EquipmentShare Announces Upsize and Pricing of Private Offering of Notes (Form 8-K)

EquipmentShare Announces Upsize and Pricing of Private Offering of Notes

June 16, 2026

COLUMBIA, Mo. - EquipmentShare.com Inc (Nasdaq: EQPT) ("EquipmentShare"), a leader in connected jobsite technology and one of the largest construction equipment rental providers in the United States (the "U.S."), announced today that it has priced its previously announced offering (the "Offering") of $1,350 million in aggregate principal amount of 7.125% senior secured second lien notes due 2034 (the "Notes"), representing an increase of $300 million in aggregate principal amount from the previously announced proposed offering size. The Notes will be sold to investors at a price of 100% of the principal amount thereof. EquipmentShare intends to use the net proceeds from the Offering to repay borrowings under its asset-based revolving credit facility, pay fees and expenses in connection with the foregoing and for general corporate purposes.

The Notes will be secured on a second priority basis by liens on substantially all of the assets that secure any first priority lien obligations of EquipmentShare.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state or other jurisdiction and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration under the Securities Act and applicable securities laws of any state or other jurisdiction. The Notes were offered in the U.S. only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the U.S. to non-U.S. persons pursuant to Regulation S under the Securities Act.