eqpt-20260421

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to [insert statute symbol]204.14a-12

EQUIPMENTSHARE.COM INC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


						5710 Bull Run Drive, Columbia, MO 65201

Dear Stockholder:

Please join us for the first annual meeting of stockholders (including any postponements, adjournments, or continuations thereof, the “2026 Annual Meeting”) of EquipmentShare.com Inc (“EquipmentShare” or the “Company”) to be held on Thursday, June 4, 2026 at 11:00 a.m., Central Time. The 2026 Annual Meeting will be a completely “virtual meeting” of stockholders to increase stockholder access, reduce the environmental impact of a physical meeting, and save EquipmentShare and our stockholders time and money. You will be able to attend the 2026 Annual Meeting and submit your questions during the 2026 Annual Meeting by visiting www.virtualshareholdermeeting.com/EQPT2026 and entering the 16‐digit control number included in your Notice of Internet Availability of the Proxy Materials (the “Notice of Internet Availability”), on your proxy card, or in the instructions that accompanied your proxy materials.

We are holding the 2026 Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

Notice Of
Annual Meeting Of Stockholders

Date:

Thursday

JUNE 4, 2026

Time:

11:00 a.m., Central Time

Place:

Virtual Meeting

YOUR VOTE
IS IMPORTANT

_______

Whether or not you plan to attend our 2026 Annual Meeting, we encourage you to read our proxy materials and submit your proxy or voting instructions as soon as possible.

To elect the nominees for director to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified (“Proposal 1”);

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”);

To approve, on a non-binding and advisory basis, the compensation of our named executive officers (“Proposal 3”);

To approve, on a non-binding and advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers (“Proposal 4”); and

To conduct any other business properly brought before the 2026 Annual Meeting.

The record date for the 2026 Annual Meeting is Friday, April 10, 2026 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the 2026 Annual Meeting.

Your vote is very important. Whether or not you plan to attend our 2026 Annual Meeting, we encourage you to read our proxy materials and submit your proxy or voting instructions as soon as possible.


						5710 Bull Run Drive, Columbia, MO 65201

In the event of a change in the time, date, or location of the 2026 Annual Meeting, we will make an announcement, issue a press release, or post information on our website at www.ir.equipmentshare.com to notify stockholders. Information on or accessible through our website is not incorporated by reference in the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting to be held on June 4, 2026 at 11:00 a.m., Central Time.

The Notice of Internet Availability for the 2026 Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2025 (the “Annual Report”) are available at www.proxyvote.com.

The 2026 Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/EQPT2026 and entering the 16-digit control number included in your Notice of Internet Availability, on your proxy card, or in the instructions that accompanied your proxy materials.

By Order of the Board of Directors.

Jabbok Schlacks

Founder, Chief Executive Officer, and Director

Columbia, MO

April 21, 2026

All stockholders are cordially invited to attend the annual meeting, which will be held virtually via the internet. Whether or not you expect to attend the annual meeting, your vote is important to us. Please vote as promptly as possible in order to ensure your representation at the annual meeting. You may vote your shares by telephone or over the internet as instructed in these materials. If you received a proxy card or voting instruction card by mail, you may submit your proxy card or voting instruction card by completing, signing, dating, and mailing your proxy card or voting instruction card in the envelope provided. Even if you have voted by proxy, you may still attend the annual meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must use the control number included on your Notice of Internet Availability or you must obtain a proxy issued in your name from that record holder.

Table of Contents


General Information About our 2026 Annual Meeting			1
Proposal 1: Election of Directors			9
Nominees for Director			9
Vote Required and Recommendation of Board			13
Executive Officers			14
Information Regarding the Board of Directors and Corporate Governance			15
Director Independence			15
Composition			15
Family Relationships			16
Committees of the Board of Directors			16
Considerations in Evaluating Director Nominations			19
Compensation Committee Interlocks and Insider Participation			19
Section 16(a) Beneficial Ownership Reporting Compliance			19
Board Leadership Structure			20
Role of our Board in Risk Oversight			20
Meetings of the Board of Directors			20
Director Attendance at the 2026 Annual Meeting			21
Indemnification of Directors and Officers			21
Code of Business Conduct and Ethics Policy			21
Insider Trading Policy			21
Compensation Recoupment Policy			22
Director Compensation			22
Legal Proceedings			22
Stockholder Communications with our Board			24
Certain Relationships and Related Party Transactions			25
Security Ownership Information			29
Security Ownership of Certain Beneficial Owners and Management			29
Proposal 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm			32
Independent Registered Public Accounting Firm Fee Information			32
Pre-Approval Policies and Procedures			33
Audit Committee Report			33
Vote Required and Recommendation of Board			34
Compensation Discussion and Analysis			35
Compensation Process			36
2025 Compensation Decisions			37
IPO Founder Awards			39
Other Benefits and Perquisites			40


Restrictive Covenant Agreements; Executive Employment Agreements			41
Tax and Accounting Considerations			41
Compensation Committee Report			41
Summary Compensation Table			42
Grants of Plan-Based Awards			43
Outstanding Equity Awards at Year-End			44
Option Exercises and Stock Vested			45
Pension Benefits and Nonqualified Deferred Compensation			45
Potential Payments upon Termination or Change in Control			45
Equity Compensation Plan Information			45
Proposal 3: Advisory Vote on the Compensation of the Named Executive Officers			46
Vote Required and Recommendation of Board			46
Proposal 4: Advisory Vote on Frequency of Future Votes on Executive Compensation			47
Vote Required and Recommendation of Board			47
Other Matters			48
Materials Not Incorporated by Reference			48
Annual Report on Form 10-K			48


1						To elect to the Company’s Board of Directors seven director nominees for one-year terms;
2						To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
3						To approve, on a non-binding and advisory basis, the compensation of our named executive officers;
4						To approve, on a non-binding and advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers; and
5						To conduct any other business properly brought before the 2026 Annual Meeting.


Name	Age	Position

Jabbok Schlacks	48	Founder, Chief Executive Officer, and Director
William J. Schlacks IV	42	Founder, President, Director, and Board Secretary
David Marquardt	58	Chief Financial Officer and Chief Accounting Officer
Mark Wopata	34	Executive Vice President, Finance and Chief Data Officer


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)	Total ($)

Naveen Bhatia	—	—	—
Jennifer Giacomazza	—	—	—
William Bryan Hill	20,000	—	20,000
John Weinstein	—	—	—
Henry Yeagley	—	—	—


	Voting Shares Beneficially Owned
	Class A		Class B		Total Voting Power (%)
Name of Beneficial Owner	Shares (#)	(%)	Shares (#)	(%)

Directors and Named Executive Officers
Jabbok Schlacks(1)	14,306,548	6.7	20,472,304	50.0	43.9
William J. Schlacks IV(1)	14,306,548	6.7	20,472,304	50.0	43.9
David Marquardt(2)	124,285	*	—	—	*
Mark Wopata(3)	300,208	*	—	—	*
Naveen Bhatia	302,000	*	—	—	*
Jennifer Giacomazza(4)	160,000	*	—	—	*
William Bryan Hill	—	—	—	—	—
John Weinstein	—	—	—	—	—
Henry Yeagley	—	—	—	—	—
All current directors and executive officers as a group (9 persons)	29,499,589	13.7	40,944,608	100	87.8
More than Five Percent Holders
Anchorage Capital Group, L.L.C.(5)	17,770,560	8.3	—	—	1.8
Insight Venture Partners IX, L.P.(6)	13,526,731	6.3	—	—	1.4
Romulus Capital III L.P.(7)	55,489,664	25.8	—	—	5.7


	Year Ended December 31, 2025 ($)	Year Ended December 31, 2024 ($)

Audit Fees(1)	4,855,467.58	6,250,925.90
Audit-Related Fees(2)	10,000.00	93,464.00
Tax Fees	—	—
All Other Fees(3)	9,859.00	10,738.50
Total Fees	4,875,326.58	6,355,128.40


Name			Title

Jabbok Schlacks			Founder and Chief Executive Officer
William J. Schlacks IV			Founder and President
David Marquardt			Chief Financial Officer and Chief Accounting Officer
Mark Wopata			Executive Vice President, Finance and Chief Data Officer


Named Executive Officer			2025 Base Salary ($)

Jabbok Schlacks			135,000
William J. Schlacks IV			135,000
David Marquardt			300,000
Mark Wopata			350,000


Named Executive Officer	2026 Base Salary ($)	2026 Bonus ($)	2026 RSUs (#)	2026 Special RSUs (#)

David Marquardt	525,000	150,000	50,000	15,000
Mark Wopata	525,000	175,000	50,000	15,000


Tranche	Price Hurdle (per Share) ($)	Award Earned (%)

1	29.85	17.70
2	59.69	21.11
3	119.39	21.11
4	238.77	21.11
5	358.16	18.97


Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)(1)	All Other Compensation ($)(2)	Total ($)

Jabbok Schlacks Founder and Chief Executive Officer	2025	135,000	—	—	—	135,000
	2024	135,000	—	—	—	135,000
William J. Schlacks IV Founder and President	2025	135,000	—	—	—	135,000
	2024	135,000	—	—	—	135,000
David Marquardt Chief Financial Officer and Chief Accounting Officer	2025	300,000	—	—	3,000	303,000
	2024	276,923	125,000	—	3,000	404,923
Mark Wopata Executive Vice President, Finance and Chief Data Officer	2025	350,000	—	924,000	29,005	1,303,005
	2024	290,769	126,899	—	3,000	420,668


Name	Grant Date	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(1)

Jabbok Schlacks	—	—	—	—
	—	—	—	—
William J. Schlacks IV	—	—	—	—
David Marquardt	—	—	—	—
	—	—	—	—
Mark Wopata	March 3, 2025(2)	175,000	9.72	924,000


	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date

Jabbok Schlacks	1,687,832(1)	—	4.22	6/15/2031
William J. Schlacks IV	1,687,832(1)	—	4.22	6/15/2031
David Marquardt	60,000(2)	—	4.22	8/29/2031
Mark Wopata	4,900(3)	—	0.76	5/20/2029
	20,000(4)	—	1.39	9/27/2030
	40,000(5)	—	4.22	6/15/2031
	78,333(6)	1,667	6.18	1/31/2032
	56,666(7)	23,334	6.04	3/5/2033
	72,196(8)	102,084	9.72	3/3/2035


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (%) (b)(1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (#) (c)

Equity Compensation Plans Approved by Security Holders	10,287,750	4.64	7,373,895
Equity Compensation Plans Not Approved by Security Holders	—	—	—
Total	10,287,750	4.64	7,373,895

SEC Form DEF 14A filed by EquipmentShare.com Inc