v3.26.1
Stock Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock Compensation
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 Shares301 — 301 — 
Operating Subsidiary Stock Plans334 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
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)
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.