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EquipmentShare.com Inc

For the period ended Sep 30, 2026. Filed Nov 10, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 10, 2026

EQPT$13.54-16.5%Stored close · as of Nov 10, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001693736-26-000020

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-10.

0001693736-26-000030

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 19 previous paragraphs and 37 current paragraphs.

1 unchanged; 4 reworded; 31 added; 14 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (31)

Current report

1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Q2 2026 Form

Current report

We have become subject to, and may in the future be subject to, short selling strategies driving down the market

Current report

stock, as well as litigation.

Current report

On June 24, 2026 and September 24, 2026, different firms each published a report (collectively, the “Short

Current report

Reports”) making allegations about the Company in an attempt to profit from a decline in the market price of our

Current report

Class A common stock, and the price of our Class A common stock declined after the publication of the Short

Current report

Reports, has continued to trade at lower prices than before the Short Reports, and the market for our Class A

Current report

common stock has been volatile since the publication of the Short Reports. Short selling is the practice of selling

Current report

securities that the seller does not own but may have borrowed with the intention of buying identical securities back

Current report

at a later date. The short seller hopes to profit from a decline in the value of the securities between the time the

Current report

securities are borrowed and the time they are replaced. As it is in the short seller’s best interests for the price of the

Current report

securities to decline, many short sellers (sometimes known as “disclosed shorts”) publish, or arrange for the

Current report

publication of, negative opinions regarding the relevant issuer and its business prospects to create negative market

Current report

momentum. These short report attacks have, in the past, led to selling of securities in the market. Further, these short

Current report

seller publications are not regulated by any governmental, self-regulatory organization or other official authority in

Current report

the U.S. and they are not subject to certification requirements imposed by the SEC. Companies that are subject to

Current report

unfavorable allegations, even if untrue may have to expend a significant amount of resources to investigate such

Current report

allegations and/or defend themselves, including securityholder suits against the company that may be prompted by

Current report

such allegations, and we have already expended significant resources and management time in response to the Short

Current report

Reports. As described in Note 17. Commitments and Contingencies to our condensed consolidated financial

Current report

statements included in this Form 10-Q, following the publication of the Short Reports, we have become the subject

Current report

of litigation relating to matters raised in the Short Reports, and future short seller reports could prompt additional

Current report

lawsuits or investigations.

Current report

We are currently subject to a putative securities class action lawsuit, and may in the future be subject to

Current report

additional securities class action lawsuits, derivative complaints, or inquiries from the SEC or other regulators. Such

Current report

actions and investigations could result in administrative orders against us, the imposition of penalties and fines

Current report

against us, damages awards against us, and the imposition of sanctions against certain of the Company’s current or

Current report

former officers, directors and employees. Resolution of these types of matters can be prolonged and costly, and the

Current report

ultimate results or judgments are uncertain due to the inherent uncertainty in the outcomes of litigation and other

Current report

proceedings. Even if we ultimately prevail in such proceedings, these proceedings could result in significant costs to

Current report

us and create distractions to our management.
Removed paragraphs (14)

Previous report

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

Previous report

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

Previous report

diminish our cash reserves.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

diminish our cash reserves.
Reworded paragraphs (4)

Previous wording

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

Current wording

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

Previous wording

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

Current wording

10-Q”) added to the risk factors described in our 2025 Form 10-K. Other than the risk factor below, there have been

Previous wording

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

Current wording

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

Previous wording

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

Current wording

price of our Class A common stock and increasing the volatility of the trading market for our Class A common
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

no material changes from the risk factors described in our 2025 Form 10-K and our Q2 2026 Form 10-Q. We may