EquipmentShare.com Inc: Form 10-Q for the period ended Mar 31, 2026

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction

with our unaudited condensed consolidated financial statements, including the notes thereto, included elsewhere in

this Form 10-Q. In addition to historical information, the following discussion and analysis contains forward-

looking statements that reflect our plans, estimates, and beliefs. Our actual results and the timing of events could

differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to

these differences include those discussed below and under Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K

particularly in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections.

Overview

We are a leading tech-enabled construction solutions provider dedicated to enabling job sites to run more

productively and safely. Through our rental service and retail centers, we offer our customers a comprehensive

portfolio of equipment asset management solutions enabled through our T3 platform, which we believe is the

leading sensor-to-cloud fleet management tool in the commercial construction industry and which provides value-

added services to our customers by managing people, assets, and materials in real time.

We are one of the largest and fastest-growing equipment rental providers in the U.S. based on revenue. As of

March 31, 2026, we operated 371 full-service branch locations, 9 standalone dealership sites, and 27 building

materials and hardware retail stores across 45 states, with a diversified managed fleet portfolio of more than 262,000

pieces of equipment and approximately 357,000 trackers operating on our T3 platform. As of March 31, 2026, we

had 8,502 employees who support us in solving industry inefficiencies by providing smart jobsite technology, as

well as operating our equipment rental and retail and service centers.

Our rental fleet, including support vehicles and trailers, consists of equipment that we (i) own, (ii) lease as

lessee under operating lease arrangements with third-party lessors such as an Original Equipment Manufacturer

(“OEM”) and financial institutions, or (iii) lease as lessee under our OWN Program. As of March 31, 2026, 179,322

pieces of equipment were owned by us; 848 pieces of equipment were leased by us as a lessee under operating lease

arrangements with third parties such as OEMs and financial institutions; and 82,480 pieces of equipment were

leased by us as lessee, and rented by us to our customers, under our OWN Program. Leased equipment refers to

equipment subject to operating lease contracts with third parties such as OEMs and financial institutions in which

we have contracted use of the equipment for a defined period. OWN Program equipment refers to equipment sold to

OWN Program participants and subsequently leased back and operated by us under the OWN Program lease and

revenue-sharing structure. Both leased and OWN Program equipment are part of our equipment under management.

Our Business Activities and Operating Environment

We are engaged principally in the business of renting equipment that is managed by and fully enabled with our

T3 platform. This includes equipment that we own, lease, or is rented from third parties through our OWN Program.

Ancillary to our principal business of equipment rental and related services, we also sell used rental equipment, sell

new equipment and consumables, and offer certain services and support to our customers.

We operate our business through the following reportable segments: (i) Equipment Rental and Services

Operations, comprised of recurring activity performed at our full-service branch locations, such as equipment rentals

and related services (including allocated telematics revenue related to rental customer access to the T3 platform),

and sales of parts, supplies and maintenance services to construction contractors and others, and (ii) Equipment

Sales, comprised of sales by us of new or used equipment made at any of our branch locations and dealership sites,

including equipment sales to participants in the OWN Program. All other business activities include telematics SaaS

subscriptions, software applications, and related telematics devices purchased by customers for their owned fleet, as

well as building materials and hardware supplies.

33

Key Factors Affecting Our Performance

Demand for Construction Equipment. Our business is primarily impacted by the demand in the U.S. for

construction equipment for use in non-residential, infrastructure, governmental, industrial, and residential

construction, demolition, maintenance, energy operations, and other construction activities. Demand levels for heavy

construction equipment are particularly dependent on the expected level of major infrastructure construction and

repair projects, which is a function of expected economic growth and government spending.

We expect to benefit if tariffs lead to onshoring of manufacturing and result in construction of new facilities, but

our results will be negatively affected if construction of energy transition infrastructure is reduced due to lower

subsidies or other factors.

Seasonality and Weather Conditions. The rental of construction equipment is seasonal, which causes our

quarterly results and our available cash flow to fluctuate during the year. Our customers generally purchase and rent

equipment in preparation for, or in conjunction with, their busy season, which is typically late spring to November.

However, weather conditions impact the timing of our customers’ busy season, which may cause greater than

expected fluctuations in our quarterly financial results year over year. Seasonal weather trends, particularly severe

wet or dry conditions, can have a significant impact on regional construction market performance by affecting the

ability to undertake construction projects. In addition, numerous external factors such as credit markets, government

subsidies and tariffs, commodity prices, and other circumstances may disrupt normal rental and/or purchasing

practices and sentiment, further contributing to the fluctuations.

Moreover, because equipment sale transactions with OWN Program participants occur unevenly throughout the

year, depending on demand, period-over-period comparisons may not reflect underlying trends. These transactions

may also result in a higher percentage of our revenue being attributable to an OWN Program participant for the

period during which one or more equipment sale transactions with such party occurred. The OWN Program has

consistently attracted strong demand across multiple, sources of capital, including institutional investors who

purchase as a buying group through a collective vehicle and finance their equipment purchases through asset-backed

securities (“ABS”). To satisfy this demand, the Company has organized for these investors sales of large packages

of equipment and has conducted these sales on an episodic basis. Accordingly, period-over-period comparisons may

not reflect underlying trends and fluctuations in our operating results and makes it difficult for us to predict our

future operating results.

Costs of Equipment and Inflation. Significant changes in the purchase price or residual values of equipment or

interest rates can have a significant effect on our profitability depending on our ability to adjust pricing for these

changes. Inflationary pressures and other factors have led to increases in the prices of some equipment and products

that we purchase, and in the costs of our operations, which may be partially offset by increases in the prices we

charge our customers. A sizeable portion of the equipment we lease as lessee through our OWN Program is owned

by third parties who have financed equipment purchases through the issuance of ABS, and a reduction in residual

values could trigger liquidation events for these OWN Program participants and may require them to sell their

construction equipment, which may cause a disruption in our ability to lease and re-rent the construction equipment

to our customers.

Our profitability is dependent upon a number of other factors, including the volume, mix, and pricing of rental

transactions, and the utilization of equipment.

Our business requires significant expenditures for equipment, and we require substantial liquidity and/or access

to capital to finance such expenditures. See “—Liquidity and Capital Resources” below.

Geographic and Fleet Expansion

Our geographic expansion of full-service equipment rental branch locations, and the corresponding increase in

total equipment rental fleet size as we supply new branch locations, is one of the primary factors affecting our

results. The additional branch locations and rental fleet, combined with equipment sales, were the primary drivers

for total revenue increasing from $716 million for the three months ended March 31, 2025 to $989 million for the

three months ended March 31, 2026, or at an annual growth rate of 38%.

34

In line with customer demand and our growth strategy, we have increased the number of full-service equipment

rental branch locations from 292 as of March 31, 2025 to 371 as of March 31, 2026, an increase of 79 new full-

service equipment rental branch locations. In conjunction with the opening of these new full-service equipment

rental branch locations, we incurred $50 million and $55 million of new market startup costs during the three

months ended March 31, 2026 and 2025, respectively.

We correspondingly increased our fleet size from 207,366 units of equipment under management as of

March 31, 2025 to 262,650 as of March 31, 2026, reflecting the growth in original equipment cost (“OEC”) under

management, which includes equipment we own and rent to customers, as well as equipment owned by third parties

and leased by us, as lessee through our OWN Program, and re-rented to customers, from $7,013 million as of

March 31, 2025 to $9,065 million as of March 31, 2026, or an increase of 29%.

Expansion of OWN Program

The growth in our business through geographic and fleet expansion has been partially achieved through the

execution of our strategy to expand our OWN Program. Under the OWN Program, participants may purchase from

us new or used (typically less than four years old) equipment which is fully enabled with T3. Concurrently, we enter

into a lease arrangement with the participant whereby we are the lessee and this qualified equipment is placed on our

T3 platform, to be rented to third party users. Rental revenue generated from equipment enrolled under the OWN

Program is divided and shared between us and the owner of the equipment, and for the duration of the arrangement

we manage the owner’s equipment utilizing the T3 platform.

Amounts we pay to OWN Program participants to lease their equipment are presented as OWN Program

payouts within cost of revenues. At the end of the sharing period under the OWN Program, we may assist the owner

with remarketing services if the equipment is to be sold in the market as used construction equipment. We also offer

several add-on services to the owner of the equipment. Participants in the OWN Program include institutional

investors and ABS entities, high-net-worth individuals, family offices, and other third parties.

Revenue earned from equipment that is in the OWN Program has no depreciation expense or interest expense

for us because we do not own, and therefore do not finance, such equipment. Thus, we have been able to implement

this portion of our managed fleet growth without taking on additional debt and increasing our debt costs. When

rental equipment is enrolled in the OWN Program, rather than purchased and owned by us, we incur lease expense

in the form of OWN Program payouts, which are recorded as cost of revenues, instead of depreciation expense and

interest expense associated with rental equipment that is purchased. OWN Program payouts were $217 million and

$154 million for the three months ended March 31, 2026 and 2025, respectively. This expansion increases cost of

revenues (before depreciation expense) and decreases depreciation expense and interest expense, which affects gross

profit (before depreciation expense), EBITDA (which we define and calculate as net income before interest expense,

income taxes, depreciation expense and amortization expense, and non-cash stock compensation expense), and

EBITDA margins. We expect to further increase our usage of the OWN Program, which will increase OWN

Program payouts in cost of revenues and reduce gross profit (before depreciation) and EBITDA margins, as

compared to rental equipment that is purchased and placed in our rental fleet. In addition, OWN Program payouts

plus depreciation have grown at a faster rate than the growth of revenue. Total equipment rental fleet OEC under the

Company’s management increased $2,052 million, or 29%, from $7,013 million as of March 31, 2025 to $9,065

million as of March 31, 2026. The total equipment rental fleet OEC enrolled in the OWN Program grew by $1,414

million, or 39%, Company-owned equipment rental fleet OEC grew by $717 million, or 22%, and the equipment

rental fleet OEC under operating leases decreased by $79 million during the same period. During the three months

ended March 31, 2026, OWN Program payouts increased 41% compared to the three months ended March 31, 2025;

of that increase, 41% was attributed to the growth of the average equipment rental fleet OEC enrolled in the OWN

Program. Because the OWN Program payouts are variable and primarily based on the amount of rental revenue

generated by the applicable equipment during the period, changes in demand from our customers for specific types

of rental equipment affects the amount of equipment rental and related services revenue generated.

35

Components of Revenues and Expenses

Our revenues are primarily derived from the rental or sale of construction equipment, as well as related parts,

supplies and services, and consist of:

• Equipment rental and related services (includes revenue associated with the rental of equipment including

ancillary revenue from equipment delivery and pickup, rental protection plans, and fueling charges);

• Sales of new or used rental equipment and sales of new equipment, including revenue from equipment sales

subsequently listed on our marketplace under the OWN Program;

• Sales of equipment parts, supplies, and services (primarily relating to warranty services and maintenance

and repair services provided to customers); and

• Sales that we call “platform revenue,” which includes telematics software-as-a-service and related hardware

revenues, as well as the sale of building materials, small tools and construction supplies at our retail

locations.

Our expenses primarily consist of:

• Direct operating costs (primarily costs incurred at our rental branch locations that collectively support our

Equipment Rental and Services Operations segment, including, but not limited to, wages and related

benefits, service costs in connection with our rental equipment, site operating costs, pickup and delivery

expenses in connection with rental equipment, maintenance, fuel, parts, and supplies);

• OWN Program payouts;
• Equipment sales cost of revenues;
• Platform expense;
• Depreciation and amortization expense relating to equipment used in operations and capitalized software;
• Selling, general and administrative expenses; and
• Interest expense.

Our revenues and expenses are described in more detail below.

Revenues

Equipment Rental and Related Services

Our core service is the rental of equipment to customers on a daily, weekly, and monthly basis, enabled by our

T3 platform. The equipment we rent includes company-owned equipment, equipment we lease as a lessee, and

equipment that is leased from other parties in the OWN Program and re-rented to customers. We generate rental

revenue from equipment that is in our OWN Program by leasing equipment from owners on a month-to-month or

longer basis and then renting that equipment to our customers. Under nearly all of our OWN Program contracts, we

have control over the equipment and the equipment owner is not able to redeploy or retrieve the equipment while

under rent. Depending on the terms and conditions, we present rental revenue that we generate and OWN Program

payouts that we incur on OWN Program contracts either on a gross basis or a net basis.

In addition to equipment rental revenue, including from our OWN Program, we also generate revenue from

rental customers from the sale of rental protection plan (“RPP”) services designed to protect them from potential

damage or loss to the equipment they rent, environmental fees assessed on the rental asset and fuel recovery fees that

we charge to our customers.

36

Equipment Sales

We have established a retail process to sell new and used equipment as a recurring part of our business. In

addition, we sell equipment assets to third parties, including third parties who have financed equipment purchases

through the issuance of ABS, and allow the customer to place the equipment in our OWN Program to be rented to

our customers. We sell new and used equipment through a variety of channels, including retail sales to customers

and other third parties, sales to wholesalers, brokered sales, and auctions. We generate revenue from the sale of new

and used equipment, which we present net of sales and other tax amounts collected from customers and remitted to

government authorities. When we act as agent in connection with the sale of new equipment to, for example, a

contractor or an OWN Program participant, among other reasons, we present revenue from the sale of such

equipment net in our consolidated statements of net income. When we are the principal in the transaction, we present

revenue from the sale of equipment on a gross basis, with sales revenue included in equipment sales revenue and the

related cost of revenues included in equipment sales cost of revenues in our consolidated statements of net income.

Equipment Parts, Supplies, and Services

As an integral part of our Equipment Rental and Services Operations, we sell equipment parts and supplies and

provide maintenance, and repair services to customers, as well as the owners of equipment who are participants in

our OWN Program. Revenue generated from the sale of equipment parts and supplies is presented net of sales and

other tax amounts collected from customers and remitted to government authorities. We also generate revenue from

the provision of ad hoc and preventative maintenance, and repair services to our customers, as well as warranty

repairs. We provide warranty repair services on behalf of OEMs in order to fulfill the warranty extended by OEMs

to their customers. Revenue that we generate from warranty repair services represents compensation for the service

performed by us and is presented on a gross basis.

Platform Revenue

Platform revenue is comprised of revenue from telematics services and the sale of custom electronic

components, including telematics tracker devices and cloud-based access control keypads, and revenue from

building materials and hardware supplies. Revenue from telematics is generated through monthly subscriptions to

our T3 platform and its full suite of capabilities, which we provide to our customers as a SaaS subscription. In

addition, our equipment rental arrangements also provide customers with access to our T3 platform and we allocate

a portion of the transaction consideration from equipment rentals to telematics revenue. Our T3 platform provides

customers with access to proprietary digital tools to help manage their jobsites more productively and safely and

enables customers to streamline maintenance and prevent theft, and equipment misuse. Our T3 platform also enables

equipment owners with subscriptions to place their equipment on our OWN Program to be rented to our customers.

Revenue from building materials and hardware supplies is derived from the sale of such materials and supplies at

our retail stores.

Cost of Revenues

Direct Operating Costs

Direct operating costs include the costs that we incur at our rental branch locations that collectively support our

Equipment Rental and Services Operations segment, including, but not limited to, wages and related benefits,

service costs in connection with our rental equipment, site operating costs, pickup and delivery expenses in

connection with rental equipment, maintenance, fuel, parts, and supplies.

OWN Program Payouts

Amounts we pay to OWN Program participants, as a variable lease expense for their share of rental revenue

generated by us from equipment enrolled under the OWN Program, are presented as OWN Program payouts within

cost of revenues.

37

Equipment Sales

Equipment sales cost of revenues includes our OEC, less accumulated depreciation, related to equipment that

we sell when we act as the principal in the transaction.

Platform Expense

Platform expense primarily represents (1) costs relating to the telematics services provided to customers,

including the cost of tracker devices and cloud-based access control keypads installed on equipment owned by our

customers, and other custom electronic components; (2) the cost of building supplies, materials and hardware sold to

customers; and (3) other operating costs for our retail stores.

Depreciation and Amortization

Depreciation and amortization includes non-cash expenses relating to the depreciation of our rental equipment

in the fleet and the amortization of capitalized costs relating to the development of our T3 platform.

Depreciation of rental equipment includes depreciation of various classes of our construction equipment,

delivery vehicles, trailers, and installed telematics tracker devices. We estimate that we may hold the asset in its

rental fleet for a period of five to ten years to generate rental revenue, after which it will be sold or otherwise

disposed of to another party. We also estimate the residual value of the equipment at the time of expected disposal.

Depreciation expense is calculated using a straight-line method and recorded over the estimated holding period.

The total capitalized cost of our T3 platform includes direct costs that result in additional functionality of our

software, including payroll and related costs for employees directly associated with the development project.

Capitalized software is amortized over an estimated useful life of five years.

Selling, General and Administrative Expenses

Selling, general and administrative expenses primarily include costs associated with operating leases, costs

incurred by us in connection with marketing of manufacturers’ equipment, net of reimbursements we receive from

such manufacturers for such costs, payroll costs, insurance costs, legal costs, marketing and travel costs, technology

costs, and certification and training costs. In addition, depreciation of our buildings and improvements, including

leasehold improvements, furniture, fixtures, office equipment, and capitalized startup costs are classified within

selling, general and administrative expenses.

Other Income (Expense)

Gain on Sale of Properties and Other Assets

Gain on the sale of properties and other assets primarily relate to properties in sale leaseback transactions with

other parties.

Interest Expense

Interest expense primarily represents interest on our outstanding debt. Any interest or penalties incurred relating

to income tax filings, if any, are also reported within interest expense.

Other Income, Net

Other income, net includes gains and losses on investments in equity securities, realized gains on available-for-

sale debt securities, fees relating to properties assigned to other parties, construction development fees earned for

managing construction activities at properties owned by other parties, and other miscellaneous income.

38

Results of Operations

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

($ in millions)

Total revenue. Our revenue was $989 million for the three months ended March 31, 2026, compared to $716

million for the three months ended March 31, 2025, an increase of $273 million, or 38%. Our four sources of

revenues over the period are further discussed below:

Equipment rental revenue and related services. Equipment rental revenue and related services accounted for

69% of our revenue for the three months ended March 31, 2026, compared to 69% of our revenue for the three

months ended March 31, 2025. Our equipment rental revenue and related services was $683 million for the three

months ended March 31, 2026, compared to $495 million for the three months ended March 31, 2025, an increase of

$188 million, or 38%. Approximately $144 million of the increase in equipment rental revenue and related services

is driven by an increase in construction demand in the U.S., our strategy to increase our geographical presence, and

value afforded our customers from our T3 technology platform. Accordingly, we increased the number of our full-

service equipment rental branch locations from 292 as of March 31, 2025 to 371 as of March 31, 2026. In addition,

we grew our fleet OEC under management from $7,013 million as of March 31, 2025 to $9,065 million as of

March 31, 2026, and increased the size of our fleet from 207,366 units to 262,650 units of equipment under

management as of March 31, 2025 and 2026, respectively. Changes in the mix of equipment rented and price

changes increased in equipment rental and related services revenue by $44 million.

39

Equipment sales revenue. Equipment sales revenue accounted for 18% of our revenue for the three months

ended March 31, 2026, compared to 20% of our revenue for the three months ended March 31, 2025. Equipment

sales revenue was $179 million for the three months ended March 31, 2026, compared to $145 million for the three

months ended March 31, 2025, an increase of $34 million, or 23%. The change was primarily due to our disciplined

and selective equipment sales into the OWN Program, resulting in an increase of $7 million in sales of construction

equipment to existing and new participants in our OWN Program, and an increase of $27 million in the sale of new

and used equipment to contractors and other end users. As we increase the size of our OWN Program, transactions

with OWN Program participants may result in a higher percentage of our revenue being attributable to an OWN

Program participant for the period during which one or more equipment sale transactions with such party occurred.

We have experienced strong interest from participants in the OWN Program for construction equipment enabled by

T3, as owners get real-time data on usage, health, and performance of the machines rented exclusively by

EquipmentShare and re-rented to our customers. The OWN Program has allowed us to scale the fleet OEC under

our management in order to meet customer demand for construction equipment enabled by T3.

Equipment parts, supplies, and services. Equipment parts, supplies, and services revenue accounted for 8% of

our revenue for the three months ended March 31, 2026, compared to 8% for the three months ended March 31,

2025. Equipment parts, supplies, and services revenue was $77 million for the three months ended March 31, 2026,

compared to $58 million for the three months ended March 31, 2025, an increase of $19 million, or 33%. This

increase was primarily due to our expansion into new markets, resulting in additional full-service branch locations

added to our nationwide network, which increased from 292 locations as of March 31, 2025 to 371 locations as of

March 31, 2026. Equipment parts, supplies, and services revenue increased $4 million from mature branch locations

primarily attributed to the expansion of our product and service offering in mature branch locations, and $15 million

from new branch locations open less than 24 months as a result of the addition of 79 full-service branch locations.

Platform revenue. Platform revenue accounted for 5% of our revenue for the three months ended March 31,

2026, compared to 3% of our revenue for the three months ended March 31, 2025. Platform revenue from telematics

was $31 million for the three months ended March 31, 2026, compared to $10 million for the three months ended

March 31, 2025, an increase of $21 million, or 210%. This increase was primarily due to an increase in monthly

subscriptions sold for the T3 telematics services, an increase in equipment rented that is fully enabled with T3

telematics services, and an increase in revenues related to the sale of custom electronic components following our

September 2025 acquisition of the controlling interests in The Morey Corporation (“Morey”), a business that

designs, manufactures, and sells custom electronic components, including telematics tracker devices and cloud-

based access control keypads. Platform revenue from the sale of construction materials, building supplies, and

hardware across our building materials and hardware retail stores was $19 million for the three months ended

March 31, 2026, compared to $8 million for the three months ended March 31, 2025, an increase of $11 million

primarily attributable to the addition of 11 building materials and hardware retail stores.

Cost of revenues. Cost of revenues was $702 million for the three months ended March 31, 2026, compared to

$516 million for the three months ended March 31, 2025, an increase of $186 million, or 36%.

Direct operating costs. Direct operating costs were $222 million for the three months ended March 31, 2026,

compared to $171 million for the three months ended March 31, 2025, an increase of $51 million, or 30%. The

increase in direct operating costs is primarily due to the organic expansion of our footprint through the addition of

79 full-service branch locations, which increased from 292 locations as of March 31, 2025 to 371 locations as of

March 31, 2026, partially offset by a decrease in equipment operating lease expense of $1 million due to the

termination of certain equipment operating lease agreements. The additional operating locations drove increases in

wages and related benefits of $23 million, and logistics, maintenance, and other site operating costs of $29 million.

OWN Program payouts. OWN Program payouts were $217 million for the three months ended March 31, 2026

compared to $154 million for the three months ended March 31, 2025, an increase of $63 million, or 41%.

Approximately $63 million of the increase is attributed to the growth of the average fleet OEC under management

enrolled in the OWN Program, which grew from $3,529 million in 2025 to $4,980 million in 2026, or 41%, driven

by demand from customers and participants in the OWN Program for construction equipment, as well as an increase

in 19 new full-service branch locations during the three months ended March 31, 2026.

40

Equipment sales cost of revenues. Equipment sales cost of revenues was $146 million for the three months

ended March 31, 2026, compared to $113 million for the three months ended March 31, 2025, an increase of $33

million, or 29%. This increase was primarily due to higher equipment sales to existing and new participants in the

OWN Program resulting in a increase in equipment sales cost of revenues of $10 million, and an increase of $23

million in equipment sales to contractors and other end users primarily due to our ability to reach a greater customer

base through our expansion of full-service branch locations, which increased from 292 as of March 31, 2025 to 371

as of March 31, 2026, also contributed to the increase in equipment sales cost of revenues.

Platform expense. Platform expense was $28 million for the three months ended March 31, 2026, compared to

$8 million for the three months ended March 31, 2025, an increase of $20 million primarily attributed to the addition

of 11 hardware retail stores and the acquisition of Morey in September 2025.

Depreciation and amortization. Depreciation and amortization accounted for 13% of our cost of revenues for

the three months ended March 31, 2026, compared to 14% of our cost of revenues for the three months ended

March 31, 2025. Depreciation and amortization was $89 million for the three months ended March 31, 2026,

compared to $70 million for the three months ended March 31, 2025, an increase of $19 million, or 27%. This

increase was primarily due to an increase in depreciable equipment expense on rental equipment due to an increase

in average cost of owned equipment in our rental equipment, and a $3 million increase in amortization expense on

capitalized software due to an increase in average capitalized costs related to the continued development of our T3

platform.

Selling, general and administrative expenses. Selling, general and administrative expenses were $286 million

for the three months ended March 31, 2026, compared to $210 million for the three months ended March 31, 2025,

an increase of $76 million, or 36%. The increases in selling, general and administrative expenses were primarily

attributed to our expansion of full-service branch locations and growth strategy. To support our expansion, we hired

570 additional staff resulting in an increase of $28 million in selling, general and administrative expense associated

with higher payroll, benefits and travel costs. Our expansion of full-service locations also resulted in higher facilities

and non-rental vehicles lease expense and associated costs of $11 million. The growth of our business and expansion

of our full-service branch locations also increased administrative costs such as insurance, legal, professional

expenses and non-income based taxes by $7 million and other miscellaneous administrative expenses by $13

million. Additionally, stock-based compensation expense of $17 million was recorded for the IPO Founders Awards

for the three months ended March 31, 2026.

Interest expense, net. Interest expense, net, was $70 million for the three months ended March 31, 2026,

compared to $63 million for the three months ended March 31, 2025, an increase of $7 million, or 11%. This

increase was primarily due to an increase in average outstanding debt balances to fund our expansion strategy

including purchases of construction equipment for our fleet, partially offset by lower average interest rates under our

asset-based revolving credit facilities.

Total other expense, net. Total other expense, net, was $62 million for the three months ended March 31, 2026,

compared to $57 million for the three months ended March 31, 2025, an increase of $5 million, or 9%. This increase

was primarily due to higher interest expense of $7 million for the three months ended March 31, 2026, compared to

the three months ended March 31, 2025, resulting from our higher average outstanding borrowing for the three

months ended March 31, 2026, partially offset by higher miscellaneous income of $2 million due to interest and

dividend income and unrealized net gains, on various investments held in equity securities.

Benefit from income taxes. The benefit for income taxes was $32 million for the three months ended March 31,

2026, compared to $19 million for the three months ended March 31, 2025, an increase of $13 million, or 68%.

Although the Company incurred a loss in the current interim period, it anticipates generating taxable income for the

full fiscal year. Accordingly, the estimated annual effective tax rate reflects the expected full-year income and

related expense. Differences between applicable federal and state statutory tax rates and the effective income tax

rates for the income tax benefit recorded by the Company are primarily due to nondeductible expenses and the Texas

franchise tax, offset by research and development tax credits.

Net loss. Net loss decreased by $19 million to $29 million for the three months ended March 31, 2026, as

compared to net loss of $48 million for the three months ended March 31, 2025, due to $11 million of higher

41

operating income, partially offset by $5 million of higher total other expense, net and $13 million of higher income

tax benefit.

Key Performance Metrics

We regularly review a number of financial measurements and operating metrics to evaluate our operating

performance, measure our growth and make strategic investment decisions. In addition to traditional U.S. generally

accepted accounting principles (“U.S. GAAP”) performance measures, such as total revenue and net income, we use

supplemental performance operating metrics such as OEC Under Management, and the non-GAAP financial

measure EBITDA.

Non-GAAP Financial Measure

We refer in this Form 10-Q to EBITDA, a non-GAAP financial measure that is not prepared in accordance with

U.S. GAAP. This non-GAAP financial measure should be considered supplemental to and is not a substitute for

financial information prepared in accordance with U.S. GAAP. Our use of the term EBITDA may vary from the use

of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled

measures used by other companies.

EBITDA. EBITDA is a key metric used by management and our Board to assess our financial performance. We

define EBITDA as net income before interest expense, income taxes, depreciation and amortization and non-cash

stock compensation expense, which we believe, when excluded, provide investors with a useful representation of our

ongoing operations and performance. Certain items excluded from EBITDA are significant components in

understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax

structure, as well as the historic costs of depreciable assets, none of which are reflected in EBITDA. Our

presentation of EBITDA should not be construed as an indication that results will be unaffected by the items

excluded from EBITDA.

The table below reconciles net income to EBITDA for each of the periods indicated:

(in millions)

(1) Represents non-cash compensation expense for stock option and other stock-based awards.

Other Key Financial Metrics

Equipment Rental Segment Adjusted EBITDA and Equipment Rental Segment Adjusted EBITDA Margin.

Equipment Rental Segment Adjusted EBITDA and Equipment Rental Segment Adjusted EBITDA Margin are key

performance metrics used by management and our Board to assess the financial performance of our Equipment

Rental and Services Operations segment. Equipment Rental Segment Adjusted EBITDA is the profitability measure

used by management to evaluate our Equipment Rental and Services Operations segment, disclosed in accordance

with the requirements of Accounting Standards Codification (“ASC”) Topic 280, *Segment Reporting, (“*Topic 280”).

Equipment Rental Segment Adjusted EBITDA Margin is Equipment Rental Segment Adjusted EBITDA divided by

Equipment Rental and Services Operations Segment total revenues.

42

The below table presents our Equipment Rental Segment Adjusted EBITDA and Equipment Rental Segment

Adjusted EBITDA Margin for each of the periods indicated.

(in millions)

(1) Equipment Rental Segment Adjusted EBITDA includes direct operating costs (excluding equipment and vehicle operating lease expense)

and selling, general, and administrative expenses (excluding depreciation expense related to our property and other fixed assets). Equipment

and vehicle operating lease expense was $6 million and $6 million for the three months ended March 31, 2026 and 2025, respectively.

Depreciation expense related to our property and other fixed assets was $14 million and $9 million, and for the three months ended

March 31, 2026 and 2025, respectively. Equipment Rental Segment Adjusted EBITDA also excludes operating expenses related to OWN

Program payouts, depreciation expense on rental equipment, and amortization expense on capitalized software and intangible assets. These

excluded expenses are significant: OWN Program payouts, depreciation expense on rental equipment, and amortization expense on

capitalized software and intangible assets was $217 million, $82 million, and $8 million, respectively, for the three months ended March 31,

2026, $154 million, $67 million, and $4 million, respectively, for the three months ended March 31, 2025. For additional information, see

Note 18 to our condensed consolidated financial statements for the three months ended March 31, 2026.

OEC Under Management. A substantial portion of our overall value is in our rental fleet equipment, including

support vehicles and trailers. The OEC of our owned rental equipment at March 31, 2026 and March 31, 2025 was

$3,930 million and $3,213 million, respectively, or approximately 43% and 46%, respectively, of total equipment

rental OEC under our management. At March 31, 2026, the appraised value of the rental equipment owned by OWN

Program participants was $4,039 million. Our broader managed equipment rental fleet from which we support and

generate our equipment rental revenue as of March 31, 2026 consisted of 262,650 units having an OEC of $9,065

million and an average age of 31 months, and as of March 31, 2025 consisted of 207,366 units having an OEC of

$7,013 million and an average age of 29 months.

Fleet Composition. Our equipment rental fleet from which we support and generate our equipment rental

revenue is summarized in the tables below:

(in millions)

(in millions)

43

(in millions)

(in millions)

The diversity of equipment in our rental fleet is monitored and carefully balanced to give us the ability to

relocate equipment across regions to support increased regional industrial or construction activity and enhance our

overall utilization. For example, certain categories of our equipment supporting industrial construction can

efficiently be re-located to infrastructure projects. As of March 31, 2026 and December 31, 2025, 84% and 85% of

our rental fleet consists of general rental construction equipment, which includes our core rental equipment of boom

lifts, telehandlers, earth moving, scissor lifts, and excavators, respectively, and 16% and 15% of our rental fleet

consists of specialty equipment, which includes advanced solutions, industrial tooling, and other non-core rental

equipment, respectively.

The rental equipment mix among our general rental and specialty equipment categories was largely consistent in

each year as a percentage of total units available for rent and as a percentage of OEC.

For the net book value of our rental equipment, see Note 5 to our unaudited condensed consolidated financial

statements for the three months ended March 31, 2026.

Business Segments

We operate our business through the following reportable segments: (i) Equipment Rental and Services

Operations, comprised of recurring activity performed at our full-service branch locations, such as equipment rentals

and related services (including allocated telematics revenue related to rental customer access to the T3 platform),

and sales of parts, supplies and maintenance services to construction contractors and others, and (ii) Equipment

Sales, comprised of sales by us of new or used equipment made at any of our branch locations and dealership sites,

including equipment sales to participants in the OWN Program. All other business activities include telematics SaaS

subscriptions, software applications, and related telematics devices purchased by customers for their owned fleet, as

well as building materials and hardware supplies. These segments are based upon how we allocate resources and

assess performance. For additional information about our business segments, see Note 18 to our unaudited

condensed consolidated financial statements for the three months ended March 31, 2026.

Equipment Rental and Services Operations

Our core service is the rental of equipment to customers on a daily, weekly, and monthly basis, enabled by our

T3 platform. The equipment we rent includes (i) company-owned equipment, (ii) equipment that is leased to us

under month-to-month or longer-term arrangements from participants in our OWN Program, and (iii) equipment

owned by other third parties and leased to us under operating leases. We generate rental revenue by renting

equipment owned by us or owned by others and re-renting the equipment to our customers.

44

In addition to equipment rental revenue, we also generate revenue from the sale of RPP services designed to

protect our customers from potential damage or loss to the equipment during the rental period, environmental fees

assessed on the rental asset, and fuel recovery fees that we charge to our rental customers.

As an integral part of our Equipment Rental and Services Operations segment, we sell equipment parts and

supplies and provide maintenance and repair services to customers, as well as the owners of equipment who are

participants in our OWN Program. We generate revenue from the provision of ad hoc and preventative maintenance

and repair services to our customers. We also provide warranty repair services on behalf of OEMs in order to fulfill

the warranty extended by the OEMs to customers. Revenue that we generate from warranty repair services

represents compensation for the service performed by us.

Our principal costs and expenses associated with the Equipment Rental and Services Operations segment

include (i) segment direct operating costs incurred across our 371 full-service branch locations and 9 dealership sites

as of March 31, 2026, excluding operating expenses related to OWN Program payouts and equipment and vehicle

operating lease expense; and (ii) segment selling, general and administrative expenses, excluding depreciation

expense related to the property and other fixed assets. Direct operating costs include the costs incurred at our rental

branch locations that collectively support our Equipment Rental and Services Operations segment, including, but not

limited to, wages and related benefits, service costs in connection with our rental equipment, site operating costs,

pickup and delivery expenses in connection with rental equipment, maintenance, fuel, parts, and supplies.

Equipment Sales

Through our Equipment Sales segment, we manage retail processes to sell new and used equipment. We sell

used equipment assets to participants in our OWN Program, including third parties who have financed equipment

purchases through the issuance of ABS. We also sell new and used equipment to others through a variety of

channels, including retail sales, wholesalers, brokered sales, and auctions. Our principal costs and expenses

associated with the Equipment Sales segment include the OEC, or purchase cost, of the equipment that we sell when

we act as the principal in the transaction. When we act as the agent in the transaction, the purchase cost of the

equipment that we sell is presented net of the equipment sales revenue.

All Other

All other business activities, which include telematics SaaS subscriptions, software applications, and the design,

manufacture, and sale of custom electronic components, including telematics devices and cloud-based access control

keypads purchased by customers for their owned fleet, as well as building materials and hardware supplies, are

included in “All Other.”

45

The following tables present information about our reportable segments for the three months ended March 31,

2026 and 2025 (in millions):

(1) Segment Adjusted EBITDA includes cost of revenues and selling, general, and administrative expenses for each segment. Cost of revenues

for the Equipment Rental and Services Operations segment includes direct operating costs, excluding equipment and vehicle operating lease

expense. Equipment and vehicle operating lease expense was $6 million and $6 million for the three months ended March 31, 2026 and

2025 respectively. Cost of revenues for the Equipment Sales segment includes the cost of equipment sales. Cost of revenues for all other

activities includes platform expenses. Segment Adjusted EBITDA also excludes operating expenses related to OWN Program payouts,

depreciation expense on rental equipment, and amortization expense on capitalized software and intangible assets. These excluded expenses

are significant: OWN Program payouts, depreciation expense on rental equipment, and amortization expense on capitalized software and

intangible assets was $217 million, $82 million, and $8 million, respectively, for the three months ended March 31, 2026, $154 million, $67

million, and $4 million, respectively, for the three months ended March 31, 2025. Selling, general and administrative expenses for each

segment exclude depreciation expense related to our property and other fixed assets. Depreciation expense related to our property and other

fixed assets was $14 million and $9 million for the three months ended March 31, 2026 and 2025, respectively. For additional information,

see Note 18 to our condensed consolidated financial statements for the three months ended March 31, 2026.

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

Equipment Rental and Services Operations. Revenue for our Equipment Rental and Services Operations

segment was $764 million for the three months ended March 31, 2026, compared to $556 million for the three

months ended March 31, 2025, an increase of $208 million, or 37%. Approximately $144 million of the increase is

46

attributed to the growth in fleet OEC under our management from $7,013 million as of March 31, 2025 to $9,065

million as of March 31, 2026, and the corresponding increase in our fleet size from 207,366 units to 262,650 units of

equipment under our management as of March 31, 2025 and 2026, respectively. The increase in fleet OEC under our

management, connected to our T3 platform, drove an increase in equipment rental revenue, primarily from national

and regional customers. Fleet OEC under our management includes equipment we own and lease, as well as

equipment owned by third parties and leased through our OWN Program that we rent to customers from our full-

service branch locations, which also increased from 292 as of March 31, 2025, to 371 as of March 31, 2026.

Revenue from sales of equipment parts, supplies, and services from mature branch locations and new branch

locations open less than 24 months contributed $4 million and $15 million, respectively, to the increase in

equipment rental and related services revenue and changes in the mix of equipment rented and price changes

increased equipment rental and related services revenue by $44 million.

Segment Adjusted EBITDA for our Equipment Rental and Services Operations segment was $323 million for

the three months ended March 31, 2026, compared to $209 million for the three months ended March 31, 2025, an

increase of $114 million, or 55%. The increase in Segment Adjusted EBITDA was primarily due an increase in

segment total revenues of $208 million from equipment rentals and the sale of parts, supplies and services, attributed

to our organic growth initiatives, including the maturation of our existing sites and incremental growth sites, and an

increase in equipment rental fleet OEC under our management, from $7,013 million as of March 31, 2025 to $9,065

million as of March 31, 2026, and the corresponding increase in our fleet size from 207,366 units to 262,650 units of

equipment under our management as of March 31, 2025 and 2026, respectively, driven by OWN Program demand.

The increase in segment total revenues was offset by increases of $51 million in segment cost of revenues and $43

million in segment selling, general and administrative expenses.

Equipment Sales. Revenue for our Equipment Sales segment was $179 million for the three months ended

March 31, 2026, compared to $145 million for the three months ended March 31, 2025, an increase of $34 million,

or 23%. The increase was primarily due to increased sales of construction equipment, primarily to contractors and

other end users, as presented in the following table (in millions):

(1) For the three months ended March 31, 2026 and 2025, equipment sales to OWN Program participants included net revenue of $6 million

and $13 million, respectively, recognized on an agent basis, with overall transaction values of $41 million and $97 million, respectively.

The increase in equipment sales of $34 million is primarily attributed to higher sales of $7 million in

construction equipment to existing and new participants in our OWN Program. Sales of new and used equipment

from our full service branch locations to contractors and other end users increased $27 million, primarily attributed

to our site expansions.

Segment Adjusted EBITDA for our Equipment Sales segment was $26 million for the three months ended

March 31, 2026, compared to $25 million for the three months ended March 31, 2025, an increase of $1 million, or

4%. The increase in Segment Adjusted EBITDA was primarily attributed to higher gross margins on equipment

sales.

All Other. Revenue for all other activities was $46 million for the three months ended March 31, 2026,

compared to $15 million for the three months ended March 31, 2025, an increase of $31 million, or 207%. This

increase was primarily due to an increase of $20 million in telematics SaaS subscriptions, applications, and related

telematics devices, as well as an increase of $11 million in sales of building materials, small tools, and hardware

47

supplies due to our expansion of 11 hardware stores during the trailing twelve months. Segment loss for our all other

activities was $2 million for the three months ended March 31, 2026, compared to $4 million for the three months

ended March 31, 2025, an increase of $2 million, or 50%, primarily due to the higher revenue as previously

discussed, partially offset by an increase of $9 million in selling, general and administrative expenses, including

employee compensation, technology costs, professional service fees, and insurance expenses which were allocated

to all other activities based on employee headcount.

Liquidity and Capital Resources

Overview

Our primary liquidity needs include funding our growth, payment of operating expenses, purchases of rental

equipment to be used in our operations, servicing of debt, and funding acquisitions.

Our future contractual obligations are further discussed in “—Contractual Obligations and Commitments”

below. Our primary sources of liquidity have been cash and cash equivalents, cash flows from our operations and

our ability to borrow under our existing ABL Credit Facility, other financing arrangements, including lines of credit,

and the issuances of perpetual preferred, common stock, and convertible preferred stock.

As of March 31, 2026, our liquidity consisted of cash and cash equivalents of $329 million and net excess

availability of $1,276 million under our ABL Credit Facility. See “—ABL Credit Facility—Borrowing Capacity”

below.

Our strategy is to maintain enough liquidity from both cash from operations and our availability under our debt

facilities to maintain sufficient headroom to finance our growth, as well as mitigate the impact that any adverse

financial market conditions might have on our operations in the future. We believe that cash generated from

operations, together with amounts available under the ABL Credit Facility or other financing arrangements, will be

sufficient to meet working capital requirements, debt payments, and anticipated capital expenditures, as well as meet

other strategic uses of cash, if any, over the next twelve months and beyond. We aim to maintain at least

$500 million in liquidity at all times.

To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business

activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional

equity would result in additional dilution to shareholders. In addition, we continuously monitor the capital markets

and our capital structure, and, from time to time, we seek to refinance, amend or otherwise restructure our

outstanding debt on an opportunistic basis and can also choose to raise incremental liquidity as part of such

transactions. Such repurchases, refinancings, amendments, exchanges or other transactions, if any, will be upon such

terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity

requirements, the availability of authorized share capital, contractual restrictions and other factors. The incurrence of

debt financing would result in debt service obligations and the instruments governing such debt could provide for

operating and financing covenants that may restrict our operations. There can be no assurances that we will be able

to raise additional capital on terms that are attractive to us or at all. The inability to raise capital would adversely

affect our ability to achieve our business objectives.

We sell equipment to third party OWN Program participants who have financed equipment purchases through

the issuance of ABS. Under the terms of the ABS, if the appraised value of the equipment declines below specified

amounts, these vehicles may require the third-party owner to liquidate some or all of their equipment, which would

make it unavailable to us and may require us to expend cash to obtain replacement equipment in order to supply our

customers with rental equipment.

Cash Flows

Significant factors driving our liquidity position include cash flows generated from operating and financing

activities, as well as investing activities. We have generated and expect to continue to generate positive cash flow

48

from our operations. Our ability to fund our capital needs will be affected by our ongoing ability to generate cash

from operations and access to capital markets.

The following table summarizes the change in cash and cash equivalents for the periods shown:

(in millions)

Net Cash Used in Operating Activities

For the three months ended March 31, 2026 and 2025, net cash used in our operating activities was $200 million

and $51 million, respectively, and was in each period primarily due to the expansion of our business, increased

working capital corresponding to the growth in our revenues, and the timing of certain payments. For the three

months ended March 31, 2026, net cash used in operating activities reflects a decrease in accrued equipment

purchases from $281 million at December 31, 2025 to $70 million at March 31, 2026, primarily due to the timing of

payments for equipment purchased in transactions when we act as the agent. Net cash used in operating activities

also reflects an increase in cost of revenues of $186 million, selling, general and administrative expenses of $76

million, and interest expense of $7 million for the three months ended March 31, 2026, as compared to the three

months ended March 31, 2025, associated with the growth of our revenues and other changes in working capital.

Net Cash Used in Investing Activities

For the three months ended March 31, 2026 and 2025, net cash used in our investing activities was $280 million

and $283 million, respectively, a decrease of 1%, and was primarily due to a decrease in cash used for the purchases

of properties and other fixed assets which was $48 million for the three months ended March 31, 2026, and $50

million for the three months ended March 31, 2025, and an increase in proceeds received from the sale of rental

equipment of $115 million and $75 million for the three months ended March 31, 2026 and 2025, partially offset by

an increase in by cash used for the purchases of rental equipment, which was $328 million for the three months

ended March 31, 2026, and $293 million for the three months ended March 31, 2025.

Net Cash Provided by Financing Activities

For the three months ended March 31, 2026, net cash provided by financing activities was $503 million,

compared to $273 million for the three months ended March 31, 2025, an increase of 84%. Net cash provided by

financing activities was positively impacted by net proceeds of $706 million from the issuance of class A common

stock upon the initial public offering, net of underwriting discount and commissions, net proceeds of $381 million

from the issuance of long-term debt for the three months ended March 31, 2026, and net proceeds of $300 million

from the issuance of long-term debt for the three months ended March 31, 2025. This was offset partially by using

$582 million in cash to repay long-term debt and finance leases for the three months ended March 31, 2026 and $15

million in cash to repay long-term debt and finance leases for the three months ended March 31, 2025.

Capital Expenditures

Our capital expenditures relate largely to purchases of rental equipment, with the remaining portion representing

purchases of and deposits on property and other fixed assets and investments in internally developed software

primarily associated with the development of our proprietary T3 platform and related software applications. We

offset capital expenditures related to our rental equipment fleet through our sales of rental equipment to contractors

and to OWN Program participants, including high net worth individuals, family offices, and other third parties who

have financed equipment purchases through the issuance of ABS.

49

The table below sets forth the capital expenditures related to our rental equipment fleet, net of proceeds from the

sale of rental equipment, and investments we are making to the T3 platform and other internally developed software

for each of the years presented.

(in millions)

(1) Represents expenditures in connection with developing and maintaining our information technology, including our T3 platform, as well as

related software applications that generate platform revenue.

Net rental equipment capital expenditures were $213 million for the three months ended March 31, 2026,

compared to $218 million for the three months ended March 31, 2025, a decrease of 2%, as we continued to grow

our fleet and site locations in connection with our geographical expansion.

ABL Credit Facility

Borrowing Capacity

On November 26, 2025, the Company refinanced existing borrowings under an asset-based lending facility (the

“ABL Facility”) by entering into a new asset-based lending facility (the “ABL Credit Facility”). The ABL Credit

Facility has a stated maturity date of November 26, 2030. The ABL Credit Facility provides available “borrowing

capacity” (the maximum borrowing permitted, assuming there is sufficient collateral as identified under the ABL

Credit Facility) up to $2.75 billion. Borrowings under the ABL Credit Facility will bear interest at a rate (at the

Company’s election) equal to either (i) the SOFR plus a spread between 112.5 to 137.5 basis points or (ii) the

greatest of (a) 0%, (b) the Federal Funds Rate in effect on such day plus 50 basis points, (c) the SOFR for a one

month tenor in effect on such day (to the extent ascertainable), plus 100 basis points, and (d) the Prime Rate plus (y)

a spread between 12.5 basis points and 37.5 basis points.

The ABL Credit Facility provides for the majority of our borrowing capacity and availability. Creditors under

the ABL Credit Facility have a first-priority security interest in specific pools of assets identified as collateral

therein. Our ability to borrow under the ABL Credit Facility is a function of, among other things, the value of the

assets in the relevant collateral pool. We refer to the amount of debt we can borrow given a certain pool of assets as

the “Borrowing Base,” which includes our accounts receivable, unbilled accounts receivable, eligible rental

equipment, eligible rolling stock and eligible inventory.

Under the ABL Credit Facility, we are required to maintain control agreements on deposit accounts where,

(x) proceeds of collateral from customers and other obligors or (y) proceeds of sales of the collateral, are deposited.

During a Cash Dominion Period (as defined below), all amounts in such deposit accounts are swept into a collection

account maintained with the ABL Credit Facility Agent and used to repay borrowings under the ABL Credit

Facility. A cash dominion period (“Cash Dominion Period”) begins from the occurrence of (a) any specified event of

default or (b) specified availability being less than the greater of (i) 10% of the maximum borrowing amount and

(ii) $175 million, for five consecutive business days and ends when (a) no specified event of default exists and (b)

specified availability has been greater than the greater of (i) 10% of the maximum borrowing amount and (ii) $175

million, for twenty consecutive days.

As of March 31, 2026, we calculated a Borrowing Base, as defined under the ABL Credit Facility, of $2,280

million. We determine “Net Excess Availability” as the amount of additional debt we could borrow based on the

existing borrowing base. As of March 31, 2026, we had Net Excess Availability of $1,276 million under the ABL

50

Facility. We determine “Remaining Capacity” as defined under the ABL Credit Facility as the maximum principal

amount of debt permitted to be outstanding under the facility (i.e., the amount of debt we could borrow assuming we

possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under the facility. We

calculate “Availability Under Borrowing Base Limitation” as the lower of Remaining Capacity or the Borrowing

Base less the principal amount of debt then-outstanding under the ABL Credit Facility, or the amount of debt we

could borrow given the collateral we possess at such time, up to payment conditions. As of March 31, 2026, we

calculated Remaining Capacity of $1,746 million and our “Availability Under Borrowing Base Limitation” was

$1,048 million. Under the ABL Credit Facility, “Remaining Capacity” and “Availability Under Borrowing Base

Limitation” are calculated and defined in the same way as under the ABL Facility.

As of March 31, 2026, $6 million of standby letters of credit were issued and outstanding with a third-party

financial institution.

Covenants

Our ABL Credit Facility contains a number of covenants that, among other things, limit or restrict our ability to

dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay certain indebtedness, make

certain restricted payments (including paying dividends, redeeming stock or making other distributions), create liens,

make investments, make acquisitions, engage in mergers, fundamentally change the nature of our business, or

engage in certain transactions with certain affiliates. Under the terms of our ABL Credit Facility, we are not subject

to ongoing financial maintenance covenants; however, under the ABL Credit Facility, failure to maintain certain

levels of liquidity will subject us to a contractually specified fixed charge coverage ratio of not less than 1:1 for the

four quarters most recently ended. As of March 31, 2026, the appropriate levels of liquidity have been maintained;

therefore this financial maintenance covenant is not applicable. Additional information on the terms of our ABL

Credit Facility is included in Note 9 to our unaudited condensed consolidated financial statements included in this

Form 10-Q.

The ABL Credit Facility is secured on a first-priority basis by liens on substantially all of our and any

guarantor’s assets, subject to permitted liens and certain exceptions. As of the date of this Form 10-Q, the ABL

Credit Facility is not guaranteed by any of our subsidiaries.

Certain of the restrictive covenants under the ABL Credit Facility utilize adjusted EBITDA, as defined in the

related credit agreement, as a primary component of the compliance metric governing our ability to undertake

certain actions otherwise proscribed by such covenants. The adjusted EBITDA metric is calculated under the ABL

Credit Facility as net income before the income tax provision, net financing charges, restructuring and impairment

costs, allocation for support functions and other costs, and intangible asset amortization and depreciation, and new

market start-up costs attributable to new locations less than twelve months old subject to a specified cap calculated

as a percentage of the adjusted EBITDA metric. For the three months ended March 31, 2026 and 2025, new market

start-up costs attributed to our Equipment Rental and Services Operations segment were $50 million and $55

million, respectively.

Notes

Senior Secured Second Lien Notes due 2028

On May 9, 2023, we issued $640,000,000 in aggregate principal amount of 9.000% Senior Secured Second Lien

Notes due 2028 (the “Initial 2028 Notes”). On September 21, 2023, we issued an additional $400,000,000 in

aggregate principal amount of 9.000% Senior Secured Second Lien Notes due 2028 (the “Additional 2028 Notes”

and together with the Initial 2028 Notes, the “2028 Notes”). The 2028 Notes were issued pursuant to the indenture,

dated as of May 9, 2023, between us and Citibank, N.A., as trustee and notes collateral agent (the “2028 Notes

Indenture”). The 2028 Notes bear interest at a rate of 9.00% per year and interest on the 2028 Notes is payable semi-

annually in arrears on May 15 and November 15 of each year. The 2028 Notes will mature on May 15, 2028. The

2028 Notes rank pari passu in right of payment to all of our and any guarantor’s existing and future senior

indebtedness, including indebtedness under the ABL Credit Facility, our 2032 Notes (as defined below) and our

2033 Notes (as defined below).

51

The 2028 Notes and any related guarantees are secured on a second-priority basis by liens on substantially all of

our and any guarantor’s assets that secure any first-priority lien obligations (including the ABL Credit Facility),

subject to permitted liens and certain exceptions. There are certain situations where all or a portion of such collateral

may be automatically released.

The 2028 Notes are not currently guaranteed by any of our subsidiaries and, in the future, will be jointly and

severally guaranteed on a senior secured second lien basis by each of our current and future subsidiaries to the extent

such subsidiary guarantees our ABL Credit Facility, subject to certain limitations and exceptions. We may redeem

some or all of the 2028 Notes at the redemption prices set forth in the 2028 Notes Indenture.

The 2028 Notes Indenture contains certain covenants applicable to us and our restricted subsidiaries, including

limitations on: (1) liens; (2) indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other

dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and

redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and

(9) designations of unrestricted subsidiaries. Each of these covenants is subject to a number of important exceptions

and qualifications. In addition, many of the restrictive covenants do not apply to us during any period when the 2028

Notes are rated investment grade by any two of Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s

Investors Ratings Services (“S&P”) and Fitch Ratings (“Fitch”) or, in certain circumstances, another rating agency

selected by us, provided at such time no default under the 2028 Notes Indenture has occurred and is continuing. In

the case of an event of default, the principal amount of the 2028 Notes plus accrued and unpaid interest would be

accelerated.

Senior Secured Second Lien Notes due 2032

On April 16, 2024, we issued $600,000,000 in aggregate principal amount of 8.625% Senior Secured Second

Lien Notes due 2032 (the “2032 Notes”). The 2032 Notes were issued pursuant to the indenture, dated as of

April 16, 2024, between us and Citibank, N.A., as trustee and notes collateral agent (the “2032 Notes Indenture”).

The 2032 Notes bear interest at a rate of 8.625% per year and interest on the 2032 Notes is payable semi-annually in

arrears on May 15 and November 15 of each year. The 2032 Notes will mature on May 15, 2032. The 2032 Notes

rank pari passu in right of payment to all of our and any guarantor’s existing and future senior indebtedness,

including indebtedness under the ABL Credit Facility, our 2028 Notes and our 2033 Notes.

The 2032 Notes and any related guarantees are secured on a second-priority basis by liens on substantially all of

our and any guarantor’s assets that secure any first-priority lien obligations (including the ABL Credit Facility),

subject to permitted liens and certain exceptions. There are certain situations where all or a portion of such collateral

may be automatically released.

As of the date of this Form 10-Q, the 2032 Notes are not guaranteed by any of our subsidiaries. Going forward,

the 2032 Notes will be jointly and severally guaranteed on a senior secured second lien basis by each of our current

and future subsidiaries to the extent such subsidiary guarantees our ABL Credit Facility, subject to certain

limitations and exceptions. We may redeem some or all of the 2032 Notes at the redemption prices set forth in the

2032 Notes Indenture.

The 2032 Notes Indenture contains certain covenants applicable to us and our restricted subsidiaries, including

limitations on: (1) liens; (2) indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other

dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and

redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and

(9) designations of unrestricted subsidiaries. Each of these covenants is subject to a number of important exceptions

and qualifications. In addition, many of the restrictive covenants do not apply to us during any period when the 2032

Notes are rated investment grade by any two of Moody’s, S&P, and Fitch or, in certain circumstances, another rating

agency selected by us, provided at such time no default under the 2032 Notes Indenture has occurred and is

continuing. In the case of an event of default, the principal amount of the 2032 Notes plus accrued and unpaid

interest would be accelerated.

52

Senior Secured Second Lien Notes due 2033

On September 13, 2024, we issued $500,000,000 in aggregate principal amount of 8.000% Senior Secured

Second Lien Notes due 2033 (the “2033 Notes”). The 2033 Notes were issued pursuant to the indenture, dated as of

September 13, 2024, between us and Citibank, N.A., as trustee and notes collateral agent (the “2033 Notes

Indenture”). The 2033 Notes bear interest at a rate of 8.000% per year and interest on the 2033 Notes is payable

semi-annually in arrears on March 15 and September 15 of each year. The 2033 Notes will mature on March 15,

2033. The 2033 Notes rank pari passu in right of payment to all of our and any guarantor’s existing and future

senior indebtedness, including indebtedness under the ABL Credit Facility, our 2028 Notes and our 2032 Notes.

The 2033 Notes and any related guarantees are secured on a second-priority basis by liens on substantially all of

our and any guarantor’s assets that secure any first-priority lien obligations (including the ABL Credit Facility),

subject to permitted liens and certain exceptions. There are certain situations where all or a portion of such collateral

may be automatically released.

As of the date of this Form 10-Q, the 2033 Notes are not guaranteed by any of our subsidiaries. Going forward,

the 2033 Notes will be jointly and severally guaranteed on a senior secured second lien basis by each of our current

and future subsidiaries to the extent such subsidiary guarantees our ABL Credit Facility, subject to certain

limitations and exceptions. We may redeem some or all of the 2033 Notes at the redemption prices set forth in the

2033 Notes Indenture.

The 2033 Notes Indenture contains certain covenants applicable to us and our restricted subsidiaries, including

limitations on: (1) liens; (2) indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other

dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and

redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and

(9) designations of unrestricted subsidiaries. Each of these covenants is subject to a number of important exceptions

and qualifications. In addition, many of the restrictive covenants do not apply to us during any period when the 2033

Notes are rated investment grade by any two of Moody’s, S&P, and Fitch or, in certain circumstances, another rating

agency selected by us, provided at such time no default under the 2033 Notes Indenture has occurred and is

continuing. In the case of an event of default, the principal amount of the 2033 Notes plus accrued and unpaid

interest would be accelerated.

Certain of the restrictive covenants under the indentures governing our outstanding notes utilize consolidated

total assets as a primary component of the compliance metric governing our ability to undertake certain actions

otherwise proscribed by such covenants.

In addition, certain liens and restricted payments are permitted subject to leverage ratios which are calculated

based on an adjusted EBITDA metric. Such adjusted EBITDA metric is calculated under the indentures governing

our outstanding notes as net income before income tax provision, net financing charges, restructuring and

impairment costs, allocation for support functions and other costs, and intangible asset amortization and

depreciation, and new market start-up costs attributable to new locations less than twelve months old subject to a

specified cap calculated as a percentage of the adjusted EBITDA metric.

Amendments to the Indentures Governing the 2028 Notes and the 2032 Notes

On July 17, 2025, the indentures governing the 2028 Notes and the 2032 Notes were amended to conform

certain covenants and related definitions for these notes to the indenture governing the 2033 Notes. Among other

things, the amendments increased certain limits on debt incurrence to align with the 2033 Notes and aligned certain

aspects of the lien covenant to the same terms in the 2033 Notes Indenture. In connection with these amendments to

the indentures, we paid $5 million in fees and expenses.

Dividends

Dividends on our perpetual preferred accrue and accumulate daily in arrears on the then current accreted

liquidation preference of the outstanding perpetual preferred, whether or not declared, and, if not declared and paid,

will accrue at the applicable dividend rate and be compounded quarterly in arrears. Dividends on the perpetual

53

preferred will be payable, at our election, in cash at any time when, as and if declared by our Board or any duly

authorized committee of our Board, but only out of assets legally available. As of March 31, 2026, the maximum

potential dividend accumulated in arrears on our perpetual preferred was approximately $136 million.

Contractual Obligations and Commitments

The following table summarizes our long-term contractual obligations and commitments as of March 31, 2026.

(In millions)

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have a material current effect or are reasonably likely to have a

material future effect on our results of operations, financial condition, capital expenditures, liquidity or capital

resources.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December

31, 2025. There have been no material changes to our critical accounting policies and estimates during the quarter

ended March 31, 2026.

We are exposed to a variety of market risks, primarily related to the effects of changes in interest rates

(including credit spreads) and fluctuations in fuel prices. We manage our exposure to these market risks through our

regular operating and financing activities and, when deemed appropriate, through the use of derivative financial

instruments. Derivative financial instruments are viewed as risk management tools and have not been used for

speculative or trading purposes. In addition, derivative financial instruments are entered into with a major financial

institution in order to manage our exposure to counterparty nonperformance on such instruments.

Interest Rate Risk

We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings assuming

various changes in market interest rates. Assuming a hypothetical increase of one percentage point in interest rates

on our ABL Facility as of March 31, 2026, our pre-tax earnings would decrease by an estimated $10 million over a

12-month period. We terminated certain interest rate swap agreements in connection with the entry into the ABL

Credit Facility.

Commodity Price Risk

The cost of logistics and transportation fluctuates in large part due to the price of oil and demand trends. Any

fluctuations in our transportation costs in excess of amounts we charge to customers, including the cost of delivery

and pick up of construction equipment, could harm our gross profits and margins. If we are unable to successfully

mitigate a significant portion of commodity price increases or fluctuations, our results of operations could be

harmed. A 10% increase in our transportation costs, if not recovered through higher charges to our customers, would

54

have resulted in a change to cost of revenues of approximately $4 million and $3 million, and for the three months

ended March 31, 2026 and 2025, respectively.

Foreign Currency Risk

We employ a limited number of software engineers domiciled in the United Kingdom (the “UK”). As a result,

we have foreign currency risk exposure to exchange rate fluctuations, primarily with respect to payroll, employee

benefits, lease expense, and other costs incurred and paid in British Pounds. During the three months ended

March 31, 2026, the total costs incurred by our subsidiary in the UK was not material to our operating results. Based

on the size of our subsidiary in the UK, we do not believe that a 10% change in the British Pound exchange rate

would have a material impact on our earnings. We do not engage in purchasing forward exchange contracts for

speculative purposes.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are

designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the appropriate time periods, and that such information

is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely discussions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure

controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect

the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the

benefits of possible controls and procedures relative to their costs.

We, under the supervision of and with participation of our management, including our Chief Executive Officer

and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on

that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of

our disclosure controls and procedures were effective as of March 31, 2026.

Management’s Annual Report on Internal Control Over Financial Reporting

This Form 10-Q does not include a report of management’s assessment regarding internal control over financial

reporting or an attestation report of our independent registered public accounting firm due to a transition period

established by rules of the SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the fiscal quarter ended

March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

55

There have been no material changes to our risk factors from those previously disclosed under Part I, Item 1A,

“Risk Factors” in our 2025 Form 10-K.