UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 2218, 2026

___________________________________

Commission File Number 001-43062

EquipmentShare.com Inc

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Texas

7359

47- 2405753

(State or other jurisdiction ofincorporation or organization)

(Primary Standard IndustrialClassification Code Number)

(I.R.S. EmployerIdentification Number)

___________________________________

5710 Bull Run Drive


Texas		47-2405753
(State of Incorporation)		(I.R.S. Employer Identification No.)
	5710 Bull Run Dr Columbia, Missouri, 65201 (573) 299-5222
(Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices)

~~Columbia, Mo, 65201~~ ___________________________________

(573)-826-9100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~TradingSymbol~~Trading Symbol(s)

Name of each ~~exchangeon~~exchange on which registered

Class A Common Stock, par value $0.00000125 per share

EQPT

Nasdaq Stock Market

Class A Common Stock, $0.00000125 par value

EQPT

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule ~~405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule~~ 12b-2 of the ~~Securities~~ Exchange Act ~~of 1934 (§240~~.~~12b-2 of this chapter).~~

Emerging growth company ☐


Emerging growth company			o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			o

IfItem an2.02. ~~emerging~~Results growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~the~~Operations ~~Exchange~~and ~~Act. ☐~~Financial Condition.

~~Explanatory~~On ~~Note~~March 18, 2026, EquipmentShare.com Inc (the “Company”) issued a press release reporting its results of operations for the quarter and year ended December 31, 2025. The Company previously announced that it would be holding a conference call on March 19, 2025, at 7:30 a.m. Central Time to discuss its results of operations for the quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

OnThe ~~January~~information ~~22,~~included ~~2026,~~in ~~EquipmentShare.com~~this ~~Inc~~Form ~~(the~~8-K ~~“Company’)~~and ~~entered~~the ~~into~~exhibits anattached ~~underwriting~~hereto ~~agreement~~shall innot ~~connection~~be ~~with~~deemed ~~the~~“filed” ~~initial~~for ~~public offering (~~the ~~“IPO”)~~purposes of ~~its~~Section ~~Class~~18 Aof ~~common~~the ~~stock,~~Securities ~~par~~Exchange ~~value~~Act ~~$0.00000125~~of ~~per~~1934 ~~share~~ (the “~~Class~~Exchange ~~A Common Stock~~Act”). ~~Pursuant~~or tootherwise ~~the~~subject ~~underwriting~~to ~~agreement,~~ the ~~Company~~liabilities ~~agreed~~of tothat ~~sell 30~~section,~~500,000~~ ~~shares~~nor ofshall ~~its~~it ~~Class~~be Adeemed ~~Common~~incorporated ~~Stock~~by ~~and~~reference ~~certain~~in ~~selling~~any ~~shareholders~~other ~~agreed~~filing tounder ~~sell~~the ~~4,575,000~~Securities ~~shares~~Act of ~~Class~~1933 Aor ~~Common Stock to~~ the ~~underwriters~~Exchange ~~pursuant to the underwriters’ option to purchase additional shares. On January 26~~Act, ~~2026,~~except ~~the~~as ~~closing~~shall ofbe ~~the~~expressly ~~IPO~~set ~~occurred,~~forth ~~including~~by ~~the~~specific ~~additional~~reference ~~shares~~in assuch ~~the underwriters fully exercised the option~~filing.

~~In connection with the IPO, the Company amended its articles of formation, as described in~~ Item 59.~~03 below~~01. ~~Pursuant~~Financial toStatements ~~the~~and ~~A&R Certificate of Formation (as defined below), all outstanding common stock was reclassified into Class A Common Stock~~Exhibits.

On January 22, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with Jabbok and William Schlacks (each, a “Co-Founder,” and together, the “Co-Founders”). The Exchange Agreement provided for the automatic exchange of all shares of Class A Common Stock held by the Co-Founders immediately after the reclassification of all shares of the Company’s common stock into shares of Class A Common Stock pursuant to the A&R Certificate of Formation for an equivalent number of shares of Class B Common Stock, par value $0.00000125 per share. The securities issued to the Co-Founders were issued pursuant to an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). At the same time, the Co-Founders entered into a voting agreement pursuant to which, with respect to any matter submitted to the Company’s shareholders for a vote, each Co-Founder agreed to vote or exercise his rights to consent with respect to all shares beneficially owned by him together with, and in the same manner as, the other Co-Founder as mutually agreed by the Co-Founders.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 26, 2026, the Company filed its amended and restated certificate of incorporation (the “A&R Certificate of Formation”) with the Secretary of State of the State of Texas, and its amended and restated bylaws (the “A&R Bylaws”) became effective, each in connection with the closing of the IPO. As described in the final prospectus, dated January 22, 2026 (the “Prospectus”) relating to the Registration Statement on Form S-1 (File No. 333-292018), as amended, filed with the Securities and Exchange Commission on January 23, 2026, pursuant to Rule 424(b) under the Securities Act, the Company’s board of directors and shareholders previously approved the amendment and restatement of the A&R Certificate of Formation and the A&R Bylaws to be effective immediately prior to the closing of the IPO. A description of certain provisions of the A&R Certificate of Formation and the A&R Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus.

The foregoing description of the A&R Certificate of Formation and the A&R Bylaws is qualified in its entirety by reference to the full text of (1) the A&R Certificate of Formation filed as Exhibit 3.1 hereto and (2) the A&R Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.1						Amended and Restated Certificate of Formation of EquipmentShare.com Inc
99.1						Press Release of EquipmentShare.com Inc dated March 18, 2026.
3.2						Amended and Restated Bylaws of EquipmentShare.com Inc
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended,~~ the ~~registrant~~Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EQUIPMENTSHARE.COM INC

EquipmentShare.com Inc

Date: January 26, 2026

By:

/s/ John Griffin

Date:

March 18, 2026

By:

/s/ David Marquardt

~~Name:~~

Name:

~~John~~David ~~Griffin~~Marquardt

~~Title:~~

Title:

~~General~~Chief ~~Counsel~~Financial Officer and ~~Corporate~~Chief ~~Secretary~~Accounting Officer

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