{"url_path":"/sec/tms/8-k/2026-06-25/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001193125-26-283064-index.html","accession_number":"0001193125-26-283064","cik":"0002048951","ticker":"TMS","issuer_name":"Teamshares Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001193125-26-283064-index.html","primary_entity_key":"0002048951","primary_entity_name":"Teamshares Inc"},"word_count":754,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nExecutive Officers and Directors\n\nThe information set forth above in the sections titled “Directors and Executive Officers,” “Executive & Director Compensation,” “Committees of the Board of Directors” and “Certain Relationships and Related Party Transactions” in Item 2.01 to this Current Report is incorporated in this Item 5.02 by reference. See also the sections of the Proxy Statement/Prospectus titled “Executive Compensation of Teamshares” and “Interests of Directors and Executive Officers in the Business Combination” for a description of compensation arrangements with the Company’s executive officers and directors, which is incorporated herein by reference.\n\nTeamshares Inc. 2026 Incentive Award Plan\n\nAt the Extraordinary General Meeting, the shareholders of Live Oak considered 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 2026 Incentive Plan was approved by the Live Oak shareholders on June 16, 2026 and was ratified and approved by the Board on June 18, 2026, and became effective upon the Closing Date. 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 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 Common Stock outstanding on the final day of the immediately preceding calendar year, or (ii) such smaller number of shares as determined by the Board.\n\n \n\n \n\n14\n\nA summary of the terms of the 2026 Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “The Incentive Plan Proposal (Proposal 10)”, which is incorporated herein by reference. Such summary and the foregoing description of the 2026 Incentive Plan are qualified in their entirety by reference to the full text of the 2026 Incentive Plan, a copy of which is attached hereto as Exhibit 10.10 and incorporated herein by reference.\n\nTeamshares Inc. 2026 Employee Stock Purchase Plan\n\nAt the Extraordinary General Meeting, the shareholders of Live Oak considered and approved the Teamshares Inc. 2026 Employee Stock Purchase Plan (the “ESPP”), which provides employees of the Company and its participating subsidiaries with the opportunity to purchase shares of Common Stock at a discount through accumulated payroll deductions during successive offering periods. The ESPP was approved by the Live Oak shareholders on June 16, 2026 and was ratified and approved by the Board on June 18, 2026, and became effective upon the Closing Date. The initial share reserve under the ESPP is 1,439,715 shares, which generally is equal to 2% of the number of shares of Common Stock outstanding immediately following the Closing, 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 Common Stock outstanding on the final day of the immediately preceding calendar year, or (ii) such smaller number of shares as determined by the Board.\n\nA summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled “The Employee Stock Purchase Plan Proposal (Proposal 11)”, which is incorporated herein by reference. Such summary and the foregoing description of the ESPP are qualified in their entirety by reference to the full text of the ESPP, a copy of which is attached hereto as Exhibit 10.11 and incorporated herein by reference.\n\nTeamshares Inc. 2020 Equity Incentive Plan\n\nIn connection with the consummation of the Transactions, the Company assumed the Teamshares Inc. 2020 Equity Incentive Plan, as amended (the “2020 Plan”) from Legacy Teamshares and, thereafter, terminated the 2020 Plan upon effectiveness of the 2026 Incentive Plan. However, any outstanding awards granted under the 2020 Plan will remain outstanding, subject to the terms of the 2020 Plan and applicable award agreements. An aggregate of 1,643,244 shares were authorized under the 2020 Plan.\n\nA summary of the terms of the 2020 Plan is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation of Teamshares—Equity Incentive Plan”, which is incorporated herein by reference. Such summary and the foregoing description of the 2020 Plan are qualified in their entirety by reference to the full text of the 2020 Plan, a copy of which is attached hereto as Exhibit 10.12 and incorporated herein by reference."}