EquipmentShare.com Inc

Our business and affairs are managed under the direction of our Board, which presently consists of seven directors in single class, with each director serving one-year terms. Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Vacancies and newly created directorships on the Board may be filled at any time by the remaining directors. From and after the Sunset Date (as defined in our Registration Statement on Form S-1/A filed with the SEC on January 13, 2026), our Board will be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three-year terms (other than directors which may be elected by holders of preferred stock, if any).

Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy at the 2026 Annual Meeting and entitled to vote on the election of directors. The nominees receiving the highest number of affirmative votes will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board. We have no reason to believe that any director will be unable to serve if elected.