EquipmentShare.com Inc

S-11 eqpt-sx1.htm S-1

As filed with the Securities and Exchange Commission on December 9, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EquipmentShare.com Inc

(Exact Name of Registrant as Specified in Its Charter)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2025

PRELIMINARY PROSPECTUS

Shares

EquipmentShare.com Inc

Class A Common Stock

$ per share

This is an initial public offering of shares of Class A common stock by EquipmentShare.com Inc. We are offering shares of Class A common stock and the selling shareholders identified in this prospectus are offering shares of Class A common stock. We anticipate that the initial public offering price will be between $ and $ per share. We will not receive any proceeds from the sale of shares of Class A common stock by the selling shareholders.

Prior to this offering, there has been no public market for our Class A common stock. We have applied to list our Class A common stock on the Nasdaq Global Select Market (the “Exchange” or “Nasdaq”) under the symbol “EQPT.”

Upon completion of this offering, we will have two classes of common stock, Class A common stock, which is entitled to one vote per share, and Class B common stock, which is entitled to 20 votes per share. Holders of our common stock will vote together as a single class on all matters, except as otherwise set forth in our amended and restated certificate of formation or as required by applicable law. Our Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the holder. In addition, our Class B common stock will automatically convert into Class A common stock on a one-for-one basis upon any transfer, except for permitted transfers described in our amended and restated certificate of formation, and in certain other circumstances described in our amended and restated certificate of formation. Our Class B common stock, which will be held by Jabbok and William Schlacks (our “Co-Founders”), who have agreed to vote together as a group, will represent approximately % of the total voting power of our outstanding common stock following this offering. Upon the completion of this offering, we will be a “controlled company” within the meaning of Nasdaq’s corporate governance standards and intend to avail ourselves of certain exemptions from Nasdaq’s corporate governance standards available to controlled companies.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 21.

(1)See “Underwriting” for a description of all compensation payable to the underwriters.

The selling shareholders have granted the underwriters the option for a period of 30 days from the date of this prospectus to purchase an additional shares of Class A common stock at the initial public offering price less underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock to purchasers on or about , 2025.

Lead Book-Running Managers

Joint Bookrunners

, 2025

TABLE OF CONTENTS

In this prospectus, unless otherwise indicated or the context otherwise requires, “EquipmentShare,” the “Company,” “we,” “us” and similar terms refer to EquipmentShare.com Inc and its consolidated subsidiaries.

We, the selling shareholders, and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the selling shareholders, and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We and the selling shareholders are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since the date of this prospectus.

Until , 2025 (25 days after the date of this prospectus), all dealers that buy, sell or trade our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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