When did Equipmentsharecom Inc file this 10-Q?

Equipmentsharecom Inc (EQPT) filed this Quarterly Report (Form 10-Q) with the SEC on August 13, 2026. The accession number assigned by EDGAR is 0001693736-26-000020.

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Form 10-Q is filed three times a year (after Q1, Q2, and Q3 — the fourth quarter rolls into the 10-K). 10-Qs contain unaudited interim financial statements and a shorter MD&A. They're due 40 or 45 days after quarter end depending on filer size.

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The SEC EDGAR browser lists every 10-Q Equipmentsharecom Inc has filed under CIK 1693736, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.

Equipmentsharecom Inc (EQPT) 10-Q filed Aug 13, 2026

eqpt-20260630

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-43062

EquipmentShare.com Inc

(Exact Name of Registrant as Specified in Its Charter)

____________________________________________________________


Texas		47-2405753
(State of Incorporation)		(I.R.S. Employer Identification No.)
	5710 Bull Run Dr Columbia, Missouri, 65201 (573) 299-5222
(Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.00000125 par value	EQPT	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12

months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days xYes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405

of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth

company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	o	Accelerated Filer	o
Non - Accelerated Filer	x	Smaller Reporting Company	o
Emerging Growth Company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

As of August 7, 2026, the registrant had 215,807,019 shares of Class A common stock outstanding and 37,568,944 shares of Class B common stock outstanding.

Table of Contents

TABLE OF CONTENTS


		Page No.

PART I	FINANCIAL INFORMATION

Item 1	Financial Statements and Supplementary Data	5

	Unaudited Condensed Consolidated Financial Statements	6

	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	6

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025	7

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025	8

	Condensed Consolidated Statements of Perpetual Preferred Stock and Equity for the Three and Six Months Ended June 30, 2026 and 2025	9

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025	11

	Notes to Condensed Consolidated Financial Statements	12

Item 2	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	38

Item 3	Quantitative and Qualitative Disclosures About Market Risk	65

Item 4	Controls and Procedures	66

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	67

Item 1A	Risk Factors	67

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	67

Item 5	Other Information	67

Item 6	Exhibits and Financial Statement Schedules	68

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Form 10-Q”) of EquipmentShare.com Inc (“EquipmentShare” or the

“Company”) and the documents incorporated by reference contain forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995.

Forward-looking statements generally relate to future events or our expected future financial or operating

performance. Such statements can be identified by the use of forward-looking terminology such as “believe,”

“expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the

negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or

intentions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ

materially from historical experience or our present expectations.

Important factors that could cause our actual results to differ materially from those indicated in the forward-

looking statements include, but are not limited to, the following:

•The construction equipment rental industry is highly competitive, and competitive pressures could lead to a

decrease in our market share or in the prices that we can charge;

•Our dependence on relationships with certain suppliers to obtain equipment for our business;

•Our innovative capital-light fleet growth model (the “OWN Program”) subjects us to a number of risks,

many of which are beyond our control;

•Our suppliers of new equipment may appoint additional distributors, sell directly to our customers or

unilaterally terminate our distribution agreements with them, any of which could have a material adverse

effect on our equipment sales due to a loss of such sales;

•Our ability to effectively manage our workforce and operations, which have grown substantially since our

inception, and we expect will continue to do so in the future;

•We may not be able to facilitate our growth strategy by identifying and opening attractive new branch

locations, which could limit our revenues and profitability;

•We may encounter substantial competition or other difficulties in our efforts to expand our operations;

•A decline in construction and industrial activities, a downturn in the economy in general or other

macroeconomic or environmental factors could lead to decreased demand for our equipment, depressed

equipment rental rates and lower equipment sales prices;

•Disruptions in our supply chain could result in adverse effects on our results of operations and financial

performance;

•Our ability to collect on contracts with customers;

•Conditions that adversely affect related parties with which we have entered into equipment sale and rental

arrangements;

•Our reliance upon communications networks and centralized information technology systems and the

concentration of our systems which creates or increases risks for us, such as the risk of the misuse or theft

of information, including personal information;

•Our cloud-based platform (“T3”) is highly technical, and any prolonged undetected errors could adversely

affect our business;

•Our reliance on third parties maintaining open marketplaces to distribute our T3 platform and to provide the

software we use in certain of our products and offerings;

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•The dependence of our business upon the interoperability of our T3 platform across devices, operating

systems, and third-party applications that we do not control;

•Trends in oil and natural gas prices, which could adversely affect the level of exploration, development and

production activity of certain of our customers and the demand for our services, and products;

•Risks related to heightened inflation, recessionary conditions, and financial and capital market disruptions

that may adversely impact business conditions, the availability of credit and access to capital;

•Fluctuations in fuel costs or reduced supplies of fuel, which could harm our business; and

•Our exposure to a variety of claims and losses arising from our operations, which our insurance may not

cover all or any portion of such claims.

The foregoing factors should not be construed as exhaustive and should be read together with the other

cautionary statements included in this Form 10-Q. If one or more events related to these or other risks or

uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially

from what we anticipate. Many of the important factors that will determine these results are beyond our ability to

control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant

subject. These statements are based on information available to us as of the date of this Form 10-Q. Although we

believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future

results, level of activity, performance or achievements. Our statements should not be read to indicate that we have

conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently

uncertain, and investors are cautioned not to unduly rely on these statements. Moreover, neither we nor any other

person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.

The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the

statements are made. We are under no duty to update any of these forward-looking statements after the date of this

Form 10-Q to conform our prior statements to actual results or revised expectations or the occurrence of

unanticipated events, except as required by law.

You should note that we may announce material information to our investors using our investor relations

website (https://ir.equipmentshare.com/), filings with the Securities and Exchange Commission (the “SEC”), press

releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with

our investors. It is possible that the information that we post on these channels could be deemed to be material

information. We therefore encourage investors to visit these websites from time to time. The information contained

on such websites and social media posts is not incorporated by reference into this filing. We have included our

investor relations website address only as an inactive textual reference for convenience and do not intend it to be an

active link to our website.

See the section titled “Risk Factors” in this Form 10-Q and in our Annual Report on Form 10-K for the year

ended December 31, 2025 (the “2025 Form 10-K”) for a discussion of certain factors that could cause actual results

to differ materially from those expressed in our forward-looking statements. Additional factors that could cause

results or performance to differ materially from those expressed in our forward-looking statements are detailed in

other filings we may make with SEC, copies of which are available at no charge. New risks and uncertainties

emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact

on the forward-looking statements contained in this Form 10-Q. We cannot assure you that the results, events and

circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or

circumstances could differ materially from those described in the forward-looking statements.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value)

Unaudited



	June 30, 2026	December 31, 2025
ASSETS
Cash and cash equivalents ......................................................................................................................	$443	$306
Accounts receivable, net(1) ......................................................................................................................	971	748
Inventories ..............................................................................................................................................	460	401
Prepaid costs ...........................................................................................................................................	232	169
Other current assets .................................................................................................................................	104	106
Total current assets ........................................................................................................................	2,210	1,730
Rental equipment, net .............................................................................................................................	3,286	2,834
Property and other fixed assets, net ........................................................................................................	590	504
Capitalized software, net .........................................................................................................................	114	110
Right of use assets, operating .................................................................................................................	719	676
Investments in non-consolidated affiliates .............................................................................................	63	59
Intangible assets, net ...............................................................................................................................	29	31
Other assets .............................................................................................................................................	100	43
Total assets .....................................................................................................................................	$7,111	$5,987

LIABILITIES, PERPETUAL PREFERRED STOCK, AND EQUITY
Accounts payable ....................................................................................................................................	$105	$95
Accrued liabilities ...................................................................................................................................	593	609
Manufacturer flooring plans payable ......................................................................................................	107	74
Current portion of long-term debt ...........................................................................................................	2	4
Current portion of operating lease liabilities ..........................................................................................	79	69
Current portion of finance lease liabilities ..............................................................................................	19	19
Current portion of financing obligations ................................................................................................	9	10
Total current liabilities ...................................................................................................................	914	880
Long-term debt, net of current portion, original issue discounts, and debt issuance costs .....................	3,635	3,268
Operating lease liabilities, net of current portion(2) ................................................................................	690	655
Finance lease liabilities, net of current portion(3) ....................................................................................	197	169
Financing obligations, net of current portion ..........................................................................................	71	83
Deferred tax liabilities, net ......................................................................................................................	22	43
Other liabilities .......................................................................................................................................	—	1
Total liabilities ...............................................................................................................................	5,529	5,099

Perpetual preferred stock, net - $0.00000125 par value, 15 shares authorized, 14 and 14 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively ....................................	370	360

Common stock - $0.00000125 par value, no shares authorized, issued and outstanding as of June 30, 2026, 273 shares authorized, 79 shares issued and outstanding at December 31, 2025 .........................	—	—
Class A common stock - $0.00000125 par value, 3,500 shares authorized, 215 shares issued and outstanding at June 30, 2026, no shares authorized, issued and outstanding as of December 31, 2025	—	—
Class B common stock - $0.00000125 par value, 200 shares authorized, 38 shares issued and outstanding at June 30, 2026, no shares authorized, issued and outstanding as of December 31, 2025	—	—
Convertible preferred stock, net - $0.00000125 par value, no shares authorized, issued and outstanding as of June 30, 2026, 149 shares authorized, 142 shares issued and outstanding at December 31, 2025 .................................................................................................................................	—	430
Treasury stock, at cost, 5 and 5 shares at June 30, 2026 and December 31, 2025, respectively ............	(7)	(7)
Additional paid-in-capital .......................................................................................................................	1,266	105
Retained earnings (accumulated deficit) .................................................................................................	(47)	—
Accumulated other comprehensive income (loss) ..................................................................................	—	—
Total equity ....................................................................................................................................	1,212	528
Total liabilities, perpetual preferred stock, and equity ..................................................................	$7,111	$5,987

__________________

(1)Includes amounts due from related parties of $40 and $20 as of June 30, 2026 and December 31, 2025, respectively.

(2)Includes amounts due to related parties of $8 and $5 as of June 30, 2026 and December 31, 2025, respectively.

(3)Includes amounts due to related parties of $30 and $28 as of June 30, 2026 and December 31, 2025, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

Unaudited



	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
REVENUES
Equipment rental and related services .......................................................	$815	$577	$1,498	$1,072
Equipment sales(1) ......................................................................................	483	478	661	624
Equipment parts and supplies and services ................................................	88	70	165	128
Platform: ....................................................................................................
Telematics ...............................................................................................	34	10	65	20
Other ........................................................................................................	29	12	48	20
Total revenues ......................................................................................	1,449	1,147	2,437	1,864

COST OF REVENUES
Direct operating costs ................................................................................	277	181	498	353
OWN Program payouts(2) ...........................................................................	234	173	451	328
Equipment sales .........................................................................................	394	411	540	524
Platform expense ........................................................................................	35	11	63	19
Depreciation and amortization ...................................................................	98	78	188	148
Total cost of revenues .............................................................................	1,038	854	1,740	1,372
Gross profit .............................................................................................	411	293	697	492

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ...........	317	229	603	439
Operating income ...................................................................................	94	64	94	53

OTHER INCOME (EXPENSE)
Interest expense ..........................................................................................	(73)	(69)	(143)	(131)
Other income, net(3) ....................................................................................	12	8	20	14
Total other expense, net ..........................................................................	(61)	(61)	(123)	(117)
INCOME (LOSS) BEFORE INCOME TAXES ......................................	33	3	(29)	(64)

Provision for (benefit from) income taxes ....................................................	14	(13)	(19)	(32)

NET INCOME (LOSS) ..............................................................................	$19	$16	$(10)	$(32)

Deemed dividends on perpetual preferred stock ...........................................	(3)	(3)	(15)	(15)
Net income (loss) attributable to common shareholders ..............................	$16	$13	$(25)	$(47)

Weighted average common shares outstanding: ...........................................
Basic ...........................................................................................................	253	78	228	78
Diluted (Class A and Common Stock) .......................................................	222	226	196	78
Diluted (Class B) ........................................................................................	38	N/A	32	N/A
Earnings (loss) per common share: ...............................................................
Basic earnings (loss) per common share ....................................................	$0.07	$0.17	$(0.11)	$(0.60)
Diluted earnings (loss) per common share (Class A and Common Stock)	$0.06	$0.06	$(0.11)	$(0.60)
Diluted earnings (loss) per common share (Class B) .................................	$0.07	N/A	$(0.11)	N/A

__________________

(1)Includes amounts earned from related parties of $— and $11 for the three months ended June 30, 2026 and 2025, respectively, and $— and

$71 for the six months ended June 30, 2026 and 2025, respectively.

(2)Includes amounts incurred from related parties of $0.5 and $17 for the three months ended June 30, 2026 and 2025, respectively, and $0.8

and $29 for the six months ended June 30, 2026 and 2025, respectively.

(3)Includes amounts earned from related parties of $4 and $1 for the three months ended June 30, 2026 and 2025, respectively, and $7 and $3

for the six months ended June 30, 2026 and 2025, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

Unaudited



	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
Net income (loss) ...................................................................	$19	$16	$(10)	$(32)
Other comprehensive income (loss):
Reclassification of net gain (loss) from derivative instruments, net of tax ........................................................	1	—	(1)	—
Change in fair value of derivative instruments, net of tax .	—	(1)	—	(3)
COMPREHENSIVE INCOME (LOSS) ............................	$20	$15	$(11)	$(35)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PERPETUAL PREFERRED STOCK AND EQUITY

(In millions)

Unaudited

Retained

Accumulated

Perpetual

Class A

Class B

Convertible

Additional

Earnings

Other

Preferred Stock, net

Common Stock

Preferred Stock, net

Treasury

Paid-In

(Accumulated

Comprehensive

Total

Amount

Stock

Capital

Deficit)

Income (Loss)

Equity

Balance at April 1, 2026

$371

–

$–

215

$–

–

$–

$(7)

$1,238

$(29)

$(1)

$1,201

Net income

–

Reclassification of net gain from derivative

instruments, net of tax

–

Accretion of perpetual preferred stock to

redemption value

–

(1)

–

Dividends on perpetual preferred stock

–

(37)

–

(37)

Exercises of stock options

–

Stock-based compensation

–

Balance at June 30, 2026

$370

–

$–

215

$–

–

$–

$(7)

$1,266

$(47)

$–

$1,212

Retained

Accumulated

Perpetual

Class A

Class B

Convertible

Additional

Earnings

Other

Preferred Stock, net

Common Stock

Preferred Stock, net

Treasury

Paid-In

(Accumulated

Comprehensive

Total

Amount

Stock

Capital

Deficit)

Income (Loss)

Equity

Balance at April 1, 2025

$335

$–

–

$–

–

$–

142

$430

$(7)

$105

$(40)

$490

Net income

–

Change in fair value of derivative instruments,

net of tax

–

(1)

Accretion of perpetual preferred stock to

redemption value

–

(3)

–

(3)

Dividends on perpetual preferred stock

–

(36)

–

(36)

Exercises of stock options

–

Stock-based compensation

–

Balance at June 30, 2025

$338

$–

–

$–

–

$–

142

$430

$(7)

$103

$(60)

$467

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PERPETUAL PREFERRED STOCK AND EQUITY

(In millions)

Unaudited

Retained

Accumulated

Perpetual

Class A

Class B

Convertible

Additional

Earnings

Other

Preferred Stock, net

Common Stock

Preferred Stock, net

Treasury

Paid-In

(Accumulated

Comprehensive

Total

Amount

Stock

Capital

Deficit)

Income (Loss)

Equity

Balance at January 1, 2026

$360

$–

–

$–

–

$–

142

$430

$(7)

$105

$–

$528

Net loss

–

(10)

–

(10)

Conversion of common stock to Class A

common stock in connection with IPO

–

(80)

–

Conversion of convertible preferred stock to

class A common stock in connection with IPO

–

142

–

(142)

(430)

–

430

–

Conversion of class A common stock to class B

common stock in connection with IPO

–

(38)

–

Issuance of class A common stock in

connection with IPO, net of underwriting

discounts and offering costs

–

692

–

692

Accretion of perpetual preferred stock to

redemption value

–

(10)

–

(10)

Dividends on perpetual preferred stock

–

(37)

–

(37)

Exercises of stock options

–

Stock-based compensation

–

Balance at June 30, 2026

$370

–

$–

215

$–

–

$–

$(7)

$1,266

$(47)

$–

$1,212

Retained

Accumulated

Perpetual

Class A

Class B

Convertible

Additional

Earnings

Other

Preferred Stock, net

Common Stock

Preferred Stock, net

Treasury

Paid-In

(Accumulated

Comprehensive

Total

Amount

Stock

Capital

Deficit)

Income (Loss)

Equity

Balance at January 1, 2025

$324

$–

–

$–

–

$–

142

$430

$(7)

$114

$549

Net loss

–

(32)

–

(32)

Change in fair value of derivative instruments,

net of tax

–

(3)

Accretion of perpetual preferred stock to

redemption value

–

(14)

–

(14)

Dividends on perpetual preferred stock

–

(36)

–

(36)

Exercises of stock options

–

Stock-based compensation

–

Balance at June 30, 2025

$338

$–

–

$–

–

$–

142

$430

$(7)

$103

$(60)

$467

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Unaudited



	Six Months Ended June 30,
	2026	2025
OPERATING ACTIVITIES
Net loss .......................................................................................................................................................	$(10)	$(32)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense ..................................................................................................	216	167
Amortization of debt issuance costs and original issue discounts ..........................................................	9	10
Allowance for credit losses and doubtful accounts .................................................................................	18	12
Change in operating lease cost ................................................................................................................	64	55
Stock-based compensation expense ........................................................................................................	45	2
Deferred taxes .........................................................................................................................................	(21)	(33)
Other ........................................................................................................................................................	3	(4)
Change in operating assets and liabilities:
Accounts receivable ................................................................................................................................	(222)	(117)
Inventories ...............................................................................................................................................	(68)	(40)
Prepaid costs and other assets .................................................................................................................	(102)	(66)
Accounts payable and manufacturer flooring plans payable ..................................................................	6	(29)
Accrued liabilities ...................................................................................................................................	(17)	4
Operating lease liabilities ........................................................................................................................	(63)	(56)
Net cash used in operating activities ....................................................................................................	(142)	(127)
INVESTING ACTIVITIES
Purchases of rental equipment(1) ..............................................................................................................	(1,017)	(799)
Proceeds from sale of rental equipment(2) ...............................................................................................	483	500
Purchases of and deposits on property and other fixed assets .................................................................	(163)	(116)
Proceeds from sale of property and other fixed assets ............................................................................	1	1
Investments in internally developed software .........................................................................................	(17)	(20)
Purchases of investments in equity and debt securities ...........................................................................	(15)	(15)
Proceeds from sale of investments in equity and debt securities ............................................................	7	8
Acquisition of businesses, net of cash acquired ......................................................................................	(9)	(9)
Net cash used in investing activities .....................................................................................................	(730)	(450)
FINANCING ACTIVITIES
Payments on long-term debt and finance leases ......................................................................................	(984)	(318)
Proceeds from long-term debt, net ..........................................................................................................	1,332	900
Payments on deferred financing costs .....................................................................................................	(1)	—
Payments on financing obligations .........................................................................................................	(3)	(16)
Proceeds on financing obligations ...........................................................................................................	—	1
Dividends paid on perpetual preferred stock ...........................................................................................	(37)	(37)
Proceeds from issuance of class A common stock upon initial public offering, net of underwriting discount and commissions ....................................................................................................................	706	—
Payments of equity issuance costs ..........................................................................................................	(7)	—
Exercise of stock options .........................................................................................................................	3	1
Net cash provided by financing activities ............................................................................................	1,009	531
Net increase (decrease) in cash and cash equivalents	137	(46)
Cash and cash equivalents, beginning of period .....................................................................................	306	407
Cash and cash equivalents, end of period	$443	$361

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest ...............................................................................................................................	$131	$126
Cash paid for taxes ..................................................................................................................................	2	1
NON-CASH ACTIVITIES:
Purchase of rental equipment remaining in accounts payable and manufacturer flooring plans ............	$51	$12
Purchase of property and other fixed assets remaining in accounts payable ..........................................	6	8
Accretion of perpetual preferred stock to redemption value ...................................................................	10	14
Stock-based compensation for capitalized software development ..........................................................	1	—

__________________

(1)Includes amounts from related parties of $— and $27 for the six months ended June 30, 2026 and 2025, respectively.

(2)Includes amounts from related parties of $— and $55 for the six months ended June 30, 2026 and 2025, respectively.

Table of Contents

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

1.BUSINESS

EquipmentShare.com Inc and subsidiaries (“EquipmentShare” or the “Company”) was organized in 2014 and

commenced operations on January 1, 2015. Effective June 30, 2025, EquipmentShare.com Inc changed its

jurisdiction of incorporation from the state of Delaware to the state of Texas.

The Company is a vertically integrated platform that combines proprietary technology, a connected equipment

fleet, and a nationwide footprint to serve the construction industry. More than a rental company, EquipmentShare

delivers jobsite visibility and control through its cloud-based T3 platform, which integrates embedded telematics

hardware, software applications, and real-time data to support both customers and internal operations. The T3

platform is original equipment manufacturer (“OEM”) agnostic and gives the Company and its rental customers the

ability to track mixed fleets, maximize utilization, reduce unplanned downtime, streamline maintenance, and

improve jobsite security and operator accountability.

The Company utilizes its proprietary T3 platform in its equipment rental and service operations to manage

construction equipment that is owned by the Company, as well as construction equipment that is leased from third

party participants in the Company’s “OWN Program.” Under the OWN Program, participants may purchase from

the Company new or used (typically less than four years old) equipment which is fully enabled with our T3

platform. Concurrently, the participant and the Company enter into a lease agreement whereby this qualified

equipment is placed on the Company’s T3 platform, to be rented to third party users. Rental revenue generated from

equipment enrolled under the OWN Program is divided and shared between the Company and the owner of the

equipment, and for the duration of the arrangement the Company manages the owner’s equipment utilizing the T3

platform. At the end of the sharing period under the OWN Program, the Company may assist the owner with

remarketing services if the equipment is to be sold in the market as used construction equipment. The Company also

offers several add-on services to the owner of the equipment.

In addition to equipment rentals, the Company also offers complementary products and services, such as

equipment parts, supplies, services, and select jobsite support offerings. These products and services are integrated

with the T3 platform to support broader jobsite needs as part of the Company’s equipment rental and services

operations. The Company offers new and used equipment for sale to customers. Separately, the Company offers

telematics software as a service (“SaaS”) subscriptions, supported by embedded telematics hardware to customers

who use the digital tools to monitor fleet performance, manage maintenance, and oversee jobsite activity through a

single platform. The Company develops and enhances these tools and services with input from customers. The

Company also retails building materials and hardware supplies to customers.

As of June 30, 2026, the Company had 391 full-service branches, 9 dealership sites, and 30 building materials

and hardware retail stores located across 45 states in the U.S. The Company’s full-service, technology-enabled

model supports multiple customer touchpoints and allows it to operate a high-quality, diversified rental fleet. The

Company’s branch network also serves as an effective distribution channel for fleet disposition and supports related

activities including new and used equipment sales, parts, supplies and services. The Company is an authorized

dealer for JLG, Takeuchi, Skyjack, Genie, and other major brands of construction and aerial equipment, and offers

equipment rentals, parts, and services.

Initial Public Offering

On January 26, 2026, the Company completed its initial public offering (“IPO”) of 30.5 million shares of the

Company’s Class A common stock at a price of $24.50, resulting in gross proceeds of $747 million and net proceeds

of $706 million after deducting underwriting discounts and commissions. In connection with the IPO, the Company

capitalized $14 million of equity issuance costs. The Company intends to use the net proceeds of the offering for

general corporate purposes.

Immediately prior to the completion of the IPO, the Company’s certificate of formation, bylaws, and investors’

rights agreement were amended and restated, resulting in, among other things, all shares of the Company’s common

stock, including shares of common stock issued upon the automatic conversion of the Company’s preferred stock

(other than shares of perpetual preferred stock which remain outstanding) being reclassified into shares of Class A

common stock, and immediately thereafter all shares of Class A common stock then held by the Company’s Chief

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Executive Officer or President (the “Founders”) were exchanged into an equivalent number of shares of Class B

common stock. Additionally, shares of Class A common stock will be issuable upon exercise or vesting of all

outstanding options and restricted stock units (“RSUs”), as applicable, except that Class B shares will be issuable

upon exercise or vesting of options and RSUs held by the Founders and upon vesting of performance stock units

(“PSUs”) granted to the Founders (see IPO Founders Awards below).

Concurrent with the IPO, all outstanding shares of the Company’s convertible preferred stock were

automatically converted into 142 million shares of Class A common stock. Following the completion of the IPO, the

Company had 3,500 million of authorized shares of Class A common stock and approximately 215 million shares of

Class A common stock issued and outstanding, along with 200 million of authorized shares of Class B common

stock and approximately 38 million shares of Class B common stock issued and outstanding.

Following the completion of the IPO, the Class B common stock (which is held by the Founders who have

agreed to vote together as a group) represented more than 80% of the total voting power of the outstanding common

stock and, as a result, the Company is considered to be a “controlled company” within the meaning of Nasdaq

corporate governance standards.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been

prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) for interim financial

information. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete

financial statements have been condensed or omitted in accordance with Securities and Exchange Commission

(“SEC”) rules and regulations. In the opinion of the Company, the accompanying unaudited condensed consolidated

financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair

statement of its financial position as of June 30, 2026, and its results of operations, changes in perpetual preferred

stock and equity, and cash flows, for the six months ended June 30, 2026 and 2025. Interim results of operations are

not necessarily indicative of the results of the full year.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s significant accounting

policies are described in Note 2. Summary of Significant Accounting Policies in the 2025 Form 10-K. There have

been no significant changes to those accounting policies in the Company’s preparation of the accompanying

condensed consolidated financial statements as of and for the three and six months ended June 30, 2026.

Use of estimates: Management used estimates and assumptions in preparing these financial statements in

accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities,

the disclosures of contingent assets and liabilities, and the reported revenues and expenses. As future events and

their effects cannot be determined with precision, actual results could differ from the estimates that were used.

Recently Adopted Accounting Pronouncements

Measurement of Credit Losses for Accounts Receivable and Contract Assets: In July 2025, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, which provides

optional guidance relating to the estimation of expected credit losses on current accounts receivable and current

contract assets. This guidance permits entities to apply a practical expedient when estimating credit losses that

assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

Effective January 1, 2026, the Company began applying the practical expedient when estimating credit losses on a

prospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated

financial statements and related disclosures.

Accounting Pronouncements Issued, Not Yet Adopted

Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU 2024-03, which is

intended to improve the disclosures about a public entity's expenses and address requests from investors for more

detailed information about the types of expenses in commonly presented expense captions. The guidance is effective

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after

December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued or

made available for issuance. ASU 2024-03 should be applied on a prospective basis, but retrospective application is

permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its

consolidated financial statements and related disclosures.

Improvements to the Accounting for Internal-Use Software: In September 2025, the FASB issued ASU

2025-06, which amends the guidance in FASB Accounting Standards Codification (“ASC”) 350-40, Intangibles -

Goodwill and Other - Internal-Use Software. The amendments modernize the recognition and disclosure framework

for internal-use software costs, removing the previous “development stage” model and introducing a more

judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early

adoption permitted. The Company is currently evaluating the potential impact of ASU 2025-06 on its consolidated

financial statements and related disclosures.

Interim Reporting - Narrow Scope Improvements: In December 2025, the FASB issued ASU 2025-11, which

clarifies interim disclosure requirements and the applicability of ASC 270, Interim Reporting. The objective of the

amendment is to provide further clarity about the current interim disclosure requirements. ASU 2025-11 is effective

for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early

adoption permitted. The Company is currently evaluating the potential impact of ASU 2025-11 on its interim

reporting requirements in the future.

Codification Improvements: In December 2025, the FASB issued ASU 2025-12, which updates U.S. GAAP for

a broad range of topics arising from technical corrections, unintended application of the codification, clarifications,

and other minor improvements. The guidance is effective for fiscal years beginning after December 15, 2026, and

interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is

currently evaluating the potential impact of ASU 2025-12 on its consolidated financial statements and related

disclosures.

3.ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consist of the following (in millions):


	June 30, 2026	December 31, 2025
Equipment rental and related services ................................................................	$611	$494
Equipment sales ..................................................................................................	49	21
Equipment parts, supplies and services ..............................................................	178	128
Billed or uninvoiced OEM reimbursement receivables .....................................	106	97
Other ...................................................................................................................	108	76
Total accounts receivable ................................................................................	1,052	816
Allowance for credit losses and doubtful accounts ............................................	(81)	(68)
Accounts receivable, net ..................................................................................	$971	$748

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

4.INVENTORIES

Inventories consist of the following (in millions):


	June 30, 2026	December 31, 2025
Equipment inventory ..........................................................................................	$123	$131
Equipment parts ..................................................................................................	243	189
Telematics hardware ..........................................................................................	50	48
Building materials, supplies, small tools, and other ...........................................	44	33
Total inventories ..............................................................................................	$460	$401

5.RENTAL EQUIPMENT, NET

Rental equipment, net, consist of the following (in millions):


	June 30, 2026	December 31, 2025
Rental equipment ................................................................................................	$4,178	$3,596
Installed telematics tracker devices ....................................................................	86	81
Total rental equipment .......................................................................................	4,264	3,677
Less: accumulated depreciation .........................................................................	(978)	(843)
Rental equipment, net .........................................................................................	$3,286	$2,834

During the three and six months ended June 30, 2026, the Company recognized $91 million and $173 million

related to rental equipment depreciation expense, respectively. During the three and six months ended June 30, 2025,

the Company recognized $72 million and $139 million related to rental equipment depreciation expense,

respectively. Rental equipment related depreciation expense is recognized within depreciation and amortization as a

component of cost of revenues on the condensed consolidated statements of operations.

6.PROPERTY AND OTHER FIXED ASSETS, NET

Property and other fixed assets, net, consist of the following (in millions):


	June 30, 2026	December 31, 2025
Furniture, fixtures, office equipment and other ..................................................	$183	$167
Leasehold improvements ....................................................................................	187	161
Buildings and improvements ..............................................................................	229	186
Construction in progress .....................................................................................	93	61
Land ....................................................................................................................	40	44
Total property and other fixed assets .................................................................	732	619
Less: accumulated depreciation .........................................................................	(142)	(115)
Total property and other fixed assets, net .....................................................	$590	$504

During the three and six months ended June 30, 2026, the Company recognized $15 million and $29 million

related to property and other fixed assets depreciation expense, respectively. During the three and six months ended

June 30, 2025, the Company recognized $10 million and $19 million related to property and other fixed assets

depreciation expense, respectively. Property and other fixed assets related depreciation expenses are recognized in

selling, general and administrative expenses on the condensed consolidated statement of operations.

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

7.CAPITALIZED SOFTWARE, NET

Capitalized software, net, consists of the following (in millions):


	June 30, 2026	December 31, 2025
Capitalized software ...........................................................................................	$171	$153
Less: accumulated amortization .........................................................................	(57)	(43)
Total capitalized software, net ......................................................................	$114	$110

During the three and six months ended June 30, 2026, the Company recognized $7 million and $14 million

related to capitalized software amortization expense, respectively. During the three and six months ended

June 30, 2025, the Company recognized $5 million and $9 million related to capitalized software amortization

expense, respectively. Capitalized software amortization expense is recognized within depreciation and amortization

as a component of cost of revenues on the condensed consolidated statements of operations.

8.ACCRUED LIABILITIES

Accrued liabilities consist of the following (in millions):


	June 30, 2026	December 31, 2025
Accrued expenses ...............................................................................................	$69	$42
Accrued inventory purchases .............................................................................	48	23
Accrued salaries and benefits .............................................................................	63	57
Accrued equipment purchases ............................................................................	158	281
Payable to OWN Program participants ..............................................................	70	53
Accrued interest ..................................................................................................	36	33
Insurance claims, including incurred but not reported .......................................	49	43
Deferred revenue ................................................................................................	43	30
Manufacturer liability .........................................................................................	15	12
Real and personal property tax payable .............................................................	18	13
Sales and income tax payable .............................................................................	15	12
Other ...................................................................................................................	9	10
Total accrued liabilities .................................................................................	$593	$609

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

9.LONG-TERM DEBT AND LINES OF CREDIT

The Company had the following outstanding amounts of long-term debt (in millions):


	June 30, 2026	December 31, 2025
Long-term debt and lines of credit:
Asset based revolving credit facility, bearing interest at a rate of 5.00%, secured by equipment and other current assets .........................................	$1,554	$1,196
Senior Secured Second Lien Notes bearing interest at a rate of 9.00% ........	1,034	1,034
Senior Secured Second Lien Notes bearing interest at a rate of 8.625% ......	600	600
Senior Secured Second Lien Notes bearing interest at a rate of 8.00% ........	500	500
Notes payable to various institutions, bearing interest at rates ranging from 3.75% to 5.10%, maturing through 2029, secured by specific equipment .................................................................................................	–	2
Equipment financing lines of credit with various institutions, bearing interest at rates primarily ranging from —% to 9.62%, maturing through 2026 .............................................................................................	3	3
Total long-term debt and lines of credit .............................................................	3,691	3,335
Less: original issue discounts .............................................................................	(17)	(22)
Less: debt issuance costs ....................................................................................	(37)	(41)
	3,637	3,272
Less: current maturities ......................................................................................	(2)	(4)
Long-term debt and lines of credit, net of current portion, original issue discounts, and debt issuance costs ..................................................................	$3,635	$3,268

ABL Credit Facility

During 2021, the Company entered into an asset-based lending facility (the “ABL Facility”). On November 26,

2025, the Company refinanced existing borrowings under the ABL Facility by entering into a new senior secured

asset-based revolving credit facility (the “ABL Credit Facility”). The ABL Credit Facility has a 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 bear interest at a rate (at the Company’s election) equal to either (i) the

Secured Overnight Financing Rate (“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. In connection with the refinancing during the three months ended

December 31, 2025, the Company expensed $8 million of previously capitalized debt issuance costs relating to

certain lenders under the ABL Facility who exited the syndicate, and included in loss on debt extinguishment on the

consolidated statements of net income. Additionally, in connection with the refinancing, the Company capitalized $9

million of debt issuance costs.

On April 15, 2026, the Company amended the ABL Credit Facility (the “Amendment”). The Amendment

revised the mandatory prepayment provisions applicable to net cash proceeds received from transfers under the

OWN Program. Under the amended terms, the Company is required to prepay outstanding borrowings under the

ABL Credit Facility with 100% of such net cash proceeds within five business days following the occurrence of

specified trigger events. The Amendment also specifies the application of such prepayments to outstanding

borrowings without reducing revolving commitments and requires the Company to provide monthly reporting of net

cash proceeds from OWN Program transfers to the administrative agent. No other material terms of ABL Credit

Facility were amended.

The ABL Credit Facility contains negative covenants that permit, subject to certain defined conditions, the

Company to, among other things, (i) incur additional indebtedness or engage in certain other types of financing

transactions, (ii) allow certain liens to attach to assets, (iii) repurchase, or pay dividends, or make certain other

restricted payments on, capital stock and certain other securities, subject to applicable caps, (iv) prepay certain

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

indebtedness and (v) make certain acquisitions and investments. Under the ABL Credit Facility, there is one

financial covenant that will only apply in the future if excess availability under the ABL Credit Facility falls below

the greater of 10 percent of the maximum borrowing amount under the ABL Credit Facility or $175 million. As of

June 30, 2026, availability under the ABL Credit Facility exceeded this threshold and, as a result, the financial

covenant was not applicable.

As of June 30, 2026, the Company had $1,554 million outstanding under the ABL Credit Facility bearing

interest at the SOFR of 5.00%, included in long-term debt on the condensed consolidated balance sheets.

The ABL Credit Facility provides available “borrowing capacity” (the maximum borrowing permitted,

assuming there is sufficient collateral as identified under the ABL Facility) and “net excess availability” (the amount

of additional debt the Company could borrow based on the existing borrowing base). As of June 30, 2026, the

Company had a borrowing base, as defined in the ABL Credit Facility, of $2,540 million. After outstanding

borrowings and letters of credit, the net excess availability at June 30, 2026, as defined in the ABL Credit Facility,

was $980 million, of which the Company could borrow up to $726 million without any additional repayment

conditions.

Other

Certain note agreements between the Company and various institutions contain restrictions and financial

covenants, including maintaining an adjusted fixed charge coverage ratio of 1.15 to 1.00 and a net funded debt to

adjusted EBITDA ratio of 6.00 to 1.00. As of June 30, 2026, the Company was in compliance with those restrictions

and financial covenants.

As of June 30, 2026 the Company had $6 million of letters of credit outstanding with financial institutions

secured by line of credit availability. The letters of credit automatically renew annually unless the Company gives

notice to the financial institution to terminate the letter of credit.

10.LEASES

Leasing Activities – Lessee:

Lease arrangements with OWN Program participants: Under the OWN Program, the Company leases

equipment owned by participants. The Company accounts for these arrangements as a lease under ASC Topic 842,

Leases (“Topic 842”) whereby the Company is the lessee.

Lease arrangements with other parties: The Company, as a lessee, also leases properties, vehicles, certain

equipment used in its operations from parties not participating in the OWN Program, and aircraft under various

operating and finance leases.

The leases are noncancellable and expire on various terms through 2040. There are no material payments for

leases that have not yet commenced.

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

The following table presents the components of the Company’s lease costs and the classification of such costs in

the condensed consolidated statements of operations (in millions):


	Statements of Operations	Three Months Ended June 30,		Six Months Ended June 30,
Component of Lease Cost	Line Item	2026	2025	2026	2025
OWN Program lease payments	OWN Program payouts	$234	$173	$451	$328
Equipment and vehicle operating lease expense ........	Direct operating costs	6	6	12	12
Real estate operating lease expense .....................................	Selling, general and administrative expenses	26	22	52	43
Finance lease expense:
Amortization of equipment leased assets ....................	Depreciation of rental equipment	3	3	5	5
Amortization of property leased assets ........................	Selling, general and administrative expenses	2	1	5	2
Interest on lease liabilities ..	Interest expense	4	1	8	3
Short-term lease cost ................	Selling, general and administrative expenses	1	–	2	–
Total lease expense ..................		$276	$206	$535	$393

11.COMMON STOCK AND EQUITY PLANS

Initial Public Offering

Concurrent with the IPO, all outstanding shares of the Company’s convertible preferred stock were

automatically converted into 142 million shares of Class A common stock. As of June 30, 2026, the Company had

3,500 million authorized shares of Class A common stock and approximately 215 million shares of Class A common

stock issued and outstanding, along with 200 million authorized shares of Class B common stock and approximately

38 million shares of Class B common stock issued and outstanding.

Employee Stock Purchase Plan

In connection with the IPO, the Company adopted the EquipmentShare.com 2025 Employee Stock Purchase

Plan (the “ESPP”). The maximum number of shares initially available for issuance under the ESPP is 2,316,263

shares of common stock and will be increased on the first day of each fiscal year for a period of up to 10 years

following the effective date of the ESPP in an amount equal to the least of (i) 12,000,000 shares; (ii) 1% of the total

number of shares of the Company’s Class A and Class B common stock outstanding as of the last completed fiscal

year; and (iii) such number of shares as determined by the Company’s Board of Directors (the “Board”) in its

discretion. The number of shares available at any time under the ESPP is subject to adjustment in the event of a

dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse

stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares

or other securities of the Company, or other change in the Company’s structure affecting the shares occurs. The

number of shares which a participant may purchase in an offering under the ESPP may be reduced if the offering is

over-subscribed. The Company did not grant any shares of common stock pursuant to the ESPP during the six

months ended June 30, 2026.

2025 Omnibus Incentive Plan

In connection with the IPO, the Company also adopted the EquipmentShare.com Inc 2025 Omnibus Incentive

Plan (the “2025 Plan”). Awards under the 2025 Plan include stock options, stock appreciation rights, RSUs, PSUs,

other cash-based awards and other stock-based awards (collectively, the “Awards”). The total number of shares of

the Company’s common stock initially authorized for issuance under the 2025 Plan is 40,370,162 shares of common

stock and this amount will be increased on January 1 of each year following the effective date of the 2025 Plan for a

period of 10 years in an amount equal to the lesser of (i) 1% of outstanding shares on the last day of the immediately

preceding fiscal year and (ii) such number of shares as determined by the Compensation Committee of the Board in

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

its sole discretion. The Awards granted pursuant to the 2025 Plan will be issued with respect to shares of Class A

common stock of the Company, other than the IPO Founders Awards.

RSUs

During the three months ended June 30, 2026, the Company granted 708,450 RSUs under the 2025 Plan with a

grant date price per unit of $20.01 (fair value of $14 million) to certain service providers who are not Section 16

officers. The Company records stock-based compensation expense on a straight-line recognition method over the

requisite service period for the entire award. Each RSU represents the right to receive one share of Class A common

stock at a future date. The RSUs vest equally over four years, the first 25% of the RSU award vests after one year

from grant date, and the remaining 75% of the RSU award vests on a quarterly basis thereafter. These RSUs will be

settled within 60 days of vesting. From these RSU awards, 4,830 RSUs vested, and 1,000 RSUs were forfeited.

Stock-based compensation expense was $0.5 million for the RSUs during both the three and six months ended June

30, 2026. As of June 30, 2026, the Company had a total of 702,620 unvested RSUs outstanding and the total pretax

compensation cost not yet recognized was $14 million. The weighted average period over which this compensation

cost is expected to be recognized is 3.6 years.

IPO Founders Awards

In connection with the IPO, the Board approved grants of PSUs to each of the Founders under the 2025 Plan

that could result in the issuance, to each of the Founders, of as few as zero shares of the Company’s Class B

common stock and up to 18,321,644 shares of Class B common stock. Each of the IPO Founders Awards was

granted on January 26, 2026 (the “Grant Date”) and is comprised of five tranches of PSUs as set forth in the table

below, the vesting of which are subject to service conditions and market conditions, including the Company

achieving specified stock price hurdles, as set forth in the table below and subject to anti-dilution adjustments,

during the performance period beginning on the first day following the expiration of the lock-up period set forth in

the Company’s agreement with its underwriters in connection with the IPO (or, with respect to tranche 1, beginning

on January 27, 2026) and ending on the earliest to occur of (i) the tenth anniversary of the Grant Date, (ii) a change

in control (as defined in the 2025 Plan) or (iii) the date on which the shares of the Company’s Class A common

stock are no longer traded on a securities exchange or market. Achievement of the applicable stock price hurdle for

any PSU tranche will occur on the date that the average closing price per share of the Company’s Class A common

stock during any 60 consecutive trading days during the performance period equaled or exceeded the applicable

stock price hurdle for such tranche, except that achievement of the stock price hurdle for tranche 1 occurred on

January 27, 2026, the date that the closing price per share of the Company’s Class A common stock during the

performance period equaled or exceeded the stock price hurdle for such tranche. Any PSUs for which the applicable

stock price hurdle is not achieved prior to the end of the performance period will be forfeited in their entirety.


Tranche	$ Price Hurdle (per Share)	% of Award eligible to be Earned
1	29.85	17.70%
2	59.69	21.11%
3	119.39	21.11%
4	238.77	21.11%
5	358.16	18.97%

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

The fair value of the IPO Founders Awards was estimated as of the Grant Date using Monte Carlo simulations

with the following assumptions:


Expected dividend yield ...........................................................................................................	0.0%
Expected volatility ....................................................................................................................	40.0%
Risk-free interest rate ................................................................................................................	4.2%
Requisite Service Period (years) - Tranche 1 ...........................................................................	4.00
Requisite Service Period (years) - Tranche 2 ...........................................................................	7.24
Requisite Service Period (years) - Tranche 3 ...........................................................................	9.75
Requisite Service Period (years) - Tranche 4 ...........................................................................	11.28
Requisite Service Period (years) - Tranche 5 ...........................................................................	11.81

As of June 30, 2026, the market condition for Tranche 1 had been achieved. Accordingly, approximately

17.70% of the IPO Founder Awards (6,485,862 PSUs in the aggregate) had satisfied the applicable market condition

and remain subject to the related service-based vesting requirement. The remaining 82.30% of the IPO Founder

Awards continue to be subject to achievement of the applicable market conditions and service-based vesting

requirements.

The Company historically has not paid dividends on common stock and has no plans to issue dividends in the

foreseeable future. The expected volatility assumption used to estimate the Grant Date fair value of each tranche of

the award was based on the average historical volatility of comparable entities with publicly traded shares. The risk-

free rate for the requisite service period for each tranche was based on the U.S. Treasury yield curve as of the Grant

Date.

The Grant Date fair value of the IPO Founders Awards was $624 million. Stock-based compensation expense of

$24 million and $41 million, was recorded for the IPO Founders Awards during the three and six months ended

June 30, 2026, respectively, and is included in selling, general and administrative expenses in the condensed

consolidated statements of operations. As of June 30, 2026, the unrecognized stock-based compensation expense yet

to be recognized over the vesting period was $49 million in 2026, $98 million in 2027, $98 million in 2028, $98

million in 2029, $52 million in 2030, and $189 million thereafter. The weighted average remaining life was 7.25

years as of June 30, 2026.

2016 Equity Incentive Plan

During 2016, the Company created the 2016 Equity Incentive Plan (“2016 Plan”), which allows for the issuance

of options to purchase shares of EquipmentShare common stock. The employees eligible to participate in the plan

are determined by the plan’s committee. Options are issued with an exercise price equal to the fair value of the

Company’s common stock and with vesting conditions as determined by the plan’s committee. Option awards with

time-based vesting conditions generally range from 12 to 48 months. Option awards with service, performance, and/

or market conditions, as defined, vest when those milestones are achieved (the “milestone-based awards”). Options

are generally forfeited upon termination or when performance or market conditions are not met, and forfeitures are

accounted for as they occur.

Stock Options

As of June 30, 2026, the Company has a total of 22,525,256 options authorized. There were 9,049,367 options

issued and outstanding.

Stock-based compensation expense of $0.7 million and $1 million was recorded for vested time-based options

during the three and six months ended June 30, 2026, respectively, and stock-based compensation expense of

$1 million and $2 million was recorded for the three and six months ended June 30, 2025, respectively, and is

included in selling, general and administrative expenses in the condensed consolidated statements of operations. As

of June 30, 2026, the unrecognized stock-based compensation expense yet to be recognized over the vesting period

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

was $5 million. The weighted average remaining life of the outstanding stock options was 1.4 years as of

June 30, 2026.

No milestone-based awards were granted during the three and six months ended June 30, 2026 or 2025. The

Company recognized less than $0.1 million stock compensation expense for milestone-based option awards during

each of the six months ended June 30, 2026 and 2025. It is not probable that the performance conditions will be

achieved in the next 12 months. The Company had 320,000 unvested milestone-based option awards granted in 2022

outstanding as of June 30, 2026. If the 2022 award milestones, as defined, are not achieved by January 31, 2032,

then these unvested options will be forfeited. The estimated unrecognized stock-based compensation expense to be

recognized if and when the performance conditions are considered probable of being achieved could be up to $0.4

million for the 2022 awards as of June 30, 2026. The weighted average remaining life of the outstanding milestone-

based stock option awards was 5.6 years for the 2022 awards as of June 30, 2026.

RSUs

During the six months ended June 30, 2026, the Company granted 149,698 RSUs under the 2016 Plan with a

weighted average grant date price per unit of $22.78 (fair value of $3 million). From this grant, 8,105 RSUs vested,

and 8,669 RSUs were forfeited. As of June 30, 2026, the Company had a total of 132,924 unvested RSUs

outstanding and the total pretax compensation cost not yet recognized by the Company for unvested RSUs was $3

million. The weighted average period over which this compensation cost is expected to be recognized is 3.5 years.

The Company issued performance-based RSUs under the 2016 Plan with two-tiered vesting conditions which

include a service requirement and a liquidity event requirement. The service condition of the RSUs will be met

provided the participant is in continuous service over the defined period of time generally 12 to 48 months. The

liquidity event requirement was satisfied on the effective date of the IPO. RSUs shall be settled no later than March

15 of the calendar year following the calendar year in which each vesting event occurs. Upon the consummation of

the IPO, the performance-based vesting conditions for outstanding RSUs was satisfied. As a result, the RSUs that

had satisfied the service-based condition date became vested. For the three and six months ended June 30, 2026, the

Company recognized $0.2 million and $3 million, respectively, of stock-based compensation expense attributable to

RSUs. No stock-based compensation expense attributable to RSUs was recognized for the three and six months

ended June 30, 2025, as the performance-based vesting condition had not been satisfied at that time.

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

12.REVENUE RECOGNITION

The Company recognizes revenue in accordance with two accounting standards: (1) Topic 842, which addresses

lease accounting, and (2) Topic 606, which addresses revenue from contracts with customers.

The following table disaggregates the Company’s revenue based on type and the applicable accounting standard

(in millions):


	Three Months Ended June 30,
	2026			2025
	Topic 842	Topic 606	Total	Topic 842	Topic 606	Total
Equipment rental revenue .............................................	$722	$–	$722	$509	$–	$509
Ancillary and other rental revenue:
Delivery and pick-up ...............................................	28	26	54	21	20	41
Other equipment rental ...........................................	32	7	39	23	4	27
Total equipment rental and related services ..................	782	33	815	553	24	577
Equipment sales (new and used)(1) ................................	–	483	483	–	478	478
Equipment parts and supplies and services:
Equipment parts and supplies sales .........................	–	35	35	–	29	29
Services ...................................................................	–	53	53	–	41	41
Total equipment parts and supplies and services ..........	–	88	88	–	70	70
Platform revenue:
Telematics ...............................................................	–	34	34	–	10	10
Other .......................................................................	–	29	29	–	12	12
Total revenues ...............................................................	$782	$666	$1,449	$553	$593	$1,147

__________________

(1)For the three months ended June 30, 2026 and 2025, equipment sales to OWN Program participants were $428 million and $417 million,

respectively. For the three months ended June 30, 2026 and 2025, equipment sales to contractors and other end users were $55 million and

$61 million, respectively.


	Six Months Ended June 30,
	2026			2025
	Topic 842	Topic 606	Total	Topic 842	Topic 606	Total
Equipment rental revenue .............................................	$1,330	$–	$1,330	$948	$–	$948
Ancillary and other rental revenue:
Delivery and pick-up ...............................................	51	48	99	37	35	72
Other equipment rental ...........................................	59	10	69	44	8	52
Total equipment rental and related services ..................	1,440	58	1,498	1,029	43	1,072
Equipment sales (new and used)(1) ................................	–	661	661	–	624	624
Equipment parts and supplies and services:
Equipment parts and supplies sales .........................	–	66	66	–	49	49
Services ...................................................................	–	99	99	–	79	79
Total equipment parts and supplies and services ..........	–	165	165	–	128	128
Platform revenue:
Telematics ...............................................................	–	65	65	–	20	20
Other .......................................................................	–	48	48	–	20	20
Total revenues ...............................................................	$1,440	$997	$2,437	$1,029	$835	$1,864

__________________

(1)For the six months ended June 30, 2026 and 2025, equipment sales to OWN Program participants were $530 million and $512 million,

respectively. For the six months ended June 30, 2026 and 2025, equipment sales to contractors and other end users were $131 million and

$112 million, respectively.

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

The Company's Equipment Rental and Services Operations segment revenue (see Note 18. Segments) is

comprised of equipment rental and related services and equipment parts and supplies and services revenue presented

in the table above.

The disaggregation of the Company's revenue from contracts to customers as reflected above, coupled with the

reportable segment disclosures (see Note 18. Segments), depicts how the nature, amount, timing and uncertainty of

the Company's revenue and cash flows are affected by economic factors.

Equipment rental sublease income was $408 million and $759 million for the three and six months ended

June 30, 2026, respectively, and $293 million and $538 million for the three and six months ended June 30, 2025,

respectively.

Revenue for lease arrangements with customers (Topic 842)

Equipment rental revenue: The Company is in the business of renting equipment that is owned by the Company

or rented from vendors, contractors, and others and then re-rented to the Company’s third-party customers. Such

arrangements are accounted for as operating leases with the Company as a lessor and governed by the standard

rental contract.

As a lessor of rental equipment to customers, revenue is recognized in the period earned on a straight-line basis

over the contract term, regardless of timing of billing to customers. A rental contract term can be daily, weekly, or

monthly (28 days), and is billed when the monthly rental charge is achieved, or at the completion of the rental

contract, whichever is sooner. From time to time, the Company provides an option for the lessee to purchase the

rented equipment at the end of the lease, however, the Company does not generate material revenue from sales of

equipment under such rental purchase option arrangements.

Equipment rental revenue includes revenue generated by the Company, as a sublessor, from equipment that is

owned by others who are participants in the Company’s OWN Program. Under the OWN Program, the owner’s

equipment is fully enabled with the Company’s T3 telematics and placed on the Company’s platform to be rented.

Rental revenue generated while the equipment is rented to the Company’s customers is shared between the

Company and the owner of the equipment. The Company may also provide other services under the OWN Program,

such as maintenance, insurance, and remarketing services. Rental revenue generated from the OWN Program is

divided between the Company and the owner of the equipment, and for the duration of the arrangement the

Company manages the owner’s equipment utilizing the T3 operating system.

Ancillary and other equipment rental revenues: Delivery fees charged are variable, based on the type of

equipment being delivered, the requested delivery time, the distance of the delivery and other relevant

considerations. Delivery occurs before the rental period begins and, therefore, delivery fees charged are recognized

over the monthly rental period.

Other equipment rental revenue is primarily comprised of (i) revenue generated from customers who purchase

rental insurance coverage to protect against potential damages or loss to the equipment rented and (ii) environmental

fees assessed on the rental asset. Rental insurance coverage revenue is recognized as revenue in the period earned on

a straight-line basis over the contract term, regardless of timing of billing to customers. Environmental fee revenue

is recognized in the period earned on a straight-line basis over the contract term.

Revenues from contracts with customers (Topic 606)

Pick-up services: Pick-up services are at the customer’s option after the lease has terminated, and control of the

asset no longer resides with the lessee. Accordingly, the Company recognizes revenue from pick-up services at the

point in time when the pick-up service has been provided, regardless of timing of billing to customers.

Fuel recovery fees: Similar to pick-up services, fuel recovery charges are at the customer’s option after the lease

has terminated, and control of the asset no longer resides with the lessee. Accordingly, fuel recovery fees, which are

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

included in other equipment rental, are recognized at the point in time when the customer elects the service and the

service has been provided by the Company.

Equipment sales (new and used) and equipment parts and supplies sales: The Company recognizes revenue on

sales of new equipment and used equipment, as well as revenue on sales of parts and supplies, at the point in time

when it has a contract in place and satisfies the performance obligation by transferring control of the product or

service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be

entitled to in exchange for such products or services. The Company recognizes revenue on sales of new equipment,

used equipment, and parts and supplies when control has transferred to the customer, which is typically when the

asset is picked up, delivered to the customer, or when significant risks and rewards of ownership have passed to the

customer. In certain cases, the Company acts as the agent for the sale of new equipment, resulting in the new

equipment sales revenue being presented net of new equipment cost of revenues in the equipment sales revenue on

the accompanying condensed consolidated statements of operations. Otherwise, the Company presents new and used

equipment sales on a gross basis within equipment sales revenue and the related equipment sales cost of revenues on

the accompanying condensed consolidated statements of operations. As described above, the Company sells

equipment assets to other parties and may allow the purchaser of the equipment to place the equipment asset in the

OWN Program to be rented to the Company’s customers. Sales and other tax amounts collected from customers and

remitted to government authorities are accounted for on a net basis and excluded from revenue.

Service revenue: Service revenue is primarily comprised of (i) warranty services and (ii) maintenance services

and other miscellaneous services. Warranty services revenue represents compensation for the service work the

Company has performed on behalf of the OEM in order to fulfill the warranty extended by the OEM to the

customer. Warranty revenue and the related receivable are short-term in nature and revenue is recognized at the

point in time when the repair service has been provided by the Company. The Company acts as the principal in these

transactions and, therefore, warranty revenue earned and warranty expense incurred are presented on a gross basis

within revenues and cost of revenues in the accompanying condensed consolidated statements of operations.

Maintenance services and other miscellaneous services revenue represents compensation for maintenance work the

Company has performed for customers and is recognized at the point in time when the services are performed, or

under certain OWN Program arrangements, the Company has a stand-ready performance obligation to provide

maintenance services and revenue is recognized over the contract service period.

Telematics revenue: Telematics revenue includes (i) the sale of subscriptions to the Company’s telematics

services, which are recognized on a straight-line basis over the period corresponding to the telematics subscriptions

that are sold separately to customers; (ii) as an allocation of the transaction consideration from equipment rentals for

the non-lease component of the rental arrangements, which is recognized on a straight-line basis over time based on

the monthly period for equipment rentals; or (iii) the sale of custom electronic components, including telematics

tracker devices and cloud-based access control keypads.

Other revenue: Other platform revenue includes sales of building materials and hardware supplies, which are

recognized at a point in time when the products are purchased and picked up by the customer from one of the

Company’s store locations.

Contract assets and liabilities

The Company does not have material contract assets or material contract liabilities associated with contracts

with customers. The Company’s contracts with customers do not result in material amounts billed to customers in

excess of recognizable revenue. The Company did not recognize material revenues during the three and six months

ended June 30, 2026 or 2025 that were contract liabilities at the beginning of such periods.

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

13.INCOME TAXES

Income tax expense was $14 million and for the three months ended June 30, 2026, and the income tax benefit

was $19 million for the six months ended June 30, 2026. The income tax benefit was $13 million and $32 million

for the three and six months ended June 30, 2025, respectively. Although the Company incurred a loss for the six

months ended June 30, 2026, it anticipates generating taxable income for the full fiscal year. The effective tax rate

for the period differed from the statutory rate primarily due to the impact of the Section 162(m) limitation on the

annual effective tax rate applied to the year-to-date loss.

14.RELATED PARTY TRANSACTIONS

The Company discloses material related party transactions, balances, and relationships in accordance with

ASC 850, Related Party Disclosures. Management evaluates all related party transactions for proper accounting,

disclosure, and potential conflicts of interest.

Transactions with Investee

The Company has a 50.0% ownership interest in 10G LLC (“10G”), a joint venture that designs, develops,

engineers, tests and distributes electronic components and warehouses and sells electronic systems and products.

The joint venture arrangement is accounted for under the equity method. For the three and six months ended

June 30, 2026, the Company recognized revenue from sales to 10G of $9 million and $17 million, respectively,

which is included in telematics platform revenue on the condensed consolidated statements of operations. At

June 30, 2026 and December 31, 2025, the Company had amounts due from 10G of $4 million and $2 million,

respectively, which are included in accounts receivable on the condensed consolidated balance sheets, and amounts

owed to 10G of $0.1 million and $0.2 million, respectively, which are included in accounts payable on the

consolidated balance sheets.

The Company holds a 26.95% noncontrolling interest in Powers Group, Inc. (“Powers”), a third-party insurance

agency that provides customers with a range of personal and business insurance policies and related services. The

Company purchases insurance coverage through a wholly owned subsidiary of Powers, acting as an agent. For the

three and six months ended June 30, 2026, the Company purchased insurance policies through this equity method

investee and recognized $3 million and $6 million of insurance expense in selling, general and administrative

expenses on the condensed consolidated statements of operations, respectively. For the three and six months ended

June 30, 2025, the Company purchased insurance policies through this equity method investee and recognized $2

million and $4 million of insurance expense in selling, general and administrative expenses on the condensed

consolidated statements of operations, respectively. At June 30, 2026 and December 31, 2025, the Company had $3

million and $2 million of prepaid insurance related to these policies, respectively, which are included in prepaid

costs on the condensed consolidated balance sheets.

Prior to September 19, 2025, the Company purchased telematics tracker devices from an equity method

investee, The Morey Corporation (“Morey”), totaling approximately $3 million and $7 million for the three and six

months ended June 30, 2025, respectively. Design and development services paid to Morey were $0.1 million and

$0.4 million for the three and six months ended June 30, 2025, respectively, and included in selling, general and

administrative expenses on the condensed consolidated statements of operations. On September 19, 2025, the

Company entered into a stock purchase agreement to acquire 50.1% of the common stock of Morey, increasing the

Company’s ownership interest from 49.9% to 100%. The transaction resulted in Morey becoming a wholly-owned

subsidiary of the Company.

Transactions with Entities Owned or Controlled by the Founders

The Company periodically enters into transactions with entities that are either owned or controlled by the

Company’s Chief Executive Officer or President (the “Founders”).

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Revenues

The Company recognized the following revenues from transactions with entities owned or controlled by the

Founders:

•The Company recognized approximately $0.2 million for the three and six months ended June 30, 2026,

respectively, of equipment rental and related services revenues. The Company recognized equipment rental

and related services revenue of approximately $0.1 million and approximately $1 million during the three

and six months ended June 30, 2025, respectively.

•During the three and six months ended June 30, 2025, the Company recognized equipment sales revenue of

$11 million and $113 million, respectively. A portion of the equipment sales for the three and six months

ended June 30, 2025, were agent OEM transactions and the related cost of the equipment sold of zero and

$42 million, respectively, is presented net of the associated equipment sales revenues for these periods on

the condensed consolidated statements of operations. The equipment sold was subsequently listed on the

Company’s marketplace under the OWN Program. There were no such transactions during the three and six

months ended June 30, 2026.

•The Company recognized equipment parts and supplies revenue of $0.1 million during the three and six

months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company recorded

equipment parts and supplies revenue of $0.9 million and $3 million, respectively.

•The Company recognized T3 telematics services revenue of less than $0.1 million during the three and six

months ended June 30, 2026, relating to equipment enrolled under the OWN Program. During the three and

six months ended June 30, 2025, the Company recorded T3 telematics services revenue of approximately

$1 million and $1 million respectively, relating to equipment enrolled under the OWN Program.

•During the three and six months ended June 30, 2026, the Company recognized $0.3 million and $0.4

million, respectively, and during the three and six months ended June 30, 2025, the Company recognized

$0.3 million and $0.3 million, respectively, in sales of building materials and hardware supplies to the

Founders, which are included in other platform revenues on the condensed consolidated statements of

operations.

OWN Program payouts

OWN Program payouts to entities owned or controlled by the Founders were $0.5 million and $0.8 million for

the three and six months ended June 30, 2026, respectively, and $17 million and $29 million for the three and six

months ended June 30, 2025, respectively. These amounts are included in cost of revenues on the condensed

consolidated statements of operations.

At June 30, 2026, there was approximately $0.1 million included in accrued expenses for amounts due under the

OWN Program to entities owned or controlled by the Founders. At December 31, 2025, no amounts were included

in accrued expenses for amounts due under the OWN Program to entities owned or controlled by the Founders.

Assignment of property site purchase rights and construction developer fees

For the three and six months ended June 30, 2026, the Company recognized $0.7 million and approximately $2

million, respectively, of other miscellaneous income for the assignment of new property site purchase rights and

related transaction services, and for the three and six months ended June 30, 2025, the Company recognized $0.6

million and $1 million, respectively. These amounts are included in other income, net on the condensed consolidated

statements of operations.

For the three and six months ended June 30, 2026, the Company recognized approximately $3 million and $5

million, respectively, for construction developer fees and interest provided to entities owned or controlled by the

Founders. These amounts are included in other income, net on the condensed consolidated statements of operations,

and for the three and six months ended June 30, 2025, the Company recognized $0.9 million and $2 million,

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

respectively. These amounts are included in other income, net on the condensed consolidated statements of

operations.

Accounts receivable

At June 30, 2026 and December 31, 2025, the Company had receivables due from entities owned or controlled

by the Founders primarily related to property development costs and the transactions described above, in the

amounts of $36 million and $19 million, respectively, which are included in accounts receivable on the condensed

consolidated balance sheets.

Leases

The Company leases or has leased certain properties, facilities, vehicles, and aircraft for its operations under

various lease arrangements with entities owned or controlled by the Founders. Lease expenses associated with

various operating lease arrangements with entities owned or controlled by the Founders were $0.3 million and $0.7

million for the three and six months ended June 30, 2026, respectively, and were $1 million and $3 million for the

three and six months ended June 30, 2025, respectively, which are included in direct operating costs or selling,

general and administrative expenses on the condensed consolidated statements of operations. At June 30, 2026, the

Company had operating lease right of use assets and operating lease liabilities under lease arrangements with entities

owned or controlled by the Founders of $9 million and $9 million, respectively. At December 31, 2025, the

Company had operating lease right of use assets and operating lease liabilities under lease arrangements with entities

owned or controlled by the Founders of $6 million and $6 million, respectively.

The Company recognized variable lease expense, short-term rental expense, and other miscellaneous expenses,

which are included in direct operating costs or selling, general and administrative expenses on the condensed

consolidated statements of operations, of $0.8 million and $2 million for the three and six months ended June 30,

2026, respectively, and $0.9 million and $1 million for the three and six months ended June 30, 2025, respectively,

primarily relating to certain leases and short-term rentals from entities owned or controlled by the Founders.

During the three and six months ended June 30, 2026, the Company made payments of $0.8 million and $2

million under property finance lease arrangements with entities owned or controlled by the Founders, respectively.

During the three and six months ended June 30, 2025, the Company made payments of less than $0.1 million and

$0.7 million under property finance lease arrangements with entities owned or controlled by the Founders,

respectively. At June 30, 2026 and December 31, 2025, the Company had finance lease liabilities under finance

lease arrangements with entities owned or controlled by the Founders of $31 million and $29 million, respectively.

Purchases of rental equipment, parts, supplies and other

During the three and six months ended June 30, 2025, the Company purchased $21 million and $22 million,

respectively, of equipment previously enrolled in the OWN Program from entities owned or controlled by the

Founders. The equipment purchased was added to the Company’s rental fleet, and is included in rental equipment,

net, on the condensed consolidated balance sheets. During the three and six months ended June 30, 2026, there were

no purchases of equipment previously enrolled in the OWN Program from entities owned or controlled by the

Founders.

The Company also purchased containers and vehicles for approximately $5 million during the three and six

months ended June 30, 2025, respectively, and other miscellaneous equipment, parts and supplies for $0.2 million,

during the three and six months ended June 30, 2025, respectively, from an entity owned or controlled by the

Founders. The containers and vehicles purchased were added to the Company’s rental equipment and are included in

rental equipment, net on the consolidated balance sheets.

Purchases of property and other fixed assets

During the three and six months ended June 30, 2026, there were less than $0.1 million construction services

provided to the Company by entities owned or controlled by the Founders. During the three and six months ended

June 30, 2025, entities owned or controlled by the Founders provided construction services to the Company in the

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

amounts of less than $0.1 million and $1 million, respectively, which were capitalized to property and other fixed

assets.

Accounts payable

At June 30, 2026 and December 31 2025, amounts due to entities owned or controlled by the Founders were

$0.2 million and $0.1 million, respectively, which are included in accounts payable on the condensed consolidated

balance sheets.

Cash equivalents

During the six months ended June 30, 2025, the Company deposited $5 million into a money market account at

a financial institution in which the Founders have an ownership interest. As of June 30, 2026 and December 31,

2025, the Company had an aggregate of $21 million on deposit in a money market account with this financial

institution, which is included in cash and cash equivalents on the condensed consolidated balance sheets.

For the three and six months ended June 30, 2026, the funds on deposit earned interest income of $0.2 million

and $0.4 million, respectively, and for the three and six months ended June 30, 2025 the funds on deposit earned

interest income of $0.1 million and $0.2 million, respectively, which is included in other income, net on the

condensed consolidated statements of operations.

The Company does not provide any financial support or guarantee any debt of the related party entities involved

in the transactions described above.

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

15.FAIR VALUE MEASUREMENTS AND OTHER

The fair value measurements relating to cash equivalents and short-term investments (included in other current

assets) are categorized in the fair value hierarchy as follows (in millions):


	June 30, 2026
	Level 1	Level 2	Level 3	Total
Cash equivalents ..........................................................	$45	$–	$–	$45
Short-term investments:
Mutual funds ...........................................................	6	–	–	6
Equity securities .....................................................	36	3	–	39
Common stocks ......................................................	5	–	–	5
Corporate bonds ......................................................	–	11	–	11
U.S. government bonds ..........................................	25	1	–	26
Real estate investment trust ....................................	–	1	–	1
Total .............................................................................	$117	$16	$–	$133


	December 31, 2025
	Level 1	Level 2	Level 3	Total
Cash equivalents ..........................................................	$62	$–	$–	$62
Short-term investments:
Mutual funds ...........................................................	5	–	–	5
Equity securities .....................................................	30	2	–	32
Common stocks ......................................................	5	–	–	5
Corporate bonds ......................................................	–	9	–	9
U.S. government bonds ..........................................	25	1	–	26
Real estate investment trust ....................................	–	1	–	1
Total .............................................................................	$127	$13	$–	$140

The carrying amounts presented on the condensed consolidated balance sheets for accounts receivable, accounts

payable, and other liabilities approximate their fair values due to the short-term maturity of these financial

instruments.

The fair values of long-term debt, excluding the Company’s senior secured second lien notes, approximate their

book values as of June 30, 2026 and December 31, 2025. The aggregate fair value of the Company’s senior secured

second lien notes which are categorized in Level 2 of the fair value hierarchy, is estimated based on observable

inputs other than quoted prices in active markets and approximated $2,195 million and $2,237 million as of June 30,

2026 and December 31, 2025, respectively.

Investments in equity securities in which the Company does not have significant influence of $32 million and

$29 million as of June 30, 2026 and December 31, 2025, respectively, are carried at cost under the measurement

alternative for equity investments that do not have readily determinable fair values. Investments in equity securities

in which the Company has significant influence, but not control, of $31 million and $30 million as of June 30, 2026

and December 31, 2025, respectively, are carried under the equity method. These amounts are reported as

Investments in non-consolidated affiliates on the accompanying condensed consolidated balance sheets.

The Company recognized $6 million and $7 million of realized and unrealized gains on short-term investments

and investments in non-consolidated affiliates during the three and six months ended June 30, 2026, respectively,

and the Company recognized $4 million and $5 million of realized and unrealized gains on short-term investments

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

and investments in non-consolidated affiliates during the three and six months ended June 30, 2025, respectively,

which are included in other income, net on the condensed consolidated statements of operations.

The Company recognized $1 million and $3 million of interest income from interest bearing cash and money

market accounts during the three and six months ended June 30, 2026, respectively, and $1 million and $3 million

during the three and six months ended June 30, 2025, respectively, which are included in other income, net on the

condensed consolidated statements of operations.

16.ACQUISITIONS

The Company accounts for business combinations using the acquisition method as defined in FASB ASC

Topic 805, Business Combinations. Management uses its best estimates and assumptions to value the assets acquired

and liabilities assumed at the acquisition date. Such estimates are inherently uncertain and may be subject to

refinement. As a result, during the measurement period of up to one year from the acquisition date, the Company

may record adjustments to the acquisition accounting, to the extent new information becomes available.

Building Materials and Hardware Retail Stores

During the six months ended June 30, 2026, the Company, through its wholly owned subsidiaries, entered into

four separate purchase agreements to acquire substantially all of the business operations of six building supplies,

lumber, and hardware retail stores for an aggregate purchase price of $4 million, of which $3 million has been paid

as of June 30, 2026. The purchase price was preliminarily allocated to the estimated fair value of receivables,

inventories, and other assets and liabilities acquired as of their respective acquisition dates of $4 million. No

goodwill resulted from these transactions. Assuming the acquisition of these businesses were consummated as of

January 1, 2025, the pro forma effect on revenue and earnings are not material to the condensed consolidated

financial statements.

Carbide Tooling and Industrial Supply, Inc.

On January 21, 2026, the Company entered into purchase agreements to acquire substantially all of the assets

and business operations of an industrial supplier business known as Carbide Tooling and Industrial Supply, located

in Waller, Texas, for an aggregate purchase price of $6 million. Approximately $5 million of the purchase price was

preliminarily allocated to the estimated fair value of receivables, inventories, fixed assets, and other assets and

liabilities acquired, while the remainder of $1 million was recorded to goodwill. The goodwill relating to this

acquisition is expected to be deductible for income tax purposes over a fifteen year period. Assuming the acquisition

of the business had occurred as of January 1, 2025, the pro forma effect on revenue and earnings would not have

been material to the condensed consolidated financial statements.

17.COMMITMENTS AND CONTINGENCIES

From time to time, the Company is involved in various claims and legal actions. These matters include, but are

not limited to, claims arising from the operation of rented equipment, workers' compensation claims, and alleged

breaches of obligations of certain employees to former employers. Management believes that such claims and legal

actions taken against the Company are without merit and the Company intends to vigorously defend itself in these

cases. Management is of the opinion that the ultimate resolution of any ongoing litigation and related matters,

individually or in the aggregate, will not have a material adverse effect on the Company’s condensed consolidated

financial position, results of operations, or cash flows.

On July 23, 2026, a putative securities class action was filed in the U.S. District Court for the Southern District

of New York against the Company, certain of its current and former officers and directors, and the underwriters of

the Company's IPO. The complaint asserts claims under Sections 11 and 15 of the Securities Act and Sections 10(b)

and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The complaint generally alleges that certain

of the Company's public disclosures, including disclosures contained in the registration statement for the Company's

IPO and subsequent public statements, were materially false or misleading or omitted material information

concerning certain related-party transactions and related matters. The complaint seeks, among other relief,

compensatory damages, interest, attorneys' fees and costs, and other unspecified relief. The Company believes these

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

claims are without merit and intends to defend against the action vigorously. This litigation is in its preliminary

stages, and no defendant has yet filed a responsive pleading. Because the matter is at an early stage, the Company

cannot reasonably estimate a possible loss or range of loss, if any, associated with this proceeding.

18.SEGMENT INFORMATION

The Company has two reportable segments: (1) Equipment Rental and Services Operations, and (2) Equipment

Sales. Equipment Rental and Services Operations are comprised of recurring activity performed at the Company's

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. Equipment Sales are comprised of sales by the Company of new or used

equipment made at any of the Company's branch locations and dealership sites, including equipment sales to

participants in the OWN Program. All other business activities, which 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, are included in “All Other.” The Company generates all of its revenue in

the U.S. and all long-lived assets are located in the U.S.

These segments are based upon revenue streams and how the chief operating decision maker (“CODM”) of the

Company allocates resources and assesses performance. The Company’s Chief Executive Officer is the CODM. The

CODM uses Segment Adjusted EBITDA to make resource allocation decisions and to assess the performance of

these segments. The CODM uses Segment Adjusted EBITDA to evaluate segment performance without regard to

potential distortions and to assess period-over-period growth. Excluding OWN Program payouts and equipment

operating lease expense from Equipment Rental and Services Operations Segment Adjusted EBITDA provides the

CODM with a more meaningful metric to compare operating performance to industry peers who do not source their

equipment fleet through lease arrangements. The most significant decisions made by the CODM relate to site

expansion, capital deployment, and employee hiring, among other things.

Significant expenses regularly provided to the CODM and reported in Segment Adjusted EBITDA include

segment cost of revenues and segment selling, general, and administrative expenses. Segment cost of revenues for

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

vehicle operating lease expense. Segment cost of revenues for the Equipment Sales segment includes the cost of

equipment sales. Segment cost of revenues for All Other business 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. Segment selling, general and administrative

expenses exclude depreciation expense related to the Company’s property and other fixed assets, and during the first

quarter of 2026, on a prospective basis, segment selling, general and administrative expenses exclude stock-based

compensation expense, following a change in the information regularly reviewed by the CODM. There are no other

significant segment expenses.

The accounting policies of the reportable segments are consistent with those described in Note 2. Summary of

Significant Accounting Policies in the Company’s Audited Consolidated Financial Statements as of and for the year

ended December 31, 2025. Certain corporate selling, general and administrative expenses, including corporate

employee compensation, technology costs, professional service fees, and insurance expenses are deemed to be of an

operating nature and are allocated to each segment based primarily on segment employee headcount. There were no

sales or transactions between segments for any of the periods presented. The Company retains various unattributed

assets at the general corporate level, which the Company refers to as “Shared Resources” in the table below. Assets

identified as Shared Resources primarily consist of cash, investments, property and other fixed assets and property

right of use assets. All other costs and assets are directly attributable to the segments. The Company does not

compile discrete financial information for segments other than the information presented below.

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

The following table presents information about reportable segments (in millions):


	Three Months Ended June 30, 2026
	Equipment Rental
	and Services	Equipment
	Operations	Sales	All Other	Total
Equipment rental, parts, supplies and services ...............	$903	$–	$–	$903
Equipment sales .............................................................	–	483	–	483
Telematics ......................................................................	5	–	29	34
Sales of building materials, small tools, and hardware supplies .......................................................................	–	–	29	29
Total revenues ................................................................	$908	$483	$58	$1,449
Significant expenses:
Segment cost of revenues .........................................	271	394	35
Segment selling, general and administrative expenses .................................................................	248	7	22
Segment Adjusted EBITDA ........................................	$389	$82	$1	$472


	Three Months Ended June 30, 2025
	Equipment Rental
	and Services	Equipment
	Operations	Sales	All Other	Total
Equipment rental, parts, supplies and services ...............	$647	$–	$–	$647
Equipment sales .............................................................	–	478	–	478
Telematics ......................................................................	4	–	6	10
Sales of building materials, small tools, and hardware supplies .......................................................................	–	–	12	12
Total revenues ................................................................	$651	$478	$18	$1,147
Significant expenses:
Segment cost of revenues .........................................	175	411	11
Segment selling, general and administrative expenses .................................................................	201	7	12
Segment Adjusted EBITDA ........................................	$275	$60	$(5)	$330

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited


	Six Months Ended June 30, 2026
	Equipment Rental
	and Services	Equipment
	Operations	Sales	All Other	Total
Equipment rental, parts, supplies and services ...............	$1,663	$–	$–	$1,663
Equipment sales .............................................................	–	661	–	661
Telematics ......................................................................	9	–	56	65
Sales of building materials, small tools, and hardware supplies .......................................................................	–	–	48	48
Total revenues ................................................................	$1,672	$661	$104	$2,437
Significant expenses:
Segment cost of revenues .........................................	486	540	63
Segment selling, general and administrative expenses .................................................................	473	14	43
Segment Adjusted EBITDA ........................................	$713	$107	$(2)	$818


	Six Months Ended June 30, 2025
	Equipment Rental
	and Services	Equipment
	Operations	Sales	All Other	Total
Equipment rental, parts, supplies and services ...............	$1,200	$–	$–	$1,200
Equipment sales .............................................................	–	624	–	624
Telematics ......................................................................	7	–	13	20
Sales of building materials, small tools, and hardware supplies .......................................................................	–	–	20	20
Total revenues ................................................................	$1,207	$624	$33	$1,864
Significant expenses:
Segment cost of revenues .........................................	341	524	19
Segment selling, general and administrative expenses .................................................................	383	14	23
Segment Adjusted EBITDA ........................................	$483	$86	$(9)	$560

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

The following table reconciles total Segment Adjusted EBITDA to income before income taxes (in millions):


	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
Segment Adjusted EBITDA ................................	$472	$330	$818	$560
Equipment operating lease expense ....................	(6)	(6)	(12)	(12)
OWN Program payouts .......................................	(234)	(173)	(451)	(328)
Depreciation expense on rental equipment .........	(91)	(72)	(173)	(139)
Depreciation expense on property and other fixed assets ......................................................	(14)	(10)	(27)	(19)
Amortization expense on capitalized software and intangible assets ........................................	(8)	(5)	(16)	(9)
Stock-based compensation expense ....................	(25)	–	(45)	–
Interest expense ...................................................	(73)	(69)	(143)	(131)
Other income, net ................................................	12	8	20	14
Income (loss) before income taxes ......................	$33	$3	$(29)	$(64)

The following table presents information about identified assets by reportable segment (in millions):


	June 30, 2026	December 31, 2025
Segment identified assets:
Equipment Rental and Service Operations .....................................	$4,742	$3,948
Equipment Sales ..............................................................................	178	160
All Other .........................................................................................	307	274
Shared Resources ............................................................................	1,884	1,605
Total assets ......................................................................................	$7,111	$5,987

The following table presents information about cash flows from investing activities by reportable segment (in

millions):


	June 30, 2026		June 30, 2025
	Equipment		Equipment
	Rental and		Rental and
	Services	Equipment	Services	Equipment
	Operations	Sales	Operations	Sales
Cash flows from investing activities:
Purchases of rental equipment ................	$(1,017)	$–	$(799)	$–
Proceeds from sale of rental equipment ..	–	483	–	500

19.EARNINGS PER SHARE

Basic earnings per share is calculated using the two-class method as the Company’s convertible preferred stock

is considered a participating security because these shares participate in dividends on an as-converted basis with

common stock, and for the three and six months ended June 30, 2026, the Company has two classes of common

stock, which are referred to as Class A common stock and Class B common stock. On January 26, 2026, concurrent

with the IPO, all outstanding shares of the Company’s convertible preferred stock were converted into Class A

common stock and all shares of Class A common stock then held by the Founders were exchanged into an

equivalent number of shares of Class B common stock. Income and losses are shared pro-rata between the two

classes of common stock. The two-class method requires an allocation of earnings to all classes of common stock

and participating securities. Basic earnings per share is calculated by dividing net income (loss) attributable to

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

common shareholders by the weighted average number of common shares outstanding for the period. The

participating securities are not required to participate in the losses of the Company and, therefore, during periods of

loss there is no allocation required under the two-class method between common and participating securities. The

Company calculated diluted earnings per share using the more dilutive of either the two-class, if-converted method

or the treasury stock method. For the three months ended June 30, 2026, the treasury stock method diluted earnings

per share yielded Class A common stock $0.06 per share and Class B common stock $0.07 per share. For the three

months ended June 30, 2025, the treasury stock method diluted earnings per share of common stock yielded $0.06

per share. For the periods presented the two-class, if-converted method and the treasury stock method yielded the

same result. Diluted earnings per common share is computed by dividing net (loss) income attributable to common

shareholders by the weighted average number of common shares plus the effect of dilutive potential common shares

outstanding during the period.

The following tables set forth the computation of basic and diluted earnings per common share (in millions):


	Three Months Ended June 30,
	2026		2025
	Class A	Class B	Common Stock
Basic earnings per common share:
Allocation of net income ..................................................................	$16	$3	$16
Less: Deemed dividends on perpetual preferred stock ....................	(3)	—	(3)
Net income attributable to common shareholders ...........................	13	3	13
Weighted average common shares outstanding - Basic ...................	215	38	78
Basic earnings per common share ...................................................	$0.07	$0.07	$0.17

	Three Months Ended June 30,
	2026		2025
	Class A	Class B	Common Stock
Diluted earnings per common share:
Allocation of net income ..................................................................	$16	$3	$16
Less: Deemed dividends on perpetual preferred stock ....................	(3)	—	(3)
Net income attributable to common shareholders ...........................	13	3	13
Weighted average common shares outstanding - Diluted................	222	38	226
Diluted earnings per common share ................................................	$0.06	$0.07	$0.06

Figures in the tables may not recalculate exactly due to rounding. Basic and diluted earnings per share are

calculated based on unrounded numbers.

For the three months ended June 30, 2026, 6,485,862 shares related to the IPO Founders Awards were excluded

from the calculation of diluted earnings per share, as a result of their anti-dilutive effect. For the three months ended

June 30, 2025, 1,061,506 employee stock options were excluded from the calculation of diluted earnings per share,

as a result of their anti-dilutive effect.

EQUIPMENTSHARE.COM INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited


	Six Months Ended June 30,
	2026		2025
	Class A	Class B	Common Stock
Basic and diluted earnings per common share:
Allocation of net loss .......................................................................	$(9)	$(1)	$(32)
Less: Deemed dividends on perpetual preferred stock ....................	(13)	(2)	(15)
Net loss attributable to common shareholders .................................	(22)	(3)	(47)
Weighted average common shares outstanding - basic and diluted	196	32	78
Basic and diluted loss per common share ........................................	$(0.11)	$(0.11)	$(0.60)

Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are

calculated based on unrounded numbers.

For the six months ended June 30, 2026 and 2025, 6,983,666 and 5,609,262 employee stock options,

respectively, were excluded from the calculation of diluted earnings per share, as a result of their anti-dilutive effect.

In addition, convertible preferred shares of 51,445,535 and 141,989,676, which are considered participating

securities, were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2026

and 2025, respectively, as a result of their anti-dilutive effect. IPO Founders Awards of 5,916,927 were excluded

from the calculation of diluted earnings per share for the six months ended June 30, 2026, as a result of their anti-

dilutive effect. For the six months ended June 30, 2026, 787 RSUs were excluded from the calculation of diluted

earnings per share, as a result of their anti-dilutive effect.

20.SUBSEQUENT EVENTS

Senior Secured Second Lien Notes due 2034

On July 1, 2026, the Company issued $1,350,000,000 in aggregate principal amount of 7.125% Senior Secured

Second Lien Notes due 2034 (the “2034 Notes”). The 2034 Notes were issued pursuant to the indenture, dated as of

July 1, 2026, between the Company and Citibank, N.A., as trustee and notes collateral agent. The 2034 Notes bear

interest at a rate of 7.125% per year and interest is payable semi-annually in arrears on July 1 and January 1 of each

year. The 2034 Notes will mature on July 1, 2034. The 2034 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,

the Company’s 2028 Notes, 2032 Notes and 2033 Notes. These notes had no original issue discounts and the

Company incurred $11 million in underwriting expenses and other issuance costs. Net proceeds from the issuance of

the 2034 Notes was $1,339 million. The Company used the gross proceeds from this offering (i) to repay its

revolving credit facility under the ABL Credit Facility, (ii) to pay fees and expenses in connection with the

foregoing, and (iii) for general corporate purposes.

Share Repurchase Program

On July 9, 2026, the Board approved a share repurchase program with authorization to purchase up to an

aggregate of $500 million of the Company’s Class A common stock with an expiration date of December 31, 2028.

Repurchases under the program may be made from time to time in the open market at prevailing market prices,

in privately negotiated transactions, in block trades and through other legally permissible means, with the amount

and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and

corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal

securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The

Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this

authorization. This program does not obligate the Company to acquire any particular amount of Class A common

stock and may be modified, suspended or terminated at any time at the discretion of the Board.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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

June 30, 2026, we operated 391 full-service branch locations, 9 standalone dealership sites, and 30 building

materials and hardware retail stores across 45 states, with a diversified managed fleet portfolio of more than 280,000

pieces of equipment and approximately 394,000 trackers operating on our T3 platform. As of June 30, 2026, we had

9,203 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 June 30, 2026, 189,961

pieces of equipment were owned by us; 963 pieces of equipment were leased by us as a lessee under operating lease

arrangements with third parties such as OEMs and financial institutions; and 89,775 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.

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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, we have organized for these investors sales of large packages of

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

not reflect underlying trends and fluctuations in our operating results and make 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 $1,147 million for the three months ended June 30, 2025 to $1,449 million for the

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three months ended June 30, 2026, or at a growth rate of 26.3%, and $1,864 million for the six months ended

June 30, 2025 to $2,437 million for the six months ended June 30, 2026, or at a growth rate of 31%.

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

rental branch locations from 324 as of June 30, 2025 to 391 as of June 30, 2026, an increase of 67 new full-service

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

branch locations, we incurred $109 million and $116 million of new market start-up costs during the six months

ended June 30, 2026 and 2025, respectively.

We correspondingly increased our fleet size from 218,035 units of equipment under management as of

June 30, 2025 to 280,699 as of June 30, 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 rented to our customers, from $7,360 million as of

June 30, 2025 to $9,851 million as of June 30, 2026, or an increase of 34%.

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 our customers. 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.

Participants in the OWN Program include institutional investors and ABS entities, family offices, high net

worth individuals, and other third parties. Since 2024, OEC under management increased by $3.7 billion due to

growth of the OWN Program. Institutional investors and ABS entities, family offices, and high net worth individuals

represented 45%, 29%, and 26%, respectively, of the increase in OEC under management. OWN Program

transactions provide an attractive cost of capital. For the six months ended June 30, 2026, we estimate that OWN

Program transactions represented a cost of capital of approximately 7.0%, as compared to our 7.2% weighted

average cost of debt for the same time period.

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.

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 incurring additional debt. 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 $234 million and $173 million for the three

months ended June 30, 2026 and 2025, respectively, $451 million and $328 million for the six months ended

June 30, 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 our management increased $2,491 million, or 34%, from

$7,360 million as of June 30, 2025 to $9,851 million as of June 30, 2026. The total equipment rental fleet OEC

enrolled in the OWN Program grew by $1,627 million, or 42%, Company-owned equipment rental fleet OEC grew

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by $929 million, or 28%, and the equipment rental fleet OEC under operating leases decreased by $65 million

during the same period. During the six months ended June 30, 2026, OWN Program payouts increased 38%

compared to the six months ended June 30, 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.

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

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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.

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 and 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.

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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.

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 start-up costs are classified within

selling, general and administrative expenses.

Other Income (Expense)

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, gain on sale of properties and other assets, and

other miscellaneous income.

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Results of Operations

Three Months Ended June 30, 2026 Compared with Three Months Ended June 30, 2025


	Three Months Ended June 30,
	2026	2025	$ Change	% Change
	($ in millions)
Revenues
Equipment rental and related services ................	$815	$577	$238	41%
Equipment sales ..................................................	483	478	5	1%
Equipment parts and supplies and services .........	88	70	18	26%
Platform revenue:
Telematics ......................................................	34	10	24	240%
Other ...............................................................	29	12	17	142%
Total revenue ....................................................	1,449	1,147	302	26%
Cost of revenues
Direct operating costs ..........................................	277	181	96	53%
OWN Program payouts .......................................	234	173	61	35%
Equipment sales cost of revenues .......................	394	411	(17)	(4)%
Platform expense .................................................	35	11	24	218%
Depreciation and amortization ............................	98	78	20	26%
Total cost of revenues ......................................	1,038	854	184	22%
Gross profit .......................................................	411	293	118	40%
Selling, general and administrative expenses .....	317	229	88	38%
Operating income ..............................................	94	64	30	47%
Other income (expense):
Interest expense ...................................................	(73)	(69)	(4)	6%
Other income, net ................................................	12	8	4	50%
Total other expense, net ...................................	(61)	(61)	—	—%
Income before income taxes ...............................	33	3	30	1000%
Provision for (benefit from) income taxes ..........	14	(13)	27	(208)%
Net income .........................................................	$19	$16	$3	19%

Total revenue. Our revenue was $1,449 million for the three months ended June 30, 2026, compared to $1,147

million for the three months ended June 30, 2025, an increase of $302 million, or 26%. Our four sources of revenues

over the period are further discussed below:

Equipment rental and related services. Equipment rental and related services revenue accounted for 56% of our

revenue for the three months ended June 30, 2026, compared to 50% of our revenue for the three months ended

June 30, 2025. Our equipment rental revenue and related services was $815 million for the three months ended

June 30, 2026, compared to $577 million for the three months ended June 30, 2025, an increase of $238 million, or

41%. Approximately $196 million of the increase in equipment rental and related services revenue is driven by an

increase in construction demand in the U.S., our strategy to increase our geographical presence, and value afforded

to our customers from our T3 platform. Accordingly, we increased the number of our full-service equipment rental

branch locations from 324 as of June 30, 2025 to 391 as of June 30, 2026. In addition, we grew our fleet OEC under

management from $7,360 million as of June 30, 2025 to $9,851 million as of June 30, 2026, and increased the size

of our fleet from 218,035 units to 280,699 units of equipment under management as of June 30, 2025 and 2026,

respectively. Changes in the mix of equipment rented and price changes increased equipment rental and related

services revenue by $42 million.

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Equipment sales. Equipment sales revenue accounted for 33% of our revenue for the three months ended

June 30, 2026, compared to 42% of our revenue for the three months ended June 30, 2025. Equipment sales revenue

was $483 million for the three months ended June 30, 2026, compared to $478 million for the three months ended

June 30, 2025, an increase of $5 million, or 1%. The change was primarily due to our disciplined and selective

equipment sales into the OWN Program, resulting in an increase of $11 million in sales of construction equipment to

existing and new participants in our OWN Program, partially offset by a decrease of $6 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 and supplies and services. Equipment parts and supplies and services revenue accounted for

6% of our revenue for the three months ended June 30, 2026, compared to 6% for the three months ended June 30,

2025. Equipment parts and supplies and services revenue was $88 million for the three months ended June 30, 2026,

compared to $70 million for the three months ended June 30, 2025, an increase of $18 million, or 26%. 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 324 locations as of June 30, 2025 to 391 locations as of June 30,

2026. Equipment parts and supplies and services revenue increased $13 million from mature branch locations

primarily attributed to the expansion of our product and service offering in mature branch locations, and $5 million

from new branch locations open less than 24 months as a result of the addition of 67 full-service branch locations.

Platform revenue. Platform revenue accounted for 4% of our revenue for the three months ended June 30, 2026,

compared to 2% of our revenue for the three months ended June 30, 2025. Platform revenue from telematics was

$34 million for the three months ended June 30, 2026, compared to $10 million for the three months ended June 30,

2025, an increase of $24 million or 240%. This increase was primarily due to 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

$29 million for the three months ended June 30, 2026, compared to $12 million for the three months ended June 30,

2025, an increase of $17 million primarily attributable to the addition of 14 building materials and hardware retail

stores.

Cost of revenues. Cost of revenues was $1,038 million for the three months ended June 30, 2026, compared to

$854 million for the three months ended June 30, 2025, an increase of $184 million, or 22%. Our sources of cost of

revenues over the period are further discussed below:

Direct operating costs. Direct operating costs were $277 million for the three months ended June 30, 2026,

compared to $181 million for the three months ended June 30, 2025, an increase of $96 million, or 53%. The

increase in direct operating costs is primarily due to the expansion of our footprint through the addition of 67 full-

service branch locations, which increased from 324 locations as of June 30, 2025 to 391 locations as of June 30,

2026. The additional operating locations drove increases in wages and related benefits of $20 million, and logistics,

maintenance, and other site operating costs of $76 million.

OWN Program payouts. OWN Program payouts were $234 million for the three months ended June 30, 2026

compared to $173 million for the three months ended June 30, 2025, an increase of $61 million, or 35%.

Approximately $69 million of the increase is attributed to the growth of the average fleet OEC under management

enrolled in the OWN Program, which grew from $3,732 million in 2025 to $5,238 million in 2026, or 40%. Changes

in demand for specific types of rental equipment and the mix of equipment rented partially offset the increase in

OWN program payouts by $8 million.

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Equipment sales cost of revenues. Equipment sales cost of revenues was $394 million for the three months

ended June 30, 2026, compared to $411 million for the three months ended June 30, 2025, a decrease of $17 million,

or 4%. This decrease was primarily due to a $14 million reduction in equipment sales cost of revenues associated

with sales to existing and new participants in the OWN Program and a $3 million decrease in equipment sales cost

of revenues resulting from lower equipment sales to contractors and other end users.

Platform expense. Platform expense was $35 million for the three months ended June 30, 2026, compared to

$11 million for the three months ended June 30, 2025, an increase of $24 million or 218%. This increase was

primarily attributed to the addition of 14 hardware retail stores and the acquisition of Morey in September 2025.

Depreciation and amortization. Depreciation and amortization accounted for 9% of our cost of revenues for the

three months ended June 30, 2026, compared to 9% of our cost of revenues for the three months ended June 30,

2025. Depreciation and amortization was $98 million for the three months ended June 30, 2026, compared to $78

million for the three months ended June 30, 2025, an increase of $20 million, or 26%. 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 $2 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 $317 million

for the three months ended June 30, 2026, compared to $229 million for the three months ended June 30, 2025, an

increase of $88 million, or 38%. 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

592 additional staff resulting in an increase of $33 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 $3 million and other miscellaneous administrative expenses by $17

million. Additionally, increased stock-based compensation expense of $24 million was recorded primarily for the

IPO Founders Awards for the three months ended June 30, 2026.

Interest expense. Interest expense was $73 million for the three months ended June 30, 2026, compared to $69

million for the three months ended June 30, 2025, an increase of $4 million, or 6%. 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 $61 million for the three months ended June 30, 2026,

compared to $61 million for the three months ended June 30, 2025. The increase in interest expense of $4 million for

the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was the result of our

higher average outstanding borrowing for the three months ended June 30, 2026, offset by higher miscellaneous

income of $4 million due to interest and dividend income and unrealized net gains, on various investments held in

equity securities.

Provision for (benefit from) income taxes. The provision for income taxes was $14 million for the three months

ended June 30, 2026, compared to a benefit from income taxes of $13 million for the three months ended June 30,

2025, an increase in income tax expense of $27 million, or (208)%. The change in income tax expense is primarily

due to an increase in operating income to $94 million for the three months ended June 30, 2026, as compared to

operating income of $64 million for the three months ended June 30, 2025, applying the estimated annual effective

tax rate for each period that reflects the expected full-year income and related tax expense. Differences between

applicable federal and state statutory tax rates and the effective income tax rates for the income tax benefit recorded

by us are primarily due to nondeductible expenses and the Texas franchise tax, offset by research and development

tax credits.

Net Income. Net income increased by $3 million to $19 million for the three months ended June 30, 2026, as

compared to net income of $16 million for the three months ended June 30, 2025, due to $30 million of higher

operating income, partially offset by $27 million of higher income tax provision.

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Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025


	Six Months Ended June 30,
	2026	2025	$ Change	% Change
	($ in millions)
Revenues
Equipment rental and related services ................	$1,498	$1,072	$426	40%
Equipment sales ..................................................	661	624	37	6%
Equipment parts and supplies and services .........	165	128	37	29%
Platform revenue:
Telematics ......................................................	65	20	45	225%
Other ...............................................................	48	20	28	140%
Total revenue ....................................................	2,437	1,864	573	31%
Cost of revenues
Direct operating costs ..........................................	498	353	145	41%
OWN Program payouts .......................................	451	328	123	38%
Equipment sales cost of revenues .......................	540	524	16	3%
Platform expense .................................................	63	19	44	232%
Depreciation and amortization ............................	188	148	40	27%
Total cost of revenues ......................................	1,740	1,372	368	27%
Gross profit .......................................................	697	492	205	42%
Selling, general and administrative expenses .....	603	439	164	37%
Operating income ..............................................	94	53	41	77%
Other income (expense):
Interest expense ...................................................	(143)	(131)	(12)	9%
Other income, net ................................................	20	14	6	43%
Total other expense, net ...................................	(123)	(117)	(6)	5%
Loss before income taxes ....................................	(29)	(64)	35	(55)%
Provision for (benefit from) income taxes ..........	(19)	(32)	13	(41)%
Net income (loss) .................................................	$(10)	$(32)	$22	(69)%

Total revenue. Our revenue was $2,437 million for the six months ended June 30, 2026, compared to $1,864

million for the six months ended June 30, 2025, an increase of $573 million, or 31%. Our four sources of revenues

over the period are further discussed below:

Equipment rental and related services. Equipment rental and related services revenue accounted for 61% of our

revenue for the six months ended June 30, 2026, compared to 58% of our revenue for the six months ended June 30,

2025. Our equipment rental and related services revenue was $1,498 million for the six months ended June 30, 2026,

compared to $1,072 million for the six months ended June 30, 2025, an increase of $426 million, or 40%.

Approximately $364 million of the increase in equipment rental and related services revenue 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 platform. Accordingly, we increased the number of our full-service equipment rental branch

locations from 324 as of June 30, 2025 to 391 as of June 30, 2026. In addition, we grew our fleet OEC under

management from $7,360 million as of June 30, 2025 to $9,851 million as of June 30, 2026, and increased the size

of our fleet from 218,035 units to 280,699 units of equipment under management as of June 30, 2025 and 2026,

respectively. Changes in the mix of equipment rented and price changes increased equipment rental and related

services revenue by $62 million.

Equipment sales. Equipment sales revenue accounted for 27% of our revenue for the six months ended June 30,

2026, compared to 34% of our revenue for the six months ended June 30, 2025. Equipment sales revenue was $661

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million for the six months ended June 30, 2026, compared to $624 million for the six months ended June 30, 2025,

an increase of $37 million, or 6%. The change was primarily due to an increase of $18 million in sales of

construction equipment to existing and new participants in our OWN Program, including third parties who have

financed equipment purchases through the issuance of ABS, and an increase of $19 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 and supplies and services. Equipment parts and supplies and services revenue accounted for

7% of our revenue for the six months ended June 30, 2026, compared to 7% for the six months ended June 30, 2025.

Equipment parts and supplies and services revenue was $165 million for the six months ended June 30, 2026,

compared to $128 million for the six months ended June 30, 2025, an increase of $37 million, or 29%. 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 324 locations as of June 30, 2025 to 391 locations as of June 30,

2026. Equipment parts and supplies and services revenue increased $17 million from mature branch locations

primarily attributed to the expansion of our product and service offering in mature branch locations, and $20 million

from new branch locations open less than 24 months as a result of the addition of 67 full-service branch locations.

Platform revenue. Platform revenue accounted for 5% of our revenue for the six months ended June 30, 2026,

compared to 2% of our revenue for the six months ended June 30, 2025. Platform revenue from telematics was $65

million for the six months ended June 30, 2026, compared to $20 million for the six months ended June 30, 2025, an

increase of $45 million, or 225%. 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 Morey. Platform revenue from the sale of construction materials, building supplies,

and hardware across our building materials and hardware retail stores was $48 million for the six months ended

June 30, 2026, compared to $20 million for the six months ended June 30, 2025, an increase of $28 million primarily

attributable to the addition of 14 building materials and hardware retail stores.

Cost of revenues. Cost of revenues was $1,740 million for the six months ended June 30, 2026, compared to

$1,372 million for the six months ended June 30, 2025, an increase of $368 million, or 27%.

Direct operating costs. Direct operating costs were $498 million for the six months ended June 30, 2026,

compared to $353 million for the six months ended June 30, 2025, an increase of $145 million, or 41%. The increase

in direct operating costs is primarily due to the expansion of our footprint through the addition of 67 full-service

branch locations, which increased from 324 locations as of June 30, 2025 to 391 locations as of June 30, 2026. The

additional operating locations drove increases in wages and related benefits of $43 million, and logistics,

maintenance, and other site operating costs of $103 million.

OWN Program payouts. OWN Program payouts were $451 million for the six months ended June 30, 2026

compared to $328 million for the six months ended June 30, 2025, an increase of $123 million, or 38%.

Approximately $134 million of the increase is attributed to the growth of the average fleet OEC under management

enrolled in the OWN Program, which grew from $3,631 million in 2025 to $5,109 million in 2026, or 41%. Changes

in demand for specific types of rental equipment and the mix of equipment rented partially offset the increase in

OWN program payouts by $11 million.

Equipment sales cost of revenues. Equipment sales cost of revenues was $540 million for the six months ended

June 30, 2026, compared to $524 million for the six months ended June 30, 2025, an increase of $16 million, or 3%.

This increase was primarily due to an increase of $20 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,

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which increased from 324 as of June 30, 2025 to 391 as of June 30, 2026, partially offset by a decrease of $4 million

in equipment sales cost of revenues for sales to existing and new participants in the OWN Program.

Platform expense. Platform expense was $63 million for the six months ended June 30, 2026, compared to $19

million for the six months ended June 30, 2025, an increase of $44 million or 232%. This increase was primarily

attributed to the addition of 14 hardware retail stores and the acquisition of Morey in September 2025.

Depreciation and amortization. Depreciation and amortization accounted for 11% of our cost of revenues for

the six months ended June 30, 2026, compared to 11% of our cost of revenues for the six months ended June 30,

2025. Depreciation and amortization was $188 million for the six months ended June 30, 2026, compared to $148

million for the six months ended June 30, 2025, an increase of $40 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 $5 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 $603 million

for the six months ended June 30, 2026, compared to $439 million for the six months ended June 30, 2025, an

increase of $164 million, or 37%. 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

592 additional staff resulting in an increase of $60 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 $22 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 $10 million and other miscellaneous administrative expenses by $29

million. Additionally, increased stock-based compensation expense of $43 million was recorded primarily for the

IPO Founders Awards for the six months ended June 30, 2026.

Interest expense. Interest expense was $143 million for the six months ended June 30, 2026, compared to $131

million for the six months ended June 30, 2025, an increase of $12 million, or 9%. 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 $123 million for the six months ended June 30, 2026,

compared to $117 million for the six months ended June 30, 2025, an increase of $6 million, or 5%. This increase

was primarily due to higher interest expense of $12 million for the six months ended June 30, 2026, compared to the

six months ended June 30, 2025, resulting from our higher average outstanding borrowing for the six months ended

June 30, 2026, partially offset by higher miscellaneous income of $6 million due to interest and dividend income and

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

Provision for (benefit from) income taxes. The benefit for income taxes was $19 million for the six months

ended June 30, 2026, compared to $32 million for the six months ended June 30, 2025, a decrease of $13 million, or

41%. The change in the benefit from income taxes is primarily due to an increase in operating income to $94 million

for the six months ended June 30, 2026, as compared to operating income of $53 million for the six months ended

June 30, 2025, applying the estimated annual effective tax rate for each period that reflects the expected full-year

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

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

Texas franchise tax, offset by research and development tax credits.

Net income (loss). Net loss decreased by $22 million to a net loss of $10 million for the six months ended

June 30, 2026, as compared to net loss of $32 million for the six months ended June 30, 2025, due to $41 million of

higher operating income, partially offset by $6 million of higher total other expense, net and $13 million of lower

income tax benefit.

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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:


	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
	(In millions)
Net income (loss) ..............................	$19	$16	$(10)	$(32)
Provision for (benefit from) income taxes ..................................................	14	(13)	(19)	(32)
Depreciation and amortization expense ..............................................	113	88	216	167
Interest expense .................................	73	69	143	131
Non-cash stock compensation expense(1) ...........................................	26	1	45	2
EBITDA ..........................................	$245	$161	$375	$236

__________________

(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 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.

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

Adjusted EBITDA Margin for each of the periods indicated.


	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
	(In millions)
Equipment Rental Segment Adjusted EBITDA(1) ............	$389	$275	$713	$483
Equipment Rental Segment Adjusted EBITDA Margin ..............................	43%	42%	43%	40%

__________________

(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 June 30, 2026 and 2025, respectively, and

$12 million and $12 million for the six months ended June 30, 2026 and 2025, respectively. Depreciation expense related to our property

and other fixed assets was $14 million and $10 million for the three months ended June 30, 2026 and 2025, respectively, and $27 million

and $19 million for the six months ended June 30, 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. OWN Program payouts, depreciation expense on rental equipment, and amortization expense on

capitalized software and intangible assets was $234 million, $91 million, and $8 million, respectively, for the three months ended June 30,

2026, and $451 million, $173 million, and $16 million, respectively, for the six months ended June 30, 2026, and $173 million, $72 million,

and $5 million, respectively, for the three months ended June 30, 2025, and $328 million, $139 million, and $9 million, respectively, for the

six months ended June 30, 2025. For additional information, see Note 18. Segments in this Form 10-Q, for the three and six months ended

June 30, 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 June 30, 2026 and June 30, 2025 was

$4,235 million and $3,306 million, respectively, or approximately 43% and 45%, respectively, of total equipment

rental OEC under our management. At June 30, 2026, the appraised value of the rental equipment owned by OWN

Program participants was $4,090 million. Our broader managed equipment rental fleet from which we support and

generate our equipment rental revenue as of June 30, 2026 consisted of 280,699 units having an OEC of $9,851

million and an average age of 31 months, and as of June 30, 2025 consisted of 218,035 units having an OEC of

$7,360 million and an average age of 30 months.

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

revenue is summarized in the tables below:


	June 30, 2026
		% of	OEC	% of
	Units	Total	(In millions)	Total
EquipmentShare Owned ...............................	189,961	68%	$4,235	43%
OWN Program ..............................................	89,775	32%	5,533	56%
Operating Lease ............................................	963	—%	83	1%
Total ............................................................	280,699	100%	$9,851	100%


	June 30, 2025
		% of	OEC	% of
	Units	Total	(In millions)	Total
EquipmentShare Owned ...............................	150,061	69%	$3,306	45%
OWN Program ..............................................	66,213	30%	3,906	53%
Operating Lease ............................................	1,761	1%	148	2%
Total ............................................................	218,035	100%	$7,360	100%

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	December 31, 2025
		% of	OEC	% of
	Units	Total	(In millions)	Total
EquipmentShare Owned ...............................	170,704	68%	$3,740	43%
OWN Program ..............................................	80,482	32%	4,942	56%
Operating Lease ............................................	1,066	—%	98	1%
Total .............................................................	252,252	100%	$8,780	100%


	December 31, 2024
		% of	OEC	% of
	Units	Total	(In millions)	Total
EquipmentShare Owned ...............................	134,394	69%	$3,021	46%
OWN Program ..............................................	58,360	30%	3,437	52%
Operating Lease ............................................	1,708	1%	143	2%
Total .............................................................	194,462	100%	$6,601	100%

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 June 30, 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. Rental Equipment, Net in this Form 10-Q, for the

six months ended June 30, 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. Segments in this Form

10-Q, for the three and six months ended June 30, 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.

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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 391 full-service branch locations and 9 dealership sites

as of June 30, 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.”

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The following tables present information about our reportable segments for the three months ended June 30,

2026 and 2025 (in millions):


	Three Months Ended June 30, 2026
	Equipment Rental and Services Operations	Equipment Sales	All Other	Total
Equipment rental, parts, supplies, and services ...........	$903	$—	$—	$903
Equipment sales ...........................................................	—	483	—	483
Telematics ...................................................................	5	—	29	34
Sales of building materials, small tools, and hardware supplies ....................................................	—	—	29	29
Total revenues ...........................................................	$908	$483	$58	$1,449
Significant expenses:
Segment cost of revenues .......................................	271	394	35
Segment selling, general and administrative expenses ..............................................................	248	7	22
Segment Adjusted EBITDA(1) .................................	$389	$82	$1


	Three Months Ended June 30, 2025
	Equipment Rental and Services Operations	Equipment Sales	All Other	Total
Equipment rental, parts, supplies, and services ...........	$647	$—	$—	$647
Equipment sales ...........................................................	—	478	—	478
Telematics ...................................................................	4	—	6	10
Sales of building materials, small tools, and hardware supplies ....................................................	—	—	12	12
Total revenues ............................................................	$651	$478	$18	$1,147
Significant expenses: ...................................................
Segment cost of revenues .......................................	175	411	11
Segment selling, general and administrative expenses ..............................................................	201	7	12
Segment Adjusted EBITDA(1) ..................................	$275	$60	$(5)

__________________

(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 June 30, 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 $234 million, $91 million, and $8 million, respectively, for the three months ended June 30, 2026, $173 million, $72

million, and $5 million, respectively, for the three months ended June 30, 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 $10 million for the three months ended June 30, 2026 and 2025, respectively. For additional information,

see Note 18. Segments in this Form 10-Q, for the three and six months ended June 30, 2026.

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Three Months Ended June 30, 2026 Compared with Three Months Ended June 30, 2025

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

segment was $908 million for the three months ended June 30, 2026, compared to $651 million for the three months

ended June 30, 2025, an increase of $257 million, or 39%. Approximately $196 million of the increase is attributed

to the growth in fleet OEC under our management from $7,360 million as of June 30, 2025 to $9,851 million as of

June 30, 2026, and the corresponding increase in our fleet size from 218,035 units to 280,699 units of equipment

under our management as of June 30, 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 324 as of June 30, 2025, to 391 as of June 30, 2026. Revenue

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

open less than 24 months contributed $13 million and $5 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 $42 million.

Segment Adjusted EBITDA for our Equipment Rental and Services Operations segment was $389 million for

the three months ended June 30, 2026, compared to $275 million for the three months ended June 30, 2025, an

increase of $114 million, or 41%. The increase in Segment Adjusted EBITDA was primarily due an increase in

segment total revenues of $257 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 $7,360 million as of June 30, 2025 to $9,851

million as of June 30, 2026, and the corresponding increase in our fleet size from 218,035 units to 280,699 units of

equipment under our management as of June 30, 2025 and 2026, respectively, driven by OWN Program demand.

The increase in segment total revenues was offset by increases of $96 million in segment cost of revenues and $47

million in segment selling, general and administrative expenses.

Equipment Sales. Revenue for our Equipment Sales segment was $483 million for the three months ended June

30, 2026, compared to $478 million for the three months ended June 30, 2025, an increase of $5 million, or 1%. The

increase was primarily due to increased sales of construction equipment, primarily to existing and new participants

in the OWN Program, as presented in the following table (in millions):


	Three Months Ended June 30,
	2026	2025	$ Change	% Change
Equipment sales to OWN Program participants(1) .......	$428	$417	$11	3%
Other equipment sales .................................................	55	61	(6)	(10)%
Total revenues - equipment sales ................................	$483	$478	$5	1%
Cost of equipment sold to OWN Program participants ...............................................................	$346	$360	$(14)	(4)%
Cost of other equipment sales .....................................	48	51	(3)	(6)%
Total cost of revenues - equipment sales .....................	$394	$411	$(17)	(4)%

__________________

(1)For the three months ended June 30, 2026 and 2025, equipment sales to OWN Program participants included net revenue of $32 million and

$17 million, respectively, recognized on an agent basis, with overall transaction values of $195 million and $143 million, respectively.

The increase in equipment sales of $5 million is primarily attributed to higher sales of $11 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 decreased by $6 million.

Segment Adjusted EBITDA for our Equipment Sales segment was $82 million for the three months ended June

30, 2026, compared to $60 million for the three months ended June 30, 2025, an increase of $22 million, or 37%.

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

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All Other. Revenue for all other activities was $58 million for the three months ended June 30, 2026, compared

to $18 million for the three months ended June 30, 2025, an increase of $40 million, or 222%. This increase was

primarily due to an increase of $23 million in telematics SaaS subscriptions, applications, and related telematics

devices, as well as an increase of $17 million in sales of building materials, small tools, and hardware supplies due

to our expansion of 14 hardware stores during the trailing twelve months. Segment earnings for our all other

activities was $1 million for the three months ended June 30, 2026, compared to Segment loss of $5 million for the

three months ended June 30, 2025, an increase of $6 million, or 120%, primarily due to the higher revenue as

previously discussed, partially offset by an increase of $10 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.

The following tables present information about our reportable segments for the six months ended June 30, 2026

and 2025 (in millions):


	Six Months Ended June 30, 2026
	Equipment Rental and Services Operations	Equipment Sales	All Other	Total
Equipment rental, parts, supplies, and services ...........	$1,663	$—	$—	$1,663
Equipment sales ...........................................................	—	661	—	661
Telematics ...................................................................	9	—	56	65
Sales of building materials, small tools, and hardware supplies ....................................................	—	—	48	48
Total revenues ...........................................................	$1,672	$661	$104	$2,437
Significant expenses:
Segment cost of revenues .......................................	486	540	63
Segment selling, general and administrative expenses ..............................................................	473	14	43
Segment Adjusted EBITDA(1) .................................	$713	$107	$(2)


	Six Months Ended June 30, 2025
	Equipment Rental and Services Operations	Equipment Sales	All Other	Total
Equipment rental, parts, supplies, and services ...........	$1,200	$—	$—	$1,200
Equipment sales ...........................................................	—	624	—	624
Telematics ...................................................................	7	—	13	20
Sales of building materials, small tools, and hardware supplies ....................................................	—	—	20	20
Total revenues ............................................................	$1,207	$624	$33	$1,864
Significant expenses: ...................................................
Segment cost of revenues .......................................	341	524	19
Segment selling, general and administrative expenses ..............................................................	383	14	23
Segment Adjusted EBITDA(1) ..................................	$483	$86	$(9)

__________________

(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 $12 million and $12 million for the six months ended June 30, 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. OWN Program payouts, depreciation

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expense on rental equipment, and amortization expense on capitalized software and intangible assets was $451 million, $173 million, and

$16 million, respectively, for the six months ended June 30, 2026, $328 million, $139 million, and $9 million, respectively, for the six

months ended June 30, 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 $27 million and $19 million for the

six months ended June 30, 2026 and 2025, respectively. For additional information, see Note 18. Segments in this Form 10-Q, for the six

months ended June 30, 2026.

Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025

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

segment was $1,672 million for the six months ended June 30, 2026, compared to $1,207 million for the six months

ended June 30, 2025, an increase of $465 million, or 39%. Approximately $364 million of the increase is attributed