SUBSEQUENT EVENTS |
12 Months Ended | |||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||||
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Initial Public Offering On January 26, 2026, the Company completed its initial public offering (“IPO”) of 30.5 million shares of the Company’s Class A common stock at a price of $24.50, resulting in gross proceeds of $747 million and net proceeds of $706 million after deducting underwriting discounts and commissions. The Company intends to use the net proceeds of the offering for general corporate purposes. Immediately prior to the completion of the IPO, the Company’s certificate of formation, bylaws, and investors’ rights agreement were amended and restated, resulting in, among other things, all shares of the Company’s common stock, including shares of common stock issuable upon the automatic conversion of the Company’s preferred stock (other than shares of perpetual preferred stock which remain outstanding) being reclassified into shares of Class A common stock, and immediately thereafter all shares of Class A common stock then held by the Co-Founders being exchanged into an equivalent number of shares of Class B common stock. Additionally, Class A shares will be issuable upon exercise or vesting of all outstanding options and restricted stock units, as applicable, except that Class B shares will be issuable upon exercise or vesting of options and restricted stock units held by the Co- Founders and upon vesting of performance stock units (“PSUs”) granted to the Co-Founders (see IPO Founders Awards below). Concurrent with the IPO, all outstanding shares of the Company’s convertible preferred stock were automatically converted into 142 million shares of Class A common stock. Following the completion of the IPO, the Company had 3,500 million and approximately 214 million of Class A common stock authorized and issued and outstanding, respectively, and 200 million and approximately 38 million of Class B common stock authorized and issued and outstanding, respectively. Following the completion of the IPO, the Class B common stock, which is held by the Co-Founders who have agreed to vote together as a group, will represent approximately 85% of the total voting power of the outstanding common stock and, as a result, the Company is considered to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Employee Stock Purchase Plan In connection with the IPO, the Company adopted the EquipmentShare.com 2025 Employee Stock Purchase Plan (the “ESPP”). The maximum number of shares initially available for issuance under the ESPP is 2,316,263 shares of common stock and will be increased on the first day of each fiscal year for a period of up to 10 years following the effective date of the ESPP in an amount equal to the least of (i) 12,000,000 shares; (ii) 1% of the total number of shares of the Company’s Class A and Class B common stock outstanding as of the last completed fiscal year; and (iii) such number of shares as determined by the Board in its discretion. The number of shares available at any time under the ESPP will be subject to adjustment in the event of a dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, or other change in the Company’s structure affecting the shares occurs. The number of shares which a participant may purchase in an offering under the ESPP may be reduced if the offering is over-subscribed. EquipmentShare.com Inc 2025 Omnibus Incentive Plan In connection with the IPO, the Company also adopted the EquipmentShare.com Inc 2025 Omnibus Incentive Plan (the “2025 Plan”). Awards under the 2025 Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other cash-based awards and other stock-based awards (collectively, the “Awards”). The total number of shares of the Company’s common stock initially authorized for issuance under the 2025 Plan is 40,370,162 shares of common stock and this amount will be increased on January 1 of each year following the effective date of the 2025 Plan for a period of 10 years in an amount equal to the lesser of (i) 1% of outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of shares as determined by the Compensation Committee of the Board in its sole discretion. The Awards granted pursuant to the 2025 Plan will be issued with respect to shares of Class A common stock of the Company, other than the IPO Founders Awards. IPO Founders Awards In connection with the IPO, the Board approved grants of PSUs to each of the Co-Founders under the 2025 Plan that could result in the issuance, to each of the Co-Founders, 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, or 7.91% of the Company’s fully-diluted shares outstanding immediately prior to January 26, 2026. The vesting of the awards are subject to service conditions and market conditions, which are based upon the Company’s achieving certain specified stock price hurdles within a ten-year performance period subsequent to the completion of the IPO, or January 26, 2026. The following table sets forth the specified stock price hurdles and the percentage of the Awards eligible to be earned as defined in the Performance Unit Agreements:
________________ (1) A "Price Hurdle" will be met when there has been an average closing price per share, as reported on the Nasdaq Global Select Market, during any 60 consecutive trading day period that starts and ends during the Performance Period equal to or exceeding the hurdle applicable to such tranche as set forth in the table below (or, solely with respect to the first tranche, when the closing price per share as reported on the Nasdaq Global Select Market equaled or exceeded the Price Hurdle for such tranche during the Performance Period). (2)The Award eligible to be earned with respect to the applicable tranche is also subject to a service condition, defined as the fourth anniversary subsequent to the date on which the applicable market condition for that tranche has been satisfied.
|