SUNB 10-Q
Sunbelt Rentals Holdings, Inc. (SUNB)
10-Q
2026-09-09
For: 2026-07-31
View Original
Added on
September 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number 001-43081
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(803 ) 578-5800
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The registrant had outstanding 409,764,897 shares of common stock as of September 4, 2026.
Page | ||||||||
Part I. | ||||||||
Financial Statements | ||||||||
Unaudited Condensed Consolidated Financial Statements | ||||||||
Item 5. | Other Information | |||||||
1
CERTAIN TERMS
Unless otherwise specified or the context otherwise requires, references to years indicate our fiscal year ended April 30 of the respective year. For example, references to “fiscal 2026” or similar references refer to the fiscal year ended April 30, 2026, and references to “the first quarter of fiscal 2027” refer to the quarter ended July 31, 2026. References to the “Scheme” or “Redomiciliation” refer to the restructuring transaction that resulted in (i) Ashtead Group plc becoming a direct, wholly owned subsidiary of Sunbelt Rentals Holdings, Inc., (ii) the shareholders of Ashtead Group plc at the designated record time for the Scheme no longer holding shares of Ashtead Group plc but instead holding shares of common stock of Sunbelt Rentals Holdings, Inc., and (iii) Sunbelt Rentals Holdings, Inc. becoming the successor issuer to Ashtead Group plc, which was renamed “Ashtead Group Limited” and converted into a private company. Unless otherwise indicated or the context otherwise requires, the terms “Company,” “we,” “us,” and “our” and other similar terms used in this Quarterly Report on Form 10-Q (this “Quarterly Report”) refer to Sunbelt Rentals Holdings, Inc. and its consolidated subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy or outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected.
Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following:
•competition from existing and new competitors;
•the impact of global economic conditions (including inflation, interest rates, supply chain constraints, tariffs, trade wars and sanctions) and geopolitical risks (including risks related to international conflicts) on us, our customers and our suppliers, in the United States and the rest of the world;
•currency and interest rate fluctuations;
•seasonality of our business;
•our ability to attract, hire and retain qualified personnel;
•our ability to successfully make acquisitions and integrate acquired companies;
•changes in the rental rates that we can charge for the equipment in our rental fleet or our services;
•changes in the construction and industrial markets;
•changes in political, social and economic conditions and local regulations;
•changes in the attitude of our customers towards renting, as compared with purchasing, equipment;
•changes in applicable accounting standards or subjective assumptions, estimates and judgments by management related to complex accounting matters;
•changes in the mix of products offered in our rental fleet, industry capacity or competition;
•changes in environmental and safety regulations;
•changes in government spending or government policies;
•disruptions of established supply channels;
•the effect of changes in tax law;
•the availability, terms and deployment of capital; and
•costs and availability of energy, and changes in transportation costs.
For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended April 30, 2026, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.
2
Part I. Financial Information
Item 1. Financial Statements
SUNBELT RENTALS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| (In millions, except share data) | July 31, 2026 (unaudited) | April 30, 2026 | |||||||||
| ASSETS | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
Inventory | |||||||||||
Prepaid expenses and other assets | |||||||||||
| Total current assets | |||||||||||
Rental equipment, net | |||||||||||
Property and equipment, net | |||||||||||
Goodwill | |||||||||||
Other intangible assets, net | |||||||||||
Operating lease right-of-use assets | |||||||||||
Other long-term assets | |||||||||||
| Total non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
Short-term debt and current maturities of long-term debt | $ | $ | |||||||||
Accounts payable | |||||||||||
Accrued expenses and other liabilities | |||||||||||
Operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
Long-term debt | |||||||||||
Deferred taxes | |||||||||||
Non-current portion of operating lease liabilities | |||||||||||
Other long-term liabilities | |||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 11) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock – $ | |||||||||||
Additional paid-in capital | |||||||||||
Retained earnings | |||||||||||
Treasury stock at cost – | ( | ( | |||||||||
Common stock held by the ESOT – | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
3
SUNBELT RENTALS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF INCOME (UNAUDITED)
OF INCOME (UNAUDITED)
| (In millions, except per share amounts) | Three Months Ended July 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Revenues: | |||||||||||
Equipment rentals | $ | $ | |||||||||
Sales of rental equipment | |||||||||||
Sales of new equipment, merchandise and consumables | |||||||||||
| Total revenues | |||||||||||
Cost of revenues: | |||||||||||
Cost of equipment rentals, excluding depreciation | |||||||||||
Depreciation of rental equipment | |||||||||||
Cost of rental equipment sales | |||||||||||
Cost of sales of new equipment, merchandise and consumables | |||||||||||
| Total cost of revenues | |||||||||||
| Gross profit | |||||||||||
Selling, general and administrative expenses | |||||||||||
Non-rental depreciation and amortization | |||||||||||
| Operating income | |||||||||||
Interest expense, net | |||||||||||
Other income, net | ( | ( | |||||||||
| Income before provision for income taxes | |||||||||||
Provision for income taxes | |||||||||||
| Net income | $ | $ | |||||||||
Basic earnings per share | $ | $ | |||||||||
Diluted earnings per share | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
4
SUNBELT RENTALS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (UNAUDITED)
COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended July 31, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Net income | $ | $ | |||||||||
Other comprehensive loss, net of tax: | |||||||||||
Foreign currency translation adjustments(1) | ( | ( | |||||||||
Other comprehensive loss | ( | ( | |||||||||
| Total comprehensive income | $ | $ | |||||||||
(1)There were no no
See accompanying notes to the condensed consolidated financial statements.
5
SUNBELT RENTALS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’ EQUITY (UNAUDITED)
STOCKHOLDERS’ EQUITY (UNAUDITED)
(In millions, except per share and share amounts)
Three Months Ended July 31, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Sunbelt Rentals Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Common stock held by the ESOT | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
| Amount | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance as of April 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
Dividends declared, $ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Settlement of stock-based compensation | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance as of July 31, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
Three Months Ended July 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Ashtead Share Capital | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Common stock held by the ESOT | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
| Amount | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance as of April 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Balance as of July 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
6
SUNBELT RENTALS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED)
CASH FLOWS (UNAUDITED)
| Three Months Ended July 31, | |||||||||||
(In millions) | 2026 | 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
Gain on sales of rental equipment | ( | ( | |||||||||
Gain on sales of non-rental equipment | ( | ( | |||||||||
Deferred tax expense | |||||||||||
Non-cash operating lease expense | |||||||||||
Stock-based compensation expense | |||||||||||
Provision for receivable allowances | |||||||||||
Other | |||||||||||
Changes in operating assets and liabilities, net of amounts acquired: | |||||||||||
Increase in accounts receivable | ( | ( | |||||||||
Increase in inventory | ( | ( | |||||||||
Increase in prepaid expenses and other assets | ( | ( | |||||||||
(Decrease) increase in accounts payable | ( | ||||||||||
Decrease in operating lease liabilities | ( | ( | |||||||||
Increase in accrued expenses and other liabilities | |||||||||||
Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
Payments for acquisition of businesses, net of cash acquired | ( | ( | |||||||||
Payments for purchases of rental equipment | ( | ( | |||||||||
Payments for purchases of non-rental property and equipment | ( | ( | |||||||||
Proceeds from sales of rental equipment | |||||||||||
Proceeds from sales of non-rental property and equipment | |||||||||||
Payments for purchases of intangibles | ( | ( | |||||||||
Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
Proceeds from debt | |||||||||||
Payments of debt | ( | ( | |||||||||
Repayments of principal under finance lease liabilities | ( | ( | |||||||||
Dividends paid | ( | ||||||||||
Common stock repurchased by the ESOT | ( | ||||||||||
Payments of tax withholding for stock-based compensation | ( | ||||||||||
Common stock repurchased | ( | ( | |||||||||
Net cash provided by (used in) financing activities | ( | ||||||||||
Effect of exchange rate changes on cash and cash equivalents | |||||||||||
Net increase in cash and cash equivalents | |||||||||||
Cash and cash equivalents at the beginning of period | |||||||||||
Cash and cash equivalents at the end of period | $ | $ | |||||||||
| Three Months Ended July 31, | |||||||||||
(In millions) | 2026 | 2025 | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
Cash paid for interest | $ | $ | |||||||||
Cash paid (received) for income taxes, net | ( | ||||||||||
See accompanying notes to the condensed consolidated financial statements.
7
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Description of Business
Sunbelt Rentals Holdings, Inc. (including subsidiaries, the “Company” or “Sunbelt”) (NYSE: SUNB; LSE: SUNB) was formed as a Delaware corporation in February 2025. Sunbelt is an international equipment rental company with national networks in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”). The Company rents a broad range of construction, industrial, general and specialty equipment across a wide variety of applications to a wide customer base.
In the current period, these condensed consolidated financial statements reflect the effects of the new corporate structure with Sunbelt Rentals Holdings, Inc. as the ultimate parent company. For periods prior to February 27, 2026 (the “Effective Date”), these condensed consolidated financial statements reflect the historical results, assets, liabilities and cash flows of Ashtead Group Limited and its subsidiaries as the accounting predecessor. “Sunbelt,” “we,” “us” and “our” for periods prior to the Effective Date refer to Ashtead Group plc and its consolidated subsidiaries, and references for periods on or after the Effective Date refer to Sunbelt Rentals Holdings, Inc. and its consolidated subsidiaries.
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) with respect to interim financial information. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the fiscal year ended April 30, 2026, included in the Annual Report on Form 10-K filed by the Company with the SEC on June 23, 2026.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for the fair statement of the Company's condensed consolidated financial statements for the interim periods presented. The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, allowance for credit losses, useful lives, salvage values and impairment of rental equipment, income taxes, business combinations, and goodwill impairment. Actual results could materially differ from those estimates.
Recently Issued Accounting Pronouncements
Adopted
Credit Losses. In July 2025, the FASB issued Accounting Standards Update No. 2025-05, “Financial Instruments – Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”), which provides optional guidance relating to the estimation of expected credit losses on current accounts receivable and current contract assets. This guidance permits entities to elect a practical expedient under which conditions as of the balance sheet date are assumed to remain unchanged for the remaining life of the asset. We have elected this practical expedient in applying the guidance. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. We have adopted this guidance, which did not have a material impact on our financial statements.
Not Yet Adopted
Expense Disaggregation Disclosure. In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic
8
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
220-40),” which improves the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative, and research and development. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. The amendments in this ASU can be applied prospectively or retrospectively and early adoption is permitted. This standard is not expected to have an impact on any amounts recognized in our financial statements, but will result in more detailed disclosures addressing the categorization of expenses.
Internal Use Software. In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. This ASU is effective for fiscal years beginning after December 15, 2027 and early adoption is permitted. The amendments in this ASU can be applied prospectively, retrospectively, or with a modified transition approach. The Company is evaluating the effect of adopting this new accounting guidance.
Accounting for Government Grants. In December 2025, the FASB issued Accounting Standards Update No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”) to establish authoritative guidance in U.S. GAAP for the recognition, measurement, presentation and disclosure of government grants received by for-profit entities. The guidance is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period. ASU 2025-10 should be applied utilizing a retrospective approach, or a modified transition approach. The Company is evaluating the effect of adopting this new accounting guidance.
3. Revenue Recognition
Sunbelt is principally engaged in the business of renting equipment. Ancillary to Sunbelt’s principal equipment rental business, Sunbelt also sells used rental equipment, new equipment and merchandise and consumables and offers certain services to support its customers. Sunbelt’s rental transactions are accounted for under ASC Topic 842, Leases (“Topic 842”), while the sale of rental and new equipment, merchandise and consumables, along with certain services provided to customers, are recognized under ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”). Sales and other tax amounts collected from customers and remitted to government authorities are accounted for on a net basis and, therefore, excluded from revenue.
Nature of goods and services
In the following table, revenue is summarized by type and by the applicable accounting standard.
| Three Months Ended July 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| (In millions) | Topic 842 | Topic 606 | Total | Topic 842 | Topic 606 | Total | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
Equipment rentals | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Other rental revenue: | |||||||||||||||||||||||||||||||||||
Delivery and pick-up | |||||||||||||||||||||||||||||||||||
Other | |||||||||||||||||||||||||||||||||||
| Total equipment rentals | |||||||||||||||||||||||||||||||||||
Sales of rental equipment | |||||||||||||||||||||||||||||||||||
Sales of new equipment, merchandise and consumables | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Revenues by reportable segment are presented in Note 5 of the condensed consolidated financial statements, using the revenue captions reflected in our condensed consolidated statements of income.
9
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Lease revenues (Topic 842):
Equipment rentals revenue
The Company offers a broad portfolio of equipment for rent. Equipment rentals revenue includes revenue generated from renting equipment to customers and is recognized on a straight-line basis over the length of the rental contract. These lease contracts are operating leases under Topic 842. As the rental contracts can extend across reporting periods, the Company records unbilled rental revenues and deferred revenues at the end of reporting periods to ensure rental revenues earned is appropriately stated for the periods presented. Receivables from unbilled rental revenue is included in “Prepaid expenses and other assets” was $182 million and $144 million as of July 31, 2026 and April 30, 2026, respectively. Deferred revenue is included in “Accrued expenses and other liabilities” in the condensed consolidated balance sheet and was $141 million and $99 million as of July 31, 2026 and April 30, 2026, respectively.
Also included in equipment rentals revenue is re-rent revenue, in which the Company will rent specific pieces of equipment from vendors and then re-rent that equipment to its customers. Provisions for discounts, rebates to customers and other adjustments are provided for in the period the related revenue is recorded.
Other
Other equipment rentals revenue is primarily comprised of fees for the Company’s loss damage waiver and environmental charges. Fees paid for the loss damage waiver allow customers to limit the risk of financial loss in the event the Company’s equipment is damaged or lost. Fees for the loss damage waiver and environmental recovery fees are recognized on a straight-line basis over the length of the rental contract.
Revenues from contracts with customers (Topic 606)
Delivery and pick-up
Rental delivery and collection revenue is recognized when the services are performed at the time of delivery or collection, respectively, and the performance obligation is therefore fulfilled.
Other rental revenue
Other equipment rentals revenues primarily include the consumption of fuel by our customers, erection and dismantling services provided and other ancillary services provided in connection with the rental equipment. The Company recognizes revenue as the services are provided.
Sales of rental equipment, new equipment, merchandise and consumables
Sales revenue is recognized when control of the asset transfers to the customer, which is typically when the asset is picked up by, or delivered to, the customer and when significant risks and rewards of ownership have passed to the customer. The Company routinely sells its used rental equipment in order to manage repair and maintenance costs, as well as the composition, age and size of its fleet. The Company disposes of used equipment through a variety of channels including retail sales to customers and other third parties, sales to wholesalers, brokered sales and auctions. Sales of rental equipment in connection with trade-in arrangements with certain manufacturers from whom the Company purchases new equipment is accounted for at the lower of transaction value or fair value based on independent appraisals. If the trade-in price of a unit of equipment exceeds the fair market value of that unit, the excess is accounted for as a reduction of the cost of the related purchase of new rental equipment.
The Company also sells new equipment, parts and supplies. The types of new equipment that the Company sells vary by location and include a variety of tools and supplies, small equipment, safety supplies and consumables. Also included in sales of new equipment, merchandise and consumables are other revenues earned from equipment management and similar services for rental customers. The Company recognizes the other revenue as the services are provided.
Contract Assets and Liabilities
The Company does not have material contract assets or contract liabilities associated with customer contracts. The Company's contracts with customers do not generally result in material amounts billed to customers in excess of recognizable revenue. The Company did not recognize material revenue during the three months ended July 31, 2026 or 2025 that was included in the contract liability balance as of the beginning of each period.
10
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Performance Obligations
Most of the Company's revenue recognized under Topic 606 is recognized at a point-in-time, rather than over time. Accordingly, in any particular period, the Company does not generally recognize a significant amount of revenue from performance obligations satisfied in previous periods, and the amounts of such revenue recognized during the three months ended July 31, 2026 and 2025 was not material. The Company also does not expect to recognize material revenue in the future related to performance obligations that were unsatisfied as of July 31, 2026.
Payment terms
The Topic 606 revenues do not include material amounts of variable consideration. The credit periods offered to customers vary according to the credit risk profiles of, and the invoicing conventions established in, the Company’s markets. The contractual terms on invoices issued to customers vary between North America and the U.K., in that invoices issued in the U.K. are generally payable within 30 -60 days whereas invoices issued in North America are generally payable within 30 days. The contracts do not include a significant financing component.
Contract estimates and judgments
The revenues accounted for under Topic 606 do not require significant estimates or judgments, primarily for the following reasons:
•The transaction price is generally fixed and stated on the Company’s contracts;
•As noted above, the Company’s contracts generally do not include multiple performance obligations, and accordingly do not generally require estimates of the standalone selling price for each performance obligation;
•The revenues do not include material amounts of variable consideration; and
•Most of the Company’s revenue is recognized as of a point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. As noted above, the Topic 606 revenue is generally recognized at the time of delivery to, or pick-up by, the customer.
The revenues accounted for under Topic 842 also do not require significant estimates or judgments.
Allowance for Credit Losses
As shown above, most of the Company's equipment rentals revenue is accounted for under Topic 842. The customers that are responsible for the remaining equipment rentals revenue that is accounted for under Topic 606 are generally the same customers that rent the Company's equipment. Concentration of credit risk with respect to the Company's accounts receivable is limited because a large number of geographically diverse customers makes up its customer base.
The Company manages credit risk associated with its accounts receivable at the customer level through credit approvals, credit limits and other monitoring procedures. The Company maintains allowances for credit losses that reflect the Company's estimate of the amount of receivables that the Company will be unable to collect based on its historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability.
The roll-forward of the allowance for credit losses is shown below.
| Three Months Ended July 31, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Beginning balance | $ | $ | |||||||||
Amounts written off or recovered | ( | ( | |||||||||
Increase in allowance recognized | |||||||||||
| Ending balance | $ | $ | |||||||||
11
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. Acquisitions
The Company undertakes bolt-on acquisitions to complement its organic growth strategy.
2026 Acquisitions
During the three months ended July 31, 2026, the Company completed two acquisitions, consisting of two North America - Specialty acquisitions, both of which were individually immaterial. The aggregate cash consideration for the acquisitions was $669 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. The purchase price was preliminarily allocated based on information available at the acquisition date and is subject to change as we complete our analysis of the fair values at the date of the acquisition during the measurement period, not to exceed one year as permitted under Topic 805.
| (In millions) | Total | ||||
Accounts receivable (1) | $ | ||||
Inventory | |||||
Rental equipment | |||||
Property and equipment | |||||
Operating lease right-of-use assets | |||||
Intangible assets | |||||
| Total identifiable assets acquired | |||||
Accounts payable, accrued expenses and other liabilities | ( | ||||
Deferred taxes | ( | ||||
Operating lease liabilities | ( | ||||
| Total liabilities assumed | ( | ||||
Net identifiable assets acquired | |||||
Goodwill | |||||
| Net assets acquired | $ | ||||
(1) Accounts receivable had an estimated fair value of $33 million and a gross contractual value of $35 million. The difference represents the Company's best estimate of the contractual cash flows that will not be collected.
The above table is inclusive of measurement period adjustments made during the three months ended July 31, 2026 for prior period acquisitions which resulted in a $2 million increase to net assets acquired and a $2 million increase in goodwill.
The following table reflects the fair values and weighted average useful lives of the acquired intangible assets identified based on the purchase accounting assessments:
| (In millions) | Fair value | Life (years) | |||||||||
Customer lists | $ | ||||||||||
Contract related | |||||||||||
Total | $ | ||||||||||
The goodwill recognized in connection with the acquisitions completed during the three months ended July 31, 2026 was allocated entirely to the North America - Specialty segment. The goodwill arising can be attributed to the key management personnel and workforce of the acquired businesses, to the benefits through advancing the clusters and leveraging cross-selling opportunities, and to the synergies and other benefits Sunbelt expects to derive from the acquisitions. The synergies and other benefits include eliminating duplicate costs, improving utilization of the acquired rental fleet, and using Sunbelt’s financial strength to invest in the acquired business and drive improved returns through a
12
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
semi-fixed cost base and the application of Sunbelt’s proprietary software to optimize revenue opportunities. The goodwill expected to be deductible for income tax purposes is $319 million.
Due to the post‑acquisition integration of the acquired businesses, including the transfer of rental equipment between locations, investment in rental fleet, consolidation of certain operations, and shared servicing of customers across locations, the Company determined it is impracticable to separately quantify the acquirees’ revenue and earnings since their respective acquisition dates.
The revenue and net income of these acquisitions from May 1, 2026 to their date of acquisition was not material.
2025 Acquisitions
During the three months ended July 31, 2025, the Company completed two acquisitions, consisting of one North America - General Tool acquisition and one North America - Specialty acquisition, each of which was individually immaterial. The aggregate cash consideration for the acquisitions was $29 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. The purchase price was preliminarily allocated based on information available at the acquisition date and adjusted during the measurement period, not to exceed one year as permitted under Topic 805, as we completed our analysis of the fair values. No material measurement-period adjustments were recorded upon finalization of the purchase price allocations, during the three months ended July 31, 2025.
| (In millions) | Total | ||||
Accounts receivable (1) | $ | ||||
Rental equipment | |||||
Property and equipment | |||||
Operating lease right-of-use assets | |||||
Intangible assets | |||||
| Total identifiable assets acquired | |||||
Operating lease liabilities | ( | ||||
| Total liabilities assumed | ( | ||||
Net identifiable assets acquired | |||||
Goodwill | |||||
| Net assets acquired | $ | ||||
The above table is inclusive of measurement period adjustments made during the three months ended July 31, 2025 for prior period acquisitions which resulted in a $6 million increase to net assets acquired and a $6 million decrease in goodwill.
The following table reflects the fair values and useful lives of the acquired intangible assets identified based on the purchase accounting assessments:
| (In millions) | Fair value | Life (years) | |||||||||
Customer lists | $ | ||||||||||
Software | |||||||||||
Total | $ | ||||||||||
The goodwill arising can be attributed to the key management personnel and workforce of the acquired businesses, to the benefits through advancing the clusters and leveraging cross-selling opportunities, and to the synergies and other benefits Sunbelt expects to derive from the acquisitions. The synergies and other benefits include elimination of duplicate costs, improving utilization of the acquired rental fleet, using Sunbelt’s financial strength to invest in the acquired
13
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
business and drive improved returns through a semi-fixed cost base and the application of Sunbelt’s proprietary software to optimize revenue opportunities. The goodwill expected to be deductible for income tax purposes is $17 million.
Due to the post‑acquisition integration of the acquired businesses, including the transfer of rental equipment between locations, investment in rental fleet, consolidation of certain operations, and shared servicing of customers across locations, the Company determined it is impracticable to separately quantify the acquirees’ revenue and earnings since their respective acquisition dates.
The revenue and net income of these acquisitions from May 1, 2025 to their date of acquisition was not material.
5. Segment Information
Sunbelt operates with the following three
North America – General Tool
The North America – General Tool segment includes the rental of general construction and industrial equipment, such as mobile elevating platforms, forklifts, earth moving equipment and general tool and light equipment. The segment operates predominantly across the U.S. and Canada.
North America – Specialty
The North America – Specialty segment focuses on products with comparatively low rental penetration including Power & HVAC, Scaffold, Pump, Film & TV and Climate Control. The Specialty products and services are often a natural add-on to the General Tool products and services. The segment operates across the U.S. and Canada.
United Kingdom
The U.K. segment operates predominantly in the U.K. and rents a broad range of construction, industrial, general and specialty equipment.
The Company manages debt, its lease portfolio and taxation centrally, rather than by operating segments. Accordingly, segmental costs are stated excluding the impact of Topic 842 lease accounting in relation to Sunbelt’s property leases. Furthermore, segment results are stated before interest and taxation which are reported as central cost items. This is consistent with the way the CODM reviews the business.
Segment performance and resource allocation are evaluated by the CODM using adjusted segment operating profit. The CODM is the primary individual in control of resource allocation. The most significant allocation determinations made by the CODM using the adjusted segment operating profit relates to purchases of rental equipment, and these determinations are generally made as part of the annual budgeting process, with regular financial and operational performance reviews occurring throughout the year that can result in allocation changes (for example, if a specific segment outperforms its plan, that could result in a reallocation of resources between segments or an increase in the total allocated resources).
There are no material sales between the reportable segments. Capital expenditure represents additions to rental equipment, property and equipment, and includes additions through the acquisition of businesses. Segment assets exclude corporate assets, such as cash and cash equivalents, corporate facilities, goodwill, other intangible assets, and tax assets.
The following table sets forth financial information by segment for the three months ended July 31, 2026 and 2025 and as of July 31, 2026 and April 30, 2026:
14
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| North America | |||||||||||||||||||||||
| (In millions) | General Tool | Specialty | United Kingdom | Total | |||||||||||||||||||
| Three Months Ended July 31, 2026 | |||||||||||||||||||||||
Equipment rentals | $ | $ | $ | $ | |||||||||||||||||||
Sales of rental equipment | |||||||||||||||||||||||
Sales of new equipment, merchandise and consumables | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
Cost of rental equipment sales | ( | ( | ( | ( | |||||||||||||||||||
Staff costs(1) | ( | ( | ( | ( | |||||||||||||||||||
Depreciation | ( | ( | ( | ( | |||||||||||||||||||
Other segment items(2) | ( | ( | ( | ( | |||||||||||||||||||
| Adjusted segment operating profit | |||||||||||||||||||||||
Reconciliation of Adjusted Segment Operating Profit to income before provision for income taxes: | |||||||||||||||||||||||
Central costs(3) | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||
Amortization of acquired intangibles | ( | ||||||||||||||||||||||
| Income before provision for income taxes | $ | ||||||||||||||||||||||
| Three Months Ended July 31, 2025 | |||||||||||||||||||||||
Equipment rentals | $ | $ | $ | $ | |||||||||||||||||||
Sales of rental equipment | |||||||||||||||||||||||
Sales of new equipment, merchandise and consumables | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
Cost of rental equipment sales | ( | ( | ( | ( | |||||||||||||||||||
Staff costs(1) | ( | ( | ( | ( | |||||||||||||||||||
Depreciation | ( | ( | ( | ( | |||||||||||||||||||
Other segment items(2) | ( | ( | ( | ( | |||||||||||||||||||
| Adjusted segment operating profit | |||||||||||||||||||||||
Reconciliation of Adjusted Segment Operating Profit to income before provision for income taxes: | |||||||||||||||||||||||
Central costs(3) | ( | ||||||||||||||||||||||
Interest expense, net | ( | ||||||||||||||||||||||
Amortization of acquired intangibles | ( | ||||||||||||||||||||||
| Income before provision for income taxes | $ | ||||||||||||||||||||||
(1)Staff costs are comprised of salaries, related benefits and retirement costs.
(2)Other segment items are comprised of spares, vehicle, facility and other miscellaneous costs.
(3)Central costs comprise of corporate costs incurred to run the business as a whole including costs associated with Sunbelt’s support functions, technology expenditure and the accounting adjustment to reflect ASC 842 lease accounting in relation to Sunbelt’s property leases, as well as other items not allocated to segments, including other expense (income), net. This also includes non-recurring costs related to the operational restructure of the United Kingdom segment and the Redomiciliation.
15
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| North America | |||||||||||||||||||||||
| (In millions) | General Tool | Specialty | United Kingdom | Total | |||||||||||||||||||
Three Months Ended July 31, 2026 | |||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| As of July 31, 2026 | |||||||||||||||||||||||
Segment assets | $ | $ | $ | $ | |||||||||||||||||||
Corporate | |||||||||||||||||||||||
| Total assets | $ | ||||||||||||||||||||||
Three Months Ended July 31, 2025 | |||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| As of April 30, 2026 | |||||||||||||||||||||||
Segment assets | $ | $ | $ | $ | |||||||||||||||||||
Corporate | |||||||||||||||||||||||
| Total assets | $ | ||||||||||||||||||||||
6. Income Taxes
7. Inventory
Inventory consists of the following:
| (In millions) | July 31, 2026 | April 30, 2026 | |||||||||
Raw materials, consumables and spares | $ | $ | |||||||||
Goods for resale | |||||||||||
| Inventory | $ | $ | |||||||||
8. Rental Equipment, net
Rental equipment consists of the following:
| (In millions) | July 31, 2026 | April 30, 2026 | |||||||||
Rental equipment | $ | $ | |||||||||
Less: accumulated depreciation | ( | ( | |||||||||
| Rental equipment, net | $ | $ | |||||||||
Amounts due but unpaid for purchases of rental equipment was $607 million and $387 million as of July 31, 2026 and April 30, 2026, respectively. These balances are included in “Accounts payable” and “Accrued expenses and other liabilities” in the consolidated balance sheet. Amounts receivable but unpaid for sales of rental equipment was $127 million and $122 million as of July 31, 2026 and April 30, 2026, respectively. These balances are included in “Accounts receivable, net of allowance for credit losses.”
16
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. Debt
Debt, net of unamortized original issue premiums and unamortized debt issuance costs, consists of the following:
| (In millions) | July 31, 2026 | April 30, 2026 | |||||||||
First priority senior secured bank debt | $ | $ | |||||||||
Total debt | $ | $ | |||||||||
Less: short-term portion (1) | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
(1) Short-term portion includes outstanding amounts under 1.500 % senior notes, due August 2026, which were repaid subsequent to the balance sheet date.
First priority senior secured credit facility
As of July 31, 2026, $4,750 million was committed by the senior lenders under the asset-based senior secured revolving credit facility (“ABL Facility”) until November 2029. The amount utilized was $1,217 million (including letters of credit totaling $4 million). The ABL Facility is secured by a first priority security interest in substantially all of the assets of the Company and its material U.S., U.K., and Canadian subsidiaries, subject to customary exceptions. Pricing for the $4,750 million revolving credit facility is based on average availability according to a grid, varying from the applicable interest rate plus 125 basis points to 137.5 basis points. The applicable interest rate is based on Secured Overnight Financing Rate (“SOFR”) for U.S. dollar loans, Canadian Overnight Repo Rate Average (“CORRA”) for Canadian dollar loans and Sterling Overnight Interbank Average (“SONIA”) for sterling loans. The borrowing rate was the applicable interest rate plus 125 basis points and the weighted average interest rate was 4.692 % and 4.718 % as of July 31, 2026 and April 30, 2026, respectively.
The only financial performance covenant under the ABL Facility is a fixed charge ratio (comprising last 12-month (“LTM”) earnings before interest, taxes, depreciation and amortization (“EBITDA”) before exceptional items less LTM net capital expenditure paid in cash over the sum of scheduled debt repayments plus cash interest, cash tax payments and dividends paid in the last 12 months) which must be equal to or greater than 1.0 times.
This covenant does not, however, apply when excess availability (the difference between the borrowing base and facility utilization, taking into account borrowing base amounts in excess of the revolving commitments, subject to certain limitations) exceeds $475 million. Excess availability under the ABL Facility for covenant purposes was $3,750 million and $3,540 million as of July 31, 2026 and April 30, 2026, respectively, meaning that the covenant was not measured for the periods presented and is unlikely to be measured in the forthcoming quarters.
Senior Notes
Senior notes are guaranteed by the Company and substantially all of the Company's material direct and indirect subsidiaries, other than Ashtead Capital, Inc. ("Ashtead Capital"), the issuer for senior notes issued prior to April 30, 2026. The principal terms of the Company's senior notes, including guarantees, ranking, covenants and redemption features, are unchanged from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2026 and are incorporated herein by reference.
17
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
During the period, the Company issued two new series of senior notes, as a result of which, as of July 31, 2026, the Company had eleven series of senior notes outstanding. The new notes issued during the period are described below.
$450 million 4.950 % senior notes due 2030. On July 14, 2026, the Company issued $450 million principal amount of 4.950 % Senior Notes which are due August 12, 2030. Interest on the notes is payable on February 12 and August 12 of each year, beginning on February 12, 2027. The Company may redeem the notes, in whole or in part, at any time prior to the maturity date at a redemption price of 100 % plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Sunbelt Rentals Holdings, Inc. may also redeem the notes at a redemption price of 100 % of the principal amount thereof outstanding, plus accrued and unpaid interest, if any, to the date of redemption.
$750 million 5.650 % senior notes due 2036. On July 14, 2026, the Company issued $750 million principal amount of 5.650 % Senior Notes which are due August 12, 2036. Interest on the notes is payable on February 12 and August 12 of each year, beginning on February 12, 2027. The Company may redeem the notes, in whole or in part, at any time prior to the maturity date at a redemption price of 100 % plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Sunbelt Rentals Holdings, Inc. may also redeem the notes at a redemption price of 100 % of the principal amount thereof outstanding, plus accrued and unpaid interest, if any, to the date of redemption.
10. Fair Value Measurements
The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of the first priority senior secured credit facility and finance leases approximated their book values as of July 31, 2026 and April 30, 2026. The estimated fair values of the other financial instruments were as follows:
| July 31, 2026 | |||||||||||||||||
| (In millions) | Carrying Amount | Fair Value | |||||||||||||||
Liabilities | |||||||||||||||||
Senior notes | Level 2 | ||||||||||||||||
Contingent consideration | Level 3 | ||||||||||||||||
| April 30, 2026 | |||||||||||||||||
| (In millions) | Carrying Amount | Fair Value | |||||||||||||||
| Liabilities | |||||||||||||||||
Senior notes | Level 2 | ||||||||||||||||
Contingent consideration | Level 3 | ||||||||||||||||
The senior notes are carried at amortized cost and the contingent consideration and equity investments are carried at fair value in the condensed consolidated balance sheets.
Contingent consideration relates to recent acquisitions and is based on the post-acquisition performance of the acquired businesses. The consideration is expected to be paid out over the next six years and is reassessed at each reporting date. Contingent consideration is a Level 3 financial liability. Future anticipated payments in respect of contingent consideration are initially recorded at fair value which is the present value of the expected cash outflows of the obligations. The obligations are dependent upon the future financial performance of the businesses acquired. The fair value is estimated based on internal financial projections prepared in relation to the acquisition with the contingent consideration discounted to present value using a discount rate in line with the Company’s cost of debt. There have been no changes in the fair value of contingent consideration during the three months ended July 31, 2026.
Equity investments without a readily observable fair value of $32
18
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. Commitments and Contingencies
The Company is subject to a number of claims and proceedings that generally arise in the ordinary conduct of the business. These matters include, but are not limited to, general liability claims (including personal injury, product liability, and property and automobile claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations and contract and real estate matters. The Company believes that any liabilities ultimately resulting from these ordinary course claims and proceedings will not, individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations or cash flows.
12. Stockholders' Equity
The following table presents a summary of the Company’s share activity:
| July 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Ashtead share capital, £ | |||||||||||
| Balance at beginning of period | |||||||||||
Balance at end of period | |||||||||||
Sunbelt Rentals common stock, $ | |||||||||||
| Balance at beginning of period | |||||||||||
Settlement of stock-based compensation | |||||||||||
Balance at end of period | |||||||||||
| Treasury stock: | |||||||||||
| Balance at beginning of period | |||||||||||
Repurchase of common stock | |||||||||||
Settlement of stock-based compensation | |||||||||||
Balance at end of period | |||||||||||
| Common stock held by the ESOT: | |||||||||||
| Balance at beginning of period | |||||||||||
Settlement of stock-based compensation | ( | ||||||||||
Repurchase of common stock | |||||||||||
Balance at end of period | |||||||||||
Common Stock
Effective February 27, 2026, Ashtead completed a reorganization pursuant to a U.K. court-sanctioned scheme of arrangement, which resulted in the establishment of Sunbelt Rentals Holdings, Inc. as the new U.S. holding company.
Ashtead’s common stock, with a par value of £0.10 ($0.18 ) per share, ceased trading on the London Stock Exchange and was subsequently cancelled. Common stock with a par value of $0.01 per share was issued to the former Ashtead shareholders by Sunbelt Rentals Holdings, Inc. in exchange for the Ashtead cancelled stock.
19
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The total number of shares of capital stock which the Company has authority to issue is 2,500,000,000 shares of common stock and 25,000,000 shares of preferred stock, par value $0.01 per share. No preferred stock has been issued as of July 31, 2026.
Treasury Stock
On February 26, 2026, the Company cancelled all Ashtead Group plc ordinary shares held in treasury in connection with its U.S. Listing and the Scheme.
On March 2, 2026, the Company commenced a new share repurchase program of shares of Sunbelt Rentals Holdings, Inc. common stock up to $1.5 billion, which was previously announced on December 9, 2025. As of July 31, 2026, the Company had made $315 million repurchases and these shares are reflected as treasury stock.
Employee Share Ownership Trust (“ESOT”)
The ESOT was previously established in connection with the Company’s long-term incentive plans. During fiscal 2026, the Company commenced the termination of the ESOT with all outstanding shares sold.
13. Stock-Based Compensation
Equity-classified awards
A summary of the transactions within Sunbelt’s equity-classified long-term incentive awards is as follows:
| Shares | Weighted-Average Grant Date Fair Value | |||||||||||||
Outstanding as of April 30, 2026 | $ | |||||||||||||
Granted | ||||||||||||||
Exercised | ( | |||||||||||||
Expired/lapsed | ( | |||||||||||||
Outstanding and exercisable as of July 31, 2026 | $ | |||||||||||||
Stock-based compensation expense
Stock-based compensation expense was $26 million and $23 million for the three months ended July 31, 2026 and 2025, respectively. Sunbelt’s stock-based compensation expense is included in selling, general and administrative expense in Sunbelt’s condensed consolidated statements of income.
20
SUNBELT RENTALS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14. Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended July 31, | |||||||||||
| (In millions, except per share amounts) | 2026 | 2025 | |||||||||
Numerator: | |||||||||||
| Net income | $ | $ | |||||||||
Denominator: | |||||||||||
| Denominator for basic earnings per share—weighted-average common shares | |||||||||||
Effect of dilutive securities: | |||||||||||
Employee share options and share plan awards | |||||||||||
| Denominator for diluted earnings per share—weighted-average common shares | |||||||||||
Basic earnings per share | $ | $ | |||||||||
Diluted earnings per share | $ | $ | |||||||||
15. Subsequent Events
Subsequent to the balance sheet date, the Company has completed the acquisition of three businesses in North America. The total purchase price for these acquisitions was $56 million. The initial accounting for these acquisitions is incomplete due to the proximity to the period end.
In addition, on August 12, 2026, the Company repaid its $550 million 1.500 % senior notes in accordance with their scheduled maturity.
On September 9, 2026, the Board of Directors declared a quarterly cash dividend of $0.30 per share of common stock, payable on October 2, 2026, to stockholders of record as of September 18, 2026.
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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.
Overview
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 the three 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.
Our rental equipment fleet comprises an extensive range of construction, industrial and general equipment designed to meet broad, general-purpose job site needs, such as mobile elevating work platforms, skid steers, forklifts, excavators, lighting equipment and small general tools. This core equipment range is complemented by Specialty business lines, including power and HVAC, climate control, scaffold services, flooring solutions, pump solutions, trench safety, industrial tool, film and television, temporary structures, ground protection, temporary fencing, and temporary walls.
Our customers range in size and scale from multinational businesses to well-established local contractors and individual do-it-yourselfers, and include construction and industrial customers, service, repair and facility management businesses, emergency response organizations, event organizers, as well as government entities, such as municipalities and specialist contractors.
We organize and manage our operations based on both geography and the nature of our products and services. We operate in two primary geographic regions, consisting of our North American activities and assets and our U.K. activities and assets. Within North America, we further manage our business through two operational groupings, General Tool and Specialty, which reflect differences in product and service offerings, as well as our internal management structure. Accordingly, we report our results through three operational segments:
•North America – General Tool, which encompasses a broad selection of general construction and industrial equipment available to customers primarily in the United States and Canada. In addition, unless specified herein or otherwise clear from the context, references to this segment also include our limited operations in the Bahamas;
•North America – Specialty, which includes our product groups with comparatively low rental penetration in predominantly non-construction markets, available to customers in the United States and Canada; and
•United Kingdom, which delivers a comprehensive range of General Tool and Specialty products and services to customers primarily located across the United Kingdom. In addition, unless specified herein or otherwise clear from the context, references to this segment also include our limited operations in Ireland, Germany and the Netherlands.
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.
Redomiciliation and U.S. Listing
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
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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.
Key Factors Affecting Our Result of Operations
The results of our operations have been, and will continue to be, affected by many factors, some of which are beyond our control. This section sets out certain key factors we believe have affected our results of operations in the period under review and could affect our results of operations in the future.
Seasonality and Cyclicality
Our revenue and operating results remain significantly dependent on activity in the commercial construction industry in the United States, Canada and the United Kingdom. Commercial construction activity tends to increase in the summer and during extended periods of mild weather and to decrease in the winter. This results in changes in demand for our rental equipment. In addition, the commercial construction industries in the United States, Canada and the United Kingdom are cyclical industries with activity levels that tend to increase in line with GDP growth and decline during an economic downturn. We may also experience increased demand for certain equipment categories in connection with storm response and recovery efforts following natural disasters (such as hurricanes), which can affect period-to-period results. The seasonality and cyclicality of the equipment rental industry results in variable demand for our products and therefore, our revenue and operating results may fluctuate from period to period.
Fleet Rotation and Depreciation
Due to the nature of our business, our cash flows are countercyclical. This means that in times of improving markets, we invest more in our rental fleet (both to replace existing fleet and to grow the overall fleet size), typically resulting in improved earnings but lower cash flow generation from operations in times of rapid growth. As we increase our fleet size, this also results in higher depreciation costs. On the contrary, in less robust or declining markets, we invest less in our rental fleet and, as a result, typically generate stronger cash flow from operations as the cycle matures and the growth slows. To maintain a balanced fleet, we may also adjust the sale of used equipment as a result of end market conditions, thus enhancing or negatively affecting revenue from such disposals.
Currency Translation Exposure
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).
Global Economic Conditions
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.
Components of Results of Operations
Revenues
Our revenues are derived primarily from renting equipment to customers. Ancillary to our principal equipment rental business, we also generate revenue from the sale of used rental equipment, the sale of new equipment, merchandise and consumables, and the provision of certain services to support our customers. Sales and other tax amounts collected from customers and remitted to government authorities are accounted for on a net basis and, therefore, excluded from revenue.
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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.
Equipment rentals revenue is recognized on a straight-line basis over the period of the rental contract. These lease contracts are operating leases under ASC 842. As a rental contract can extend across financial reporting periods, we record accrued revenue (unbilled rental revenue) and deferred revenue at the beginning and end of each reporting period so that equipment rentals revenue is stated appropriately in the financial statements. Receivables from unbilled equipment rentals revenue are included in “Prepaid expenses and other current assets” and deferred equipment rentals revenue is included in “Accrued expenses and other liabilities” in the condensed consolidated balance sheet. Provisions for discounts, rebates to customers and other adjustments are provided for in the period the related equipment rentals revenue is recorded.
Delivery and collection revenue is recognized when the delivery or collection, respectively, has occurred and the performance obligation is therefore fulfilled.
Sales of rental equipment comprises our revenue from the sale of used rental equipment, which is recognized when control of the asset transfers to the customer, which is typically when the asset is picked up by, or delivered to, the customer and when significant risks and rewards of ownership have passed to the customer. Revenue from the sale of rental equipment in connection with trade-in arrangements with certain manufacturers from whom we purchase new equipment is accounted for at the lower of transaction value or fair value based on independent appraisals. If the trade-in price of a unit of equipment exceeds the fair market value of that unit, the excess is accounted for as a reduction of the cost of the related purchase of new rental equipment.
Sales of new rental equipment, merchandise and consumables comprises our revenue from the sale of new rental equipment, parts, and supplies, which is recognized in the same manner as the sale of used rental equipment, as well as revenue earned from equipment management and similar services for rental customers, which is recognized as the services are provided. The types of new equipment that we sell vary by location and include a variety of tools and supplies, small equipment, safety supplies and consumables.
Cost of Revenues
Our cost of revenues is comprised of the costs incurred in connection with the rental and sale of our products and services, including depreciation of rental equipment.
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.
Depreciation of rental equipment comprises the depreciation costs for our rental fleet. Rental equipment is recorded at cost and depreciated over the estimated useful life of the equipment to its residual value using the straight-line method.
Cost of rental equipment sales comprises the costs associated with the sale of our used equipment, including the net book value of the rental assets sold and associated sales costs, such as auction fees.
Cost of sales of new equipment, merchandise and consumables comprises the costs associated with the sale of new equipment, merchandise and consumables and related services, including the cost of merchandise and new equipment.
Selling, General and Administrative Expenses
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.
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Non-rental Depreciation and Amortization
Non-rental depreciation and amortization includes depreciation expenses related to property and equipment, including land and buildings, motor vehicles, and office and workshop equipment, as well as amortization of intangible assets, including customer lists and contracts, and amortization of finance lease right-of-use assets.
Interest Expense, Net
Interest expense, net comprises the difference between interest receivable on funds invested and interest payable on borrowings and finance lease liabilities.
Other Income, Net
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.
Provision for Income Taxes
Provision for income taxes consists of an estimate of U.S. federal and state, Canadian, U.K. and foreign income taxes based on enacted U.S. federal and state, Canadian, U.K. and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws. We continue to maintain a valuation allowance related to specific net deferred tax assets where it is not more likely than not that the deferred tax assets will be realized.
Results of Operations
The table below summarizes our consolidated results of operations for the periods indicated.
| Three Months Ended July 31, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Revenues: | |||||||||||
Equipment rentals | $ | 2,927 | $ | 2,601 | |||||||
Sales of rental equipment | 85 | 103 | |||||||||
Sales of new equipment, merchandise and consumables | 103 | 97 | |||||||||
| Total revenues | 3,115 | 2,801 | |||||||||
Cost of revenues: | |||||||||||
Cost of equipment rentals, excluding depreciation | 1,265 | 1,072 | |||||||||
Depreciation of rental equipment | 470 | 458 | |||||||||
Cost of rental equipment sales | 70 | 90 | |||||||||
Cost of sales of new equipment, merchandise and consumables | 61 | 58 | |||||||||
| Total cost of revenues | 1,866 | 1,678 | |||||||||
| Gross profit | 1,249 | 1,123 | |||||||||
Selling, general and administrative expenses | 443 | 414 | |||||||||
Non-rental depreciation and amortization | 115 | 113 | |||||||||
| Operating income | 691 | 596 | |||||||||
Interest expense, net | 107 | 95 | |||||||||
Other income, net | (7) | (7) | |||||||||
| Income before provision for income taxes | 591 | 508 | |||||||||
Provision for income taxes | 153 | 135 | |||||||||
| Net income | $ | 438 | $ | 373 | |||||||
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Three Months Ended July 31, 2026 Compared With Three Months Ended July 31, 2025
Revenues
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.
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.
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.
North America – Specialty. Equipment rentals revenue attributable to the North America – Specialty segment increased by $216 million, or 25%, to $1,070 million in the three months ended July 31, 2026, from $854 million in the three months ended July 31, 2025. This increase was primarily due to a 13% increase in the average OEC, with increased rental volumes, coupled with an increase in dollar utilization to 77% compared to 74% in the prior year reflecting increased fleet utilization and efficiency. 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. In the three months ended July 31, 2026, equipment rentals revenue attributable to same-store and greenfield sites increased by 19% compared to the three months ended July 31, 2025, while equipment rentals revenue attributable to bolt-on acquisitions since May 1, 2025 contributed a further 6% of equipment rentals revenue growth over the same period.
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.
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.
On a segment basis, revenues from the sale of rental equipment attributable to the North America – General Tool, North America – Specialty and United Kingdom segments represented 63%, 24% and 13%, respectively, of total revenues from the sale of rental equipment in the three months ended July 31, 2026, compared to 69%, 22% and 9%, respectively, in the three months ended July 31, 2025.
North America – General Tool. Revenues from the sale of rental equipment attributable to the North America – General Tool segment decreased by $17 million, or 24%, to $54 million in the three months ended July 31, 2026, from $71 million in the three months ended July 31, 2025.
North America – Specialty. Revenues from the sale of rental equipment attributable to the North America – Specialty segment decreased by $3 million, or 13%, to $20 million in the three months ended July 31, 2026, from $23 million in the three months ended July 31, 2025.
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United Kingdom. Revenues from the sale of rental equipment attributable to the United Kingdom segment increased by $2 million, or 22%, to $11 million in the three months ended July 31, 2026, from $9 million in the three months ended July 31, 2025.
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.
On a segment basis, revenues from the sale of new equipment, merchandise and consumables attributable to the North America – General Tool, North America – Specialty and United Kingdom segments represented 40%, 41% and 19%, respectively, of total revenues from the sale of new equipment, merchandise and consumables in the three months ended July 31, 2026, compared to 44%, 34% and 22%, respectively, in the three months ended July 31, 2025.
North America – General Tool. Revenues from the sale of new equipment, merchandise and consumables attributable to the North America – General Tool segment decreased by $2 million, or 5%, to $41 million in the three months ended July 31, 2026, from $43 million in the three months ended July 31, 2025.
North America – Specialty. Revenues from the sale of new equipment, merchandise and consumables attributable to the North America – Specialty segment increased by $10 million, or 31%, to $42 million in the three months ended July 31, 2026, from $32 million in the three months ended July 31, 2025.
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.
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.
Cost of Revenues
Cost of equipment rentals, excluding depreciation. Cost of equipment rentals, excluding depreciation increased by $193 million, or 18%, to $1,265 million in the three months ended July 31, 2026, from $1,072 million in the three months ended July 31, 2025. This increase was primarily due to an increase in staff costs, reflecting, in part, activity levels within the business, and fuel costs, reflecting market based factors and the increase in fuel revenue, in particular, in the North America - Specialty segment. In addition, higher costs associated with repairs and maintenance of equipment were experienced.
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.
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.
Cost of sales of new equipment, merchandise and consumables. Cost of sales of new equipment, merchandise and consumables increased by $3 million, or 5%, to $61 million in the three months ended July 31, 2026, from $58 million
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in the three months ended July 31, 2025. This primarily arose in the North America - Specialty segment, as discussed above.
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.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $29 million, or 7%, to $443 million in the three months ended July 31, 2026, from $414 million in the three months ended July 31, 2025. This increase was primarily due to increased staff costs in the three months ended July 31, 2026. This was partially offset by the decrease in non-recurring costs related to restructuring and relisting activities, which totaled $6 million in the three months ended July 31, 2026, compared to $13 million in the three months ended July 31, 2025.
Non-rental Depreciation and Amortization
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.
Interest expense, net
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.
Other income, net
Other income, net remained constant at $7 million in the three months ended July 31, 2026 and the three months ended July 31, 2025.
Net Income
For the reasons explained above, net income increased by $65 million, or 17%, to $438 million in the three months ended July 31, 2026, from $373 million in the three months ended July 31, 2025.
Liquidity and Capital Resources
Sources and Uses of Cash
Our primary existing sources of liquidity are (i) cash generated from operations, (ii) cash generated from sales of tangible fixed assets (primarily used rental equipment), and (iii) borrowings available under our ABL Facility.
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.
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.
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Cash Flows
The table below presents a summary of our cash flows for the periods indicated.
| Three Months Ended July 31, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Cash provided by (used in): | |||||||||||
Operating activities | $ | 840 | $ | 868 | |||||||
Investing activities | (1,438) | (422) | |||||||||
Financing activities | 601 | (444) | |||||||||
Effect of exchange rate changes | — | — | |||||||||
| Net change in cash and cash equivalents | $ | 3 | $ | 2 | |||||||
Cash Flows from Operating Activities
Net cash inflow provided by operating activities decreased by $28 million, or 3%, to $840 million in the three months ended July 31, 2026, from $868 million in the three months ended July 31, 2025, primarily due to movements in working capital due to an increase in accounts receivable and decrease in accounts payable, offset by improved income from operations.
Cash Flows from Investing Activities
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.
Cash Flows from Financing Activities
Net cash provided by financing activities increased by $1,045 million, or 235%, to $601 million in the three months ended July 31, 2026, from cash used in financing activities of $444 million in the three months ended July 31, 2025, primarily attributable to net proceeds from debt of $984 million in the three months ended July 31, 2026 compared to net repayments of debt of $92 million in the three months ended July 31, 2025. Additionally, $56 million was spent on share repurchases under the buyback program launched in March 2026 during the three months ended July 31, 2026, for which there were $330 million of comparable outflows in the three months ended July 31, 2025. This was partially offset by dividends paid of $307 million in the three months ended July 31, 2026, compared to no dividends paid in the three months ended July 31, 2025, reflecting a shift in the timing of dividend payments with the Company intending to provide shareholders with a regular cash return consistent with U.S. market practice. Following the end of the quarter, on September 9, 2026, the Board of Directors declared a quarterly cash dividend of $0.30 per share of common stock, payable on October 2, 2026, to stockholders of record as of September 18, 2026.
Borrowings
The following section summarizes certain material provisions of our long-term debt facilities and current obligations.
| (In millions) | July 31, 2026 | April 30, 2026 | |||||||||
Short-term debt and current maturities of long-term debt | $ | 550 | $ | 550 | |||||||
Long-term debt | 8,006 | 7,033 | |||||||||
Total debt | $ | 8,556 | $ | 7,583 | |||||||
Senior notes
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
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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.
First priority senior secured credit facility (“ABL Facility”)
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).
Other
The Company was in compliance with all debt covenants that were in effect as of July 31, 2026. See Note 9, Debt to the Unaudited Condensed Consolidated Financial Statements in “Item 1. Unaudited Condensed Consolidated Financial Statements” of this report for further details regarding the Company’s debt.
There have been no significant changes to the Company’s accounting policies on valuing or managing the risk of financial instruments during the three months ended July 31, 2026.
Off-Balance Sheet Arrangements
We had no material off-balance sheet arrangements as of July 31, 2026.
Critical Accounting Policies and Estimates
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.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 2, "Basis of Presentation and Significant Accounting Policies" in Part I, Item 1 “Unaudited Condensed Consolidated Financial Statements” of this Quarterly Report.
Segment Information
Our reportable operating segments are: (i) North America – General Tool, (ii) North America – Specialty, and (iii) the United Kingdom (see “Segment Information” under Item 1 “Unaudited Condensed Consolidated Financial Statements” for further information). This division reflects the basis upon which we review the performance and allocate resources to the business.
The Company manages debt, its lease portfolio, and taxation centrally, rather than by operating segments. Accordingly, segmental costs are stated excluding the impact of ASC 842 lease accounting in relation to the Company’s property leases, and before interest and taxation, which are reported as central cost items. There are no material sales between the operating segments.
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.
In addition to segment results, we also report capital expenditure and assets by operating segment. Capital expenditure represents additions to rental equipment, property and equipment, and includes additions through the acquisition of businesses. Operating segment assets exclude corporate assets, such as cash and cash equivalents, corporate facilities, other intangible assets, and tax assets.
The table below presents selected financial information by reportable segment.
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| North America | |||||||||||||||||
| (In millions) | General Tool | Specialty | United Kingdom | ||||||||||||||
Three Months Ended July 31, 2026 | |||||||||||||||||
Equipment rentals | $ | 1,648 | $ | 1,070 | $ | 209 | |||||||||||
Sales of rental equipment | 54 | 20 | 11 | ||||||||||||||
Sales of new equipment, merchandise and consumables | 41 | 42 | 20 | ||||||||||||||
| Total revenues | 1,743 | 1,132 | 240 | ||||||||||||||
Cost of rental equipment sales | (46) | (16) | (8) | ||||||||||||||
Staff costs(1) | (366) | (210) | (69) | ||||||||||||||
Depreciation | (359) | (146) | (41) | ||||||||||||||
Other segment items(2) | (433) | (387) | (102) | ||||||||||||||
| Adjusted segment operating profit | $ | 539 | $ | 373 | $ | 20 | |||||||||||
Three Months Ended July 31, 2025 | |||||||||||||||||
Equipment rentals | $ | 1,535 | $ | 854 | $ | 212 | |||||||||||
Sales of rental equipment | 71 | 23 | 9 | ||||||||||||||
Sales of new equipment, merchandise and consumables | 43 | 32 | 22 | ||||||||||||||
| Total revenues | 1,649 | 909 | 243 | ||||||||||||||
Cost of rental equipment sales | (61) | (23) | (6) | ||||||||||||||
Staff costs(1) | (329) | (177) | (70) | ||||||||||||||
Depreciation | (351) | (136) | (45) | ||||||||||||||
Other segment items(2) | (389) | (273) | (102) | ||||||||||||||
| Adjusted segment operating profit | $ | 519 | $ | 300 | $ | 20 | |||||||||||
(1) Staff costs comprise salaries and related benefits and retirement costs.
(2) Other segment items comprise spares, vehicle, facility and other miscellaneous costs.
Adjusted segment operating profit
North America – General Tool. In the North America – General Tool segment, equipment rentals revenue increased $113 million, or 7%, in the three months ended July 31, 2026 driven primarily by volume growth, with the average original equipment cost increasing 5%, coupled with an increase in physical utilization, supported by positive rental rate movements, offset by general inflationary factors. This increase in equipment rentals revenue was partially offset by increases in certain variable costs of the business. Staff costs increased by $37 million, or 11%, in the three months ended July 31, 2026, reflecting in part activity levels, while increases in fuel costs reflected market based factors. Adjusted segment operating profit increased by $20 million, or 4%, to $539 million, from $519 million in the three months ended July 31, 2025.
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.
United Kingdom. In the United Kingdom segment, adjusted segment operating profit remained constant at $20 million in the three months ended July 31, 2026, compared to the three months ended July 31, 2025.
Please see “Results of Operations” above for a further discussion of our segment results during the periods presented.
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Key Financial Metrics
We use the following key performance indicators ("KPIs") and non-GAAP financial measures to analyze our business performance and financial position and to develop strategic plans, which we believe provide useful information to the market to aid in understanding and evaluating our results of operations and financial position in the same manner as our management team. Certain judgments and estimates are inherent in our process to calculate these metrics. Certain of these metrics are operating statistics that may not be derived from our condensed consolidated financial statements. These metrics are presented for supplemental information purposes only, should not be considered a substitute for financial information presented in accordance with U.S. GAAP, and may differ from similarly titled metrics or measures presented by other companies. See “Non-GAAP Financial Measures” below for our definitions of these non-GAAP financial measures, information about how and why we use these non-GAAP financial measures and a reconciliation of each of these non-GAAP financial measures to its most directly comparable financial measure calculated in accordance with U.S. GAAP.
The following table sets forth a summary of the key financial metrics.
| ($ in millions, unless otherwise stated) | Three Months Ended July 31, | ||||||||||
| 2026 | 2025 | ||||||||||
Net income | $ | 438 | $ | 373 | |||||||
Net income margin | 14 | % | 13 | % | |||||||
EBITDA(1) | $ | 1,283 | $ | 1,174 | |||||||
EBITDA margin (1) | 41 | % | 42 | % | |||||||
Adjusted EBITDA(1) | $ | 1,315 | $ | 1,210 | |||||||
Adjusted EBITDA margin(1) | 42 | % | 43 | % | |||||||
Net cash provided by operating activities | $ | 840 | $ | 868 | |||||||
Free cash flow(1) | 70 | 468 | |||||||||
Operating income | 691 | 596 | |||||||||
Adjusted operating profit(1) | 759 | 667 | |||||||||
Dollar utilization(2) | |||||||||||
North America – General Tool | 47 | % | 47 | % | |||||||
North America – Specialty | 77 | % | 74 | % | |||||||
United Kingdom | 54 | % | 53 | % | |||||||
Original equipment cost | |||||||||||
North America – General Tool | $ | 13,361 | $ | 12,542 | |||||||
North America – Specialty | 5,277 | 4,582 | |||||||||
United Kingdom | 1,464 | 1,536 | |||||||||
(1) Non-GAAP financial measure. See “—Non-GAAP Financial Measures” below for definitions and reconciliations to the most directly comparable U.S. GAAP measure.
Key Performance Indicators
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.
Dollar utilization
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.
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Management believes that dollar utilization provides useful information to investors and management to demonstrate how effectively we recover value from our rental assets. Management uses dollar utilization when reviewing operating performance on a segment basis and to help inform capital allocation decisions within the business.
Original equipment cost
We consider original equipment cost to be a KPI on a segment basis. OEC reflects the original cost of our equipment on rent.
Management believes that OEC, along with dollar utilization, provide useful information to investors and management to demonstrate the utilization of our rental equipment. Management uses OEC when reviewing operating performance on a segment basis and to help inform capital allocation decisions within the business.
Non-GAAP Financial Measures
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.
EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin
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.
Management believes that EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, when viewed with our U.S. GAAP results and the accompanying reconciliations, provide useful information about our operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA help investors gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced.
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The table below presents a reconciliation of the non-GAAP measures EBITDA and adjusted EBITDA to net income, as well as the EBITDA margin and adjusted EBITDA margin to net income margin, which in each case represents, in management's view, the most directly comparable U.S. GAAP measure, for the periods indicated.
| Three Months Ended July 31, | |||||||||||
| ($ in millions, unless otherwise stated) | 2026 | 2025 | |||||||||
Net income | $ | 438 | $ | 373 | |||||||
Provision for income taxes | 153 | 135 | |||||||||
Interest expense, net | 107 | 95 | |||||||||
Depreciation of rental equipment | 470 | 458 | |||||||||
Non-rental depreciation and amortization | 115 | 113 | |||||||||
| EBITDA | $ | 1,283 | $ | 1,174 | |||||||
Stock-based compensation expense, net | 26 | 23 | |||||||||
Restructuring costs:(1) | |||||||||||
Staff costs | 2 | 2 | |||||||||
Other restructuring costs | 4 | 11 | |||||||||
| Adjusted EBITDA | $ | 1,315 | $ | 1,210 | |||||||
Total revenues | $ | 3,115 | $ | 2,801 | |||||||
Net income margin(2) | 14% | 13% | |||||||||
| EBITDA margin | 41% | 42% | |||||||||
| Adjusted EBITDA margin | 42% | 43% | |||||||||
(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.
(2) Net income margin is calculated as net income divided by total revenues.
Free cash flow
We use the non-GAAP measure “free cash flow” to reflect the cash retained prior to discretionary expenditure on acquisitions and returns to shareholders. The composition of these measures is not addressed or prescribed by U.S. GAAP. We define free cash flow as net cash provided by operating activities less net expenditure on rental and non-rental equipment (comprising payments for purchases of equipment less disposal proceeds received in relation to sales of equipment).
Management believes that free cash flow provides useful information to management and investors as an additional liquidity measure because it measures the amount of cash available, after net expenditures on rental and non-rental equipment, for activities such as making discretionary expenditures on acquisitions and providing returns to shareholders.
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.
| Three Months Ended July 31, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
Net cash provided by operating activities | $ | 840 | $ | 868 | |||||||
Payments for purchases of rental equipment | (759) | (394) | |||||||||
Payments for non-rental property and equipment | (96) | (111) | |||||||||
Proceeds from sales of rental equipment | 77 | 92 | |||||||||
Proceeds from disposal of non-rental property and equipment | 8 | 13 | |||||||||
| Free cash flow | $ | 70 | $ | 468 | |||||||
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Adjusted operating profit
We use the non-GAAP measure “adjusted operating profit” to evaluate the underlying profitability of our core operations. The composition of this measure is not addressed or prescribed by U.S. GAAP. We define adjusted operating profit as operating income after other (income) expense, net, and before amortization of acquired intangibles, 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.
Management believes that adjusted operating profit provides useful information to management and investors about our underlying profitability without regard to non-core items that may not be indicative of our main business activities, thus allowing for a more meaningful comparison between our core performance over different periods of time, as well as those of other similar companies.
The table below presents a reconciliation of the non-GAAP measure adjusting operating profit to operating income, which represents, in management's view, the most directly comparable U.S. GAAP measure, for the periods indicated.
| Three Months Ended July 31, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
Operating income | $ | 691 | $ | 596 | |||||||
Other income, net | 7 | 7 | |||||||||
Amortization of acquired intangibles | 29 | 28 | |||||||||
Stock-based compensation expense, net | 26 | 23 | |||||||||
Restructuring costs:(1) | |||||||||||
Staff costs | 2 | 2 | |||||||||
Other restructuring costs | 4 | 11 | |||||||||
Adjusted operating profit | $ | 759 | $ | 667 | |||||||
(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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to a variety of market risks, primarily related to changes in interest rates and foreign currencies.
Interest Rate Risk
As of July 31, 2026, we had $8,556 million of outstanding debt, of which 86% bears interest at a fixed rate and 14% bears interest at a floating rate. Since our accounting policy requires all borrowings to be held at amortized cost, the carrying value of fixed rate debt is unaffected by changes in credit conditions in the debt markets and, accordingly, there is no exposure to fair value interest rate risk. We are, however, exposed to interest rate risk on our floating rate debt under the ABL Facility, and fluctuations in interest rates may affect our interest expense under the ABL Facility and any new debt arrangement.
Our ABL Facility is priced based on average availability according to a grid, varying from the applicable benchmark interest rate (SOFR for U.S. dollar, SONIA for British pound and CORRA for Canadian dollar loans) plus 125 basis points to 137.5 basis points. As of July 31, 2026, the interest rates applicable to the floating rate debt were the applicable benchmark interest rate plus 125 basis points. As of the same date, based on the amount of floating rate debt outstanding, Sunbelt’s pre-tax profits would change by approximately $12 million for each percentage point change in interest rates applicable to the floating rate debt and, after tax effects, equity would change by approximately $9 million. The amount of our floating rate debt may fluctuate as a result of changes in the amount of debt outstanding under the ABL Facility.
We periodically utilize interest rate swap agreements to manage and mitigate our exposure to changes in interest rates. However, as of July 31, 2026, we had no such swap agreements outstanding. We may also at times hold cash and cash equivalents which earn interest at a variable rate.
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Currency Risk
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 from our U.K. and Canadian businesses, respectively. Consequently, any change in exchange rates between the U.S. dollar and British pound or the Canadian dollar will affect our consolidated income statement and balance sheet when our results are translated into U.S. dollars for reporting purposes.
Our exposure to exchange rate movements on trading transactions is relatively limited. All subsidiary companies invoice revenue in their respective local currency and generally incur expense and purchase assets in their local currency. Consequently, we do not routinely hedge either forecast foreign exchange exposures or the impact of exchange rate movements on the translation of overseas profits into U.S. dollars.
Based on the currency mix of our profits and debt levels, interest and exchange rates as of July 31, 2026, a 1% change in the Canadian dollar and British pound to U.S. dollar exchange rates would impact pre-tax profits on an annualized basis by $0.1 million and equity by $22.7 million. As of July 31, 2026, we had no outstanding foreign exchange contracts.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of July 31, 2026. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of July 31, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended July 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings
We are involved in various legal proceedings, claims and governmental audits in the ordinary course of business, including, but not limited to, general liability claims (including personal injury, product liability, and property and automobile claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations and contract and real estate matters. In the opinion of management, based on information currently available, the ultimate disposition of these proceedings, claims and audits will not have a material adverse effect on our financial position, results of operations, or cash flows.
Item 1A. Risk Factors
Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “2026 Form 10-K”), which risk factors are incorporated herein by reference. There are no material changes from the risk factors set forth in the 2026 Form 10-K. You should carefully consider the risk factors in our 2026 Form 10-K in conjunction with the other information contained in this report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On December 9, 2025, the Company announced a new share repurchase program of up to $1.5 billion that commenced on March 2, 2026. The following table provides information about purchases of our common stock during the first quarter ended July 31, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Dollar Amount of Shares That May Yet Be Purchased under the Program (1) | |||||||||||||||||||
May 1, 2026 to May 31, 2026 | 300,000 | $ | 76.08 | 300,000 | $ | 1,221,067,397 | |||||||||||||||||
June 1, 2026 to June 30, 2026 | 279,000 | $ | 79.84 | 279,000 | 1,198,793,413 | ||||||||||||||||||
July 1, 2026 to July 31, 2026 | 146,000 | $ | 72.70 | 146,000 | 1,188,179,914 | ||||||||||||||||||
| Total | 725,000 | 725,000 | |||||||||||||||||||||
(1)A one percent excise tax is imposed on “net repurchases” (certain purchases minus issuances) of common stock. The repurchases above (as well as the total program size) do not include the excise tax, which totaled $3 million for the repurchases made under the program detailed above.
Item 5. Other Information
Insider Trading Arrangements
During the quarter ended July 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
Certain of our officers or directors have made, and may from time to time make, elections to have shares withheld or sold to cover tax withholding obligations that arise upon the settlement of awards granted under our equity incentive plan, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or constitute non-Rule 10b5-1 trading arrangements.
Item 6. Exhibits
Exhibit Number | Exhibit Description | ||||
3.1 | |||||
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3.2 | |||||
| 4.1 | |||||
10.1†# | |||||
10.2†# | |||||
31.1# | |||||
31.2# | |||||
32.1* | |||||
32.2* | |||||
101.1# | Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”). | ||||
104# | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101.1). | ||||
__________
† Indicates a management contract or compensatory plan.
# Filed herewith.
* Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Sunbelt Rentals Holdings, Inc. | ||||||||
Date: September 9, 2026 | By: | /s/ Alex Pease | ||||||
Name: Alex Pease | ||||||||
Title: Chief Financial Officer | ||||||||
(Principal Financial Officer and Duly Authorized Officer) | ||||||||
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