EquipmentShare Announces Launch of Private Offering of Notes

EquipmentShare (Nasdaq: EQPT) launched a private offering of $1.05 billion in senior secured second lien notes due 2034.

Rhea-AI Summary

EquipmentShare (Nasdaq: EQPT) launched a private offering of $1.05 billion in senior secured second lien notes due 2034. According to EquipmentShare, net proceeds are expected to repay borrowings under its asset-based revolving credit facility, cover related fees and expenses, and support general corporate purposes.

The notes will be secured on a second-priority lien basis and offered only to qualified institutional buyers in the U.S. under Rule 144A and to non-U.S. investors under Regulation S. Completion, size and terms remain subject to market conditions.

Positive

• Planned $1.05 billion senior secured second lien notes due 2034
• Intended use of proceeds includes repaying asset-based revolving credit facility borrowings

Negative

• Offering completion, size and terms are subject to market conditions
• Notes will be senior secured second lien obligations, adding to secured capital structure if issued

Argus Jun 16 session

+5.18% close to close Open Argus

Details

News Market Reaction – EQPT

On Jun 16, the day this news came out, EQPT closed 5.18% above the previous close.

Data tracked by StockTitan Argus for the Jun 16 session.

Market Context

On Jun 16, the day this news came out, the stock closed 5.2% above the previous close. A strong posi...

Analysis

On Jun 16, the day this news came out, the stock closed 5.2% above the previous close. A strong positive reaction aligns with a pattern of sizeable moves around corporate events. The new $1,050 million senior secured second lien notes due 2034 would reshape the capital structure by refinancing the asset-based revolving credit facility and adding longer-dated debt. Investors have seen frequent post-IPO catalysts, including raised guidance and board changes, so sustained enthusiasm often depended on how balance-sheet changes interacted with growth.

Key Figures

Notes offering size: $1,050 million Notes maturity: 2034

Notes offering size

$1,050 million

Aggregate principal amount of senior secured second lien notes

Notes maturity

2034

Year when the senior secured second lien notes are due

Historical Context

5 past events · Latest: 2026-06-10

5 events

1. 2026-06-10

   Board changes

   24h Move

   +5.6%

   New independent directors appointed and prior members stepped down post-IPO.

2. 2026-06-05

   Conference appearance

   24h Move

   -4.3%

   Announcement of participation in Wells Fargo Industrials & Materials Conference.

3. 2026-05-26

   Conference appearance

   24h Move

   +4.1%

   Participation at Keybanc Industrials & Basic Materials Conference detailed.

4. 2026-05-13

   Earnings beat/guidance

   24h Move

   -5.6%

   Strong Q1 2026 revenue growth and raised full-year 2026 guidance reported.

5. 2026-05-05

   Earnings call notice

   24h Move

   +4.8%

   Announcement of timing and access details for Q1 2026 results call.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior secured second lien notes, asset-based revolving credit facility, rule 144a, regulation s, +1 more

5 terms

senior secured second lien notes financial

"aggregate principal amount of senior secured second lien notes due 2034 (the “Notes”)."

A senior secured second lien note is a type of loan or bond that is backed by specific company assets but is paid after a first‑lien lender if those assets must be sold. Think of it as two people holding a mortgage on the same house: the first person gets paid from a sale first, and the second person gets whatever remains; because of that lower payout priority, second‑lien notes usually offer higher interest to compensate investors for the added risk. Investors watch these for the trade-off between higher yield and greater recovery uncertainty in a default.

asset-based revolving credit facility financial

"use the net proceeds from the Offering to repay borrowings under its asset-based revolving credit facility,"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

rule 144a regulatory

"offered in the U.S. only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"and outside the U.S. to non-U.S. persons pursuant to Regulation S under the Securities Act."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers financial

"in the U.S. only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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COLUMBIA, Mo., June 16, 2026 (GLOBE NEWSWIRE) -- EquipmentShare.com Inc (Nasdaq: EQPT) (“EquipmentShare”), a leader in connected jobsite technology and one of the largest construction equipment rental providers in the United States (the “U.S.”), announced today that it has launched a private offering (the “Offering”) of $1,050 million in aggregate principal amount of senior secured second lien notes due 2034 (the “Notes”). EquipmentShare intends to use the net proceeds from the Offering to repay borrowings under its asset-based revolving credit facility, pay fees and expenses in connection with the foregoing and for general corporate purposes.

The Notes will be secured on a second priority basis by liens on substantially all of the assets that secure any first priority lien obligations of EquipmentShare.

The proposed transaction is subject to market conditions and other factors, and there can be no assurance as to whether or when these transactions may be completed, or as to the actual size or terms of the transactions.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state or other jurisdiction and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration under the Securities Act and applicable securities laws of any state or other jurisdiction. The Notes will be offered in the U.S. only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the U.S. to non-U.S. persons pursuant to Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About EquipmentShare

Founded in 2015 and headquartered in Columbia, Missouri, EquipmentShare (Nasdaq: EQPT) is a nationwide construction technology and equipment solutions provider dedicated to transforming the construction industry through innovative tools, platforms and data-driven insights. By empowering contractors, builders and equipment owners with its proprietary technology, T3^®, EquipmentShare aims to drive productivity, efficiency and collaboration across the construction sector. With a comprehensive suite of solutions that includes a fleet management platform, telematics devices and a best-in-class equipment rental marketplace, EquipmentShare continues to lead the industry in building the future of construction.

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s current expectations and assumptions and are subject to risks and uncertainties. Any statements that are not historical or current facts are forward-looking statements, including those related to the terms, timing and completion of the Offering and the use of the proceeds therefrom. In many cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will” or “would,” or the negative of these terms and similar expressions intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. There can be no assurance that the Offering will be consummated on the terms described herein or at all. More information about potential risks and uncertainties that could affect our business and results of operations is included in the “Risk Factors” and “Forward-Looking Statements” sections in EquipmentShare’s filings with the Securities and Exchange Commission. All forward-looking statements, expressed or implied, included in this press release are made as of the date of this press release and are expressly qualified in their entirety by this cautionary statement. Except as otherwise required by applicable law, EquipmentShare disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

Press Inquiries:
Amy N. Susán
press@equipmentshare.com

Investor Inquiries:
Rhett Butler
ir@equipmentshare.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EquipmentShare (EQPT) announce about its June 2026 notes offering?

EquipmentShare announced a private offering of $1.05 billion in senior secured second lien notes due 2034. According to EquipmentShare, the transaction is subject to market conditions, with no assurance on completion, final size, or terms.

How will EquipmentShare use the proceeds from the $1.05 billion EQPT notes?

EquipmentShare intends to use net proceeds to repay borrowings under its asset-based revolving credit facility. According to EquipmentShare, remaining funds will cover related fees, expenses, and be used for general corporate purposes.

Who can buy the new EquipmentShare (EQPT) senior secured second lien notes?

The notes will be offered privately to qualified institutional buyers in the U.S. under Rule 144A. According to EquipmentShare, they will also be offered to non-U.S. persons outside the U.S. under Regulation S of the Securities Act.

Are the new EQPT 2034 notes registered under the Securities Act?

The notes have not been and will not be registered under the Securities Act of 1933. According to EquipmentShare, they cannot be offered or sold in the U.S. without registration or an applicable exemption from registration requirements.

What security and priority will back EquipmentShare’s 2034 senior notes?

The notes will be secured on a second-priority lien basis by substantially all assets securing first-priority obligations. According to EquipmentShare, this makes the notes senior secured second lien instruments within its capital structure if the offering closes.