EquipmentShare.com Inc

Part I, Item 1A. “Risk Factors” in our 2025 Form 10-K includes a discussion of our risk factors. Other than the

risk factor below, there have been no material changes from the risk factors described in our 2025 Form 10-K. We

may disclose changes to such risk factors or disclose additional risk factors from time to time in our SEC filings.

We cannot guarantee that our share repurchase program will be consummated fully or that it will enhance

shareholder value. Stock repurchases could also increase the volatility of the trading price of our stock and could

diminish our cash reserves.

In July 2026, our Board authorized a share repurchase program for up to an aggregate amount of $500 million

of our outstanding shares of Class A common stock with an expiration date of December 31, 2028. The timing,

price, and quantity of purchases under the program will be at the discretion of our management and will depend

upon a variety of factors including share price, general and business market conditions, compliance with applicable

laws and regulations, corporate and regulatory requirements, and alternative uses of capital. The program may be

amended, suspended or discontinued by the Board at any time. Although the Board has authorized this program,

there is no guarantee as to the exact number of shares that will be repurchased by us, and we may discontinue

purchases at any time if management determines additional purchases are not warranted. We cannot guarantee that

the program will be consummated fully or that it will enhance shareholder value. The program could affect the

trading price of our Class A common stock and increase volatility, and any announcement of a termination of the

program may result in a decrease in the trading price of our Class A common stock. In addition, this program could

diminish our cash reserves.