balance $ 62,063

Available amount at 12/31/2024 $ — $ 10,000

1 The effective interest rate on the Uptiered Loan as of December 31, 2024, consisted of a 13.50 % stated interest rate paid in PIK and cash and an additional 1.06 % due to the amortization of the related debt issuance costs.

The effective interest rate on the Uptiered Loan as of December 31, 2023 consisted of a 12.00 % stated interest rate paid in PIK and an additional 0.86 % due to the acceleration of the amortization of the related debt issuance costs.

2 The effective interest rate on the Incremental Term Loan as of December 31, 2024 and 2023, consisted of a 12.00 % stated interest rate paid in cash and an additional 10.96 % due to the amortization of the related debt issuance costs.

3 Cash and PIK split is determined based on the Net Leverage Ratio as defined in the A&R Term Loan Credit Agreement.

4 The principal balance of the Uptiered Loan is made up of $ 22.5 million drawn on November 9, 2021, $ 27.5 million drawn on December 8, 2021, and $ 57.0 million added as part of the exchange agreement on October 4, 2022.

In addition, the principal balance includes PIK interest of $ 36.6 million and $ 22.2 million as of December 31, 2024 and December 31, 2023 respectively, and PIK fees of $ 0.9 million incurred as of December 31, 2022.

The Uptiered Loan under the A&R Term Loan Credit Agreement bears an original interest at an annual rate of 12.00 %, a split between cash and PIK, with the cash portion ranging from 2.50 % per annum to 12.00 % per annum, and the PIK portion ranging from 9.50 % per annum to 0.00 % per annum, depending on the Company’s Net Leverage Ratio (as defined in the A&R Term Loan Credit Agreement).

In addition, if certain conditions related to repayments in respect of the Incremental Term Loan are not met, certain additional quarterly fees (not to exceed 4 such fees) plus a 150 basis point increase to the applicable interest rate will be payable to the lenders under the A&R Term Loan Credit Agreement in cash or common stock of the Company, at the Company’s option.

The rate increase became effective at January 31, 2024, and as of December 31, 2024, the interest rate was 13.5 % consisting of 4 % cash interest and 9.5 % PIK interest.

In addition, if certain minimum liquidity thresholds set forth in the A&R Term Loan Credit Agreement are not met for an applicable interest payment date, all interest in respect of the Uptiered Loan payable on such interest payment date will be PIK, irrespective of the Net Leverage Ratio at such time.

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Direct and incremental costs associated with the issuance of the Incremental Term Loan in connection with the A&R Term Loan Credit Agreement were approximately $ 10.1 million and were deferred and presented as a direct deduction from the carrying amount of the related debt and are amortized over the term of the Incremental Term Loan.

As of December 31, 2024 and December 31, 2023, APSC Holdco II, L.P.

held 500,000 warrants and certain Corre holders collectively held 500,000 warrants, in each case providing for the purchase of one share of the Company’s common stock per warrant at an exercise price of $ 15.00 .

The warrants will expire on December 8, 2028.

See table below for further details.

Original After 1 for 10 Reverse Stock Split (Effective date December 22, 2022)

Holder Date Number of shares Exercise price Expiration date Number of shares Exercise price Expiration date

APSC Holdco II, LP

Original 12/18/2020 3,582,949 $ 7.75 6/14/2028

Amended 11/9/2021 500,000 $ 1.50 6/14/2028

Amended 12/8/2021 917,051 $ 1.50 12/8/2028

Total APSC 5,000,000 $ 1.50 12/8/2028 500,000 $ 15.00 12/8/2028

Corre 12/8/2021 5,000,000 $ 1.50 12/8/2028 500,000 $ 15.00 12/8/2028

Total warrants 10,000,000 1,000,000

The exercise price and the number of shares of our common stock issuable on exercise of the warrants are subject to certain antidilution adjustments, including for stock dividends, stock splits, reclassifications, noncash distributions, cash dividends, certain equity issuances and business combination transactions.

In connection with the transactions contemplated by the 2022 ABL Credit Agreement, on February 11, 2022 we entered into a common stock subscription agreement with the Corre holders, pursuant to which we issued and sold the common stock to the Corre holders.

The Company, the Corre holders and APSC Holdco entered into those certain Team, Inc.

Waivers of Anti-Dilution Adjustments and Cash Transaction Exercise (collectively, the “Warrant Waivers”) and agreed, among other things, (i) to irrevocably waive certain anti-dilution adjustments set forth in such Warrant in connection with the Proposed Equity Financing (as defined in the Warrant Waivers);

(ii) to not exercise such Warrant, in whole or in part, if the Company determines that such exercise will cause an ownership change within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (assuming, among other things, that the ownership change threshold is 47% rather than 50%);

and (iii) to only exercise such Warrant in a “cashless” or “net-issue” exercise.

Equipment Financing Loan

On March 6, 2024, we entered into agreements to sell various equipment to an equipment finance lender for $ 2.9 million and lease the equipment for monthly payments of $ 181 thousand over eighteen months .

The lease agreement provides for a bargain purchase option at the end of the lease term which we intend to exercise.

The Company determined that the transaction did not meet the criteria for sale-leaseback in accordance with ASC 842, Leases and accounted for this arrangement as an equipment financing.

The assets subject to the transaction remain on our balance sheet and continue to depreciate in accordance with our depreciation policy.

1 Principal payments represent a percentage (ranges between 0 % and 0.25 % based on the First Lien Net Leverage Ratio) of the outstanding principal balance.

As of December 31, 2025 we are not making quarterly principal payments.

2 One-time cash interest payment in connection with the partial prepayment on September 11, 2025.

As of December 31, 2024, the Corre Incremental Term Loan had a net carrying balance of $ 39.8 million, which consisted of the principal balance of $ 46.6 million less the unamortized balance of debt issuance cost of $ 6.8 million.

The stated and effective interest rates at December 31, 2024 were 12.00 % and 22.96 %, respectively.

Cash paid for interest during the twelve months ended December 31, 2025 and 2024 was $ 2.5 million and $ 5.7 million, respectively.

As of December 31, 2024, the Corre Uptiered Loan had a net carrying balance of $ 144.0 million, which consisted of the principal balance of $ 144.5 million less the unamortized balance of debt issuance cost of $ 0.5 million.

The stated and effective interest rates at December 31, 2024 were 13.50 % and 14.56 %, respectively.

Cash paid for interest during the twelve months ended December 31, 2025 and 2024 was $ 2.7 million and $ 2.8 million, respectively.

Equipment Financing Loans

Equipment finance loans consist of secured borrowings used to acquire machinery and equipment (including office equipment).

Under some of the arrangements, the lender pays the equipment vendor directly on behalf of the Company;

as a result, no cash proceeds are received by the Company.

The loans are secured by the financed equipment and are repaid over fixed terms through scheduled installments.

The related assets are recorded in property, plant, and equipment, net of accumulated depreciation.

As of December 31, 2025 and December 31, 2024, the outstanding balance of equipment financing loans was $ 1.4 million.

Fair Value of Debt

The fair value of our debt obligations is representative of the carrying value based upon the respective interest rate terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt obligations.

1970 Group Substitute Insurance Reimbursement Facility

On September 16, 2024, we entered into an amended and restated substitute insurance reimbursement facility agreement with 1970 Group Inc.

On September 16, 2024, we entered into an amended and restated substitute insurance reimbursement facility agreement with the 1970 Group Inc.

(“1970 Group”) (such agreement, the “Substitute Insurance Reimbursement Facility Agreement”).

Under the Substitute Insurance Reimbursement Facility Agreement, the 1970 Group extended credit to us in the form of a substitute reimbursement facility (the “Substitute Reimbursement Facility”) to provide up to approximately $ 19.0 million of letters of credit on our behalf in support of our workers’ compensation, commercial automotive and general liability insurance policies.

Under this agreement, the 1970 Group extended credit to us in the form of a substitute reimbursement facility (the “Substitute Reimbursement Facility”) of approximately $ 19.0 million of letters of credit on our behalf in support of our workers’ compensation, commercial automotive and general liability insurance policies.

On August 25, 2025, we entered into a new agreement with 1970 Group Originator, Inc., an affiliate of 1970 Group, titled the Substitute Insurance Collateral Facility Program Agreement (the “Collateral Facility Agreement”), which replaced the Substitute Insurance Reimbursement Facility Agreement.

The Collateral Facility Agreement establishes a revised framework for collateral and credit support related to our insurance programs, superseding the prior reimbursement facility.

As of December 31, 2025, we have $ 19.1 million of letters of credit outstanding under the Substitute Reimbursement Facility.

Such letters of credit arranged by the 1970 Group permitted the return of certain existing letters of credit for our account that were outstanding for the purpose of supporting the Insurance Policies and that were required to be collateralized, thereby providing us increased liquidity.

Under the Substitute Insurance Reimbursement Facility Agreement, we are required to

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reimburse the 1970 Group for any draws made under the letters of credit within three business days of notice of any such draw.

Under the Substitute Insurance Reimbursement Facility Agreement, we are required to reimburse the 1970 Group for any draws made under the letters of credit within three business days of notice of any such draw.

The Substitute Insurance Reimbursement Facility Agreement is effective through the term of the issued letters of credit;

it renews annually upon payment of the extension fee, provided there has not been an event of default.

According to the provisions of ASC 470, Debt, the arrangement is a “Substitute Insurance Reimbursement Facility” limited to the amounts drawn under the letters of credit.

According to the provisions of ASC 470, Debt , the arrangement is a “Substitute Insurance Reimbursement Facility” limited to any amounts drawn under the letters of credit.

Therefore, until we use or draw on the Substitute Insurance Reimbursement Facility, the letters of credit are treated as an off-balance sheet credit arrangement.

Fees in the amount of $ 2.3 million and $ 2.9 million, respectively, were paid by us during the years ended December 31, 2024 and 2023 and were deferred and amortized over the term of the arrangement.

The fees in the amount of $ 2.2 million paid by us under this arrangement are deferred and amortized to interest expense over the term of the arrangement.

As of December 31, 2025 and 2024, the unamortized balance of $ 1.5 million and $ 1.6 million was included in other current assets.

1 unchanged sentence

International cash balances included in total cash as of December 31, 2025 were $ 4.4 million, and approximately $ 1.2 million of such cash is restricted.

As of December 31, 2024, we had approximately $ 45.9 million of availability under our various credit facilities, consisting of $ 35.9 million available under the Revolving Credit Loans and $ 10.0 million available under the Incremental Delayed Draw Term Loan under the A&R Term Loan Credit Agreement.

As of December 31, 2025, we had approximately $ 63.4 million of availability under our various credit facilities, consisting of $ 53.4 million available under the Revolving Credit Loans and $ 10.0 million available under the Second Lien Delayed Draw Term Loan under the Second A&R Second Lien Term Loan Credit Agreement.

We had $ 30.4 million in letters of credit and $ 1.9 million in surety bonds outstanding.

In connection with the Series B Transactions, we also have access to up to $ 30.0 million additional liquidity through a delayed draw mechanism, subject to certain conditions under the related Purchase Agreement.

Our cash and cash equivalents as of December 31, 2024 totaled $ 31.5 million of unrestricted cash and cash equivalents and $ 4.0 million of restricted cash, including $ 2.8 million of restricted cash held as collateral for letters of credit and commercial card programs.

Additionally, $ 5.1 million of the $ 31.5 million of cash and cash equivalents was in foreign accounts, primarily in Canada, the U.K.

and Europe including $ 0.6 million of cash located in countries where currency or regulatory restrictions existed.

and Europe including $ 1.1 million of restricted cash.

We determine if an arrangement is a lease at inception.

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Total lease cost $ 35,495 $ 31,391

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Other information related to leases is as follows (in thousands):

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Operating leases 10.0 % 9.0 %

Finance lease 8.0 % 8.0 %

Finance leases

As of December 31, 2025, we have no material additional operating and finance leases that have not yet commenced.

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Present value of lease liabilities $ 52,386 $ 8,675

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Total rent expense resulting from operating leases, including short-term leases, for the years ended December 31, 2025 and 2024 was $ 39.1 million and $ 36.9 million, respectively.

1 unchanged sentence

In June 2018, the Company adopted the 2018 Team, Inc, Equity Incentive Plan (as amended and restated in May 2021 and May 2024, the “2018 Plan”) pursuant to which our Board of Directors may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees.

As of December 31, 2024, the 2018 Plan had 462,348 shares available for issuance.

These shares exclude 445,136 performance award shares granted in 2023 which become issuable if 100 % of performance target is achieved, and can be settled in shares, cash or a combination thereof when vested.

As of December 31, 2025, the 2018 Plan had 490,465 shares available for issuance of which 338,403 performance award shares were granted in 2023 and 2025 which become issuable if 100 % of performance target is achieved, and can be settled in shares, cash or a combination thereof when vested.

These performance awards are discussed in further detail below.

1 unchanged sentence

Share-based compensation expense reflects an estimate of expected forfeitures.

As of December 31, 2024, $ 2.5 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 1.5 years.

As of December 31, 2025, $ 0.9 million of unrecognized compensation expense related to share-based compensation is expected to

be recognized over a remaining weighted-average period of 0.9 years.

There was no income tax benefit recognized for the years ended December 31, 2025 or 2024.

2 unchanged sentences

We determine the fair value of each stock unit based on the market price on the date of grant.

Stock units generally vest in annual installments over three or four years and the expense associated with the units is recognized ratably over the same vesting period.

Stock units generally vest in annual installments over three years and the expense associated with the units is recognized ratably over the same vesting period.

Compensation expense related to RSUs totaled $ 0.5 million and $ 1.0 million for the years ended December 31, 2025 and 2024, respectively.

7 unchanged sentences

Changes during the year:

Granted 5 14.48

Vested and settled ( 64 ) 8.21

3 unchanged sentences

Performance Stock Units (PSUs)

We granted 445,136 long-term performance stock units during 2023 to certain executives with a non-market condition milestone factor related to our adjusted EBITDA.

During the year ended December 31, 2025, the Company granted 11,097 long-term performance stock units to certain executives, in addition to 327,306 units granted in 2023 that remain outstanding as of December 31, 2025.

The vesting of these awards is contingent upon the achievement of a non-market condition milestone, specifically related to our adjusted EBITDA performance.

For these awards, we recognize compensation expense over the vesting term on a straight-line basis based upon the performance target that is probable of being met, subject to adjustment for changes in the expected or actual performance outcome.

For performance awards, we recorded an expense of $ 0.3 million and $ 1.3 million for the years ended December 31, 2025 and 2024, respectively.

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Transactions involving our performance awards during the twelve months ended December 31, 2025 are summarized below:

5 unchanged sentences

Changes during the period:

Granted 11 14.48

Cancelled and forfeited ( 118 ) 8.22

3 unchanged sentences

There were no performance stock units vested during the years ended December 31, 2025 and 2024.

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SHAREHOLDERS’ EQUITY

Shareholders’ Equity and Preferred Stock

Shareholders’ Equity (Deficit) and Preferred Stock

As of December 31, 2025 there were 4,532,240 shares of our common stock outstanding and 12,000,000 shares authorized with a par value of $ 0.30 per share.

As of December 31, 2024 we had 500,000 authorized shares of preferred stock, none of which had been issued.

In connection with the APSC Term Loan Credit Agreement and the Subordinated Term Loan Credit Agreement, we entered into Warrant Agreements and Waivers related to our common stock.

The APSC Term Loan Credit Agreement was fully paid off in June of 2023.

For additional details, see Note 11 - Debt.

As of December 31, 2025 there were 75,000 shares of preferred stock outstanding, designated as Series B Preferred Stock, and we had 500,000 authorized shares at $ 100.00 par value per share of preferred stock (see Note 16 - Redeemable Preferred Stock for more detail).

As of December 31, 2025, and December 31, 2024, APSC Holdco II, L.P.

held 500,000 warrants and certain affiliates of Corre collectively held 500,000 warrants, in each case providing for the purchase of one share of the Company’s common stock per warrant at an exercise price of $ 15.00 .

If not exercised, the warrants will expire on December 8, 2028.

The warrants were accounted for as a component of Additional Paid-in Capital and a debt warrant discount.

The discount was amortized over the term of the related debt.

On September 11, 2025, in connection with the issuance of the Series B Preferred Stock, the Company issued warrants to the Stellex Holder to purchase:

• 982,371 shares of the Company’s common stock at an initial exercise price of $ 23.00 per share (Tranche A), and

• 470,889 shares of the Company’s common stock at an initial exercise price of $ 50.00 per share (Tranche B).

The warrants are classified as equity and were initially recorded in Additional Paid-In Capital at their estimated fair value of $ 20.9 million as of the issuance date with no subsequent remeasurement.

The warrants are exercisable at any time during the ten-year period following issuance.

The exercise price and the number of shares of our common stock issuable on exercise of the warrants are subject to certain antidilution adjustments, including for stock dividends, stock splits, reclassifications, non-cash distributions, cash dividends, certain equity issuances and business combination transactions.

The warrants can be exercised by rendering cash or by means of a cashless option as set forth in the agreement.

Accumulated Other Comprehensive Income (loss)

A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands):

A summary of changes in accumulated other comprehensive loss included within shareholders’ equity (deficit) is as follows (in thousands):

Twelve Months Ended

15 unchanged sentences

Total $ 7,600 $ ( 264 ) $ 7,336 $ ( 7,306 ) $ 109 $ ( 7,197 )

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EMPLOYEE BENEFIT PLANS

2 unchanged sentences

Salary Deferral Plan (the “Plan”), contributions are made to the Plan by qualified employees at their election and our matching contributions to the Plan are made at specified rates.

Our contribution for the plan year ended December 31, 2024 and 2023 was approximately $ 6.0 million and $ 7.2 million, respectively.

Our contribution for the plan years ended December 31, 2025 and 2024 was approximately $ 7.4 million and $ 6.0 million, respectively.

Defined benefit plans.

15 unchanged sentences

Mortality and retirement rates are based on actual and anticipated plan experience.

In accordance with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods.

In accordance with U.S.

GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods.

While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense.

14 unchanged sentences

1 Not applicable due to plan curtailment.

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The weighted-average assumptions used to determine net periodic benefit cost (credit) for the years ended December 31, 2025 and 2024 are as follows:

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Actual gain (loss) on plan assets 3,367 ( 2,132 )

Employer contributions — 3,729

Benefits paid ( 3,934 ) ( 4,689 )

8 unchanged sentences

Plan was $ 54.4 million and $ 51.2 million as of December 31, 2025 and 2024, respectively.

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As of December 31, 2025, expected future benefit payments are as follows for the years ended December 31, (in thousands):

43 unchanged sentences

• maintain a broad diversification across asset classes;

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• maintain careful control of the risk level within each asset class.

34 unchanged sentences

Other than those assets that have quoted prices from an active market, investments are generally classified in Level 2 or Level 3 of the fair value hierarchy based on the lowest level input that is significant to the fair value measure in its entirety.

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REDEEMABLE PREFERRED STOCK

On September 11, 2025, the Company entered into the Purchase Agreement with the “Stellex Holder” which provided for, among other things, the issuance of 75,000 shares of preferred stock, $ 100.00 par value per share, of the Company designated as Series B Preferred Stock (the “Series B Preferred Stock”), for aggregate gross proceeds of $ 75.0 million.

In connection with the transaction, the Company also issued the Stellex Holder 1,453,260 warrants (see Note 14 - Shareholders’ Equity for additional detail).

Classification and fair value allocation .

The Series B Preferred Stock is classified as temporary equity in the mezzanine section of the consolidated balance sheets, as it is potentially redeemable for cash if requested by the holder beginning December 31, 2030, and under certain other events outside the Company’s control.

The proceeds from the Series B Transactions were allocated based on relative fair value of the warrants and the Series B Preferred Stock:

$ 20.9 million was allocated to warrants and $ 54.1 million was allocated to the Series B Preferred Stock.

Total issuance costs of $ 7.8 million were allocated to the Series B Preferred Stock and warrants based on their relative fair values.

Of the total, $ 5.6 million was allocated to the Series B Preferred Stock and recorded as a reduction to the initial carrying value with the remaining $ 2.2 million allocated to the warrants and recorded as a reduction to Additional Paid-In Capital.

Delayed Draw Rights .

Pursuant to the Purchase Agreement, the Company has the option, from time to time prior to September 11, 2027, to draw up to $ 30.0 million in aggregate additional proceeds through the issuance of up to 30,000 shares of Series B Preferred Stock (the “Delayed Draw Preferred Shares”).

Each “Series B Delayed Draw” must be for a minimum of $ 5.0 million, and is subject to certain conditions, including pro forma compliance with a First Lien Net Leverage Ratio of 6.50 to 1.00, as defined in the Company’s First Lien Term Loan Agreement.

The Stellex Holder is not obligated to fund more than one Series B Delayed Draw per calendar quarter.

If the Company exercises its option to issue all of the Delayed Draw Preferred Shares available to be issued under the Purchase Agreement, an aggregate of 581,304 warrants will be issued in connection with such draw.

Any additional Tranche A warrants will have an initial exercise price equal to the lesser of $ 30.00 or 110 % of the 30-day volume weighted average price of the Company’s common stock, subject to adjustment.

Any additional Tranche B warrants will have an initial exercise price of $ 50.00 per share, subject to adjustment.

The Stellex Holder is not required to participate in more than one draw per calendar quarter.

Pursuant to the Purchase Agreement, the proceeds from the Series B Delayed Draw may be used only for the following purposes:

(i) to finance permitted acquisitions and certain growth initiatives (including the costs of expansion into new markets), (ii) to repay loans outstanding under the Company’s First Lien Term Loan Agreement, and (iii) for up to 20 % of such net proceeds, to finance the Company’s transformation plan as mutually agreed between the Company and Stellex.

Undrawn amounts under the Series B Delayed Draw commitment are subject to a 1.0 % per annum undrawn commitment fee, payable quarterly in-kind, by adding the fee amount to the Stated Value of the Series B Preferred Stock.

These fees are subject to quarterly compounding and are included in the accreted value of the Series B Preferred Stock.

Terms of the Series B Preferred Stock .

The Series B Preferred Stock does not have a maturity date and ranks senior to the Company’s common stock with respect to both dividends and liquidation preferences.

Dividends on the Series B Preferred Stock accrue at an annual rate of 10.5 % and are payable quarterly.

At the sole discretion of the Company, these dividends may be paid either in cash or in-kind (“PIK”).

When paid in-kind, dividends are compounded quarterly and added to the Stated Value of the shares.

The term “Stated Value” refers to the Initial Stated Value of $ 1,000 per share, which is increased by any accrued (including compounded) PIK dividends and undrawn commitment fees.

The Series B Preferred Stock is redeemable at the Company’s option, from time to time, at the then-applicable Redemption Price (as defined herein) (x) commencing after March 11, 2029, in whole or in part, or (y) after certain change of control transactions or other corporate events, in whole but not in part.

Additionally, holders of the Series B Preferred have the right to request the Company to redeem all (but not part) of their shares on or after December 31, 2030, at the then-applicable Redemption Price.

Upon redemption, the Company is required to pay the greater of two amounts:

either 140 % of the Initial Stated Value (applicable only during the first 42 months after issuance and net of any cash returns made), or the Stated Value plus all accrued but uncompounded dividends and undrawn commitment fees.

Accretion Accounting.

Since the Series B Preferred Stock is redeemable at the request of the holder beginning December 31, 2030, the Company is accreting the carrying value of the Series B Preferred Stock to its expected redemption value on that date using the effective interest method, specifically Method 2 under ASC 480-10-S99-3A.

The redemption value encompasses all compounded PIK dividends and undrawn commitment fees, as well as any accrued but uncompounded returns as of the redemption date.

The initial carrying value of the Series B Preferred Stock was $ 49.0 million, net of allocated issuance costs.

The estimated redemption value as of December 31, 2030, assuming all dividends are PIK, is approximately

$ 132.0 million, which includes approximately $ 57.0 million of PIK dividends and commitment fees.

The difference between the initial carrying value and the estimated redemption value is being accreted over the estimated 5.31-year period leading up to the earliest redemption date.

The accretion premium is treated as a deemed dividend and is recognized through adjustments to Additional Paid-In Capital.

The following table represents the change in carrying value of the redeemable preferred stock during the period ended December 31, 2025 (in thousands):

Balance at December 31, 2024

Additions 48,500

Accrued paid-in-kind dividend 2,462

Accrued paid-in-kind commitment fees 93

Accretion to redemption value 896

Balance at December 31, 2025

COMMITMENTS AND CONTINGENCIES

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Such amounts are treated as non-cash operating activities.

This accrued liability was reduced from a prior amount based on an updated assessment of the lawsuit now under Kansas jurisdiction.

The Most litigation is covered by our general liability and excess insurance policies which are occurrence based and subject to an aggregate $ 3.0 million self-insured retention and deductible.

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Notice of repayment of pandemic related government subsidies - In response to the widespread COVID-19 health pandemics, certain of our entities based in foreign jurisdictions received governmental funding assistance to compensate for a portion of employee wages between March 2020 and March 2022.

Following ongoing compliance reviews of these funding assistance programs, we received notices stating noncompliance with the requirements of these funding assistance programs.

Accordingly, based on the assessments completed by the government appointed administrative authority, we previously had accrued $ 5.5 million as of December 31, 2023, to be repaid over an extended period related to this noncompliance.

However, during the quarter ended December 31, 2024, we successfully appealed $ 3.8 million of the assessment, which resulted in the reduction of the accrued liability from $ 5.5 million to $ 1.7 million as of December 31, 2024.

Following ongoing compliance reviews of these funding assistance programs, we received notices stating noncompliance with these programs requirements.

Accordingly, based on the assessments completed by the government appointed administrative authority and favorable appeals, a net amount of $ 1.7 million was accrued as of December 31, 2024, to be repaid over an extended period related to this noncompliance.

During the year ended December 31, 2025, we successfully contested an additional $ 1.1 million of the assessment, which resulted in the reduction of the accrued liability from $ 1.7 million to $ 0.6 million as of December 31, 2025.

Accordingly, for all matters discussed within this Note 17 - Commitments and Contingencies , we have accrued in the aggregate approximately $ 10.6 million as of December 31, 2025, of which approximately $ 0.6 million is not covered by our various insurance policies.

In addition to legal matters discussed above, we are subject to various lawsuits, claims and proceedings encountered in the normal conduct of business (“Other Proceedings”).

We believe that based on our current knowledge and after consultation

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with legal counsel that the Other Proceedings, individually or in the aggregate, will not have a material effect on our consolidated financial statements.

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We believe that based on our current knowledge and after consultation with legal counsel that the Other Proceedings, individually or in the aggregate, will not have a material effect on our consolidated financial statements.

SEGMENT AND GEOGRAPHIC DISCLOSURES

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1 Represent operating expenses excluding indirect depreciation and amortization, and severance cost.

2 Represent segment selling, general and administrative expenses excluding depreciation and amortization, noncash share based compensation, professional, legal and other non-recurring costs.

Reconciliation of segment adjusted EBITDA to consolidated loss before income taxes:

2 Represent segment selling, general and administrative expenses excluding depreciation and amortization, non-cash share-based compensation, professional, legal and other non-recurring costs.

Reconciliation of segment adjusted EBITDA to consolidated loss before income taxes (in thousands):

Twelve Months Ended

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Corporate and shared support cost ( 56,208 ) ( 54,163 )

Consolidated operating income/(loss)

10,136 ( 13,276 )

Consolidated operating income 14,071 10,136

Interest expense ( 44,676 ) ( 47,808 )

2 unchanged sentences

Loss before income taxes $ ( 46,630 ) $ ( 34,990 )

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Twelve Months Ended

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Canada 76,811 5,262

Other foreign countries 147,670 15,292

Other countries 138,970 22,060

Total $ 896,483 $ 198,326

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Canada 66,940 5,221

Other foreign countries 153,982 15,066

Other countries 147,670 15,293

Total $ 852,272 $ 203,485

2 unchanged sentences

2 Excludes financial instruments and deferred tax assets.

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RELATED PARTY TRANSACTIONS

In connection with our debt transactions, we engaged in transactions with Corre and APSC to provide and/or repay funding as described in Note 11 - Debt .

In connection with our debt transactions, we engaged in transactions with Corre and affiliates and APSC to provide and/or repay funding as described in Note 11 - Debt .

In connection with the issuance of Series B Preferred Stock on September 11, 2025, the Company entered into a Purchase Agreement with the Stellex Holder, see Note 16 - Redeemable Preferred Stock for further details.

On the same date, the Stellex Holder acquired $ 10.0 million of the Company’s outstanding loan under the Second A&R Second Lien Term Loan Agreement.

The terms of the loan remain unchanged following the acquisition.

In September 2025, $ 15.0 million of the Company’s outstanding loan under the Second A&R Second Lien Term Loan Agreement was acquired by JFL Credit Opportunities Fund II, L.P.

and affiliates, in which one of the Company’s independent directors is an equity partner.

The terms of the loan remain unchanged.

SUBSEQUENT EVENTS

As of March 19, 2025, the filing date of this Annual Report on Form 10-K, we evaluated the existence of events occurring subsequent to the end of fiscal year 2024 and determined that there were no events or transactions that would have a material impact on our results of operations or financial position except as described below:

Refinancing Transactions

On March 12, 2025, we entered into the following refinancing transactions (collectively, the “Refinancing Transactions”):

First Lien Term Loan Agreement

On March 12, 2025, we, as borrower, along with the guarantors party thereto, the lenders party thereto and HPS Investment Partners, LLC, as Agent, entered into a First Lien Term Loan Credit Agreement (the “First Lien Term Loan Agreement”).

Available funding commitments to us include a $ 225.0 million senior secured first lien term loan (the “First Lien Term Loan”) consisting of a $ 175.0 million initial term loan tranche (the “Initial First Lien Term Loans”) and a $ 50.0 million delayed draw term loan tranche (the “First Lien Delayed Draw Term Loans”), which is available to be drawn upon subject to satisfying certain conditions, including pro forma compliance with a First Lien Net Leverage Ratio (as defined in the First Lien Term Loan Agreement) of 3.75 to 1.00 and Liquidity (as defined in the First Lien Term Loan Agreement) of not less than $ 40.0 million.

All outstanding amounts in respect of the First Lien Term Loan under the First Lien Term Loan Agreement mature and become due and payable on March 12, 2030.

The proceeds of the Initial First Lien Term Loans under the First Lien Term Loan Agreement were used to redeem and repay certain term loans outstanding under the 2022 ABL Credit Agreement and the A&R Term Loan Agreement.

The proceeds of the First Lien Delayed Draw Term Loans will be used to solely repay the obligations under the Second A&R Second Lien Term Loan Agreement (as defined below).

The First Lien Term Loan Agreement contains certain conditions to borrowings, events of default and affirmative, negative and financial covenants, that require that the Company not exceed a maximum First Lien Net Leverage Ratio (as defined in the First Lien Term Loan Agreement), tested as of the end of each fiscal quarter, of 5.50 to 1.00 Further, the First Lien Term Loan Agreement includes certain events of default, the occurrence of which may require that we pay an additional 2.0 % interest on the outstanding loans and other obligations under the First Lien Term Loan Agreement.

Second A&R Second Lien Term Loan Credit Agreement

On March 12, 2025, we as borrower, along with the guarantors party thereto, the lenders party thereto and Cantor Fitzgerald Securities, as Agent, entered into a Second Amended and Restated Second Lien Term Loan Credit Agreement (the “Second A&R Second Lien Term Loan Agreement”), which amended and restated the A&R Term Loan Credit Agreement.

Available funding commitments to us under the Second A&R Second Lien Term Loan Agreement, subject to certain conditions, include a $ 107.4 million second lien term loan, provided by Corre and certain of its affiliates, consisting of a $ 97.4 million term loan tranche (the “2025 Second Lien Term Loans”) and a $ 10.0 million delayed draw term loan tranche (the “Second Lien Delayed Draw Term Loans”).

All outstanding amounts in respect of the Second A&R Second Lien Term Loan Agreement mature and become due and payable on June 10, 2030.

The proceeds of the 2025 Second Lien Term Loans were used on March 12, 2025, along with a portion of the proceeds of the First Lien Term Loan, to pay off the Existing Loans (as defined in the Second A&R Second Lien Term Loan Agreement) (including certain interest paid in kind and accrued fees and expenses thereon) outstanding under the A&R Term Loan Agreement.

The proceeds of the Second Lien Delayed Draw Term Loans shall be used by the Company for general working capital and liquidity purposes.

The Second A&R Second Lien Term Loan Agreement contains certain conditions to borrowings, events of default and affirmative, negative and financial covenants, that require that the Company not exceed a maximum First Lien Net Leverage Ratio (as defined in the Second A&R Second Lien Term Loan Agreement), tested as of the end of each fiscal quarter, of 6.00 to 1.00.

Further, the Second A&R Second Lien Term Loan Agreement includes certain events of default, the occurrence of which may require that we pay an additional 2.0 % interest on the outstanding loans and other obligations under the Second A&R Second Lien Term Loan Agreement.

2022 ABL Credit Facility

On March 12, 2025, we along with the guarantors party thereto, the lenders party thereto and the ABL Agent, entered into Amendment No.6 (“ABL Amendment No.6”) to the 2022 ABL Credit Agreement.

ABL Amendment No.6 amended the 2022 ABL Credit Agreement to, among other things, (i) permit the entry of the Company into the First Lien Term Loan Agreement, the borrowing of the First Lien Term Loans thereunder, (ii) to make conforming changes to the 2022 ABL Credit Agreement,

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consistent with the terms of the First Lien Term Loan Agreement and the changes being made to the Second A&R Second Lien Term Loan Agreement, and (iii) to reflect the payoff of the term loan tranches previously outstanding under the 2022 ABL Credit Agreement prior to March 12, 2025.

Compliance with NYSE listing standards

On March 14, 2025, the Company received notice from the NYSE that the Company had regained compliance with the NYSE continued listing standards.

Specifically, the Company resolved its prior non-compliance with the quantitative listing standards described in Section 802.01B of the NYSE Listed Company Manual.

As of March 12, 2026, the filing date of this Annual Report on Form 10-K, we evaluated the existence of events occurring subsequent to the end of fiscal year 2025 and determined that there were no events or transactions that would have a material impact on our results of operations or financial position.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements concerning accounting and financial disclosures with our independent accountants during any of the periods presented.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data