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Exhibit 97.1

EquipmentShare.com Inc

Compensation Recoupment Policy

Adopted as of January 8, 2026

This Compensation Recoupment Policy (the “Policy”) has been adopted by the Board of Directors (the

“Board”) of EquipmentShare.com Inc (the “Company”). This Policy provides for the recoupment of certain

executive compensation in the event of an accounting restatement resulting from material noncompliance with

financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set

forth herein. This Policy is intended to comply with the requirements of Section 10D of the Exchange Act (as

defined below) and Section 5608 of the Nasdaq Listing Rules (the “Listing Rule”).

1.Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.

(a)“Committee” means the compensation committee of the Board or any successor committee thereof. If there

is no compensation committee of the Board, references herein to the Committee shall refer to the

Company’s committee of independent directors that is responsible for executive compensation decisions, or

in the absence of such a compensation committee, the independent members of the Board.

(b)“Covered Compensation” means any Incentive-based Compensation “received” by a Covered Executive

during the applicable Recoupment Period; provided that:

(i)such Incentive-based Compensation was received by such Covered Executive (A) on or after the

Effective Date, (B) after he or she commenced service as an Executive Officer and (C) while the

Company had a class of securities publicly listed on a United States national securities exchange; and

(ii)such Covered Executive served as an Executive Officer at any time during the performance period

applicable to such Incentive-based Compensation.

For purposes of this Policy, Incentive-based Compensation is “received” by a Covered Executive during

the fiscal period in which the Financial Reporting Measure applicable to such Incentive-based

Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based

Compensation is made thereafter

(c)“Covered Executive” means any current or former Executive Officer.

(d)“Effective Date” means October 2, 2023.

(e)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(f)“Executive Officer” means, with respect to the Company, (i) its president, (ii) its principal financial

officer, (iii) its principal accounting officer (or if there is no such accounting officer, its controller), (iv) any

vice-president in charge of a principal business unit, division or function (such as sales, administration or

finance), (v) any other officer who performs a policy-making function for the Company (including any

officer of the Company’s parent(s) or subsidiaries if they perform policy-making functions for the

Company) and (vi) any other person who performs similar policy-making functions for the Company.

Policy-making function is not intended to include policy-making functions that are not significant. The

determination as to an individual’s status as an Executive Officer shall be made by the Committee and such

determination shall be final, conclusive and binding on such individual and all other interested persons.

(g)“Financial Reporting Measure” means any (i) measure that is determined and presented in accordance

with the accounting principles used in preparing the Company’s financial statements (including any

measure derived wholly or in part from such measure), (ii) stock price measure or (iii) total shareholder

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return measure (and any measures that are derived wholly or in part from any measure referenced in clause

(i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within

the Company’s financial statements or included in a filing with the U.S. Securities and Exchange

Commission to constitute a Financial Reporting Measure. 

(h)“Financial Restatement” means a restatement of the Company’s financial statements due to the

Company’s material noncompliance with any financial reporting requirement under U.S. federal securities

laws that is required in order to correct:

(i)an error in previously issued financial statements that is material to the previously issued financial

statements; or 

(ii)an error that would result in a material misstatement if the error were (A) corrected in the current

period or (B) left uncorrected in the current period.

For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the

Company’s financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the

previously issued financial statements and the correction of the error is also immaterial to the current period) or a

retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due

to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued

operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common

control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.

(i)“Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any

cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or

vested based wholly or in part upon the attainment of a Financial Reporting Measure. For purposes of this

Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were

determined based on (or were otherwise calculated by reference to) Incentive-based Compensation

(including, without limitation, any amounts under any long-term disability, life insurance or supplemental

retirement or severance plan or agreement or any notional account that is based on Incentive-based

Compensation, as well as any earnings accrued thereon).

(j)“Nasdaq” means the NASDAQ Global Select Market, or any successor thereof.

(k)“Recoupment Period” means the three (3) fiscal years completed immediately preceding the date of any

applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally

includes any transition period (that results from a change in the Company’s fiscal year) within or

immediately following those three (3) completed fiscal years, provided that a transition period between the

last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a

period of nine (9) to twelve (12) months would be deemed a completed fiscal year.

(l)“Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the

officer(s) of the Company authorized to take such action if Board action is not required) concludes, or

reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and

(ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a

Financial Restatement.

2.Recoupment of Erroneously Awarded Compensation.

(a)In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered

Executive (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that would

have otherwise been received by such Covered Executive if calculated based on the Financial Restatement

(the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered

Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation,

each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”). 

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(b)If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or

total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the

amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from

the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall

be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the

Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure

thereof) upon which such Covered Compensation was received. 

(c)For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is

not dependent on (i) if or when the restated financial statements are filed or (ii) any fault of any Covered

Executive for the accounting errors or other actions leading to a Financial Restatement. 

(d)Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be

required to recover any Erroneously Awarded Compensation if both (x) the conditions set forth in either of

the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the independent

directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation

would be impracticable:

(i)the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded

Compensation under this Policy would exceed the amount of such Erroneously Awarded

Compensation to be recovered; provided that, before concluding that it would be impracticable to

recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the

Company shall have first made a reasonable attempt to recover such Erroneously Awarded

Compensation, document such reasonable attempt(s) to make such recovery and provide that

documentation to the Nasdaq; or

(ii)recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified

retirement plan, under which benefits are broadly available to employees of the Company, to fail to

meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal Revenue Code of 1986, as

amended (the “Code”).

(e)The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such

Covered Executive may incur in connection with the recovery of Erroneously Awarded Compensation

pursuant to this Policy, including through the payment of insurance premiums or gross-up payments.

Further, the Company shall not enter into any agreement that exempts any Incentive-Based Compensation

that is granted, paid or awarded to a Covered Executive from the application of this Policy or that waives

the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall

supersede any such agreement.

(f)The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously

Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law,

including, without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in

cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other

disposition of any equity or equity-based awards; (iii) offsetting the Erroneously Awarded Compensation

amount from any compensation otherwise owed by the Company or any of its affiliates to the Covered

Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking

any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as

set forth in Section 2(d), in no event may the Company accept an amount that is less than the amount of

Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax

consequences to the Covered Executive pursuant to Section 409A of the Code, any offsets against amounts

under any nonqualified deferred compensation plans (as defined under Section 409A of the Code) shall be

made in compliance with Section 409A of the Code.

3.Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall

be final, conclusive and binding upon the Company and the Covered Executives and their beneficiaries, heirs,

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executors, administrators and any other legal representative. The Committee shall have full power and authority to

(a) administer and interpret this Policy; (b) correct any defect, supply any omission and reconcile any inconsistency

in this Policy; and (c) make any other determination and take any other action that the Committee deems necessary

or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the

Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to the

contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and the Listing Rule, the

Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the

Committee.

4.Amendment/Termination. Subject to Section 10D of the Exchange Act and the Listing Rule, this Policy

may be amended or terminated by the Committee at any time. To the extent that any applicable law, or stock market

or exchange rules or regulations require recovery of Erroneously Awarded Compensation in circumstances in

addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of

the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law,

stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no

longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a

United States national securities exchange.

5.Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the

requirements of Section 10D of the Exchange Act and the Listing Rule (and any applicable regulations,

administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith).

The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be

operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the

provision shall be interpreted and deemed amended so as to avoid such conflict.

6.Other Compensation Clawback and Recoupment Rights. Any right of recoupment under this Policy is in

addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment

of any compensation that may be available to the Company pursuant to the terms of any other recoupment or

clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in

any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any

other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing

standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that

would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy

and vice versa.

7.Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation

under this Policy to seek recoupment of amounts paid to a Covered Executive which are granted, vested and/or

earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation

includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the

achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion

of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way

granted on the basis of, the achievement of any Financial Reporting Measure performance goal.

8.Miscellaneous.

(a)Any applicable award agreement or other document setting forth the terms and conditions of any

compensation covered by this Policy shall be deemed to include the restrictions imposed herein and

incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will

govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the

Effective Date, regardless of the date on which the award agreement or other document setting forth the

terms and conditions of the Covered Executive’s compensation became effective, including, without

limitation, compensation received under the EquipmentShare.com Inc. 2025 Omnibus Incentive Plan and

any successor plan thereto.

(b)This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs,

executors, administrators and any other legal representatives.

(c)All issues concerning the construction, validity, enforcement and interpretation of this Policy and all related

documents, including, without limitation, any employment agreement, offer letter, equity award agreement

or similar agreement, shall be governed by, and construed in accordance with, the laws of the State of

Texas, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State

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of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other

than the State of Texas.

(d)The Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal

representative and the Company shall initially attempt to resolve all claims, disputes or controversies

arising under, out of or in connection with this Policy by conducting good faith negotiations amongst

themselves. To ensure the timely and economical resolution of disputes that arise in connection with this

Policy, any and all disputes, claims or causes of action arising from or relating to the enforcement,

performance or interpretation of this Policy shall be resolved to the fullest extent permitted by law by final,

binding and confidential arbitration, by a single arbitrator, in Dallas, Texas, conducted by Judicial

Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMS rules. To the fullest extent

permitted by law, the Covered Executives, their beneficiaries, heirs, executors, administrators and any other

legal representative and the Company, shall waive (and shall hereby be deemed to have waived) (i) the

right to resolve any such dispute through a trial by jury or judge or administrative proceeding; and (ii) any

objection to arbitration taking place in Dallas, Texas. The arbitrator shall: (1) have the authority to compel

adequate discovery for the resolution of the dispute and to award such relief as would otherwise be

permitted by law; and (2) issue a written arbitration decision, to include the arbitrator’s essential findings

and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all

remedies that any party would be entitled to seek in a court of law. Any such award rendered shall be

enforceable by any court having jurisdiction and, to the fullest extent permitted by law, the Covered

Executives, their beneficiaries, heirs, executors, administrators and any other legal representative and the

Company shall waive (and shall hereby be deemed to have waived) the right to resolve any such dispute

regarding enforcement of such award through a trial by jury. To the fullest extent permitted by law, the

Covered Executives, their beneficiaries, heirs, executors, administrators, and any other legal representative,

and the Company, shall waive (and shall hereby be deemed to have waived) the right to resolve any such

dispute through a trial by jury.

(e)If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such

provision will be applied to the maximum extent permitted by applicable law and shall automatically be

deemed amended in a manner consistent with its objectives to the extent necessary to conform to any

limitations required under applicable law.