EquipmentShare.com Inc SEC Filings

EquipmentShare.com Inc closed a private offering of $1,350 million of new senior secured second lien notes due 2034, adding a large long-term debt layer to its capital structure. The notes carry a fixed interest rate of 7.125% per year, with interest payable each January 1 and July 1 starting in 2027.

The notes are secured on a second-lien basis by substantially all company and future guarantor assets and rank pari passu with EquipmentShare’s existing second-lien notes, but junior to its asset-based revolving credit facility. The indenture includes typical high-yield covenants that restrict additional debt, dividends, asset sales, affiliate transactions, and mergers, along with standard events of default.

EquipmentShare.com Inc’s co-founders Jabbok Schlacks and William J. Schlacks IV have filed a Schedule 13D detailing their ownership and control of the company. Each reports beneficial ownership of 34,828,852 shares of common stock, including both Class A and Class B, representing 14.9% of the Class A shares using one methodology and approximately 16.2% of the outstanding Class A stock and 13.8% of total common stock using another.

Through high-vote Class B shares, where each Class B share carries 20 votes versus one vote for Class A, each co-founder holds 42.5% of the total voting power, and together their interests represent 81% of the company’s aggregate voting power under a Voting Agreement that requires them to vote as a group. Their stakes include shares held directly, through EQS Heritage Holdings LLC and EQS Legacy Holdings LLC, and options that are currently exercisable. The filing also notes that on June 15, 2026, each co-founder purchased 50,000 Class A shares in open-market or brokerage transactions and remains subject to a 180-day IPO lock-up and existing equity compensation arrangements.

EquipmentShare.com Inc director and CEO Jabbok Schlacks reported open-market purchases of Class A common stock. He bought 21,700 shares at a weighted average price of $21.50 per share and 28,300 shares at a weighted average price of $20.83 per share, both in multiple transactions within stated price ranges. Following these purchases, he holds 50,000 shares directly. The filing also shows indirect holdings of 13,592,263 shares by EQS Heritage Holdings LLC and 714,285 shares by EQS Legacy Holdings LLC, entities where he is a managing member alongside William John Schlacks, while disclaiming beneficial ownership for Section 16 purposes except for any pecuniary interest.

EquipmentShare.com Inc co-founder and president William J. Schlacks reported an open-market purchase of 50,000 shares of Class A common stock at a weighted average price of $21.47 per share, in multiple trades between $21.10 and $21.55. After this transaction, he directly holds 50,000 shares and has additional indirect holdings through EQS Legacy Holdings LLC and EQS Heritage Holdings LLC, where he is a managing member but disclaims beneficial ownership beyond any pecuniary interest.

EquipmentShare.com Inc director Harley Miller filed an initial Form 3 ownership report as a company insider. The filing lists Miller’s status as a director but does not report any current stock or option transactions or holdings, serving as a baseline disclosure of insider status.

EquipmentShare.com Inc director Giangiacomo Damian filed an initial ownership report on Form 3. The filing does not list any transactions or current holdings, serving mainly to register Damian as a reporting insider for future ownership and trading disclosures in the company’s stock.

EquipmentShare.com Inc upsized and priced a private offering of $1,350 million aggregate principal amount of 7.125% senior secured second lien notes due 2034. The deal increases the offering size by $300 million and sells the notes at 100% of principal.

The notes are secured on a second-priority basis by liens on substantially all assets that secure EquipmentShare’s first-lien obligations and are being sold privately to qualified institutional buyers and certain non-U.S. investors. EquipmentShare plans to use the net proceeds mainly to repay borrowings under its asset-based revolving credit facility, pay related fees and expenses, and for general corporate purposes.

EquipmentShare.com Inc has launched a private offering of $1,050 million in senior secured second lien notes due 2034. The notes are being sold in the U.S. to qualified institutional buyers and to certain non-U.S. investors under Regulation S, and will not be registered under the Securities Act.

EquipmentShare intends to use the net proceeds to repay borrowings under its asset-based revolving credit facility, pay related fees and expenses and for general corporate purposes. The company also estimates it has incurred an additional $555 million of borrowings under this revolving credit facility since March 31, 2026.

EquipmentShare.com Inc held its annual shareholder meeting where all board nominees were elected and all proposals passed. Shareholders ratified KPMG LLP as auditor for the fiscal year ending December 31, 2026, approved executive compensation on a non-binding advisory basis, and supported holding this say-on-pay vote every year.

Shortly after its initial public offering, board members Henry Yeagley and John Weinstein resigned, with the company stating the resignations were not due to any disagreement and were part of an orderly transition. The board appointed Damian Giangiacomo, co-founder and managing partner of Nexus Capital Management, and Harley Miller, founder and CEO of Left Lane Capital, as new directors, and determined both are independent under Nasdaq and SEC rules. Giangiacomo will also join the Audit Committee, and each new director will receive $250,000 in compensation, payable in stock, cash, or a mix of both.