EquipmentShare.com Inc
For the period ended Dec 31, 2025. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 21, 2026
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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 Registrantx
Filed by a Party other than the Registranto
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 StockholdersDate:ThursdayJUNE 4, 2026Time:11:00 a.m., Central TimePlace:Virtual MeetingYOUR 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. | |
| 1 | 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”); |
| 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 (“Proposal 2”); |
| 3 | To approve, on a non-binding and advisory basis, the compensation of our named executive officers (“Proposal 3”); |
| 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 (“Proposal 4”); and |
| 5 | 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 SchlacksFounder, Chief Executive Officer, and DirectorColumbia, MOApril 21, 2026All 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.
| 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 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.