Sunbelt Rentals Holdings, Inc.

Previous wording

We have historically conducted our business through Ashtead Group plc, and therefore, our condensed consolidated financial statements included in this Form 10-Q present the consolidated results of operations of Ashtead Group plc and its subsidiaries. For the periods presented, Ashtead Group plc is the accounting predecessor. Sunbelt Rentals Holdings, Inc. (the “Registrant”) was incorporated on February 12, 2025 and became the parent holding company of the Group upon completion of the Scheme of Arrangement on February 27, 2026 (subsequent to the period end). Prior to the Scheme of Arrangement, the Registrant was a company with no assets, liabilities, contingencies or commitments, and it conducted no operations prior to the date of the Scheme of Arrangement.

Current wording

We historically conducted our business through Ashtead Group plc, and therefore, our condensed consolidated financial statements included in this Form 10-Q for the comparative period present the consolidated results of operations of Ashtead Group plc and its subsidiaries. Sunbelt Rentals Holdings, Inc. (the “Registrant”) was incorporated on February 12, 2025 and became the parent holding company of the Group upon completion of the Scheme on February 27, 2026. Prior to the Scheme, the Registrant was a company with no assets, liabilities, contingencies or commitments, and it conducted no operations prior to the date of the Scheme.

Previous wording

We believe we are one of the largest international equipment rental companies by rental revenue, with a network of 1,577 stores across North America and the United Kingdom as of January 31, 2026. We conduct our equipment rental operations under the name “Sunbelt Rentals.” We believe that Sunbelt Rentals is the second largest equipment rental business in North America and the largest equipment rental company in the United Kingdom, in each case, by rental revenue. In thenine months ended January 31, 2026, we generated revenue of $8,400 million, operating income of $1,771 million and adjusted operating profit of $1,984 million. See Part I, Item 2 "Key Financial Metrics—Non-GAAP Financial Measures” below for a definition and reconciliation of adjusted operating profit to the most directly comparable U.S. GAAP measure.

Current wording

We believe we are one of the largest international equipment rental companies by rental revenue, with a network of 1,638 stores across North America and the United Kingdom as of July 31, 2026. We conduct our equipment rental operations under the name “Sunbelt Rentals.” We believe that Sunbelt Rentals is the second largest equipment rental business in North America and the largest equipment rental company in the United Kingdom, in each case, by rental revenue. In thethree months ended July 31, 2026, we generated revenue of $3,115 million, operating income of $691 million and adjusted operating profit of $759 million. See Part I, Item 2 “Key Financial Metrics—Non-GAAP Financial Measures” below for a definition and reconciliation of adjusted operating profit to the most directly comparable U.S. GAAP measure.

Previous wording

In thenine months ended January 31, 2026, 59% of our revenue was attributable to the North America – General Tool segment, 33% of our revenue was attributable to the North America – Specialty segment and 8% of our revenue was attributable to the United Kingdom segment.

Current wording

In the three months ended July 31, 2026, 56% of our revenue was attributable to the North America – General Tool segment, 36% of our revenue was attributable to the North America – Specialty segment and 8% of our revenue was attributable to the United Kingdom segment.

Previous wording

On June 10, 2025, the shareholders of Ashtead Group plc (the "Ashtead Shareholders") voted in favor of a reorganization to be implemented by means of a U.K. court-sanctioned scheme of arrangement under the U.K. Companies Act 2006 (the "Scheme") pursuant to which Sunbelt Rentals Holdings, Inc. ("Sunbelt Rentals") would become the new parent holding company of Ashtead and Sunbelt Rentals common stock would be admitted to trading on the New York Stock Exchange (the "NYSE") (the "U.S. Listing"), with a secondary listing on the London Stock Exchange (the "LSE"), which is the historical trading venue for Ashtead shares. The Scheme completed on February 27, 2026. As a result of the

Current wording

On June 10, 2025, the shareholders of Ashtead Group plc (the "Ashtead Shareholders") voted in favor of a reorganization to be implemented by means of a U.K. court-sanctioned scheme of arrangement under the U.K. Companies Act 2006 (the "Scheme") pursuant to which Sunbelt Rentals Holdings, Inc. ("Sunbelt Rentals") would become the new parent holding company of Ashtead and Sunbelt Rentals common stock would be admitted to trading on the New York Stock Exchange (the "NYSE") (the "U.S. Listing"), with a secondary listing on the London Stock Exchange (the "LSE"), which is the historical trading venue for Ashtead shares. The Scheme completed on February 27, 2026. As a result of the Scheme, Ashtead Shareholders had their Ashtead shares exchanged for Sunbelt Rentals common stock. Each Ashtead Shareholder received the same number of Sunbelt Rentals common stock as the number of Ashtead Shares held at the time at which the record of the register of the Ashtead Shareholders was taken. The Redomiciliation and the U.S. Listing did not result in any changes in the day-to-day operations of our business, our strategy or our total issued share capital. Sunbelt Rentals common stock began trading on the NYSE on March 2, 2026.

Previous wording

Currency risk is predominantly translation risk, as there are no significant transactions in the ordinary course of business that take place between foreign affiliates. Although our reporting currency is the U.S. dollar, we derived 15% of our revenue for both the three and nine months ended January 31, 2026 from companies that have non-U.S. dollar currencies, primarily British pounds and Canadian dollars. Consequently, any change in exchange rates between the U.S. dollar and the British pound or the Canadian dollar exposes us to translation risk and may significantly affect our consolidated results of operations and balance sheet (see also Part I, Item 3 "Quantitative and Qualitative Disclosures about Market Risk–Currency Risk” below).

Current wording

Currency risk is predominantly translation risk, as there are no significant transactions in the ordinary course of business that take place between foreign affiliates. Although our reporting currency is the U.S. dollar, we derived 15% of our revenue for the three months ended July 31, 2026 from companies that have non-U.S. dollar currencies, primarily British pounds and Canadian dollars. Consequently, any change in exchange rates between the U.S. dollar and the British pound or the Canadian dollar exposes us to translation risk and may significantly affect our consolidated results of operations and balance sheet (see also Part I, Item 3 “Quantitative and Qualitative Disclosures about Market Risk–Currency Risk” below).

Previous wording

Our operations are impacted by global economic conditions, including inflation, tariffs, interest rate fluctuations and supply chain constraints, and we take actions to modify our plans to address such economic conditions. To date, the impact from supply chain disruptions has been limited, but we may experience more severe supply chain disruptions in the future. Interest rates on our variable debt instruments have decreased in recent years. The most significant cost increases that are passed on to customers are for fuel and delivery, but there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor. Tariffs could result in the costs we incur being more than anticipated. The impact of inflation, tariffs and interest rate fluctuations may be significant in the future. We continue to assess the economic environment in which we operate and take appropriate actions to address the economic challenges we face.

Current wording

Our operations are impacted by global economic conditions, including inflation, tariffs, interest rate fluctuations and supply chain constraints, and we take actions to modify our plans to address such economic conditions. To date, the impact from supply chain disruptions has been limited, but we may experience more severe supply chain disruptions in the future. The most significant cost increases that are passed on to customers are for fuel and delivery, but there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor. Tariffs could result in the costs we incur being more than anticipated. The impact of inflation, tariffs and interest rate fluctuations may be significant in the future. We continue to assess the economic environment in which we operate and take appropriate actions to address the economic challenges we face.

Previous wording

Equipment rentals primarily includes (i) revenue generated from renting equipment to customers, including re-rent revenue generated from renting specific pieces of equipment from third-parties and then re-renting that equipment to our customers, (ii) fees for loss damage waiver, which allow customers to limit the risk of financial loss in the event our equipment is damaged or lost, (iii) delivery and collection revenue, which relates to the fees charged to our customers for equipment delivery and collection of rental equipment, (iv) fuel sales, which represent charges to customers for fuel consumed during the rental period or provided at the time of equipment return, and (v) erection and dismantling services, which consist of fees charged for the assembly and disassembly of certain types of rental equipment, such as scaffolding, performed in connection with customer projects.

Current wording

Equipment rentals primarily includes (i) revenue generated from renting equipment to customers, including re-rent revenue generated from renting specific pieces of equipment from third-parties and then re-renting that equipment to our customers, (ii) fees for loss damage waiver, which allow customers to limit the risk of financial loss in the event our equipment is damaged or lost, and (iii) delivery and collection revenue, which relates to the fees charged to our customers for equipment delivery and collection of rental equipment.

Previous wording

Cost of equipment rentals, excluding depreciation comprises the costs associated with the rental of our equipment, such as staff costs at our stores, including salaries and related benefits and pension costs; delivery and fuel costs; spare equipment costs; repair and maintenance costs; insurance costs; warranty claim costs; cost of consumables; variable lease costs and short-term lease costs associated with renting equipment from third-parties and then re-renting that equipment to our customers; and rent and utilities related to the local store facilities in which we operate.

Current wording

Cost of equipment rentals, excluding depreciation comprises the costs associated with the rental of our equipment, such as staff costs at our stores, including salaries and related benefits and retirement costs; delivery and fuel costs; spare equipment costs; repair and maintenance costs; insurance costs; warranty claim costs; cost of consumables; variable lease costs and short-term lease costs associated with renting equipment from third-parties and then re-renting that equipment to our customers; and rent and utilities related to the local store facilities in which we operate.

Previous wording

Selling, general and administrative expenses comprise operating costs that are not directly related to our revenue generating activities. These costs primarily include sales commissions; staff costs for management and support staff, including salaries and related benefits and pension costs; legal and professional fees; restructuring costs related to the Redomiciliation and U.S. Listing; bad debt charges; advertising expenses; technology licensing costs; and administrative overhead expenses.

Current wording

Selling, general and administrative expenses comprise operating costs that are not directly related to our revenue generating activities. These costs primarily include sales commissions; staff costs for management and support staff, including salaries and related benefits and retirement costs; legal and professional fees; restructuring costs related to the Redomiciliation and U.S. Listing; bad debt charges; advertising expenses; technology licensing costs; and administrative overhead expenses.

Previous wording

Other expense (income), net comprises gains/losses from disposals of non-rental assets, changes due to foreign currency exchanges, gains/losses from the remeasurement of equity investments and various other miscellaneous non-operating expenses.

Current wording

Other income, net comprises gains/losses from disposals of non-rental assets, changes due to foreign currency exchanges, gains/losses from the remeasurement of equity investments and various other miscellaneous non-operating expenses.

Previous wording

Equipment rentals. Total equipment rentals revenue increased by $154 million, or 2.0%, to $7,800 million in the nine months ended January 31, 2026, from $7,646 million in the nine months ended January 31, 2025, representing 92.9% and 92.5% of total revenues in the nine months ended January 31, 2026 and January 31, 2025, respectively. The increase in total equipment rentals revenue arose due to increases in rental volume in both of our North American segments, despite the effects of hurricane response efforts which contributed $90 million to $100 million in the nine months ended January 31, 2025, and did not recur in the current fiscal year. As of January 31, 2026, our dollar utilization was 54%, compared to 55% as of January 31, 2025. The average OEC of our rental fleet increased by 2.8% in the nine months ended January 31, 2026, compared to the nine months ended January 31, 2025. See “—Key Financial Metrics—Key Performance Indicators” above for a definition and further information on dollar utilization.

Current wording

Equipment rentals. Total equipment rentals revenue increased by $326 million, or 13%, to $2,927 million in the three months ended July 31, 2026, from $2,601 million in the three months ended July 31, 2025, representing 94% and 93% of total revenues in the three months ended July 31, 2026 and 2025, respectively. The increase in total equipment rentals revenue arose predominantly due to increases in rental volume in both of our North American segments, as well as positive rental rate momentum. As of July 31, 2026, our dollar utilization was 55%, compared to 54% as of July 31, 2025. The average original equipment cost (“OEC”) of our rental fleet increased by 6% in the three months ended July 31, 2026, compared to the three months ended July 31, 2025. See “—Key Financial Metrics—Key Performance Indicators” below for the definition of and further information on dollar utilization.

Previous wording

On a segment basis, equipment rentals revenue attributable to the North America – General Tool, North America – Specialty and United Kingdom segments represented 57.7%, 34.8% and 7.5%, respectively, of total equipment rentals revenue in the three months ended January 31, 2026, compared to 58.3%, 34.2% and 7.5% in the three months ended January 31, 2025.

Current wording

On a segment basis, equipment rentals revenue attributable to the North America – General Tool, North America – Specialty and United Kingdom segments represented 56%, 37% and 7%, respectively, of total equipment rentals revenue in the three months ended July 31, 2026, compared to 59%, 33% and 8%, respectively, in the three months ended July 31, 2025.

Previous wording

North America – General Tool. Equipment rentals revenue attributable to the North America – General Tool segment increased by $63 million, or 1.4%, to $4,575 million in the nine months ended January 31, 2026, from $4,512 million in the nine months ended January 31, 2025. This increase was primarily attributable to a 3.1% increase in the average OEC, partially offset by a decrease in dollar utilization to 47% compared to 48% in the prior year, coupled with the effects of customer and product mix. In the nine months ended January 31, 2026, equipment rentals revenue attributable to same-store and greenfield sites increased by 0.6%, compared to the nine months ended January 31, 2025, while revenues attributable to bolt-on acquisitions since May 1, 2024 contributed 0.8% of equipment rentals revenue growth over the same period.

Current wording

North America – General Tool. Equipment rentals revenue attributable to the North America – General Tool segment increased by $113 million, or 7%, to $1,648 million in the three months ended July 31, 2026, from $1,535 million in the three months ended July 31, 2025. This increase was primarily attributable to a 5% increase in the average OEC coupled with an increase in physical utilization, supported by positive rental rate movements, offset by general inflationary factors, resulting in no change in dollar utilization of 47% compared with the prior year. In the three months ended July 31, 2026, equipment rentals revenue attributable to same-store and greenfield sites increased by 6%, compared to the three months ended July 31, 2025, while revenues attributable to bolt-on acquisitions since May 1, 2025 contributed a further 1% of equipment rentals revenue growth over the same period.

Previous wording

United Kingdom. Equipment rentals revenue attributable to the United Kingdom segment increased by $4 million, or 2.2%, to $182 million in the three months ended January 31, 2026, from $178 million in the three months ended January 31, 2025. This increase was primarily due to favorable foreign exchange movements, with equipment rentals revenue in local currency (in British pounds) 3.8% lower compared to the three months ended January 31, 2025.

Current wording

United Kingdom. Equipment rentals revenue attributable to the United Kingdom segment decreased by $3 million, or 1%, to $209 million in the three months ended July 31, 2026, from $212 million in the three months ended July 31, 2025.

Previous wording

Sales ofrental equipment. Total revenues from the sale of rental equipment decreased by $2 million, or 1.9%, to $105 million in the three months ended January 31, 2026, from $107 million in the three months ended January 31, 2025, representing 4.0% and 4.2% of total revenues in the three months ended January 31, 2026 and January 31, 2025, respectively. This decrease in sales of rental equipment reflects a lower volume of used equipment sales compared to the three months ended January 31, 2025, partially offset by an improvement in used equipment sales values and mix of the types of assets sold.

Current wording

Sales of rental equipment. Total revenues from the sale of rental equipment decreased by $18 million, or 17%, to $85 million in the three months ended July 31, 2026, from $103 million in the three months ended July 31, 2025, representing 3% and 4% of total revenues in the three months ended July 31, 2026 and 2025, respectively. This decrease in sales of rental equipment reflects a lower volume of used equipment sales compared to the three months ended July 31, 2025, partially offset by an improvement in used equipment pricing and mix of the types of assets sold.

Previous wording

Sales of new equipment, merchandise and consumables. Total revenues from the sale of new equipment, merchandise and consumables increased by $10 million, or 12.7%, to $89 million in the three months ended January 31, 2026, from $79 million in the three months ended January 31, 2025, representing 3.4% and 3.1% of total revenues in the three months ended January 31, 2026 and January 31, 2025, respectively. This increase was primarily due to a higher volume of new equipment sales, which were most pronounced in the North America – Specialty segment.

Current wording

Sales of new equipment, merchandise and consumables. Total revenues from the sale of new equipment, merchandise, and consumables increased by $6 million, or 6%, to $103 million in the three months ended July 31, 2026, from $97 million in the three months ended July 31, 2025, representing 3% of total revenues in both the three months ended July 31, 2026 and 2025. This increase was primarily due to a higher volume of new equipment sales, which were most pronounced in the North America – Specialty segment.

Previous wording

North America – Specialty. Revenues from the sale of new equipment, merchandise and consumables attributable to the North America – Specialty segment increased by $8 million, or 36.4%, to $30 million in the three months ended January 31, 2026, from $22 million in the three months ended January 31, 2025. This is primarily due to a $2 million increase in sales of new equipment and a $6 million increase in equipment repair labor.

Current wording

United Kingdom. Revenues from the sale of new equipment, merchandise and consumables attributable to the United Kingdom segment decreased by $2 million, or 9%, to $20 million in the three months ended July 31, 2026, from $22 million in the three months ended July 31, 2025.

Previous wording

Total revenues. For the reasons explained above, total revenues increased by $70 million, or 2.7%, to $2,637 million in the three months ended January 31, 2026, from $2,567 million in the three months ended January 31, 2025.

Current wording

Total revenues. For the reasons explained above, total revenues increased by $314 million, or 11%, to $3,115 million in the three months ended July 31, 2026, from $2,801 million in the three months ended July 31, 2025.

Previous wording

Depreciation of rental equipment. Depreciation of rental equipment costs increased by $23 million, or 1.7%, to $1,385 million in the nine months ended January 31, 2026, from $1,362 million in the nine months ended January 31, 2025. This increase was primarily due to a larger fleet size and the continued impact of life cycle inflation on our fleet. Depreciation in the North America – General Tool segment (including non-rental depreciation) increased by $23 million, or 2.2%, to $1,057 million in the nine months ended January 31, 2026, from $1,034 million in the nine months ended January 31, 2025. Depreciation in the North America – Specialty segment (including non-rental depreciation) decreased by $2 million, or 0.5%, to $404 million in the nine months ended January 31, 2026, from $406 million in the nine months ended January 31, 2025. Depreciation in the United Kingdom segment (including non-rental depreciation) increased by $3 million, or 2.3%, to $132 million in the nine months ended January 31, 2026, from $129 million in the nine months ended January 31, 2025.

Current wording

Depreciation of rental equipment. Depreciation of rental equipment costs increased by $12 million, or 3%, to $470 million in the three months ended July 31, 2026, from $458 million in the three months ended July 31, 2025. The increase was primarily due to a larger fleet size and the continued impact of life cycle inflation on our fleet. Depreciation in the North America – General Tool segment (including non-rental depreciation) increased by $8 million, or 2%, to $359 million in the three months ended July 31, 2026, from $351 million in the three months ended July 31, 2025. Depreciation in the North America – Specialty segment (including non-rental depreciation) increased by $10 million, or 7%, to $146 million in the three months ended July 31, 2026, from $136 million in the three months ended July 31, 2025. Depreciation in the United Kingdom segment (including non-rental depreciation) decreased by $4 million, or 9%, to $41 million in the three months ended July 31, 2026, from $45 million in the three months ended July 31, 2025.

Previous wording

Cost of rental equipment sales. Cost of rental equipment sales decreased by $4 million, or 4.7%, to $82 million in the three months ended January 31, 2026, from $86 million in the three months ended January 31, 2025. This decrease was primarily due to the lower volume of used equipment sales in the period in the North America – General Tool segment, as discussed above. In the North America – General Tool segment, cost of rental equipment sales decreased by $7 million, or 11.5%, to $54 million in the three months ended January 31, 2026, from $61 million in the three months ended January 31, 2025. In the North America – Specialty segment, cost of rental equipment sales increased by $2 million, or 11.8%, to $19 million in the three months ended January 31, 2026, from $17 million in the three months ended January 31, 2025. In the United Kingdom segment, cost of rental equipment sales increased by $2 million, or 25.0%, to $10 million in the three months ended January 31, 2026, from $8 million in the three months ended January 31, 2025.

Current wording

Cost of rental equipment sales. Cost of rental equipment sales decreased by $20 million, or 22%, to $70 million in the three months ended July 31, 2026, from $90 million in the three months ended July 31, 2025. This decrease was primarily due to the lower volume of used equipment sales in the period, predominantly in the North America – General Tool segment, as discussed above. In the North America – General Tool segment, cost of rental equipment sales decreased by $15 million, or 25%, to $46 million in the three months ended July 31, 2026, from $61 million in the three months ended July 31, 2025. In the North America – Specialty segment, cost of rental equipment sales decreased by $7 million, or 30%, to $16 million in the three months ended July 31, 2026, from $23 million in the three months ended July 31, 2025. In the United Kingdom segment, cost of rental equipment sales increased by $2 million, or 33%, to $8 million in the three months ended July 31, 2026, compared with $6 million in the three months ended July 31, 2025.

Previous wording

Total cost of revenues. For the reasons explained above, total cost of revenues increased by $76 million, or 4.8%, to $1,653 million in the three months ended January 31, 2026, from $1,577 million in the three months ended January 31, 2025.

Current wording

Total cost of revenues. For the reasons explained above, total cost of revenues increased by $188 million, or 11%, to $1,866 million in the three months ended July 31, 2026, from $1,678 million in the three months ended July 31, 2025.

Previous wording

Non-rental depreciation and amortization increased by $2 million, or 1.8%, to $113 million in the three months ended January 31, 2026, from $111 million in the three months ended January 31, 2025. This increase reflects higher depreciation expenses on our non-rental assets, including our delivery vehicle fleet and property.

Current wording

Non-rental depreciation and amortization increased by $2 million, or 2%, to $115 million in the three months ended July 31, 2026, from $113 million in the three months ended July 31, 2025. This increase reflects higher depreciation expenses on our non-rental assets, including our delivery vehicle fleet and property.

Previous wording

Interest expense, net decreased by $9 million, or 8.4%, to $98 million in the three months ended January 31, 2026, from $107 million in the three months ended January 31, 2025. This decrease was primarily due to both lower average debt levels and lower average interest rates during the three months ended January 31, 2026, compared to the three months ended January 31, 2025.

Current wording

Interest expense, net increased by $12 million, or 13%, to $107 million in the three months ended July 31, 2026, from $95 million in the three months ended July 31, 2025. This increase was primarily due to higher average debt levels, partially offset by lower average interest rates during the three months ended July 31, 2026, compared to the three months ended July 31, 2025.

Previous wording

We anticipate that our principal short-term (over the next 12 months) and long-term needs for cash relating to our operations will be to fund (i) payment of operating expenses, (ii) purchases of rental equipment and inventory items offered for sale, (iii) servicing and repayment of debt, (iv) acquisitions, (v) payment of dividends, and (vi) share repurchases. We plan to fund such cash requirements primarily using borrowings available under our ABL Facility. However, we may also seek additional financing through, for example, the issuance of equity, debt securities and/or other borrowings.

Current wording

We anticipate that our principal short-term (over the next 12 months) and long-term needs for cash relating to our operations will be to fund (i) payment of operating expenses, (ii) purchases of rental equipment and inventory items offered for sale, (iii) servicing and repayment of debt, (iv) acquisitions, (v) payment of dividends, and (vi) share repurchases. We plan to fund such cash requirements through cash provided by operating activities and through borrowings available under our ABL Facility. However, we may also seek additional financing through, for example, the issuance of equity, debt securities and/or other borrowings.

Previous wording

As of January 31, 2026, we had cash and cash equivalents of $39 million (of which $6 million was held in Canadian dollars and $19 million in British pounds) and an available borrowing amount of $3,230 million ($3,468 million for covenant purposes) under our ABL Facility. We believe that our existing sources of cash, primarily through our ABL Facility, will be sufficient to support our liquidity and capital requirements over the next 12 months.

Current wording

As of July 31, 2026, we had cash and cash equivalents of $32 million (of which $4 million was held in Canadian dollars and $10 million in British pounds) and an available borrowing amount of $3,512 million under our ABL Facility. We believe that our existing sources of cash, both cash provided by operating activities and available through our ABL Facility, will be sufficient to support our liquidity and capital requirements over the next 12 months.

Previous wording

Net cash outflow used in investing activities decreased by $600 million, or 28.0%, to $1,541 million in the nine months ended January 31, 2026, from $2,141 million in the nine months ended January 31, 2025, primarily due to a reduction in payments for purchases of rental equipment, which were $1,440 million in the nine months ended January 31, 2026 compared to $2,054 million in the nine months ended January 31, 2025.

Current wording

Net cash outflow used in investing activities increased by $1,016 million, or 241%, to $1,438 million in the three months ended July 31, 2026, from $422 million in the three months ended July 31, 2025, primarily due to an increase in payments for purchases of rental equipment, which were $759 million in the three months ended July 31, 2026 compared to $394 million in the three months ended July 31, 2025, and payments for acquisitions of businesses, which were $667 million in the three months ended July 31, 2026 compared to $20 million in the three months ended July 31, 2025.

Previous wording

The Company has issued $6.2 billion principal amount in various issuances of senior notes (collectively, the “senior notes”). As of January 31, 2026, one senior note is classified as a current liability, while the others are classified as non-current.

Current wording

The Company has issued $7,400 million principal amount of various tranches of senior notes (collectively, the “senior notes”). As of July 31, 2026, one series of senior notes is classified as a current liability, while the others are classified as non-current liabilities. During the period, the Company issued two additional series of senior notes with a principal balance of $1,200 million.

Previous wording

The Company maintains an ABL facility with commitments of $4,750 million until November 2029. The amount utilized was $1,489 million (including letters of credit totaling $5 million).

Current wording

The Company maintains the ABL Facility with commitments of $4,750 million until November 2029. The amount utilized as of July 31, 2026 was $1,217 million (including letters of credit totaling $4 million).

Previous wording

There have been no material changes to our critical accounting policies as disclosed in the Registration Statement on Form 10.

Current wording

There have been no material changes to our critical accounting policies as disclosed in our annual report on Form 10-K for the year ended April 30, 2026.

Previous wording

Our CODM, is the primary individual in control of resource allocation between the segments. Segment performance and resource allocation are evaluated based on adjusted segment operating profit. The most significant allocation determinations made by the CODM using adjusted segment operating profit relate to purchases of rental equipment. These determinations are generally made throughout the year.

Current wording

Our Chief Operating Decision Maker (the “CODM”), is the primary individual in control of resource allocation between the segments. Segment performance and resource allocation are evaluated based on adjusted segment operating profit. The most significant allocation determinations made by the CODM using adjusted segment operating profit relate to purchases of rental equipment. These determinations are generally made throughout the year.

Previous wording

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

Current wording

(1) Staff costs comprise salaries and related benefits and retirement costs.

Previous wording

(2) Other segment items comprise repairs and maintenance, vehicle, facility and other miscellaneous costs.

Current wording

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

Previous wording

North America – Specialty. In the North America – Specialty segment, Equipment rentals revenue increased $36 million, or 4.4%, in the three months ended January 31, 2026, with average original equipment cost increasing 2.8%. Revenue increased despite the non-recurrence of hurricane response efforts, which we estimate contributed $25-$30 million in the three months ended January 31, 2025, and did not reoccur in the three months ended January 31, 2026. This increase in equipment rentals was offset by increases in certain variable costs of the business. Staff costs increased by $13 million or 7.8%, and other variable costs, such as internal rental repairs and costs to reposition our fleet to maximize utilization, increased as the business worked to maximize its fleet available to rent. Adjusted segment operating profit increased by $2 million, or 0.7%, to $271 million in the three months ended January 31, 2026, from $269 million in the three months ended January 31, 2025.

Current wording

North America – Specialty. In the North America – Specialty segment, equipment rentals revenue increased $216 million, or 25%, in the three months ended July 31, 2026, with the increase in average original equipment cost of 13% supporting volume growth. In addition, given the higher fuel prices coupled with higher demand in the quarter for certain ancillary services, revenues associated with fuel, pickup and delivery, and other ancillary services increased disproportionally to rental only revenue for North America - Specialty. This increase in equipment rentals was partially offset by increases in certain variable costs of the business. Staff costs increased by $33 million, or 19%, reflecting higher activity levels, while other variable costs, such as internal rental repairs and fuel costs also increased. Adjusted segment operating profit increased by $73 million, or 24%, to $373 million in the three months ended July 31, 2026, from $300 million in the three months ended July 31, 2025.

Previous wording

We use the KPIs “dollar utilization” and “original equipment cost" to evaluate our business, measure our performance, identify trends and make business decisions. These measures are not directly comparable to, and should not be considered a substitute for, financial information presented in accordance with U.S. GAAP, and may differ from similarly titled metrics or measures presented by other companies.

Current wording

We use the KPIs “dollar utilization” and “original equipment cost” (or “OEC”) to evaluate our business, measure our performance, identify trends and make business decisions. These measures are not directly comparable to, and should not be considered a substitute for, financial information presented in accordance with U.S. GAAP, and may differ from similarly titled metrics or measures presented by other companies.

Previous wording

We consider “dollar utilization” to be a KPI on a segment basis. Dollar utilization reflects the ratio of rental revenue earned from equipment compared with the original cost of equipment. Dollar utilization is calculated as revenue from Equipment Rentals in each month during the preceding twelve-month period divided by average fleet at original cost measured during such period, in each case on a segment basis. Dollar utilization is influenced by various factors, including the average original equipment cost of our rental fleet, the level of physical utilization of our rental fleet, customer rental rates, ancillary rental revenues, inflation, as well as customer and product mix.

Current wording

We consider “dollar utilization” to be a KPI on a segment basis. Dollar utilization reflects the ratio of rental revenue earned from equipment compared with the original cost of equipment. Dollar utilization is calculated as (i) revenue from equipment rentals in each month during the preceding twelve-month period divided by (ii) average original equipment cost of our fleet measured during such period, in each case on a segment basis. Dollar utilization is influenced by various factors, including the average original equipment cost of our rental fleet, the level of physical utilization of our rental fleet, customer rental rates, ancillary rental revenues, inflation, as well as customer and product mix.

Previous wording

We consider "original equipment cost" ("OEC") to be a KPI on a segment basis. OEC reflects the original cost of our equipment on rent.

Current wording

We consider original equipment cost to be a KPI on a segment basis. OEC reflects the original cost of our equipment on rent.

Previous wording

The consolidated financial statements included elsewhere in this document have been prepared in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures provide additional meaningful financial information that may be relevant when assessing its ongoing performance. We use the non-GAAP financial measures "EBITDA," "EBITDA margin," “adjusted EBITDA,” “adjusted EBITDA margin,” “free cash flow,” and "adjusted operating profit." These financial measures are not defined or recognized under U.S. GAAP and are presented because we believe that these measures provide both management and users of our consolidated financial statements with useful additional information when evaluating our operating and financial performance. However, these non-GAAP financial measures should not be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. They should not be viewed as alternatives to operating income (loss), net income (loss), operating cash flows, or other measures of financial performance or liquidity presented in accordance with U.S. GAAP. Consequently, the methodology used for their calculation may not be consistent with that adopted by other companies and, therefore, the non-GAAP measures presented may not be comparable with those of other companies. Some of the limitations of non-GAAP measures are that: (i) they do not reflect our cash expenditures or future requirements for capital investments or contractual commitments; (ii) they do not reflect changes in, or cash requirements for, our working capital needs; and (iii) they do not reflect the significant interest expense or cash requirements necessary to service interest or principal payments on our debt.

Current wording

The condensed consolidated financial statements included elsewhere in this document have been prepared in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures provide additional meaningful financial information that may be relevant when assessing its ongoing performance. We use the non-GAAP financial measures “EBITDA,” “EBITDA margin,” “adjusted EBITDA,” “adjusted EBITDA margin,” “free cash flow” and “adjusted operating profit.” These financial measures are not defined or recognized under U.S. GAAP and are presented because we believe that these measures provide both management and users of our condensed consolidated financial statements with useful additional information when evaluating our operating and financial performance. However, these non-GAAP financial measures should not be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. They should not be viewed as alternatives to operating income (loss), net income (loss), operating cash flows, or other measures of financial performance or liquidity presented in accordance with U.S. GAAP. Consequently, the methodology used for their calculation may not be consistent with that adopted by other companies and, therefore, the non-GAAP measures presented may not be comparable with those of other companies. Some of the limitations of non-GAAP measures are that: (i) they do not reflect our cash expenditures or future requirements for capital investments or contractual commitments; (ii) they do not reflect changes in, or cash requirements for, our working capital needs; and (iii) they do not reflect the significant interest expense or cash requirements necessary to service interest or principal payments on our debt.

Previous wording

We use the non-GAAP measures “EBITDA,” "EBITDA margin," “adjusted EBITDA,” and “adjusted EBITDA margin” to evaluate our overall financial performance. The composition of these measures is not addressed or prescribed by U.S. GAAP. We define EBITDA as net income before provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA before stock based compensation expense, net and restructuring costs, which in the fiscal year ended April 30, 2025 relate to costs associated with the Redomiciliation and U.S. Listing and in the nine months ended January 31, 2026 relate to costs associated with the Redomiciliation and U.S. Listing and the operational restructure of the United Kingdom segment. These items are excluded from adjusted EBITDA to allow investors to make a more meaningful comparison between our core performance over different periods of time, as well as with those of similar companies. EBITDA margin is defined as EBITDA divided by total revenues. Adjusted EBITDA margin is defined as adjusted EBITDA divided by total revenues.

Current wording

We use the non-GAAP measures “EBITDA,” “EBITDA margin,” “adjusted EBITDA,” and “adjusted EBITDA margin” to evaluate our overall financial performance. The composition of these measures is not addressed or prescribed by U.S. GAAP. We define EBITDA as net income before provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA before stock-based compensation expense, net and restructuring costs, which relate to costs associated with the Redomiciliation and U.S. Listing and in the three months ended July 31, 2026, the operational restructure of the United Kingdom segment. These items are excluded from adjusted EBITDA to allow investors to make a more meaningful comparison between our core performance over different periods of time, as well as with those of similar companies. EBITDA margin is defined as EBITDA divided by total revenues. Adjusted EBITDA margin is defined as adjusted EBITDA divided by total revenues.

Previous wording

(1) Restructuring costs relate to staff, impairment and other costs incurred in relation to the Redomiciliation and U.S. Listing and, in the three and nine months ended January 31, 2026, the operational restructure of the United Kingdom segment.

Current wording

(1)Restructuring costs relate to staff and other costs incurred in relation to the Redomiciliation and U.S. Listing and, in the three months ended July 31, 2026, the operational restructure of the United Kingdom segment.

Previous wording

The table below presents a reconciliation of the non-GAAP measures free cash flow to net cash provided by operating activities, which represents, in management’s view, the most directly comparable U.S. GAAP measure, for the periods indicated.

Current wording

The table below presents a reconciliation of the non-GAAP measure free cash flow to net cash provided by operating activities, which represents, in management’s view, the most directly comparable U.S. GAAP measure, for the periods indicated.