EquipmentShare.com Inc-A美股招股说明书(2026-01-26版)

30,500,000 SharesEquipmentShare.com IncClass A Common Stock This is an initial public offering of shares of Class A common stock by EquipmentShare.com Inc. We are offering 30,500,000 shares of Class A common stock. Theinitial public offering price is $24.50 per share. Prior to this offering, there has been no public market for our Class A common stock. Our Class A common stock has been approved for listing on the NasdaqGlobal Select Market (the “Exchange” or “Nasdaq”) under the symbol “EQPT.” Upon completion of this offering, we will have two classes of common stock, Class A common stock, which is entitled to one vote per share, and Class B commonstock, which is entitled to 20 votes per share. Holders of our common stock will vote together as a single class on all matters, except as otherwise set forth in ouramended and restated certificate of formation or as required by applicable law. Our Class B common stock is convertible into Class A common stock on a one-for-onebasis at the option of the holder. In addition, our Class B common stock will automatically convert into Class A common stock on a one-for-one basis upon any transfer,except for permitted transfers described in our amended and restated certificate of formation, and in certain other circumstances described in our amended and restatedcertificate of formation. Our Class B common stock, which will be held by Jabbok and William Schlacks (our “Co-Founders”), who have agreed to vote together as agroup, will represent approximately 80.8% of the total voting power of our outstanding common stock following this offering. Upon the completion of this offering, wewill be a “controlled company” within the meaning of Nasdaq’s corporate governance standards and intend to avail ourselves of certain exemptions from Nasdaq’scorporate governance standards available to controlled companies. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page26. Initial public offering priceUnderwriting discounts and commissionsProceeds to us before expenses(1) (1)See “Underwriting” for a description of all compensation payable to the underwriters. The selling shareholders identified in this prospectus have granted the underwriters the option for a period of 30 days from the date of this prospectus to purchase anadditional4,575,000 shares of Class A common stock at the initial public offering price less underwriting discounts and commissions. We will not receive any proceedsfrom the sale of shares of Class A common stock by the selling shareholders if the underwriters exercise their option to purchase additional shares. At our request, Goldman Sachs & Co. LLC, a participating underwriter, has reserved up to 305,000 shares of our Class A common stock, or 1.0% of the sharesoffered by this prospectus, for sale at the initial public offering price through a directed share program to our employees, directors and officers. For more information onour directed share program, see the section titled “Underwriting—Directed Share Program.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on or about January 26, 2026. Goldman Sachs & Co. LLC UBS Investment Bank Citigroup Joint Bookrunners Truist Securities Citizens Capital Markets KeyBanc Capital Markets Baird TABLE OF CONTENTS MARKET AND INDUSTRY DATATRADEMARKS, TRADE NAMES AND SERVICE MARKSNON-GAAP FINANCIAL MEASURE AND OTHER KEY PERFORMANCE METRICSGLOSSARYPROSPECTUS SUMMARYSUMMARY CONSOLIDATED FINANCIAL AND OTHER DATARISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESSMANAGEMENTCOMPENSATION DISCUSSION AND ANALYSISCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSPRINCIPAL AND SELLING SHAREHOLDERSDESCRIPTION OF CAPITAL STOCKMATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCKSHARES ELIGIBLE FOR FUTURE SALEUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINDEX TO CONSOLIDATED FINANCIAL STATEMENTS In this prospectus, unless otherwise indicated or the context otherwise requires, “EquipmentShare,” the “Company,” “ES,” “we,” “us” and similarterms refer to EquipmentShare.com Inc and its consolidated subsidiaries. We, the selling shareholders, and the underwriters have not authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus or in any free writing prospectuses we have prepared. We, the selling shareholders, and the underwriters take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may