TMS

• Recent Public Listing Context

  • TeamShare began trading on the NASDAQ on June 23, 2026, following an equity raise led by T. Rowe Price Investment Management, completed faster than the original 2027 target timeline. Public listing status delivers strategic growth advantages, including wider access to lower-cost capital (with cost differentials of up to 50% for comparable credit profiles vs. private financing) and much faster, more certain capital raising (arranged in weeks for seasoned public firms vs. 4-6 months for private financing).

• Business Model and Strategic Positioning

  • TeamShare is a tech-enabled permanent holding company that acquires high-quality small to mid-sized businesses (targeting $0.5M to $5M EBITDA) from retiring owners, with a deliberate diversified industry strategy to maximize TAM and mitigate sector-specific risk. The company's proprietary software sources 75,000 active for-sale companies annually, supports efficient transaction processing and scalable centralized operating oversight, and employee stock alignment across all portfolio companies. As of Q2 2026, the company has grown to 93 portfolio companies, and management estimates it is still in the early innings of long-term growth targeting thousands of acquisitions.

• Acquisition Update

  • Acquisition activity was muted in H1 2026 as the team prioritized completing the public listing process, with only 2 acquisitions closed totaling $2.6M in SME segment EBITDA. As of August 14, 2026, the company holds 10 signed non-binding LOIs for new acquisitions representing $30M in new SME segment EBITDA, with deal terms aligned to historical acquisition multiples; the average EBITDA per LOI is ~$3M, reflecting the company's strategic shift toward larger targets in the $1M-$5M EBITDA range. The LOI count grew by $20M in the two months immediately following the public listing.

• Post-Acquisition Transition and Performance

  • Core post-acquisition capabilities include leadership succession planning, standardized operational and financial infrastructure, tech-driven improvement levers (pricing, procurement) and cross-portfolio capital allocation to high-return opportunities. The company's underwriting model assumes flat first-year performance post-acquisition and modest long-term organic growth, and does not require synergies for acquisitions to deliver attractive returns.

• Operating Leverage Inflection

  • After six years of platform investment, TeamShare has reached an inflection point where incremental SME segment EBITDA growth outpaces centralized corporate cost growth, driving disproportionate gains in consolidated adjusted EBITDA. In Q2 2026, SME segment EBITDA grew 47% while corporate costs declined; the ratio of consolidated pro forma adjusted EBITDA to corporate costs is targeted to reach 1.4x in 2026, up from 0.5x in 2025.

• Capital Structure Update

  • Post-listing, the company has secured a signed term sheet for a new warehouse acquisition financing facility to fund pending LOIs, and has received multiple non-binding term sheets for existing debt refinancing. Management expects public status to create a virtuous cycle of scaling, stronger credit profiles, lower cost of capital, and more attractive acquisition returns.

• Management reaffirmed all prior 2026 full-year guidance, maintaining the targets of $40M in total acquired EBITDA and $60M LTM pro forma adjusted EBITDA.
• Approximately 75% of the 2026 acquired EBITDA target is already covered by signed LOIs, with the active acquisition pipeline well exceeding the remaining amount needed to hit the full-year target.
• Management expects organic growth of ~3% annualized for existing portfolio companies, which meets the modest organic growth requirement to hit full-year targets.
• Corporate overhead is projected to see only a slight net increase for full-year 2026, with a total $2M increase in H2 2026 (a 10% increase vs. H2 2025) primarily driven by incremental public company compliance costs.
• Management reaffirmed the long-term target to triple pro forma adjusted EBITDA over the near term, and sustain strong growth via the company's programmatic acquisition model.

TeamShare operates with one core operating segment, the SME segment, which holds all acquired small to mid-sized operating subsidiaries. In Q2 2026, SME segment EBITDA reached $20 million, representing a 47% year-over-year increase. LTM pro forma revenue as of Q2 2026 hit $560 million, with total consolidated annual revenue reaching half a billion dollars across 93 owned companies. Organic revenue grew 3.4% in Q2 2026 and 4.2% year-to-date, while organic SME segment EBITDA grew 0.4% in Q2 2026 and 4.6% year-to-date. Corporate overhead decreased by approximately $500,000 quarter-over-quarter, demonstrating meaningful operating leverage from the company's centralized tech-enabled platform.

• Actual business results may differ materially from forward-looking guidance due to uncertainties related to acquisition closing timelines, financing market conditions, post-acquisition earnings performance, and broader macroeconomic factors, as disclosed in SEC filings.
• Acquisition closing activity is concentrated in the second half of the year (particularly Q4) due to SME market seasonality, meaning most of the year's acquisition contribution will be realized late in the year.
• LOIs are non-binding, and there is inherent uncertainty that all pending LOIs will complete the closing process, though the company has historically maintained a very high LOI-to-close rate.
• Small subscale portfolio companies that do not meet current acquisition criteria may require wind-down, though management expects such activity to be very limited going forward.

Q: With the public listing complete and capital access improved, have deal flow quality, pricing, or seller engagement changed? What purchase multiple trends have you seen recently?

A: The pre-listing funnel was already robust with 15,000 qualified opportunities. The biggest shift is increased engagement from larger targets in the $2M-$5M EBITDA range, which is the company's current strategic focus. Purchase multiples remain broadly consistent with 2024-2025 levels, with an average 5.3x multiple last year. Larger targets in the $2M-$5M range typically trade at 5x-6x, vs. 4x-5x for smaller targets, aligning with historical ranges. The company maintains its deliberate diversified industry strategy and does not disclose backlog industry mix for commercial reasons.

Q: Can you break down the bridge to the 2026 $60M pro forma EBITDA target between closed businesses, LOIs, and organic growth?

A: Approximately $30M of the full-year target comes from businesses currently under LOI. At least another $9M is expected from businesses in active evaluation that have not yet signed LOIs. Organic growth is targeted at ~3% annualized, in line with previous guidance, and corporate overhead growth is contained to $2M for H2 2026, primarily for incremental public company compliance costs, which matches the plan to hit the full-year target.

Q: What is the main constraint on the number of acquisitions TeamShare can pursue? Is it deal sourcing, processing capacity, or financing?

A: At all times, the primary binding constraint on TeamShare's growth is financing capacity, not inbound deal flow, internal processing capacity, or technology scale. This core dynamic was the foundational reason the company planned from founding to go public, to access lower-cost, higher-flexibility public capital to drive acquisition growth. The company is fully financed to hit its 2026 $40M acquired EBITDA target.

Q: What seasonal pattern should investors expect for revenue and EBITDA going forward? What is your historical LOI-to-close conversion rate?

A: Historically, Q1 is the weakest quarter, with SME segment EBITDA representing just 10-15% of full-year annual volume. Q2 and Q3 are the two strongest quarters, roughly on par with each other, while Q4 is slightly lower than Q2/Q3 but still substantially higher than Q1. The LOI-to-close conversion rate is very high; last year the company signed 10 LOIs and closed 9, and management expects this trend to continue. The active pipeline for the remainder of 2026's target is fully developed and progressing as expected.