SEC Filing - EquipmentShare

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schlacks William J.

(Last)

(First)

(Middle)

C/O EQUIPMENTSHARE.COM INC.

5710 BULL RUN DRIVE

(Street)

COLUMBIA

65201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EquipmentShare.com Inc [ EQPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Co-Founder & President / Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/26/2026		J⁽¹⁾		18,756,080	D	⁽¹⁾	0	D
Class A Common Stock	01/26/2026		J⁽¹⁾		18,756,080	A	⁽¹⁾	18,756,080	D
Class A Common Stock	01/26/2026		J⁽²⁾		28,392	A	⁽²⁾	18,784,472	D
Class A Common Stock	01/26/2026		D⁽³⁾		18,784,472	D	⁽³⁾	0	D
Common Stock	01/26/2026		J⁽¹⁾		2,807,882	D	⁽¹⁾	0	I	By EQS Heritage Holdings LLC⁽⁴⁾
Class A Common Stock	01/26/2026		J⁽¹⁾		2,807,882	A	⁽¹⁾	2,807,882	I	By EQS Heritage Holdings LLC⁽⁴⁾
Class A Common Stock	01/26/2026		J⁽²⁾		10,784,381	A	⁽¹⁾	13,592,263	I	By EQS Heritage Holdings LLC⁽⁴⁾
Class A Common Stock	01/26/2026		J⁽²⁾		714,285	A	⁽¹⁾	714,285	I	By EQS Legacy Holdings LLC⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C-1 Preferred Stock	⁽²⁾	01/26/2026		J⁽²⁾			28,392	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	28,392	⁽⁶⁾	0	D
Series A-1 Preferred Stock	⁽²⁾	01/26/2026		J⁽²⁾			3,897,223	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,897,223	⁽⁶⁾	0	I	By EQS Heritage Holdings LLC⁽⁴⁾
Series A-2 Preferred Stock	⁽²⁾	01/26/2026		J⁽²⁾			51,168	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	51,168	⁽⁶⁾	0	I	By EQS Heritage Holdings LLC⁽⁴⁾
Series C-2 Preferred Stock	⁽²⁾	01/26/2026		J⁽²⁾			785,715	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	785,715	⁽⁶⁾	0	I	By EQS Heritage Holdings LLC⁽⁴⁾
Series D Preferred Stock	⁽²⁾	01/26/2026		J⁽²⁾			6,050,275	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	6,050,275	⁽⁶⁾	0	I	By EQS Heritage Holdings LLC⁽⁴⁾
Series D Preferred Stock	⁽²⁾	01/26/2026		J⁽²⁾			714,285	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	714,285	⁽⁶⁾	0	I	By EQS Legacy Holdings LLC⁽⁵⁾
Class B Common Stock	⁽³⁾	01/26/2026		A⁽³⁾		18,784,472		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	18,784,472	⁽³⁾⁽⁷⁾	18,784,472	D
Stock Option (Right to Buy)	$4.22	01/26/2026		J⁽¹⁾			1,687,832⁽¹⁾	⁽⁸⁾	06/15/2031	Common Stock	1,687,832	$0⁽¹⁾	0	D
Stock Option (Right to Buy)	$4.22	01/26/2026		J⁽¹⁾		1,687,832⁽¹⁾		⁽⁸⁾	06/15/2031	Class A Common Stock	1,687,832	$0⁽¹⁾	1,687,832	D
Stock Option (Right to Buy)	$4.22	01/26/2026		D⁽³⁾			1,687,832⁽³⁾	⁽⁸⁾	06/15/2031	Class A Common Stock	1,687,832	$0⁽³⁾	0	D
Stock Option (Right to Buy)	$4.22	01/26/2026		A⁽³⁾		1,687,832⁽³⁾		⁽⁸⁾	06/15/2031	Class B Common Stock	1,687,832	$0⁽³⁾	1,687,832	D
Performance Stock Units	⁽⁹⁾	01/26/2026		A		18,321,644		⁽⁹⁾	⁽⁹⁾	Class B Common Stock	18,321,644	$0	18,321,644	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class A Common Stock (the "Reclassification"). No adjustments were made to the number of shares or exercise price of stock options held by the reporting person.

2. Pursuant to the Reclassification, each share of Preferred Stock was reclassified into one share of Class A Common Stock.

3. Pursuant to an exchange agreement entered into between the reporting person and the Issuer, immediately following the Reclassification, each share of Class A Common Stock held by the reporting person was automatically converted into a share of Class B Common Stock, on a one-for-one basis.

4. The reporting person is a managing member of EQS Heritage Holdings LLC and, jointly with Jabbok Schlacks, has controlling voting and dispositive power with regard to the shares held by the entity. The reporting person disclaims beneficial ownership of such securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

5. The reporting person is a managing member of EQS Legacy Holdings LLC and, jointly with Jabbok Schlacks, has controlling voting and dispositive power with regard to the shares held by the entity. The reporting person disclaims beneficial ownership of such securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

6. Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date.

7. Each share of Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the reporting person. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Formation. Shares of Class B Common Stock do not expire.

8. The stock options are fully vested.

9. Represents the grant to the reporting person of 18,321,644 Performance Stock units. The Performance Stock Units represent the contingent right to receive, upon vesting and settlement, up to 18,321,644 shares of Class B Common Stock. The actual number of shares of Class B Common Stock to be issued upon vesting of such Performance Stock Units will be determined based on, and will be contingent upon, the achievement of stock price hurdles.

	/s/John Griffin, as attorney-in-fact for William J Schlacks	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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