NASDAQ: EQPT EquipmentShare.com Inc 8-K

EquipmentShare closes $1.35B second lien notes at 7.125%, due 2034

Filed July 2, 2026 · Period ending July 1, 2026 · ~1 min read

Key Changes

high

Issued $1.35B senior secured second lien notes at par with 7.125% coupon, maturing July 2034. Notes rank pari passu with existing second lien stack (9.000% 2028, 8.625% 2032, 8.000% 2033) but junior to ABL facility.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Notes secured by second-priority liens on substantially all company assets. Not currently guaranteed by subsidiaries but will be guaranteed by future domestic subsidiaries that guarantee first-lien debt.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Call protection through July 2029 with make-whole premiums; company may redeem up to 10% annually at 103% or up to 40% at 107.125% using equity proceeds. Change of control triggers 101% put right.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Indenture includes customary high-yield covenants limiting additional debt, dividends, asset sales, affiliate transactions, and mergers, subject to standard exceptions and baskets.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Filing also reports creation of direct financial obligation under Item 2.03, incorporating Item 1.01 by reference.

Item 2.03 — Creation of a Direct Financial Obligation verify on EDGAR →

Summary

EquipmentShare closed a $1.35 billion private offering of senior secured second lien notes due 2034, issued at par with a 7.125% annual coupon. The notes add to the company's existing second lien stack, which already includes $X billion across three tranches maturing 2028–2033 with coupons ranging from 8.000% to 9.000%.

The new notes rank equally with those existing second lien tranches but remain junior to the company's asset-based revolving credit facility. The 7.125% coupon represents a lower rate than the existing second lien notes, suggesting improved market access or credit profile since prior issuances.

The notes are secured by second-priority liens on substantially all company assets and include standard high-yield protections: call protection through mid-2029 with make-whole premiums, a 101% change-of-control put, and covenants limiting additional debt, dividends, and asset sales. The company retains flexibility to redeem up to 10% annually at 103% or up to 40% at 107.125% using equity proceeds before 2029. For holders of existing EquipmentShare debt, the new issuance increases the second lien claim pool without subordinating existing tranches, while equity holders see increased leverage and fixed interest obligations through 2034.

Section-by-Section Diff

Event · Item 2.03 — Creation of a Direct Financial Obligation

~46 words

Item 2.03 — Creation of a Direct Financial Obligation filed; see Key Changes for terms.

1 Added

Added Item 2.03 — direct financial obligation (cross-ref) medium

Added in current filing · verify on EDGAR →

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,000 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

3 Added

Added Debt issuance - $1.35B notes due 2034 high

Added in current filing · verify on EDGAR →

On July 1, 2026 (the “Issue Date”), EquipmentShare.com Inc (the “Company” or the “Issuer”) announced that it closed its previously announced private offering of $1,350 million aggregate principal amount of new senior secured second lien notes due 2034 (the “Notes”). The Notes were issued at an issue price of 100.000% of their principal amount pursuant to an Indenture, dated as of July 1, 2026 (the “Indenture”), by and among the Issuer and Citibank, N.A., as trustee and notes collateral agent. The Notes mature on July 1, 2034 and bear interest at a rate of 7.125% per year. Interest on the Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2027.

EquipmentShare closed a $1.35 billion private offering of senior secured second lien notes maturing July 1, 2034. The notes were issued at par (100% of principal) and carry a 7.125% annual interest rate, with semi-annual interest payments starting January 2027. This is a substantial debt raise that adds to the company's existing second lien note stack.

Added Change of control protection medium

Added in current filing · verify on EDGAR →

If certain changes of control of the Issuer occur, holders of the Notes will have the right to require the Issuer to offer to repurchase their Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the repurchase date.

Noteholders have the right to put their notes back to the company at 101% of par plus accrued interest if a change of control occurs. This is a standard bondholder protection that provides liquidity and a modest premium in the event of an acquisition or other control transaction.

Added Covenants medium

Added in current filing · verify on EDGAR →

The Indenture contains customary high yield covenants limiting the ability of the Issuer to, among other things, (i) incur additional debt; (ii) pay dividends and make other restricted payments; (iii) incur liens on assets; (iv) enter into certain transactions with affiliates; (v) merge or consolidate or sell all or substantially all of its assets; (vi) sell certain assets, including capital stock of subsidiaries; and (vii) create certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to the Issuer. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

The indenture includes typical high-yield bond covenants restricting additional debt, dividends, asset sales, affiliate transactions, mergers, liens, and subsidiary dividend restrictions. These covenants are subject to numerous exceptions and baskets common in high-yield indentures, providing the company operational flexibility while offering bondholders some protection against value-destructive actions.