0001628280-26-019656
SEC filingRevenue grew 16% to $4.38B driven by fleet and branch expansion, with net income rising to $40M from $3M.
EquipmentShare is a vertically integrated platform that combines proprietary technology, a connected equipment fleet, and a nationwide footprint to serve the construction industry. More than a rental company, it delivers jobsite visibility and control through its cloud-based T3 platform, which integrates embedded telematics hardware, software applications, and real-time data. The T3 platform is OEM-agnostic, enabling tracking of mixed fleets, maximizing utilization, reducing downtime, and improving jobsite security. The company operates through a network of 352 full-service branches, 9 dealership sites, and 24 building materials and hardware retail stores across 45 states.
The filing does not explicitly define reporting segments. However, revenue streams include equipment rental and related services, equipment sales, equipment parts and supplies and services, telematics software-as-a-service (SaaS) subscriptions, and retail building materials and hardware supplies. No segment revenue share percentages are disclosed.
The primary proprietary platform is T3, a cloud-based system that powers fleet management, customer workflows, and internal operations. The OWN Program is a capital-efficient arrangement where third-party investors purchase equipment, lease it back to the company, and share rental revenue. As of December 31, 2025, equipment under the OWN Program with original equipment cost (OEC) of $4.9 billion represented approximately 56% of the total rental fleet. The company is also an authorized dealer for JLG, Takeuchi, Skyjack, Genie, and other major OEMs.
EquipmentShare maintains dedicated sales teams aligned to each core revenue stream, serving national, regional, and local contractors. Sales activity is supported by data and insights from the T3 platform. Marketing efforts span digital, trade, and local channels. The customer base is highly diversified: the top five rental customers accounted for only 3.8% of equipment rental and related services revenue in 2025. The company focuses on industrial and non-residential sectors (infrastructure, manufacturing, energy), which generated 87% of rental revenue in 2025.
The U.S. equipment rental industry is large, fragmented, and highly competitive, with over 9,640 providers as of 2024. The five largest rental providers accounted for approximately 36% of North American construction equipment rental revenue. Competitors include national and regional rental operators with substantial resources, independently owned local providers, equipment dealerships offering rentals, and software/telematics vendors. Key competitive factors are availability, pricing, service responsiveness, delivery speed, and technology integration. EquipmentShare differentiates through its vertically integrated platform combining physical scale, digital control (T3), and capital efficiency (OWN Program).
EquipmentShare's strategy centers on a vertically integrated model combining technology, fleet, and footprint. The company aims to achieve capital efficiency through the OWN Program, which allows third-party capital to support fleet growth. The T3 platform enables data-driven fleet management, allowing real-time redeployment of underutilized equipment and optimized investment. Geographic expansion focuses on underpenetrated regions like the Northeast and West Coast, often initiated by national customer demand. Strong OEM supplier relationships support competitive pricing and priority equipment allocation, as evidenced by $1.8 billion in equipment spend in 2025.
As of December 31, 2025, EquipmentShare employed 8,206 individuals across 385 operating locations. Approximately 2.8% of employees (at 28 locations) are covered by collective bargaining agreements. The company invests in workforce development, safety protocols, and training programs, including OEM-led instruction, to support operational scalability.
For the fiscal year ended December 31, 2025, EquipmentShare reported total revenue of $4,379 million, a 16% increase from $3,764 million in 2024. The growth was primarily driven by a 31% surge in equipment rental and related services revenue to $2,437 million, fueled by a 33% expansion in fleet OEC under management to $8,780 million and the addition of 85 full-service branch locations. Equipment parts and supplies and services revenue grew 73% to $272 million, while platform revenue more than doubled, led by telematics subscription growth and the acquisition of Morey Corporation. Equipment sales revenue declined 8% to $1,541 million, reflecting disciplined OWN Program sales. Gross profit increased 31% to $1,239 million, with gross margin expanding to 28.3% from 25.1% as the revenue mix shifted toward higher-margin rental and services. Operating income rose 36% to $297 million, and net income improved dramatically to $40 million from $3 million, aided by higher operating income partially offset by increased interest expense ($285 million, +9%) and a $8 million loss on debt extinguishment.
Equipment Rental and Services Operations: Revenue rose 34% to $2,724 million, driven by fleet OEC growth and an expanded branch network. Segment Adjusted EBITDA increased 40% to $1,139 million, with margin improving to 42% from 40%, reflecting operational leverage despite higher direct operating costs (+21%) and SG&A (+29%). Equipment Sales: Revenue fell 8% to $1,541 million due to lower OWN Program sales, but Segment Adjusted EBITDA grew 12% to $276 million as margins improved from 15% to 18% on selective pricing and cost management. All Other: Revenue more than doubled to $114 million, but Segment Adjusted EBITDA loss widened to $13 million from $8 million, as SG&A allocated to this segment increased. The OWN Program continued to be a key growth enabler, with payouts up 70% to $714 million and average fleet OEC under management in the program growing 72%.
Management did not provide explicit quantitative guidance but highlighted strategic priorities: continued geographic and fleet expansion, further scaling the OWN Program, and investment in the T3 platform. They expect OWN Program usage to increase, which will reduce gross profit (before depreciation) and EBITDA margins relative to owned equipment. Key risks include tariffs, interest rate changes, and equipment residual value fluctuations. The company maintains a strong liquidity position with $306 million cash and $1,039 million available under the ABL Credit Facility. No formal outlook for 2026 was given, but the narrative suggests ongoing growth tempered by margin mix effects from the OWN Program.
The construction equipment rental industry is highly competitive and fragmented. Competitors include small independents and large national players with greater financial resources. Price competition is intense due to internet transparency, and competitors are investing in proprietary technology platforms to rival EquipmentShare's T3. Failure to keep up with pricing or technology could erode market share and margins. Additionally, the company faces cyclical demand tied to construction and industrial activity, which can be negatively affected by economic downturns, reduced infrastructure spending, and adverse weather or geopolitical events.
EquipmentShare depends on a limited number of OEM suppliers; its top 10 vendors account for 65% of equipment purchases. Loss of preferential access or supplier disruptions (due to capacity constraints, transport bottlenecks, or financial difficulties) could delay equipment delivery and increase costs. The company also relies on third-party manufacturers for telematics hardware and components; global supply chain disruptions have led to component shortages and extended delivery times, impacting the T3 platform and rental fleet availability.
The OWN Program, a capital-light fleet growth model, exposes the company to several financial risks. Participants finance equipment purchases through asset-backed securities (ABS); declines in used equipment values can trigger collateral calls, potentially forcing liquidation of equipment and requiring the company to purchase replacements. The availability of ABS financing depends on credit market conditions and credit ratings, which are beyond the company's control. Furthermore, the episodic nature of large equipment sales to OWN participants makes period-over-period comparisons volatile and unpredictable.
A significant portion of equipment sales and OWN Program payouts involve entities owned or controlled by the Co-Founders. For 2025, related-party equipment sales were $79 million (5% of equipment sales revenue). Adverse conditions affecting these related parties or their relationship with EquipmentShare could materially reduce future sales and OWN Program participation, impacting financial results. While the company has policies to review related-party transactions, there is no assurance they are on arm's-length terms.
Rapid growth since 2015 strains management, personnel, and systems. The company must successfully open new branch locations, which requires significant capital and entails risks such as zoning restrictions, competition for talent, and potential underperformance. Failure to manage growth could lead to operational inefficiencies and customer attrition. Additionally, the company relies on attracting and retaining key personnel, including engineers and sales staff; competition for talent is intense, particularly for T3 software engineers.
The T3 platform is central to operations, providing telematics and rental management. It depends on third-party cellular and GPS networks, cloud infrastructure (Apple App Store, Google Play), and open-source software. Any disruption, error, or security breach could result in prolonged downtime, loss of customer data, reputational harm, and significant remediation costs. Cybersecurity threats are increasing in sophistication, and while no material incidents have occurred to date, future attacks could have a material adverse effect. The company also uses AI in its T3 platform, exposing it to evolving regulatory and liability risks.
Inflation, recessionary conditions, and capital market disruptions could reduce customer demand and access to credit for both customers and OWN participants. Higher interest rates increase the cost of variable-rate debt under the ABL credit facility. Fuel cost fluctuations and supply limitations could raise transportation expenses. Seasonality (lower activity in winter months) means any disruption during peak periods amplifies financial impact.
EquipmentShare is subject to extensive environmental, health, and safety regulations, as well as data privacy laws (e.g., CCPA, FCRA). Non-compliance could result in fines, penalties, or operational restrictions. The company also faces potential intellectual property litigation, including trade secret claims from former employees of competitors. As a government contractor (though currently de minimis), additional compliance burdens apply. Litigation outcomes are inherently uncertain and could divert resources.
CFO of $264M exceeded net income of $40M, but quality is supported by $365M depreciation and $115M change in operating lease cost. Working capital consumed $210M (accounts receivable -$206M, prepaids -$146M, partly offset by accrued liabilities +$266M). Capex intensity is high at $2,067M, mostly rental equipment ($1,780M) partially offset by proceeds from equipment sales ($1,160M). The company relies heavily on financing ($615M) to cover the investing cash flow deficit. Dividends of $37M were paid. No share repurchases.