Filing Analysis
Team, Inc. announced that Corre Partners Management, LLC has irrevocably waived its board observation and nomination rights previously granted under a 2023 agreement. Additionally, the company disclosed an acquisition of all shares held by Corre and its affiliates by an entity controlled by Stellex Capital Management LLC.
🚩 Red Flags
- Significant shift in board control/composition due to the waiver of nomination rights.
- Exit of a major stakeholder (Corre) via acquisition by Stellex Capital Management LLC, indicating a potential change in corporate governance or ownership structure.
📋 Key Facts
- Effective August 6, 2026, Corre Partners Management, LLC waived all board observation rights (Section 2.1) and nomination rights (Section 2.2).
- The waiver includes the right to designate the Chairman of the Board.
- Stellex Capital Management LLC (via a controlled entity) has acquired all 1,604,326 shares of common stock previously held by Corre and its affiliates.
- Lender Director rights remain in full force and effect.
Team, Inc. announced the dissemination of its unaudited financial results for the second quarter ended June 30, 2026.
📋 Key Facts
- Report date: August 10, 2026
- Reporting period: Second Quarter ended June 30, 2026
- The filing contains unaudited financial results disseminated via press release (Exhibit 99.1).
- Signed by Clinton W. Roeder, Chief Financial Officer.
Team, Inc. has amended its Corporate Executive Officer Compensation and Benefits Continuation Policy to reduce severance benefits in the event of a change in control. Specifically, supplemental salary payments are now capped at 24 months.
🚩 Red Flags
- Reduction in executive severance benefits may indicate a strategic shift toward preparing for a potential sale or merger by minimizing 'golden parachute' liabilities.
📋 Key Facts
- Amendment approved by the Board of Directors on July 7, 2026.
- Reduces supplemental salary payment time periods from 'longer than 24 months' to a fixed 24-month period for involuntary separation or good reason voluntary separation related to a change in control.
- Modifies calculation for supplemental compensation regarding forgone annual incentives/bonuses, using the higher of the most recent actual bonus or the two-year average (or target bonus if no bonus has been received yet).
- The amendment applies to Section III of the existing Policy.
Team, Inc. announced a leadership transition in its finance department, involving the departure of CFO Nelson Haight and the appointment of Clinton Roeder as the new Executive Vice President and Chief Financial Officer, effective June 22, 2026.
🚩 Red Flags
- Sudden turnover in the CFO position can sometimes precede financial scrutiny, though the company explicitly denies disagreement.
- Significant cash outflow for severance ($603,750 + bonus) during a leadership transition.
📋 Key Facts
- Nelson Haight is departing as EVP and CFO effective June 22, 2026; he will serve as a Special Advisor until July 3, 2026.
- Haight's severance includes $603,750 payable over 15 months, a prorated 2026 bonus, and $15,500 for healthcare coverage.
- Clinton Roeder appointed as new EVP and CFO effective June 22, 2026; he has 30+ years of experience including roles at PrimeFlight Aviation Services and Nine Energy Services.
- Roeder's compensation includes a $500,000 base salary, a target cash bonus of 75% of base salary, and equity grants valued at approximately $500,000 (30% RSUs/70% PSUs).
- The company stated Haight's departure is not due to any disagreement regarding operations, policies, or practices.
TEAM, Inc. announced the results of its 2026 Annual Meeting of Shareholders held on May 20, 2026. Shareholders approved all five proposals, including an amendment to increase the 2018 Equity Incentive Plan by 250,000 shares and the issuance of common stock underlying the Stellex Warrants below the Minimum Price.
🚩 Red Flags
- Approval of the Stellex Warrant Shares Issuance allows for potential highly dilutive share issuances below the standard NYSE Minimum Price down to the Adjustment Floor.
- Further dilution risk from the addition of 250,000 shares to the 2018 Equity Incentive Plan.
📋 Key Facts
- Shareholders approved Amendment No. 1 to the Second Amendment and Restatement of the Team, Inc. 2018 Equity Incentive Plan, increasing shares available for issuance by 250,000 shares.
- Three Class I directors (Anthony R. Horton, Evan S. Lederman, and K. Niclas Ytterdahl) were re-elected to the Board for terms expiring in 2029.
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Shareholders approved the Stellex Warrant Shares Issuance Proposal pursuant to NYSE Listing Rule 312.03(c), allowing share issuance below the Minimum Price to and including the Adjustment Floor.
Team, Inc. reported its unaudited financial results for the first quarter ended March 31, 2026. The results were disseminated via a press release furnished as Exhibit 99.1.
📋 Key Facts
- The filing reports financial results for the quarter ended March 31, 2026.
- The information was furnished under Item 2.02 (Results of Operations and Financial Condition).
- The report was signed by Nelson M. Haight, Chief Financial Officer, on May 13, 2026.
Team, Inc. announced its unaudited financial results for the fourth quarter ended December 31, 2025, through a press release issued on March 12, 2026.
📋 Key Facts
- The filing reports unaudited financial results for the fiscal quarter ended December 31, 2025.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- The financial information is furnished as Exhibit 99.1.
Team, Inc. announced the departure of CEO Keith Tucker, effective January 31, 2026. The termination was without cause and includes a severance package and a subsequent consulting arrangement.
🚩 Red Flags
- CEO departure can create leadership instability in micro-cap environments.
- Significant cash outflow for severance ($1.125M salary + bonus + $375k consulting fee) during a period of executive transition.
📋 Key Facts
- CEO Keith Tucker departed on January 31, 2026.
- Termination was 'without cause' and not due to disagreements regarding operations or policies.
- Severance includes $1,125,000 in base salary (paid over 18 months) plus an amount equal to the 2025 annual bonus.
- A lump sum of $19,000 will be paid for health and welfare benefits.
- Unvested time-based RSUs will immediately vest; performance share units (PSUs) will continue to vest but are prorated at 78%.
- Mr. Tucker will serve as a consultant for 12 months in exchange for a $375,000 fee.
- Separation is conditioned upon a general release of claims and 24-month non-compete/non-solicitation covenants.
Team, Inc. announced a leadership transition involving the departure of CEO Keith Tucker and the appointment of Gary Hill as the new CEO, effective February 1, 2026.
🚩 Red Flags
- Sudden leadership change (CEO departure), though stated as non-dispute related.
- Significant severance/indemnity provisions mentioned in the offer letter.
📋 Key Facts
- CEO Keith Tucker is departing effective January 31, 2026; departure is not due to any disagreement with the company.
- Gary Hill appointed as CEO effective February 1, 2026.
- New CEO Gary Hill has a base salary of $750,000 and is eligible for an annual cash bonus (target 100%, max 200%).
- Sign-on equity includes RSUs valued at $562,500 (vesting over 3 years) and PSUs valued at $1,312,500.
- Relocation benefits include up to $100,000 for moving costs and $3,000/month for temporary housing for up to 18 months.
Team, Inc. filed an 8-K to announce the dissemination of its unaudited financial results for the third quarter ended September 30, 2025.
📋 Key Facts
- Report date: November 12, 2025
- Reporting period: Third Quarter ended September 30, 2025
- The filing includes a press release (Exhibit 99.1) containing unaudited financial results.
- Information is furnished under Item 2.02 and not filed for purposes of Section 18 liability.
Team, Inc. announced significant board restructuring following a Shareholders Agreement with Stellex Capital Management and InspectionTech Holdings LP. The changes include the appointment of two investor-designated nominees and a shift in the Chairman role.
🚩 Red Flags
- Related-party board appointments: The new directors are designated nominees of investors (Stellex/InspectionTech) per a Shareholders Agreement, indicating significant investor influence over governance.
- Governance shift: Transition from an Executive Chairman to a non-executive Chairman often signals a change in control or restructuring oversight.
📋 Key Facts
- Appointed K. Niclas Ytterdahl (Class I director) and Michael Stewart (Class III director) to the Board, effective October 24, 2025.
- The appointments are mandated by a Shareholders Agreement dated September 11, 2025, with Stellex Capital Management LLC and InspectionTech Holdings LP.
- Michael Stewart will receive no compensation per the Shareholders Agreement; K. Niclas Ytterdahl will receive a $172,500 annual cash retainer.
- Jeffery G. Davis resigned from the Board effective December 31, 2025 (no disagreement reported).
- Michael J. Caliel appointed as non-executive Chairman of the Board.
- Board size increases from seven to nine directors temporarily before decreasing to eight in 2026.
Team, Inc. entered into a $75 million securities purchase agreement with Stellex Capital Management affiliate InspectionTech Holdings LP, involving the issuance of Series B Preferred Stock and significant warrants. The proceeds are primarily being used to repay existing debt obligations totaling approximately $67.9 million.
🚩 Red Flags
- Significant dilution potential via large warrant tranches (Tranche A and B).
- Highly punitive redemption terms: failure to redeem by end of 2030 triggers a return rate increase up to 15% per annum.
- Restrictive covenants in the Certificate of Designation regarding debt, dividends, and business changes.
- Stellex gains significant control via two Board Nominee seats and non-voting observer rights.
📋 Key Facts
- Total consideration for initial equity issuance: $75.0 million.
- Issuance includes 75,000 shares of Series B Preferred Stock ($100.00 par value).
- Warrants issued include 982,371 Tranche A Warrants (exercise price $23.00) and 470,889 Tranche B Warrants (exercise price $50.00).
- Proceeds used to repay $25.0 million of ABL Credit Agreement and ~$42.9 million of Second Lien Term Loan.
- Delayed Draw option: Up to $30.0 million in additional Series B Preferred stock through September 11, 2027.
- Series B Preferred carries a 10.5% annual return rate, compounded quarterly if not paid in cash.
- Redemption rights for holders start December 31, 2030; Company redemption option starts March 11, 2029 at 140% of Initial Stated Value.
Team, Inc. has filed an 8-K to disseminate unaudited financial results for the first quarter ended March 31, 2025 via a press release.
📋 Key Facts
- The filing relates to the dissemination of unaudited financial results for Q1 ended March 31, 2025.
- Results were disseminated on August 12, 2025.
- Financial information is provided in Exhibit 99.1 as a press release.
Team, Inc. filed an amendment to its previous 8-K to correct a disclosure error regarding shareholder voting results. The company had incorrectly reported that a Charter Amendment to change director removal provisions had passed; however, the proposal failed to meet the required two-thirds majority vote and has been rendered null and void via a Certificate of Correction.
🚩 Red Flags
- Reporting error regarding material corporate governance changes (voting results).
- Potential for internal control weaknesses in the disclosure process given the need for a corrective filing shortly after an annual meeting.
📋 Key Facts
- The filing is an Amendment (8-K/A) to an original report filed on June 20, 2025.
- On June 18, 2025, the company incorrectly reported that a Charter Amendment had been approved by shareholders.
- The Charter Amendment sought to delete language in Article VII, Section 5 regarding 'cause' for director removal.
- The proposal failed to achieve the required two-thirds majority of outstanding shares entitled to vote.
- On June 24, 2025, a Certificate of Correction was filed with the Delaware Secretary of State to undo the amendment and restore the original Charter.
- The company's Amended and Restated Certificate of Incorporation remains as it was prior to the failed proposal.
Team, Inc. held its 2025 Annual Meeting of Shareholders on June 18, 2025, where shareholders approved several key items including the election of directors and a charter amendment regarding director removal.
🚩 Red Flags
- The Charter Amendment makes it easier to remove directors by removing the requirement of a felony conviction or judicial adjudication of gross negligence/misconduct to establish 'cause'.
📋 Key Facts
- Annual Meeting held on June 18, 2025.
- Shareholders approved an amendment to the Certificate of Incorporation (Item 3.03) that lowers the threshold for removing directors 'for cause' by deleting specific felony/gross negligence requirements.
- J. Michael Anderson and Jeffery G. Davis were elected to Class III director positions with terms expiring in 2028.
- Shareholders approved advisory compensation for named executive officers (Say-on-Pay) for fiscal year 2025.
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Team, Inc. (TISI) filed an 8-K to announce the dissemination of its unaudited financial results for the first quarter ended March 31, 2025.
📋 Key Facts
- The filing is a standard announcement of Q1 2025 unaudited financial results.
- Results were disseminated via press release on May 12, 2025.
- Financial information was furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 liability.
This is an amendment (8-K/A) to a previously filed 8-K. The purpose of the filing is solely to add inline XBRL tagging to the financial exhibits provided in the original report.
📋 Key Facts
- The filing is an Amendment No. 1 to an Original Form 8-K filed on March 19, 2025.
- The amendment's specific purpose is to add inline XBRL tagging to Item 9.01 of the original report.
- The company disseminated unaudited financial results for Q4 and full year ended December 31, 2024, via press release on March 19, 2025.
- No substantive changes were made to the content of the Original Form 8-K.
Team, Inc. (TISI) has filed an 8-K to announce the dissemination of its unaudited financial results for the fourth quarter and full fiscal year ended December 31, 2024.
📋 Key Facts
- Report date: March 19, 2025
- Reporting period: Fourth quarter and full year ended December 31, 2024
- Nature of filing: Dissemination of unaudited financial results via press release (Exhibit 99.1)
- Exchange: New York Stock Exchange (NYSE)
Team, Inc. has executed a massive debt restructuring involving new first-lien and second-lien term loans totaling approximately $332 million to repay existing obligations and provide liquidity. The financing structure includes high interest rates (up to 14.5% for second lien) and complex PIK (payment-in-kind) provisions tied to leverage ratios.
🚩 Red Flags
- High cost of capital: Second lien interest rates are extremely high (13.5% - 14.5%).
- PIK Interest Risk: The second lien loan requires interest to be paid 'in kind' (increasing principal rather than cash) if leverage ratios exceed certain thresholds, which can lead to a debt spiral.
- Restrictive Covenants: New agreements include strict financial covenants and restrictions on dividends, investments, and additional indebtedness.
- Complex Intercreditor Structure: Multiple layers of debt (ABL, First Lien, Second Lien) with varying priorities and interdependency.
📋 Key Facts
- Entered into a First Lien Term Loan Agreement on March 12, 2025, with HPS Investment Partners, LLC as Agent.
- First Lien Term Loan includes $175M initial tranche and a $50M delayed draw term loan; interest rate is SOFR + 6.50% to 7.00%.
- Entered into Second A&R Second Lien Term Loan Agreement with Cantor Fitzgerald Securities as Agent.
- Second Lien Term Loans total $107,413,198.18, featuring a high interest rate of 13.5% to 14.5%.
- The second lien interest includes PIK (payment-in-kind) provisions if the First Lien Net Leverage Ratio is ≥ 3.50 to 1.00.
- Proceeds used to redeem and repay existing term loans under the 2022 ABL Credit Agreement and Existing A&R Term Loan Agreement.
TEAM, Inc. announced the resignation of André C. Bouchard from his roles as Executive Vice President, Administration, Chief Legal Officer, and Secretary. The departure is effective January 18, 2025.
🚩 Red Flags
- Departure of a high-level executive (Chief Legal Officer) can sometimes precede internal scrutiny, though no disagreement was cited here.
📋 Key Facts
- André C. Bouchard resigned on January 6, 2025.
- Effective date of resignation: January 18, 2025.
- Positions vacated: Executive Vice President, Administration; Chief Legal Officer; and Secretary.
- The company states the resignation was a personal decision to pursue another opportunity.
- No disagreement with the Company regarding operations, policies, or practices was reported.
Team, Inc. announced the dissemination of its unaudited financial results for the third quarter ended September 30, 2024 via a press release.
📋 Key Facts
- Disseminated unaudited Q3 2024 financial results on November 11, 2024.
- The filing is pursuant to Item 2.02 regarding Results of Operations and Financial Condition.
- Financial results are provided in Exhibit 99.1 as a press release.
Team, Inc. entered into two significant debt amendments on September 30, 2024, involving its Term Loan and Asset-Based Lending (ABL) facilities. The company successfully extended the maturity of its ABL Credit Agreement by approximately two years, but introduced new financial covenants and modified interest rate structures.
🚩 Red Flags
- Introduction of a springing financial covenant (Excess Availability > $7.5M) linked to declining coverage ratios, indicating potential liquidity pressure.
- The extension of debt maturity suggests the company is negotiating for more time to address its capital structure or operational cash flow needs.
📋 Key Facts
- Entered into Amendment No. 5 to ABL Credit Agreement on September 30, 2024.
- Extended ABL Credit Agreement maturity date from August 11, 2025, to September 30, 2027.
- Introduced a 'springing' financial covenant requiring Excess Availability to remain above $7.5 million if the Consolidated Fixed Charge Coverage Ratio falls below specific thresholds (0.85x through Dec 2024; 1.00x thereafter).
- Modified interest rate margins for Delayed Draw Term Loans and Revolving Credit Loans, shifting some from flat rates to EBITDA-based or availability-based structures.
- Amended definitions of 'Borrowing Base' and 'Consolidated Fixed Charge Coverage Ratio' to expand availability under the Revolving Credit Facility.
Team, Inc. announced the dissemination of its unaudited financial results for the second quarter ended June 30, 2024 via a press release.
📋 Key Facts
- Disseminated unaudited financial results for Q2 ended June 30, 2024 on August 8, 2024.
- Results were released via Exhibit 99.1 (Press Release).
- The filing is pursuant to Item 2.02 regarding Results of Operations and Financial Condition.
Team, Inc. held its 2024 Annual Meeting of Shareholders on May 22, 2024. Shareholders approved all four proposals, including the election of three directors and the ratification of KPMG LLP as independent auditors.
📋 Key Facts
- Annual Meeting held on May 22, 2024.
- Three Class II directors (Michael J. Caliel, Pamela J. McGinnis, Edward J. Stenger) were re-elected to three-year terms expiring in 2027.
- Shareholders approved advisory compensation for named executive officers for FY2024.
- The second amendment and restatement of the 2018 Equity Incentive Plan was approved.
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
Team, Inc. issued an 8-K to furnish an investor presentation and recording regarding its Q1 2024 results and long-term strategic vision.
📋 Key Facts
- Company released a press release on May 21, 2024, containing an investor presentation.
- The presentation covers first quarter 2024 financial results.
- The filing includes discussion of the company's long-term strategic and financial vision.
- Information was furnished under Item 7.01 (Regulation FD Disclosure).
Team, Inc. filed an 8-K to disseminate its unaudited financial results for the first quarter ended March 31, 2024 via a press release.
📋 Key Facts
- Report date: May 14, 2024
- Reporting period: First Quarter ended March 31, 2024
- The filing contains unaudited financial results furnished as Exhibit 99.1.
- Information is furnished under Item 2.02 and not filed for purposes of Section 18 liability.
Team, Inc. announced the appointment of Pamela J. McGinnis to its Board of Directors and a modification to the severance benefits for CFO Nelson M. Haight.
🚩 Red Flags
- Modification of executive severance packages can sometimes precede leadership turnover, though not explicitly stated here.
📋 Key Facts
- Pamela J. McGinnis appointed as Class II director effective April 3, 2024.
- Board size increased from six to seven directors due to new appointment.
- Ms. McGinnis will serve on the Compensation Committee and receives a $172,500 annual cash retainer.
- CFO Nelson M. Haight's severance benefits were modified: involuntary termination coverage increased from 12 to 15 months; change of control lump sum increased from 24 to 30 months.
Team, Inc. received a notice from the NYSE stating it is non-compliant with continued listing standards due to failing to meet minimum global market capitalization and shareholders' equity requirements.
🚩 Red Flags
- Delisting notice from NYSE (Rule 802.01B).
- Failure to meet minimum market capitalization requirements.
- Failure to meet minimum shareholders' equity requirements.
- Forward-looking statements explicitly mention risks regarding 'ability to continue as a going concern' and 'liquidity and ability to obtain additional financing'.
📋 Key Facts
- Received written notice from NYSE on March 14, 2024.
- Non-compliance triggered by average global market cap < $50M and last reported shareholders' equity < $50M over a 30-day period.
- The company has 45 days to submit a plan to the NYSE to restore compliance within 12 months.
- Current listing on NYSE remains active during the cure period; no immediate default under material debt or other agreements.
Team, Inc. disseminated a press release announcing unaudited financial results for the fourth quarter and full year ended December 31, 2023.
📋 Key Facts
- Report date: March 7, 2024
- Reporting period: Fourth quarter and full year ended December 31, 2023
- The results provided in the press release are unaudited
- Information is furnished under Item 2.02 and not filed for purposes of Section 18 liability