{"filing":{"accession_number":"0002048951-26-000020","cik":"0002048951","ticker":"LOKVU","company_name":"Teamshares Inc","form":"8-K","filing_date":"2026-09-23","report_date":"2026-09-23","primary_document":"tms-20260923.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2048951/000204895126000020/tms-20260923.htm"},"events":[{"id":34606,"run_id":31846,"accession_number":"0002048951-26-000020","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.88,"summary":"Teamshares issued $225 million in Series A Preferred Stock on September 23, 2026, structured as perpetual, non-voting, non-convertible preferred equity with a 16.0%-18.0% annual dividend rate and specified redemption terms. Although technically preferred equity, the instrument functions as a fixed-obligation financing vehicle with mandatory dividend payments and debt-like characteristics, subordinated to senior debt and characterized by the company as 'non-dilutive capital' for funding acquisitions.","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-09-23","form":"8-K","submitted_at":null,"items":[{"id":38377,"accession_number":"0002048951-26-000020","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Teamshares issued $225 million in Series A Preferred Stock on September 23, 2026, creating a new direct financial obligation with a 16.0% dividend rate and specified redemption terms. Although structured as preferred equity rather than traditional debt, the instrument functions as a fixed-obligation financing vehicle subordinated to senior debt, with mandatory dividend payments and redemption rights—characteristics that align with debt_issuance rather than dilutive_issuance (which applies to convertible or common equity). The non-convertible, non-voting structure and the company's stated rationale of \"non-dilutive capital\" further support classification as a debt-like obligation rather than equity dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38378,"accession_number":"0002048951-26-000020","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Teamshares closed a $225 million issuance of Series A Preferred Stock to accounts advised by T. Rowe Price Investment Management in a transaction exempt from registration under Section 4(a)(2), Rule 506(b), and/or Regulation S. Although the preferred stock is non-convertible and non-voting, it represents a material unregistered equity issuance that increases the company's capital structure and is disclosed under Item 3.02. The press release emphasizes this as a significant capital raise to fund acquisitions, making it a material financing event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38379,"accession_number":"0002048951-26-000020","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Teamshares closed a $225 million preferred equity investment structured as Series A perpetual, non-voting, non-convertible preferred stock. While the instrument is non-convertible and non-voting (preserving common equity ownership), it represents a material issuance of new securities that dilutes the capital structure and affects security holders' rights. The filing explicitly addresses \"Material Modification to Rights of Security Holders\" under Item 3.03, and the press release emphasizes the non-dilutive nature of the preferred structure relative to common equity, indicating this is a significant capital event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38380,"accession_number":"0002048951-26-000020","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"The filing discloses an amendment to the Company's articles of incorporation through the filing of a Certificate of Designations creating a new class of preferred stock (Series A Preferred Stock). While this is technically a governance/structural matter under Item 5.03, the substance is inseparable from the $225 million preferred equity investment disclosed in Item 1.01. The Certificate of Designations establishes the rights, preferences, and restrictions of the new preferred shares, including dividend rates (16.0%-18.0% per annum), liquidation preferences, redemption terms, and negative covenants. This is material to investors as it affects capital structure, dilution, and financial obligations, but the primary event is the capital raise itself rather than a pure governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38381,"accession_number":"0002048951-26-000020","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Teamshares closed a $225 million Series A perpetual preferred equity investment, structured as non-voting, non-convertible preferred stock. While technically equity, the instrument functions as a fixed-income obligation with a 16.0% annual dividend rate, redemption rights, and subordination to senior debt—characteristics more aligned with debt financing. The press release emphasizes this as \"non-dilutive capital\" for acquisitions and describes it as part of the company's \"blended cost of capital\" alongside senior debt, supporting classification as a debt-like financial obligation rather than equity issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":38377,"accession_number":"0002048951-26-000020","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Teamshares issued $225 million in Series A Preferred Stock on September 23, 2026, creating a new direct financial obligation with a 16.0% dividend rate and specified redemption terms. Although structured as preferred equity rather than traditional debt, the instrument functions as a fixed-obligation financing vehicle subordinated to senior debt, with mandatory dividend payments and redemption rights—characteristics that align with debt_issuance rather than dilutive_issuance (which applies to convertible or common equity). The non-convertible, non-voting structure and the company's stated rationale of \"non-dilutive capital\" further support classification as a debt-like obligation rather than equity dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-09-23"},{"id":38378,"accession_number":"0002048951-26-000020","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Teamshares closed a $225 million issuance of Series A Preferred Stock to accounts advised by T. Rowe Price Investment Management in a transaction exempt from registration under Section 4(a)(2), Rule 506(b), and/or Regulation S. Although the preferred stock is non-convertible and non-voting, it represents a material unregistered equity issuance that increases the company's capital structure and is disclosed under Item 3.02. The press release emphasizes this as a significant capital raise to fund acquisitions, making it a material financing event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-09-23"},{"id":38379,"accession_number":"0002048951-26-000020","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Teamshares closed a $225 million preferred equity investment structured as Series A perpetual, non-voting, non-convertible preferred stock. While the instrument is non-convertible and non-voting (preserving common equity ownership), it represents a material issuance of new securities that dilutes the capital structure and affects security holders' rights. The filing explicitly addresses \"Material Modification to Rights of Security Holders\" under Item 3.03, and the press release emphasizes the non-dilutive nature of the preferred structure relative to common equity, indicating this is a significant capital event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-09-23"},{"id":38380,"accession_number":"0002048951-26-000020","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"The filing discloses an amendment to the Company's articles of incorporation through the filing of a Certificate of Designations creating a new class of preferred stock (Series A Preferred Stock). While this is technically a governance/structural matter under Item 5.03, the substance is inseparable from the $225 million preferred equity investment disclosed in Item 1.01. The Certificate of Designations establishes the rights, preferences, and restrictions of the new preferred shares, including dividend rates (16.0%-18.0% per annum), liquidation preferences, redemption terms, and negative covenants. This is material to investors as it affects capital structure, dilution, and financial obligations, but the primary event is the capital raise itself rather than a pure governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-09-23"},{"id":38381,"accession_number":"0002048951-26-000020","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Teamshares closed a $225 million Series A perpetual preferred equity investment, structured as non-voting, non-convertible preferred stock. While technically equity, the instrument functions as a fixed-income obligation with a 16.0% annual dividend rate, redemption rights, and subordination to senior debt—characteristics more aligned with debt financing. The press release emphasizes this as \"non-dilutive capital\" for acquisitions and describes it as part of the company's \"blended cost of capital\" alongside senior debt, supporting classification as a debt-like financial obligation rather than equity issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:29:17.327923+00:00","company_name":"Teamshares Inc","ticker":"LOKVU","filing_date":"2026-09-23"}]}