Teamshares Inc 10-Q

Item 1. Financial Statements Teamshares Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ( dollars in thousands, except share amounts ) June 30, 2026 December 31, 2025 Assets Current Assets Cash and Cash Equivalents $ 113,396 $ 40,246 Restricted Cash 11,813 13,426 Accounts Receivable, Net 24,421 21,354 Inventories 57,323 46,405 Prepaid Expenses 3,027 2,870 Other Current Assets 1,038 3,052 Total Current Assets 211,018 127,352 Long-Term Assets Restricted Cash 422 425 Property, Plant, and Equipment, Net 30,583 30,043 Operating Lease Right of Use Assets, Net 96,554 93,586 Goodwill, Net 246,781 244,743 Internally Developed Software, Net 5,464 6,769 Trade Names, Net 12,506 11,598 Other Assets 12,338 13,676 Total Long-Term Assets 404,648 400,840 Total Assets $ 615,667 $ 528,193 Liabilities and Stockholders’ Equity Current Liabilities Accounts Payable $ 30,789 $ 22,586 Accrued Expenses 12,369 10,562 Deferred Revenue 13,200 10,051 Contingent Consideration 2,686 3,151 Short-Term Debt and Current Portion of Long-Term Debt 207,193 200,147 Current Portion of Operating Lease Obligations 8,952 8,524 Other Current Liabilities 13,687 9,893 Total Current Liabilities 288,876 264,913 Long-Term Liabilities Warrant Liability — 2,922 Contingent Consideration 6,313 6,044 Long-Term Debt, Net 70,742 91,399 Long-Term Operating Lease Obligations 89,203 88,144 Earnout Share and Deferred Founder Share Liabilities (Note 11) 37,118 — Forward Purchase Agreement Liability (Note 11) 10,390 — Other Long-Term Liabilities 5,817 8,687 Total Long-Term Liabilities 219,583 197,196 Total Liabilities 508,459 462,109 Redeemable Noncontrolling Interests 1,890 2,451 Stockholders’ Equity Common Stock, $ 0.0001 par value, 450,000,000 shares authorized, 71,985,735 issued and outstanding as of June 30, 2026; 97,899,711 shares authorized, 49,180,937 shares issued and outstanding as of December 31, 2025 7 5 Additional Paid-In Capital 385,873 327,839 Accumulated Deficit ( 275,484 ) ( 261,775 ) Accumulated Other Comprehensive Loss ( 1,875 ) ( 128 ) Total Stockholders’ Equity 108,521 65,941 Noncontrolling Interests ( 3,204 ) ( 2,308 ) Total Equity 105,318 63,633 Total Liabilities and Stockholders’ Equity $ 615,667 $ 528,193 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 5 Table of Contents Teamshares Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollars in thousands, except per share amounts) For the Three Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Revenue: Products $ 112,545 $ 85,249 $ 202,086 $ 156,172 Services 36,116 38,325 67,613 69,946 Total Revenue 148,660 123,574 269,699 226,118 Cost of Revenue: Products 67,143 52,173 122,453 96,827 Services 20,099 22,326 37,885 41,314 Total Cost of Revenue 87,242 74,498 160,338 138,142 Gross Profit 61,418 49,076 109,362 87,976 Operating Expenses Depreciation 1,107 822 1,930 1,659 Amortization 1,719 1,469 3,423 2,882 Selling, General, and Administrative Expenses 55,263 47,326 108,277 93,115 Goodwill Impairment — 3,845 — 6,826 Loss on Disposition of Assets 334 415 131 850 Total Operating Expenses 58,422 53,877 113,761 105,332 Income (Loss) from Operations 2,996 ( 4,801 ) ( 4,399 ) ( 17,356 ) Non-Operating Expenses (Income) Interest Expense, Net 10,167 7,785 25,531 15,089 Change in Fair Value of Earnout Share and Deferred Founder Share Liabilities (Note 11) ( 24,884 ) — ( 24,884 ) — Change in Fair Value of Forward Purchase Agreement Liability (Note 11) 5,003 — 5,003 — Loss on the Conversion of SAFE Notes (Note 11) 2,175 — 2,175 — Change in Fair Value of Warrant Liability ( 380 ) ( 109 ) ( 421 ) ( 434 ) Change in Fair Value of Contingent Consideration 889 437 886 260 Other Non-Operating Expense (Income), Net ( 103 ) ( 169 ) ( 399 ) 1,682 Total Non-Operating Expenses (Income), Net ( 7,131 ) 7,944 7,892 16,598 Income (Loss) Before Income Taxes 10,127 ( 12,745 ) ( 12,291 ) ( 33,953 ) Income Tax Expense 601 109 960 290 Net Income (Loss) 9,526 ( 12,854 ) ( 13,251 ) ( 34,243 ) Net Income (Loss) Attributable to Noncontrolling Interests 358 ( 16 ) 458 ( 76 ) Net Income (Loss) Attributable to Teamshares Inc. $ 9,168 $ ( 12,838 ) $ ( 13,709 ) $ ( 34,167 ) Net Income (Loss) Attributable to Common Stockholders $ 9,129 $ ( 12,838 ) $ ( 13,645 ) $ ( 34,102 ) Basic Earnings (Loss) Per Share Attributable to Common Stockholders $ 0.17 $ ( 0.26 ) $ ( 0.27 ) $ ( 0.69 ) Diluted Earnings (Loss) Per Share Attributable to Common Stockholders $ 0.16 $ ( 0.26 ) $ ( 0.27 ) $ ( 0.69 ) See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 6 Table of Contents Teamshares Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) ( Dollars in thousands ) For the Three Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net Income (Loss) $ 9,526 $ ( 12,854 ) $ ( 13,251 ) $ ( 34,243 ) Other Comprehensive Income (Loss), net of tax: Foreign Currency Translation ( 577 ) ( 29 ) ( 1,747 ) ( 50 ) Other Comprehensive Income (Loss) ( 577 ) ( 29 ) ( 1,747 ) ( 50 ) Comprehensive Income (Loss) Including Noncontrolling Interests 8,949 ( 12,883 ) ( 14,998 ) ( 34,294 ) Comprehensive Income (Loss) Attributable to Noncontrolling Interests 358 ( 16 ) 458 ( 76 ) Comprehensive Income (Loss) Attributable to Teamshares Inc. $ 8,591 $ ( 12,867 ) $ ( 15,456 ) $ ( 34,218 ) See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 7 Table of Contents Teamshares Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) For the Three and Six Months ended June 30, 2026 and 2025 ( In thousands except shares and par value ) Redeemable Noncontrolling Interest Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity Noncontrolling Interests Total Equity Amount Shares Par Value Shares Par Value Balance, December 31, 2024 $ 4,194 7,740,549 $ 77 1,162,180 $ 12 $ 324,199 $ ( 195,856 ) $ ( 159 ) $ 128,183 $ ( 476 ) $ 127,708 Retroactive application of the recapitalization — ( 7,740,549 ) ( 77 ) 47,827,361 4,887 ( 5 ) — — — — — Adjusted Balance - January 1, 2025 4,194 — — 48,989,541 4,899 324,194 ( 195,856 ) ( 159 ) 128,183 ( 476 ) 127,708 Exercise of Common Stock Options for Cash — — — 81 — 1 — — 1 — 1 Issuance of Series E-1 Convertible Preferred Stock, Net (converted to Company Common Stock at the Closing) — — — 99,680 100 1,000 — — 1,000 — 1,000 Stock-Based Compensation — — — — — 611 — — 611 375 986 Dividends to Noncontrolling Interests ( 18 ) — — — — — — — — ( 224 ) ( 224 ) Noncontrolling Interest Repurchases and Adjustments ( 65 ) — — — — — — — — ( 409 ) ( 409 ) Net Income (Loss) 121 — — — — — ( 21,330 ) — ( 21,330 ) ( 181 ) ( 21,511 ) Other Comprehensive Loss — — — — — — — ( 21 ) ( 21 ) — ( 21 ) Balances, March 31, 2025 4,232 — — 49,089,302 4,999 325,806 ( 217,186 ) ( 180 ) 108,444 ( 914 ) 107,530 Exercise of Common Stock Options for Cash — — — 59 — — — — — — — Issuance of Series E-1 Convertible Preferred Stock, Net (converted to Company Common Stock at the Closing) — — — 35,309 4 350 — — 350 — 350 Stock-Based Compensation — — — — — 573 — — 573 391 964 Dividends to Noncontrolling Interests ( 29 ) — — — — — — — — ( 349 ) ( 349 ) Noncontrolling Interest Repurchases and Adjustments ( 624 ) — — — — — — — — ( 289 ) ( 289 ) Net Income (Loss) 14 — — — — — ( 12,838 ) — ( 12,838 ) ( 30 ) ( 12,868 ) Other Comprehensive Loss — — — — — — — ( 29 ) ( 29 ) — ( 29 ) Balances, June 30, 2025 $ 3,593 — $ — 49,124,670 $ 5,002 $ 326,729 $ ( 230,024 ) $ ( 210 ) $ 96,501 $ ( 1,191 ) $ 95,310 8 Table of Contents Redeemable Noncontrolling Interest Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity Noncontrolling Interests Total Equity Amount Shares Par Value Shares Par Value Balance, December 31, 2025 $ 2,451 7,758,235 $ 78 1,174,429 $ 12 $ 327,843 $ ( 261,775 ) $ ( 128 ) $ 65,941 $ ( 2,308 ) $ 63,633 Retroactive application of the recapitalization — ( 7,758,235 ) ( 78 ) 48,006,508 4,907 ( 5 ) — — — — — Adjusted balances, January 1, 2026 2,451 — — 49,180,937 4,919 327,839 ( 261,775 ) ( 128 ) 65,941 ( 2,308 ) 63,633 Stock-Based Compensation — — — — — 627 — — 627 310 936 Dividends to Noncontrolling Interests ( 11 ) — — — — — — — — ( 412 ) ( 412 ) Noncontrolling Interest Repurchases and Adjustments ( 682 ) — — — — 164 — — 164 ( 207 ) ( 43 ) Net (Loss) Income 4 — — — — — ( 22,877 ) — ( 22,877 ) 96 ( 22,781 ) Other Comprehensive Loss — — — — — — — ( 1,170 ) ( 1,170 ) — ( 1,170 ) Balances, March 31, 2026 1,762 — — 49,180,937 4,919 328,629 ( 284,652 ) ( 1,298 ) 42,684 ( 2,521 ) 40,163 Merger and PIPE Financing, net (Note 3) — — — 18,311,605 1,831 112,871 — — 112,873 — 112,873 Conversion of Live Oak Class B Common Stock (Note 3) — — — 3,450,000 345 — — — — — — Conversion of SAFE Notes and Issuance of Sponsor Incentive Shares to SAFE Investors (Note 3) — — — 751,343 75 8,505 — — 8,505 — 8,505 Issuance of Sponsor Incentive Shares to NRA Investors (Note 3) — — — 37,136 4 — — — — — — Conversion of Legacy Teamshares Series B Warrants to Legacy Teamshares Common Stock (Note 3) — — — 220,943 22 2,501 — — 2,501 — 2,501 Initial Value of Earnout Shares and Deferred Founder Shares (Note 11) — — — — — ( 62,001 ) — — ( 62,001 ) — ( 62,001 ) Initial Value of the Forward Purchase Agreement Liability (Note 11) — — — — — ( 5,386 ) — — ( 5,386 ) — ( 5,386 ) Stock-Based Compensation — — — — — 745 — — 745 334 1,079 Exercise of Common Stock Options for Cash — — — 33,771 3 10 — — 10 — 10 Dividends to Noncontrolling Interests ( 15 ) — — — — — — — — ( 425 ) ( 425 ) Noncontrolling Interest Repurchases and Adjustments — — — — — — — — — ( 808 ) ( 808 ) Net (Loss) Income 143 — — — — — 9,168 — 9,168 215 9,383 Other Comprehensive Loss — — — — — — — ( 577 ) ( 577 ) — ( 577 ) Balances, June 30, 2026 $ 1,890 — $ — 71,985,735 $ 7,199 $ 385,873 $ ( 275,484 ) $ ( 1,875 ) $ 108,521 $ ( 3,204 ) $ 105,318 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 9 Table of Contents Teamshares Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) For the Six Months Ended June 30, 2026 June 30, 2025 Cash Flows From Operating Activities Net Loss $ ( 13,251 ) $ ( 34,243 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation and Amortization 6,269 5,704 Non-Cash Stock-Based Compensation Expense 2,016 1,950 Non-Cash Interest Expense 9,304 1,105 Goodwill Impairment — 6,826 Loss on Disposition of Assets 131 850 Loss on the Conversion of SAFE Notes 2,175 $ — Change in Fair Value of Earnout Shares and Deferred Founder Shares ( 24,884 ) $ — Change in Fair Value of Forward Purchase Agreement Liability 5,003 $ — Change in Fair Value of Warrant Liability ( 421 ) $ ( 434 ) Change in Fair Value of Contingent Consideration, Net of Payments 408 $ ( 501 ) Change in Fair Value of the Former Owner Loan 600 $ — Changes in Operating Assets and Liabilities, Net of Acquisitions: Inventory ( 1,457 ) $ ( 3,360 ) Accounts Receivable ( 2,858 ) ( 1,649 ) Other Assets 1,986 ( 780 ) Accounts Payable 5,589 ( 2,453 ) Other Liabilities 4,320 ( 579 ) Net Cash Used in Operating Activities ( 5,068 ) ( 27,563 ) Cash Flows From Investing Activities Capital Expenditures ( 2,960 ) ( 1,779 ) Business Acquisitions, Net of Cash Received ( 4,488 ) ( 10,399 ) Additions to Internally Developed Software ( 709 ) ( 1,481 ) Net Cash Used in Investing Activities ( 8,157 ) ( 13,659 ) Cash Flows From Financing Activities Borrowings Under Credit Facilities 3,000 3,188 Repayments Under Credit Facilities ( 33,850 ) — Borrowings Under Other Debt Instruments 5,089 16,286 Repayments of Other Debt Instruments ( 5,371 ) ( 3,435 ) Issuance of SAFE Notes 3,330 — Proceeds from Issuance of Preferred Stock, Net (converted to Company Common Stock at the Closing) — 1,350 Forward Purchase Agreement Prepayment (Note 11) ( 42,240 ) — Proceeds from SPAC Merger, Net (Note 3) 159,487 — Payment of Transaction Costs Directly Attributable to the SPAC Merger (Note 3) ( 1,116 ) — Exercise of Common Stock for Cash 10 — Dividends to Noncontrolling Interests ( 862 ) ( 620 ) Acquisitions of Noncontrolling Interests ( 1,532 ) ( 1,540 ) Payments of Debt Issuance Costs ( 214 ) — Contingent Consideration Payments ( 794 ) ( 144 ) Net Cash Provided by Financing Activities 84,937 15,085 10 Table of Contents Effect of Exchange Rate Changes on Cash and Cash Equivalents ( 178 ) — Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 71,534 ( 26,137 ) Cash, Cash Equivalents and Restricted Cash at Beginning of Period 54,097 75,509 Cash, Cash Equivalents and Restricted Cash at End of Period 125,631 49,371 Supplemental Disclosures of Cash Flow Information: Interest Paid $ 17,266 $ 14,214 Income Taxes Paid $ 819 $ 570 Supplemental Non-Cash Activity: Debt Assumed to Acquire Operating Subsidiaries (Note 5) $ 11,000 $ 25,550 Conversion of Legacy Teamshares Series B Warrants into Legacy Teamshares Common Stock (Note 3) $ 2,501 $ — Conversion of SAFE Notes into Company Common Stock and Issuance of Incentive Founder Shares to SAFE Investors (Note 3) $ 8,505 $ — See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 11 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 NOTE 1 — Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Teamshares Inc. and its subsidiaries (“Teamshares” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with Article 10 of Regulation S-X. In the opinion of management, the condensed consolidated financial statements include all of the adjustments necessary for a fair statement in conformity with U.S. GAAP. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. On June 18, 2026, Live Oak consummated a business combination with Legacy Teamshares, as further described under “Merger and Reverse Recapitalization” below. Unless otherwise noted or the context otherwise requires, references to the “Company,” “Teamshares,” “we,” “us,” or “our” refer to the business of Legacy Teamshares and its subsidiaries prior to the consummation of the business combination and, after the consummation of the business combination, to Teamshares Inc. and its subsidiaries. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and entities for which the Company has a controlling financial interest. Intercompany transactions and balances have been eliminated in consolidation. Unless otherwise noted, amounts are reported in thousands within this Quarterly Report, and therefore, certain columns and rows within tables in this report may not sum due to rounding. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus . There have been no material changes to the Company’s significant accounting policies, as disclosed in Note 2 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus, except as described in Notes 3, 11, and 13 . As of June 30, 2026, Teamshares had 93 active Operating Subsidiaries (as defined in Note 1 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus), 90 of which are located in the United States and 3 of which are located outside of the United States. Going Concern These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three and six months ended June 30, 2026 and the year ended December 31, 2025, the Company has incurred negative cash flows from operations due to corporate overhead and interest expense exceeding cash flows from Operating Subsidiaries. Based on current conditions that assume no additional acquisitions, refinancing of indebtedness, or other actions to improve liquidity or reduce expenditures, additional losses are expected for the next 12 months after the financial statements are available to be issued. Furthermore, the Company has debt of $ 187.8 million that will mature within the next 12 months after the financial statements are available to be issued, and the Company’s existing liquidity and forecasted cash flows are not sufficient to repay this debt. As a result, substantial doubt exists about the Company’s ability to continue as a going concern. Management’s plans to alleviate these conditions include, but are not limited to, the refinancing certain of its indebtedness, including the i80 Facility (see Note 10 ) that matures in December 2026. Teamshares continues to evaluate debt refinancing alternatives and expects to pursue a solution that strengthens its balance sheet and supports its long-term growth strategy. 12 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 The Company has received several non-binding term sheets from lenders to refinance a significant portion of its existing indebtedness. The non-binding term sheets remain subject to definitive documentation and customary closing conditions, and there can be no assurance that any of these alternatives will be consummated on the contemplated terms or at all. A dditionally, t he Company may seek to raise additional capital through public or private issuances of equity or equity-linked securities. Any future equity issuances would be subject to market conditions, the availability and cost of capital and other relevant considerations. Although management is pursuing these plans, there can be no assurance they will be successfully implemented or that they will be able to mitigate the substantial doubt regarding its ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, such as adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Merger and Reverse Recapitalization On November 14, 2025, the Company entered into an agreement and plan of merger (as amended, the “Merger Agreement”) with Live Oak, Live Oak Sponsor V LLC, Catalyst Sub Inc. (“Merger Sub”), and Catalyst Sub 2 LLC (“Merger Sub II”). Live Oak was a publicly traded special purpose acquisition company (“SPAC”). On June 18, 2026 (the “Closing Date”), as contemplated by the Merger Agreement, Live Oak, Merger Sub, Merger Sub II, and Legacy Teamshares consummated the transactions contemplated by the Merger Agreement and its related agreements (the “Closing”), culminating in (i) Live Oak de-registering from the Register of Companies in the Cayman Islands and transferring by way of continuation out of the Cayman Islands and into the State of Delaware so as to become a Delaware corporation (the “Domestication”), (ii) Merger Sub merging with and into Legacy Teamshares, with Legacy Teamshares continuing as the surviving corporation (the “Surviving Corporation”) as a wholly-owned subsidiary of Live Oak, and (iii) immediately thereafter, the Surviving Corporation merging with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and as a wholly-owned subsidiary of Live Oak (collectively the “SPAC Merger”). On the Closing Date, Live Oak filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which Live Oak was domesticated and continues as a Delaware corporation, and effective upon the Closing, changing its name to “Teamshares Inc.” (the “Company”). Pursuant to the Merger Agreement, the aggregate merger consideration paid to the holders of securities of Legacy Teamshares was $ 525.0 million, paid in newly issued shares of the combined company (“Company Common Stock”) and options to purchase shares of the Company, valued at $ 10.00 per share. Upon the Closing, all of the issued and outstanding Legacy Teamshares Common Stock and Legacy Teamshares Preferred Stock were automatically cancelled and ceased to exist in exchange for the rights of each holder to receive its pro rata share of merger consideration. Beginning on June 23, 2026, the Company Common Stock and warrants trade on Nasdaq under the ticker symbols “TMS” and “TMSWW”, respectively. See Note 3 for disclosure of the transactions that occurred in anticipation of the SPAC Merger and upon the Closing. Accounting for the SPAC Merger The SPAC Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Live Oak was treated as the “acquired” company and Legacy Teamshares was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the SPAC Merger is being treated as the equivalent of Legacy Teamshares issuing stock for the net assets of Live Oak, accompanied by a recapitalization. The net assets of Live Oak will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the SPAC Merger will be presented as those of Legacy Teamshares. Emerging Growth Company Status 13 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. NOTE 2 — New Accounting Pronouncements New Accounting Pronouncement Not Adopted as of December 31, 2025: In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ ASU”) 2023-09, Improvements to Income Tax Disclosures , which intends to provide investors with enhanced information about an entity’s income taxes by requiring disclosure of items such as disaggregation of the effective tax rate reconciliation as well as information regarding income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2025, and will result in additional disclosures beginning with the Company’s 2026 annual reporting. NOTE 3 — Reverse Recapitalization In anticipation of the SPAC Merger, the following transactions occurred prior to the Closing: 1. On November 14, 2025, Live Oak entered into subscription agreements with certain investors (the “Initial PIPE Investors”) pursuant to which the Initial PIPE Investors agreed to purchase 13,749,994 Live Oak common shares for aggregate proceeds of approximately $ 126.5 million, in a transaction to be consummated concurrently with the Closing; 2. The Sponsor designated 1,150,000 Live Oak Class B Ordinary Shares as incentive founder shares (“Incentive Founder Shares”) that were eligible to be used to incentivize commitments from investors. Based on the terms of the Merger Agreement, 50 % of unutilized Incentive Founder Shares were forfeited upon the Closing, and 50 % of unutilized Incentive Founder Shares are converted to Deferred Founder Shares (as defined below). Utilized Incentive Founder Shares were converted to Company Common Stock upon the Closing; 3. During the period between December 2025 and May 2026 Legacy Teamshares entered into Simple Agreements for Future Equity (“SAFE Notes”) for aggregate proceeds of approximately $ 6.3 million. Refer to Note 11. 4. Live Oak entered into non-redemption agreements (the “Non-Redemption Agreements”), dated as of June 5, 2026, with unaffiliated third-party stockholders of Live Oak (the “NRA Investors”). Pursuant to the Non-Redemption Agreements, the NRA Investors agreed not to redeem an aggregate of 276,646 common shares of Live Oak. In exchange for the NRA Investors’ commitment to not redeem these shares, Live Oak agreed to transfer to the NRA Investors, contemporaneously with the Closing, an aggregate of 37,136 Incentive Founder Shares; 5. On June 1, 2026, Live Oak entered into an agreement (the “Forward Purchase Agreement”) with a fund sub-advised by JBA Asset Management LLC (the “FPA Investor”) for an over-the-counter equity prepaid forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the FPA Investor purchased 4,000,000 shares of Live Oak common stock (the “FPA Shares”) on the open market prior to the Closing. The 4,000,000 shares were not redeemed pursuant to the terms of the Forward Purchase Agreement, and were subsequently converted into Company Common Stock upon the Closing. Upon consummation of the SPAC Merger, a portion 14 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 of the funds remaining in the trust account established by Live Oak at the time of Live Oak’s initial public offering (the “Live Oak Trust Account”) were used to make a $ 42.2 million payment (the “Prepayment Amount”) to the FPA Investor. The substance of the Prepayment Amount is akin to a subscription receivable for Company Common Stock, and therefore the payment of the Prepayment Amount has been presented as a reduction of Additional Paid-In Capital. Refer to Note 11. As a result of the SPAC Merger, and upon the Closing, pursuant to the terms of the Merger Agreement: 1. All of the issued and outstanding Legacy Teamshares Common Stock were automatically cancelled and ceased to exist, in exchange for the rights of each holder to receive shares of Company Common Stock at an exchange ratio of approximately 4.510 (the “Exchange Ratio”); 2. All 3,450,000 shares of Live Oak Class B shares were converted into Live Oak Class B common stock pursuant to the Domestication and subsequently converted into Company Common Stock at a one -to-one ratio; 3. All of the issued and outstanding shares of Legacy Teamshares Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-AA Preferred Stock, Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-2 Preferred Stock, and holders of 1,538,481 shares of Legacy Teamshares Series C-1 Preferred Stock were automatically cancelled and ceased to exist, in exchange for the rights of each holder to receive shares of Legacy Teamshares Common Stock at a one -to-one ratio. The Legacy Teamshares Common Stock was subsequently converted to Company Common Stock at the Exchange Ratio; 4. All of the holders of Legacy Teamshares Series D-1 Preferred Stock, Series D-2 Preferred Stock, Series D-NV Preferred Stock, Series E-1 Preferred Stock, Series E-NV Preferred Stock and holders of 371,357 shares of Legacy Teamshares Series C-1 Preferred Stock made liquidation preference elections to convert their Legacy Teamshares Preferred Stock into a number of shares of Legacy Teamshares Common Stock determined based on the original issue price of the holder’s Legacy Teamshares Preferred Shares. Based on the liquidation preference elections, an aggregate of 5,171,149 additional shares of Legacy Teamshares Common Stock, representing a liquidation preference of $ 233.2 million, were issued to liquidation preference electing holders (“Liquidation Preference Electing Holders”). The Legacy Teamshares Common Stock was subsequently converted to Company Common Stock at the Exchange Ratio. Liquidation Preference Electing Holders agreed to forfeit participation in any Earnout Shares; 5. All outstanding options to purchase equity securities of Legacy Teamshares, whether vested or unvested, were assumed by the Company and replaced with options to purchase Company Common Stock (“Assumed Options”), subject to equitable adjustments to the exercise prices and number of shares for which such Assumed Options are exercisable. See Note 13; 6. All SAFE Notes issued by Legacy Teamshares were automatically converted into 688,043 shares of Company Common Stock. See Note 11. An additional 63,300 Incentive Founder Shares were delivered to holders of SAFE Notes upon the Closing; 7. Holders of 77,258 Series B Warrants issued by Legacy Teamshares exercised their option to convert their Series B Warrants into 48,990 shares of Legacy Teamshares Common Stock. See Note 11. The Legacy Teamshares Common Stock was subsequently converted to Company Common Stock at the Exchange Ratio; 8. All Series C, Series D, and Series E Warrants issued by Legacy Teamshares were terminated and did not receive any consideration in connection with the SPAC Merger because these warrants were out-of-the-money at the Closing. See Note 11; 9. Certain former Legacy Teamshares security holders have the contingent right to receive up to 6,000,000 additional shares of Company Common Stock (“Earnout Shares”) during a five-year earnout period (the “Earnout Period”) in three equal tranches vesting upon the volume weighted average price (“VWAP”) of Company Common Stock equaling or exceeding $ 12.00 , $ 15.00 and $ 20.00 , respectively, for 20 of any 30 consecutive trading days commencing at least 150 days after the Closing Date (or upon a qualifying change of control at an implied price at or above $ 12.00 ) (“Earnout Share Triggering Event(s)”). See Note 11. 15 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 Employees of the Company that are entitled to receive Earnout Shares must remain continuously employed from the Closing Date through immediately before an Earnout Share Triggering Event. Due to the continuous employment requirements, Earnout Shares reserved for employees of the Company are classified as equity and recognized in accordance with ASC 718 - Compensation-Stock Compensation . See Note 13. Earnout Shares assigned to Legacy Teamshares stockholders that are not employees of the Company are classified as liabilities. See Note 11. 10. The Sponsor was issued 1,674,781 additional shares of Company Common Stock (“Deferred Founder Shares”) that are subject to vesting and forfeiture during a five-year period (the “Founder Share Earnout Period”). The Deferred Founder Shares will vest and cease to be subject to forfeiture upon the VWAP of Company Common Stock equaling or exceeding $ 12.00 and $ 15.00 , respectively, for 20 of any 30 consecutive trading days commencing at least 150 days after the Closing Date (or upon a qualifying change of control at an implied price at or above $ 12.00 ). Despite the Deferred Founder Shares being issued upon the Closing, the Deferred Founder Shares are economically similar to an earnout arrangement due to the forfeiture provision, and are therefore classified as liabilities. See Note 11. 11. Live Oak’s 11,500,000 public warrants and 4,500,000 private warrants (collectively, the “Assumed Warrants”) that were outstanding immediately prior to the Closing became warrants of the Company. Each Assumed Warrant entitles the holder to purchase one share of Company Common Stock at an exercise price of $ 11.50 per share. The terms of the public warrants and the private warrants are identical, except that the private warrants will not be transferable, assignable or saleable until 30 days after the Closing, except, among other limited exceptions, to Live Oak’s officers and directors and other persons or entities affiliated with the Sponsor. After the expiration of the aforementioned post-Closing transfer restrictions, the terms of the public warrants and the private warrants are identical. The Assumed Warrants are exercisable 30 days after the completion of the SPAC Merger and expire five years thereafter (the “Exercise Period”). The Company may redeem all outstanding Assumed Warrants at $ 0.01 per warrant if the sales price of Company Common Stock for any 20 trading days within a 30 trading-day measurement period equals or exceeds $ 18.00 per share during the Exercise Period. The Company can elect to require cashless exercise if the Assumed Warrants are exercised pursuant to a redemption notice whereby the holder will receive a number of Company Common Stock equal to: (i) the number of Company Common Stock underlying the Warrants, multiplied by the excess of fair market value of the Company Common Stock over the exercise price, divided by (ii) fair market value of the Company Common Stock. Fair market value is determined based on the average reported closing price of the Company Common Stock during the 10 -trading-day period ending on the three trading days before the receipt of an exercise notice. The Assumed Warrants contain anti-dilution protections that may adjust either the exercise price or the number of shares issuable upon the exercise of each Assumed Warrant if certain events occur. The Company may reduce the exercise price before the expiration date in its sole discretion. The Assumed Warrants meet all of the requirements for equity classification under ASC 815 and therefore were classified as equity. The following table summarizes the net proceeds from the merger (dollars in thousands) : Sources Amount Cash - Live Oak Trust Account $ 48,149 Cash - Live Oak operating account 741 Total cash from Live Oak 48,890 Cash - PIPE 126,500 Live Oak transaction and advisory costs paid from the Live Oak Trust Account ( 15,903 ) Net cash proceeds from the SPAC Merger $ 159,487 16 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 Uses Amount Repayment of the HBC Credit Facility $ ( 33,850 ) Payment of the Prepayment Amount to the FPA Investor ( 42,240 ) Total cash used immediately after the SPAC Merger ( 76,090 ) Net cash to Teamshares $ 83,397 The following table summarizes the impact of the SPAC Merger on the Company Common Stock (dollars in thousands except shares and par values ) : Common Stock Additional Paid -in Capital Number of Shares Amount Balance as of March 31, 2026 1,174,429 $ 12 $ 328,629 Exercise of stock options prior to the SPAC Merger 7,488 — $ 10 Conversion of Legacy Teamshares Preferred Stock into Legacy Teamshares Common Stock, adjusted for liquidation preferences 9,730,177 97 $ ( 4 ) Conversion of Legacy Teamshares Series B Warrants to Legacy Teamshares Common Stock 48,990 — $ 2,501 Balance immediately prior to the SPAC Merger 10,961,084 110 Exchange Ratio 4.510 x Company Common Stock Issued to Legacy Teamshares Stockholders 49,435,651 4,944 $ ( 1 ) Merger and PIPE Financing, net (1) (2) 18,311,605 1,831 112,871 Conversion of Live Oak Class B Common Stock 3,450,000 345 — Conversion of SAFE Notes and Issuance of Sponsor Incentive Shares to SAFE Investors 751,343 75 8,505 Issuance of Sponsor Incentive Shares to NRA Investors 37,136 4 $ — Balance immediately after the SPAC Merger (3) 71,985,735 $ 7,199 $ 452,511 (1) Includes 4,000,000 FPA Shares held by the FPA Investor that were converted to Company Common Stock at the Closing. (2) The balance recorded in Additional Paid-in Capital is net of $ 4.7 million of costs incurred by the Company that were directly attributable to the SPAC Merger. Directly attributable transaction costs consisted primarily of legal and accounting costs that were direct and incremental to the SPAC Merger. $ 1.1 million of directly attributable transaction costs were paid during the three months ended June 30, 2026, and $ 3.6 million directly attributable transaction costs were included in Accounts Payable as of June 30, 2026. (3) Refer to the Condensed Consolidated Statements of Stockholders’ Equity for complete list of transactions that impacted Additional Paid-In Capital during the three months ended June 30, 2026 . NOTE 4 — Revenue The Operating Subsidiaries operate in a variety of industries and generate revenue from the sale of a diverse mix of product and service offerings. Operating Subsidiaries are not concentrated in a specific industry or geographical region. The Company disaggregates its revenue between sales of products and sales of services in the Condensed Consolidated Statements of Operations. There are no material extended payment terms extended to Operating Subsidiary customers. At times, the Company has a right to payment from previous performance that is conditional on something other than the passage of time, such as billings that are contingent on work completed by others, and certain unbilled receivables, which are recognized as Contract Assets. Contract Assets were $ 2.3 million and $ 1.8 million as of June 30, 2026 and 17 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 December 31, 2025 , respectively, and are included in Accounts Receivable, Net on the Condensed Consolidated Balance Sheets. Contract liabilities consist of payments received from customers in advance of the Company providing the product or performing services such that control has not passed to the customer. Contract liabilities were $ 13.2 million and $ 10.1 million as of June 30, 2026 and December 31, 2025 , respectively, and are included in Deferred Revenue on the Condensed Consolidated Balance Sheets. During the six mon ths ended June 30, 2026 , the Company recognized $ 7.6 million of revenue that was included in deferred revenue as of December 31, 2025 . NOTE 5 — Business Combinations During the six months ended June 30, 2026, the Company completed two business combinations. The business combinations were individually insignificant acquisitions of Operating Subsidiaries in the United States. The Company accounts for business combinations using the acquisition method, and accordingly, the consideration paid for each business combination has been allocated based upon the fair value of the assets acquired and liabilities assumed in the business combination. The following table summarizes the estimated acquisition date fair values of the aggregate assets acquired and liabilities assumed for the six months ended June 30, 2026: June 30, 2026 Consideration: Cash $ 6,386 Seller Notes at fair value 9,689 Contingent consideration 372 Total consideration transferred 16,447 Fair value of assets acquired and liabilities assumed: Cash and cash equivalents 2,319 Accounts receivable 210 Inventory 7,323 Prepaid expenses & other assets 2 Trade names 806 Property, plant, and equipment 1,136 Right of use assets 4,206 Accounts payable & accrued liabilities ( 755 ) Lease liabilities ( 1,906 ) Total identifiable assets acquired, net 13,340 Goodwill $ 3,107 Seller Notes are a form of noncash consideration paid to the sellers of certain businesses, and are therefore disclosed as non-cash investing activities in the Condensed Consolidated Statements of Cash Flows. See Note 10. The principal balance of the Seller Notes included in the table above was $ 11.0 million. The Company determined that the assets acquired in one of the business combinations that was completed during the six months ended June 30, 2026 included two real estate leases with annual rents that were favorable relative to market terms as of the acquisition date. The acquired leases are classified as operating leases, and the Company initially measured the lease liabilities based on the present value of the remaining lease payments, as if the acquired leases were new leases of the Company at the acquisition date. The Company measured the ROU assets as the amount of the lease liabilities adjusted to reflect the favorable terms of the leases when compared with market terms. The Company estimates the fair value of the 18 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 favorable lease terms as of the acquisition date using an income approach based on the present value of the difference between market rent and contractual rent over the remaining lease term, discounted at the Company’s incremental borrowing rate as of the acquisition date. The adjustment for off-market terms increased the ROU assets acquired by $ 2.3 million as of the acquisition date. The amortization of the favorable lease component of the ROU assets will be recognized within Selling, General, and Administrative Expenses in the Condensed Consolidated Statements of Operations on a straight-line basis over the 15 year remaining lease term. The Company initially acquired 100 % of the voting equity interests of the Operating Subsidiaries acquired during the six months ended June 30, 2026. The Company owns preferred stock in each acquired Operating Subsidiary, and the preferred stock owned by the Company has a liquidation preference over common stockholders of each Operating Subsidiary in case of a liquidation event. The liquidation preference is equal to the price per share on the acquisition date adjusted for any additional contributions, stock splits, stock dividends, or similar transactions. The Company also controls the board of directors of each acquired Operating Subsidiary. Certain historical acquisitions prior to 2023 were acquired for 90 % in cash and the issuance of preferred stock to the former owners equal to 10 % of all the issued and outstanding stock of the Operating Subsidiaries, calculated on a fully diluted and as-converted basis (the “Rollover Shares”), as of the acquisition date. Rollover Shares are classified as Redeemable Noncontrolling Interests outside of permanent equity in the Company’s Condensed Consolidated Balance Sheets. During the six months ended June 30, 2026, the Company paid $ 0.5 million to repurchase Rollover Shares held by the former owners of certain Operating Subsidiaries. In comparison, during the six months ended June 30, 2025, the Company paid $ 0.7 million to repurchase Rollover Shares held by the former owners of certain Operating Subsidiaries. Rollover Share repurchases are included in Acquisitions of Noncontrolling Interests in the Condensed Consolidated Statements of Cash Flows. The business combinations completed during the six months ended June 30, 2026 were funded by cash on hand and the issuance of debt. See Note 10. The business combinations completed during the six months ended June 30, 2026 resulted in goodwill totaling $ 3.1 million. All of the goodwill that was acquired during the six months ended June 30, 2026 was assigned to the SME reportable segment. All of the goodwill generated from the business combination during the six months ended June 30, 2026 is deductible for tax purposes. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed may be subject to change during the measurement period up to one year following the acquisition date. During the three and six months ended June 30, 2026, the Company recorded measurement period adjustments to Operating Subsidiaries acquired during the year ended December 31, 2025 that increased Goodwill, Net by $ 0.7 million. See Note 9. The Company recognized $ 3.2 million of Revenue and $ 0.4 million of Net Income Attributable to Teamshares Inc. in the Condensed Consolidated Statements of Operations during the three months ended June 30, 2026, and $ 3.9 million of Revenue and $ 0.4 million of Net Income Attributable to Teamshares Inc. during the six months ended June 30, 2026 related to the two Operating Subsidiaries acquired during the six months ended June 30, 2026. For disclosures of the business combinations completed during the year ended December 31, 2025, refer to Note 4 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus. The following table summarizes the unaudited pro forma condensed financial information of the 19 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 Company as if the business combination during the three and six months ended June 30, 2026, and all business combinations during the year ended December 31, 2025, had occurred on January 1, 2025 (dollars in thousands) : Unaudited For the Three Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Total Revenue $ 149,258 $ 148,970 $ 273,133 $ 271,260 Income (Loss) from Operations (1) 3,328 666 ( 3,754 ) ( 10,118 ) Net Income (Loss) (2) 9,810 ( 8,430 ) ( 12,671 ) ( 29,205 ) (1) Pro forma adjustments increased Depreciation by $ 0.1 million during the six months ended June 30, 2026 compared to the Condensed Consolidated Statement of Operations. Pro forma adjustments increased Depreciation by $ 0.2 million and $ 0.4 million, respectively, and Amortization by $ 0.3 million and $ 0.5 million, respectively, during the three and six months ended June 30, 2025 compared to the Condensed Consolidated Statement of Operations. (2) Pro forma adjustments increased Interest Expense, Net by $ 0.1 million during the six months ended June 30, 2026 compared to the Condensed Consolidated Statement of Operations. Pro forma adjustments increased Interest Expense, Net by $ 1.1 million and $ 2.2 million, respectively, during the three and six months ended June 30, 2025 compared to the Condensed Consolidated Statement of Operations. Pro forma adjustments for the six months ended June 30, 2025 included the addition of approximately $ 0.8 million of acquisition-related transaction costs reclassified from the periods in which such costs were incurred to the six months ended June 30, 2025, as if the acquisitions had occurred on January 1, 2025. Pro forma adjustments did not impact Income Tax Expense during the three and six months ended June 30, 2026 or 2025. Contingent Consideration Agreements The Company has contingent consideration liabilities related to earnout agreements in certain of its business combinations. The terms of the contingent consideration agreements vary but typically consist of a payout equal to a future percentage of a financial metric (typically revenue or a specified profitability metric) for a determined period of time (usually 1 - 6 years subsequent to the acquisition date). The Company estimates the future consideration payable related to the contingent consideration agreements and includes it as a current or long-term contingent consideration liability in the Condensed Consolidated Balance Sheets. Changes to the fair value of contingent consideration are recognized in Non-Operating Expense (Income) in the Condensed Consolidated Statements of Operations. As of June 30, 2026 and December 31, 2025, respectively, the fair value of contingent consideration liabilities was $ 9.0 million and $ 9.2 million. As of June 30, 2026 and December 31, 2025, respectively, $ 2.7 million and $ 3.2 million is considered a current liability expected to be paid out within the next year, and $ 6.3 million and $ 6.0 million is considered a long-term liability expected to be paid out more than a year from the reporting date. The Company recognized losses of $ 0.9 million and $ 0.9 million related to the changes in fair value of contingent consideration agreements during the three and six months ended June 30, 2026, respectively. The Company recognized losses of $ 0.4 million and $ 0.3 million related to the changes in fair value of contingent consideration agreements during the three and six months ended June 30, 2025, respectively. As of June 30, 2026, the Company had 31 Operating Subsidiaries with contingent consideration liabilities, which all contain a cap on the maximum amount payable. As of June 30, 2026, the maximum amount of contingent consideration payable in the future totaled $ 34.6 million. During the six months ended June 30, 2026 and 2025, respectively, the Company made payments related to the contingent consideration agreements of $ 1.3 million and $ 1.0 million. Contingent consideration payments were not made soon after the applicable acquisition date and therefore are recognized as financing activities in the Condensed Consolidated Statements of Cash Flows, up to the estimated fair value of the obligation as of the acquisition date. Payments in excess of the original acquisition date fair value are recognized as operating activities in the Condensed Consolidated Statements of Cash Flows. The Company recognized $ 0.5 million and $ 0.8 million of payments related to contingent consideration agreements as operating activities, and $ 0.8 million and $ 0.2 million of payments related to contingent consideration 20 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 agreements as financing activities in the Condensed Consolidated Statements of Cash Flows during the six months ended June 30, 2026 and 2025, respectively. NOTE 6 — Restricted Cash As part of the terms of certain of the Company’s debt agreements, the Company is required to maintain certain deposit accounts. These deposits are classified as restricted cash. As of June 30, 2026, the Company had $ 10.0 million of restricted cash related to debt agreements, including $ 6.8 million in debt service reserve accounts pledged as collateral (“Collateral Accounts”), and $ 3.1 million in collection accounts to be used to pay current fees, costs, and interest related to the debt (“Collection Accounts”). Any cash held in Collection Accounts in excess of debt servicing costs is available for distribution to Teamshares. As of December 31, 2025, the Company had $ 11.7 million of restricted cash related to debt agreements, including $ 6.8 million in Collateral Accounts, and $ 4.9 million in Collection Accounts. Restricted cash related to debt agreements is included within Long-Term Assets in the Condensed Consolidated Balance Sheets, unless the associated debt obligation matures within the next twelve months, in which case the restricted cash balance is included within Current Assets in the Consolidated Balance Sheets. As part of the terms of the Company’s self-insurance program, the Company is required to maintain separate deposit accounts. Distributions from these accounts require regulatory approval, and therefore the deposits are classified as restricted cash. As of June 30, 2026 and December 31, 2025, the Company had $ 2.3 million and $ 2.1 million, respectively, classified as restricted cash related to self-insurance programs. These deposits are included in Current Assets in the Condensed Consolidated Balance Sheets. NOTE 7 — Inventories Inventories consisted of the following (dollars in thousands) : June 30, 2026 December 31, 2025 Raw materials $ 1,634 $ 1,439 Work in process 1,106 886 Finished goods 54,583 44,079 Total inventories $ 57,323 $ 46,405 NOTE 8 — Property, Plant, and Equipment, Net Property, plant, and equipment, net consisted of the following (dollars in thousands) : June 30, 2026 December 31, 2025 Vehicles $ 9,215 $ 9,003 Computers and equipment 13,223 11,697 Furniture and fixtures 4,254 4,228 Third-party software 2,478 2,077 Leasehold improvements 10,085 10,148 Buildings 3,411 3,196 Land 3,437 3,484 Other fixed assets 1,006 905 Total property, plant, and equipment, gross 47,109 44,737 Less: Accumulated depreciation ( 16,526 ) ( 14,694 ) Total property, plant, and equipment, net $ 30,583 $ 30,043 21 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 Depreciation expense related to property, plant and equipment wa s $ 1.6 million and $ 2.6 million fo r the three and six months ended June 30, 2026, respectively, and $ 1.3 million and $ 2.6 million for the three and six months ended June 30, 2025 , respectively. This includes $ 0.5 million and $ 0.7 million of depreciation expense recognized in Cost of Revenue during the three and six months ended June 30, 2026, respectively, and $ 0.5 million and $ 0.9 million during the three and six months ended June 30, 2025 , respectively. NOTE 9 — Goodwill and Intangible Assets Goodwill Goodwill arising from acquisitions primarily relates to the reputation the Operating Subsidiaries have established within local communities, strength of their customer bases, and assembled workforces that will remain after the business combination is completed. The following table presents the changes in the carrying amount of the Company’s Goodwill. All Goodwill is reported within the SME segment (dollars in thousands) : Balance at January 1, 2026 $ 244,743 Goodwill as a result of acquisitions 3,107 Purchase accounting adjustments 722 Currency translation ( 1,791 ) Balance at June 30, 2026 $ 246,781 During the three and six months ended June 30, 2026 , the Company did not recognize any Goodwill Impairment. Intangible Assets Intangible assets primarily consist of trade names, customer related intangible assets, and internally developed software. The internally developed software relates to proprietary software platforms utilized by Operating Subsidiaries and corporate. The Company does not have any definitive plans to sell or license these platforms to third parties in the near future. Internally developed software is amortized on a straigh t-line basis over 3 years. For the three and six months ended June 30, 2026, respectively, the Company recognized $ 1.1 million and $ 2.2 million of amortization expense relating to internally developed software. For the three and six months ended June 30, 2025 , respectively, the Company recognized $ 0.9 million and $ 1.9 million of amortization expense relating to internally developed software. Acquired trade names represent a target’s portfolio of marketing intangible assets. The Company values trade name intangible assets using a benchmarking method. Acquired trade names are amortized over a 10 -year useful life using the straight-line amortization method. For the three and six months ended June 30, 2026 , respectively, the Company recognized $ 0.4 million and $ 1.0 million of amortization expense relating to trade names. For the three and six months ended June 30, 2025 , respectively, the Company recognized $ 0.5 million and $ 1.0 million of amortization expense relating to trade names . There were no definite-lived intangible asset impairment charges recognized during the three and six months ended June 30, 2026. The amortization expense recognized during the three and six months ended June 30, 2025, respectively, includes $ 0.2 million and $ 0.3 million of definite-lived intangible asset impairment charges. Customer related intangible assets consist of contractual and non-contractual customer relationships. The Company estimates the fair values of acquired customer related intangible assets as of their acquisition dates using an income approach. Acquired customer related intangible assets are amortized over their estimated useful lives using the straight-line amortization method. For the three and six months ended June 30, 2026 , respectively, the Company recognized $ 0.2 million and $ 0.3 million of amortization expense related to customer related intangible assets. All of the customer related intangible assets that were acquired during the year ended December 31, 2025 were acquired near the end of the year. Therefore, the Company did not recognize any amortization expense related to customer-related intangible assets during the year ended December 31, 2025. Customer related intangible assets are included within Other Assets on the Condensed Consolidated Balance Sheets 22 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 Intangible assets consisted of the following (dollars in thousands) : June 30, 2026 Gross Carrying Amount Accumulated Amortization Net Asset Trade names $ 17,153 $ ( 4,646 ) $ 12,506 Internally developed software 16,662 ( 11,198 ) 5,464 Customer related intangibles 6,093 ( 329 ) 5,764 Total $ 39,907 $ ( 16,174 ) $ 23,734 December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Asset Trade names $ 15,453 $ ( 3,855 ) $ 11,598 Internally developed software 15,872 ( 9,102 ) 6,769 Customer related intangibles 6,080 — 6,080 Total $ 37,405 $ ( 12,957 ) $ 24,447 Estimated amortization expense for intangible assets as of June 30, 2026 is as follows (dollars in thousands) : Remainder of 2026 $ 3,068 2027 4,380 2028 3,457 2029 2,663 2030 2,295 2031 and thereafter 7,871 Total $ 23,734 23 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 NOTE 10 — Debt Debt of the Company consisted of the following (dollars in thousands) : June 30, 2026 December 31, 2025 i80 Facility $ 153,377 $ 153,377 Single Company Term Loans 56,137 61,510 HBC Credit Facility — 31,250 TDC Loans 16,184 15,375 Vehicle and equipment notes 6,228 4,838 Seller Notes 40,668 29,840 Other Debt 13,600 10,000 Less: Debt issuance costs ( 1,260 ) ( 2,842 ) Less: Discounts ( 7,000 ) ( 11,802 ) Total debt, net 277,934 291,546 Current maturities 208,314 206,982 Less: Debt issuance costs ( 987 ) ( 1,585 ) Less: Discounts ( 134 ) ( 5,250 ) Total Short-Term Debt and Current Portion of Long-Term Debt 207,193 200,147 Total Long-Term Debt, Net $ 70,742 $ 91,399 i80 Facility On May 4, 2021, Teamshares Continuity Holdings LLC, a wholly owned subsidiary of Teamshares, entered into a credit facility with i80 Group LLC, as the lender (the “i80 Facility”) and Westmount Group LLC, a wholly owned subsidiary of i80 Group LLC, as the administrative and collateral agent. The i80 Facility matures on December 5, 2026. As of June 30, 2026 and December 31, 2025, respectively, the weighted average interest rate on borrowings under the i80 Facility was 14.7 % and 15.2 %. The i80 Facility requires the Company to maintain a Collateral Account and a Collection Account. As of June 30, 2026 and December 31, 2025, respectively, the Collateral Account held balances of $ 6.4 million and $ 6.4 million, and the Collection Account held balances of $ 3.1 million and $ 4.8 million. HBC Credit Facility Upon the Closing, the Company utilized $ 33.9 million of the proceeds of the SPAC Merger to extinguish the HBC Credit Facility (as defined in Note 9 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus). The carrying value of the HBC Credit Facility was the same as the principal balance of the facility at the time of extinguishment, and therefore the extinguishment of the HBC Credit Facility did not impact the Condensed Consolidated Statements of Operations. As additional consideration for entering into the HBC Credit Facility, the Company agreed to pay the lender $ 1.0 million in cash, or an equivalent value of shares of Company Common Stock, following the closing of the SPAC Merger. The Company has the option to transfer cash or Company Common Stock, and management has not finalized its election to pay in cash or Company Common Stock. The Company is required to finalize its election and settle this obligation during August 2026. The $ 1.0 million liability is included in Other Current Liabilities on the Condensed Consolidated Balance Sheets. 24 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 Other Debt During 2025, the acquisition of one Operating Subsidiary was financed with a loan to the sellers of the business (the “Former Owner Bridge Loan”). The remaining principal balance of the Former Owner Bridge Loan was $ 10.0 million as of June 30, 2026. Prior to the issuance of this report, the Company repaid $ 8.0 million of the principal balance of the Former Owner Bridge Loan, as required by the agreement. See Note 17. The remaining principal balance matures on March 31, 2027. The Former Owner Bridge Loan is included in Short-Term Debt and Current Portion of Long-Term Debt on the Condensed Consolidated Balance Sheets. The loan bears interest at 12.5 % per annum, payable monthly in cash. During the three months ended June 30, 2026, a former owner and current employee of an Operating Subsidiary that was purchased by the Company during 2025 loaned $ 3.0 million to the Company (the “Former Owner Loan”). The proceeds of the Former Owner Loan were used to purchase an Operating Subsidiary during the three months ended June 30, 2026. The original maturity date of the Former Owner Loan was the earlier of i) 5 days following the completion of the SPAC Merger or ii) November 1, 2026. Following the completion of the SPAC Merger, the maturity date of the Former Owner Loan was extended to July 15, 2026. The minimum interest payable under the Former Owner Loan was $ 0.6 million. The Former Owner Loan also provided the lender the option to settle the loan in $ 4.8 million of Company Common Stock. This option was not exercised by the lender. The Company elected the fair value option to account for the Former Owner Loan. Under the fair value option, changes in the fair value of the Former Owner Loan are recognized in the Condensed Consolidated Statements of Operations. The fair value of the Former Owner Loan is classified as Level 3 in the fair value hierarchy due to the use of pricing inputs that are less observable in the marketplace combined with management judgment required for assumptions underlying the calculation of value. The Company estimated the fair value of the Former Owner Loan taking into account expected cash flow and timing of the repayment. The fair value of the Former Owner Loan was $ 3.6 million as of June 30, 2026. See Note 11. The Company recognized a loss of $ 0.6 million in Other Non-Operating Expense (Income), Net related to the change in fair value of the Former Owner Loan during the three months ended June 30, 2026. Prior to the issuance of this report, the Company repaid the Former Owner Loan in full. See Note 17. Future maturities of long-term debt as of June 30, 2026 are as follows (dollars in thousands) : Remainder of 2026 $ 188,042 2027 22,510 2028 10,959 2029 16,291 2030 41,204 2031 and thereafter 7,187 Total $ 286,194 The Company was in compliance with all debt covenants as of June 30, 2026. If the Company fails to comply with any covenants, payments, or other terms of its debt agreements, and such failure constitutes an event of default, the lender would have the right to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. NOTE 11 — Fair Value of Financial Instruments The following table presents assets and liabilities measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation as follows (dollars in thousands) : 25 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 June 30, 2026 Level 1 Level 2 Level 3 Total Liabilities: Former Owner Loan (Note 10) $ — $ — $ 3,600 $ 3,600 Contingent Consideration — — 8,999 8,999 Earnout Shares — — 27,251 27,251 Deferred Founder Shares — — 9,867 9,867 Forward Purchase Agreement Liability — — 10,390 10,390 Total liabilities $ — $ — $ 60,107 $ 60,107 December 31, 2025 Level 1 Level 2 Level 3 Total Liabilities: Contingent Consideration $ — $ — $ 9,195 $ 9,195 Warrant Liability — — 2,922 2,922 Total liabilities $ — $ — $ 12,117 $ 12,117 Earnout Shares and Deferred Founder Shares Certain former Legacy Teamshares security holders have the contingent right to receive up to 6,000,000 Earnout Shares during the Earnout Period and the Sponsor was issued 1,674,781 Deferred Founder Shares that are subject to vesting and forfeiture during the Founder Share Earnout Period as follows: Earnout Tier Share Price Target VWAP Condition Earnout Shares D eferred Founder Shares Tier I $ 12.00 VWAP ≥ $ 12.00 for 20 out of 30 consecutive trading days (commencing at least 150 days after Closing but prior to the end of the Earnout Period) 2,000,000 837,391 Tier II $ 15.00 VWAP ≥ $ 15.00 for 20 out of 30 consecutive trading days (commencing at least 150 days after Closing but prior to the end of the Earnout Period) 2,000,000 837,390 Tier III $ 20.00 VWAP ≥ $ 20.00 for 20 out of 30 consecutive trading days (commencing at least 150 days after Closing but prior to the end of the Earnout Period) 2,000,000 N/A Total 6,000,000 1,674,781 Upon the Closing, 5,170,903 Earnout Shares were reserved for non-employees of the Company, including holders of Legacy Teamshares Common Stock and Legacy Teamshares Preferred Stock that did not elect a liquidation preference. Earnout Shares reserved for non-employees, and Deferred Founder Shares are classified as liabilities, and the change in the fair value of these awards is recognized in the Condensed Consolidated Statements of Operations. See Note 13 for 26 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 disclosure of the 829,097 Earnout Shares that were reserved for employees of the Company that are subject to continuous employment requirements. The fair value of Earnout Shares and Deferred Founder Shares are classified as Level 3 in the fair value hierarchy due to the use of pricing inputs that are less observable in the marketplace combined with management judgment required for the assumptions underlying the calculation of value. The Company calculated the fair value of these liabilities using a Monte Carlo simulation model. The tables below summarize the fair value of the Earnout Shares and the Deferred Founder Shares: Earnout Tier Earnout Shares Deferred Founder Shares Fair Value Per Share as of the Closing Date Fair Value Per Share as of June 30, 2026 Tier I 2,000,000 837,391 $ 10.36 $ 6.40 Tier II 2,000,000 837,390 $ 9.11 $ 5.39 Tier III 2,000,000 N/A $ 7.04 $ 4.02 Total 6,000,000 1,674,781 The table below summarizes the inputs used to calculate the fair value of the Earnout Shares and the Deferred Founder Shares as of the Closing Date and as of June 30, 2026: Input Value as of the Closing Date Value as of June 30, 2026 Stock Price $ 11.32 $ 8.22 Expected Remaining Term (in years) 5 4.97 Expected Volatility 35.0 % 40.0 % Risk-Free Interest Rate 4.2 % 4.2 % The following table presents the change in the Earnout Shares liability for the six months ended June 30, 2026 (dollars in thousands) : Fair value as of the Closing Date $ 45,694 Change in fair value of Earnout Shares ( 18,443 ) Fair value as of June 30, 2026 $ 27,251 The following table presents the change in the Deferred Founder Shares liability for the six months ended June 30, 2026 (dollars in thousands) : Fair value as of the Closing Date $ 16,308 Change in fair value of Deferred Founder Shares ( 6,441 ) Fair value as of June 30, 2026 $ 9,867 Forward Purchase Agreement On June 1, 2026, in anticipation of the Closing, Live Oak entered into the Forward Purchase Agreement with the FPA Investor. Pursuant to the Forward Purchase Agreement, the Prepayment Amount owed to the FPA Investor upon the Closing was calculated as the product of (i) the 4,000,000 FPA Shares purchased on the open market by the FPA Investor and (ii) the per share redemption price of Live Oak common shares determined as of five business days prior to the closing (the “Initial Price”). The Initial Price was determined to be $ 10.56 , and therefore the Prepayment Amount paid to the FPA Investor was $ 42.2 million. 27 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 The Forward Purchase Agreement matures 24 months from the Closing, however, the FPA Investor may terminate the agreement at any time, in whole or in part, with respect to any number of FPA Shares that are subject to the Forward Purchase Agreement. Upon termination, the FPA Investor will deliver to the Company a portion of the Prepayment Amount equal to the product of (i) the number of terminated shares (“Terminated Shares”) multiplied by the Reset Price (as defined below) in effect at the time of termination. The Reset Price is initially equal to the Initial Price, but is subject to reduction (and not increase) at any point prior to the maturity of the Forward Purchase Agreement, at the Company’s discretion, to the lowest daily VWAP over the preceding 10 trading days. Additionally, the Reset Price will automatically adjust in the event the Company issues securities at effective prices lower than the then-current Reset Price, subject to certain exceptions. If the Forward Purchase Agreement is not fully terminated by the FPA Investor prior to the maturity date, then on the maturity date the FPA Investor shall deliver to the Company the FPA Shares, reduced by any Terminated Shares. The FPA Investor will retain a portion of the Prepayment Amount equal to the product of (i) the FPA Shares reduced by any Terminated Shares and (ii) the Initial Price. The substance of the Prepayment Amount is akin to a subscription receivable for Company Common Stock, and therefore the payment of the Prepayment Amount has been presented as a reduction of Additional Paid-In Capital. Additionally, the Company recognized a derivative liability (the “Forward Purchase Agreement Liability”) that represents the estimated fair value of the Company’s settlement obligations under the Forward Purchase Agreement. T he change in the fair value of the Forward Purchase Agreement Liability is recognized in the Condensed Consolidated Statements of Operations. The fair value of the Forward Purchase Agreement Liability is classified as Level 3 in the fair value hierarchy due to the use of pricing inputs that are less observable in the marketplace combined with management judgment required for the assumptions underlying the calculation of value. The Company determined the estimated fair value of the Forward Purchase Agreement Liability using the Black-Scholes option-pricing model. The table below summarizes the inputs used to calculate the fair value of the Forward Purchase Agreement Liability as of the Closing Date and as of June 30, 2026: Input Value as of the Closing Date Value as of June 30, 2026 Stock Price $ 11.32 $ 8.22 Expected Remaining term (in years) 2 1.97 Expected Volatility 35.0 % 35.0 % Risk-free interest rate 4.2 % 4.1 % The following table presents the change in the Forward Purchase Agreement liability for the six months ended June 30, 2026 (dollars in thousands) : Fair value as of the Closing Date $ 5,386 Change in fair value of Forward Purchase Agreement Liability 5,003 Fair value as of June 30, 2026 $ 10,390 Simple Agreements for Future Equity During the period between December 2025 and May 2026, Legacy Teamshares entered into SAFE Notes for aggregate proceeds of approximately $ 6.3 million. All SAFE Notes issued by Legacy Teamshares automatically converted into 688,043 shares of Company Common Stock on the Closing Date. An additional 63,300 Incentive Founder Shares were delivered to holders of SAFE Notes upon the Closing. The Company recognized a loss of $ 2.2 million in the Condensed 28 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 Consolidated Statements of Operations for the three months ended June 30, 2026 related to the conversion of SAFE Notes to Company Common Stock. Legacy Teamshares Warrants In connection with the SPAC Merger, holders of 77,258 Series B Warrants issued by Legacy Teamshares exercised their option to convert their Series B Warrants into 48,990 shares of Legacy Teamshares Common Stock. The Legacy Teamshares Common Stock was then converted to Company Common Stock at the Exchange Ratio. The Company recognized a $ 0.2 million loss in the Condensed Consolidated Statements of Operations for the three months ended June 30, 2026 related to the conversion of Series B Warrants to Legacy Teamshares Common Stock. All Series C, Series D, and Series E Warrants issued by Legacy Teamshares were terminated and did not receive any consideration in connection with the SPAC Merger because these warrants were out-of-the-money at the Closing. The Company recognized a $ 0.6 million gain in the Condensed Consolidated Statements of Operations for the three months ended June 30, 2026 related to the expiration of the Series C, Series D, and Series E Warrants. Contingent Consideration The Company has contingent consideration clauses embedded within certain purchase agreements for acquired Operating Subsidiaries. The consideration is contingent on certain future financial metrics being achieved for a certain period of time. The contingent consideration liabilities are recorded at fair value as Contingent Consideration in the Condensed Consolidated Balance Sheets with the changes in fair value recognized in earnings each reporting period. For additional detail regarding the contingent consideration agreements, see Note 5. The fair value of contingent consideration is classified as Level 3 in the fair value hierarchy due to the use of pricing inputs that are less observable in the marketplace combined with management judgment required for the assumptions underlying the calculation of value . The Company determined the estimated fair value of the contingent consideration using a Monte Carlo simulation model. The following table presents changes in contingent consideration liabilities for the three and six months ended June 30, 2026 (dollars in thousands) : Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 Balance of period $ 8,417 $ 9,195 Contingent consideration for 2026 business combinations 194 372 Change in fair value of earnout consideration 889 886 Foreign currency impact on earnout consideration ( 76 ) ( 183 ) Earnout payments made in period ( 424 ) ( 1,271 ) Balance at June 30, 2026 $ 8,999 $ 8,999 There were no transfers of financial instruments between the three levels of the fair value hierarchy during the three and six months ended June 30, 2026 . 29 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 NOTE 12 — Leases Operating leases were included on the Company’s Condensed Consolidated Balance Sheets as follows (dollars in thousands) : June 30, 2026 December 31, 2025 Operating Leases: Operating lease right of use assets, net $ 96,554 $ 93,586 Current portion of operating lease obligations $ 8,952 $ 8,524 Long-term operating lease obligations 89,203 88,144 Total lease liability $ 98,155 $ 96,668 The components of operating lease expense were as follows (dollars in thousands) : For the Three Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Operating lease cost $ 5,711 $ 4,136 $ 11,540 $ 8,348 Short-term lease costs 705 718 1,345 1,222 Variable lease expense 1,300 836 1,970 1,343 Total operating lease expense, net $ 7,717 $ 5,690 $ 14,855 $ 10,912 Supplemental cash flow information related to operating leases for the six months ended June 30, 2026 and 2025 was as follows (dollars in thousands) : June 30, 2026 June 30, 2025 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,496 $ 7,874 Right of use assets obtained in exchange for operating lease liabilities $ 2,932 $ 14,621 NOTE 13 — Stock Compensation During the three and six months ended June 30, 2026 and 2025, the Company recognized stock compensation expense as follows (dollars in thousands) : For the Three Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Teamshares Inc. awards $ 444 $ 573 $ 1,071 $ 1,184 Earnout Shares 301 — 301 — Operating Subsidiary Stock Plans 334 391 644 766 Total stock compensation expense $ 1,079 $ 964 $ 2,016 $ 1,950 Teamshares Inc. Awards Prior to the Closing Date, all of the outstanding awards issued under the Legacy Teamshares 2020 Equity Incentive Plan consisted of options to purchase Legacy Teamshares Common Stock (“Legacy Teamshares Options”). Upon the Closing, all of the Legacy Teamshares Options, whether vested or unvested, were assumed by the Company and converted into 30 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 Assumed Options. The Assumed Options were subject to equitable adjustments to the exercise prices and number of shares for which such Assumed Options are exercisable, as follows: 1. the number of shares underlying the Assumed Option equals the Legacy Teamshares Option shares multiplied by an exchange ratio of approximately 4.510 , rounded down to the nearest whole share; 2. the exercise price of the Assumed Options equals the Legacy Teamshares Option exercise price divided by an exchange ratio of approximately 4.510 , rounded up to the nearest cent. Immediately prior to the Closing there were 1,412,833 Legacy Teamshares Options outstanding with a weighted average exercise price of $ 20.16 . Immediately following the Closing there were 6,371,877 Assumed Options outstanding with a weighted average exercise price of $ 4.47 . Other than adjustments to the number of shares underlying the Legacy Teamshares Options and the exercise price of each Legacy Teamshares Option, the SPAC Merger did not impact the vesting conditions or any other terms of the Legacy Teamshares Options. The adjustments to Legacy Teamshares Options did not impact the fair value of the awards, and therefore no incremental stock compensation expense was recognized upon the Closing. The Company will continue to account for the Assumed Options in the same manner as the Legacy Teamshares Options. In connection with the completion of the SPAC Merger and the adoption of the 2026 Incentive Award Plan, no further awards will be granted under the Legacy Teamshares 2020 Equity Incentive Plan. Earnout Shares On the Closing Date, 829,097 Earnout Shares with an aggregate fair value of $ 7.3 million were reserved for employees of the Company that are subject to continuous employment requirements. Employees of the Company that are entitled to receive Earnout Shares must remain continuously employed from the Closing Date through immediately before an Earnout Share Triggering Event. Due to the continuous employment requirements, Earnout Shares reserved for employees of the Company are classified as equity and recognized in accordance with ASC 718 - Compensation-Stock Compensation. The Closing Date is the grant date for Earnout Shares reserved for employees. Each Earnout Share Triggering Event is considered a market condition, and the grant-date fair value of the Earnout Shares will be recognized as stock-based compensation expense over the period in which each market condition is expected to be satisfied. The requisite service period will not be adjusted for subsequent changes in the Company’s stock price unless the market condition is satisfied prior to the end of the estimated period, in which case any remaining grant-date fair value will be recognized immediately. Upon termination of employment, the individual’s Earnout Shares are forfeited and reallocated amongst the remaining holders of Earnout Shares, including both employees and non-employees. Upon forfeiture, any previously recognized stock compensation expense will be reversed during the period of forfeiture. The reallocation of Earnout Shares to remaining employees represents a new grant and the fair value of the reallocated Earnout Shares on the reallocation date will establish the grant-date fair value to be recognized as stock compensation expense over an updated estimated service period. Earnouts reallocated to non-employees are outside the scope of ASC 718, and no further stock compensation expense will be recognized. There were no forfeitures of Earnout Shares during the three months ended June 30, 2026. Operating Subsidiary Stock Plans The restricted stock awards issued to Employee Owners ( as defined in Note 1 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus) under the Operating Subsidiary Stock Plans ( as defined in Note 15 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus) were not impacted by the SPAC Merger. 2026 Incentive Award Plan On June 18, 2026, the Company’s board of directors ratified and approved the Teamshares Inc. 2026 Incentive Award Plan (the “2026 Incentive Plan”) under which the Company and its affiliates may grant cash and equity incentive awards to its eligible service providers in order to attract and retain key personnel. The initial share reserve under the 2026 Incentive Plan is 5,039,004 shares, which generally is equal to 7 % of the number of shares of Company Common Stock outstanding immediately following the Closing, with an annual increase on January 1 of each year from 2027 through 2036 equal to (i) 31 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 4 % of the aggregate number of shares of Company Common Stock outstanding on the final day of the immediately preceding calendar year, or (ii) such smaller number of shares as determined by the Company’s board of directors. Awards available under the 2026 Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based awards. As of June 30, 2026, no awards have been granted under the 2026 Incentive Plan. Employee Stock Purchase Plans On June 18, 2026, the Company’s board of directors ratified and approved the Teamshares Inc. 2026 Employee Stock Purchase Plan (the “2026 ESPP”). The 2026 ESPP became effective upon the Closing. The initial share reserve under the 2026 ESPP is 1,439,715 shares, with an annual increase on January 1 of each year from 2027 through 2036 equal to (i) 1 % of the aggregate number of shares of Company Common Stock outstanding on the final day of the immediately preceding calendar year, or (ii) such smaller number of shares as determined by the Company’s board of directors. Under the terms of the 2026 ESPP, the plan administrator may, from time to time, grant or provide for the grant of rights to purchase shares under the 2026 ESPP by eligible employees of the Company during one or more periods selected by the administrator. As of June 30, 2026, no such grants have occurred, and no shares have been purchased under the 2026 ESPP. NOTE 14 — Earnings (Loss) Per Share Basic Earnings (Loss) Per Share is computed by dividing Net Income (Loss) Attributable to Common Stockholders by the weighted average number of common shares outstanding during the period. Deferred Founder Shares are considered to be participating securities because they are contractually entitled to participate in dividends declared by the Company on a one for one basis. Therefore, the Company applies the two-class method in calculating its Earnings (Loss) per share for periods when the Company generates net income. Under the two-class method, earnings of the Company are allocated between common stockholders and participating securities based on the weighted-average number of shares of common stock and participating securities outstanding during the relevant period. Net losses are not allocated to Deferred Founder Shares, as they are not contractually obligated to share in the Company’s losses. Diluted Earnings (Loss) Per Share is computed by dividing Net Income (Loss) Attributable to Common Stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method, or the two-class method for participating securities, whichever is more dilutive. Potentially dilutive shares are comprised of Earnout Shares, Deferred Founder Shares, Assumed Warrants, and Assumed Options. For the six months ended June 30, 2026, and the three and six months ended June 30, 2025 , there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss and potentially dilutive shares being anti-dilutive. For the three months ended June 30, 2026 Earnout Shares and Deferred Founder Shares are excluded from the diluted earnings per share denominator because none of the share price targets have been achieved as of June 30, 2026 (see Note 11), and Assumed Warrants have been excluded from the diluted earnings per share denominator because the average price of Company Common Stock during the period in which the Assumed Warrants were outstanding was less than the Assumed Warrant’s exercise price, and therefore including the Assumed Warrants would be anti-dilutive. During the six months ended June 30, 2026 and 2025 , the Company repurchased certain Rollover Shares. The difference between the carrying value and the repurchase value on the repurchase date has been included as an adjustment to Income (Loss) Attributable to Common Stockholders. 32 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 A reconciliation of the numerator and denominator used in the calculation of basic and diluted Earnings (Loss) per share for the three and six months ended June 30, 2026 and 2025 is as follows (dollars in thousands, except per share data): For the Three Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Numerator: Net Income (Loss) Attributable to Teamshares Inc. $ 9,168 $ ( 12,838 ) $ ( 13,709 ) $ ( 34,167 ) Allocation to Participating Securities ( 39 ) — — — Rollover Share adjustments — — 64 65 Net Income (Loss) Attributable to Common Stockholders $ 9,129 $ ( 12,838 ) $ ( 13,645 ) $ ( 34,102 ) Denominator: Basic - Weighted Average Shares Outstanding 52,239,212 49,119,816 50,709,492 49,084,044 Effect of Dilutive Securities: Assumed Options 3,195,772 — — — Diluted - Weighted Average Common Shares Outstanding 55,434,983 49,119,816 50,709,492 49,084,044 Basic Earnings (Loss) Per Share Attributable to Common Stockholders $ 0.17 $ ( 0.26 ) $ ( 0.27 ) $ ( 0.69 ) Diluted Earnings (Loss) Per Share Attributable to Common Stockholders $ 0.16 $ ( 0.26 ) $ ( 0.27 ) $ ( 0.69 ) The following potentially dilutive securities were excluded from the calculation of Diluted Earnings (Loss) Per Share Attributable to Common Stockholders for the periods presented because the impact of including them would have been anti-dilutive or because the relevant share price targets had not been achieved as of the reporting date: For the Three Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Earnout Shares 6,000,000 — 6,000,000 — Deferred Founder Shares 1,674,781 — 1,674,781 — Assumed Warrants 16,000,000 — 16,000,000 — Assumed Options — 6,288,104 6,371,877 6,288,104 Total 23,674,781 6,288,104 30,046,658 6,288,104 Earnings (Loss) per share calculations and potentially dilutive security amounts for all periods prior to the Closing have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the SPAC Merger to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the Exchange Ratio. NOTE 15 — Segment Reporting and Geographic Information The Company has one reportable segment: small-to-medium-sized enterprises (“SME”). The SME reportable segment was previously referred to as “Small Business Acquisitions” in the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/ Prospectus. The chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. 33 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 SME includes all of the Operating Subsidiaries owned by the Company. The Company’s CODM regularly reviews Operating Subsidiary performance in the aggregate for the purpose of making operating decisions, allocating resources, and evaluating financial performance. The CODM also regularly reviews the performance of other products and services that the Company offers to Operating Subsidiaries. These products primarily consist of the Company’s self-funded health insurance and business insurance programs that certain Operating Subsidiaries utilize, and the Company’s portfolio of real estate assets are owned by the Company and leased to Operating Subsidiaries on an intercompany basis. The insurance premiums and rent payments that are paid to the Company by Operating Subsidiaries are eliminated in consolidation. None of the financial products that are regularly reviewed by the CODM meet the quantitative criteria to be disclosed as a reportable segment as of June 30, 2026. Prior to March 31, 2026, the Real Estate operating segment met the quantitative criteria to be disclosed as a reportable segment. Real Estate includes land and buildings that are owned by the Company and leased to Operating Subsidiaries on an intercompany basis. Rent payments that are paid to the Company by Operating Subsidiaries are eliminated in consolidation. The Company sold substantially all of its Real Estate segment during the year ended December 31, 2025 in connection with the Sale Leaseback. See Note 2 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus. Real Estate no longer meets the quantitative criteria to be disclosed as a reportable segment as of June 30, 2026, and therefore is included within All Other Operating Segments in the disclosures below. All prior periods have been recast accordingly. The CODM measures and evaluates segment performance and allocates resources based on segment earnings before interest, taxes, depreciation, and amortization (“Segment EBITDA”). Segment EBITDA includes revenues from external customers and revenues and associated expenses from transactions with other operating segments of the Company. Segment expense categories include Cost of Revenue (excluding depreciation), Selling, General, and Administrative Expenses, and other non-operating (income) expense. The CODM is not regularly provided with segment assets or segment expenditures for long-lived assets, as these metrics are not used to assess segment performance. The accounting policies of the SME reportable segment are the same as those 34 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 described in Note 2 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus. (dollars in thousands) For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 Revenue from External Customers $ 148,660 $ 269,699 Less: Cost of Revenue, Excluding Depreciation 87,404 160,594 Selling, General, and Administrative Expense 41,508 80,441 Other Non-Operating Income ( 316 ) ( 529 ) SME Segment EBITDA $ 20,064 $ 29,193 Less: Depreciation ( 1,717 ) ( 2,861 ) Amortization ( 1,719 ) ( 3,423 ) Stock Compensation Expense ( 1,079 ) ( 2,016 ) Loss on Disposition of Assets ( 334 ) ( 131 ) Interest Expense, Net ( 10,167 ) ( 25,531 ) Change in Fair Value of Earnout Shares and Deferred Founder Shares 24,884 24,884 Change in Fair Value of Forward Purchase Agreement Liability ( 5,003 ) ( 5,003 ) Loss on the Conversion of SAFE Notes ( 2,175 ) ( 2,175 ) Change in Fair Value of Warrant Liability 380 421 Change in Fair Value of Contingent Consideration ( 889 ) ( 886 ) Other Non-Operating Expense ( 213 ) ( 130 ) All Other Operating Segments ( 457 ) ( 600 ) Corporate, Other Expenses, and Eliminations ( 11,447 ) ( 24,032 ) Income (Loss) Before Income Taxes $ 10,127 $ ( 12,291 ) 35 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 (dollars in thousands) For the Three Months Ended June 30, 2025 For the Six Months Ended June 30, 2025 Revenue from External Customers $ 123,574 $ 226,118 Less: Cost of Revenue, Excluding Depreciation 74,460 137,915 Selling, General, and Administrative Expense 35,543 69,601 Other Non-Operating Income ( 98 ) ( 400 ) SME Segment EBITDA $ 13,669 $ 19,001 Less: Depreciation ( 1,403 ) ( 2,822 ) Amortization ( 1,469 ) ( 2,882 ) Goodwill Impairment ( 3,845 ) ( 6,826 ) Stock Compensation Expense ( 964 ) ( 1,950 ) Loss on Disposition of Assets ( 415 ) ( 850 ) Interest Expense, Net ( 7,785 ) ( 15,089 ) Change in Fair Value of Warrant Liability 109 434 Change in Fair Value of Contingent Consideration ( 437 ) ( 260 ) Other Non-Operating Income (Expense) 71 ( 2,082 ) All Other Operating Segments 713 1,314 Corporate, Other Expenses, and Eliminations ( 10,988 ) ( 21,941 ) Loss Before Income Taxes $ ( 12,745 ) $ ( 33,953 ) Geographic Information Revenue is attributed to a geographic region based on the location of the customer taking possession of the products or services. Long-lived assets are attributed to the geographic region based on the physical location of the assets. A summary of the Company’s Revenue and Long-lived assets as of the three and six months ended June 30, 2026 is as follows: Revenue Long-lived Assets For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 June 30, 2026 United States $ 133,660 $ 241,734 $ 110,974 International 15,001 27,965 16,163 Total $ 148,660 $ 269,699 $ 127,138 36 Table of Contents Teamshares Inc. Unaudited Notes to Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 and 2025 A summary of the Company’s Revenue for the three and six months ended June 30, 2025 and Long-lived assets as of year ended December 31, 2025 is as follows: Revenue Long-lived Assets For the Three Months Ended June 30, 2025 For the Six Months Ended June 30, 2025 December 31, 2025 United States $ 117,933 $ 217,484 $ 107,239 International 5,641 8,634 16,389 Total $ 123,574 $ 226,118 $ 123,628 Long-lived assets include Property, Plant, and Equipment, Net and Operating Lease Right of Use Assets, Net. NOTE 16 — Related Party Transactions Certain executives of the Company own a direct and indirect minority interest in a customer of the Company. For the three and six months ended June 30, 2026 and 2025, the revenue earned by the Company from this customer was immaterial. As of June 30, 2026 , the counterparties to $ 6.0 million of TDC Loans (as defined in Note 9 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/ Prospectus ) include $ 5.5 million owed to four executives of the Company and $ 0.5 million owed to a member of the board of directors. NOTE 17 — Subsequent Events Debt Repayments During July and August 2026, the Company repaid $ 8.0 million of the principal owed under the Former Owner Bridge Loan, fully repaid $ 7.3 million of the principal owed under a Seller Note ( as defined in Note 9 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus) owed to the former owner of an Operating Subsidiary that was acquired during the three months ended June 30, 2026, fully repaid the $ 3.6 million owed under the Former Owner Loan and made a $ 1.8 million principal repayment under the i80 Facility. The Proposed Warehouse Facility On August 4, 2026, the Company entered into a non-binding term sheet with a third-party lender providing for a proposed senior secured warehouse facility (the “Proposed Warehouse Facility”). The Proposed Warehouse Facility is subject to the negotiation and execution of definitive agreements and the satisfaction of customary closing conditions. The Proposed Warehouse Facility, if consummated, will provide committed capacity to fund the closing of acquisitions until the Company can find long-term financing through single company term loans or other sources. The Proposed Warehouse Facility, if consummated, will improve the predictability of the Company’s ability to have sufficient capital to close acquisitions and allow additional time to find an optimal long-term debt financing solution for acquired businesses. The non-binding term sheet does not obligate the lender to fund the Proposed Warehouse Facility unless and until definitive documentation is executed and all conditions are satisfied or waived. There can be no assurance that the Proposed Warehouse Facility will be consummated on the terms contemplated or at all. 37 Table of Contents