DEF 14A of EquipmentShare.com Inc, Apr 21, 2026

DEF 14A of EquipmentShare.com Inc

Filed Apr 21, 2026 · FY20250001628280-26-026338

Open on EDGAR
  1. Nominees for Director

    Nominees for Director The following table sets forth summary information about our director nominees as of April 21, 2026.

  2. Nominees for Director

    | Name | Age | Position | Director Since | Current Term Expires | | Jabbok Schlacks | 48 | Founder, Chief Executive Officer, and Director | January 2015 | 2026 Annual Meeting | | William J. Schlacks IV | 42 | Founder, President, Director, and Board Secretary | January 2015 | 2026 Annual Meeting | | Naveen Bhatia | 46 | Director | May 2021 | 2026 Annual Meeting | | Jennifer Giacomazza | 54 | Director | May 2021 | 2026 Annual Meeting | | William Bryan Hill | 59 | Director | September 2025 | 2026 Annual Meeting | | John Weinstein | 37 | Director | December 2024 | 2026 Annual Meeting | | Henry Yeagley | 40 | Director | May 2022 | 2026 Annual Meeting |

  3. Nominees for Director

    | EquipmentShare.com Inc | 9 | 2026 Proxy Statement |

  4. Nominees for Director

    | Name | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Jabbok Schlacks | No | — | — | Chair | | William J. Schlacks IV | No | — | — | — | | Naveen Bhatia | Yes | Member | Chair | Member | | Jennifer Giacomazza | No | — | — | Member | | William Bryan Hill | Yes | Chair | Member | — | | John Weinstein | Yes | — | — | — | | Henry Yeagley | Yes | Member | — | — |

  5. Nominees for Director

    | | Jabbok Schlacks is our Founder and has been our Chief Executive Officer (the “CEO”) and a member of our Board of Directors since 2015. Jabbok has founded numerous businesses with his brother, William, including companies in the construction, real estate, and technology industries. He also currently sits on the Wall Street Journal’s CEO council. As the CEO of EquipmentShare, Jabbok oversees critical business aspects such as go-to-market strategy, business analysis, equipment rental processes, dealerships and services, workplace culture, and recruitment. We believe Jabbok, as our Founder, is qualified to serve on our Board of Directors due to his extensive experience in the construction industry, as well as prior leadership and management roles. | | Jabbok Schlacks Age: 48 Director Since: 2015 | |

  6. Nominees for Director

    | | William J. Schlacks IV is our Founder and has been our President and a member of our Board of Directors since 2015. Willy has founded numerous businesses with his brother, Jabbok, including companies in the construction, real estate, and technology industries. As the President of EquipmentShare, William spearheads the development of cutting-edge technology solutions and further positions the company at the forefront of innovation. We believe William, as our Founder, is qualified to serve on our Board of Directors due to his extensive experience in the construction industry, as well as prior leadership and management roles. | | William J. Schlacks IV Age: 42 Director Since: 2015 | |

  7. Nominees for Director

    | EquipmentShare.com Inc | 10 | 2026 Proxy Statement |

  8. Nominees for Director

    | | Naveen Bhatia has been a member of our Board of Directors since May 2021. From 2013 to 2020, Mr. Bhatia was a Senior Director in the Tactical Opportunities Group of Blackstone Inc. (“Blackstone”), a leading global investment business specializing in alternative asset classes. Before joining Blackstone, Mr. Bhatia was a Managing Director at 40 North Industries LLC (“40 North”), a private investment firm, where he focused on special situations equity and debt investments, both public and private. Prior to 40 North, he was a Principal at a family office in New York, a Co-Founder and Partner of Eagle Lake Capital LLC, a private investment partnership focused on fundamental value investing across the capital structure, and a member of the Restructuring Group at Rothschild & Co., a global alternative assets investment firm. From 2010 to 2019, he was also an Adjunct Professor at Columbia Business School and taught Applied Security Analysis I & II. He has served as a director of various public and private companies. Mr. Bhatia served on the board of directors of LifeMD, Inc. (Nasdaq: LFMD), a healthcare company, from 2021 to 2024. He also served on the board of directors of Blue Yonder Group, Inc., a global provider of digital supply chain and omnichannel commerce fulfillment cloud software, from 2016 to 2021. From 2010 to 2019, Mr. Bhatia served as Chairman of the board of directors of Cotton Holdings Inc., a leading global disaster remediation and reconstruction company. Mr. Bhatia received a Bachelor of Arts in Public Health from The Johns Hopkins University. We believe Mr. Bhatia is qualified to serve on our Board of Directors due to his institutional knowledge of EquipmentShare and his perspective serving on our Board of Directors since 2021, as well as his corporate finance, M&A, investment and strategic expertise. He also helps guide corporate governance policies and practices, drawing from his public and private company board experience. | | Naveen Bhatia Age: 46 Director Since: 2021 | |

  9. Nominees for Director

    | | Jennifer Giacomazza has been a member of our Board of Directors since May 2021 and has served as our registered in-house counsel since June 2020. As in-house counsel, Ms. Giacomazza is responsible for corporate governance, Board of Directors communication and oversight, and compliance. Formerly, Ms. Giacomazza served as legal counsel at several law firms specializing in public company offerings, compliance, regulation, and corporate governance. She was also a member of the in-house legal team at a publicly-traded real estate investment trust where she provided counsel on public company compliance and corporate best practices. Ms. Giacomazza is dedicated to providing effective mentoring and leadership in the community, and participates in programs to further educational and moral excellence and development. Ms. Giacomazza received a Bachelor of Arts from University of California, Santa Barbara and a Juris Doctor from The Catholic University of America, Columbus School of Law. We believe Ms. Giacomazza is qualified to serve on our Board of Directors due to her institutional knowledge of EquipmentShare and her legal expertise. | | Jennifer Giacomazza Age: 54 Director Since: 2021 | |

  10. Nominees for Director

    | EquipmentShare.com Inc | 11 | 2026 Proxy Statement |

  11. Nominees for Director

    | | William Bryan Hill has been a member of our Board of Directors since September 2025. Mr. Hill served as Chief Financial Officer and Treasurer of Alkami Technology, Inc. (Nasdaq: ALKT), a digital banking software solutions company, from April 2019 to October 2025. From 2007 to 2019, Mr. Hill served in several accounting and finance roles at RealPage, Inc. (Nasdaq: RP), a property management software company, with the most recent being Executive Vice President, Chief Financial Officer and Treasurer from May 2014 to February 2019. Mr. Hill previously served as Senior Vice President and Chief Accounting Officer of formerly publicly traded DynCorp International, Inc. (acquired by Cerberus Capital Management in 2010), a provider of outsourced services to civilian and military government agencies, from 2005 to 2007. From 2000 to 2005, Mr. Hill held the position of Vice President and Chief Accounting Officer and various other financial management positions at SourceCorp, Incorporated, a document and information outsourcing solution provider. Mr. Hill received his Bachelor of Business Administration from Texas Christian University and has been a Certified Public Accountant in the state of Texas since 1996. We believe Mr. Hill is qualified to serve on our Board of Directors due to his extensive experience in public companies and his finance expertise. | | William Bryan Hill Age: 59 Director Since: 2025 | |

  12. Nominees for Director

    | | John Weinstein has been a member of our Board of Directors since December 2024. Mr. Weinstein has served various roles at Insight Partners, a private equity and venture capital firm, since March 2021. Since January 2025, Mr. Weinstein has served as a Managing Director and General Counsel, focusing on supporting their fund strategies and portfolio investments, as well as the day-to-day operations of the firm. From January 2024 to January 2025, he was Co-General Counsel and from March 2021 to December 2023, he was a Principal and Deputy General Counsel of Insight Partners. Before Insight Partners, Mr. Weinstein was Senior Counsel at Two Sigma Investments, L.P., a private equity firm, from August 2019 to February 2021, overseeing its private investment strategies. Prior to that, he was a corporate lawyer at Davis Polk & Wardwell LLP, an international law firm, from October 2013 to August 2019, where he advised clients on matters including M&A, minority and venture investments, fund and co-investment structuring, management arrangements, and governance. Mr. Weinstein received a Bachelor of Arts in Economics and Finance from Syracuse University and a Juris Doctor from Georgetown University Law Center. We believe Mr. Weinstein is qualified to serve on our Board of Directors due to his investment and strategic expertise. | | John Weinstein Age: 37 Director Since: 2024 | |

  13. Nominees for Director

    | EquipmentShare.com Inc | 12 | 2026 Proxy Statement |

  14. Nominees for Director

    | | Henry Yeagley has been a member of our Board of Directors since May 2022. Mr. Yeagley has been at BDT & MSD Partners (“BDT & MSD”), an advisory and investment firm, since July 2011. He is currently a Partner and is responsible for sourcing, transaction analysis, and execution of both investments and advisory assignments. In addition to EquipmentShare, Mr. Yeagley is also a director of Panera Breads Inc., Caribou Coffee Company, and Einstein Bagels, each a fast casual dining company. He previously served as a director for Krispy Kreme, Inc. (Nasdaq: DNUT) from 2016 to 2022. Prior to joining BDT & MSD, Mr. Yeagley was at J.P. Morgan Chase & Co., a global financial services firm. Mr. Yeagley holds a Bachelor of Science in Finance from the Pennsylvania State University's Schreyer Honors College and a Master of Science from the Stanford Graduate School of Business. We believe Mr. Yeagley is qualified to serve on our Board of Directors due to his deep investment and advisory expertise and his private and public company board experience. | | Henry Yeagley Age: 40 Director Since: 2022 | |

  15. Nominees for Director

    Each director is elected by a plurality of the votes of the shares present virtually or represented by proxy at the 2026 Annual Meeting and entitled to vote thereon. “Plurality” means that the nominees who receive the largest number of votes cast “For” such nominees are elected as directors. You may vote “For” or “Withhold” authority to vote for each of the nominees of the Board. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board.

  16. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Certificate of Formation and Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Texas law. We have established directors’ and officers’ liability insurance that insures such persons against the costs of defense, settlement or payment of a judgment under certain circumstances. Our Certificate of Formation provides that our directors and officers will not be liable for monetary damages for breach of fiduciary duty, except for liability relating to any breach of the director’s duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, violations under an applicable statute or any transaction from which the director or officer derived an improper personal benefit. We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Texas law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

  17. Director Compensation

    Director Compensation The Company is evaluating non-employee director compensation practices, including program design and competitive market data, for the purposes of adopting a director compensation policy. Except as otherwise set forth below, none of our non-employee directors received any compensation for their service on the Board for Fiscal Year 2025. Employee directors do not receive additional compensation for their service on the Board of Directors. Pursuant to an offer letter effective as of September 25, 2025, Mr. William Bryan Hill received an annual cash retainer of $80,000 per year. Pursuant to his offer letter, Mr. Hill also received a one-time grant of 13,991 restricted stock units (“RSUs”) on January 8, 2026 under the EquipmentShare.com Inc 2016 Equity Incentive Plan (as amended and restated from time to time, the “2016 Plan”) for his service as a director. Subject to his continued service through the vesting date, such RSU grant will vest on September 28, 2026. The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our directors for services rendered to us during Fiscal Year 2025, other than Messrs. Schlacks, whose compensation is presented in the Summary Compensation Table.

  18. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Total ($) | | Naveen Bhatia | — | — | — | | Jennifer Giacomazza | — | — | — | | William Bryan Hill | 20,000 | — | 20,000 | | John Weinstein | — | — | — | | Henry Yeagley | — | — | — |

  19. Director Compensation

    1.Reflects the fees received during Fiscal Year 2025. Fees earned by Mr. Hill have been prorated based on his start date.

  20. Director Compensation

    | EquipmentShare.com Inc | 22 | 2026 Proxy Statement |

  21. Annual Bonuses

    Annual Bonuses Our NEOs are eligible to receive discretionary, cash-based annual performance bonuses based on a qualitative evaluation of individual and Company performance following the applicable performance year in recognition of their prior year performance. The Company believes that this approach provides an opportunity to balance our annual financial and operational achievements with qualitative judgments regarding how individual performance goals were achieved and ensures appropriate and balanced outcomes once all relevant facts are known following the end of a fiscal year. Annual cash bonuses are generally payable in the year following the performance year to which the bonus relates, subject to the NEO’s continued employment with us through the payment date. Our NEOs did not receive annual bonuses for 2025.

  22. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We view long-term equity incentive compensation as a critical component of our balanced total compensation program and a primary means to incentivize our employees to contribute to the long-term growth and success of our business. For us, this has historically taken the form of non-qualified stock options under the EquipmentShare.com Inc 2016 Plan for our NEOs.

  23. Long-Term Equity Incentive Compensation

    | EquipmentShare.com Inc | 37 | 2026 Proxy Statement |

  24. Long-Term Equity Incentive Compensation

    Generally, stock options granted to our NEOs pursuant to our 2016 Plan vest over four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the executive’s continued employment with us through each vesting date and expire on the 10th anniversary of the grant date. During Fiscal Year 2025, we granted a stock option award with respect to 175,000 shares of Company common stock under the 2016 Plan to Mr. Wopata, which vests in accordance with the vesting schedule described above; we did not grant any other equity awards to our NEOs in Fiscal Year 2025. In connection with our IPO, we adopted the 2025 Omnibus Incentive Plan, which became effective on January 26, 2026 (the “2025 Plan”), under which our employees (including our NEOs) may receive long-term incentive compensation in the future. Our NEOs are eligible to receive additional equity awards at the discretion of our Compensation Committee, but may or may not receive equity awards on an annual basis and, consequently, their compensation, as reported in the Summary Compensation Table, may fluctuate materially from year to year depending on whether a grant was made in a particular year. Equity awards are subject to the provisions of the Company’s Compensation Recoupment Policy and other policies implemented by the Company and/or in the applicable equity award agreement.

  25. 2026 Executive Compensation Program Updates

    | Named Executive Officer | 2026 Base Salary ($) | 2026 Bonus ($) | 2026 RSUs (#) | 2026 Special RSUs (#) | | David Marquardt | 525,000 | 150,000 | 50,000 | 15,000 | | Mark Wopata | 525,000 | 175,000 | 50,000 | 15,000 |

  26. 2026 Executive Compensation Program Updates

    The 2026 RSUs are subject to time-vesting conditions and vest over four years with 25% of the shares underlying the RSUs vesting on the first anniversary of the grant date, and 1/16th of the shares vesting quarterly thereafter, subject to each named executive officer’s continued service through the vesting date. The 2026 Special RSUs vest 100% on the first anniversary of the grant date, subject to each named executive officer’s continued service through the vesting date. In addition, the Compensation Committee approved a cash bonus opportunity for performance during fiscal year 2027 (the “2027 Bonus”). The 2027 Bonus is tied to certain pre-determined metrics established by the Compensation Committee. The target bonus amounts for the 2027 Bonus is 75% of the 2026 base salary.

  27. IPO Founder Awards

    IPO Founder Awards On October 1, 2025 and in connection with our IPO, our Board of Directors approved proposed terms of performance stock units (“PSUs”) to each of our Founders, Messrs. Jabbok Schlacks and William J. Schlacks, under the 2025 Plan that could result in the issuance of as few as zero shares of the Company’s Class B common stock and up to 18,321,644 shares of Class B common stock representing 7.91% of the Company’s fully diluted shares outstanding as of immediately prior to January 26, 2026, subject to service conditions and market conditions (in accordance with the requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718), including the Company achieving specified stock price hurdles within a ten-year period after January 26, 2026 (the “IPO Founder Awards”). On January 8, 2026, our Board of Directors approved the final terms of the IPO Founder Awards and the form of PSU award agreement. Each of the IPO Founder Awards were granted on January 26, 2026 (the “Grant Date”) and are comprised of five tranches of PSUs as set forth in the table below, which are subject to service conditions and market conditions, including the Company’s achievement of specified stock price hurdles, as set forth in the table below and subject to anti-dilution adjustments, during the performance period beginning on the first day following the expiration of the lock-up period set forth in the Company’s agreement with its underwriters in connection with the IPO (or, with respect to tranche 1, beginning on January 27, 2026) and ending on the earliest to occur of (i) the tenth anniversary of the Grant Date, (ii) a change in control (as defined in the 2025 Plan) or (iii) the date on which the shares of the Company’s Class A common stock are no longer traded on a securities exchange or market. Achievement of the applicable stock price hurdle for any PSU tranche will occur on the date that the average closing price per share of the Company’s Class A common stock during any 60 consecutive trading days during the performance period equaled or exceeded the applicable stock price hurdle for such tranche, except that achievement of the stock price hurdle for tranche 1 will occur on the date that the closing price per share of the Company’s Class A common stock during the performance period equaled or exceeded the stock price hurdle for such tranche. Any PSUs for which the applicable stock price hurdle is not achieved prior to the end of the performance period will be forfeited in their entirety.

  28. IPO Founder Awards

    The service condition applicable to each tranche of PSUs will be satisfied as follows, in each case subject to the applicable Founder continuing to be a service provider from the Grant Date through each applicable service-vesting date: 100% of the PSUs with respect to the applicable tranche will satisfy the service condition on the fourth anniversary of the date on which the applicable performance-based vesting condition is satisfied. For example, if the market condition for a tranche is met on the third anniversary of the Grant Date, then 100% of that tranche will fully vest on the seventh anniversary of the Grant Date, if the applicable Founder continues to be a service provider as of such date.

  29. Restrictive Covenant Agreements; Executive Employment Agreements

    Restrictive Covenant Agreements; Executive Employment Agreements Each of our NEOs other than Messrs. Jabbok Schlacks and William J. Schlacks is party to a restrictive covenant agreement, which includes non-solicitation and no-hire restrictions with respect to Company employees and non-solicitation restrictions with respect to Company customers or clients, both during employment and for a period of 12 months following termination. In addition, the restrictive covenant agreement includes perpetual confidentiality obligations, provisions regarding the assignment of intellectual property and a non-disparagement covenant. None of our NEOs is currently a party to an employment agreement with the Company.

  30. Summary Compensation Table

    Summary Compensation Table The amounts below represent the compensation awarded to, earned by or paid to our NEOs for Fiscal Year 2025:

  31. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jabbok Schlacks Founder and Chief Executive Officer | 2025 | 135,000 | — | — | — | 135,000 | | | 2024 | 135,000 | — | — | — | 135,000 | | William J. Schlacks IV Founder and President | 2025 | 135,000 | — | — | — | 135,000 | | | 2024 | 135,000 | — | — | — | 135,000 | | David Marquardt Chief Financial Officer and Chief Accounting Officer | 2025 | 300,000 | — | — | 3,000 | 303,000 | | | 2024 | 276,923 | 125,000 | — | 3,000 | 404,923 | | Mark Wopata Executive Vice President, Finance and Chief Data Officer | 2025 | 350,000 | — | 924,000 | 29,005 | 1,303,005 | | | 2024 | 290,769 | 126,899 | — | 3,000 | 420,668 |

  32. Summary Compensation Table

    1.The amounts in this column represent the aggregate grant date fair value of the options awarded to the NEO in Fiscal Year 2025, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to vesting conditions. The assumptions used in calculating the grant-date fair value of the options reported in this column are set forth in Note 17 to our audited consolidated financial statements in our 2025 Form 10-K. These amounts do not reflect the actual economic value that may be realized by the NEO. 2.The amounts in this column for Fiscal Year 2025 represent (i) 401(k) matching contributions in the amount of $3,000 for each of Messrs. Marquardt and Wopata and (ii) $26,005 for flight and vehicle benefits for Mr. Wopata.

  33. Summary Compensation Table

    | EquipmentShare.com Inc | 42 | 2026 Proxy Statement |

  34. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information relating to plan-based awards and opportunities granted to the NEOs during Fiscal Year 2025.

  35. Grants of Plan-Based Awards

    | Name | Grant Date | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Jabbok Schlacks | — | — | — | — | | | — | — | — | — | | William J. Schlacks IV | — | — | — | — | | David Marquardt | — | — | — | — | | | — | — | — | — | | Mark Wopata | March 3, 2025(2) | 175,000 | 9.72 | 924,000 |

  36. Grants of Plan-Based Awards

    1.The amounts in this column represent the aggregate grant date fair value of the options awarded to the NEO in Fiscal Year 2025, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to vesting conditions. The assumptions used in calculating the grant-date fair value of the options reported in this column are set forth in Note 17 to our audited consolidated financial statements in the 2025 Form 10-K. These amounts do not reflect the actual economic value that may be realized by the NEO. 2.The stock options vest over four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the NEO’s continued employment with us through each vesting date.

  37. Grants of Plan-Based Awards

    | EquipmentShare.com Inc | 43 | 2026 Proxy Statement |

  38. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025. There were no outstanding stock awards held by our NEOs as of December 31, 2025.

  39. Outstanding Equity Awards at Year-End

    | | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Jabbok Schlacks | 1,687,832(1) | — | 4.22 | 6/15/2031 | | William J. Schlacks IV | 1,687,832(1) | — | 4.22 | 6/15/2031 | | David Marquardt | 60,000(2) | — | 4.22 | 8/29/2031 | | Mark Wopata | 4,900(3) | — | 0.76 | 5/20/2029 | | | 20,000(4) | — | 1.39 | 9/27/2030 | | | 40,000(5) | — | 4.22 | 6/15/2031 | | | 78,333(6) | 1,667 | 6.18 | 1/31/2032 | | | 56,666(7) | 23,334 | 6.04 | 3/5/2033 | | | 72,196(8) | 102,084 | 9.72 | 3/3/2035 |

  40. Outstanding Equity Awards at Year-End

    1.The options listed in the table with respect to Messrs. Jabbok Schlacks and William J. Schlacks were fully vested on or prior to December 31, 2025. The options listed in the table with respect to Messrs. Marquardt and Wopata, to the extent not vested, vest over four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the applicable NEO’s continued employment with us through each applicable vesting date. All options have a term of ten years from the date of grant. 2.The listed options have a vesting commencement date of May 31, 2021. 3.The listed options have a vesting commencement date of March 7, 2019. 4.The listed options have a vesting commencement date of September 1, 2020. 5.The listed options have a vesting commencement date of May 1, 2021. 6.The listed options have a vesting commencement date of January 24, 2022. 7.The listed options have a vesting commencement date of February 1, 2023. 8.The listed options have a vesting commencement date of April 1, 2024.

  41. Outstanding Equity Awards at Year-End

    | EquipmentShare.com Inc | 44 | 2026 Proxy Statement |

  42. Option Exercises and Stock Vested

    Option Exercises and Stock Vested We have not granted stock awards to our NEOs and, as such, no such awards vested in 2025. None of our NEOs exercised any options during Fiscal Year 2025.

  43. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation None of our NEOs received pension benefits or participated in any nonqualified deferred compensation plans during Fiscal Year 2025.

  44. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Company does not maintain a formal severance policy and none of our NEOs are entitled to any contractual severance. In addition, none of our NEOs are entitled to any payments or benefits solely in the event of a change in control of our Company.