Shareholders to Vote on Highly Dilutive Warrant Issuance and Expanded Equity Plan

summarizeSummary

TEAM INC is asking shareholders to approve a highly dilutive warrant issuance from a prior $75 million financing and an expansion of its equity incentive plan, which together could result in nearly 50% dilution.

check_boxKey Events

• Shareholder Vote on Stellex Warrant Issuance

  Shareholders are asked to approve the issuance of common stock upon the exercise of warrants related to a $75 million preferred stock financing (with a $30 million delayed draw option) from September 2025. This is required by NYSE rules due to the potential for over 20% dilution and exercise prices below the minimum. Failure to approve would increase the preferred stock's return rate by 1%.

• Significant Potential Dilution from Warrants

  The maximum number of shares issuable upon exercise of all Stellex warrants (initial and delayed draw) is 2,034,564, representing approximately 44.5% of the current 4,571,382 outstanding common shares.

• Equity Incentive Plan Expansion Proposed

  The company proposes to increase the shares available under its 2018 Equity Incentive Plan by 250,000 shares, which would add approximately 5.5% to the potential dilution.

• Total Potential Dilution Nears 50%

  Combined, the Stellex warrant issuance and the equity incentive plan expansion could result in a total potential dilution of nearly 50% to existing common stockholders.

auto_awesomeAnalysis

TEAM INC is seeking shareholder approval for two significant proposals that, if passed, will result in substantial dilution for existing common stockholders. Proposal Four requests approval for the issuance of common stock underlying warrants previously issued to Stellex as part of a $75 million preferred stock financing (with an additional $30 million delayed draw option). This is required by NYSE rules due to the potential for the issuance to exceed 20% of outstanding shares and for the exercise price to fall below the minimum price. The total potential shares from these warrants represent approximately 44.5% dilution. Failure to obtain this approval would increase the preferred stock's return rate by 1%. Proposal Five seeks to increase the shares available under the 2018 Equity Incentive Plan by 250,000 shares, adding another 5.5% in potential dilution. Combined, these proposals could lead to nearly 50% dilution. These measures follow the company's recent 10-K filing on March 12, 2026, which reported a deeper net loss and negative operating cash flow for 2025, indicating a critical need for capital to strengthen the balance sheet and fund operations, albeit at a high cost to existing shareholders.