EquipmentShare.com Inc

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

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

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

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

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

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

price of our Class A common stock and increasing the volatility of the trading market for our Class A common

stock, as well as litigation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

lawsuits or investigations.

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

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

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

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

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

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

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

us and create distractions to our management.