SEC Filing - EquipmentShare

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schlacks Jabbok

(Last)

(First)

(Middle)

C/O EQUIPMENTSHARE.COM INC.

5710 BULL RUN DRIVE

(Street)

COLUMBIA

65201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2026

3. Issuer Name and Ticker or Trading Symbol
EquipmentShare.com Inc [ EQPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Co-Founder & CEO / Member of 10% owner group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,756,080⁽¹⁾	D
Common Stock	2,807,882	I	By EQS Heritage Holdings LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	06/15/2031	Common Stock⁽¹⁾	1,687,832⁽¹⁾	4.22	D
Series C-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	28,392	⁽⁴⁾	D
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽⁵⁾	3,897,223	⁽⁵⁾	I	By EQS Heritage Holdings LLC⁽²⁾
Series A-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽⁶⁾	51,168	⁽⁶⁾	I	By EQS Heritage Holdings LLC⁽²⁾
Series C-2 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽⁷⁾	785,715	⁽⁷⁾	I	By EQS Heritage Holdings LLC⁽²⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	6,050,275	⁽⁸⁾	I	By EQS Heritage Holdings LLC⁽²⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	714,285	⁽⁸⁾	I	By EQS Legacy Holdings LLC⁽⁹⁾

Explanation of Responses:

1. Immediately prior the completion of the Issuer's initial public offering of its Class A Common Stock, each share of Common Stock held by the reporting person will be reclassified into one share of Class A Common Stock pursuant to a reclassification exempt under Rule 16b-7 (the "Reclassification"), and, immediately thereafter, each share of Class A Common Stock held directly by the reporting person will be exchanged for one share of Class B Common Stock.

2. The reporting person is a managing member of EQS Heritage Holdings LLC and, jointly with William John 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.

3. The stock options are fully vested.

4. Immediately prior the completion of the Issuer's initial public offering of its Class A Common Stock, each share of Series C-1 Preferred Stock held by the reporting person will be reclassified into one share of Class A Common Stock pursuant to the Reclassification, and, immediately thereafter, each share of Class A Common Stock held directly by the reporting person will be exchanged for one share of Class B Common Stock.

5. Immediately prior the completion of the Issuer's initial public offering of its Class A Common Stock, each share of Series A-1 Preferred Stock held by the reporting person will be reclassified into one share of Class A Common Stock pursuant to the Reclassification.

6. Immediately prior the completion of the Issuer's initial public offering of its Class A Common Stock, each share of Series A-2 Preferred Stock held by the reporting person will be reclassified into one share of Class A Common Stock pursuant to the Reclassification.

7. Immediately prior the completion of the Issuer's initial public offering of its Class A Common Stock, each share of Series C-2 Preferred Stock held by the reporting person will be reclassified into one share of Class A Common Stock pursuant to the Reclassification.

8. Immediately prior the completion of the Issuer's initial public offering of its Class A Common Stock, each share of Series D Preferred Stock held by the reporting person will be reclassified into one share of Class A Common Stock pursuant to the Reclassification.

9. The reporting person is a managing member of EQS Legacy Holdings LLC and, jointly with William John 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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/John Griffin, attorney-in-fact for Jabbok Schlacks	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jabbok Schlacks, William J. Schlacks IV, David Marquardt, and John Griffin, and each of them, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a representative of EquipmentShare.com Inc (the “Company”), any and all Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules thereunder with respect to transactions in securities of the Company;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 report and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 22nd day of January, 2026.

Signature: /s/ Mark Wopata

Print Name: Mark Wopata