EquipmentShare.com Inc
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001628280-26-034842
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001693736-26-000020
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 788 previous paragraphs and 997 current paragraphs.
491 unchanged; 213 reworded; 203 added; 78 removed; 6 previous and 90 current paragraphs rearranged.
Tables are not compared: 13 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (203)
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operating results.
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June 30, 2025 to$2,437 million for thesix months ended June 30, 2026, or at a growth rate of 31%.
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ended June 30, 2026 and 2025, respectively.
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Participants in the OWN Program include institutional investors and ABS entities, family offices, high net
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worth individuals, and other third parties. Since 2024, OEC under management increased by $3.7 billion due to
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represented 45%, 29%, and 26%, respectively, of the increase in OEC under management. OWN Program
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transactions provide an attractive cost of capital. For the six months ended June 30, 2026, we estimate that OWN
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Program transactions represented a cost of capital of approximately 7.0%, as compared to our 7.2% weighted
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average cost of debt for the same time period.
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months ended June 30, 2026 and 2025, respectively,$451 million and$328 million for thesix months ended
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growth of revenue. Total equipment rental fleet OEC under our management increased$2,491 million, or 34%, from
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$7,360 million as of June 30, 2025 to$9,851 million as of June 30, 2026. The total equipment rental fleet OEC
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by$929 million, or 28%, and the equipment rental fleet OEC under operating leases decreased by$65 million
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during the same period. During thesix months ended June 30, 2026, OWN Program payouts increased 38%
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related services revenue generated.
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other miscellaneous income.
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revenue for thethree months ended June 30, 2026, compared to 50% of our revenue for thethree months ended
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June 30, 2026, compared to$577 million for thethree months ended June 30, 2025, an increase of$238 million, or
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41%. Approximately$196 million of the increase in equipment rental and related services revenue is driven by an
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management from$7,360 million as of June 30, 2025 to$9,851 million as of June 30, 2026, and increased the size
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services revenue by$42 million.
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Equipment sales. Equipment sales revenue accounted for 33% of our revenue for thethree months ended
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June 30, 2026, compared to 42% of our revenue for thethree months ended June 30, 2025. Equipment sales revenue
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was$483 million for thethree months ended June 30, 2026, compared to$478 million for thethree months ended
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6% of our revenue for thethree months ended June 30, 2026, compared to 6% for thethree months ended June 30,
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Equipment parts and supplies and services revenue was$88 million for thethree months ended June 30, 2026,
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2025, an increase of$24 million or 240%. This increase was primarily due to an increase in revenues related to the
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$29 million for thethree months ended June 30, 2026, compared to$12 million for thethree months ended June 30,
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stores.
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$854 million for thethree months ended June 30, 2025, an increase of$184 million, or 22%. Our sources of cost of
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compared to$181 million for thethree months ended June 30, 2025, an increase of$96 million, or 53%. The
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service branch locations, which increased from 324 locations as of June 30, 2025 to 391 locations as of June 30,
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compared to$173 million for thethree months ended June 30, 2025, an increase of$61 million, or 35%.
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in demand for specific types of rental equipment and the mix of equipment rented partially offset the increase in
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OWN program payouts by$8 million.
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ended June 30, 2026, compared to$411 million for thethree months ended June 30, 2025, a decrease of$17 million,
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or 4%. This decrease was primarily due to a$14 million reduction in equipment sales cost of revenues associated
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with sales to existing and new participants in the OWN Program and a$3 million decrease in equipment sales cost
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of revenues resulting from lower equipment sales to contractors and other end users.
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$11 million for thethree months ended June 30, 2025, an increase of$24 million or 218%. This increase was
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future operating results.
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Company’s management increased$2,052 million, or 29%, from$7,013 million as of March 31, 2025 to$9,065
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million, or 39%, Company-owned equipment rental fleet OEC grew by$717 million, or 22%, and the equipment
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rental fleet OEC under operating leases decreased by$79 million during the same period. During the three months
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ended March 31, 2026, OWN Program payouts increased 41% compared to the three months ended March 31, 2025;
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Equipment Parts, Supplies, and Services
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Gain on the sale of properties and other assets primarily relate to properties in sale leaseback transactions with
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other parties.
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69% of our revenue for the three months ended March 31, 2026, compared to 69% of our revenue for the three
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months ended March 31, 2026, compared to$495 million for the three months ended March 31, 2025, an increase of
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$188 million, or 38%. Approximately$144 million of the increase in equipment rental revenue and related services
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changes increased in equipment rental and related services revenue by$44 million.
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Equipment sales revenue. Equipment sales revenue accounted for 18% of our revenue for the three months
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ended March 31, 2026, compared to 20% of our revenue for the three months ended March 31, 2025. Equipment
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sales revenue was$179 million for the three months ended March 31, 2026, compared to$145 million for the three
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our revenue for the three months ended March 31, 2026, compared to 8% for the three months ended March 31,
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Equipment parts, supplies, and services revenue was$77 million for the three months ended March 31, 2026,
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compared to$58 million for the three months ended March 31, 2025, an increase of$19 million, or 33%. This
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March 31, 2025, an increase of$21 million, or 210%. This increase was primarily due to an increase in monthly
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March 31, 2026, compared to$8 million for the three months ended March 31, 2025, anincreaseof$11 million
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$516 million for the three months ended March 31, 2025, an increase of$186 million, or 36%.
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compared to$171 million for the three months ended March 31, 2025, an increase of$51 million, or 30%. The
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79 full-service branch locations, which increased from 292 locations as of March 31, 2025 to 371 locations as of
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March 31, 2026, partially offset by a decrease in equipment operating lease expense of$1 million due to the
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compared to$154 million for the three months ended March 31, 2025, an increase of$63 million, or 41%.
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in 19 new full-service branch locations during the three months ended March 31, 2026.
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ended March 31, 2026, compared to$113 million for the three months ended March 31, 2025, an increase of$33
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OWN Program resulting in a increase in equipment sales cost of revenues of$10 million, and an increase of$23
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base through our expansion of full-service branch locations, which increased from 292 as of March 31, 2025 to 371
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as of March 31, 2026, also contributed to the increase in equipment sales cost of revenues.
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$8 million for the three months ended March 31, 2025, an increase of$20 million primarily attributed to the addition
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the three months ended March 31, 2026, compared to 14% of our cost of revenues for the three months ended
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March 31, 2025. Depreciation and amortization was$89 million for the three months ended March 31, 2026,
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platform.
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for the three months ended March 31, 2026, compared to$210 million for the three months ended March 31, 2025,
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Interest expense, net. Interest expense, net, was$70 million for the three months ended March 31, 2026,
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compared to$63 million for the three months ended March 31, 2025, an increase of$7 million, or 11%. This
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asset-based revolving credit facilities.
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Although the Company incurred a loss in the current interim period, it anticipates generating taxable income for the
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March 31, 2026, we operated 371 full-service branch locations,9 standalone dealership sites, and 27 building
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June 30, 2026, we operated 391 full-service branch locations,9 standalone dealership sites, and 30 building
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materials and hardware retail stores across 45 states, with a diversified managed fleet portfolio of more than 262,000
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materials and hardware retail stores across 45 states, with a diversified managed fleet portfolio of more than 280,000
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pieces of equipment and approximately 357,000 trackers operating on our T3 platform. As of March 31, 2026, we
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pieces of equipment and approximately 394,000 trackers operating on our T3 platform. As of June 30, 2026, we had
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had 8,502 employees who support us in solving industry inefficiencies by providing smart jobsite technology, as
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9,203 employees who support us in solving industry inefficiencies by providing smart jobsite technology, as well as
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well as operating our equipment rental and retail and service centers.
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operating our equipment rental and retail and service centers.
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(“OEM”) and financial institutions, or (iii) lease as lessee under our OWN Program. As of March 31, 2026,179,322
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(“OEM”) and financial institutions, or (iii) lease as lessee under our OWN Program. As of June 30, 2026,189,961
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pieces of equipment were owned by us;848 pieces of equipment were leased by us as a lessee under operating lease
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pieces of equipment were owned by us;963 pieces of equipment were leased by us as a lessee under operating lease
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arrangements with third parties such as OEMs and financial institutions; and 82,480 pieces of equipment were
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arrangements with third parties such as OEMs and financial institutions; and 89,775 pieces of equipment were
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securities (“ABS”). To satisfy this demand, the Company has organized for these investors sales of large packages
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securities (“ABS”). To satisfy this demand, we have organized for these investors sales of large packages of
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of equipment and has conducted these sales on an episodic basis. Accordingly, period-over-period comparisons may
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equipment and have conducted these sales on an episodic basis. Accordingly, period-over-period comparisons may
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not reflect underlying trends and fluctuations in our operating results and makes it difficult for us to predict our
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not reflect underlying trends and fluctuations in our operating results and make it difficult for us to predict our future
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for total revenue increasing from $716 million for the three months ended March 31, 2025 to$989 million for the
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for total revenue increasing from$1,147 million for thethree months ended June 30, 2025 to$1,449 million for the
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three months ended March 31, 2026, or at an annual growth rate of 38%.
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three months ended June 30, 2026, or at a growth rate of 26.3%, and$1,864 million for thesix months ended
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rental branch locations from 292 as of March 31, 2025 to 371 as of March 31, 2026, an increase of 79 new full-
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rental branch locations from 324 as of June 30, 2025 to 391 as of June 30, 2026, an increase of 67 new full-service
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service equipment rental branch locations. In conjunction with the opening of these new full-service equipment
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equipment rental branch locations. In conjunction with the opening of these new full-service equipment rental
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rental branch locations, we incurred$50 million and$55 million of new market startup costs during the three
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branch locations, we incurred$109 million and$116 million of new market start-up costs during thesix months
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We correspondingly increased our fleet size from 207,366 units of equipment under management as of
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We correspondingly increased our fleet size from 218,035 units of equipment under management as of
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March 31, 2025 to 262,650 as of March 31, 2026, reflecting the growth in original equipment cost (“OEC”) under
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June 30, 2025 to 280,699 as of June 30, 2026, reflecting the growth in original equipment cost (“OEC”) under
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and leased by us, as lessee through our OWN Program, and re-rented to customers, from$7,013 million as of
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and leased by us, as lessee through our OWN Program, and rented to our customers, from$7,360 million as of
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March 31, 2025 to$9,065 million as of March 31, 2026, or an increase of 29%.
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June 30, 2025 to$9,851 million as of June 30, 2026, or an increase of 34%.
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T3 platform, to be rented to third party users. Rental revenue generated from equipment enrolled under the OWN
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T3 platform, to be rented to our customers. Rental revenue generated from equipment enrolled under the OWN
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investors and ABS entities, high-net-worth individuals, family offices, and other third parties.
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growth of the OWN Program. Institutional investors and ABS entities, family offices, and high net worth individuals
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several add-on services to the owner of the equipment. Participants in the OWN Program include institutional
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several add-on services to the owner of the equipment.
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this portion of our managed fleet growth without taking on additional debt and increasing our debt costs. When
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this portion of our managed fleet growth without incurring additional debt. When rental equipment is enrolled in the
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rental equipment is enrolled in the OWN Program, rather than purchased and owned by us, we incur lease expense
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OWN Program, rather than purchased and owned by us, we incur lease expense in the form of OWN Program
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in the form of OWN Program payouts, which are recorded as cost of revenues, instead of depreciation expense and
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payouts, which are recorded as cost of revenues, instead of depreciation expense and interest expense associated
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interest expense associated with rental equipment that is purchased. OWN Program payouts were$217 million and
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with rental equipment that is purchased. OWN Program payouts were$234 million and$173 million for thethree
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$154 million for the three months ended March 31, 2026 and 2025, respectively. This expansion increases cost of
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June 30, 2026 and 2025, respectively. This expansion increases cost of revenues (before depreciation expense) and
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revenues (before depreciation expense) and decreases depreciation expense and interest expense, which affects gross
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decreases depreciation expense and interest expense, which affects gross profit (before depreciation expense),
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profit (before depreciation expense), EBITDA (which we define and calculate as net income before interest expense,
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EBITDA (which we define and calculate as net income before interest expense, income taxes, depreciation expense
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income taxes, depreciation expense and amortization expense, and non-cash stock compensation expense), and
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and amortization expense, and non-cash stock compensation expense), and EBITDA margins. We expect to further
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EBITDA margins. We expect to further increase our usage of the OWN Program, which will increase OWN
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increase our usage of the OWN Program, which will increase OWN Program payouts in cost of revenues and reduce
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Program payouts in cost of revenues and reduce gross profit (before depreciation) and EBITDA margins, as
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gross profit (before depreciation) and EBITDA margins, as compared to rental equipment that is purchased and
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plus depreciation have grown at a faster rate than the growth of revenue. Total equipment rental fleet OEC under the
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placed in our rental fleet. In addition, OWN Program payouts plus depreciation have grown at a faster rate than the
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million as of March 31, 2026. The total equipment rental fleet OEC enrolled in the OWN Program grew by$1,414
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enrolled in the OWN Program grew by$1,627 million, or 42%, Company-owned equipment rental fleet OEC grew
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of that increase,41% was attributed to the growth of the average equipment rental fleet OEC enrolled in the OWN
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compared to thesix months ended June 30, 2025; of that increase,41% was attributed to the growth of the average
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Program. Because the OWN Program payouts are variable and primarily based on the amount of rental revenue
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equipment rental fleet OEC enrolled in the OWN Program. Because the OWN Program payouts are variable and
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generated by the applicable equipment during the period, changes in demand from our customers for specific types
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primarily based on the amount of rental revenue generated by the applicable equipment during the period, changes in
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of rental equipment affects the amount of equipment rental and related services revenue generated.
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demand from our customers for specific types of rental equipment affects the amount of equipment rental and
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leasehold improvements, furniture, fixtures, office equipment, and capitalized startup costs are classified within
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leasehold improvements, furniture, fixtures, office equipment, and capitalized start-up costs are classified within
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Equipment Parts and Supplies and Services
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over the period are further discussed below:
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Platform revenue. Platform revenue accounted for 4% of our revenue for thethree months ended June 30, 2026,
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Morey Corporation (“Morey”), a business that designs, manufactures, and sells custom electronic components,
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construction materials, building supplies, and hardware across our building materials and hardware retail stores was
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enrolled in the OWN Program, which grew from$3,732 million in 2025 to$5,238 million in 2026, or 40%. Changes
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primarily attributed to the addition of 14 hardware retail stores and the acquisition of Morey in September 2025.
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Depreciation and amortization. Depreciation and amortization accounted for 9% of our cost of revenues for the
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income of$4 million due to interest and dividend income and unrealized net gains, on various investments held in
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applicable federal and state statutory tax rates and the effective income tax rates for the income tax benefit recorded
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by us are primarily due to nondeductible expenses and the Texas franchise tax, offset by research and development
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operating income, partially offset by$27 million of higher income tax provision.
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over the period are further discussed below:
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Equipment rental and related services. Equipment rental and related services revenue accounted for 61% of our
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in construction demand in the U.S., our strategy to increase our geographical presence, and value afforded our
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customers from our T3 platform. Accordingly, we increased the number of our full-service equipment rental branch
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construction equipment to existing and new participants in our OWN Program, including third parties who have
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used equipment to contractors and other end users. As we increase the size of our OWN Program, transactions with
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OWN Program participants may result in a higher percentage of our revenue being attributable to an OWN Program
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participant for the period during which one or more equipment sale transactions with such party occurred. We have
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owners get real-time data on usage, health, and performance of the machines rented exclusively by EquipmentShare
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and re-rented to our customers. The OWN Program has allowed us to scale the fleet OEC under our management in
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order to meet customer demand for construction equipment enabled by T3.
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Equipment parts and supplies and services. Equipment parts and supplies and services revenue accounted for
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was primarily due to our expansion into new markets, resulting in additional full-service branch locations added to
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Equipment parts and supplies and services revenue increased$17 million from mature branch locations
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primarily attributed to the expansion of our product and service offering in mature branch locations, and$20 million
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from new branch locations open less than 24 months as a result of the addition of 67 full-service branch locations.
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of the controlling interests in Morey. Platform revenue from the sale of construction materials, building supplies,
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in direct operating costs is primarily due to the expansion of our footprint through the addition of 67 full-service
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maintenance, and other site operating costs of$103 million.
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Approximately$134 million of the increase is attributed to the growth of the average fleet OEC under management
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primarily due to our ability to reach a greater customer base through our expansion of full-service branch locations,
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to an increase in depreciable equipment expense on rental equipment due to an increase in average cost of owned
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equipment in our rental equipment, and a$5 million increase in amortization expense on capitalized software due to
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an increase in average capitalized costs related to the continued development of our T3 platform.
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Selling, general and administrative expenses. Selling, general and administrative expenses were$603 million
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attributed to our expansion of full-service branch locations and growth strategy. To support our expansion, we hired
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592 additional staff resulting in an increase of$60 million in selling, general and administrative expense associated
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with higher payroll, benefits and travel costs. Our expansion of full-service locations also resulted in higher facilities
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compared to rental equipment that is purchased and placed in our rental fleet. In addition, OWN Program payouts
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Gain on Sale of Properties and Other Assets
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designs, manufactures, and sells custom electronic components, including telematics tracker devices and cloud-
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Program payouts, depreciation expense on rental equipment, and amortization expense on capitalized software and intangible assets. These
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are significant: OWN Program payouts, depreciation expense on rental equipment, and amortization expense on capitalized software and
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31, 2025. There have been no material changes to our critical accounting policies and estimates during the quarter