Neil Chheda, a director and 10% owner of EquipmentShare.com Inc (NASDAQ:EQPT), filed a Form 4 on October 28, 2026, reporting a transaction dated October 26, 2026, involving the distribution of Class A Common Stock from Romulus Capital II L.P. to its limited partners.

Key Highlights

  • Transaction: 1,617,752 shares of Class A Common Stock were disposed of by Romulus Capital II L.P. on October 26, 2026, via transaction code J, at a price of $0.
  • Nature of disposal: According to the filing, the shares represent a pro rata distribution by Romulus Capital II L.P. to its limited partners without consideration.
  • Post-transaction holdings: Following the transaction, Romulus Capital II L.P. holds 0 shares of Class A Common Stock indirectly attributed to Chheda.
  • Remaining indirect holdings: Chheda continues to report indirect beneficial ownership of 1,687,840 shares held by Schlacks 2020 Transfer LLC, 85,192 shares held by RC EquipmentShare Growth VII L.P., and 70,992 shares held by RC EquipmentShare Growth VI L.P.
  • Disclaimer: The filing states that Chheda disclaims beneficial ownership of shares held by the various entities except to the extent of his pecuniary interest, and that inclusion in the report is not an admission of beneficial ownership for Section 16 purposes.

Romulus Capital II Distribution and Chheda's Indirect Holdings in EquipmentShare.com

According to the Form 4 filed on October 28, 2026, Neil Chheda, identified as a director and 10% owner of EquipmentShare.com Inc, reported a single non-derivative transaction dated October 26, 2026. The transaction involved the disposal of 1,617,752 shares of Class A Common Stock held indirectly through Romulus Capital II L.P., coded as transaction type J, at a price of $0. The filing describes this as a pro rata distribution to the fund's limited partners without consideration, resulting in Romulus Capital II L.P. holding zero shares following the transaction.

The filing also reports three remaining pools of indirect beneficial ownership attributed to Chheda. Schlacks 2020 Transfer LLC holds 1,687,840 shares, with Chheda listed as the manager of that entity. RC EquipmentShare Growth VII L.P. holds 85,192 shares, and RC EquipmentShare Growth VI L.P. holds 70,992 shares, with Chheda identified as managing director of both funds. In each case, the filing includes a disclaimer that Chheda "disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any."

Romulus Capital Partners II, LLC is identified as the general partner of Romulus Capital II L.P., with Chheda serving as its managing member. The filing was signed by Chheda on behalf of himself and each of the reporting entities on October 28, 2026. No direct holdings of Class A Common Stock are reported for Chheda individually in Table I.

What Was Disclosed

The filing disclosed a pro rata, no-consideration distribution of 1,617,752 Class A Common Stock shares from Romulus Capital II L.P. to its limited partners on October 26, 2026, along with Neil Chheda's remaining indirect holdings across three affiliated entities totaling 1,844,024 shares.