Item 5. Other Information
Item 5. Other Information
a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
c) Insider trading arrangements and policies.
During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K).
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Item 6. Exhibits
The following exhibits are filed or furnished with this Quarterly Report:
Exhibit No. Description
2.1+ Agreement and Plan of Merger, dated as of November 14, 2025, by and among Live Oak, Teamshares Inc., Merger Sub, Merger Sub II, the SPAC Representative and the Seller Representative (incorporated by reference to Exhibit 2.1 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on November 14, 2025).
2.2 First Amendment to the Agreement and Plan of Merger, dated as of April 1, 2026, by and among Live Oak and Teamshares Inc. (incorporated by reference to Exhibit 2.1 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on April 2, 2026).
2.3 Second Amendment to the Agreement and Plan of Merger, dated as of May 13, 2026, by and among Live Oak and Teamshares Inc. (incorporated by reference to Exhibit 2.1 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on May 13, 2026).
3.1 Amended and Restated Certificate of Incorporation of Teamshares Inc. (including Certificate of Corporate Domestication) (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
3.2 Amended and Restated Bylaws of Teamshares Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
4.1 Warrant Agreement, dated February 27, 2025, by and between Live Oak and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on March 4, 2025).
4.2 Specimen Common Stock Certificate of Teamshares Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.1 Form of Indemnification Agreement between Teamshares Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4 (File No. 333-294869), filed with the SEC on May 22, 2026).
10.2 Letter Agreement, dated February 27, 2025, by and among Live Oak, its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.4 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on March 4, 2025).
10.2(a) First Insider Letter Amendment, dated as of November 14, 2025, by and among Live Oak and its officers and directors, the Sponsor and Teamshares Inc. (incorporated by reference to Exhibit 10.6 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on November 14, 2025).
10.2(b) Second Insider Letter Amendment, dated as of April 1, 2026, by and among Live Oak and its officers and directors, the Sponsor and Teamshares Inc. (incorporated by reference to Exhibit 10.1 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on April 2, 2026).
10.3 Form of Significant Company Holder Lock-Up Agreement, dated as of November 14, 2025, by and among Live Oak, the Sponsor and the Significant Company Holders (incorporated by reference to Exhibit 10.2 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on November 14, 2025).
10.4 Form of Management Lock-Up Agreement, dated as of November 14, 2025, by and among Live Oak, the Sponsor and the members of Teamshares’ management (incorporated by reference to Exhibit 10.3 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on November 14, 2025).
10.5 Form of Employee Lock-Up Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.6 Form of Amended and Restated Registration Rights Agreement, dated as of June 18, 2026, by and among Teamshares Inc. and each of the stockholders of Teamshares Inc. identified on the signature pages thereto (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.7 Form of Voting and Support Agreement, dated as of November 14, 2025, by and among Live Oak, Teamshares and the Significant Company Holders (incorporated by reference to Exhibit 10.1 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on November 14, 2025).
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Exhibit No. Description
10.8 Form of PIPE Subscription Agreement, dated as of November 14, 2025, by and among the Live Oak and certain investors party thereto (incorporated by reference to Exhibit 10.8 of Live Oak’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on November 14, 2025).
10.9 Forward Purchase Agreement dated June 1, 2026, by and between Live Oak Acquisition Corp. V and HB Strategies LLC (incorporated by reference to Exhibit 10.1 of Live Oak’s Current Report on Form 8-K/A (File No. 001-42540), filed with the SEC on June 2, 2026).
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Exhibit No. Description
10.10 Teamshares Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.10(a) Form of Stock Option Agreement under the Teamshares Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.10(a) of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.10(b) Form of Restricted Stock Unit Agreement under the Teamshares Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.10(b) of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.11 Teamshares Inc. 2026 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.12 Teamshares Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.13 Form of Stock Option Agreement under the Teamshares Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.14 Employment Agreement, dated as of May 16, 2026, between Michael Brown and Teamshares Inc. (incorporated by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.15 Employment Agreement, dated as of May 16, 2026, between Brian Gaebe and Teamshares Inc. (incorporated by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.16 Employment Agreement, dated as of May 16, 2026, between Madhuri Kommareddi and Teamshares Inc. (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
10.17 Non-Redemption Agreement, dated as of June 5, 2026, by and among Live Oak, the Sponsor, and each of the stockholders of Live Oak identified on the signature pages thereto (incorporated by reference to Exhibit 10.17 of the Company’s Current Report on Form 8-K (File No. 001-42540), filed with the SEC on June 25, 2026).
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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+ The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
* Filed herewith.
** Furnished herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure except for the terms of the agreements or other documents themselves, and you should not rely on them for other than that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and do not apply in any other context or at any time other than the date they were made.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 14, 2026 By: /s/ Michael Brown
Name: Michael Brown
Title: Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2026 By: /s/ Brian Gaebe
Name: Brian Gaebe
Title: Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.