TMS · Teamshares Inc

Represents securities received as part of the Issuer's business combination (the "Merger"), in connection with the Agreement and Plan of Merger, dated November 14, 2025, as amended (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), the Reporting Person, Teamshares Inc. and the other parties thereto.

As contemplated in the Merger Agreement, the Issuer's Class B Ordinary Shares converted into shares of Class B Common Stock pursuant to the domestication of the Issuer from a Cayman Islands company to a Delaware corporation, and subsequently converted into shares of Common Stock in connection with the closing of the Merger.

Reflects 524,783 shares that were forfeited by the Reporting Person to the Issuer for no consideration pursuant to the Sponsor Letter Agreement, which was exempt from reporting pursuant to Rule 16a-4(d).

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option is fully vested and exercisable.

Pursuant to the terms of the Merger Agreement, reflects "bonus shares" acquired from the Sponsor pursuant to certain investment agreements. The Sponsor issued the Issuer's former Class B Ordinary Shares, which converted into shares of Class B Common Stock pursuant to the domestication of the Issuer from a Cayman Islands company to a Delaware corporation, and subsequently converted into shares of Common Stock in connection with the closing of the Merger, as contemplated in the Merger Agreement.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option is fully vested and exercisable.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option will vest as to 25% of the underlying shares on September 1, 2026 and will vest thereafter in 36 substantially equal monthly installments.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option vested as to 25% of the underlying shares on August 1, 2024 and will vest thereafter in 36 substantially equal monthly installments.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option is fully vested and exercisable.

Represents securities received as part of the Issuer's business combination (the "Merger"), in connection with the Agreement and Plan of Merger, dated November 14, 2025, as amended (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), the Reporting Person, Teamshares Inc. and the other parties thereto.

As contemplated in the Merger Agreement, the Issuer's Class B Ordinary Shares converted into shares of Class B Common Stock pursuant to the domestication of the Issuer from a Cayman Islands company to a Delaware corporation, and subsequently converted into shares of Common Stock in connection with the closing of the Merger.

1,150,000 shares are subject to forfeiture if certain stock price thresholds are not achieved, and 524,781 shares are subject to forfeiture as detailed in the Sponsor Letter Agreement, dated November 14, 2025, between the Issuer (formerly known as Live Oak Acquisition Corp. V) and the Reporting Person (the "Sponsor Letter Agreement").

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option is fully vested and exercisable.

Represents securities received as part of the Issuer's business combination (the "Merger"), in connection with the Agreement and Plan of Merger, dated November 14, 2025, as amended (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Live Oak Sponsor V, LLC (the "Sponsor"), Teamshares Inc. and the other parties thereto.

As contemplated in the Merger Agreement, the Issuer's Class B Ordinary Shares converted into shares of Class B Common Stock pursuant to the domestication of the Issuer from a Cayman Islands company to a Delaware corporation, and subsequently converted into shares of Common Stock in connection with the closing of the Merger.

The securities reported herein are held of record by the Sponsor. The Reporting Person is the managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. As such, the Reporting Person may be deemed to have beneficial ownership of the securities held of record by the Sponsor. The Reporting Person disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option vested as to 25% of the underlying shares on August 29, 2023 and will vest thereafter in 36 substantially equal monthly installments.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option is fully vested and exercisable.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option will vest as to 25% of the underlying shares on September 1, 2026 and will vest thereafter in 36 substantially equal monthly installments.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option vested as to 25% of the underlying shares on November 1, 2024 and will vest thereafter in 36 substantially equal monthly installments.

Represents securities received as part of the Issuer's business combination (the "Merger"), in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC (the "Sponsor"), Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement.

Represents securities received as part of the Issuer's business combination (the "Merger"), in connection with the Agreement and Plan of Merger, dated November 14, 2025, as amended (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Live Oak Sponsor V, LLC (the "Sponsor"), Teamshares Inc. and the other parties thereto.

As contemplated in the Merger Agreement, the Issuer's Class B Ordinary Shares converted into shares of Class B Common Stock pursuant to the domestication of the Issuer from a Cayman Islands company to a Delaware corporation, and subsequently converted into shares of Common Stock in connection with the closing of the Merger.

Reflects 524,783 shares that were forfeited by the Sponsor to the Issuer for no consideration pursuant to the Sponsor Letter Agreement, which was exempt from reporting pursuant to Rule 16a-4(d).

The securities reported herein are held of record by the Sponsor. The Reporting Person is the managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. As such, the Reporting Person may be deemed to have beneficial ownership of the securities held of record by the Sponsor. The Reporting Person disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

Represents securities received as part of the Issuer's business combination (the "Merger"), in connection with the Agreement and Plan of Merger, dated November 14, 2025, as amended (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), the Reporting Person, Teamshares Inc. and the other parties thereto.

As contemplated in the Merger Agreement, the Issuer's Class B Ordinary Shares converted into shares of Class B Common Stock pursuant to the domestication of the Issuer from a Cayman Islands company to a Delaware corporation, and subsequently converted into shares of Common Stock in connection with the closing of the Merger.

Reflects 524,783 shares that were forfeited by the Reporting Person to the Issuer for no consideration pursuant to the Sponsor Letter Agreement, which was exempt from reporting pursuant to Rule 16a-4(d).

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option will vest as to 25% of the underlying shares on September 1, 2026 and will vest thereafter in 36 substantially equal monthly installments.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

Represents securities received as part of the Issuer's business combination (the "Merger"), in connection with the Agreement and Plan of Merger, dated November 14, 2025, as amended (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Live Oak Sponsor V, LLC (the "Sponsor"), Teamshares Inc. and the other parties thereto.

As contemplated in the Merger Agreement, the Issuer's Class B Ordinary Shares converted into shares of Class B Common Stock pursuant to the domestication of the Issuer from a Cayman Islands company to a Delaware corporation, and subsequently converted into shares of Common Stock in connection with the closing of the Merger.

1,150,000 shares are subject to forfeiture if certain stock price thresholds are not achieved, and 524,781 shares are subject to forfeiture as detailed in the Sponsor Letter Agreement, dated November 14, 2025, between the Issuer (formerly known as Live Oak Acquisition Corp. V) and the Sponsor (the "Sponsor Letter Agreement").

The securities reported herein are held of record by the Sponsor. The Reporting Person is the managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. As such, the Reporting Person may be deemed to have beneficial ownership of the securities held of record by the Sponsor. The Reporting Person disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

Represents securities received as part of the Issuer's business combination, in connection with an Agreement and Plan of Merger, dated as of November 14, 2025, as amended and supplemented from time to time (the "Merger Agreement"), by and among the Issuer (formerly known as Live Oak Acquisition Corp. V), Catalyst Sub Inc., Catalyst Sub 2 LLC, Live Oak Sponsor V, LLC, Teamshares Inc. ("Legacy Teamshares") and Brian Gaebe, as the representative of the Legacy Teamshare holders entitled to receive earnout shares, pursuant to which the common stock of Legacy Teamshares automatically converted into newly issued shares of Common Stock, pursuant to the terms of the Merger Agreement. In addition, each Legacy Teamshares stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement.

The stock option is fully vested and exercisable.

Pursuant to certain Non-Redemption Agreements among the Sponsor and certain investors, the Sponsor transferred an aggregate of 37,136 Class B ordinary shares, par value $0.0001 per share (the "Class B Shares"), to such investors, in connection with the closing of the Issuer's business combination (the "Closing") with Teamshares Inc. ("Teamshares").

Pursuant to certain Share Transfer Agreements among the Sponsor and certain SAFE investors of Teamshares, the Sponsor transferred an aggregate of 63,300 Class B Shares to such investors, in connection with the Closing.

As described in the Issuer's registration statement on Form S-1 (File No. 333-284207) under the heading "Description of Securities--Founder Shares," the Class B Shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B Shares have no expiration date.

Pursuant to certain Non-Redemption Agreements among the Sponsor and certain investors, the Sponsor transferred an aggregate of 37,136 Class B ordinary shares, par value $0.0001 per share (the "Class B Shares"), to such investors, in connection with the closing of the Issuer's business combination (the "Closing") with Teamshares Inc. ("Teamshares").

As described in the Issuer's registration statement on Form S-1 (File No. 333-284207) under the heading "Description of Securities--Founder Shares," the Class B Shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B Shares have no expiration date.