Business Context and Reporting Period
This Form 8-K is a current report filed by TEAM, Inc. on February 6, 2026. The filing discloses the formalization of the departure of Keith Tucker, the Company's Chief Executive Officer, effective January 31, 2026. The report details the terms of the separation agreement and consulting arrangement entered into on February 6, 2026.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained within this document is limited to the specific compensation and severance amounts associated with the CEO's departure:
- Severance Payment: $1,125,000 (18 months of base salary), payable in equal installments over 18 months.
- Prorated Bonus: Cash amount equal to the 2025 annual bonus had the CEO remained employed, payable at the standard bonus payout time.
- Health Benefits: $19,000 lump sum payment.
- Consulting Fee: $375,000 for a 12-month consulting period.
- Equity Vesting: Immediate vesting of unvested time-based restricted stock units (RSUs). Performance share units (PSUs) remain outstanding with payouts prorated at 78% of the units that would vest based on performance criteria.
Material Changes
The primary material change reported is the termination of the Chief Executive Officer without cause. This event triggers the immediate vesting of specific equity awards and the commencement of a structured severance and consulting arrangement. The filing explicitly states the departure was not the result of any disagreement regarding the Company's operations, policies, or practices.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, financial outlook, or management commentary regarding future business performance. Key contingencies and risks associated with this event include:
- Condition Precedent: All separation benefits and the consulting fee are conditioned upon the effectiveness of a general release of claims by Mr. Tucker and his continued compliance with restrictive covenants.
- Restrictive Covenants: Mr. Tucker is subject to non-competition and non-solicitation covenants for a 24-month period following his termination.
- Consulting Role: Mr. Tucker will serve as a consultant for 12 months post-departure.
Investor Verification Checklist
- Verify the total cash outflow impact of the severance ($1,125,000) and consulting fee ($375,000) on the Company's near-term cash flow.
- Confirm the specific value of the 2025 annual bonus component, as the exact dollar amount is not disclosed in this filing.
- Review the full text of the Severance and Consulting Agreement (Exhibit 10.1) for detailed terms regarding the 78% proration of performance share units.
- Monitor the appointment of a new Chief Executive Officer or interim leadership structure, which is not detailed in this specific filing.
- Assess the potential impact of the 24-month non-compete clause on the Company's competitive landscape.