| Item 1. | |
| (a) | Name of issuer:
EquipmentShare.com Inc |
| (b) | Address of issuer's principal executive offices:
5710 Bull Run Drive, Columbia, Missouri 65201 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed by the following persons (each a "Reporting Person" and collectively the "Reporting Persons"):
Neil Chheda
Romulus Capital Partners II, LLC ("Romulus II GP"). Neil Chheda is the managing member of Romulus II GP.
Romulus Capital III L.P. ("Romulus III"). Romulus II GP is the general partner of Romulus III.
Romulus EquipmentShare Growth L.P. ("RESG"). Romulus II GP is the general partner of RESG.
Romulus Capital II L.P. ("Romulus II"). Romulus II GP is the general partner of Romulus II.
Romulus EquipmentShare Growth III L.P. ("RESG III"). Romulus II GP is the general partner of RESG III.
Madoda Engala LLC ("Madoda Engala"). Neil Chheda is the manager of Madoda Engala.
Romulus EquipmentShare Growth II L.P. ("RESG II"). Madoda Engala is the general partner of RESG II.
Schlacks 2020 Transfer LLC (the "LLC"). Neil Chheda is the manager of the LLC.
RC EquipmentShare Growth VII L.P. ("RESG VII"). Neil Chheda is the managing director of RESG VII.
RC EquipmentShare Growth VI L.P. ("RESG VI"). Neil Chheda is the managing director of RESG VI.
The filing of this Schedule 13G should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the shares of Class A Common Stock reported herein. Each of the Reporting Persons disclaims beneficial ownership of the shares of Class A common stock owned by the other Reporting Persons except to the extent of its voting and investment control of such shares. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each Reporting Person is 90 Broadway, Cambridge, MA 02142. |
| (c) | Citizenship:
The information required by Item 2(c) is set forth in Row 4 of the cover page for each of the Reporting Persons and is incorporated herein by reference. |
| (d) | Title of class of securities:
Class A Common Stock, $0.00000125 par value per share |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in this Schedule 13G are calculated based upon 228,478,203 shares of the Issuer's Class A common stock outstanding as of February 28, 2026, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 19, 2026. |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)