Schlacks William J. 4

4 · EquipmentShare.com Inc · Filed Jan 27, 2026

Research Summary

AI-generated summary of this filing

Updated Jan 27, 2026

EquipmentShare (EQPT) 10% Owner William Schlacks Receives Awards

What Happened

William J. Schlacks (reported as a 10% owner) did not make a routine open-market buy or sell; instead, on 2026-01-26 he was party to multiple corporate reclassification/conversion transactions and was granted awards and performance stock units. The filing shows large numbers of shares and derivative interests were reclassified, converted, disposed to the issuer and re‑granted as awards or performance units. Key grant amounts reported include 18,784,472 shares (derivative award) and 18,321,644 Performance Stock Units (PSUs). Several transactions are reported with no per‑share price (N/A) or $0.00 — indicating non‑cash corporate restructurings and awards rather than market purchases/sales.

Key Details

Transaction date: 2026-01-26 (Form 4 filed 2026-01-27 — appears timely).
Major reported items:
- Grant/award (A): 18,784,472 shares (derivative award).
- Grant/award (A): 1,687,832 shares (derivative, $0.00).
- Grant/award (A): 18,321,644 Performance Stock Units (PSUs) (derivative, $0.00).
- Disposition to issuer (D): 18,784,472 shares (N/A).
- Multiple “other acquisition/disposition (J)” entries reflecting reclassifications/conversions between share classes and related movements (mix of acquired and disposed, many shown as N/A).
Prices: Most transactions show N/A or $0.00 (these are corporate reclassifications/conversions/awards, not open‑market trades).
Shares owned after transaction: Not specified in the provided excerpt of the filing.
Notable footnotes:
- F1–F3: A reclassification occurred — Common and Preferred shares were reclassified into Class A Common Stock, then Class A shares held by Schlacks were converted into Class B Common Stock on a one‑for‑one basis.
- F6–F7: Preferred and Class B shares convert into Class A on a one‑for‑one basis under stated conditions; Class B shares carry conversion/transfer rules.
- F9: The 18,321,644 PSUs are contingent rights to receive up to that many Class B shares upon meeting stock‑price hurdles (actual payout depends on performance).
- F4–F5: Schlacks reports managing‑member roles in entities (EQS Heritage Holdings LLC and EQS Legacy Holdings LLC) and disclaims beneficial ownership of those entities’ shares except to the extent of any pecuniary interest.
- F8: Stock options reported (if any) are fully vested.
Filing timeliness: Form lists period of report 2026-01-26 and was filed 2026-01-27 — no late filing flag noted.

Context

These entries reflect corporate restructuring (reclassification and conversion of share classes) and internal awards/PSUs to a major holder rather than open‑market buying or selling. Such internal transactions (reclassifications, conversions, grants or PSUs) do not necessarily signal the insider’s intent to trade in the market and often reflect corporate governance/capital‑structure changes or compensation arrangements.
As a 10% owner and managing member of related holding entities, Schlacks’ filings include conversions tied to entity holdings and disclaimers of beneficial ownership for those entities’ shares; voting and conversion rights differ by class (Class A vs Class B). The PSUs are performance‑contingent (may vest to fewer than the maximum if hurdles aren’t met).

Insider Transaction Report

Form 4

Period: 2026-01-26

EquipmentShare.com IncEQPT

Schlacks William J.

DirectorCo-Founder & PresidentOther

Transactions

Other
Common Stock
[F1]
2026-01-26−18,756,080→ 0 total
Other
Class A Common Stock
[F1]
2026-01-26+18,756,080→ 18,756,080 total
Other
Class A Common Stock
[F2]
2026-01-26+28,392→ 18,784,472 total
Disposition to Issuer
Class A Common Stock
[F3]
2026-01-26−18,784,472→ 0 total
Other
Common Stock
[F1][F4]
2026-01-26−2,807,882→ 0 total(indirect: By LLC)
Other
Class A Common Stock
[F1][F4]
2026-01-26+2,807,882→ 2,807,882 total(indirect: By LLC)
Other
Class A Common Stock
[F2][F1][F4]
2026-01-26+10,784,381→ 13,592,263 total(indirect: By LLC)
Other
Class A Common Stock
[F2][F1][F5]
2026-01-26+714,285→ 714,285 total(indirect: By LLC)
Other
Series C-1 Preferred Stock
[F2][F6]
2026-01-26−28,392→ 0 total
→ Class A Common Stock (28,392 underlying)
Other
Series A-1 Preferred Stock
[F2][F6][F4]
2026-01-26−3,897,223→ 0 total(indirect: By LLC)
→ Class A Common Stock (3,897,223 underlying)
Other
Series A-2 Preferred Stock
[F2][F6][F4]
2026-01-26−51,168→ 0 total(indirect: By LLC)
→ Class A Common Stock (51,168 underlying)
Other
Series C-2 Preferred Stock
[F2][F6][F4]
2026-01-26−785,715→ 0 total(indirect: By LLC)
→ Class A Common Stock (785,715 underlying)
Other
Series D Preferred Stock
[F2][F6][F4]
2026-01-26−6,050,275→ 0 total(indirect: By LLC)
→ Class A Common Stock (6,050,275 underlying)
Other
Series D Preferred Stock
[F2][F6][F5]
2026-01-26−714,285→ 0 total(indirect: By LLC)
→ Class A Common Stock (714,285 underlying)
Award
Class B Common Stock
[F3][F7]
2026-01-26+18,784,472→ 18,784,472 total
→ Class A Common Stock (18,784,472 underlying)
Other
Stock Option (Right to Buy)
[F1][F8]
2026-01-26−1,687,832→ 0 total
Exercise: $4.22Exp: 2031-06-15→ Common Stock (1,687,832 underlying)
Other
Stock Option (Right to Buy)
[F1][F8]
2026-01-26+1,687,832→ 1,687,832 total
Exercise: $4.22Exp: 2031-06-15→ Class A Common Stock (1,687,832 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F3][F8]
2026-01-26−1,687,832→ 0 total
Exercise: $4.22Exp: 2031-06-15→ Class A Common Stock (1,687,832 underlying)
Award
Stock Option (Right to Buy)
[F3][F8]
2026-01-26+1,687,832→ 1,687,832 total
Exercise: $4.22Exp: 2031-06-15→ Class B Common Stock (1,687,832 underlying)
Award
Performance Stock Units
[F9]
2026-01-26+18,321,644→ 18,321,644 total
→ Class B Common Stock (18,321,644 underlying)

Footnotes (9)

[F1]Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class A Common Stock (the "Reclassification"). No adjustments were made to the number of shares or exercise price of stock options held by the reporting person.
[F2]Pursuant to the Reclassification, each share of Preferred Stock was reclassified into one share of Class A Common Stock.
[F3]Pursuant to an exchange agreement entered into between the reporting person and the Issuer, immediately following the Reclassification, each share of Class A Common Stock held by the reporting person was automatically converted into a share of Class B Common Stock, on a one-for-one basis.
[F4]The reporting person is a managing member of EQS Heritage Holdings LLC and, jointly with Jabbok Schlacks, has controlling voting and dispositive power with regard to the shares held by the entity. The reporting person disclaims beneficial ownership of such securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
[F5]The reporting person is a managing member of EQS Legacy Holdings LLC and, jointly with Jabbok Schlacks, has controlling voting and dispositive power with regard to the shares held by the entity. The reporting person disclaims beneficial ownership of such securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
[F6]Each share of Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date.
[F7]Each share of Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the reporting person. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Formation. Shares of Class B Common Stock do not expire.
[F8]The stock options are fully vested.
[F9]Represents the grant to the reporting person of 18,321,644 Performance Stock units. The Performance Stock Units represent the contingent right to receive, upon vesting and settlement, up to 18,321,644 shares of Class B Common Stock. The actual number of shares of Class B Common Stock to be issued upon vesting of such Performance Stock Units will be determined based on, and will be contingent upon, the achievement of stock price hurdles.

Signature

/s/John Griffin, as attorney-in-fact for William J Schlacks|2026-01-27

Documents

1 file

4
dp240393_4-wschlacks.xmlPrimary
FORM 4