EquipmentShare.com Inc.

01/27/2026 | Press release | Distributed by Public on 01/27/2026 15:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wopata Mark
2. Issuer Name and Ticker or Trading Symbol
EquipmentShare.com Inc [EQPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Finance & Chief Data Off.
(Last) (First) (Middle)
C/O EQUIPMENTSHARE.COM INC, 5710 BULL RUN DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026
(Street)
COLUMBIA, MO 65201
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/26/2026 J(1) 15,100 D (1) 0 D
Class A Common Stock 01/26/2026 J(1) 15,100 A (1) 15,100 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $0.76 01/26/2026 J(1) 4,900(1) (2) 05/20/2029 Common Stock 4,900 $ 0 (1) 0 D
Stock Option (Right to Buy) $0.76 01/26/2026 J(1) 4,900(1) (2) 05/20/2029 Class A Common Stock 4,900 $ 0 (1) 4,900 D
Stock Option (Right to Buy) $1.39 01/26/2026 J(1) 20,000(1) (2) 09/27/2030 Common Stock 20,000 $ 0 (1) 0 D
Stock Option (Right to Buy) $1.39 01/26/2026 J(1) 20,000(1) (2) 09/27/2030 Class A Common Stock 20,000 $ 0 (1) 20,000 D
Stock Option (Right to Buy) $4.22 01/26/2026 J(1) 40,000(1) (2) 06/15/2031 Common Stock 40,000 $ 0 (1) 0 D
Stock Option (Right to Buy) $4.22 01/26/2026 J(1) 40,000(1) (2) 06/15/2031 Class A Common Stock 40,000 $ 0 (1) 40,000 D
Stock Option (Right to Buy) $6.18 01/26/2026 J(1) 80,000(1) (2) 01/31/2032 Common Stock 80,000 $ 0 (1) 0 D
Stock Option (Right to Buy) $6.18 01/26/2026 J(1) 80,000(1) (2) 01/31/2032 Class A Common Stock 80,000 $ 0 (1) 80,000 D
Stock Option (Right to Buy) $6.04 01/26/2026 J(1) 80,000(1) (3) 03/05/2033 Common Stock 80,000 $ 0 (1) 0 D
Stock Option (Right to Buy) $6.04 01/26/2026 J(1) 80,000(1) (3) 03/05/2033 Class A Common Stock 80,000 $ 0 (1) 80,000 D
Stock Option (Right to Buy) $9.72 01/26/2026 J(1) 175,000(1) (4) 03/03/2035 Common Stock 175,000 $ 0 (1) 0 D
Stock Option (Right to Buy) $9.72 01/26/2026 J(1) 175,000(1) (4) 03/03/2035 Class A Common Stock 175,000 $ 0 (1) 175,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wopata Mark
C/O EQUIPMENTSHARE.COM INC
5710 BULL RUN DRIVE
COLUMBIA, MO 65201
EVP, Finance & Chief Data Off.

Signatures

/s/John Griffin, as attorney-in-fact for Mark Wopata 01/27/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class A Common Stock. No adjustments were made to the number of shares or exercise price of stock options held by the reporting person.
(2) The stock options are fully vested.
(3) The stock options are scheduled to vest and become exercisable with respect to 25% of the stock options upon the first anniversary of the vesting commencement date of February 1, 2023, and then in equal instalments over the next 36 months.
(4) The stock options are scheduled to vest and become exercisable with respect to 25% of the stock options upon the first anniversary of the vesting commencement date of April 1, 2024, and then in equal instalments over the next 36 months.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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