Sunbelt Rentals Holdings, Inc.

Part 1. Financial Information

Item 1. Unaudited Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in millions, except per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in millions)

(1)There wereno material reclassifications from accumulated other comprehensive loss reflected in other comprehensive income (loss) during 2026 or 2025. There wasno material tax impact related to the foreign currency translation adjustments during the nine months ended January 31, 2025 and 2026.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In millions, except per share and share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In millions, except per share and share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

(In millions)

1. Organization and Description of Business

Ashtead Group plc (“Ashtead”) was an international equipment rental company, incorporated in England and Wales, with national networks predominantly in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), trading under the Sunbelt Rentals brand. The Company rents a broad range of construction, industrial, general and specialty equipment across a wide variety of applications to a diverse customer base. As used in this report, the terms the “Company,” and “Ashtead,” refer to Ashtead Group plc and its subsidiaries, unless otherwise indicated.

On February 27, 2026 (the “Scheme Effective Date”), Ashtead completed a reorganization pursuant to a U.K. court-sanctioned scheme of arrangement under the U.K. Companies Act 2006 (the "Scheme"), which inserted a new U.S. holding company, Sunbelt Rentals Holdings, Inc. (“Sunbelt”). In connection with the Scheme, Ashtead's ordinary shares ceased trading on the London Stock Exchange (the "LSE") prior to the open of trading on March 2, 2026, (the “Listing Date”). Sunbelt's common stock began trading on each of the LSE and the New York Stock Exchange (the "NYSE") at the respective start of trading on the Listing Date, and trades in each case under the symbol "SUNB." The Scheme resulted in (i) Ashtead Group plc (“the predecessor”) becoming a direct, wholly owned subsidiary of Sunbelt Rentals Holdings, Inc. (“the successor issuer”) and (ii) the shareholders of Ashtead Group plc at the designated record time for the Scheme no longer holding shares of Ashtead Group plc but instead holding shares of common stock of Sunbelt Rentals Holdings, Inc. These condensed consolidated financial statements reflect the historical results of Ashtead Group plc and its subsidiaries as the accounting predecessor, as the Scheme occurred subsequent to the period end. The Scheme is discussed as a subsequent event evaluated in accordance with Accounting Standards Codification ("ASC") 855 (see Note 15, Subsequent Events).

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) with respect to interim financial information. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the fiscal year ended April 30, 2025, included in the Registration Statement on Form 10 filed by Sunbelt with the SEC on January 27, 2026, as amended on February 13, 2026 (the “Form 10”). The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.

In the opinion of Ashtead, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for the fair statement of Ashtead's condensed consolidated financial statements as of January 31, 2026 and April 30, 2025 and for the three and nine months ended January 31, 2026 and 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, allowance for credit losses, useful lives, salvage values and impairment of rental equipment, income taxes, business combinations, and goodwill impairment. Actual results could materially differ from those estimates.

New Accounting Pronouncements Issued but not yet adopted

Expense Disaggregation Disclosure. In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”), which improves the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, SG&A, and research and development. This ASU is effective for fiscal years beginning after December 15, 2026 and early adoption is permitted. The amendments in this ASU can be applied prospectively or retrospectively. This standard is not expected to have an impact on any amounts recognized in our financial statements, but will result in more detailed disclosures addressing the categorization of expenses.

Credit Losses. In July 2025, the FASB issued Accounting Standards Update No. 2025-05, “Financial Instruments – Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“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 that assumes current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The guidance should be applied prospectively. The impact to the Company’s financial statements and related disclosures is not expected to be material.

Internal Use Software. In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. This ASU is effective for fiscal years beginning after December 15, 2027 and early adoption is permitted. The amendments in this ASU can be applied prospectively, retrospectively, or with a modified transition approach. The Company is evaluating the effect of adopting this new accounting guidance.

Accounting for Government Grants. In December 2025, the FASB issued Accounting Standards Update No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”) to establish authoritative guidance in U.S. GAAP for the recognition, measurement, presentation and disclosure of government grants received by for-profit entities. The guidance is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period. ASU 2025-10 should be applied utilizing a retrospective approach, or a modified transition approach. The Company is evaluating the effect of adopting this new accounting guidance.

3. Revenue Recognition

Ashtead is principally engaged in the business of renting equipment. Ancillary to Ashtead’s principal equipment rental business, Ashtead also sells used rental equipment, new equipment and merchandise and consumables and offers certain services to support its customers. Ashtead’s rental transactions are accounted for under ASC Topic 842, Leases (“Topic 842”), while the sale of rental and new equipment, merchandise and consumables, along with certain services provided to customers, are recognized under ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”). Sales and other tax amounts collected from customers and remitted to government authorities are accounted for on a net basis and, therefore, excluded from revenue.

Nature of goods and services

In the following table, revenue is summarized by type and by the applicable accounting standard.

Revenues by reportable segment are presented in Note 5 of the condensed consolidated financial statements, using the revenue captions reflected in our condensed consolidated statements of income.

Lease revenues (Topic 842):

Equipment rentals revenue

The Company offers a broad portfolio of equipment for rent. Equipment rentals revenue includes revenue generated from renting equipment to customers and is recognized on a straight-line basis over the length of the rental contract. These lease contracts are operating leases under Topic 842. As the rental contracts can extend across reporting periods, the Company records unbilled rental revenues and deferred revenues at the end of reporting periods to ensure rental revenues earned is appropriately stated for the periods presented. Receivables from unbilled rental revenue is included in “Prepaid expenses and other assets” was $128 million and $123 million as of January 31, 2026 and April 30, 2025, respectively. Deferred revenue is included in “Accrued expenses and other liabilities” in the condensed consolidated balance sheet and was $99 million and $75 million as of January 31, 2026 and April 30, 2025, respectively.

Also included in equipment rentals revenue is re-rent revenue, in which the Company will rent specific pieces of equipment from vendors and then re-rent that equipment to its customers. Provisions for discounts, rebates to customers and other adjustments are provided for in the period the related revenue is recorded.

Other

Other equipment rentals revenue is primarily comprised of fees for the Company’s loss damage waiver and environmental charges. Fees paid for the loss damage waiver allow customers to limit the risk of financial loss in the event the Company’s equipment is damaged or lost. Fees for the loss damage waiver and environmental recovery fees are recognized on a straight-line basis over the length of the rental contract.

Revenues from contracts with customers (Topic 606)

Delivery and pick-up

Rental delivery and collection revenue is recognized when the services are performed at the time of delivery or collection, respectively, and the performance obligation is therefore fulfilled.

Sales of rental equipment, new equipment, merchandise and consumables

Sales revenue is recognized when control of the asset transfers to the customer, which is typically when the asset is picked up by, or delivered to, the customer and when significant risks and rewards of ownership have passed to the customer. The Company routinely sells its used rental equipment in order to manage repair and maintenance costs, as well as the composition, age and size of its fleet. The Company disposes of used equipment through a variety of channels including retail sales to customers and other third parties, sales to wholesalers, brokered sales and auctions. Sales of rental equipment in connection with trade-in arrangements with certain manufacturers from whom the Company purchases new equipment is accounted for at the lower of transaction value or fair value based on independent appraisals. If the trade-in price of a unit of equipment exceeds the fair market value of that unit, the excess is accounted for as a reduction of the cost of the related purchase of new rental equipment.

The Company also sells new equipment, parts and supplies. The types of new equipment that the Company sells vary by location and include a variety of tools and supplies, small equipment, safety supplies and consumables.

Other

Other equipment rentals revenues within the scope of Topic 606 primarily include fuel sales, erection and dismantling services, and miscellaneous fees such as cleaning and repair charges. These revenues are recognized when the related goods or services are provided to the customer, which generally occurs at the point in time the service is performed or the good is delivered.

Contract Assets and Liabilities

The Company does not have material contract assets or contract liabilities associated with customer contracts under Topic 606. The Company's contracts with customers do not generally result in material amounts billed to customers in excess of recognizable revenue. The Company did not recognize material revenue during the three and nine months ended January 31, 2026 that was included in the contract liability balance as of the beginning of each period.

Performance Obligations

Most of the Company's revenue recognized under Topic 606 is recognized at a point-in-time, rather than over time. Accordingly, in any particular period, the Company does not generally recognize a significant amount of revenue from performance obligations satisfied in previous periods, and the amount of such revenue recognized during the three and nine months ended January 31, 2026 and 2025 was not material. The Company also does not expect to recognize material revenue in the future related to performance obligations that were unsatisfied as of January 31, 2026.

Contract estimates and judgments

The revenues accounted for under Topic 606 do not require significant estimates or judgments, primarily for the following reasons:

•The transaction price is generally fixed and stated on the Company’s contracts;

•As noted above, the Company’s contracts generally do not include multiple performance obligations, and accordingly do not generally require estimates of the standalone selling price for each performance obligation;

•The revenues do not include material amounts of variable consideration; and

•Most of the Company’s revenue is recognized as of a point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. As noted above, the Topic 606 revenue is generally recognized at the time of delivery to, or pick-up by, the customer. The revenues accounted for under Topic 842 also do not require significant estimates or judgments.

Allowance for Credit Losses

As shown above, most of the Company's equipment rentals revenue is accounted for under Topic 842. The customers that are responsible for the remaining equipment rentals revenue that is accounted for under Topic 606 are generally the same customers that rent the Company's equipment. Concentration of credit risk with respect to the Company's accounts receivable is limited because a large number of geographically diverse customers makes up its customer base.

The Company manages credit risk associated with its accounts receivable at the customer level through credit approvals, credit limits and other monitoring procedures. The Company maintains allowances for credit losses that reflect the Company's estimate of the amount of receivables that the Company will be unable to collect based on its historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability.

The roll-forward of the allowance for credit losses is shown below.

4. Acquisitions

Ashtead undertakes bolt-on acquisitions to complement its organic growth strategy.

2026 Acquisitions

During the nine months ended January 31, 2026, Ashtead completedten acquisitions, consisting ofsix North America - General Tool acquisitions andfour North America - Specialty acquisitions, each of which was individually immaterial. The aggregate cash consideration for the acquisitions was $163 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. The purchase price was preliminarily allocated based on information available at the acquisition date and is subject to change as we complete our analysis of the fair values at the date of the acquisition during the measurement period, not to exceed one year as permitted under Topic 805. No material measurement-period adjustments were recorded upon finalization of the purchase price allocations, during the nine months ended January 31, 2026.

The following table reflects the fair values and weighted average useful lives of the acquired intangible assets identified based on the purchase accounting assessments:

The goodwill arising can be attributed to the key management personnel and workforce of the acquired businesses, to the benefits through advancing the clusters and leveraging cross-selling opportunities, and to the synergies and other benefits Ashtead expects to derive from the acquisitions. The synergies and other benefits include eliminating duplicate costs, improving utilization of the acquired rental fleet, and using Ashtead’s financial strength to invest in the acquired business and drive improved returns through a semi-fixed cost base and the application of Ashtead’s proprietary software to optimize revenue opportunities. The goodwill expected to be deductible for income tax purposes is $62 million.

Due to the post‑acquisition integration of the acquired businesses, including the transfer of rental equipment between locations, investment in rental fleet, consolidation of certain operations, and shared servicing of customers across locations, the Company determined it is impracticable to separately quantify the acquirees’ revenue and earnings since their respective acquisition dates.

The revenue and net income of these acquisitions from May 1, 2025 to their date of acquisition was not material.

2025 Acquisitions

During the nine months ended January 31, 2025, Ashtead completed three acquisitions, consisting oftwo North America - General Tool acquisitions andone in the United Kingdom, each of which was individually immaterial. The aggregate cash consideration for the acquisitions was $60 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. The purchase price was preliminarily allocated based on information available at the acquisition date and adjusted during the measurement period, not to exceed one year as permitted under Topic 805, as we completed our analysis of the fair values. No material measurement-period adjustments were recorded upon finalization of the purchase price allocations, during the nine months ended January 31, 2025.

The goodwill arising can be attributed to the key management personnel and workforce of the acquired businesses, the benefits through advancing the clusters and leveraging cross-selling opportunities, and to the synergies and other benefits Ashtead expects to derive from the acquisitions. The synergies and other benefits include elimination of duplicate costs, improving utilization of the acquired rental fleet, using Ashtead’s financial strength to invest in the acquired business and drive improved returns through a semi-fixed cost base and the application of Ashtead’s proprietary software to optimize revenue opportunities. The goodwill expected to be deductible for income tax purposes is $24 million.

Due to the post‑acquisition integration of the acquired businesses, including the transfer of rental equipment between locations, investment in rental fleet, consolidation of certain operations, and shared servicing of customers across locations, the Company determined it is impracticable to separately quantify the acquirees’ revenue and earnings since their respective acquisition dates.

The revenue and net income of these acquisitions from May 1, 2024 to their date of acquisition was not material.

5. Segment Information

Ashtead operates with the following three reportable and operating segments: North America – General Tool, North America – Specialty and U.K., which are consistent with how Ashtead’s chief operating decision maker ("CODM") assesses performance and allocates resources. The operating segments are determined primarily based on the nature of the products and services and the management structure of Ashtead. Ashtead’s CODM has been identified as its chief executive officer.

North America – General Tool

The North America – General Tool segment includes the rental of general construction and industrial equipment, such as mobile elevating platforms, forklifts, earth moving equipment and general tool and light equipment. The segment operates predominantly across the U.S. and Canada.

North America – Specialty

The North America – Specialty segment focuses on products with comparatively low rental penetration including Power & HVAC, Scaffold, Pump, Film & TV and Climate Control. The Specialty products and services are often a natural add-on to the General Tool products and services. The segment operates across the U.S. and Canada.

U.K.

The U.K. segment operates predominantly in the U.K. and rents a broad range of construction, industrial, general and specialty equipment.

Ashtead manages debt, its lease portfolio and taxation centrally, rather than by operating segments. Accordingly, segmental costs are stated excluding the impact of ASC 842 lease accounting in relation to Ashtead’s property leases and non-recurring restructuring charges. Furthermore, segment results are stated before interest and taxation which are reported as central cost items. This is consistent with the way the chief executive reviews the business. The excluded items are reflected in reconciling items presented below.

Segment performance and resource allocation are evaluated by the CODM using adjusted segment operating profit. The CODM is the primary individual in control of resource allocation. The most significant allocation determinations made by the CODM using the adjusted segment operating profit relates to purchases of rental equipment, and these determinations are generally made as part of the annual budgeting process, with regular financial and operational performance reviews occurring throughout the year that can result in allocation changes (for example, if a specific segment outperforms its plan, that could result in a reallocation of resources between segments or an increase in the total allocated resources).

There are no material sales between the reportable segments. Capital expenditure represents additions to rental equipment, property and equipment, and includes amounts recognized through the acquisition of businesses. Segment assets exclude corporate assets, such as cash and cash equivalents, corporate facilities, goodwill, other intangible assets, and tax assets.

The following table sets forth financial information by segment for the three and nine months ended January 31, 2026 and 2025 and as of April 30, 2025:

(1)Staff costs comprise of salaries, related benefits and pension costs.

(2)Other segment items comprise of spares, vehicle, facility and other miscellaneous costs.

(3)Central costs comprise of corporate costs incurred to run the business as a whole including costs associated with Ashtead’s support functions, technology expenditure and the accounting adjustment to reflect ASC 842 lease accounting in relation to Ashtead's property leases, as well as other items not allocated to segments, including other expense (income), net. This also includes non-recurring costs related to the operational restructure of the United Kingdom segment and the Redomiciliation.

6. Inventory

Inventory consists of the following:

7. Rental Equipment, net

Rental equipment consists of the following:

8. Fair value measurements

The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of the first priority senior secured credit facility and finance leases approximated their book values as of January 31, 2026 and April 30, 2025. The estimated fair values of the other financial instruments were as follows:

The senior notes are carried at amortized cost, while contingent consideration and equity investments are carried at fair value in the condensed consolidated balance sheets.

The fair value of the senior notes is based on observable market prices as provided in secondary markets that consider Ashtead's credit risk and market-related conditions. The senior notes are included in "Short term debt and current maturities of long-term debt" and "Long-term debt" in the condensed consolidated balance sheets.

Contingent consideration relates to recent acquisitions and is based on the post-acquisition performance of the acquired businesses. The consideration is expected to be paid out over the next seven years and is reassessed at each reporting date. Contingent consideration is included in “Other long-term liabilities” in the condensed consolidated balance sheets. Changes in the fair value of contingent consideration are recognized in earnings within other expense (income), net.

Contingent consideration is a Level 3 financial liability under topic ASC 820. Future anticipated payments in respect of contingent consideration are initially recorded at fair value, which is the present value of the expected cash outflows of the obligations. The obligations are typically dependent upon the future financial performance of the businesses acquired. The fair value is estimated based on internal financial projections prepared in relation to the acquisition with the contingent consideration discounted to present value using a discount rate in line with Ashtead’s cost of debt. The valuation incorporates unobservable inputs, including forecasted performance of the acquired businesses, the probability of achieving performance targets, and the discount rate. There were no material gains or losses recognized in earnings related to the remeasurement of contingent consideration during the three and nine months ended January 31, 2026, and there were no material payments or settlements. Details of the movement in the fair value during the nine months are as follows:

Equity investments without a readily determinable fair value are included in “Other long-term assets” in the condensed consolidated balance sheets. The investments are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, and as such classified within Level 3 of the fair value hierarchy. During the three and nine months ended January 31, 2026, and three months ended January 31, 2025, no impairment losses were recognized. During the nine months ended January 31, 2025, impairment loss of $25 million was recognized. Changes in the fair value of these investments are recognized in earnings within other expense (income), net. There was no activity related to such investments during the nine months ended January 31, 2026.

Due to the inherent uncertainty of these estimates given the unobservable inputs, these values may differ materially from the values that would have been used had a ready market for these investments existed. There were no transfers into or out of Level 3 during the period.

9. Debt

Debt, net of unamortized original issue premiums and unamortized debt issuance costs, consists of the following:

(1) Short-term portion includes outstanding amounts under 1.500% senior notes, due August 2026.

First priority senior secured credit facility

As of January 31, 2026, $4,750 million was committed by the senior lenders under the asset-based senior secured revolving credit facility ("ABL facility") until November 2029. The amount utilized was $1,489 million (including letters of credit totaling $5 million). The ABL facility is secured by a first priority interest in substantially all of Ashtead’s assets. Pricing for the ABL facility is based on average availability according to a grid, varying from the applicable interest rate plus 125 bp to 137.5 bp. The applicable interest rate is based on Secured Overnight Financing Rate (“SOFR”) for U.S. dollar loans, Canadian Overnight Repo Rate Average ("CORRA") for Canadian dollar loans and Sterling Overnight Interbank Average (“SONIA”) for sterling loans. The borrowing rate was the applicable interest rate plus 125 basis points and the weighted average interest rate was 4.748% and 5.242% as of January 31, 2026 and April 30, 2025, respectively.

The only financial performance covenant under the asset-based first priority senior bank facility is a fixed charge ratio (comprising last 12-month (“LTM”) earnings before interest, taxes, depreciation, and amortization (“EBITDA”) before exceptional items less LTM net capital expenditure paid in cash over the sum of scheduled debt repayments plus cash interest, cash tax payments and dividends paid in the last 12 months) which must be equal to or greater than 1.0 times.

This covenant does not, however, apply when specified availability (the difference between the borrowing base and facility utilization, with an allowance for suppressed availability) exceeds $475 million. Availability under the bank facility for covenant purposes was $3,468 million and $3,616 million as of January 31, 2026 and April 30, 2025, respectively, meaning that the covenant was not measured for the periods presented.

Covenants in the agreement governing our ABL facility impose limitations on our ability to make share repurchases and dividend payments, subject to exceptions that would allow us to make such repurchases or payments under certain conditions. Based on our current availability and no event of default as of January 31, 2026, we met the criteria under the ABL agreement for these exceptions, and as a result we were not restricted in our ability to make share repurchases and dividend payments.

10. Income taxes

Ashtead recorded income tax expense, based upon the estimated annual effective tax rate as adjusted for discrete items, if any, of $386 million on pre-tax book income of $1,485 million, and $419 million on pre-tax book income of $1,643 million for the nine months ended January 31, 2026 and 2025, respectively. This led to an effective tax rate of 26% for the nine months ended January 31, 2026 and 2025. The decrease in the income tax expense was primarily driven by the decrease in pre-tax book income.

On July 4, 2025, Public Law No. 119-21, commonly referred to as the ‘One Big Beautiful Bill Act’ (‘the Act’) was enacted in the United States. The Act, among other things, permanently reinstated the additional first year depreciation allowance for qualified property (‘bonus depreciation’), permanently reinstated the Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) approach for calculating the business interest limitation and the immediate expensing of U.S. research and experimental expenditures. An estimate of the effects of the legislation has been recorded in the nine months ended January 31, 2026 leading to a $22 million reduction in fiscal year 2025 cash tax. The legislation has no significant impact on our effective tax rate.

11. Commitments and contingencies

Ashtead is subject to a number of claims and proceedings that generally arise in the ordinary conduct of the business. These matters include, but are not limited to, general liability claims (including personal injury, product liability, and property and automobile claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations and contract and real estate matters. Ashtead believes that any liabilities ultimately resulting from these ordinary course claims and proceedings will not, individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations or cash flows. As of January 31, 2026, the Company has recorded accruals for loss contingencies where losses are probable and reasonably estimable. These accruals were not material. The Company does not believe there are any reasonably possible losses in excess of amounts accrued that would be material.

12. Stock-based compensation

Liability-classified awards

A summary of the transactions within Ashtead’s liability-classified long-term incentive awards is as follows:

(1) The reclassification to equity-classified awards relates to awards that participants have chosen to defer in accordance with their 409A plan. These awards are reclassified to equity aftersix months from the original vesting date if they have not been exercised.

Equity-classified awards

A summary of the transactions within Ashtead’s equity-classified long-term incentive awards is as follows:

(1)We have revised the weighted-average fair value of awards outstanding as of April 30, 2025 from $44.41 to $60.97 to correct the amount previously disclosed in our Form 10. This revision does not affect the Company's condensed consolidated balance sheets, statements of income, or statements of cash flows, and is limited to the disclosure above.

(2)As explained above, the reclassification from liability awards represents awards that participants have chosen to defer in accordance with their 409A plan. These awards are reclassified to equity after six months from the original vesting date if they have not been exercised.

Stock-based compensation expense

Stock-based compensation expense was $40 million and $6 million for the nine months ended January 31, 2026 and 2025, respectively. Stock-based compensation expense was $6 million and $3 million for the three months ended January 31, 2026 and 2025, respectively. Ashtead's stock-based compensation expense is included in selling, general and administrative expense in Ashtead’s condensed consolidated statements of income.

Pursuant to the Scheme, shares in the capital of Ashtead Group, plc, the predecessor, were cancelled and replaced with common stock in the successor issuer, Sunbelt Rentals Holdings, Inc., on aone-for-one basis. This resulted in a modification of the existing awards and is addressed in Note 15, Subsequent Events.

13. Earnings per share

The following table sets forth the computation of basic and diluted earnings per share:

No shares were excluded from the weighted average diluted shares because their effect would have been anti-dilutive.

Weighted-average shares reflect Ashtead Group plc ordinary shares for the periods presented, as predecessor. Following the Scheme (Note 15, Subsequent Events), Ashtead shares were exchanged for Sunbelt Rentals Holdings, Inc. shares on a one-for-one basis. As the exchange ratio was 1:1, share and per-share amounts for all predecessor periods presented are equivalent to the successor share structure, no retroactive recasting of share counts or earnings per share was required.

14. Restructuring

In connection with our Sunbelt 4.0 strategic priorities for the U.K. segment, we initiated an operational restructuring during the second quarter of fiscal year 2026. The restructuring activities include the consolidation of certain regional operations, actions to enhance cost efficiency, and steps to exit non‑core assets. As part of this plan, we completed the sale of our U.K. Hoist business in October 2025 for proceeds of $16 million. In total, these activities are expected to result in approximately $42 million of non‑recurring costs in fiscal year 2026, of which $40 million were recognized in the income statement for the nine months ended January 31, 2026.

The table below presents the components of restructuring expense.

Restructuring costs that result in liabilities are primarily related to employee-related costs and other exit costs. The table below presents the components of the restructuring liabilities.

The accruals related to the restructuring costs have been presented in "Accrued expenses and other liabilities" in Ashtead’s condensed consolidated balance sheets.

15. Subsequent events

Subsequent to the balance sheet date, Ashtead completed the acquisition oftwo businesses in North America. The purchase price for these acquisitions was not material. The initial accounting for these acquisitions is incomplete due to the proximity to the period end.

As discussed in Note 1, Organization and Description of Business, on February 27, 2026, Ashtead completed a reorganization pursuant to a U.K. court‑sanctioned scheme of arrangement that resulted in the establishment of Sunbelt Rentals Holdings, Inc. as the new U.S. holding company.

On the Scheme Effective Date, Ashtead cancelled all 37,390,748 outstanding treasury shares and 413,964,085 outstanding common shares in connection with the corporate restructuring, and sold all 359,482 common shares held by the ESOT to the market for$25 million. 413,963,685 common shares of Sunbelt were re-issued to existing shareholders, resulting in a modification of the awards on the re-issue date.

On March 2, 2026, the Company commenced the share repurchase program, which was announced on December 9, 2025, of up to $1.5 billion. The previous share repurchase program was completed on February 24, 2026.

SUNBELT RENTALS HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share data)

SUNBELT RENTALS HOLDINGS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A. Basis of presentation and summary of significant accounting policies

Background

Sunbelt Rentals Holdings, Inc. was formed as a Delaware corporation in February 2025. Effective on February 27, 2026 (the “Effective Date”), the Company implemented a new corporate structure by completing a U.K. court-sanctioned scheme of arrangement under the U.K. Companies Act 2006 (the "Scheme"). This resulted in (i) Ashtead Group plc becoming a direct, wholly owned subsidiary of Sunbelt Rentals Holdings, Inc. and (ii) the shareholders of Ashtead Group plc at the designated record time for the Scheme no longer holding shares of Ashtead Group plc but instead holding shares of common stock of Sunbelt Rentals Holdings, Inc. As a result of the Scheme, Sunbelt Rentals Holdings, Inc. became the successor issuer to Ashtead Group plc, which was renamed to "Ashtead Group Limited" and converted into a private company.

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements of Sunbelt Rentals Holdings, Inc. and all of its wholly owned subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) with respect to interim financial information. Separate statements of income and comprehensive income, stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity since its formation in February 2025 through January 31, 2026. Beginning on February 27, 2026, Sunbelt Rentals Holdings, Inc. became the successor issuer to Ashtead Group plc; therefore, beginning February 27, 2026, the operations, assets, rights, duties, liabilities, obligations and cash flows of Ashtead Group plc will be reported within Sunbelt Rentals Holdings, Inc. pursuant to a restructuring under common control.

Use of estimates

The preparation of the accompanying unaudited condensed consolidated financial statements of Sunbelt Rentals Holdings, Inc. and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions affecting reported amounts in the condensed consolidated financial statement and accompanying notes. Actual results may differ from those estimates.

Contingencies

As of January 31, 2026, Sunbelt Rentals Holdings, Inc. was not a party to any pending claims or legal proceeding and is not aware of any other claims that it believes could, individually or in the aggregate, have a material adverse effect on its financial position, results of operations or cash flows.

Note B. Shareholders’ Equity

Sunbelt Rentals Holdings, Inc. is authorized to issue 2,500,000,000 shares of common stock, and 25,000,000 shares of preferred stock, par value $0.01 per share. In February 2025, as part of its initial capitalization, Sunbelt Rentals Holdings, Inc. issued 1 shares of common stock for total value of $0.01. No preferred stock was issued. In connection with the Scheme, on the Effective Date, these shares in Sunbelt Rentals Holdings, Inc. were surrendered to Sunbelt Rentals Holdings, Inc. and cancelled, terminated and disposed of by Sunbelt Rentals Holdings, Inc. for no additional consideration, and following such cancellation and termination, the initial stockholders no longer hold any rights whatsoever with respect to such shares.

On February 27, 2026, in connection with the completion of the Scheme, Sunbelt Rentals Holdings, Inc. issued common stock on aone-for-one basis for each Ashtead Group plc share held immediately preceding the Scheme by the shareholders of Ashtead Group plc at the designated record time for the Scheme. As a result, on February 27, 2026, the number of Sunbelt Rentals Holdings, Inc. shares issued and outstanding consisted of 413,963,685 shares of common stock.