# Team (TISI) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 10, 2026, 5:31 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0000318833-26-000054
- OpenCapital page: https://www.opencapital.sh/filings/0000318833-26-000054
- Markdown URL: https://www.opencapital.sh/filings/0000318833-26-000054.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/0000318833-26-000054-index.htm

## Filing documents

- [10-Q (tisi-20260630.htm)](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-20260630.htm)
- [EX-10.4 (teamrsufullawardformjune20.htm)](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/teamrsufullawardformjune20.htm)
- [EX-10.5 (teampsuagreementformjune20.htm)](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/teampsuagreementformjune20.htm)
- [EX-31.1 (tisi-06302026ex311.htm)](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex311.htm)
- [EX-31.2 (tisi-06302026ex312.htm)](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex312.htm)
- [EX-31.3 (tisi-06302026ex313.htm)](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex313.htm)
- [EX-32.1 (tisi-06302026ex321.htm)](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex321.htm)
- [EX-32.2 (tisi-06302026ex322.htm)](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex322.htm)
- [EX-32.3 (tisi-06302026ex323.htm)](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex323.htm)

---

## 10-Q

SEC source: [tisi-20260630.htm](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-20260630.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

### FORM 10-Q

(Mark One)

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-08604

### TEAM, INC.

_(Exact Name of Registrant as Specified in Its Charter)_

|  |  |
| --- | --- |
| Delaware | 74-1765729 |
| (State or Other Jurisdiction ofIncorporation or Organization) | (I.R.S. EmployerIdentification No.) |
| 13131 Dairy Ashford, Suite 600, Sugar Land, Texas | 77478 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (281) 331-6154 |  |
| (Registrant’s Telephone Number, Including Area Code) |  |
| None |  |
| (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |  |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.30 par value TISI New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer x Smaller reporting company x

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The Registrant had 4,583,209 shares of common stock, par value $0.30, outstanding as of August 6, 2026.

INDEX

Page No.

[PART I—FINANCIAL INFORMATION](#i7b93f58188da46089de4a0367e123d3a_10) [1](#i7b93f58188da46089de4a0367e123d3a_10)

[ITEM 1.](#i7b93f58188da46089de4a0367e123d3a_13) [Financial Statements](#i7b93f58188da46089de4a0367e123d3a_16) [2](#i7b93f58188da46089de4a0367e123d3a_16)

[Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025](tisi-20260630.htm#i7b93f58188da46089de4a0367e123d3a_16) [2](#i7b93f58188da46089de4a0367e123d3a_16)

[Unaudited Condensed Consolidated Statements of Operations for the](#i7b93f58188da46089de4a0367e123d3a_22)[Three and](#i7b93f58188da46089de4a0367e123d3a_22)[Six Months Ended June 30, 2026 and 2025](#i7b93f58188da46089de4a0367e123d3a_22) [3](#i7b93f58188da46089de4a0367e123d3a_22)

[Unaudited Condensed Consolidated Statements of Comprehensive](#i7b93f58188da46089de4a0367e123d3a_25)[Inco](#i7b93f58188da46089de4a0367e123d3a_25)[me (](#i7b93f58188da46089de4a0367e123d3a_25)[Loss](#i7b93f58188da46089de4a0367e123d3a_25)[)](#i7b93f58188da46089de4a0367e123d3a_25)[for the](#i7b93f58188da46089de4a0367e123d3a_25)[T](#i7b93f58188da46089de4a0367e123d3a_25)[hree and](#i7b93f58188da46089de4a0367e123d3a_25)[Six Months Ended June 30, 2026 and 2025](#i7b93f58188da46089de4a0367e123d3a_25) [4](#i7b93f58188da46089de4a0367e123d3a_25)

[Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the](#i7b93f58188da46089de4a0367e123d3a_28)[Three and](#i7b93f58188da46089de4a0367e123d3a_28)[Six Months Ended June 30, 2026 and 2025](#i7b93f58188da46089de4a0367e123d3a_28) [5](#i7b93f58188da46089de4a0367e123d3a_28)

[Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025](#i7b93f58188da46089de4a0367e123d3a_31) [6](#i7b93f58188da46089de4a0367e123d3a_31)

[Notes to Unaudited Condensed Consolidated Financial Statements](#i7b93f58188da46089de4a0367e123d3a_34) [7](#i7b93f58188da46089de4a0367e123d3a_34)

[ITEM 2.](#i7b93f58188da46089de4a0367e123d3a_109) [Management’s Discussion and Analysis of Financial Condition and Results of Operations](tisi-20260630.htm#i7b93f58188da46089de4a0367e123d3a_112) [22](#i7b93f58188da46089de4a0367e123d3a_109)

[ITEM 3.](#i7b93f58188da46089de4a0367e123d3a_190) [Quantitative and Qualitative Disclosures About Market Risk](#i7b93f58188da46089de4a0367e123d3a_190) [33](#i7b93f58188da46089de4a0367e123d3a_190)

[ITEM 4.](#i7b93f58188da46089de4a0367e123d3a_193) [Controls and Procedures](#i7b93f58188da46089de4a0367e123d3a_193) [33](#i7b93f58188da46089de4a0367e123d3a_193)

[PART II—OTHER INFORMATION](#i7b93f58188da46089de4a0367e123d3a_196) [34](#i7b93f58188da46089de4a0367e123d3a_199)

[ITEM 1.](#i7b93f58188da46089de4a0367e123d3a_199) [Legal Proceedings](#i7b93f58188da46089de4a0367e123d3a_199) [34](#i7b93f58188da46089de4a0367e123d3a_199)

[ITEM 1A.](#i7b93f58188da46089de4a0367e123d3a_202) [Risk Factors](#i7b93f58188da46089de4a0367e123d3a_202) [34](#i7b93f58188da46089de4a0367e123d3a_202)

[ITEM 2.](#i7b93f58188da46089de4a0367e123d3a_205) [Unregistered Sales of Equity Securities and Use of Proceeds](#i7b93f58188da46089de4a0367e123d3a_205) [34](#i7b93f58188da46089de4a0367e123d3a_205)

[ITEM 3.](#i7b93f58188da46089de4a0367e123d3a_208) [Defaults Upon Senior Securities](#i7b93f58188da46089de4a0367e123d3a_208) [34](#i7b93f58188da46089de4a0367e123d3a_208)

[ITEM 4.](#i7b93f58188da46089de4a0367e123d3a_211) [Mine Safety Disclosures](#i7b93f58188da46089de4a0367e123d3a_211) [34](#i7b93f58188da46089de4a0367e123d3a_211)

[ITEM 5.](#i7b93f58188da46089de4a0367e123d3a_214) [Other Information](#i7b93f58188da46089de4a0367e123d3a_214) [34](#i7b93f58188da46089de4a0367e123d3a_214)

[ITEM 6.](#i7b93f58188da46089de4a0367e123d3a_217) [Exhibits](#i7b93f58188da46089de4a0367e123d3a_217) [35](#i7b93f58188da46089de4a0367e123d3a_217)

[SIGNATURES](#i7b93f58188da46089de4a0367e123d3a_220) [37](#i7b93f58188da46089de4a0367e123d3a_220)

## Item 1. Financial Statements

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
TEAM, INC. AND SUBSIDIARIES

### CONDENSED CONSOLIDATED BALANCE SHEETS

_(in thousands, except share and per share data)_

| ASSETS | June 30, 2026 / (unaudited) | December 31, 2025 |
| --- | --- | --- |
| Current assets: |  |  |
| Cash and cash equivalents | $25,984 | $18,145 |
| Accounts receivable, net of allowance of $4,697 and $4,585, respectively | 193,798 | 177,884 |
| Inventory | 42,411 | 41,384 |
| Income tax receivable | 189 | 1,042 |
| Prepaid expenses and other current assets | 28,801 | 27,950 |
| Total current assets | 291,183 | 266,405 |
| Property, plant and equipment, net | 106,495 | 110,628 |
| Intangible assets, net | 31,591 | 37,849 |
| Operating lease right-of-use assets | 47,345 | 49,849 |
| Defined benefit pension asset | 5,285 | 5,144 |
| Other assets, net | 14,206 | 14,044 |
| Deferred tax asset | 2,656 | 1,534 |
| Total assets | $498,761 | $485,453 |
| LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) |  |  |
| Current liabilities: |  |  |
| Current portion of long-term debt and finance lease obligations | $4,070 | $3,858 |
| Current portion of operating lease obligations | 16,777 | 16,476 |
| Accounts payable | 38,429 | 42,010 |
| Other accrued liabilities | 65,574 | 56,724 |
| Income tax payable | 2,106 | 987 |
| Total current liabilities | 126,956 | 120,055 |
| Long-term debt and finance lease obligations | 322,201 | 293,343 |
| Operating lease obligations | 32,970 | 35,910 |
| Deferred tax liabilities | 4,595 | 4,984 |
| Other long-term liabilities | 3,902 | 3,691 |
| Total liabilities | 490,624 | 457,983 |
| Commitments and contingencies |  |  |
| Redeemable preferred stock, par value $100.00 per share, 75,000 shares issued and outstanding at June 30, 2026 and December 31, 2025 | 57,838 | 51,951 |
| Shareholders’ equity (deficit): |  |  |
| Preferred stock, 500,000 shares authorized, 75,000 shares (included in redeemable preferred stock) issued and outstanding at June 30, 2026 and December 31, 2025 | — | — |
| Common stock, par value $0.30 per share, 12,000,000 shares authorized; 4,571,382 and 4,532,240 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | 1,371 | 1,360 |
| Additional paid-in capital | 471,036 | 475,829 |
| Accumulated deficit | (483,022) | (464,877) |
| Accumulated other comprehensive loss | (39,086) | (36,793) |
| Total shareholders’ equity (deficit) | (49,701) | (24,481) |
| Total liabilities, redeemable preferred stock and shareholders’ equity (deficit) | $498,761 | $485,453 |

See accompanying notes to unaudited condensed consolidated financial statements.

**TEAM, INC. AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

_(in thousands, except per share data) · (Unaudited)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenues | $228,678 | $248,026 | $443,734 | $446,681 |
| Operating expenses | 171,288 | 176,825 | 333,200 | 325,112 |
| Depreciation and amortization | 2,994 | 3,112 | 5,983 | 6,214 |
| Gross margin | 54,396 | 68,089 | 104,551 | 115,355 |
| Selling, general and administrative expenses | 46,751 | 50,571 | 94,813 | 98,540 |
| Depreciation and amortization | 5,472 | 5,415 | 10,936 | 10,715 |
| Operating income (loss) | 2,173 | 12,103 | (1,198) | 6,100 |
| Interest expense, net | (9,280) | (11,896) | (18,162) | (23,332) |
| Loss on debt extinguishment | — | — | — | (11,853) |
| Other income (expense), net | 193 | (3,490) | 1,118 | (3,694) |
| Loss before income taxes | (6,914) | (3,283) | (18,242) | (32,779) |
| Benefit (provision) for income taxes | 102 | (983) | 97 | (1,205) |
| Net loss | $(6,812) | $(4,266) | $(18,145) | $(33,984) |
| Dividend and accretion to redemption value on redeemable preferred stock | (3,006) | — | (5,880) | — |
| Net loss attributable to common shareholders | $(9,818) | $(4,266) | $(24,025) | $(33,984) |
| Loss per common share: |  |  |  |  |
| Basic and diluted | $(2.15) | $(0.95) | $(5.26) | $(7.56) |
| Weighted-average number of shares outstanding: |  |  |  |  |
| Basic and diluted | 4,571 | 4,494 | 4,565 | 4,494 |

See accompanying notes to unaudited condensed consolidated financial statements.

TEAM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net loss | $(6,812) | $(4,266) | $(18,145) | $(33,984) |
| Other comprehensive income (loss) before tax: |  |  |  |  |
| Foreign currency translation adjustment | (820) | 7,012 | (2,426) | 9,027 |
| Defined benefit pension plans: |  |  |  |  |
| Amortization of prior service cost | 8 | 8 | 16 | 16 |
| Amortization of net actuarial loss | 109 | 94 | 219 | 181 |
| Other comprehensive income (loss) before tax | (703) | 7,114 | (2,191) | 9,224 |
| Tax provision attributable to other comprehensive income (loss) | (73) | (108) | (102) | (152) |
| Other comprehensive income (loss), net of tax | (776) | 7,006 | (2,293) | 9,072 |
| Total comprehensive income (loss) | $(7,588) | $2,740 | $(20,438) | $(24,912) |

See accompanying notes to unaudited condensed consolidated financial statements.

**TEAM, INC. AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

_(in thousands) · (Unaudited)_

| Line item |  |  | Accumulated Other Comprehensive Loss |  |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | $1,360 | $475,829 | $(464,877) | $(24,481) |
| Net loss | — | — | (11,333) | (11,333) |
| Dividend and accretion to redemption value on redeemable preferred stock | — | (2,874) | — | (2,874) |
| Net settlement of vested stock awards | 11 | (179) | — | (168) |
| Foreign currency translation adjustment, net of tax | — | — | — | (1,635) |
| Defined benefit pension plans, net of tax | — | — | — | 118 |
| Non-cash compensation | — | 954 | — | 954 |
| Balance at March 31, 2026 | $1,371 | $473,730 | $(476,210) | $(39,419) |
| Net loss | — | — | (6,812) | (6,812) |
| Dividend and accretion to redemption value on redeemable preferred stock | — | (3,006) | — | (3,006) |
| Foreign currency translation adjustment, net of tax | — | — | — | (893) |
| Defined benefit pension plans, net of tax | — | — | — | 117 |
| Non-cash compensation | — | 312 | — | 312 |
| Balance at June 30, 2026 | $1,371 | $471,036 | $(483,022) | $(49,701) |
| Balance at December 31, 2024 | $1,348 | $460,186 | $(415,667) | $1,738 |
| Net loss | — | — | (29,718) | (29,718) |
| Foreign currency translation adjustment, net of tax | — | — | — | 1,971 |
| Defined benefit pension plans, net of tax | — | — | — | 95 |
| Non-cash compensation | — | (53) | — | (53) |
| Balance at March 31, 2025 | $1,348 | $460,133 | $(445,385) | $(25,967) |
| Net loss | — | — | (4,266) | (4,266) |
| Net settlement of vested stock awards | 2 | (65) | — | (63) |
| Foreign currency translation adjustment, net of tax | — | — | — | 6,904 |
| Defined benefit pension plans, net of tax | — | — | — | 102 |
| Non-cash compensation | — | 366 | — | 366 |
| Balance at June 30, 2025 | 1,350 | 460,434 | (449,651) | (22,924) |

See accompanying notes to unaudited condensed consolidated financial statements.

**TEAM, INC. AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

_(in thousands) · (Unaudited)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net loss | $(18,145) | $(33,984) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |  |
| Depreciation and amortization | 16,919 | 16,929 |
| Loss on debt extinguishment | — | 11,853 |
| Amortization of debt issuance costs, debt discounts, and deferred financing costs | 2,284 | 2,608 |
| Paid-in-kind (“PIK”) interest | 4,337 | 6,541 |
| Allowance for credit losses | 379 | 788 |
| Foreign currency loss (gain) | (1,290) | 3,749 |
| Deferred income taxes | (1,616) | (851) |
| Non-cash compensation cost | 1,266 | 313 |
| Other, net | 150 | 7 |
| Changes in operating assets and liabilities: |  |  |
| Accounts receivable | (17,334) | (31,187) |
| Inventory | (1,076) | (2,663) |
| Prepaid expenses and other assets | (2,327) | 161 |
| Accounts payable | (3,352) | (1,486) |
| Other accrued liabilities | 9,395 | (4,999) |
| Income taxes | 1,995 | 216 |
| Net cash used in operating activities | (8,415) | (32,005) |
| Cash flows from investing activities: |  |  |
| Capital expenditures | (6,406) | (4,316) |
| Proceeds from disposal of assets | 31 | — |
| Net cash used in investing activities | (6,375) | (4,316) |
| Cash flows from financing activities: |  |  |
| Borrowings under Revolving Credit Loans | 152,500 | 37,000 |
| Payments under Revolving Credit Loans | (127,800) | (17,018) |
| Payments under Corre Delayed Draw Term Loan | — | (35,700) |
| Payments under Corre Uptiered Loan | — | (55,894) |
| Borrowings under First Lien Term Loan | — | 175,000 |
| Payments under First Lien Term Loan | (875) | (438) |
| Payments under ME/RE Loans | — | (23,427) |
| Payments under Corre Incremental Term Loan | — | (48,015) |
| Payments for debt issuance costs | — | (8,899) |
| Other | (1,101) | (1,448) |
| Net cash provided by financing activities | 22,724 | 21,161 |
| Effect of exchange rate changes on cash | (95) | 324 |
| Net increase (decrease) in cash and cash equivalents | 7,839 | (14,836) |
| Cash and cash equivalents at beginning of period | 18,145 | 35,545 |
| Cash and cash equivalents at end of period | $25,984 | $20,709 |

See accompanying notes to unaudited condensed consolidated financial statements.

TEAM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

### 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business. Unless otherwise indicated, the terms “Team,” “the Company,” “we,” “our” and “us” are used in this report to refer to either Team, Inc., to one or more of our consolidated subsidiaries, or to all of them taken as a whole. Our stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “TISI”.

We are a global, leading provider of specialty industrial services offering customers access to a full suite of conventional, specialized, and proprietary mechanical, heat-treating, and inspection services. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability, and operational efficiency for our customers’ most critical assets. We conduct operations in two segments: Inspection and Heat-Treating (“IHT”) and Mechanical Services (“MS”). Through the capabilities and resources in these two segments, we believe that we are uniquely qualified to provide integrated solutions involving: inspection to assess condition; engineering assessment to determine fitness for purpose in the context of industry standards and regulatory codes; and mechanical services to repair, rerate or replace based upon the customer’s election. In addition, we are capable of escalating with the customer’s needs, as dictated by the severity of the damage found and the related operating conditions, from standard services to some of the most advanced services and integrated asset integrity and reliability management solutions available in the industry. We also believe that we are unique in our ability to provide these services in three distinct customer demand profiles: (i) turnaround or project services, (ii) call-out services, and (iii) nested or run-and-maintain services.

IHT provides conventional and advanced non-destructive testing services primarily for the process, pipeline and power sectors, pipeline integrity management services, emissions control and compliance and field heat-treating services, as well as associated engineering and condition assessment services. These services can be offered while facilities are running (onstream), during facility turnarounds or during new construction or expansion activities. In addition, IHT provides comprehensive non-destructive testing services and metallurgical and chemical processing services to the aerospace and other industries covering a range of components including finished machined and in-service components. IHT also provides advanced digital imaging including remote digital video imaging.

MS provides solutions designed to serve customers’ unique needs during both the operational (onstream) and off-line states of their assets. Our onstream services include our range of standard to custom-engineered leak repair and composite solutions; hot tapping and line stopping; and online valve insertion solutions, which are delivered while assets are in an operational condition, which maximizes customer production time. Asset shutdowns can be planned, such as a turnaround maintenance event, or unplanned, such as those due to component failure or equipment breakdowns. Our specialty maintenance, turnaround and outage services are designed to minimize customer downtime and are primarily delivered while assets are off-line, often through the use of cross-certified technicians whose multi-craft capabilities deliver the production needed to achieve tight time schedules. These critical services include on-site field machining; bolted-joint integrity; vapor barrier plug testing; and valve management solutions.

We market our services to companies in a diverse array of heavy industries which include:

- Energy (refining, power, renewables, nuclear, offshore oil and gas, and liquefied natural gas);
- Manufacturing and Process (chemical, petrochemical, pulp and paper industries, automotive, and mining);
- Midstream (valves, terminals and storage, and pipeline);
- Infrastructure (construction and building, roads, dams, amusement parks, bridges, ports, and railways); and
- Aerospace and Defense.

Basis of Presentation. These condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain disclosures have been condensed or omitted from the interim financial statements included in this report. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC (“our Annual Report on Form 10-K”).

Consolidation. The condensed consolidated financial statements include the accounts of our subsidiaries where we have control over operating and financial policies. All material intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications. Certain amounts in prior periods have been reclassified to conform to the current year presentation, including the separate presentation of depreciation and amortization expense on the condensed consolidated statements of operations. Such reclassifications did not have any effect on our financial condition or results of operations as previously reported.

Significant Accounting Policies. Our significant accounting policies are disclosed in Note 1 - Summary of Significant Accounting Policies and Practices in our Annual Report on Form 10-K. On an ongoing basis, we evaluate the estimates and assumptions, including among other things, those related to long-lived assets. Since the date of our Annual Report on Form 10-K, there have been no material changes to our significant accounting policies.

Newly Adopted Accounting Standards. In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods in those years. The Company has elected to apply the practical expedient in its assessment of an allowance for credit losses beginning January 1, 2026. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting Standards Not Yet Adopted. In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock (“ASU 2026-01”). The guidance in ASU 2026-01 clarifies how issuers initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock by requiring issuers to use the PIK dividend rate stated in the preferred stock agreement. ASU 2026-01 will be effective for the Company’s annual reporting periods beginning after December 15, 2026, and for interim reporting periods within those annual periods, with early adoption permitted. Entities may apply the amendments on either a prospective basis or a modified retrospective basis for equity-classified preferred stock instruments that are outstanding as of the initial application date. The Company is currently evaluating the impact that adoption of ASU 2026-01 may have on its consolidated financial statements.

2. REVENUE

Disaggregation of revenue. Essentially all of our revenues are associated with contracts with customers. A disaggregation of our revenue from customer contracts by geographic region, by reportable operating segment and by service type is presented below:

Revenue by geographic area (in thousands):

_Three Months Ended June 30, 2026 · (unaudited)_

| Line item | United States | Canada | Other Countries | Total |
| --- | --- | --- | --- | --- |
| Revenue1: |  |  |  |  |
| IHT | $114,760 | $12,513 | $4,010 | $131,283 |
| MS | 57,199 | 7,474 | 32,722 | 97,395 |
| Total | $171,959 | $19,987 | $36,732 | $228,678 |

_Three Months Ended June 30, 2025 · (unaudited)_

| Line item | United States | Canada | Other Countries | Total |
| --- | --- | --- | --- | --- |
| Revenue1: |  |  |  |  |
| IHT | $119,813 | $15,112 | $3,297 | $138,222 |
| MS | 64,473 | 10,312 | 35,019 | 109,804 |
| Total | $184,286 | $25,424 | $38,316 | $248,026 |

_Six Months Ended June 30, 2026 · (unaudited)_

| Line item | United States | Canada | Other Countries | Total |
| --- | --- | --- | --- | --- |
| Revenue1: |  |  |  |  |
| IHT | $225,102 | $21,780 | $7,792 | $254,674 |
| MS | 113,180 | 14,764 | 61,116 | 189,060 |
| Total | $338,282 | $36,544 | $68,908 | $443,734 |

_Six Months Ended June 30, 2025 · (unaudited)_

| Line item | United States | Canada | Other Countries | Total |
| --- | --- | --- | --- | --- |
| Revenue1: |  |  |  |  |
| IHT | $223,616 | $22,224 | $6,003 | $251,843 |
| MS | 118,044 | 15,407 | 61,387 | 194,838 |
| Total | $341,660 | $37,631 | $67,390 | $446,681 |

1 As of January 1, 2026, Emission Control Services (ECS), previously included in the MS segment, was moved to the IHT segment, refer to Note 15 - Segment Disclosures for more information.

Revenue by operating segment and service type (in thousands):

_Three Months Ended June 30, 2026 · (unaudited)_

| Line item | Non-Destructive Evaluation and Testing Services | Repair and Maintenance Services | Heat-Treating | Other | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue1: |  |  |  |  |  |
| IHT | $114,253 | $11 | $13,861 | $3,158 | $131,283 |
| MS | — | 96,451 | 486 | 458 | 97,395 |
| Total | $114,253 | $96,462 | $14,347 | $3,616 | $228,678 |

_Three Months Ended June 30, 2025 · (unaudited)_

| Line item | Non-Destructive Evaluation and Testing Services | Repair and Maintenance Services | Heat-Treating | Other | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue1: |  |  |  |  |  |
| IHT | $112,958 | $48 | $21,922 | $3,294 | $138,222 |
| MS | — | 109,229 | 149 | 426 | 109,804 |
| Total | $112,958 | $109,277 | $22,071 | $3,720 | $248,026 |

_Six Months Ended June 30, 2026 · (unaudited)_

| Line item | Non-Destructive Evaluation and Testing Services | Repair and Maintenance Services | Heat-Treating | Other | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue1: |  |  |  |  |  |
| IHT | $218,329 | $19 | $30,514 | $5,812 | $254,674 |
| MS | — | 186,878 | 505 | 1,677 | 189,060 |
| Total | $218,329 | $186,897 | $31,019 | $7,489 | $443,734 |

_Six Months Ended June 30, 2025 · (unaudited)_

| Line item | Non-Destructive Evaluation and Testing Services | Repair and Maintenance Services | Heat-Treating | Other | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue1: |  |  |  |  |  |
| IHT | $207,602 | $49 | $38,296 | $5,896 | $251,843 |
| MS | — | 193,110 | 338 | 1,390 | 194,838 |
| Total | $207,602 | $193,159 | $38,634 | $7,286 | $446,681 |

1 As of January 1, 2026, ECS, previously included in the MS segment, was moved to the IHT segment, refer to Note 15 - Segment Disclosures for more information.

For additional information on our reportable operating segments, refer to Note 15 - Segment Disclosures.

Remaining performance obligations. As permitted by ASC 606, Revenue from Contracts with Customers, we have elected not to disclose information about remaining performance obligations where (i) the performance obligation is part of a contract that has an original expected duration of one year or less or (ii) when we recognize revenue from the satisfaction of the performance obligation in accordance with the right-to-invoice practical expedient, which permits us to recognize revenue in the amount to which we have a right to invoice the customer if that amount corresponds directly with the value to the customer of our performance completed to date. As most of our contracts with customers are short-term in nature and billed on a time and material basis, there were no material amounts of remaining performance obligations as of June 30, 2026 and December 31, 2025.

3. ACCOUNTS RECEIVABLE

A summary of accounts receivable as of June 30, 2026 and December 31, 2025 is as follows (in thousands): 

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (unaudited) |  |
| Trade accounts receivable | $149,396 | $143,923 |
| Unbilled revenues | 49,099 | 38,546 |
| Allowance for credit losses | (4,697) | (4,585) |
| Total | $193,798 | $177,884 |

The following table shows a rollforward of the allowance for credit losses (in thousands):

_June 30, 2026 · (unaudited)_

|  |  |  |
| --- | --- | --- |
| Balance at beginning of period | $ | $4,585 |
| Provision for expected credit losses | 517 |  |
| Recoveries collected | (117) |  |
| Write-offs | (326) |  |
| Foreign exchange effects | 38 |  |
| Balance at end of period | $ | $4,697 |

4. INVENTORY

A summary of inventory as of June 30, 2026 and December 31, 2025 is as follows (in thousands): 

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (unaudited) |  |
| Raw materials | $10,596 | $9,781 |
| Work in progress | 3,868 | 3,600 |
| Finished goods | 27,947 | 28,003 |
| Total | $42,411 | $41,384 |

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

A summary of prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025 is as follows (in thousands):

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (unaudited) |  |
| Insurance receivables | $10,000 | $10,000 |
| Prepaid expenses | 15,709 | 14,039 |
| Other current assets | 3,092 | 3,911 |
| Prepaid expenses and other current assets | $28,801 | $27,950 |

The insurance receivable represents amounts from our third-party insurance providers for a legal claim that is recorded in other accrued liabilities, refer to Note 8 - Other Accrued Liabilities. Insurance receivables will be collected from our third-party insurance providers for litigation matters that have been settled, or are pending settlement, and where the deductibles have been satisfied. The prepaid expenses primarily relate to prepaid insurance and other expenses that have been paid in advance of the coverage period.

6. PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment as of June 30, 2026 and December 31, 2025 is as follows (in thousands):

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (unaudited) |  |
| Land | $3,466 | $4,006 |
| Buildings and leasehold improvements | 60,835 | 61,868 |
| Machinery and equipment | 309,317 | 304,618 |
| Furniture and fixtures | 10,912 | 11,063 |
| Capitalized ERP system development costs | 45,903 | 45,903 |
| Computers and computer software | 20,350 | 19,945 |
| Automobiles | 3,037 | 3,163 |
| Construction in progress | 1,422 | 2,729 |
| Total | 455,242 | 453,295 |
| Accumulated depreciation and amortization | (348,747) | (342,667) |
| Property, plant and equipment, net | $106,495 | $110,628 |

Included in the table above are assets under finance leases of $14.1 million and $13.0 million as of June 30, 2026 and December 31, 2025, respectively, and related accumulated amortization of $6.0 million and $4.8 million as of June 30, 2026 and December 31, 2025, respectively. Depreciation expense for the three months ended June 30, 2026 and 2025 was $4.5 million and $4.7 million, respectively. Depreciation expense for the six months ended June 30, 2026 and 2025 was $9.0 million and $9.5 million, respectively.

7. INTANGIBLE ASSETS

A summary of intangible assets as of June 30, 2026 and December 31, 2025 is as follows (in thousands): 

_June 30, 2026 · (unaudited)_

| Line item | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
| --- | --- | --- | --- |
| Customer relationships | $162,667 | $(131,119) | $31,548 |
| Trade names | 18,562 | (18,519) | 43 |
| Technology | 2,300 | (2,300) | — |
| Licenses | 683 | (683) | — |
| Intangible assets | $184,212 | $(152,621) | $31,591 |

_December 31, 2025_

| Line item | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
| --- | --- | --- | --- |
| Customer relationships | $162,678 | $(125,109) | $37,569 |
| Trade names | 19,172 | (18,930) | 242 |
| Technology | 2,300 | (2,262) | 38 |
| Licenses | 683 | (683) | — |
| Intangible assets | $184,833 | $(146,984) | $37,849 |

Amortization expense of intangible assets was $3.0 million and $3.1 million, respectively, for the three months ended June 30, 2026 and 2025. Amortization expense of intangible assets for the six months ended June 30, 2026 and 2025 was $6.1 million and $6.2 million, respectively. The weighted-average amortization period for intangible assets subject to amortization was 14.0 years as of June 30, 2026 and December 31, 2025.

8. OTHER ACCRUED LIABILITIES

A summary of other accrued liabilities as of June 30, 2026 and December 31, 2025 is as follows (in thousands): 

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (unaudited) |  |
| Payroll and other compensation expenses | $37,607 | $28,647 |
| Legal and professional accruals | 12,506 | 13,502 |
| Property, sales and other non-income related taxes | 4,118 | 5,626 |
| Accrued interest | 4,056 | 1,633 |
| Insurance accruals | 3,659 | 3,782 |
| Volume discounts | 2,099 | 1,938 |
| Other accruals | 1,529 | 1,596 |
| Total | $65,574 | $56,724 |

 Payroll and other compensation expenses include all payroll related accruals including, among others, accrued vacation, severance, and bonuses. Legal and professional accruals include accruals for legal and professional fees as well as accrued legal claims, refer to Note 14 - Commitments and Contingencies for legal claims information. Certain legal claims are covered by our third-party insurance providers and the related insurance receivable for these claims is recorded in prepaid expenses and other current assets, refer to Note 5 - Prepaid Expenses and Other Current Assets. Property, sales and other non-income related taxes include accruals for items such as sales and use tax, property tax and other related tax accruals. Accrued interest relates to the interest accrued on our long-term debt. Insurance accruals primarily relate to workers compensation costs. Other accruals include various business expense accruals.

9. INCOME TAXES

We recorded an income tax benefit of $0.1 million and $0.1 million for the three and six months ended June 30, 2026, compared to a provision of $1.0 million and $1.2 million for the three and six months ended June 30, 2025. The effective tax rate, inclusive of discrete items, was 1.5% for the three months ended June 30, 2026, compared to 29.9% for the three months ended June 30, 2025. For the six months ended June 30, 2026, our effective tax rate, inclusive of discrete items, was 0.5%, compared to 3.7% for the six months ended June 30, 2025. The decrease in effective tax rate for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 is due to the mix of pretax income in non-valuation allowance jurisdictions and pretax losses in valuation allowance jurisdictions, along with changes in permanent differences.

10. DEBT

As of June 30, 2026 and December 31, 2025, our total long-term debt and finance lease obligations are summarized as follows (in thousands):

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (unaudited) |  |
| 2022 ABL Credit Facility | $83,486 | $58,786 |
| First Lien Term Loan1 | 166,055 | 166,241 |
| 2025 Second Lien Term Loan1 | 66,780 | 62,063 |
| Equipment Financing Loans | 1,289 | 1,436 |
| Total | 317,610 | 288,526 |
| Finance lease obligations | 8,661 | 8,675 |
| Total long-term debt and finance lease obligations | 326,271 | 297,201 |
| Current portion of long-term debt and finance lease obligations | (4,070) | (3,858) |
| Total long-term debt and finance lease obligations, less current portion | $322,201 | $293,343 |

1 Comprised of principal amount outstanding, less unamortized debt issuance costs. See below for additional information.

### 2022 ABL Credit Agreement

On February 11, 2022, we entered into a credit agreement with the lender parties thereto, and Eclipse Business Capital, LLC, a Delaware limited liability company, as agent (“Eclipse”) (such agreement, as amended by Amendment No.1 dated as of May 6, 2022, Amendment No.2 dated as of November 1, 2022, Amendment No.3 dated as of June 16, 2023, Amendment No.4 dated as of March 6, 2024, Amendment No.5 dated as of September 30, 2024, Amendment No.6 dated as of March 12, 2025 and Amendment No.7 dated as of September 11, 2025, the “2022 ABL Credit Agreement”).

Available funding commitments under the 2022 ABL Credit Agreement, subject to certain conditions, include a revolving credit line of up to $150.0 million to be provided by certain affiliates of Eclipse, with a $35.0 million sublimit for swingline borrowings, and a $26.0 million sublimit for issuances of letters of credit (the “Revolving Credit Loans”).

          The terms of the Revolving Credit Loans are described in the table below (dollar amounts are presented in thousands):

|  |  |
| --- | --- |
| Maturity date | 10/2/2028 |
| Interest rate | SOFR + applicable margin (or base rate + applicable margin) |
| Actual interest rate |  |
| 6/30/2026 | 7.23% |
| 6/30/2025 | 8.69% |
| Interest payments | monthly |
| Cash paid for interest |  |
| YTD 6/30/2026 | $2,270 |
| YTD 6/30/2025 | $3,801 |
| Principal balance |  |
| 6/30/2026 | $83,486 |
| 12/31/2025 | $58,786 |
| Unamortized balance of deferred financing cost |  |
| 6/30/2026 | $813 |
| 12/31/2025 | $991 |
| Available amount at 6/30/2026 | $28,914 |

The 2022 ABL Credit Agreement contains customary conditions to borrowings and covenants, as described in the 2022 ABL Credit Agreement. As of June 30, 2026, we were in compliance with the covenants.

As of June 30, 2026, $9.4 million in letters of credit were issued under the 2022 ABL Credit Agreement. Such amounts remain undrawn and are off-balance sheet.

First Lien Term Loan Agreement

On March 12, 2025, we entered into a First Lien Term Loan Credit Agreement (such agreement, as amended by Amendment No.1 dated as of September 11, 2025, the “First Lien Term Loan Agreement”) with the lenders party thereto and HPS Investment Partners, LLC. Available funding commitments include a $225.0 million senior secured first lien term loan (the “First Lien Term Loan”) consisting of a $175.0 million initial term loan tranche (the “Initial First Lien Term Loans”) and a $50.0 million delayed draw term loan tranche (the “First Lien Delayed Draw Term Loans”), which is available to be drawn from March 12, 2025 to June 30, 2027, subject to satisfying certain conditions.

The terms of the Initial First Lien Term Loans are described in the table below (dollar amounts are presented in thousands):

|  |  |
| --- | --- |
| Maturity date | 3/12/2030 |
| Stated interest rate | SOFR+applicable margin (or base rate+applicable margin) |
| Principal payments | $438 quarterly |
| Effective interest rate |  |
| 6/30/2026 | 11.21% |
| 6/30/2025 | 12.70% |
| Actual interest rate |  |
| 6/30/2026 | 9.42% |
| 6/30/2025 | 10.74% |
| Interest payments | variable1 |
| Cash paid for interest |  |
| YTD 6/30/2026 | $5,650 |
| YTD 6/30/2025 | $1,735 |
| Balances at 6/30/2026 |  |
| Principal balance | $172,813 |
| Unamortized balance of debt discount and issuance cost1 | $(6,758) |
| Net carrying balance | $166,055 |
| Balances at 12/31/2025 |  |
| Principal balance | $173,688 |
| Unamortized balance of debt discount and issuance cost2 | $(7,447) |
| Net carrying balance | $166,241 |

1 Interest payment dates may be monthly or quarterly based on the Company’s election (subject to availability), adjusted to the nearest business day.

The First Lien Term Loan Agreement contains certain conditions to borrowings, events of default and affirmative and negative covenants as described in the First Lien Term Loan Agreement. As of June 30, 2026, we were in compliance with the covenants.

### 2025 Second Lien Term Loan Credit Agreement

On March 12, 2025, we entered into a Second Amended and Restated Second Lien Term Loan Credit Agreement with the lenders party thereto and Cantor Fitzgerald Securities, as Agent (as amended by Amendment No.1 dated as of September 11, 2025, the “2025 Second Lien Term Loan Agreement”), which amended and restated the existing Amended and Restated Term Loan Credit Agreement, dated June 16, 2023.

Available funding commitments to the Company under the 2025 Second Lien Term Loan Agreement, subject to certain conditions, included a $107.4 million second lien term loan (the “Second Lien Term Loans”), initially provided by Corre Partners Management, LLC and certain of its affiliates (“Corre and affiliates”), consisting of a $97.4 million term loan tranche (the “2025 Second Lien Term Loans”) and a $10.0 million delayed draw term loan tranche (the “Second Lien Delayed Draw Term Loans”) which was available to be drawn from March 12, 2025 until April 15, 2026, subject to satisfying certain conditions.

The amount currently outstanding under the 2025 Second Lien Term Loan Agreement is a $68.0 million second lien term loan, including certain paid-in-kind interest. As of April 15, 2026, the availability period for the Second Lien Delayed Draw Term Loans expired. No amounts were drawn under the Second Lien Delayed Draw Term Loans prior to the expiration date.

      The terms of the 2025 Second Lien Term Loans are described in the table below (dollar amounts are presented in thousands):

|  |  |
| --- | --- |
| Maturity date | 6/10/2030 |
| Principal payments | quarterly1 |
| Effective interest rate |  |
| 6/30/2026 | 15.91% |
| 6/30/2025 | 16.06% |
| Actual interest rate |  |
| 6/30/2026 | 13.50% |
| 6/30/2025 | 13.50% |
| Interest payments | quarterly 2 |
| Cash paid for interest |  |
| YTD 6/30/2026 | $— |
| YTD 6/30/2025 | $— |
| PIK interest added to principal balance |  |
| YTD 6/30/2026 | $4,336 |
| YTD 6/30/2025 | $4,183 |
| Balances at 6/30/2026 |  |
| Principal balance | $68,032 |
| Unamortized balance of debt issuance cost | $(1,252) |
| Net carrying balance | $66,780 |
| Balances at 12/31/2025 |  |
| Principal balance | $63,696 |
| Unamortized balance of debt issuance cost | $(1,633) |
| Net carrying balance | $62,063 |

1 Principal payments represent a percentage (ranges between 0% and 0.25% based on the First Lien Net Leverage Ratio) of the outstanding principal balance. As of June 30, 2026 we are not making quarterly principal payments.

2 Interest payments are based on the First Lien Net Leverage Ratio and may be paid in cash or PIK. For the six months ended June 30, 2026, all interest was PIK.

The 2025 Second Lien Term Loan Agreement contains certain conditions to borrowings, events of default and affirmative and negative covenants and a financial covenant as described in the agreement. As of June 30, 2026, we were in compliance with the covenants.

### Equipment Financing Loans

Equipment financing loans consist of secured borrowings used to acquire machinery and equipment (including office equipment). Under some of the arrangements, the lender pays the equipment vendor directly on behalf of the Company; as a result, no cash proceeds are received by the Company. The loans are secured by the financed equipment and are repaid over fixed terms through scheduled installments. The related assets are recorded in property, plant, and equipment, net of accumulated depreciation. As of June 30, 2026 and December 31, 2025, the outstanding balances of equipment financing loans were $1.3 million and $1.4 million, respectively.

### Fair Value of Debt

The fair value of our debt obligations is representative of the carrying value based upon the respective interest rate terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt obligations.

### 1970 Group Substitute Insurance Reimbursement Facility

As of June 30, 2026, the Company maintains $19.1 million of letters of credit outstanding under its Substitute Insurance Collateral Facility Program Agreement (the “Collateral Facility Agreement”) with 1970 Group Originator, Inc. The collateral facility agreement remains off-balance sheet unless drawn upon. Deferred facility fees are amortized to interest expense; the unamortized balances as of June 30, 2026 and December 31, 2025, were $0.5 million and $1.5 million, respectively. For additional details, refer to Note 11 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

### 11. EMPLOYEE BENEFIT PLANS

We have a defined benefit pension plan covering certain United Kingdom employees (the “U.K. Plan”). The pension plan was frozen in 1994 and no new participants have been added since that date. Net periodic pension cost (credit) includes the following components (in thousands):

_(unaudited)

- (unaudited)
- (unaudited)
- (unaudited)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Interest cost | $710 | $714 | $1,423 | $1,386 |
| Expected return on plan assets | (823) | (870) | (1,649) | (1,688) |
| Amortization of prior service cost | 8 | 8 | 16 | 16 |
| Unrecognized net actuarial loss | 109 | 94 | 219 | 181 |
| Net periodic pension cost (credit) | $4 | $(54) | $9 | $(105) |

Net pension cost (credit) is included in “Other income (expense), net” on our condensed consolidated statements of operations. The expected long-term rate of return on invested assets is determined based on the weighted average of expected returns on asset investment categories for the U.K. Plan as follows: 5.7% overall, 8.2% for equities and 5.6% for debt securities.

12. SHAREHOLDERS’ EQUITY (DEFICIT)

### Shareholders’ Equity (Deficit)

As of June 30, 2026 there were 4,571,382 shares of our common stock outstanding and 12,000,000 shares authorized at $0.30 par value per share.

As of June 30, 2026 there were 75,000 shares of preferred stock outstanding, designated as Series B Preferred Stock, and we had 500,000 authorized shares at $100.00 par value per share of preferred stock (see Note 13 - Redeemable Preferred Stock for more detail).

### Warrants

As of June 30, 2026, the Company had the following warrants issued and outstanding:

| Holder | Issuance date | Number of warrants/ shares issuable | Exercise price | Expiration date |
| --- | --- | --- | --- | --- |
| APSC Holdco II, LP | 12/18/2020, 11/9/2021, 12/8/2021 | 500,000 | $15.00 | 12/8/2028 |
| Corre and affiliates | 12/8/2021 | 500,000 | $15.00 | 12/8/2028 |
| Stellex Holder: |  |  |  |  |
| Tranche A | 9/11/2025 | 982,371 | $23.00 | 9/11/2035 |
| Tranche B | 9/11/2025 | 470,889 | $50.00 | 9/11/2035 |
| Total warrants |  | 2,453,260 |  |  |

### Accumulated Other Comprehensive Loss

A summary of changes in accumulated other comprehensive loss included within shareholders’ equity (deficit) is as follows (in thousands):

_(unaudited) · (unaudited)_

| Line item | Six Months Ended June 30, 2026 / Foreign Currency Translation Adjustments | Six Months Ended June 30, 2026 / Defined Benefit Pension Plans | Six Months Ended June 30, 2026 / Tax Provision | Six Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2025 / Foreign Currency Translation Adjustments | Six Months Ended June 30, 2025 / Defined Benefit Pension Plans | Six Months Ended June 30, 2025 / Tax Provision | Six Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, beginning of period | $(25,452) | $(11,148) | $(193) | $(36,793) | $(33,249) | $(10,951) | $71 | $(44,129) |
| Other comprehensive income (loss) | (2,426) | 235 | (102) | (2,293) | 9,027 | 197 | (152) | 9,072 |
| Balance, end of period | $(27,878) | $(10,913) | $(295) | $(39,086) | $(24,222) | $(10,754) | $(81) | $(35,057) |

13. REDEEMABLE PREFERRED STOCK

On September 11, 2025, the Company issued 75,000 shares of Series B Preferred Stock and 1,453,260 warrants to InspectionTech Holdings LP (the “Stellex Holder”) pursuant to a securities purchase agreement (the “Purchase Agreement”). The Series B Preferred Stock is classified as temporary equity in the mezzanine section of the consolidated balance sheets, as it is potentially redeemable for cash at the holder’s option beginning December 31, 2030, and under certain other events outside the Company’s control.

The Company continues to have the option to access (the “Series B Delayed Draw”) up to $30.0 million in additional proceeds through the issuance of up to 30,000 shares of Series B Preferred Stock and 581,304 related warrants prior to September 11, 2027, subject to the terms and conditions of the Purchase Agreement. No Series B Delayed Draws were made during the quarter.

During the six months ended June 30, 2026, the Company accrued a 10.5% paid-in-kind (PIK) dividend on the outstanding Series B Preferred Stock. The dividend was non-cash and was settled by increasing the carrying value of the preferred stock. The accrued PIK dividend totaled $4.2 million for the period, equivalent to $55 per share of redeemable preferred stock.

The following table presents the change in carrying value of the redeemable preferred stock during the period ended June 30, 2026 (in thousands):

|  |  |  |
| --- | --- | --- |
| Balance at December 31, 2025 | $ | $51,951 |
| Additions | 7 |  |
| Accrued paid-in-kind dividend | 4,151 |  |
| Accrued paid-in-kind commitment fees | 151 |  |
| Accretion to redemption value | 1,578 |  |
| Balance at June 30, 2026 | $ | $57,838 |

For further information regarding the terms, classification, fair value allocation, and accretion accounting for the Series B Preferred Stock and warrants, refer to Note 16 - Redeemable Preferred Stock in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

14. COMMITMENTS AND CONTINGENCIES

As of June 30, 2026, the Company continues to assess potential loss contingencies, including legal proceedings and government compliance matters, in consultation with legal counsel. Liabilities are accrued when it is probable that a material loss has been incurred and the amount can be reasonably estimated; otherwise, the nature and possible range of loss are disclosed if reasonably possible.

During the quarter ended June 30, 2026, the Company remained involved in the Kelli Most litigation, a wrongful death case that was previously subject to a $222 million judgment, which was subsequently vacated and dismissed in Texas. The plaintiff has since refiled the case in federal court in Kansas. Based on an updated assessment of the case under Kansas jurisdiction, the Company has accrued a $10.0 million liability as of June 30, 2026, which is fully offset by a receivable from the Company’s insurance providers. All insurance retentions and deductibles have been met, and the Company expects that any further claims will be fully funded by its insurance policies.

In total, the Company has accrued approximately $11.0 million for this and other matters as of June 30, 2026. Management, after consultation with legal counsel, believes that the resolution of these matters, as well as other routine legal proceedings, will not have a material adverse effect on the Company’s condensed consolidated financial statements.

15. SEGMENT DISCLOSURES

We conduct operations in two segments: IHT and MS. Management’s determination of our reporting segments was made on the basis of our strategic priorities within each segment and the differences in the services we offer. The reportable segments results are reviewed regularly by the chief operating decision maker (“CODM”), who is our Chief Executive Officer, in deciding how to allocate resources and assess performance. Our CODM evaluates the segments’ operating performance based on adjusted EBITDA defined as net income (loss) before income taxes, interest expense, depreciation and amortization, and other non-recurring and non-operational items. Our CODM uses adjusted EBITDA as a measure to make resource allocation decisions for each segment for the budgeting process and reviews budget-to-actual variances to assess performance and allocate capital.

As of January 1, 2026, service type Emission Control Services, previously included within the MS segment, was moved to the IHT segment. This change by the Company to the composition of its reportable segments was completed to better align with how the CODM evaluates segment performance. Prior period segment information was recast to conform to the current period presentation. The recasting of the prior period segment information did not have any impact on the Company’s previously reported consolidated revenue or consolidated adjusted EBITDA. The impact of this change for the three months ended June 30, 2025 was to decrease previously reported revenue and adjusted EBITDA for the MS segment with a similar increase to the IHT segment by approximately $7.8 million and $2.2 million, respectively. The impact of the change for the six months ended June 30, 2025 was to decrease previously reported revenue and adjusted EBITDA for the MS segment with a similar increase to the IHT segment by approximately $15.2 million and $4.2 million, respectively.

Segment data for our two operating segments are as follows (in thousands):

_(unaudited)

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| Line item | Three Months Ended June 30, 2026 / IHT | Three Months Ended June 30, 2026 / MS | Total |
| --- | --- | --- | --- |
| Revenues | $131,283 | $97,395 | $228,678 |
| Adjusted operating expenses1 | 99,221 | 71,971 | 171,192 |
| Adjusted selling, general and administrative expenses2 | 14,942 | 19,304 | 34,246 |
| Adjusted EBITDA | $17,120 | $6,120 | $23,240 |

_(unaudited)

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| Line item | Three Months Ended June 30, 2025 / IHT | Three Months Ended June 30, 2025 / MS | Total |
| --- | --- | --- | --- |
| Revenues | $138,222 | $109,804 | $248,026 |
| Adjusted operating expenses1 | 100,642 | 76,118 | 176,760 |
| Adjusted selling, general and administrative expenses2 | 15,905 | 20,885 | 36,790 |
| Adjusted EBITDA | $21,675 | $12,801 | $34,476 |

_(unaudited)

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| Line item | Six Months Ended June 30, 2026 / IHT | Six Months Ended June 30, 2026 / MS | Total |
| --- | --- | --- | --- |
| Revenues | $254,674 | $189,060 | $443,734 |
| Adjusted operating expenses1 | 192,232 | 140,769 | 333,001 |
| Adjusted selling, general and administrative expenses2 | 30,035 | 39,616 | 69,651 |
| Adjusted EBITDA | $32,407 | $8,675 | $41,082 |

_(unaudited)

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| Line item | Six Months Ended June 30, 2025 / IHT | Six Months Ended June 30, 2025 / MS | Total |
| --- | --- | --- | --- |
| Revenues | $251,843 | $194,838 | $446,681 |
| Adjusted operating expenses1 | 185,696 | 139,311 | 325,007 |
| Adjusted selling, general and administrative expenses2 | 30,810 | 41,270 | 72,080 |
| Adjusted EBITDA | $35,337 | $14,257 | $49,594 |

1 Represent operating expenses including direct depreciation and amortization but excluding severance cost.

2 Represent segment selling, general and administrative expenses excluding noncash share-based compensation, professional, legal and other non-recurring costs.

Reconciliation of segment adjusted EBITDA to consolidated loss before income taxes:

_(unaudited)

- (unaudited)
- (unaudited)
- (unaudited)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| IHT | $17,120 | $21,675 | $32,407 | $35,337 |
| MS | 6,120 | 12,801 | 8,675 | 14,257 |
| Segment adjusted EBITDA | 23,240 | 34,476 | 41,082 | 49,594 |
| Segment depreciation and amortization | (7,109) | (7,183) | (14,222) | (14,270) |
| Segment professional fees, severance and other | (490) | (1,376) | (1,790) | (1,825) |
| Corporate and shared support cost | (13,468) | (13,814) | (26,268) | (27,399) |
| Consolidated operating income (loss) | 2,173 | 12,103 | (1,198) | 6,100 |
| Interest expense | (9,280) | (11,896) | (18,162) | (23,332) |
| Loss on debt extinguishment | — | — | — | (11,853) |
| Other income/(expense) | 193 | (3,490) | 1,118 | (3,694) |
| Loss before income taxes | $(6,914) | $(3,283) | $(18,242) | $(32,779) |

_(unaudited)

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| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Capital expenditures1: |  |  |  |  |
| IHT | $1,397 | $1,671 | $2,829 | $3,129 |
| MS | 1,859 | 1,277 | 2,912 | 1,944 |
| Corporate and shared support services | 77 | 304 | 291 | 318 |
| Total capital expenditures | $3,333 | $3,252 | $6,032 | $5,391 |

1    Excludes finance leases. Totals may vary from amounts presented in the consolidated statements of cash flows due to the timing of cash payments.

_(unaudited)

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- (unaudited)
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| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Depreciation and amortization: |  |  |  |  |
| IHT | $3,396 | $2,898 | $6,712 | $5,714 |
| MS | 3,713 | 4,285 | 7,510 | 8,556 |
| Corporate and shared support services | 1,357 | 1,344 | 2,697 | 2,659 |
| Total depreciation and amortization | $8,466 | $8,527 | $16,919 | $16,929 |

Separate measures of our assets by operating segment are not produced or utilized by our CODM to evaluate segment performance.

### 16. RELATED PARTY TRANSACTIONS

In connection with the Company’s debt obligations, the Company engaged in transactions with Corre and affiliates to provide and/or repay funding as described in Note 10 - Debt.

In connection with the issuance of Series B Preferred Stock on September 11, 2025, the Company entered into a Purchase Agreement with the Stellex Holder, see Note 13 - Redeemable Preferred Stock for further details. On the same date, the Stellex Holder acquired $10.0 million of the Company’s outstanding loan under the 2025 Second Lien Term Loan Agreement. The terms of the loan remain unchanged following the acquisition.

In September 2025, $15.0 million of the Company’s outstanding loan under the 2025 Second Lien Term Loan Agreement was acquired by JFL Credit Opportunities Fund II, L.P. and affiliates, in which one of the Company’s independent directors is an equity partner. The terms of the loan remain unchanged.

### 17. SUBSEQUENT EVENTS

As of August 10, 2026, the filing date of this Quarterly Report on Form 10-Q, management evaluated the existence of events occurring subsequent to the quarter ended June 30, 2026 and determined that there were no events or transactions that would have a material impact on the Company’s results of operations or financial position.

## ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

### Overview

Unless otherwise indicated, the terms “Team,” “the Company,” “we,” “our” and “us” are used in this report to refer to Team, Inc., to one or more of our consolidated subsidiaries, or to all of them taken as a whole.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this report, and in conjunction with our Annual Report on Form 10-K and other documents previously filed with the SEC. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those described in more detail under the heading “Risk Factors” included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K. See also “Cautionary Note Regarding Forward-Looking Statements” below.

Cautionary Note Regarding Forward-Looking Statements.

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf in other materials we release to the public including all statements, other than statements of historical facts, included or incorporated by reference in this Quarterly Report on Form 10-Q, that address activities, events or developments which we expect or anticipate will or may occur in the future. You can generally identify our forward-looking statements by the words “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “projection,” “predict,” “budget,” “forecast,” “goal,” “guidance,” “target,” “will,” “could,” “should,” “may” and similar expressions.

We based our forward-looking statements on our reasonable beliefs and assumptions, and our current expectations, estimates and projections about ourselves and our industry. We caution that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions about events and circumstances that we cannot predict. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements cannot be relied upon as a guarantee of future results and involve a number of risks and uncertainties that could cause actual results to differ materially from those projected in the statements, including, but not limited to the statements under “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Such risks, uncertainties and other important factors include, among others, risks related to:

- our ability to generate sufficient cash from operations, access our credit facilities or amounts available under our term loans to support our operations, or maintain our compliance with covenants under our debt arrangements and our Certificate of Designation of Series B Preferred Stock, as filed with the Delaware Secretary of State on September 11, 2025 (the “Series B Certificate of Designation”);
- our ability to manage inflationary pressures in our operating costs;
- negative market conditions, including domestic and global inflationary pressures, impact of changes in global trade policies and tariffs, and future economic uncertainties, particularly in industries in which we are heavily dependent;
- delays in the commencement of major projects;
- seasonal and other variations, such as severe weather conditions (including conditions influenced by climate change), volatility of oil and gas prices, and the nature of our customers’ industry affecting the timing of new contracts and terminations of existing contracts which may result in unpredictable fluctuations in our cash flows and financial results;
- our significant debt and high leverage which could have a negative impact on our ability to access capital markets, our liquidity position and our ability to manage increases in interest rates;
- risk of non-payment and/or delays in payment of receivables from our customers;
- our ability to maintain compliance with the NYSE continued listing requirements and rules;
- our financial forecasts being based upon estimates and assumptions that may materially differ from actual results;
- our incurrence of liabilities and suffering of negative financial or reputational impacts relating to occupational health and safety matters;
- changes in laws or regulations in the local jurisdictions that we conduct our business;
- the inherently uncertain outcome of current and future litigation; and
- acts of terrorism, war or political or civil unrest in the United States or elsewhere, including the conflict in the Middle East and the threatened and actual closing of oil shipping routes, including the Strait of Hormuz, by Iran and affiliated groups in connection therewith, changes in laws and regulations, or the imposition of economic or trade sanctions affecting domestic and international commercial transactions.

### GENERAL OVERVIEW

Business. We are a global, leading provider of specialty industrial services offering customers access to a full suite of conventional, specialized, and proprietary mechanical, heat-treating, and inspection services. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability, and operational efficiency for our customers’ most critical assets. We conduct operations in two segments: Inspection and Heat- Treating (“IHT”) and Mechanical Services (“MS”). Through the capabilities and resources in these two segments, we believe that we are uniquely qualified to provide integrated solutions involving: inspection to assess condition; engineering assessment to determine fitness for purpose in the context of industry standards and regulatory codes; and mechanical services to repair, rerate or replace based upon the customer’s election. In addition, we are capable of escalating with the customer’s needs, as dictated by the severity of the damage found and the related operating conditions, from standard services to some of the most advanced services and integrated asset integrity and reliability management solutions available in the industry. We also believe that we are unique in our ability to provide these services in three distinct customer demand profiles: (i) turnaround or project services, (ii) call-out services, and (iii) nested or run-and-maintain services.

IHT provides conventional and advanced non-destructive testing services primarily for the process, pipeline and power sectors, pipeline integrity management services, emissions control and compliance and field heat-treating services, as well as associated engineering and condition assessment services. These services can be offered while facilities are running (onstream), during facility turnarounds or during new construction or expansion activities. In addition, IHT provides comprehensive non-destructive testing services and metallurgical and chemical processing services to the aerospace and other industries covering a range of components including finished machined and in-service components. IHT also provides advanced digital imaging including remote digital video imaging.

MS provides solutions designed to serve customers’ unique needs during both the operational (onstream) and off-line states of their assets. Our onstream services include our range of standard to custom-engineered leak repair and composite solutions; hot tapping and line stopping; and online valve insertion solutions, which are delivered while assets are in an operational condition, which maximizes customer production time. Asset shutdowns can be planned, such as a turnaround maintenance event, or unplanned, such as those due to component failure or equipment breakdowns. Our specialty maintenance, turnaround and outage services are designed to minimize customer downtime and are primarily delivered while assets are off-line, often through the use of cross-certified technicians whose multi-craft capabilities deliver the production needed to achieve tight time schedules. These critical services include on-site field machining; bolted-joint integrity; vapor barrier plug testing; and valve management solutions.

We market our services to companies in a diverse array of heavy industries which include:

- Energy (refining, power, renewables, nuclear, offshore oil and gas, and liquefied natural gas);
- Manufacturing and Process (chemical, petrochemical, pulp and paper industries, automotive, and mining);
- Midstream (valves, terminals and storage, and pipeline);
- Infrastructure (construction and building, roads, dams, amusement parks, bridges, ports, and railways); and
- Aerospace and Defense.

### Results of Operations

The following is a comparison of our results of operations for the three and six months ended June 30, 2026 to the three and six months ended June 30, 2025.

### Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following is a comparison of our results of operations for the three months ended June 30, 2026 to the three months ended June 30, 2025 (in thousands):

_(unaudited) · (unaudited)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Favorable (Unfavorable) / $ | Favorable (Unfavorable) / % |
| --- | --- | --- | --- | --- |
| Revenues by business segment1: |  |  |  |  |
| IHT | $131,283 | $138,222 | $(6,939) | (5.0)% |
| MS | 97,395 | 109,804 | (12,409) | (11.3)% |
| Total revenues | $228,678 | $248,026 | $(19,348) | (7.8)% |
| Operating income (loss)1: |  |  |  |  |
| IHT | $13,334 | $17,965 | $(4,631) | (25.8)% |
| MS | 2,307 | 7,952 | (5,645) | (71.0)% |
| Corporate and shared support services | (13,468) | (13,814) | 346 | 2.5% |
| Total operating income | $2,173 | $12,103 | $(9,930) | (82.0)% |
| Interest expense, net | $(9,280) | $(11,896) | $2,616 | 22.0% |
| Other income (expense), net | 193 | (3,490) | 3,683 | 105.5% |
| Loss before income taxes | $(6,914) | $(3,283) | $(3,631) | (110.6)% |
| Benefit (provision) for income taxes | 102 | (983) | 1,085 | 110.4% |
| Net loss | $(6,812) | $(4,266) | $(2,546) | (59.7)% |

1 As of January 1, 2026, ECS, previously included in the MS segment, was moved to the IHT segment, refer to Note 15 - Segment Disclosures for more information.

Revenues. Total revenues decreased by $19.3 million, or 7.8%, compared to the prior year period, partially offset by a favorable foreign exchange impact of $1.0 million. IHT segment revenue decreased by $6.9 million, or 5.0%, in comparison to the prior year period. This decrease was primarily driven by lower turnaround activity in the U.S. and Canada, which accounted for decreases of $5.0 million and $2.6 million, respectively, partially offset by a $0.7 million increase across other international regions. MS segment revenue decreased by $12.4 million, or 11.3%, relative to the prior year period, reflecting lower turnaround and project activities across all the operating regions.

Operating income (loss). Overall operating income totaled $2.2 million in the 2026 period, representing a decline of $9.9 million, or 82.0%, relative to operating income of $12.1 million in the prior year period, driven primarily by a reduction in revenue. IHT reported a decrease in operating income of $4.6 million, or 25.8%, in comparison to the prior year period, driven by unfavorable project mix impacting margins and higher benefit costs. MS reported a decrease in operating income of $5.6 million, or 71.0%, in comparison to the prior year period, driven by lower activity levels across all the segment’s operating regions. The decrease in operating income was further driven by unfavorable project mix impacting margins and higher benefit costs. Corporate operating loss improved by $0.3 million compared to the prior year period, attributable primarily to reduced professional services and legal costs, partially offset by higher personnel costs including severance charges in the current period.

For the three months ended June 30, 2026 and 2025, operating income includes net expenses totaling $1.8 million and $3.5 million, respectively, that we do not believe are indicative of our core operating activities, as detailed in the table below (in thousands):

_(unaudited) · (unaudited)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Operating income | $2,173 | $12,103 |
| Professional fees and other | 686 | 2,301 |
| Legal costs and litigation reserves | — | 799 |
| Severance charges | 1,129 | 375 |
| Total non-core items | 1,815 | 3,475 |
| Operating income, excluding non-core items | $3,988 | $15,578 |

Excluding the impact of these identified non-core items in both periods, operating income decreased by $11.6 million from $15.6 million in the three months ended June 30, 2025 to $4.0 million in the three months ended June 30, 2026. See our non-GAAP reconciliation for additional details of our non-core expenses.

Interest expense, net. Interest expense decreased by $2.6 million compared to the prior year period. The decrease was primarily attributable to lower interest expense on the Second Lien Term Loan following a partial paydown in September 2025 using a potion of the proceeds from the issuance of preferred stock, as well as reduced interest rates on the ABL Credit Facility and First Lien Term Loan, also effective September 2025.

Cash interest paid during the quarter ended June 30, 2026 and 2025 was $5.5 million and $3.9 million, respectively.

### Other income (expense), net. The favorable change in other income (expense) was primarily attributable to a foreign currency gain of $3.9 million.

Taxes. The benefit for income tax was $0.1 million on the pre-tax loss of $6.9 million in the current year quarter, compared to a $1.0 million income tax provision on a pre-tax loss of $3.3 million in the prior year quarter. The effective tax rate, inclusive of discrete items, was 1.5% for the three months ended June 30, 2026, compared to 29.9% for the three months ended June 30, 2025. The effective tax rate differs from the prior year period due to changes in the valuation allowance.

### Results of Operations

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following is a comparison of our results of operations for the six months ended June 30, 2026 to the six months ended June 30, 2025 (in thousands).

_(unaudited) · (unaudited)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Favorable (Unfavorable) / $ | Favorable (Unfavorable) / % |
| --- | --- | --- | --- | --- |
| Revenues by business segment1: |  |  |  |  |
| IHT | $254,674 | $251,843 | $2,831 | 1.1% |
| MS | 189,060 | 194,838 | (5,778) | (3.0)% |
| Total revenues | $443,734 | $446,681 | $(2,947) | (0.7)% |
| Operating income (loss)1: |  |  |  |  |
| IHT | $24,251 | $28,696 | $(4,445) | (15.5)% |
| MS | 819 | 4,803 | (3,984) | (82.9)% |
| Corporate and shared support services | (26,268) | (27,399) | 1,131 | 4.1% |
| Total operating income (loss) | $(1,198) | $6,100 | $(7,298) | (119.6)% |
| Interest expense, net | $(18,162) | $(23,332) | $5,170 | 22.2% |
| Loss on debt extinguishment | — | (11,853) | 11,853 | NM |
| Other income (expense), net | 1,118 | (3,694) | 4,812 | 130.3% |
| Loss before income taxes | $(18,242) | $(32,779) | $14,537 | 44.3% |
| Benefit (provision) for income taxes | 97 | (1,205) | 1,302 | 108.0% |
| Net loss | $(18,145) | $(33,984) | $15,839 | 46.6% |

1 As of January 1, 2026, ECS, previously included in the MS segment, was moved to the IHT segment, refer to Note 15 - Segment Disclosures for more information.

NM - not meaningful

Revenues. Total revenues decreased by $2.9 million, or 0.7%, compared to the prior year period, and were favorably impacted by $4.2 million attributable to foreign exchange rate movements. IHT segment revenue increased by $2.8 million, or 1.1%, in comparison to the prior year period, driven primarily by a $1.4 million increase in U.S. revenue attributable to higher turnaround and capital projects activities experienced in the first quarter, as well as a $1.8 million increase resulting from year-over-year growth in callout and turnaround activities across other international regions, partially offset by a $0.4 million decrease in Canada. MS segment revenue decreased by $5.8 million, or 3.0%, relative to the prior year period, attributable primarily to lower turnaround and project activities throughout the segment’s operating regions.

Operating income (loss). Overall operating loss totaled $1.2 million in the 2026 period, representing a decline of $7.3 million, or 119.6%, compared to operating income of $6.1 million in the prior year period, driven primarily by a reduction in revenue. IHT segment reported a decrease in operating income of $4.4 million, or 15.5%, in comparison to the prior year period, driven by unfavorable project mix impacting margins and higher benefit costs. MS segment operating income decreased by $4.0 million, or 82.9%, compared to the prior year period, driven primarily by reduced revenue across the segment’s operating regions, as well as unfavorable project mix impacting margins and higher benefit costs. Corporate operating loss improved by $1.1 million compared to the prior year period, attributable primarily to reduced legal and professional services costs, partially offset by higher personnel costs, including severance charges, and non-cash share-based compensation costs in the current period.

For the six months ended June 30, 2026 and 2025, operating income (loss) includes net expenses totaling $3.5 million and $6.4 million, respectively, that we do not believe are indicative of our core operating activities, as detailed in the table below (in thousands):

_(unaudited) · (unaudited)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Operating income (loss) | $(1,198) | $6,100 |
| Professional fees and other | 2,292 | 4,308 |
| Legal costs (refunds) and litigation reserves | (1,560) | 1,289 |
| Severance charges | 2,758 | 842 |
| Total non-core expenses | 3,490 | 6,439 |
| Operating income, excluding non-core expenses | $2,292 | $12,539 |

Excluding the impact of these identified non-core items in both periods, operating income decreased year over year by $10.2 million, from $12.5 million to $2.3 million. See our non-GAAP reconciliation for additional details of our non-core expenses.

Interest expense, net. Interest expense, net decreased by $5.2 million for the six months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily attributable to the refinancing completed in March 2025, in which we replaced our existing credit facilities with new facilities at lower interest rates, as well as lower interest expense on the Second Lien Term Loan following a partial paydown in September 2025 using a potion of the proceeds from the issuance of preferred stock and the related reduction in interest rates on the ABL Credit Facility and First Lien Term Loan, also effective September 2025.

Cash interest paid for the six months ended June 30, 2026 and 2025 was $8.0 million and $12.8 million, respectively.

Loss on debt extinguishment. In March 2025, we completed refinancing transactions that resulted in the repayment of our existing loans. As a result, we recognized a loss on debt extinguishment of $11.9 million which included the write-off of unamortized debt issuance costs.

Other income (expense), net. The overall change of $4.8 million in other income (expense), net, was primarily attributable to foreign currency transaction gains of $5.0 million, reflecting the favorable impact of U.S. dollar strengthening against the currencies of our international operations.

Taxes. The benefit for income tax was $0.1 million on the pre-tax loss of $18.2 million in the current year period compared to income tax provision of $1.2 million on the pre-tax loss of $32.8 million in the prior year period. The effective tax rate was 0.5% for the six months ended June 30, 2026, compared to 3.7% for the six months ended June 30, 2025. The effective tax rate differs from the prior year period due to changes in the valuation allowance.

### Non-GAAP Financial Measures and Reconciliations

We use supplemental non-GAAP financial measures which are derived from the consolidated financial information, including adjusted net income (loss); adjusted net income (loss) per share; earnings before interest and taxes (“EBIT”); adjusted EBIT; adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) and free cash flow to supplement financial information presented on a U.S. GAAP basis.

We define adjusted net income (loss) and adjusted net income (loss) per share to exclude the following items: non-routine legal costs and settlements, non-routine professional fees, loss on debt extinguishment, certain severance charges, non-routine write-off of assets and certain other items that we believe are not indicative of core operating activities. Consolidated adjusted EBIT, as defined by us, excludes the costs excluded from adjusted net income (loss) as well as income tax expense (benefit), interest charges, foreign currency (gain) loss, pension credit, and items of other (income) expense. Consolidated adjusted EBITDA further excludes depreciation, amortization, and non-cash share-based compensation costs from consolidated adjusted EBIT. Segment adjusted EBIT is equal to segment operating income (loss) excluding costs associated with non-routine legal costs and settlements, non-routine professional fees, certain severance charges, and certain other items as determined by management. Segment adjusted EBITDA further excludes depreciation, amortization, and non-cash share-based compensation costs from segment adjusted EBIT. Free cash flow is defined as net cash provided by (used in) operating activities minus capital expenditures paid in cash.

We believe these non-GAAP financial measures are useful to both management and investors in their analysis of our financial position and results of operations. In particular, adjusted net income (loss), adjusted net income (loss) per share, consolidated adjusted EBIT, and consolidated adjusted EBITDA are meaningful measures of performance which are commonly used by industry analysts, investors, lenders, and rating agencies to analyze operating performance in our industry, perform analytical comparisons, benchmark performance between periods, and measure our performance against externally communicated targets. Our segment adjusted EBITDA is also used as a basis for the Chief Operating Decision Maker (Chief Executive Officer) to evaluate the performance of our reportable segments. Free cash flow is used by our management and investors to analyze our ability to service and repay debt and return value directly to stakeholders.

Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures and should be read only in conjunction with financial information presented on a GAAP basis. Further, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies who may calculate non-GAAP financial measures differently, limiting the usefulness of those measures for comparative purposes. The liquidity measure of free cash flow does not represent a precise calculation of residual cash flow available for discretionary expenditures. Reconciliations of each non-GAAP financial measure to its most directly comparable U.S. GAAP financial measure are presented below.

The following tables set forth the reconciliation of adjusted net income (loss), EBIT and EBITDA to their most comparable U.S. GAAP financial measurements on a consolidated and segmented basis:

**TEAM, INC. AND SUBSIDIARIES**

### RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

_(unaudited, in thousands except per share data)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Adjusted Net Loss: |  |  |  |  |
| Net loss | $(6,812) | $(4,266) | $(18,145) | $(33,984) |
| Professional fees and other1 | 686 | 2,301 | 2,292 | 4,308 |
| Write-off of assets | 167 | — | 167 | 45 |
| Legal costs and litigation reserves (refunds) | — | 799 | (1,560) | 1,289 |
| Severance charges2 | 1,129 | 375 | 2,758 | 842 |
| Loss on debt extinguishment | — | — | — | 11,853 |
| Tax impact of adjustments and other net tax items | (88) | (90) | (134) | (103) |
| Adjusted Net Loss | $(4,918) | $(881) | $(14,622) | $(15,750) |
| Dividend and accretion to redemption value on redeemable preferred stock | (3,006) | — | (5,880) | — |
| Adjusted Net Loss attributable to common shareholders | $(7,924) | $(881) | $(20,502) | $(15,750) |
| Adjusted Net Loss per common share: |  |  |  |  |
| Basic and Diluted | $(1.73) | $(0.20) | $(4.49) | $(3.50) |
| Consolidated Adjusted EBIT and Adjusted EBITDA: |  |  |  |  |
| Net loss | $(6,812) | $(4,266) | $(18,145) | $(33,984) |
| (Benefit) provision for income taxes | (102) | 983 | (97) | 1,205 |
| Loss (gain) on equipment sale | 9 | — | (4) | 5 |
| Interest expense, net | 9,280 | 11,896 | 18,162 | 23,332 |
| Professional fees and other1 | 686 | 2,301 | 2,292 | 4,308 |
| Write-off of assets | 167 | — | 167 | 45 |
| Legal costs and litigation reserves (refunds) | — | 799 | (1,560) | 1,289 |
| Severance charges2 | 1,129 | 375 | 2,758 | 842 |
| Foreign currency loss (gain) | (373) | 3,544 | (1,290) | 3,749 |
| Pension cost (credit)3 | 4 | (54) | 9 | (105) |
| Loss on debt extinguishment | — | — | — | 11,853 |
| Consolidated Adjusted EBIT | 3,988 | 15,578 | 2,292 | 12,539 |
| Depreciation and amortization | 8,466 | 8,527 | 16,919 | 16,929 |
| Non-cash share-based compensation cost | 312 | 366 | 1,266 | 313 |
| Consolidated Adjusted EBITDA | $12,766 | $24,471 | $20,477 | $29,781 |
| Free Cash Flow: |  |  |  |  |
| Cash provided by (used in) operating activities | $680 | $(3,344) | $(8,415) | $(32,005) |
| Capital expenditures | (3,982) | (2,910) | (6,406) | (4,316) |
| Free Cash Flow | $(3,302) | $(6,254) | $(14,821) | $(36,321) |

1 For the three and six months ended June 30, 2026, professional fees and other included $0.7 million and $2.3 million, respectively, related to executive search and third party support costs. For the three and six months ended June 30, 2025, professional fees and other included $2.3 million and $3.0 million, respectively, related to executive search and third party support costs, and for the six months ended June 30, 2025, professional fees and other included $1.3 million related to debt financing.

2 For the three and six months ended June 30, 2026, severance charges included $0.6 million and $2.1 million related to customary severance costs associated with executive departures.

3 Represents pension cost (credit) for the U.K. pension plan based on the difference between the expected return on plan assets and the amount of the discounted pension liability. The pension plan was frozen in 1994 and no new participants have been added since that date.

**TEAM, INC. AND SUBSIDIARIES**

### RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Continued)

_(unaudited, in thousands)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Segment Adjusted EBIT and Adjusted EBITDA: |  |  |  |  |
| IHT4 |  |  |  |  |
| Operating income | $13,334 | $17,965 | $24,251 | $28,696 |
| Professional fees and other1 | — | 750 | 1,054 | 750 |
| Severance charges | 390 | 62 | 390 | 177 |
| Adjusted EBIT | 13,724 | 18,777 | 25,695 | 29,623 |
| Depreciation and amortization | 3,396 | 2,898 | 6,712 | 5,714 |
| Adjusted EBITDA | $17,120 | $21,675 | $32,407 | $35,337 |
| MS4 |  |  |  |  |
| Operating income | $2,307 | $7,952 | $819 | $4,803 |
| Professional fees and other1 | — | — | 69 | — |
| Legal costs and litigation reserves | — | 251 | — | 251 |
| Severance charges | 100 | 313 | 277 | 647 |
| Adjusted EBIT | 2,407 | 8,516 | 1,165 | 5,701 |
| Depreciation and amortization | 3,713 | 4,285 | 7,510 | 8,556 |
| Adjusted EBITDA | $6,120 | $12,801 | $8,675 | $14,257 |
| Corporate and shared support services |  |  |  |  |
| Net loss | $(22,453) | $(30,183) | $(43,215) | $(67,483) |
| (Benefit) provision for income taxes | (102) | 983 | (97) | 1,205 |
| Loss (gain) on equipment sale | 9 | — | (4) | 5 |
| Interest expense, net | 9,280 | 11,896 | 18,162 | 23,332 |
| Foreign currency loss (gain) | (373) | 3,544 | (1,290) | 3,749 |
| Professional fees and other1 | 686 | 1,551 | 1,169 | 3,558 |
| Write-off of assets | 167 | — | 167 | 45 |
| Legal costs and litigation reserves (refunds) | — | 548 | (1,560) | 1,038 |
| Severance charges2 | 639 | — | 2,091 | 18 |
| Pension cost (credit)3 | 4 | (54) | 9 | (105) |
| Loss on debt extinguishment | — | — | — | 11,853 |
| Adjusted EBIT | (12,143) | (11,715) | (24,568) | (22,785) |
| Depreciation and amortization | 1,357 | 1,344 | 2,697 | 2,659 |
| Non-cash share-based compensation cost | 312 | 366 | 1,266 | 313 |
| Adjusted EBITDA | $(10,474) | $(10,005) | $(20,605) | $(19,813) |
| Consolidated Adjusted EBITDA | $12,766 | $24,471 | $20,477 | $29,781 |

1 For the three and six months ended June 30, 2026, professional fees and other included $0.7 million and $2.3 million, respectively, related to executive search and third party support costs. For the three and six months ended June 30, 2025, professional fees and other included $2.3 million and $3.0 million, respectively, related to executive search and third party support costs, and for the six months ended June 30, 2025, professional fees and other included $1.3 million related to debt financing.    

2 For the three and six months ended June 30, 2026, severance charges included $0.6 million and $2.1 million related to customary severance costs associated with executive departures.

3 Represents pension cost (credit) for the U.K. pension plan based on the difference between the expected return on plan assets and the amount of the discounted pension liability. The pension plan was frozen in 1994 and no new participants have been added since that date.

4 As of January 1, 2026, ECS, previously included in the MS segment, was moved to the IHT segment, refer to Note 15 - Segment Disclosures for more information.

Liquidity and Capital Resources

Financing for operations consists primarily of our 2022 ABL Credit Agreement and cash flows from our operations.

We have evaluated our liquidity within one year after the date of issuance of the accompanying condensed consolidated financial statements to assess the Company’s ability to fund its operations. Based upon such liquidity assessment, we believe that the Company’s current working capital, forecasted cash flows from operations, current and expected availability under our existing debt arrangements and capital expenditure financing is sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants for the next twelve months, and based on current expectations, the long-term. We based this assessment on assumptions that may prove to be inaccurate, and we could exhaust our available capital resources sooner than we expect in the event that we fail to meet our current financial performance expectations. See Note 10 - Debt in this Quarterly Report on Form 10-Q and Note 11 - Debt in our Annual Report on Form 10-K for additional details concerning our debt obligations.

We closely monitor the amounts and timing of our sources and uses of funds. Our ability to maintain a sufficient level of liquidity to fund our operations and meet our financial obligations will be dependent upon our future performance, which is subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control.

Our ability to generate operating cash flow, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks described or referenced herein and other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control.

See Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K and risk factors included within Cautionary Note Regarding Forward-Looking Statements above, for additional information.

As of June 30, 2026, we had approximately $28.9 million of available borrowing capacity under the 2022 ABL Credit Agreement. In connection with the issuance of the Series B Preferred Stock and related warrants, we have access to up to $30.0 million in additional liquidity through September 2027 through a delayed draw mechanism, subject to certain conditions under the Purchase Agreement. Our principal uses of cash and liquidity are for working capital needs, capital expenditures and operations.

As of June 30, 2026, we were in compliance with our debt covenants. Our ability to maintain compliance with the financial covenants contained in our credit agreements is dependent upon our future operating performance and future financial condition, both of which are subject to various risks and uncertainties, as described elsewhere herein.

As of August 6, 2026, we had consolidated cash and cash equivalents of $6.4 million, excluding $4.0 million of restricted cash used mainly as collateral for letters of credit and commercial card programs, and approximately $48.0 million of undrawn availability under our various credit facilities, resulting in total liquidity of $54.4 million. We also have $30.0 million of Series B Delayed Draw availability as described above.

Refer to Note 10 - Debt for additional information about our debt instruments.

### Cash Flows

The following table summarizes cash flows from Operating, Investing and Financing activities (in thousands):

_(unaudited) · (unaudited)_

| Cash flows provided by (used in): | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, / Favorable(Unfavorable) |
| --- | --- | --- | --- |
| Operating activities | $(8,415) | $(32,005) | $23,590 |
| Investing activities | (6,375) | (4,316) | (2,059) |
| Financing activities | 22,724 | 21,161 | 1,563 |
| Effect of exchange rate changes on cash | (95) | 324 | (419) |
| Net change in cash and cash equivalents | $7,839 | $(14,836) | $22,675 |

Cash and cash equivalents. Our cash and cash equivalents as of June 30, 2026 totaled $26.0 million, consisting of $22.3 million of unrestricted cash, and $3.7 million of restricted cash. International cash balances as of June 30, 2026 were $4.6 million, and approximately $0.7 million of such cash is restricted.

As of December 31, 2025, our cash and cash equivalents were $18.1 million, consisting of $14.1 million of unrestricted cash and $4.0 million of restricted cash. International cash balances as of December 31, 2025 were $4.4 million, and approximately $1.2 million of such cash was restricted.

Our total debt and finance obligations were $326.3 million, of which $4.1 million was classified as current at June 30, 2026, compared to total debt of $297.2 million at December 31, 2025.

Cash flows attributable to our operating activities. Our largest source of operating cash inflow is cash collection from customers for work performed. The primary use of operating cash is to pay our suppliers, employees, tax authorities, and others.

Cash flows from operating activities are primarily generated from net income or loss adjusted for certain non-cash items which include depreciation and amortization, PIK interest, and amortization of debt issuance costs.

For the six months ended June 30, 2026, net cash used in operating activities totaled $8.4 million, reflecting an improvement of $23.6 million relative to $32.0 million in the 2025 period. During the six months ended June 30, 2026, changes in working capital items utilized $12.7 million, representing a favorable variance of $27.3 million in comparison to the $40.0 million utilized by working capital in the corresponding 2025 period. This favorable variance is attributable to reduction in accounts receivable resulting from fluctuations in activity levels, as well as reduction in other accrued liabilities arising primarily from timing of payroll payments during the period.

Cash flows attributable to our investing activities. For the six months ended June 30, 2026, net cash used in investing activities consisted primarily of capital expenditures of $6.4 million as compared to $4.3 million for the six months ended June 30, 2025.

Cash flows attributable to our financing activities. For the six months ended June 30, 2026, net cash provided by financing activities was $22.7 million, consisting primarily of the net borrowings under the Revolving Credit Loans of $24.7 million, partially offset by the principal payments under the First Lien Term Loan and equipment financing loans.

For the six months ended June 30, 2025, net cash used in financing activities was $21.2 million, consisting primarily of borrowings under the First Lien Term Loan of $175.0 million and the net borrowings under the Revolving Credit Loans of $20.0 million. These inflows were partially offset by the payments of the total outstanding balances under the Corre Delayed Draw Term Loan, Corre Incremental Term Loan and ME/RE Loans, and a partial paydown of the Corre Uptiered Loan. In addition, we paid $8.9 million of debt issuance costs for the debt refinancing transactions executed with our existing and new lenders at March 12, 2025.

Effect of exchange rate changes on cash and cash equivalents. For the six months ended June 30, 2026 and 2025, the effect of foreign exchange rate changes on cash was $0.1 million and $0.3 million, respectively. The impact of exchange rates on cash and cash equivalents is primarily attributable to fluctuations in U.S. Dollar exchange rate against the Euro, the British Pound, the Canadian Dollar and the Brazil Real.

### Off-Balance Sheet Arrangements

From time-to-time, we enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. See Note 10 - Debt in this Quarterly Report on Form 10-Q and Note 11 - Debt in our Annual Report on Form 10-K for additional details of our off-balance sheet arrangements.

### Critical Accounting Policies and Estimates

A discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K. There were no material changes to our critical accounting policies during the six months ended June 30, 2026.

## ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item 3.

## ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, the CEO and CFO have concluded as of June 30, 2026, that our disclosure controls and procedures were effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the requisite time periods.

Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended June 30, 2026.

PART II—OTHER INFORMATION

## ITEM 1. LEGAL PROCEEDINGS

For information on legal proceedings, see Note 14 - Commitments and Contingencies to the condensed consolidated financial statements included in this report.

## ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties. There have been no material changes in our risk factors as previously disclosed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K.

## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NONE

## ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

## ITEM 4. MINE SAFETY DISCLOSURES

NOT APPLICABLE

## ITEM 5. OTHER INFORMATION

Insider Trading Arrangements. During the quarter ended June 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” (each as defined in Item 408(a) of Regulation S-K under the Exchange Act).

## ITEM 6. EXHIBITS

| Exhibit Number | Description |
| --- | --- |
| 3.1 | Amended and Restated Certificate of Incorporation of Team, Inc. (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K (File No. 001-08604) filed on December 2, 2011, incorporated herein by reference). |
| 3.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Team, Inc., dated October 24, 2013 (filed as Exhibit 3.2 to Team, Inc.’s Annual Report on Form 10-K (File No. 001-08604) filed on March 7, 2024, incorporated herein by reference). |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Team, Inc., dated November 28, 2022 (filed as Exhibit 3.3 to Team, Inc.’s Quarterly Report on Form 10-Q/A (File No. 001-08604) filed on November 8, 2023, incorporated herein by reference). |
| 3.4 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Team, Inc. (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K (File No. 001-08604) filed on December 22, 2022, incorporated by reference herein). |
| 3.5 | Amended and Restated Bylaws of Team, Inc. (filed as Exhibit 3.3 to Team, Inc.’s Annual Report on Form 10-K for year ended December 31, 2017 (File No. 001-08604), incorporated herein by reference). |
| 3.6 | Certificate of Designations of Series A Preferred Stock of Team, Inc., as filed with the Secretary of State of the State of Delaware on February 2, 2022 (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K (File No. 001-08604) filed on February 2, 2022, incorporated by reference herein). |
| 3.7 | Certificate of Designation of Series B Preferred Stock of Team, Inc., as filed with the Secretary of State of the State of Delaware on September 11, 2025 (filed as Exhibit 3.1 to Team, Inc.’s Current Report on Form 8-K (File No. 001-08604) filed on September 15, 2025, incorporated by reference herein). |
| 10.1† | Letter Agreement re Offer of Employment, dated June 3, 2026, between Clinton Roeder and Team, Inc. (filed as Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K (File No. 001-08604) filed on June 23, 2026, incorporated by reference herein). |
| 10.2† | Severance Agreement and Release, dated as of June 22, 2026, by and between Nelson Haight and Team, Inc. (filed as Exhibit 10.1 to Team, Inc.’s Current Report on Form 8-K (File No. 001-08604) filed on June 23, 2026, incorporated by reference herein). |
| 10.3† | Amendment No. 1 to the Team, Inc. Second Amended and Restated 2018 Equity Incentive Plan (filed as Exhibit 4.9 to Team, Inc.’s Registration Statement on Form S-8, (File No. 333-296709), filed on June 11, 2026, incorporated by reference herein). |
| 10.4† | Form of Executive Restricted Stock Unit Award Agreement under the Team, Inc. 2018 Equity Incentive Plan. |
| 10.5† | Form of Performance Unit Award Agreement under the Team, Inc. 2018 Equity Incentive Plan. |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.3 | Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.3 | Certification of Chief Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |

Exhibit   Number Description

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Management contract or compensation plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

TEAM, INC.   (Registrant)

Date: August 10, 2026 /S/ Gary L. Hill

Gary L. Hill   Chief Executive Officer   (Principal Executive Officer)

/S/ Clinton W. Roeder

Clinton W. Roeder   Chief Financial Officer   (Principal Financial Officer)

/S/ Matthew E. Acosta

Matthew E. Acosta   Vice President, Chief Accounting Officer   (Principal Accounting Officer)

---

## EX-10.4

SEC source: [teamrsufullawardformjune20.htm](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/teamrsufullawardformjune20.htm)

TEAM, INC.

NOTICE OF GRANT

for Stock Units awarded under the

Team, Inc. Second Amended and Restated 2018 Equity Incentive Plan

Team, Inc. (the “Company”) has granted to Participant (as designated below) a long-term incentive award pursuant to the Team, Inc. Second Amended and Restated 2018 Equity Incentive Plan (as amended and/or restated, the “Plan”) and subject to the additional terms and conditions provided under the Team, Inc. Stock Unit Award Agreement, a copy of which is attached as Exhibit A (“Award Agreement”). By continuing to provide services to the Company and/or any of its Affiliates, Participant is deemed to have accepted the terms and conditions of this Notice of Grant, the Award Agreement and the Plan. Any capitalized terms not defined herein are defined in the Plan and/or the Award Agreement.

1.Grant Terms:

Participant Name:

Date of Grant: June 17, 2026

Number of Stock Units:

2.Vesting Schedule: The Participant’s Stock Units shall become vested in accordance with the following schedule:

Number of Stock Units Scheduled Vesting Date

May 31, 2027

May 31, 2028

May 31, 2029

Except as provided in the Plan or the Award Agreement, the Participant’s right to receive any amounts under this Notice or the Award Agreement shall be forfeited on the date Participant ceased to be employed by the Company and its Affiliates.

TEAM, INC. ACCEPTED AND AGREED:

PARTICIPANT

By: ___________________________ By: _________________________

Printed Name: Printed Name:

Title: Date Signed: _____________________

TEAM, INC.  
RESTRICTED STOCK UNIT AWARD AGREEMENT

for Stock Units awarded under the  
Team, Inc. Second Amended and Restated 2018 Equity Incentive Plan

This Restricted Stock Unit Award Agreement (the “Agreement”) is entered into between Team, Inc. (the “Company”) and the individual employee of a subsidiary or affiliate of the Company who received a StockPlan Connect notification from Morgan Stanley Smith Barney LLC and the Company (the “Participant”), upon the date of the Participant’s electronic grant acceptance of a restricted stock unit award (the “Award Certificate”), which is incorporated herein by reference. It is understood by the individual employee that acceptance of the Award Certificate is an acceptance of this Agreement which includes the attached Exhibit A (Protected Information, Inventions, and Non-Solicitation Agreement with Non-Compete including its Appendix).

1.Restricted Stock Unit Award.

On the Date of Grant specified on the Award Certificate, the Company has awarded to the Participant, a certain number of Restricted Stock Units as provided in the Award Certificate (this “Award”), which represents an unfunded, unsecured promise by the Company to deliver common shares of the Company (“Shares”) pursuant to the vesting schedule on the Participant’s Award Certificate.

This Restricted Stock Unit has been granted under the Team, Inc. Second Amended and Restated 2018 Equity Incentive Plan (as amended and/or restated, the “Plan”) and will include and be subject to all provisions of the Plan, which are incorporated herein by reference, and will be subject to the provisions of this Agreement. Capitalized terms used in this Agreement which are not specifically defined will have the meanings defined under the Plan. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.

Notwithstanding any other provision of this Agreement, this Award Certificate shall be forfeited if the Participant does not electronically accept the grant of the Award Certificate on or before the last day of the calendar month that occurs six (6) months following the calendar month in which the Award Certificate was granted.

2.Terms and Conditions.

(A)Vesting Date. Subject to the conditions set forth in the Plan and this Agreement, the Restricted Stock Units issued to the Participant will vest on the Vesting Dates (as defined below) listed in the Award Certificate.

(B)Settlement of Units. Except as provided in Subsection (C) below, the Company will issue one Share to the Participant on the date each Restricted Stock Unit is scheduled to become vested under the terms of the Award Certificate (“Vesting Date”). As a ministerial matter, the Company shall cause the issuance and delivery of Shares to the Participant as soon as practicable after each designated Vesting Date and in any event within twenty (20)

business days after such designated Vesting Date; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent shall have deposited such Shares according to the delivery instructions; and provided further that if any law, regulation or order of the Securities and Exchange Commission (the “Commission”) or other body having jurisdiction shall require the Company or the Participant to take any action in connection with the delivery of the Shares, then, subject to the other provisions of this Section, the date on which such delivery shall be deemed to have occurred shall be extended for the period necessary to take and complete such action, it being understood that the Company shall have no obligation to take and complete any such action.

(C)Accelerated Vesting. Upon the Participant’s Termination of Service (i) due to the Participant’s death or Disability or (ii) upon a Change of Control, all of the Participant’s unvested Restricted Stock Units will automatically vest and the Company shall immediately thereafter issue one Share to the Participant for each of the Participant’s Restricted Stock Units.

(D)Forfeiture. Except as otherwise provided in Section 2(C) hereof, the Participant will forfeit all unvested Restricted Stock Units upon the Participant’s Termination of Service for any reason.

(E)Rights as a Stockholder. Except as otherwise specifically provided in this Agreement, the Participant shall not be entitled to any rights of a stockholder with respect to the Restricted Stock Units. The Participant shall have no right to receive dividend equivalent payments with respect to Shares that may be received pursuant to the Award Certificate and this Agreement.

(F)Non-Transferability of Restricted Stock Unit. This Restricted Stock Unit may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, or pursuant to a court order in the event of divorce. The terms of the Plan, this Agreement and the Award Certificate shall be binding upon the executors, administrators, heirs, successors, representatives and assignees of the Participant.

(G)Responsibility for Taxes. Regardless of any action the Company or an Affiliate takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items legally due by him or her is and remains the Participant’s responsibility and that the Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Restricted Stock Unit grant, including the grant of Restricted Stock Units, the vesting of Restricted Stock Units, the conversion of the Restricted Stock Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of Shares acquired and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Unit to reduce or eliminate the Participant’s liability for Tax Related Items.

Prior to the issuance of Shares on a designated delivery date or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company (in its sole discretion) to satisfy all withholding and payment on account obligations of the Company or any of its Affiliates. In this regard, the Participant authorizes the Company or its Affiliate, as applicable, to withhold all applicable Tax Related Items legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or its Affiliate, as applicable, or from any equivalent cash

payment received upon vesting of the Restricted Stock Units. Alternatively, the Company may, in its sole discretion, (i) sell or arrange for the sale of Shares to be issued on the vesting of Restricted Stock Units to satisfy the withholding or payment on account obligation, and/or (ii) withhold in Shares, provided that the Company and the Participant’s actual Employer (defined below) shall withhold only the amount of Shares necessary to satisfy the minimum withholding amount. The Participant shall pay to the Company or to the Employer any amount of Tax Related Items that the Company may be required to withhold as a result of the Participant’s receipt of Restricted Stock Units, the vesting of Restricted Stock Units, the receipt of a dividend equivalent cash payment, or the conversion of vested Restricted Stock Units to Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver Shares to the Participant if the Participant fails to comply with the Participant’s obligation in connection with the Tax Related Items as described herein. For purposes of this provision, the term “Employer” means the Company (if the Participant is employed by the Company) or the Affiliate of the Company that employs the Participant.

To the extent that any portion of the Restricted Stock Units is treated as includible in the Participant’s income prior to the date that shares are delivered to the Participant under this Agreement, the Company and the Participant’s Employer, as applicable, are hereby authorized and directed to either (i) require the Participant to make payment of such taxes to the Company or the Participant’s Employer, as applicable, through delivery of cash or a cashier’s check within five (5) calendar days after the Company or the Participant’s Employer, as applicable, is required to remit such taxes to the Internal Revenue Service, or (ii) withhold from the Participant’s regular wages, bonus or other compensation payments the amount of any tax required to be withheld.

(H)Legality of Initial Issuance. No Shares shall be issued upon the vesting of a Restricted Stock Unit unless and until the Company has determined that:

(i)The Company and, if applicable, the Participant have taken any or all actions required to register the Shares pursuant to all applicable securities laws or to perfect an exemption from the registration requirements thereof;

(ii)Any applicable listing requirement of any stock exchange or other securities market on which Shares are listed has been satisfied; and

(iii)The Participant has taken actions, satisfactory to the Company, to pay applicable taxes as described in Subsection 2(F).

3.Return of Share Value.

(A)By accepting this Award, the Participant hereby agrees that if the Company determines that the Participant engaged in Conduct Detrimental to the Company (as defined below) during the Participant’s employment with the Company and/or an Affiliate, or during the one-year period following the Participant’s Termination of Service, the Participant shall be required, upon demand, to return to the Company, in the form of a cash payment, the Returnable Share Value (defined below) and all unvested amounts are forfeited. The Participant understands and agrees that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company and/or the Participant’s Employer, due

to the Participant’s Conduct Detrimental to the Company, including injunctive relief, attorneys’ fees and damages.

(B)By accepting this Award, the Participant hereby agrees that if the Participant’s Termination of Service with the Company or an Affiliate, as applicable, is designated by the Committee as a Special Vesting Agreement, the Participant may be permitted to continue to become vested in the Shares. If that occurs, in addition to the restriction above in Subsection (A) concerning conduct during employment and for one year after Termination of Service the Participant agrees that the Participant will not engage in Conduct Detrimental to the Company during the remaining vesting period as provided in the Award Certificate. If the Participant engages in Conduct Detrimental to the Company during the remaining portion of the vesting period, then the Participant shall (i) forfeit all of the unvested Shares, and (ii) be required, upon demand, to return to the Company, in the form of a cash payment, the Returnable Share Value paid to date. The Participant understands and agrees that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company due to the Participant’s Conduct Detrimental to the Company, including injunctive relief, attorneys’ fees and damages.

4.Definitions.

The following definitions shall apply for purposes of this Agreement:

(A)“Conduct Detrimental to the Company” means:

(i)The Participant engages in Serious Misconduct (whether or not such Serious Misconduct is discovered by the Company prior to the Participant’s Termination of Service);

(ii)The Participant breaches the Participant’s obligations to the Company, or an Affiliate, with respect to confidential and proprietary information or trade secrets;

(iii)The Participant breaches the Participant’s non-competition, non-solicitation of customers, or non-solicitation of employees obligations under the Protected Information, Inventions, and Non-Solicitation Agreement with Non-Compete (“PIINS Agreement”), which is attached hereto as Exhibit A and incorporated by reference as if fully set forth herein, or any other agreement under which the Participant owes the Company or an Affiliate any duties regarding non-disclosure, non-solicitation, non-interference, non-competition, or non-disparagement;

(iv)The Participant violates any other legal obligation the Participant owes to the Company, whether provided for by statute or under the common law of any state or federal jurisdiction, including, but not limited to, obligations regarding confidentiality, duties of loyalty, duties of good faith, duties of candor, duties to disclose opportunities, or other similar fiduciary duties; or

(v)The Participant seeks to have any of the obligations listed above in (i)-(iv) found unenforceable or invalid or modified for any reason.

The Participant acknowledges that the Conduct Detrimental to the Company is worthy of protection by these promises due to the nature of the harm that would be caused by such actions because the Participant acknowledges that the Company and, if applicable, its Affiliate, has promised and the Participant has been entrusted with access to significant

confidential or trade secret or propriety information of the Company or its Affiliates, as well as access to relationships and information regarding the Company’s or its Affiliates’ customers, vendors, and employees, specialized training, and association with the goodwill of the Company and, if applicable, its Affiliate.

(B)“Special Vesting Agreement” means an agreement in which the Committee, in its sole discretion, elects to permit some or all of the Participant’s Restricted Stock Units to continue vesting following the Participant’s Termination of Service with the Company or with an Affiliate, as applicable, in exchange for the Participant’s strict compliance with designated post-termination conditions, as determined by the Committee pursuant to a written agreement executed at the time the Participant’s Termination of Service occurs.

(C)“Returnable Share Value” means a cash amount equal to the gross value of the Shares that were issued to the Participant in the one-year period prior to the Company’s determination that the Participant engaged in Conduct Detrimental to the Company pursuant to this Agreement, determined as of the date such Shares were issued to the Participant and using the Fair Market Value of the Company’s common stock on that date. For purposes of clarity, if the Participant’s shares have an extended vesting period due to a Special Vesting Agreement, then the Returnable Share Value amount shall include all shares that became vested during the one-year period (or two-year period if at the time of the Participant’s separation from employment the Participant was employed at an Executive Vice President level, Senior Vice President level or above) ending on the date the Participant first engaged in an action that is treated as Conduct Detrimental to the Company.

(D)“Serious Misconduct” shall mean (i) embezzlement or misappropriation or unauthorized destruction of Company, or Affiliate, funds or other Company, or Affiliate, assets, including confidential or trade secret information; (ii) commission of a fraudulent or illegal act; (iii) untruthful or materially misleading representations regarding financial information of the Company or an Affiliate; (iv) insubordination or failure to follow reasonable requests of the Company or an Affiliate; (v) disparagement of the products, services, business, employees, officers or directors of the Company or an Affiliate; or (vi) the willful failure to comply with the policies and procedures of the Company, or an Affiliate, including but not limited to policies and procedures regarding workplace conduct and the prevention of harassment, discrimination and retaliation in the workplace. Serious Misconduct will be determined by the Committee, in its sole discretion.

5.Additional Provisions

(A)Notices. The Company may deliver any notice required by the terms of this Agreement in writing or by electronic means. Any such notice that is given in writing shall be deemed effective upon personal delivery or upon deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid. The notice shall be addressed to the Company at its principal executive office and to the Participant at the address that the Participant most recently provided to the Company.

(B)Entire Agreement. This Agreement, the PIINS Agreement and its Appendix, the Award Certificate and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, however, that the provisions of the Plan shall continue to apply, and further provided that in case of inconsistencies or ambiguities, the provisions of the Plan shall prevail over the provisions of the PIINS Agreement, this Agreement or the Award Certificate. The foregoing notwithstanding, this Agreement does not modify or

supersede any agreement or obligations of the Participant for the benefit of the Company or any affiliate, regarding non-disclosure, non-disparagement, non-solicitation, non-interference or non-competition. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(C)Governing Law. This Agreement and the Plan shall be governed by, and construed in accordance with, the laws of the State of Texas, United States of America. Both parties to this Agreement waive a trial by jury of any or all issues arising in any action or proceeding between the parties hereto or their successors, under or connected with this Agreement and consent to trial by the judge. The venue for any and all disputes arising out of or in connection with this Agreement shall be Harris County, Texas, United States of America, and the courts sitting exclusively in Harris County, Texas, United States of America shall have exclusive jurisdiction to adjudicate such disputes. Each party hereby expressly consents to the exercise of jurisdiction by such courts and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to such laying of venue (including the defense of inconvenient forum).

(D)Administration. Any determination by the Company and its counsel in connection with any question or issue arising under this Agreement, the Award Certificate, or the Plan shall be conclusive and binding on the Participant and all other persons, having an interest hereunder.

(E)Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and to the Participant, the Participant’s executors, administrators, heirs, successors, representatives and assignees.

(F)Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Unit granted under and participation in the Plan or future Restricted Stock Units that may be granted under the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan and sign the Agreement through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. By continuing to provide services to the Company and/or any of its Affiliates, or by completing an electronic acceptance Agreement, the Participant is deemed to have accepted the terms and conditions of this Agreement, the PIINS Agreement, and the Plan.

(G)Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. To the extent there is any ambiguity in this Agreement as to its compliance with Section 409A, this Agreement shall be read to conform with the requirements of Section 409A, and the Company may at its sole discretion amend or replace this Agreement to cause this Agreement to comply with Section 409A. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any amount payable under this Agreement except to the extent specifically permitted or required by Code Section 409A. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

(H)Employment Relationship. For purposes of this Agreement, the Participant shall be considered to be in the employment of the Company as long as the Participant remains an employee of either the Company or an Affiliate. Nothing in the adoption of the Plan or the award of the Restricted Stock Units thereunder pursuant to this Agreement shall confer upon the Participant the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, the Participant’s employment by the Company shall be on an at-will basis, and the employment relationship may be terminated at any time by either the Participant or the Company for any reason whatsoever, with or without cause. Any question as to whether and when there has been a Termination of Service, and the cause of such termination, shall be determined by the Committee, and its determination shall be final.

(I)Clawback. Notwithstanding any provisions in the Agreement to the contrary, the Participant’s rights with respect to the this Award shall in all events be subject to (a) all rights that the Company may have under any Company recoupment policy or any other agreement or arrangement with the Participant, and (b) all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other.

The Company has caused this Agreement to be executed by an authorized officer and the Participant has agreed to and accepted the terms of this Agreement, the Award Certificate, the Plan, and Exhibit A (the PIINS Agreement and its Appendix),* all as of the date the Participant accepts the Award Certificate.

COMPANY:

TEAM, INC.

Gary Hill

Chief Executive Officer

*By clicking the applicable “Accept Award” or “Accept Grant” button or otherwise acknowledging acceptance of the Award Certificate through the system in place by the Company, the Participant has agreed to and accepted the terms of this Agreement, the Award Certificate, the Plan, and Exhibit A to the Restricted Stock Unit Award Agreement (the PIINS Agreement and its Appendix), utilizing online grant acceptance capabilities with StockPlan Connect page of Morgan Stanley Smith Barney LLC, the Company’s restricted stock administrator.

[see next page for EXHIBIT A to Restricted Stock Unit Award Agreement]

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## EX-10.5

SEC source: [teampsuagreementformjune20.htm](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/teampsuagreementformjune20.htm)

TEAM, INC.

PERFORMANCE UNIT AWARD AGREEMENT

for Stock Units awarded under the  
Team, Inc. Second Amended and Restated 2018 Equity Incentive Plan

This Performance Unit Award Agreement (this “Agreement”) is made and entered into as of June 17, 2026 (the “Grant Date”) by and between Team, Inc., a Delaware corporation (the “Company”) and _________________ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Team, Inc. Second Amended and Restated 2018 Equity Incentive Plan, as amended (the “Plan”).

WHEREAS, the Company has adopted the Plan, pursuant to which Restricted Stock Units may be granted; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock Units which become vested based on continued service and the attainment of designated performance goals as provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Performance Units. Pursuant to Section 11 of the Plan, the Company hereby grants to the Grantee an Award of _________ Restricted Stock Units (the “Award”), which shall become vested based on the attainment of the Performance Criteria designated in Section 2 and Exhibit A. For purposes of Exhibit A, the number of shares listed in the preceding sentence is the “Target PSUs”. Each performance-based Restricted Stock Unit (each, a “PSU”) represents the right to receive one Share, subject to the terms and conditions set forth in this Agreement and the Plan.

2. Performance Criteria. The Award’s Performance Period and Performance Criteria are set forth in Exhibit A to this Agreement. The Performance Criteria has been established by the Committee, which shall determine and certify whether such criteria has been satisfied.

3. Determination of Performance. Within 45 days following the Vesting Date (as defined below), the Committee will review and certify in writing (i) the extent to which the Performance Criteria has been satisfied, and (ii) the actual number of Target PSUs earned by the Grantee (the “Earned PSUs”). Following the issuance of such certification, the number of PSUs that the Grantee shall earn, if any, shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

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4. Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein in Sections 5 and 6, the PSUs will vest and become non-forfeitable on March 1, 2029 (the “Vesting Date”), subject to (i) the Company’s achievement of the Performance Criteria and (ii) the Grantee’s continuous service with the Company from the Grant Date through the date payments are made pursuant to Section 7 of this Agreement.

5. Termination of Service.

5.1 Except as otherwise expressly provided in this Section 5 or in Section 6 hereof, upon the Grantee’s Termination of Service for any reason at any time prior to the Vesting Date, all of the PSUs shall be automatically forfeited upon such Termination of Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.

5.2 Notwithstanding Section 5.1, upon the Grantee’s Termination of Service during the Performance Period after December 31, 2027 (i) by the Company without Cause, (ii) by the Grantee for Good Reason or (iii) due to the Grantee’s death or Disability (each of clauses (i)-(iii), a “Qualifying Termination”), all Target PSUs that remain unvested as of the date of such Qualifying Termination will be eligible to become Earned PSUs on a pro-rata basis, based on the Company’s actual achievement of the Performance Criteria (the “Pro-Rata PSUs”), with the portion of the unvested Target PSUs that are eligible to become Earned PSUs determined by multiplying (a) the unvested Target PSUs, by (b) a fraction, the numerator of which equals the number of days between January 1, 2026 and the date of such Qualifying Termination, and the denominator of which equals 1,095 (but in no event shall such fraction exceed one). Payment in respect of any Pro-Rata PSUs that become Earned PSUs following the Qualifying Termination shall be made no later than thirty (30) days following the Company’s determination of achievement of the relevant Performance Criteria that cause the PSUs to become Earned PSUs.

5.3 For purposes of this Agreement, (i) a termination “without Cause” shall mean a Termination of Service due to the Company’s unilateral exercise of its independent authority, other than due to the Grantee’s implicit or explicit request, where the Grantee was willing and able to continue providing services, and where such Termination of Service is not the result of (a) a good faith determination by the Board of Directors that the Grantee knowingly committed material acts involving fraud, dishonesty or violations of criminal or other statutes, or (b) a good faith determination by the Board of Directors that the Grantee knowingly violated Team’s Code of Business Conduct and Ethics; and (ii) a termination “for Good Reason” shall mean a Termination of Service by the Grantee upon the occurrence of any of the following events without the consent of the Grantee: (a) a material diminution in the base compensation of the Grantee, (b) a material change in geographic work location for an Grantee to a location more than 50 miles from the Grantee’s current work location or (c) a material diminution in the Grantee’s authorities, duties or responsibilities, and position within the leadership team of the

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Company; provided, however, that a termination for Good Reason shall not be considered to occur solely because an Grantee’s authorities, duties or responsibilities, and position are reallocated to other employees based on a good faith determination by the Board of Directors that such reallocation is necessary in order to adequately address material growth and/or expansion of the business of the Company. In order to experience a termination for Good Reason hereunder, the Grantee must provide notice to the Company of the event that would give rise to a termination for Good Reason within 90 days of the initial existence of the condition, upon notice of which the Company will be allowed 30 days in which to remedy the condition and not be required to provide the benefits hereunder for a termination for Good Reason.

6. Effect of a Change of Control. Upon the occurrence of a Change of Control during the Performance Period, the Award will automatically vest and immediately become payable at the amounts calculated in accordance with Exhibit B hereto.

7. Payment of PSUs. Except as otherwise provided in Section 5.2 or Section 6 hereof, payment in respect of the Earned PSUs for the Performance Period shall be made in (i) Shares, (ii) cash equal to the Fair Market Value of the Shares that would otherwise be delivered with respect to the Earned PSUs as of the date of settlement, or (iii) a combination thereof as determined in the discretion of the Committee, and shall be issued to the Grantee as soon as practicable, but not later than forty-five (45) days, following the Vesting Date. To the extent the PSUs are settled in Shares, the Company shall (a) issue and deliver to the Grantee the number of Shares equal to the number of Earned PSUs less applicable tax withholding, and (b) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the Shares delivered to the Grantee.

8. Transferability. Subject to any exceptions set forth in this Agreement or the Plan, the PSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee, except by will or the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold such PSUs subject to all of the terms and conditions that were applicable to the Grantee immediately prior to such transfer.

9. Rights as Shareholder; Dividend Equivalents.

9.1 The Grantee shall not have any rights of a shareholder with respect to the Shares underlying the PSUs, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents.

9.2 Upon and following the vesting of the PSUs and the issuance of Shares, the Grantee shall be the record owner of the Shares underlying the PSUs unless and until such Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting and dividend rights, if any).

10. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an Employee, consultant or

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director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee’s service at any time, with or without Cause.

11. Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the PSUs shall be adjusted or terminated in any manner as contemplated by Section 20 of the Plan.

12. Tax Liability and Withholding.

12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. As a condition of the receipt of this grant, prior to the vesting of the PSUs the Grantee hereby agrees to make such arrangements as the Company may require in order to satisfy any required federal, state, local or foreign withholding tax obligations, calculated using rates of up to, but not exceeding, the maximum statutory withholding rates applicable in the Grantee’s particular jurisdiction, that the Company, in its sole discretion, determines may arise in connection with the receipt of this grant or the issuance of Shares (the “Tax Obligations”). The Grantee understands that the Company shall not be required to issue any Shares under the Plan unless and until such Tax Obligations are satisfied.

12.2 The Company intends, and the Grantee hereby authorizes the Company, to satisfy the Tax Obligations by withholding from the Grantee’s Earned PSUs the number of full Shares having an aggregate market value at that time of vesting equal to the amount the Company determines are equal to the Tax Obligations, with the remainder to be satisfied by withholding from the Grantee’s wages or other cash compensation payable by the Company or the Grantee’s employer. To the extent the Company determines that the number of PSUs or Shares withheld pursuant to this Section 12.2 is insufficient to satisfy such Tax Obligations, the Grantee hereby authorizes the Company or the Grantee’s employer to deduct from the Grantee’s compensation the additional amounts necessary to fully satisfy the Tax Obligations. If the Company chooses not to deduct such amount from the Grantee’s compensation, the Grantee agrees to pay the Company, in cash or by check, the additional amount necessary to fully satisfy the Tax Obligations. The Grantee hereby agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 12.2.

12.3 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax Related Items”), the ultimate liability for all Tax Related Items is and remains the Grantee’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax Related Items in connection with the grant, vesting or settlement of

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the PSUs or the subsequent sale of any Shares, and (ii) does not commit to structure the PSUs to reduce or eliminate the Grantee’s liability for Tax Related Items.

13. Compliance with Law. The issuance and transfer of Shares in connection with the PSUs shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

14. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the General Counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

15. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Texas without regard to conflict of law principles.

16. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.

17. PSUs Subject to the Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

18. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.

19. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

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20. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the PSUs in this Agreement does not create any contractual right or other right to receive any PSUs or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

21. Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the PSUs, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.

22. Clawback. Notwithstanding any provisions in the Agreement to the contrary, the Grantee’s rights with respect to the Award shall in all events be subject to (i) all rights that the Company may have under any Company recoupment policy or any other agreement or arrangement with the Grantee, and (ii) all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other applicable law.

23. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.

24. No Impact on Other Benefits. The value of the Grantee’s PSUs is not part of the Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

25. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

6

26. Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

TEAM, INC.

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_   Name: Gary L. Hill   Title: Chief Executive Officer

GRANTEE   By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_   Printed Name:   Date Signed: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

8

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## EX-31.1

SEC source: [tisi-06302026ex311.htm](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex311.htm)

Exhibit 31.1

I, Gary L. Hill, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Team, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2026

/S/ Gary L. Hill

Gary L. Hill   Chief Executive Officer   (Principal Executive Officer)

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## EX-31.2

SEC source: [tisi-06302026ex312.htm](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex312.htm)

Exhibit 31.2

I, Clinton W. Roeder, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Team, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2026

/S/ Clinton W. Roeder

Clinton W. Roeder   Chief Financial Officer   (Principal Financial Officer)

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## EX-31.3

SEC source: [tisi-06302026ex313.htm](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex313.htm)

Exhibit 31.3

I, Matthew E. Acosta, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Team, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2026

/S/ Matthew E. Acosta

Matthew E. Acosta   Vice President, Chief Accounting Officer   (Principal Accounting Officer)

---

## EX-32.1

SEC source: [tisi-06302026ex321.htm](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex321.htm)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Team, Inc. (the Company) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gary L. Hill, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ Gary L. Hill

Gary L. Hill   Chief Executive Officer   (Principal Executive Officer)

August 10, 2026

---

## EX-32.2

SEC source: [tisi-06302026ex322.htm](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex322.htm)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Team, Inc. (the Company) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Clinton W. Roeder, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ Clinton W. Roeder

Clinton W. Roeder   Chief Financial Officer   (Principal Financial Officer)

August 10, 2026

---

## EX-32.3

SEC source: [tisi-06302026ex323.htm](https://www.sec.gov/Archives/edgar/data/318833/000031883326000054/tisi-06302026ex323.htm)

Exhibit 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Team, Inc. (the Company) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Matthew E. Acosta, Vice President and Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ Matthew E. Acosta

Matthew E. Acosta   Vice President, Chief Accounting Officer   (Principal Accounting Officer)

August 10, 2026