Sunbelt Rentals Holdings, Inc 10-Q for FY2026 Q3

Sunbelt Rentals Holdings, Inc. (SUNB)

10-Q 2026-03-12 For: 2026-01-31

Added on April 12, 2026

About this 10-Q

Sunbelt Rentals Holdings, Inc filed this 10-Q on March 12, 2026, covering the quarter ended January 31, 2026 (FY2026 Q3).

Headline figures

Quarter ended January 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.64B; up 2.7% from $2.57B a year earlier
Net income: $290M; down 10.8% from net income of $325M a year earlier
Diluted EPS: $0.69; down 6.8% from $0.74 a year earlier

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Delaware									33-3657151
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

1799 Innovation Pt
Fort Mill, SC									29715
(Address of Principal Executive Offices)									(Zip Code)


		Page
Part 1.	Financial Information	3














Item 1.	Unaudited Condensed Consolidated Financial Statements	3
	Ashtead Group plc (predecessor):
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Income	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	6
	Unaudited Condensed Consolidated Statement of Cash Flows	8
	Notes to the Unaudited Condensed Consolidated Financial Statements	10
	Sunbelt Rentals Holdings, Inc.:
	Sunbelt Rentals Holdings, Inc. Unaudited Condensed Consolidated Balance Sheets	27
	Notes to Sunbelt Rentals Holdings, Inc. Unaudited Condensed Consolidated Financial Statements	28
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	47
Part 2.	Other Information	49
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 6.	Exhibits	49
Signatures		51


(In millions, except share data)	January 31, 2026		April 30, 2025
ASSETS
Cash and cash equivalents	$	39	$	21
Accounts receivable, net of allowance for credit losses of $110 and $102, respectively	1,683		1,481
Inventory	159		147
Prepaid expenses and other assets	412		372
Total current assets	2,293		2,021
Rental equipment, net	11,264		11,340
Property and equipment, net	2,067		2,038
Goodwill	3,444		3,348
Other intangible assets, net	365		433
Operating lease right-of-use assets	2,628		2,523
Other long-term assets	252		267
Total non-current assets	20,020		19,949
Total assets	$	22,313	$	21,970
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short term debt and current maturities of long-term debt	$	549	$	—
Accounts payable	383		302
Accrued expenses and other liabilities	1,038		991
Operating lease liabilities	282		266
Total current liabilities	2,252		1,559
Long-term debt	7,095		7,500
Deferred taxes	2,402		2,288
Non-current portion of operating lease liabilities	2,541		2,434
Other long-term liabilities	408		390
Total non-current liabilities	12,446		12,612
Total liabilities	14,698		14,171
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock – £0.10 ($0.18) par value, 451,354,833 and 415,072,800 shares issued and outstanding, respectively, as of January 31, 2026, 451,354,833 and 430,708,216 shares issued and outstanding, respectively, as of April 30, 2025	82		82
Additional paid-in capital	50		46
Retained earnings	9,895		9,103
Treasury stock at cost – 35,926,987 and 20,111,957 shares as of January 31, 2026 and April 30, 2025, respectively	(2,218)		(1,171)
Common stock held by the ESOT – 355,046 and 534,660 shares as of January 31, 2026 and April 30, 2025, respectively	(23)		(35)
Accumulated other comprehensive loss	(171)		(226)
Total stockholders’ equity	7,615		7,799
Total liabilities and stockholders’ equity	$	22,313	$	21,970


	Three Months Ended January 31,				Nine Months Ended January 31,
	2026		2025		2026		2025
Revenues:
Equipment rentals	$	2,443	$	2,381	$	7,800	$	7,646
Sales of rental equipment	105		107		316		355
Sales of new equipment, merchandise and consumables	89		79		284		261
Total revenues	2,637		2,567		8,400		8,262
Cost of revenues:
Cost of equipment rentals, excluding depreciation	1,056		985		3,255		3,064
Depreciation of rental equipment	460		460		1,385		1,362
Cost of rental equipment sales	82		86		273		298
Cost of sales of new equipment, merchandise and consumables	55		46		175		153
Total cost of revenues	1,653		1,577		5,088		4,877
Gross profit	984		990		3,312		3,385
Selling, general and administrative expenses	379		347		1,198		1,077
Non-rental depreciation and amortization	113		111		343		325
Operating income	492		532		1,771		1,983
Interest expense, net	98		107		291		329
Other expense (income), net	—		(5)		(5)		11
Income before provision for income taxes	394		430		1,485		1,643
Provision for income taxes	104		105		386		419
Net income	$	290	$	325	$	1,099	$	1,224
Basic earnings per share	$	0.69	$	0.74	$	2.60	$	2.80
Diluted earnings per share	$	0.69	$	0.74	$	2.59	$	2.79


	Three Months Ended January 31,				Nine Months Ended January 31,
	2026		2025		2026		2025
Net income	$	290	$	325	$	1,099	$	1,224
Other comprehensive income (loss), net of tax :
Foreign currency translation adjustments(1)	88		(62)		55		(53)
Other comprehensive income (loss)	88		(62)		55		(53)
Total comprehensive income	$	378	$	263	$	1,154	$	1,171


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended January 31, 2026
	Common Stock			Additional Paid-in Capital		Retained Earnings		Treasury Stock			Common stock held by the ESOT			Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Number of Shares	Amount						Number of Shares	Amount		Number of Shares	Amount
Balance as of October 31, 2025	451,354,833	$	82	$	46	$	9,605	30,970,321	$	(1,887)	364,079	$	(23)	$	(259)	$	7,564
Net income						290										290
Foreign currency translation adjustments														88		88
Stock based compensation				4												4
Repurchase of common stock								4,956,666	(331)		(9,033)					(331)
Balance as of January 31, 2026	451,354,833	$	82	$	50	$	9,895	35,926,987	$	(2,218)	355,046	$	(23)	$	(171)	$	7,615


	Three Months Ended January 31, 2025
	Common Stock			Additional Paid-in Capital		Retained Earnings		Treasury Stock			Common stock held by the ESOT			Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Number of Shares	Amount						Number of Shares	Amount		Number of Shares	Amount
Balance as of October 31, 2024	451,354,833	$	82	$	32	$	8,603	14,056,026	$	(819)	538,294	$	(35)	$	(271)	$	7,592
Net income						325										325
Foreign currency translation adjustments														(62)		(62)
Stock based compensation				12												12
Repurchase of common stock								1,461,333	(93)		(3,634)					(93)
Balance as of January 31, 2025	451,354,833	$	82	$	44	$	8,928	15,517,359	$	(912)	534,660	$	(35)	$	(333)	$	7,774


	Nine Months Ended January 31, 2026
	Common Stock			Additional Paid-in Capital		Retained Earnings		Treasury Stock			Common stock held by the ESOT			Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Number of Shares	Amount						Number of Shares	Amount		Number of Shares	Amount
Balance as of April 30, 2025	451,354,833	$	82	$	46	$	9,103	20,111,957	$	(1,171)	534,660	$	(35)	$	(226)	$	7,799
Net income						1,099										1,099
Foreign currency translation adjustments														55		55
Dividends declared, $0.72 per share						(305)										(305)
Stock based compensation				4		(2)						31				33
Repurchase of common stock								15,815,030	(1,047)		(179,614)	(19)				(1,066)
Balance as of January 31, 2026	451,354,833	$	82	$	50	$	9,895	35,926,987	$	(2,218)	355,046	$	(23)	$	(171)	$	7,615


	Nine Months Ended January 31, 2025
	Common Stock			Additional Paid-in Capital		Retained Earnings		Treasury Stock			Common stock held by the ESOT			Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Number of Shares	Amount						Number of Shares	Amount		Number of Shares	Amount
Balance as of April 30, 2024	451,354,833	$	82	$	37	$	8,084	14,056,026	$	(819)	853,869	$	(44)	$	(280)	$	7,060
Net income						1,224										1,224
Foreign currency translation adjustments														(53)		(53)
Dividends declared, $0.89 per share						(390)										(390)
Stock based compensation				7		10						94				111
Repurchase of common stock								1,461,333	(93)		(319,209)	(85)				(178)
Balance as of January 31, 2025	451,354,833	$	82	$	44	$	8,928	15,517,359	$	(912)	534,660	$	(35)	$	(333)	$	7,774


	For the Three Months Ended January 31,
	2026						2025
(in millions)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Revenues:
Equipment rentals	$	1,974	$	—	$	1,974	$	1,918	$	—	$	1,918
Other rental revenue:
Delivery and pick-up	—		194		194		—		197		197
Other	79		196		275		79		187		266
Total equipment rentals	2,053		390		2,443		1,997		384		2,381
Sales of rental equipment	—		105		105		—		107		107
Sales of new equipment, merchandise and consumables	—		89		89		—		79		79
Total revenues	$	2,053	$	584	$	2,637	$	1,997	$	570	$	2,567


	For the Nine Months Ended January 31,
	2026						2025
(in millions)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Revenues:
Equipment rentals	$	6,304	$	—	$	6,304	$	6,167	$	—	$	6,167
Other rental revenue:
Delivery and pick-up	—		659		659		—		666		666
Other	264		573		837		262		551		813
Total equipment rentals	6,568		1,232		7,800		6,429		1,217		7,646
Sales of rental equipment	—		316		316		—		355		355
Sales of new equipment, merchandise and consumables	—		284		284		—		261		261
Total revenues	$	6,568	$	1,832	$	8,400	$	6,429	$	1,833	$	8,262


(in millions)	Total
Accounts receivables	$	10
Inventory	1
Rental equipment	67
Property and equipment	4
Operating lease right-of-use assets	20
Intangible assets	28
Total identifiable assets acquired	130
Accounts payable, accrued expenses and other liabilities	(6)
Deferred taxes	(8)
Operating lease liabilities	(20)
Long-term debt	(18)
Total liabilities assumed	(52)
Net identifiable assets acquired	78
Goodwill	85
Net assets acquired	$	163


(in millions)	Fair value		Life (years)
Customer lists	$	27	8
Software	1		7
Total	$	28


	Three Months Ended January 31,				Nine Months Ended January 31,
(in millions)	2026		2025		2026		2025
Beginning balance	$	111	$	151	$	102	$	141
Amounts written off or recovered	(15)		(16)		(37)		(34)
Increase in allowance recognized	14		14		45		42
Ending balance	$	110	$	149	$	110	$	149


	North America
(in millions)	General Tool		Specialty		U.K.		Total
As of January 31, 2026
Capital expenditures	$	1,184	$	522	$	129	$	1,835

Segment assets	$	10,170	$	3,769	$	1,177	$	15,116
Corporate							7,197
Total assets							$	22,313

As of January 31, 2025
Capital expenditures	$	1,538	$	480	$	158	$	2,176

As of April 30, 2025
Segment assets	$	10,083	$	3,623	$	1,198	$	14,904
Corporate							7,066
Total assets							$	21,970


		As of January 31, 2026
(in millions)		Carrying Amount		Fair Value
Assets:
Equity investments	Level 3	$	32	$	32
Liabilities:
Senior notes	Level 2	6,160		6,234
Contingent consideration	Level 3	31		31


		As of April 30, 2025
(in millions)			Carrying Amount		Fair Value
Assets:
Equity investments	Level 3		$	32	$	32
Liabilities:
Senior notes	Level 1		6,154		6,018
Contingent consideration	Level 3		18		18


(in millions)	As of January 31, 2026		As of April 30, 2025
Raw materials, consumables and spares	$	78	$	75
Goods for resale	81		72
Inventory	$	159	$	147


	Level 3
(in millions)
Beginning Balance as of April 30, 2025	$	18
Acquired businesses	13
Ending Balance as of January 31, 2026	$	31


(in millions)	January 31, 2026		April 30, 2025
First priority senior secured bank debt	$	1,484	$	1,346
1.500% senior notes, due August 2026	549		549
4.375% senior notes, due August 2027	598		598
4.000% senior notes, due May 2028	598		597
4.250% senior notes, due November 2029	597		596
2.450% senior notes, due August 2031	746		745
5.500% senior notes, due August 2032	741		740
5.550% senior notes, due May 2033	744		744
5.950% senior notes, due October 2033	745		744
5.800% senior notes, due April 2034	842		841
Total debt	$	7,644	$	7,500
Less: short-term portion (1)	(549)		—
Total long-term debt	$	7,095	$	7,500


			Shares
Outstanding as of April 30, 2025			1,646,417
Granted			753,877
Exercised			(413,737)
Expired/lapsed			(310,232)
Reclassification to equity-classified awards (1)			(32,287)
Outstanding and exercisable as of January 31, 2026			1,644,038


	Shares	Weighted-Average Fair Value
Outstanding as of April 30, 2025	543,686	$	60.97	(1)
Granted	199,852	58.67
Exercised	(51,971)	33.96
Expired/lapsed	(112,215)	44.41
Reclassification from liability-classified awards (2)	32,287	71.92
Outstanding and exercisable as of January 31, 2026	611,639	$	66.13


(in millions)	Employee Related Cost		Other Restructuring Cost		Total Restructuring Costs
Liability balance as of April 30, 2025	$	—	$	—	$	—
Net charges to earnings	9		1		10
Cash paid	(5)		—		(5)
Foreign currency translation	—		—		—
Liability balance as of January 31, 2026	$	4	$	1	$	5


($ in millions)	Three months ended January 31,				Nine months ended January 31,
	2026		2025		2026		2025
Revenues:
Equipment rentals	$	2,443	$	2,381	$	7,800	$	7,646
Sales of rental equipment	105		107		316		355
Sales of new equipment, merchandise and consumables	89		79		284		261
Total revenues	2,637		2,567		8,400		8,262
Cost of revenues:
Cost of equipment rentals, excluding depreciation	1,056		985		3,255		3,064
Depreciation of rental equipment	460		460		1,385		1,362
Cost of rental equipment sales	82		86		273		298
Cost of sales of new equipment, merchandise and consumables	55		46		175		153
Total cost of revenues	1,653		1,577		5,088		4,877
Gross profit	984		990		3,312		3,385
Selling, general and administrative expenses	379		347		1,198		1,077
Non-rental depreciation and amortization	113		111		343		325
Operating income	492		532		1,771		1,983
Interest expense, net	98		107		291		329
Other expense (income), net	—		(5)		(5)		11
Income before provision for income taxes	394		430		1,485		1,643
Provision for income taxes	104		105		386		419
Net income	$	290	$	325	$	1,099	$	1,224


	As of
(in millions)	January 31, 2026		April 30, 2025
Current maturities of debt	$	549	$	—
Long-term debt	7,095		7,500
Total debt	$	7,644	$	7,500


($ in millions)	North America – General Tool		North America – Specialty		United Kingdom
Three months ended January 31, 2026
Equipment rentals	$	1,410	$	851	$	182
Sales of rental equipment	76		16		13
Sales of new equipment, merchandise and consumables	40		30		19
Total revenues	1,526		897		214
Cost of rental equipment sales	(54)		(19)		(10)
Staff costs(1)	(330)		(179)		(64)
Depreciation	(353)		(136)		(42)
Other segment items(2)	(375)		(292)		(91)
Adjusted segment operating profit	$	414	$	271	$	7

Three months ended January 31, 2025
Equipment rentals	$	1,388	$	815	$	178
Sales of rental equipment	79		16		12
Sales of new equipment, merchandise and consumables	40		22		17
Total revenues	1,507		853		207
Cost of rental equipment sales	(61)		(17)		(8)
Staff costs(1)	(298)		(166)		(62)
Depreciation	(349)		(139)		(43)
Other segment items(2)	(348)		(262)		(84)
Adjusted segment operating profit	$	451	$	269	$	10

Nine months ended January 31, 2026
Equipment rentals	$	4,575	$	2,621	$	604
Sales of rental equipment	222		60		34
Sales of new equipment, merchandise and consumables	128		96		60
Total revenues	4,925		2,777		698
Cost of rental equipment sales	(180)		(66)		(25)
Staff costs(1)	(992)		(531)		(201)
Depreciation	(1,057)		(404)		(132)
Other segment items(2)	(1,165)		(879)		(295)
Adjusted segment operating profit	$	1,531	$	897	$	45

Nine months ended January 31, 2025
Equipment rentals	$	4,512	$	2,545	$	589
Sales of rental equipment	258		59		38
Sales of new equipment, merchandise and consumables	129		73		59
Total revenues	4,899		2,677		686
Cost of rental equipment sales	(211)		(62)		(25)
Staff costs(1)	(924)		(509)		(195)
Depreciation	(1,034)		(406)		(129)
Other segment items(2)	(1,088)		(818)		(279)
Adjusted segment operating profit	$	1,642	$	882	$	58


($ in millions except percentages, unless otherwise stated)	Three months ended January 31,						Nine months ended January 31,
	2026			2025			2026			2025
Net income	$	290		$	325		$	1,099		$	1,224
Net income margin	11		%	13		%	13		%	15		%
EBITDA(1)	$	1,065		$	1,108		$	3,504		$	3,659
EBITDA margin (1)	40		%	43		%	42		%	44		%
Adjusted EBITDA(1)	$	1,082		$	1,117		$	3,610		$	3,671
Adjusted EBITDA margin(1)	41		%	44		%	43		%	44		%
Net cash provided by operating activities	$	969		$	917		$	2,834		$	2,855
Free cash flow(1)	415			415			1,428			782
Operating income	492			532			1,771			1,983
Adjusted operating profit(1)	539			574			1,984			2,070
Dollar utilization(2)
North America – General Tool	47		%	48		%	47		%	48		%
North America – Specialty	74		%	73		%	74		%	73		%
United Kingdom	52		%	53		%	52		%	53		%
Original equipment cost
North America – General Tool	$	12,925		$	12,517		$	12,925		$	12,517
North America – Specialty	4,714			4,555			4,714			4,555
United Kingdom	1,513			1,431			1,513			1,431


($ in millions, unless otherwise stated)	Three months ended January 31,						Nine months ended January 31,
	2026			2025			2026			2025
Net income	$	290		$	325		$	1,099		$	1,224
Provision for income taxes	104			105			386			419
Interest expense, net	98			107			291			329
Depreciation of rental equipment	460			460			1,385			1,362
Non-rental depreciation and amortization	113			111			343			325
EBITDA	$	1,065		$	1,108		$	3,504		$	3,659
Stock based compensation expense, net	6			3			40			6
Restructuring costs:(1)
Staff costs	2			2			15			2
Other restructuring costs	9			4			51			4
Adjusted EBITDA	$	1,082		$	1,117		$	3,610		$	3,671

Total revenues	$	2,637		$	2,567		$	8,400		$	8,262
Net income margin(2)	11		%	13		%	13		%	15		%
EBITDA margin	40		%	43		%	42		%	44		%
Adjusted EBITDA margin	41		%	44		%	43		%	44		%


Exhibit Number			Exhibit Description
3.1			Amended and Restated Certificate of Incorporation of Sunbelt Rentals Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed by Sunbelt Rentals Holdings, Inc. on February 13, 2026 (the “Form 10”)).
3.2			Amended and Restated Bylaws of Sunbelt Rentals Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Form 10).
10.1†			Amended and Restated Employment Agreement, dated as of January 19, 2026, by and among Sunbelt Rentals Holdings, Inc., Sunbelt Rentals, Inc. and Brendan Horgan (incorporated by reference to Exhibit 10.15 to the Form 10).
10.2†			Amended and Restated Employment Agreement, dated as of January 12, 2026, by and among Sunbelt Rentals Holdings, Inc., Sunbelt Rentals, Inc. and Alex Pease (incorporated by reference to Exhibit 10.16 to the Form 10).
10.3†			Amended and Restated Employment Agreement, dated as of January 16, 2026, by and among Sunbelt Rentals Holdings, Inc., Sunbelt Rentals, Inc. and John Washburn (incorporated by reference to Exhibit 10.17 to the Form 10).
10.4†			Amended and Restated Employment Agreement, dated as of January 14, 2026, by and among Sunbelt Rentals Holdings, Inc., Sunbelt Rentals, Inc. and Brad Lull (incorporated by reference to Exhibit 10.18 to the Form 10).
10.5†			Sunbelt Rentals Holdings, Inc. 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Form 10).
10.6†			Omnibus Amendment to The Ashtead Group Long-Term Incentive Plan 2021 (incorporated by reference to Exhibit 10.20 to the Form 10).
10.7†			Sunbelt Rentals Holdings, Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.21 to the Form 10)
31.1#			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2#			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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).


		Sunbelt Rentals Holdings, Inc.

Date: March 12, 2026	By:	/s/ Alex Pease
		Name: Alex Pease
		Title: Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)


Date:	March 12, 2026	/s/ Brendan Horgan
		Brendan Horgan
		Chief Executive Officer