Teamshares Inc. · NASDAQ:TMS
Teamshares — Investor Day (2026)
88 slides from Teamshares's investor day presentation, 2026
Slide 1: 2026 Investor Day
1 2026 Investor Day NASDAQ: TMS A permanent home for businesses
Slide 2: Disclaimer
2 Disclaimer STATEMENT REGARDING THIS FREE WRITING PROSPECTUS Teamshares Inc. (the "Company") and Live Oak Acquisition Corp. V ("Live Oak") intend to publicly file a registration statement (including a proxy statement/prospectus) with the U.S. Securities and Exchange Commission (the "SEC") for the o
Slide 3: Disclaimer
3 Disclaimer Participants in the Solicitation Live Oak and the Company and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from Live Oak’s shareholders in connection with the Proposed Business Combination. A list of th
Slide 4: Investor Day Presenters
4 Investor Day Presenters TEAMSHARES LIVE OAK Michael Brown Alex Eu Kevin Shiiba Rick Hendrix Founder and CEO Founder and President Founder and CTO Chairman and CEO Madhuri Kommareddi Brian Gaebe Adam Fishman Chief Operating Officer Chief Financial Officer President and CFO
Slide 5: Agenda
5 Agenda Section Speaker Alex Eu 9:00 Introduction to Teamshares Founder & President Rick Hendrix Live Oak Thesis on Teamshares CEO, Live Oak Michael Brown The Big Picture Founder & CEO Kevin Shiiba Technology Overview Founder & CTO Madhuri Kommareddi Acquisition + Transition Overview COO 10:15 Brea
Slide 6: Introduction to Teamshares
6 Introduction to Teamshares Alex Eu | President
Slide 7: Live Oak Thesis on Teamshares
7 Live Oak Thesis on Teamshares Rick Hendrix | Live Oak CEO
Slide 8: Live Oak merchant banking and SPAC sponsor overview
8 Merchant banking firm specializing in principal investments, SPAC sponsorship, and corporate advisory. + Partner to owners, boards, and mgmt teams of private and public companies. + Public board experience: Rick Hendrix has chaired four public company boards. + Former executive officers at FBR, a
Slide 9: Capital markets expertise to support Teamshares as a new public company
9 + Support capital raising across equity and debt Capital markets markets, including follow-ons, PIPEs and expertise to support refinancing Teamshares as a new + Leverage SPAC experience to navigate public company post-merger transition and public market dynamics + Advise on investor messaging, pos
Slide 10: Live Oak thesis on Teamshares
10 Live Oak thesis on Teamshares + Tech-enabled acquiror of SMEs + Highly innovative market leader + Compounds and re-allocates capital + 92 companies today, millions in TAM + EBITDA positive, scaled above G&A + At key FCF inflection point + Common equity PIPE led by TRP IM + Positioned to benefit f
Slide 11: Shareholder-aligned exec team
11 Shareholder-aligned exec team + Invested $1M at Series E + Market salaries or below + Investing $1M in PIPE + No cash bonuses + 4 year / $25 per share lock-up1 + Incentive plan entirely stock-based 1) Lock-up ends on the earlier of (i) the four-year anniversary of the Closing, (ii) the date the V
Slide 12: Backed by long-term investors to build an enduring public company
12 Backed by long-term investors to build an enduring public company
Slide 13: Transaction Summary
13 Transaction Summary Pro Forma Enterprise Value $825M1 + Entry multiple of 11.9x 2027E PF Adj. EBITDA2 represents an Primary Proceeds attractive entry multiple Up to $339M relative to peers PIPE $126.5M at $9.20/Share + Public comps trade at 14.7x Use of Proceeds 100% Primary 2027E EBITDA3 Existin
Slide 14: The Big Picture
14 The Big Picture Michael Brown | CEO
Slide 15: Key investor day takeaways
15 Key investor day takeaways + A differentiated small cap listing with a significant growth opportunity + Software helps access, industrialize + scale our model in the SME market + Clear, repeatable compounding model as a programmatic acquiror + Simple, transparent financial metrics + Disciplined c
Slide 16: A founder-led team built for scale
16 A founder-led team built for scale with executive experience aligned to the model Michael Brown Alex Eu Kevin Shiiba Brian Gaebe Madhuri Kommareddi Founder + CEO Founder + President Founder + CTO CFO COO Acquired + operated Acquired + operated Product manager + Former public company Executive exp
Slide 17: Why Teamshares matters
17 Why Teamshares matters
Slide 18: Why Teamshares matters: short-term growth inflection
18 Why Teamshares matters [1] SHORT-TERM GROWTH INFLECTION + $525M pre-money equity value + $100M+ 2027 Pro Forma Adj. EBITDA forecast1 + 129% Pro Forma Adj. EBITDA CAGR 2025 → 20271 1) Based on low end of forecast range. Pro Forma Adjusted EBITDA is a non-GAAP financial measure, see Appendix for ad
Slide 19: Why Teamshares matters: long-term vision
19 Why Teamshares matters [2] LONG-TERM VISION FOR THOUSANDS OF COMPANIES + 4.5M+ SMEs owned by Baby Boomers / GenX1 + 15,000+ size qualified listings sourced per year2 + 9 companies acquired in 2025 added $26M to Pro Forma Adj. EBITDA3 Sources: 1) US Census data. 2) Teamshares transaction software,
Slide 20: Core elements of successful public market transitions
20 Teamshares reflects the core elements of successful public market transitions COMPANY SPONSOR LEAD INVESTORS A scaled, operating Experienced sponsor with $126.5M committed business compelling public company and capital common equity PIPE performance data markets expertise Oversubscribed vs. Signi
Slide 21: Quick recap of Teamshares
21 Quick recap of Teamshares
Slide 22: Teamshares is a tech-enabled acquiror of SMEs
22 Teamshares is a Part holdco. Part fintech. tech-enabled We programmatically acquire acquiror of SMEs, companies with $0.5 to 5 million of EBITDA from retiring owners, and a permanent integrate them with the home for your Teamshares platform, and helps employees earn company stock business
Slide 23: What Teamshares has built in just 6 years
23 What Teamshares COMPANY BUILDING ACQUISITION ENGINE CAPITAL EFFICIENCY has built in just 6 years as a market- $472M 15,000+ 4.9x 2025 Revenue Size-qualified leads Historical purchase defining leader sourced annually via our software multiple 1 + Among the largest SME acquirors 92 $15M 27-37% Oper
Slide 24: Acquisition-based business model drives predictable, repeatable growth
24 Our acquisition-based business model drives predictable, repeatable growth and scales through Pro Forma Adj. EBITDA 1 financial technology $100M $60M $19M $(16)M 2024A 2025A 2026E 2027E SME Segment EBITDA eclipsed G&A in 2025 → now incremental EBITDA mostly drops through 1) Pro Forma Adjusted EBI
Slide 25: Pro forma financials reflect run-rate profitability
25 Pro forma financials better reflect Teamshares’ run-rate profitability given its acquisition based model Actual acquisition closed Dec 30 2025 Recognized within LTM 2025 EBITDA 2025 financials $2.4M <$15K LTM 12/31/2025 2025 Reported Pro Forma Adj. EBITDA Adj. EBITDA for Dec 30-31 only Note: Thes
Slide 26: Family succession is rare now, with few buyers for retiring owners
26 Family succession is rare now, with few buyers for retiring owners 6M 4.5M 70% 1 1 2 U.S. businesses Baby Boomer / Failure rate when with <100 Gen X owned trying to sell employees Sources: 1) U.S. Census. 2).Exit Planning Institute.
Slide 27: Not a theoretical TAM, an inbound lead funnel
27 Not a theoretical TAM, an inbound lead funnel feeds our software 75k 475k Businesses for sale Opportunities sourced by our sourced since software in 2025 launch in 2020 Source: Teamshares transaction software.
Slide 28: Industrialized process of acquiring traditional SMEs
28 Teamshares industrialized the process of acquiring traditional SMEs in a repeatable, tech-enabled way 1 2 3 4 5 ACQUIRE SMEs TRANSITION ALIGN + retain ANALYZE GAAP + REINVEST FCF to from 75,000 retirees with the team with ops data to new companies sourced per yr new leaders opco equity operate we
Slide 29: Teamshares aims to grow EBITDA 5x in 2 yrs
29 Teamshares aims to grow EBITDA 5x in 2 yrs
Slide 30: 5.3x growth, 129% CAGR Pro Forma Adj. EBITDA
30 5.3x Growth 129% CAGR Pro Forma Adj. EBITDA $19M $100M 2025 Actual 2027 Forecast Note: 2027E Estimate represents the low point of guidance. Pro Forma Adjusted EBITDA is a non-GAAP financial measure. See Appendix for additional information regarding non-GAAP financial measures. These figures are g
Slide 31: Programmatic acquiror business model
31 #1 — A growth strategy to outpace organic growth Programmatic acquiror business model 92 companies six years in
Slide 32: Millions of SMEs need to sell next decade-plus
32 #2 —A significant and actionable market Millions of SMEs need to sell next decade-plus 4.5M SMEs owned by Boomers/GenX in US alone Source: US Census.
Slide 33: Strong differentiation with retiring owners
33 #3 — We’re unique and we win Strong differentiation with retiring owners 50% lifetime win rate on LOIs
Slide 34: Our repeatable, scalable platform enables growth
34 #4 - Centralized fintech and decentralized leadership Our repeatable, scalable platform enables growth 15,000 size-qualified listings annually 50+ applications per president opening
Slide 35: Better capital access as a public company
35 #5 – Acquisition financing is our raw material Better capital access as a public company Public credit is cheaper, deeper, faster Public equity is an advantage for Teamshares
Slide 36: Compounding cash flow at attractive rates
36 #6 – Disciplined capital allocation Compounding cash flow at attractive rates 27-37% of purchase price recovered in upstreamed cash at T+24 months Note: See explanation of this measure on Slide 50.
Slide 37: What is a programmatic acquiror?
37 What is a programmatic acquiror?
Slide 38: Publicly traded programmatic acquirors have existed for decades
38 Publicly traded programmatic acquirors have existed for decades across many industries and acquisition strategies Programmatic acquisitions are a capital allocation strategy, not an industry
Slide 39: A programmatic acquiror
39 A programmatic acquiror: Continually acquires small private companies as permanent operating subs + Attractive purchase multiples + Not betting the company on a single acquisition + Builds a diversified earnings base across subs + Earnings consolidate within public company + Allocates FCF/capital
Slide 40: Recent comps have compounded earnings across cycles
40 While older comps have evolved, recent comps have similarly compounded earnings across cycles Shares Price CAGR Since January 2020 Single-industry software strategy 29.4% as of 6/30/25 ~18% compounding annual returns since January 2020 Outpaced the S&P 500 by ~6% annually Note: Public company fin
Slide 41: How Teamshares differs vs. public comps
41 How Teamshares differs vs. public comps: 1. THESIS DRIVEN 2. LEADERSHIP SUCCESSION Diversified industry strategy Institutionalized leadership model focused on retirement situations addresses the retirement market w/ $0.5-5M target EBITDA range while de-risking the transition 3. BIGGER TAM 4. TECH
Slide 42: We focus on traditional SMEs with specific criteria
42 We focus on traditional SMEs with very specific criteria $0.5-5.0M 75-85% Target EBITDA Target EBITDA to FCF conversion Retirement 20+ Reason for sale Years in business Clean Low Tax returns + bank ledgers Transition, customer and tech risk
Slide 43: Significant industry diversification
43 Significant Distribution 8% industry Food & Beverage 23% Technical Services diversification 10% $472M 2025 Reported EXAMPLES OF TEAMSHARES COMPANIES: Building Products Revenue Niche distributors Independent QSR 17% Flowers Burger chain Paper products Pizza chain Packing supplies Sand & gravel Tec
Slide 44: Broad geographic diversification
44 Broad West West Northeast geographic Midwest diversification 22 26 21 Alaska 11 8 1 Southeast Southwest Note: Map excludes three non-US companies.
Slide 45: Average acquisition size has increased, multiples consistent
45 Average acquisition size has increased with platform scale, while purchase multiples have remained consistent EVOLUTION: + Max purchase price cap increased from $3M to $6M with deployment of our major credit facility + By 2023 we saw ~$1M EBITDA SMEs were a better fit for Teamshares (easier to gr
Slide 46: Opportunity set for $1-5M EBITDA companies is vast
46 The opportunity set for $1-5M EBITDA companies is vast, adds to millions of six-figure EBITDA companies Illustration of companies required to add $250M of additional EBITDA Avg EBITDA Size $1M $2.5M $5M Revenue Range $5-10M $10-25M $25-50M 450,000+ est. companies at Estimated US Companies1 235,00
Slide 47: We have a clear, repeatable compounding model
47 We have a clear, repeatable compounding model
Slide 48: Our compounding cycle
48 Our compounding cycle Acquire EBITDA at 4-6x Lower interest rate Retain EBITDA year 1, through ↑ scale and FCF then grow >3% annually Drop-through EBITDA by scaling against G&A Teamshares is listing at the point where acquired EBITDA is mostly incremental margin These figures are goals / targets
Slide 49: Inspecting our compounding cycle
49 Inspecting our compounding cycle Acquire EBITDA Retain EBITDA Drop-Through Lower Interest EBITDA Rate 5.3x 7.2% +$25M S+3.1% 2025 Acquisitions 2025 Organic 2025 SME Segment Blended cost above Purchase Price / EBITDA Growth EBITDA Increase SOFR on 2025 PF Adj. EBITDA bank term loans vs. $(2)M 2025
Slide 50: The outcome measured by upstreamed cash
50 The outcome measured by upstreamed cash % of purchase price recovered in upstreamed cash at T+24 months 2024 is T+12 We believe the ability to return this level of unlevered cash within 24 months is an outlier The amounts presented represent the unlevered cash distributed from operating subsidiar
Slide 51: Technology Overview
51 Technology Overview Kevin Shiiba | CTO
Slide 52: Software to access, industrialize and scale our model
52 We build software to access, industrialize + scale our model in the SME market TECHNOLOGY GOALS + Lower Cost: reduce the marginal cost of acquisitions and operations + Increase Throughput: increase acquisition pace while maintaining quality + Reduce Risk and Errors: enforce consistency of financi
Slide 53: Technology and data is how our model scales and compounds
53 Technology and data is how our model scales and compounds TEAMSHARES BUYOUT More data New Co. More companies Financial + Operational Source, analyze, and acquire Reinvest in more Data accumulates Better underwriting Companies + AI aimed at driving scale and Improved selection High ROI technology
Slide 54: How we acquire
54 How we acquire Lifetime sourcing metrics Our transactions software systematically sources + underwrites thousands of businesses annually 475,000+ Actively for sale listings 54,000+ Size qualified leads 14,000+ Leads analyzed TEAMSHARES BUYOUT 92 Accumulating Leads Data Companies <$30K to close an
Slide 55: Managing equity ownership and cash flow alignment
55 How we manage equity ownership + cash flow alignment Very low marginal cost to implement & maintain vs. ~$50K annually with outside advisors1 ISSUE SHARES UPSTREAM CASH PROGRAMMATIC BUYBACKS EMPLOYEE SHAREHOLDER VIEW Automated Automated Payroll Data Integrations Creates alignment for profit growt
Slide 56: Programmatically managing operating cash flow
56 We programmatically manage operating cash flow Structured monthly sweeps from operating subsidiaries, increasingly automated Reinvestment potential Monthly Cash Sweep ⇡ Operating Operating Operating New Subsidiary Subsidiary Subsidiary Acquisitions We aim to reinvest upstreamed cash flows into ne
Slide 57: Our data advantage drives financial visibility
57 Our data advantage drives financial visibility DATA SOURCES DATA WAREHOUSE WHAT IT ENABLES Accounting / ERP KPIs + LTM metrics Integrations with 30+ systems By industry and company Point of Sale MD&A + Variance Real-time transactions Budget vs. actual Standardized Financial + Operating Data 70% c
Slide 58: How AI accelerates the platform
58 How AI accelerates the platform IN PRODUCTION AP reconciliation + Chart of accounts Revenue forecasting Investment analysis Tech Platform cash application mapping TEAMSHARES PLATFORM LEVEL IN USE Software development Financial Analysis Data Analytics Workflow automation Team + Individuals + desig
Slide 59: Acquisition + Transition Overview
59 Acquisition + Transition Overview Madhuri Kommareddi | COO
Slide 60: Sourcing
60 Sourcing Actively for sale business listings + Broker listings = actionable transactions + 75K listings per year sourced + Software automatically filters listings on pre-NDA information + Results in 15K size-qualified listings Standardized screening + Software automates / facilitates NDA and info
Slide 61: Underwriting and Offers
61 Underwriting and Offers Software + data-driven underwriting Valuation Offers + AI-assisted CIM analysis 4-6x Expected EBITDA* + Investment memo with Multiple Target structured investment criteria CIM * EBITDA recast for + Flag asymmetries in valuation expected leadership replacement costs + Compa
Slide 62: Financial diligence and closing
62 Financial diligence and closing More efficient, lower cost version of a traditional closing process Key diligence and closing steps + 90-day target close process + Rigorous in-house quality of earnings and proof of cash analyses + In house legal doc and diligence + Extended business and accountin
Slide 63: Onboarding
63 Onboarding Pre-close + GAAP conversion + Systems upgrade assessment + President attribute profiling + Key employee meetings/alignment Post-close + Standard information gathering + transition checklist + President hiring and training program + Share issuance and education + Former owner transition
Slide 64: Presidents plug into an institutionalized leadership model
64 Presidents with industry experience plug into an institutionalized leadership model A sample of prior employers 80%+ hiring success rate since 2023 Industry group oversight structure Industry Lead Group Group President President President President President President President President … Decent
Slide 65: Financial visibility driven by Teamshares OS
65 Financial visibility and proactive management across industry groups driven by Teamshares OS Industry Group Dashboard Operating Company KPI Dashboard Slack push alerts for Monthly MD&A
Slide 66: Quick Break
66 Quick Break 10 minutes
Slide 67: Operations Panel Discussion
67 Operations Panel Discussion Madhuri Kommareddi Anthony Brown Sean Garcia Sarah Queen Jacob Roche Chief Operating Officer Company President Industry Lead Company President President & Industry Lead TEAMSHARES
Slide 68: Financial Overview
68 Financial Overview Brian Gaebe | CFO
Slide 69: Simple Financial Drivers
69 Simple Financial Drivers Four primary factors drive our financial results: 1 2 3 4 Acquire durable, Maintain Scale corporate Lower our cost cash-generative post-acquisition overhead of capital businesses performance Public listing provides capital and flexibility to accelerate execution of these
Slide 70: Attractive Unit Economics on Acquisition Equity
[1] Acquire durable, cash-generative businesses 70 Attractive Unit Economics on Acquisition Equity Target Returns 1 Results to Date EBITDA Purchase Multiple Acquiring EBITDA EBITDA->LFCF Conversion 4.9x Historical Average 2 $1 EBITDA $1 EBITDA 2025 Results x 5x Target EBITDA x 80% EBITDA to Unlevere
Slide 71: Consistent Performance Through Active Ownership
[2] Maintain post-acquisition performance 71 Consistent Performance Through Active Ownership Organic Growth ~7.2% ~3% organic EBITDA organic EBITDA growth CAGR growth YoY 1 from ‘19 - ‘25 2 Profitability Drivers Outperforming Comps ~1% +9% YoY EBITDA outperformance margin vs. R2000 YoY expansion3 gr
Slide 72: Productivity Scale Through Tech-Enabled Leverage
[3] Scale corporate overhead 72 Productivity Scale Through Tech-Enabled Leverage EBITDA and Corporate Cost Trends Pro Forma Adj. EBITDA : Corporate Costs 2025 Results Affirm Scalability SME Segment EBITDA Corporate overhead Platform employee +$25M increase 1 -$2M decrease 2 -15% reduction 3 Note: $
Slide 73: Cost of Capital Declines as Credit Improves
[4] Lower cost of capital 73 Cost of Capital Declines as Credit Improves Then (Facility since 2021) Actual Now (2025) Potential Financial Impact Spread Spread Compression Compression Initial Credit Facility1 Single Company Financing2 Every 1% decline in interest rate improves ● SOFR + 11% ● SOFR + 3
Slide 74: Clear and Achievable Path for EBITDA Growth
74 EBITDA Forecast Bridge1 Assumptions 2025A PF Adj. EBITDA $19 Acquisitions Acquisitions 40 Acquire EBITDA of $40mm in ‘26 and Clear and Organic Growth 3 $45mm in ‘27 Achievable Corporate Overhead (2) Organic Growth Path for EBITDA 2026E PF Adj. EBITDA $60 3% organic growth + financial products Gro
Slide 75: Existing $126.5M PIPE makes significant contributions to equity
75 2026E + 2027E Combined Acquisitions Existing $126.5M PIPE Acquired EBITDA $85 makes significant Acquisition Capital $425 Equity Funding Required contributions to equity Target LTV: 40% Senior + 20% Seller Notes $170 needed for acquisitions Flex LTV: 50% Senior + 20% Seller Notes $128 Max LTV: 60%
Slide 76: Capital allocation strategy
76 Capital allocation strategy Growth Capital Allocation Returning Capital to Shareholders Acquisitions: primary growth and Share repurchases: no initial plans for capital allocation strategy a share buyback program. The board will consider opportunistic repurchases Organic growth: selective allocat
Slide 77: Live Oak Key Conclusions
77 Live Oak Key Conclusions Adam Fishman | Live Oak CFO
Slide 78: Building confidence in key investor questions at listing
78 Building confidence in key investor questions at listing + Capital Deployment: Can Teamshares continue to deploy capital into high-return opportunities? + Operating Performance: Can Teamshares maintain and grow EBITDA post-acquisition? + Model Scalability: Can the model continue scaling? + Cost o
Slide 79: Q&A
79 Q&A Teamshares + Live Oak
Slide 80: Appendix
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Slide 81: Segment Performance Financial Measures
81 Segment Performance Financial Measures Segment EBITDA is our chief operating decision maker’s primary measure of segment performance. This only includes post-acquisition results and excludes certain non-cash expenses such as depreciation, amortization, goodwill impairment, share-based compensatio
Slide 82: Historical Financial Results and Reconciliation of Non-GAAP Measures
82 Historical Financial Results and Reconciliation of Non-GAAP Measures
Slide 83: Non-GAAP Measures
83 Non-GAAP Measures Adjusted EBITDA Pro Forma Adjusted EBITDA + This presentation includes certain non-GAAP financial measures. + Adjusted EBITDA represents our consolidated results for the + Represents Adjusted EBITDA plus the pre-acquisition results for These measures are intended to post-acquisi
Slide 84: Risk Factors
84 Risk Factors Risks Related to Live Oak and the Proposed Business Combination ● Live Oak may not be able to obtain the required shareholder approval to consummate the Proposed Business Combination. ● Live Oak’s sponsors, directors and officers have potential conflicts of interest in recommending t
Slide 85: Risk Factors
85 Risk Factors ● The combined company’s reported operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause the market price of its securities to fluctuate or decline. ● Following the consummation of the Proposed Bus
Slide 86: Risk Factors
86 Risk Factors ● We face intense competition, especially from well-established companies offering solutions and related applications. We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to grow our business. ● We may need t
Slide 87: Risk Factors
87 Risk Factors Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses uncertainty regarding the ability of Teamshares to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about Teamshares ability to
Slide 88: It's still Day One at Teamshares
88 It’s still Day One at