EquipmentShare.com Inc.

01/26/2026 | Press release | Distributed by Public on 01/26/2026 15:07

Corporate Action, Amendments to Bylaws (Form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 26, 2026, the Company filed its amended and restated certificate of incorporation (the "A&R Certificate of Formation") with the Secretary of State of the State of Texas, and its amended and restated bylaws (the "A&R Bylaws") became effective, each in connection with the closing of the IPO. As described in the final prospectus, dated January 22, 2026 (the "Prospectus") relating to the Registration Statement on Form S-1 (File No. 333-292018), as amended, filed with the Securities and Exchange Commission on January 23, 2026, pursuant to Rule 424(b) under the Securities Act, the Company's board of directors and shareholders previously approved the amendment and restatement of the A&R Certificate of Formation and the A&R Bylaws to be effective immediately prior to the closing of the IPO. A description of certain provisions of the A&R Certificate of Formation and the A&R Bylaws is set forth in the section titled "Description of Capital Stock" in the Prospectus.
The foregoing description of the A&R Certificate of Formation and the A&R Bylaws is qualified in its entirety by reference to the full text of (1) the A&R Certificate of Formation filed as Exhibit 3.1 hereto and (2) the A&R Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.


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