EquipmentShare.com Inc
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001693736-26-000030
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 997 previous paragraphs and 1024 current paragraphs.
512 unchanged; 327 reworded; 161 added; 139 removed; 19 previous and 24 current paragraphs rearranged.
Tables are not compared: 17 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 (161)
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under management.
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rental branch locations from 342 as of September 30, 2025 to 408 as of September 30, 2026, an increase of 66 new
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months ended September 30, 2026 and 2025, respectively,$704 million and$512 million for thenine months ended
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$945 million for thethree months ended September 30, 2025, an increase of$523 million, or 55%. Our four sources
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revenue for thethree months ended September 30, 2026, compared to 71% of our revenue for thethree months
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ended September 30, 2026, compared to$672 million for thethree months ended September 30, 2025, an increase of
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$313 million, or 47%. Approximately$215 million of the increase in equipment rental and related services revenue
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September 30, 2026, and increased the size of our fleet from 235,044 units to 302,865 units of equipment under
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changes increased equipment rental and related services revenue by$98 million.
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September 30, 2026, compared to 18% of our revenue for thethree months ended September 30, 2025. Equipment
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sales revenue was$294 million for thethree months ended September 30, 2026, compared to$167 million for the
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by T3.
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September 30, 2025. Equipment parts and supplies and services revenue was$122 million for thethree months
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2025 to 408 locations as of September 30, 2026. Equipment parts and supplies and services revenue increased$31
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addition of 66 full-service branch locations.
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telematics was$36 million for thethree months ended September 30, 2026, compared to$15 million for thethree
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months ended September 30, 2025, an increase of$21 million or 140%. This increase was primarily due to an
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materials and hardware retail stores was$31 million for thethree months ended September 30, 2026, compared to
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addition of 9 building materials and hardware retail stores.
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compared to$639 million for thethree months ended September 30, 2025, an increase of$367 million, or 57%. Our
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2026, compared to$220 million for thethree months ended September 30, 2025, an increase of$138 million, or
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66 full-service branch locations, which increased from 342 locations as of September 30, 2025 to 408 locations, and
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the increase of the rental fleet under our management as of September 30, 2026. The additional operating locations
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2026 compared to$185 million for thethree months ended September 30, 2025, an increase of$69 million, or 37%.
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OWN program payouts by$5 million.
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ended September 30, 2026, compared to$130 million for thethree months ended September 30, 2025, an increase of
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$113 million, or 87%. This increase was primarily due to a$124 million increase in equipment sales cost of
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end users.
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thethree months ended September 30, 2026, compared to 13% of our cost of revenues for thethree months ended
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September 30, 2025. Depreciation and amortization was$108 million for thethree months ended September 30,
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2026, compared to$85 million for thethree months ended September 30, 2025, an increase of$23 million, or 27%.
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for thethree months ended September 30, 2026, compared to$242 million for thethree months ended September
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$75 million for thethree months ended September 30, 2025, an increase of$13 million, or 17%. This increase was
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revolving credit facilities.
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and as a result of lower miscellaneous income of$19 million due to higher realized and unrealized net gains on
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investments in the prior year.
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development tax credits.
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income tax provision.
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Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
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$2,808 million for thenine months ended September 30, 2025, an increase of$1,097 million, or 39%. Our four
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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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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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growth of the OWN Program. Institutional investors and ABS entities, family offices, and high net worth individuals
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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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related services revenue generated.
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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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of our fleet from 218,035 units to 280,699 units of equipment under management as of June 30, 2025 and 2026,
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services revenue by$42 million.
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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 increased$13 million from mature branch locations
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$34 million for thethree months ended June 30, 2026, compared to$10 million for thethree months ended June 30,
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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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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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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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three months ended June 30, 2026, compared to 9% of our cost of revenues for thethree months ended June 30,
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Depreciation and amortization was$98 million for thethree months ended June 30, 2026, compared to$78
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million for thethree months ended June 30, 2025, an increase of$20 million, or 26%. This increase was primarily
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for thethree months ended June 30, 2026, compared to$229 million for thethree months ended June 30, 2025, an
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credit facilities.
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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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equity securities.
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tax credits.
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operating income, partially offset by$27 million of higher income tax provision.
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Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025
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million for thesix months ended June 30, 2025, an increase of$573 million, or 31%. Our four sources of revenues
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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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September 30, 2026, we operated 408 full-service branch locations,9 standalone dealership sites, and 31 building
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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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materials and hardware retail stores across 45 states, with a diversified managed fleet portfolio of more than 302,000
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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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pieces of equipment and approximately 430,000 trackers operating on our T3 platform. As of September 30, 2026,
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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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we had 9,734 employees who support us in solving industry inefficiencies by providing smart jobsite technology, as
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operating our equipment rental and retail and service centers.
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well as 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 June 30, 2026,189,961
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(“OEM”) and financial institutions, or (iii) lease as lessee under our OWN Program. As of September 30, 2026,
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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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208,390 pieces of equipment were owned by us;997 pieces of equipment were leased by us as a lessee under
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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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operating lease arrangements with third parties such as OEMs and financial institutions; and 93,478 pieces of
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leased by us as lessee, and rented by us to our customers, under our OWN Program. Leased equipment refers to
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equipment were leased by us as lessee, and rented by us to our customers, under our OWN Program. Leased
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equipment subject to operating lease contracts with third parties such as OEMs and financial institutions in which
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equipment refers to equipment subject to operating lease contracts with third parties such as OEMs and financial
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we have contracted use of the equipment for a defined period. OWN Program equipment refers to equipment sold to
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institutions in which we have contracted use of the equipment for a defined period. OWN Program equipment refers
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OWN Program participants and subsequently leased back and operated by us under the OWN Program lease and
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to equipment sold to OWN Program participants and subsequently leased back and operated by us under the OWN
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revenue-sharing structure. Both leased and OWN Program equipment are part of our equipment under management.
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Program lease and revenue-sharing structure. Both leased and OWN Program equipment are part of our equipment
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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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for total revenue increasing from$945 million for thethree months ended September 30, 2025 to$1,468 million for
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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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thethree months ended September 30, 2026, or at a growth rate of 55.3%, and$2,808 million for thenine months
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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 September 30, 2025 to$3,905 million for thenine months ended September 30, 2026, or at a growth rate of
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equipment rental branch locations. In conjunction with the opening of these new full-service equipment rental
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full-service equipment rental branch locations. In conjunction with the opening of these new full-service equipment
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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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rental branch locations, we incurred$168 million and$186 million of new market start-up costs during thenine
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We correspondingly increased our fleet size from 218,035 units of equipment under management as of
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We correspondingly increased our fleet size from 235,044 units of equipment under management as of
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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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September 30, 2025 to 302,865 as of September 30, 2026, reflecting the growth in original equipment cost (“OEC”)
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management, which includes equipment we own and rent to customers, as well as equipment owned by third parties
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under management, which includes equipment we own and rent to customers, as well as equipment owned by third
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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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parties and leased by us, as lessee through our OWN Program, and rented to our customers, from$8,053 million as
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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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of September 30, 2025 to$10,663 million as of September 30, 2026, or an increase of 32%.
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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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with rental equipment that is purchased. OWN Program payouts were$254 million and$185 million for thethree
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June 30, 2026 and 2025, respectively. This expansion increases cost of revenues (before depreciation expense) and
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September 30, 2026 and 2025, respectively. This expansion increases cost of revenues (before depreciation expense)
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decreases depreciation expense and interest expense, which affects gross profit (before depreciation expense),
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and decreases depreciation expense and interest expense, which affects gross profit (before depreciation expense),
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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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growth of revenue. Total equipment rental fleet OEC under our management increased$2,610 million, or 32%, 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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$8,053 million as of September 30, 2025 to$10,663 million as of September 30, 2026. The total equipment rental
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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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fleet OEC enrolled in the OWN Program grew by$1,605 million, or 39%, Company-owned equipment rental fleet
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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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OEC grew by$1,049 million, or 28%, and the equipment rental fleet OEC under operating leases decreased by$44
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during the same period. During thesix months ended June 30, 2026, OWN Program payouts increased 38%
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million during the same period. During thenine months ended September 30, 2026, OWN Program payouts
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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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increased 38% compared to thenine months ended September 30, 2025; of that increase,40% was attributed to the
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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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growth of the average equipment rental fleet OEC enrolled in the OWN Program. Because the OWN Program
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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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payouts are variable and primarily based on the amount of rental revenue generated by the applicable equipment
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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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during the period, changes in demand from our customers for specific types of rental equipment affects the amount
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and other third parties, sales to wholesalers, brokered sales, and auctions. We generate revenue from the sale of new
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sales to wholesalers, brokered sales, and auctions. We generate revenue from the sale of new and used equipment,
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and used equipment, which we present net of sales and other tax amounts collected from customers and remitted to
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which we present net of sales and other tax amounts collected from customers and remitted to government
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government authorities. When we act as agent in connection with the sale of new equipment to, for example, a
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authorities. When we act as agent in connection with the sale of new equipment to, for example, a contractor or an
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contractor or an OWN Program participant, among other reasons, we present revenue from the sale of such
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OWN Program participant, among other reasons, we present revenue from the sale of such equipment net in our
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equipment net in our consolidated statements of net income. When we are the principal in the transaction, we present
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consolidated statements of net income. When we are the principal in the transaction, we present revenue from the
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months ended September 30, 2026 and 2025, respectively.
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of equipment rental and related services revenue generated.
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8% of our revenue for thethree months ended September 30, 2026, compared to 7% for thethree months ended
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of the controlling interests in The Morey Corporation (“Morey”), a business that designs, manufactures, and sells
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custom electronic components, including telematics tracker devices and cloud-based access control keypads.
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$21 million for thethree months ended September 30, 2025, an increase of$10 million primarily attributable to the
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discrete excess tax benefits from stock-based compensation, and the Texas franchise tax, offset by research and
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equipment under management as of September 30, 2025 and 2026, respectively. Changes in the mix of equipment
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increase in revenues related to the sale of custom electronic components following our September 2025 acquisition
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This increase was primarily due to a$54 million increase in depreciable equipment expense on rental equipment due
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million increase in amortization expense on capitalized software due to an increase in average capitalized costs
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locations also resulted in higher facilities and non-rental vehicles lease expense and associated costs of$35 million.
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the expected full-year income and related tax expense, partially offset by discrete excess tax benefits from stock-
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due to$93 million of higher operating income, partially offset by$37 million of higher total other expense, net and
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EBITDA also excludes operating expenses related to OWN Program payouts, depreciation expense on rental equipment, and amortization
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expenses for each segment exclude depreciation expense related to our property and other fixed assets. Depreciation expense related to our
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growth sites, and an increase in equipment rental fleet OEC under our management, from$8,053 million as of
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increase was primarily due to an increase of$19 million in revenues related to the sale of custom electronic
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manufactures, and sells custom electronic components, including telematics tracker devices and cloud-based access
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30, 2026 and 2025 (in millions):
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growth sites, and an increase in equipment rental fleet OEC under our management, from$8,053 million as of
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manufactures, and sells custom electronic components, including telematics tracker devices and cloud-based access
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and other changes in working capital.
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equipment purchases through the issuance of ABS.
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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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Equipment parts and supplies and services revenue was$88 million for thethree months ended June 30, 2026,
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revenues over the period are further discussed below:
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over the period are further discussed below:
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Approximately$364 million of the increase in equipment rental and related services revenue is driven by an increase
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respectively. Changes in the mix of equipment rented and price changes increased equipment rental and related
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construction equipment to existing and new participants in our OWN Program, including third parties who have
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and hardware across our building materials and hardware retail stores was$48 million for thesix months ended
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This increase was primarily due to an increase of$20 million in equipment sales to contractors and other end users
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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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and non-rental vehicles lease expense and associated costs of$22 million. The growth of our business and expansion
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excludes operating expenses related to OWN Program payouts, depreciation expense on rental equipment, and amortization expense on
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The increase in segment total revenues was offset by increases of$96 million in segment cost of revenues and$47
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equipment under our management as of June 30, 2025 and 2026, respectively, driven by OWN Program demand.
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The increase in segment total revenues was offset by increases of$145 million in segment cost of revenues and$90
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million in segment selling, general and administrative expenses.
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The increase in Segment Adjusted EBITDA was primarily attributed to higher gross margins on equipment sales.
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have financed equipment purchases through the issuance of ABS.
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12.5 basis points and 37.5 basis points.