NASDAQ: EQPT

arrangement we manage the owner’s equipment utilizing the T3 platform. At the end of the sharing period under the

OWN Program, we may assist the owner with remarketing services if the equipment is to be sold in the market as

used construction equipment. We also offer several add-on services to the owner of the equipment.

In addition to equipment rentals, we also offer complementary products and services, such as equipment parts,

supplies, services, and select jobsite support offerings. These products and services are integrated with the T3

platform to support broader jobsite needs as part of our equipment rental and services operations. We offer new and

used equipment for sale to customers. Separately, we offer telematics software-as-a-service (“SaaS”) subscriptions,

supported by embedded telematics hardware to customers who use the digital tools to monitor fleet performance,

manage maintenance, and oversee jobsite activity through a single platform. We develop and enhances these tools

and services with input from customers. We also retail building materials and hardware supplies to customers.

As of December 31, 2025, the Company had 352 full-service branches, 9 dealership sites, and 24 building

materials and hardware retail stores located across 45 states in the U.S. Our full-service, technology-enabled model

supports multiple customer touchpoints and allows it to operate a high-quality, diversified rental fleet. Our branch

network also serves as an effective distribution channel for fleet disposition and supports related activities including

new and used equipment sales, parts, supplies and services. We are an authorized dealer for JLG, Takeuchi, Skyjack,

Genie, and other major brands of construction and aerial equipment, and we offer equipment rentals, parts, and

services.

Competition

The equipment rental industry in the U.S. is large, fragmented, and highly competitive. As of December 31,

2024, there were more than 9,640 equipment rental providers operating in the U.S., ranging from large national and

regional operators to small, independently owned businesses. According to internal estimates based on market data,

the five largest rental providers accounted for approximately 36% of North American construction equipment rental

revenue in 2024, with the remaining share divided among hundreds of local and specialized firms.

We compete with a wide range of market participants. These include national and regional rental operators with

substantial financial and fleet resources; independently owned providers that serve local markets or niche

geographies; equipment dealerships that also offer rentals alongside new and used equipment sales; and software or

telematics vendors focused on construction asset tracking. While many of these companies compete on fleet

availability, price, or regional density, few have made meaningful investments in technology infrastructure or

integrated jobsite management solutions.

We believe that competition in our industry is primarily shaped by a provider’s ability to deliver availability,

pricing, service responsiveness, delivery speed, and technology integration, particularly for customers managing

complex or distributed projects. EquipmentShare competes by offering a vertically integrated platform that

combines physical scale, digital control, and capital efficiency. Our proprietary T3 software platform is embedded

across our rental fleet and operations, enabling real-time visibility into equipment location, health, and usage,

predictive maintenance, remote access control, and automated service and dispatch workflows.

Customers

We serve a broad base of customers from local contractors to national construction and industrial firms from our

352 rental branches, 9 dealership sites, and 24 building materials and hardware retail store locations across 45 states.

Our focus remains on industrial and non-residential sectors such as infrastructure, manufacturing, and energy, which

accounted for 87% of rental revenue for the year ended December 31, 2025.

We are well established in key growth corridors in the United States (the “U.S.”) across the Gulf Coast,

Southwest, Midwest, and Southeast, with ongoing expansion into underpenetrated regions like the Northeast and

West Coast. Many site launches are initiated by national and regional customers seeking consistent access to fleet,

service, and T3 capabilities across markets.

Our top five rental customers accounted for only 3.8% of equipment rental and related services revenue during

the year ended December 31, 2025, reflecting a highly diversified base. Our T3 platform is embedded in every rental

and enables real-time visibility, access control, and utilization insights and underscores our ability to drive deeper

customer relationships and recurring spend.

Fleet Sourcing and Equipment Financing

We source our equipment rental fleet from which we support and generate our equipment rental revenue

through a combination of equipment that we purchase and own, equipment owned by OWN Program participants

and leased by us to be re-rented to our customers in exchange for a share of the rental revenue, and equipment

owned by financial institutions and leased by us.

Our primary corporate financing vehicle is our senior secured asset-based lending facility which provides

working capital and supports fleet purchases. We also have outstanding second lien secured notes that offer long-

term capital to fund growth and operations. In addition, we utilize equipment-specific financing arrangements,

including finance leases and secured loans with third-party lenders such as banks and specialty finance providers.

We also use OEM floorplan financing to purchase equipment, primarily for resale at our dealership locations.

These arrangements are generally secured by the underlying equipment and offered by manufacturers or their

captive finance affiliates.

A significant portion of our rental fleet is deployed through the OWN Program, a capital-efficient arrangement

in which third-party investors purchase equipment from us. We operate and service the equipment on our rental

platform to be rented to third party customers, while maintaining full control of pricing, customer relationships, and

operations. OWN Program participants receive a share of rental revenue, generated from the rental of their

equipment, and, in certain arrangements, we retain the right to purchase the equipment at an independently appraised

value at the end of the program term. As of December 31, 2025, equipment enrolled under the OWN Program with

original equipment cost (“OEC”) of approximately $4.9 billion represented approximately 56% of our total rental

fleet.

Fleet Composition

As of December 31, 2025, our equipment rental fleet from which we generate our equipment rental revenue

consisted of approximately 252,252 units with an OEC of $8.8 billion. Our equipment rental fleet is comprised of

equipment that we own, equipment that is leased from OWN Program participants, and equipment under operating

leases with financial institutions. As of December 31, 2025, the average age of the fleet was 31 months, which we

believe is among the youngest in the industry. A younger fleet supports greater reliability, higher uptime, and lower

lifecycle maintenance costs.

The fleet includes a broad range of equipment categories such as telehandlers, excavators, compact track

loaders, boom lifts, dozers, scissor lifts, generators, and other project-critical assets. It is sourced from leading

OEMs and diversified across asset classes to support a wide range of end markets, including commercial, industrial,

and infrastructure construction.

We structure our fleet to reflect the needs of our customers’ jobsites. By investing in the types of equipment our

customers rely on, we seek to provide comprehensive coverage across their workflows and serve as a full-service

partner. Our fleet strategy is informed by real-time insights into customer demand, utilization patterns, and regional

activity surfaced through our T3 platform.

We actively monitor performance and rebalance our fleet based on asset-level utilization, service requirements,

and shifting regional demand. T3 enables us to redeploy underutilized equipment across markets and allocate new

investment toward high-performing asset classes. In recent years, we have expanded our mix of specialty equipment

to meet growing demand for advanced solutions on complex jobsites, while maintaining a strong foundation in core

rental categories.

Original Equipment Manufacturer Suppliers

We source our rental and resale equipment from a broad range of leading OEMs, including JLG, JCB, John

Deere, Komatsu, Hitachi, CASE, Takeuchi, Cummins, Genie, and Toyota. Our fleet spans all major rental

equipment categories and includes both general and specialty assets suited to large-scale commercial, industrial, and

infrastructure projects.

As a result of our scale and consistent fleet investment, we are one of the largest equipment purchasers in the

industry, as evidenced by our equipment spend of $1.8 billion in 2025. We believe our buying power is comparable

to the largest rental providers, enabling us to secure competitive pricing, priority allocation of high-demand assets,

and consistent delivery across equipment cycles. This purchasing scale provides us with a meaningful advantage in

maintaining fleet availability, cost efficiency, and equipment quality across our growing national footprint.

We maintain close relationships with our OEM partners and coordinate regularly on forecasting, delivery

logistics, and product support. In many cases, OEMs install T3-compatible tracking devices at the point of

manufacture, allowing for seamless integration into our platform and faster deployment. We are committed to

strong, long-term partnerships with our OEM suppliers as we continue to scale our fleet and expand our presence

across the U.S.

Sales and Marketing

We maintain dedicated sales teams aligned to each of our core revenue streams: equipment rental and related

services, equipment sales, equipment parts and supplies and services, telematics and sales of building materials and

hardware supplies. This structure enables us to tailor engagement strategies based on customer type and product

offering. Our rental sales team serves a broad range of customers, including national, regional, and local contractors.

Sales activity is supported by data and insights from our T3 platform, which allows our teams to anticipate

equipment needs, recommend solutions, and respond to shifting project requirements.

Our commercial model is designed to support customers in managing fleet deployment, logistics, and

operational workflows across complex and distributed jobsites. In addition to rental, we employ specialized teams

for equipment sales and T3 software subscriptions. Sales representatives receive regular technical training, including

from OEM partners, to maintain product fluency.

We support our sales efforts with targeted marketing across digital, trade, and local channels to drive brand

awareness and customer acquisition.

Product Warranties

Product warranties for new equipment sales and parts are typically provided by our OEM partners. The term

and scope of these warranties vary greatly by supplier and by product. The OEMs pay us for repairs we perform to

equipment under warranty in our territories.

Seasonality

The demand for our construction rental equipment tends to be lower in the winter months, and equipment rental

performance will generally correlate to the levels of current construction activities, so the severity of weather

conditions can have an impact. Our business, especially in the construction industry, has historically experienced

lower levels of business (including lower demand and utilization) from December until late spring, particularly in

the northernmost states where we operate, and heightened activity during the third quarter and the fourth quarter

until December. The effect of seasonality on our results of operations has increased gradually as we have continued

our expansion in the northern U.S.

However, given our geographic concentration in more southern regions of the U.S., seasonality is not as

pronounced in our business as compared to some of our national and regional competitors.

Information Technology

Our operations depend on a combination of proprietary systems and third-party infrastructure. T3, our internally

developed platform, integrates embedded hardware, cloud software, and data analytics to manage fleet operations,

customer workflows, and service delivery. It is designed and maintained by our in-house engineering and product

teams. T3 also underpins internal workflows related to dispatch, service coordination, and fleet management.

We use third-party service providers for a range of IT functions, including cloud hosting, data processing, and

geospatial visualization. Our T3 platform is designed to be interoperable with a wide range of customer-owned

equipment, OEM systems, and mobile operating environments, enabling deployment across mixed fleets and

devices.

We license software, technologies, and intellectual property from external vendors, and incorporate open-source

software into aspects of our platform. We maintain internal controls to manage compliance with open-source

licensing obligations and to safeguard our proprietary source code.

As our platform and customer base grow, we continue to invest in the scalability, reliability, and security of our

systems, including internal processes for monitoring risk related to third-party providers and technology

dependencies.

Human Capital

Employees

As of December 31, 2025, we employed 8,206 individuals across our 385 operating locations. Our headcount

has grown in line with the expansion of our rental footprint and platform services. We believe our relationships with

employees are positive and we have not experienced any work stoppages.

A portion of our workforce is subject to collective bargaining agreements. As of December 31, 2025, 28

locations were covered by such agreements, representing approximately 2.8% of our employees.

We continue to invest in workforce development to support our growth and operational capabilities. Employee

levels may vary based on business activity, market expansion, or seasonal factors.

Health and Safety

The health and safety of our employees is a core operational focus. We maintain safety protocols and training

programs designed to support compliance with applicable laws and to promote safe practices across our branches

and jobsites. Our management team regularly reviews safety performance, and safety metrics are included in the

evaluation of site and operational leadership. We continue to invest in systems, equipment, and training in an effort

to reduce risk and support a safe working environment as our operations scale.

Talent Development and Employee Training

We provide training programs to support employee development, operational readiness, and safety. Our training

includes onboarding for new hires, OEM-led equipment instruction, and role-specific learning across rental

operations, service, and platform sales. As our footprint has expanded, we have continued to invest in field training

resources and internal systems to support consistent execution across branches. In addition, we offer ongoing

development opportunities for technical, sales, and leadership roles to support career growth and organizational

scalability.

Compensation and Benefits

We are committed to providing competitive compensation and benefits programs for our employees, as we

believe competitive compensation arrangements are core to an engaged and productive employee base. We believe

our compensation programs align individual compensation with individual and team contributions to both our

culture and our performance results.

Environmental and Safety Regulations

Our facilities and operations are subject to numerous national, state and local regulations governing

environmental protection and occupational health and safety matters. These laws govern such issues as wastewater,

storm water, solid and hazardous wastes and materials, air quality and matters of workplace safety.

For example, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980

(“CERCLA”) and comparable state laws impose joint and several liability for the investigation, remediation and

monitoring of contamination of hazardous substances that have been released into the environment without regard to

fault or the legality of the original conduct on certain classes of persons that contributed to the release. Such liability

may extend to current owners and operators of a facility, past owners and operators at the time the hazardous wastes

were disposed, generators and parties that arranged for disposal or transport of the hazardous substances, and

transporters of hazardous waste. The scope and types of hazardous substances regulated under CERCLA may be

revised from time to time and we continue to monitor these and other regulatory developments.