EquipmentShare.com Inc 8-K

What Happened
EquipmentShare.com Inc (filed 8-K dated Jan 26, 2026) amended its certificate of formation to reclassify all outstanding common stock into Class A Common Stock and, pursuant to an Exchange Agreement dated January 22, 2026, the company automatically exchanged the Class A shares held by Co-Founders Jabbok and William Schlacks for an equivalent number of Class B Common Stock shares (par value $0.00000125). The Class B shares issued to the Co-Founders were issued under the Section 3(a)(9) exemption to the Securities Act. At the same time, the Co-Founders entered a voting agreement to vote or consent on all shares they beneficially own together and in the same manner as mutually agreed.

Key Details

• Filing: Form 8-K filed January 26, 2026 (Exchange Agreement dated January 22, 2026).
• Corporate action: Amended & Restated Certificate of Formation reclassified all outstanding common stock into Class A Common Stock.
• Exchange: Co-Founders Jabbok and William Schlacks exchanged their newly reclassified Class A shares for an equivalent number of Class B Common Stock (par value $0.00000125).
• Voting agreement: Each Co-Founder agreed to vote or consent with respect to all shares beneficially owned by him together and in the same manner as the other Co-Founder, as mutually agreed.
• Securities treatment: Shares issued to the Co-Founders were exempt from registration under Section 3(a)(9) of the Securities Act.

Why It Matters
This filing documents a change to the company’s capital structure that resulted in the creation of Class A and Class B common stock and placed Class B shares with the company’s Co-Founders alongside a binding voting pact. For investors, these steps can affect shareholder alignment and governance (how founders vote their shares), which is relevant to control and decision-making at the company. The filing does not disclose additional economic terms or any change to financial results; it mainly addresses ownership class and voting arrangements.