0001628280-26-034842
SEC filingRevenue grew 38% YoY driven by fleet expansion and OWN Program; operating income turned positive.
For the three months ended March 31, 2026, total revenue reached $989 million, a 38% increase from $716 million in the prior-year period. Growth was driven primarily by equipment rental and related services (+38% to $683 million), reflecting a larger fleet (262,650 units vs. 207,366) and geographic expansion (371 branches vs. 292). Equipment sales rose 23% to $179 million, aided by sales to OWN Program participants and end users. Platform revenue more than doubled to $31 million (telematics) and $19 million (building materials), boosted by the acquisition of Morey in September 2025.
Gross profit increased 44% to $287 million, with gross margin expanding to 29.0% from 27.9%, as revenue growth outpaced cost of revenues (+36%). Operating income improved to $1 million from a loss of $10 million, driven by scale and a higher contribution from rental activities. Net loss narrowed to $29 million from $48 million, helped by a $13 million increase in the income tax benefit ($32 million vs. $19 million). EBITDA (non-GAAP) rose 74% to $132 million, excluding $19 million in stock compensation, $70 million interest, and $104 million depreciation and amortization.
Management emphasizes geographic expansion and the OWN Program as key growth levers. Fleet OEC under management grew 29% YoY to $9.065 billion, with OWN Program representing 56% of OEC. Owned equipment OEC increased 22% to $3.930 billion. The company expects to continue investing in branch openings and fleet growth, funded by the ABL Credit Facility ($1.276 billion excess availability) and cash from operations. While no specific guidance is provided, the MD&A highlights seasonality (busy season late spring to November) and the impact of tariffs and energy transition on demand. The IPO Founders Awards ($17 million in stock compensation) is a non-recurring expense that contributed to SG&A growth. New market startup costs declined to $50 million from $55 million, indicating maturation of recent branches. The company targets at least $500 million in liquidity; as of March 31, 2026, it held $329 million in cash and $1.276 billion in credit availability.
As of March 31, 2026, total debt (gross) stood at $3,139 million, down from $3,335 million at year-end 2025, a net reduction of $196 million. The asset-based revolving credit facility had $999 million outstanding, with net excess availability of $1,276 million. Debt maturities are well-laddered, with the senior secured notes of $1,034M, $600M, and $500M. Inventory totaled $427 million, primarily in equipment parts and equipment inventory. Cash and cash equivalents were not explicitly disclosed in the Notes; however, Note 15 reported $64 million in cash equivalents (Level 1). Shareholders' equity is not presented in the Notes, but the statement of changes in equity shows total equity of $1,201 million at March 31, 2026.
No purchase commitments or off-balance-sheet obligations were disclosed in the Notes. Note 17 (Commitments and Contingencies) only discusses legal claims, which management believes will not have a material adverse effect. No long-term supply agreements or capacity commitments were identified.
No share repurchase programs or dividends were mentioned. The primary capital allocation event was the IPO completed on January 26, 2026, which generated net proceeds of $706 million used for general corporate purposes. Debt reduction reflected in a $196M decline in total borrowings. Capital expenditures are not explicitly detailed in the Notes; however, Note 18 shows purchases of rental equipment of $328 million and proceeds from sale of rental equipment of $115 million for the Equipment Rental and Services segment. No other capex breakdown is provided.
EquipmentShare has two reportable segments: Equipment Rental and Services Operations (ER&S) and Equipment Sales, plus All Other. For Q1 2026, ER&S revenue was $764M (77% of total), Equipment Sales $179M (18%), and All Other $46M (5%). Segment Adjusted EBITDA for ER&S was $323M (42% margin), Equipment Sales $26M (15% margin), and All Other -$2M. All operations are within the United States, with no geographic diversification disclosed. The CODM uses Segment Adjusted EBITDA for resource allocation, which excludes OWN Program payouts, depreciation, and stock-based compensation.