EquipmentShare.com Inc

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Form 10-Q”) of EquipmentShare.com Inc (“EquipmentShare” or the

“Company”) and the documents incorporated by reference contain forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), andthe Private Securities Litigation Reform Act of 1995.

Forward-looking statements generally relate to future events or our expected future financial or operating

performance. Such statements can be identified by the use of forward-looking terminology such as “believe,”

“expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the

negative thereof or the negative of these words or other similar terms or expressions that concern our expectations,

strategy, plans, or intentions. Forward-looking statements involve risks and uncertainties that could cause actual

results to differ materially from historical experience or our present expectations.

Important factors that could cause our actual results to differ materially from those indicated in the forward-

looking statements include, but are not limited to, the following:

•The construction equipment rental industry is highly competitive, and competitive pressures could lead to a

decrease in our market share or in the prices that we can charge;

•Our dependence on relationships with certain suppliers to obtain equipment for our business;

•Our innovative capital-light fleet growth model (the “OWN Program”) subjects us to a number of risks,

many of which are beyond our control;

•Our suppliers of new equipment may appoint additional distributors, sell directly to our customers or

unilaterally terminate our distribution agreements with them, any of which could have a material adverse

effect on our equipment sales due to a loss of such sales;

•Our ability to effectively manage our workforce and operations, which have grown substantially since our

inception, and we expect will continue to do so in the future;

•We may not be able to facilitate our growth strategy by identifying and opening attractive new branch

locations, which could limit our revenues and profitability;

•We may encounter substantial competition or other difficulties in our efforts to expand our operations;

•A decline in construction and industrial activities, a downturn in the economy in general or other

macroeconomic or environmental factors could lead to decreased demand for our equipment, depressed

equipment rental rates and lower equipment sales prices;

•Disruptions in our supply chain could result in adverse effects on our results of operations and financial

performance;

•Our ability to collect on contracts with customers;

•Conditions that adversely affect related parties with which we have entered into equipment sale and rental

arrangements;

•Our reliance upon communications networks and centralized information technology systems and the

concentration of our systems which creates or increases risks for us, such as the risk of the misuse or theft

of information, including personal information;

•Our cloud-based platform (“T3”) is highly technical, and any prolonged undetected errors could adversely

affect our business;

•Our reliance on third parties maintaining open marketplaces to distribute our T3 platform and to provide the

software we use in certain of our products and offerings;

•The dependence of our business upon the interoperability of our T3 platform across devices, operating

systems, and third-party applications that we do not control;

•Trends in oil and natural gas prices, which could adversely affect the level of exploration, development and

production activity of certain of our customers and the demand for our services, and products;

•Risks related to heightened inflation, recessionary conditions, and financial and capital market disruptions

that may adversely impact business conditions, the availability of credit and access to capital;

•Fluctuations in fuel costs or reduced supplies of fuel, which could harm our business; and

•Our exposure to a variety of claims and losses arising from our operations, which our insurance may not

cover all or any portion of such claims.

The foregoing factors should not be construed as exhaustive and should be read together with the other

cautionary statements included in this Form 10-Q. If one or more events related to these or other risks or

uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially

from what we anticipate. Many of the important factors that will determine these results are beyond our ability to

control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant

subject. These statements are based on information available to us as of the date of this Form 10-Q. Although we

believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future

results, level of activity, performance or achievements. Our statements should not be read to indicate that we have

conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently

uncertain, and investors are cautioned not to unduly rely on these statements. Moreover, neither we nor any other

person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.

The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the

statements are made. We are under no duty to update any of these forward-looking statements after the date of this

Form 10-Q to conform our prior statements to actual results or revised expectations or the occurrence of

unanticipated events, except as required by law.

You should note that we may announce material information to our investors using our investor relations

website (https://ir.equipmentshare.com/), filings with the Securities and Exchange Commission (the “SEC”), press

releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with

our investors. It is possible that the information that we post on these channels could be deemed to be material

information. We therefore encourage investors to visit these websites from time to time. The information contained

on such websites and social media posts is not incorporated by reference into this filing. We have included our

investor relations website address only as an inactive textual reference for convenience and do not intend it to be an

active link to our website.

See the section titled “Risk Factors” in this Form 10-Q and in our Annual Report on Form 10-K for the year

ended December 31, 2025 (the “2025 Form 10-K”) for a discussion of certain factors that could cause actual results

to differ materially from those expressed in our forward-looking statements. Additional factors that could cause

results or performance to differ materially from those expressed in our forward-looking statements are detailed in

other filings we may make with SEC, copies of which are available at no charge. New risks and uncertainties

emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact

on the forward-looking statements contained in this Form 10-Q. We cannot assure you that the results, events and

circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or

circumstances could differ materially from those described in the forward-looking statements.