0001628280-26-019656 | 10-K | XBRL Viewer

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LEASES - Schedule of lease costs and net income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Finance lease expense:
Interest on lease liabilities	$ 9	$ 12	$ 9
Short-term lease cost	3	1	2
Total lease expense	859	605	393
OWN Program payouts
Lessee, Lease, Description [Line Items]
Operating lease cost	714	420	209
Direct operating costs
Lessee, Lease, Description [Line Items]
Operating lease cost	26	85	111
Selling, general and administrative expenses
Lessee, Lease, Description [Line Items]
Operating lease cost	91	67	41
Finance lease expense:
Amortization of leased assets	5	0	0
Depreciation of rental equipment
Finance lease expense:
Amortization of leased assets	$ 11	$ 20	$ 21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Manufacturer reimbursements (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Manufacturer reimbursement	$ 126.0	$ 79.0	$ 60.0
Reduction to ROU lease asset	$ 0.3

COMMON STOCK AND EQUITY INCENTIVE PLAN - Summary of the fair value of each milestone-based award given the following assumptions (Details) - Monte Carlo Pricing Model	12 Months Ended
	Dec. 31, 2025
Milestone-Based Awards, Granted in 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%
Expected volatility	55.00%
Risk-free interest rate	4.00%
Expected term (years)	2 years
Milestone-Based Awards, Granted in 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%
Expected volatility	55.00%
Risk-free interest rate	4.00%
Expected term (years)	9 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2025

Investments, Debt and Equity Securities [Abstract]

Schedule of investments

The changes in the Company’s investments accounted for using the equity method under Topic 323 and for

financial assets carried at cost under Topic 321 are as follows (In millions):


	Equity method	Other
	investees	investments
	(Topic 323)	(Topic 321)	Total
Balance, January 1, 2023 ................................................................	$30	$18	$48
Investments ................................................................................	–	1	1
Share of investee net losses .......................................................	(5)	–	(5)
Balance, December 31, 2023 ..........................................................	$25	$19	$44
Investments ................................................................................	8	—	8
Share of investee net income .....................................................	2	—	2
Balance, December 31, 2024 ..........................................................	35	19	54
Investments ................................................................................	10	3	13
Share of investee net losses .......................................................	—	—	—
Remeasurement of investments .................................................	8	8	16
Change in ownership .................................................................	(22)	(1)	(23)
Other ..........................................................................................	(1)	—	(1)
Balance, December 31, 2025 ..........................................................	$30	$29	$59

LEASES - Summary of right of use assets obtained in exchange for new lease obligations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Leases [Abstract]
Operating leases	$ 188	$ 228
Finance leases	135	57
Total	$ 323	$ 285

LONG-TERM DEBT AND LINES OF CREDIT - Use of Proceeds (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Cash paid for interest	$ 272	$ 230	$ 200
Prepayment premium to extinguish debt	$ 0	2	20
Other Debt Obligations
Debt Instrument [Line Items]
Repayments of principal			72
Cash paid for interest			1
Senior Secured Second Lien Notes due 2028 \| Senior Secured Second Lien Notes
Debt Instrument [Line Items]
Proceeds utilized for repayment			589
Repayments of principal			493
Cash paid for interest			4
Prepayment premium to extinguish debt			20
Unamortized issuance costs expensed			10
Additional Senior Secured Second Lien Notes due 2028 \| Senior Secured Second Lien Notes
Debt Instrument [Line Items]
Proceeds utilized for repayment			335
Additional Senior Secured Second Lien Notes due 2028 \| Senior Secured Second Lien Notes \| Revolving Credit Facility
Debt Instrument [Line Items]
Repayments of principal			285
Additional Senior Secured Second Lien Notes due 2028 \| Senior Secured Second Lien Notes \| Secured Debt
Debt Instrument [Line Items]
Repayments of principal			$ 50
Senior Secured Second Lien Notes due 2032 \| Senior Secured Second Lien Notes
Debt Instrument [Line Items]
Repayments of principal		519
Senior Secured Second Lien Notes due 2033 \| Senior Secured Second Lien Notes
Debt Instrument [Line Items]
Repayments of principal		$ 494

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
OPERATING ACTIVITIES
Net income	$ 40	$ 3	$ 17
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	365	332	295
Gain on sale of properties and other assets	(1)	(20)	(10)
Loss on debt extinguishment	8	0	30
Amortization of debt issuance costs and original issue discounts	21	20	14
Allowance for credit losses and doubtful accounts	28	24	10
Change in operating lease cost	115	153	151
Stock-based compensation expense	4	4	3
Deferred taxes	12	0	4
Other	(18)	(1)	1
Change in operating assets and liabilities:
Accounts receivable	(206)	(135)	(84)
Inventories	(50)	(92)	(114)
Prepaid costs and other assets	(146)	(37)	(2)
Accounts payable and manufacturer flooring plans payable	(58)	37	70
Accrued liabilities	266	125	38
Operating lease liabilities	(116)	(131)	(143)
Other liabilities	0	0	(1)
Net cash provided by operating activities	264	282	279
INVESTING ACTIVITIES
Purchases of rental equipment ($27 and $133 from related parties in 2025 and 2024, respectively)	(1,780)	(1,586)	(1,098)
Proceeds from sale of rental equipment ($55, $202, and $62, respectively, from related parties)	1,160	1,323	647
Purchases of and deposits on property and other fixed assets	(248)	(195)	(186)
Proceeds from sale of property and other fixed assets	2	102	58
Investments in internally developed software	(39)	(38)	(25)
Purchases of investments in equity and debt securities	(46)	(26)	(37)
Proceeds from sale of investments in equity and debt securities	19	10	27
Acquisition of businesses, net of cash acquired	(48)	(6)	0
Net cash outflow from deconsolidation of subsidiary	0	(3)	0
Net cash used in investing activities	(980)	(419)	(614)
FINANCING ACTIVITIES
Payments on long-term debt and finance leases	(1,679)	(2,195)	(1,338)
Proceeds from long-term debt, net	2,357	2,436	1,595
Payments on deferred financing costs	(3)	(6)	(6)
Payments on financing obligations	(19)	(67)	(24)
Proceeds on financing obligations	1	68	55
Proceeds from issuance of perpetual preferred stock, net	0	0	103
Proceeds from issuance of convertible preferred stock, net	0	0	2
Proceeds from issuance of common stock	0	0	44
Dividends paid on perpetual preferred stock	(37)	(9)	(5)
Exercise of stock options	2	3	2
Lease termination and debt redemption prepayment fees	0	(2)	(20)
Other	(7)	0	0
Net cash provided by financing activities	615	228	408
Net (decrease) increase in cash and cash equivalents	(101)	91	73
Cash and cash equivalents, beginning of period	407	316	243
Cash and cash equivalents, end of period	306	407	316
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest	272	230	200
Cash paid for taxes	6	2	1
NON-CASH ACTIVITIES:
Purchase of rental equipment with long-term debt	0	6	17
Purchase of rental equipment remaining in accounts payable	14	4	12
Purchase of property and other fixed assets remaining in accounts payable	5	9	17
Accretion of perpetual preferred stock to redemption value	36	40	30
Equity issued in exchange for acquisition of business and other assets	$ 10	$ 0	$ 0

CONSOLIDATED STATEMENTS OF PERPETUAL PREFERRED STOCK AND EQUITY - USD ($) $ in Millions	Total	Impact of adoption of ASU 2020-06	Common Stock	Convertible Preferred Stock, net	Convertible Preferred Stock, net Impact of adoption of ASU 2020-06	Treasury Stock	Additional Paid-In Capital	Additional Paid-In Capital Impact of adoption of ASU 2020-06	Retained Earnings	Accumulated Other Comprehensive Income
Beginning balance (in shares) at Dec. 31, 2022	8,000,000
Beginning balance at Dec. 31, 2022	$ 151
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of perpetual preferred stock, net (in shares)	6,000,000
Issuance of perpetual preferred stock, net	$ 103
Accretion of perpetual preferred stock to redemption value	$ 30
Ending balance (in shares) at Dec. 31, 2023	14,000,000
Ending balance at Dec. 31, 2023	$ 284
Common stock, beginning balance (in shares) at Dec. 31, 2022			73,000,000
Preferred stock, beginning balance (in shares) at Dec. 31, 2022				142,000,000
Beginning balance at Dec. 31, 2022	556		$ 0	$ 426		$ (7)	$ 88		$ 43	$ 6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	17								17
Change in fair value of derivative instruments, net of tax	(2)									(2)
Accretion of perpetual preferred stock to redemption value	(30)								(30)
Issuance of convertible preferred stock, net	2			$ 2
Dividends on perpetual preferred stock	(5)								(5)
Issuance of common stock (in shares)			3,000,000
Issuance of common stock	44						44
Exercise of stock options (in shares)			1,000,000
Exercises of stock options	3						3
Stock-based compensation expense	3						3
Common stock, ending balance (in shares) at Dec. 31, 2023			77,000,000
Preferred stock, ending balance (in shares) at Dec. 31, 2023				142,000,000
Ending balance at Dec. 31, 2023	588	$ 0	$ 0	$ 428	$ 2	(7)	138	$ (2)	25	4
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of perpetual preferred stock to redemption value	$ 40
Ending balance (in shares) at Dec. 31, 2024	14,000,000
Ending balance at Dec. 31, 2024	$ 324
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	3								3
Change in fair value of derivative instruments, net of tax	0
Accretion of perpetual preferred stock to redemption value	(40)						(29)		(11)
Dividends on perpetual preferred stock	(9)								(9)
Exercise of stock options (in shares)			1,000,000
Exercises of stock options	3						3
Stock-based compensation expense	$ 4						4
Common stock, ending balance (in shares) at Dec. 31, 2024	78,000,000		78,000,000
Preferred stock, ending balance (in shares) at Dec. 31, 2024	142,000,000			142,000,000
Ending balance at Dec. 31, 2024	$ 549		$ 0	$ 430		(7)	114		8	4
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of perpetual preferred stock to redemption value	$ 36
Ending balance (in shares) at Dec. 31, 2025	14,000,000
Ending balance at Dec. 31, 2025	$ 360
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	40								40
Change in fair value of derivative instruments, net of tax	(4)									(4)
Accretion of perpetual preferred stock to redemption value	(36)						(25)		(11)
Dividends on perpetual preferred stock	(37)								(37)
Acquisition of business and other assets (in shares)			1,000,000
Acquisition of business and other assets	10						10
Exercise of stock options (in shares)			1,000,000
Exercises of stock options	2						2
Stock-based compensation expense	$ 4						4
Common stock, ending balance (in shares) at Dec. 31, 2025	79,000,000		80,000,000
Preferred stock, ending balance (in shares) at Dec. 31, 2025	141,989,676			142,000,000
Ending balance at Dec. 31, 2025	$ 528		$ 0	$ 430		$ (7)	$ 105		$ 0	$ 0

INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 1.0	$ 0.3	$ 0.3
Expected amortization expense for 2026	4.0
Expected amortization expense for 2027	4.0
Expected amortization expense for 2028	4.0
Expected amortization expense for 2029	4.0
Expected amortization expense for 2030	3.0
Expected amortization expense for after 2030	$ 12.0

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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+ Details

CONVERTIBLE PREFERRED STOCK - Narrative (Details) $ / shares in Units, $ in Millions				1 Months Ended			12 Months Ended		34 Months Ended
	Aug. 28, 2023 USD ($)	Aug. 11, 2023 USD ($)	May 05, 2022 USD ($)	Jun. 30, 2023 USD ($)	Apr. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) director $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2025 USD ($) director $ / shares	Dec. 31, 2024 $ / shares
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share)							$ 0.00000125		$ 0.00000125	$ 0.00000125
Proceeds from issuance of stock \| $	$ 6	$ 13	$ 62	$ 25				$ 44
Preferred stock holders, amount held as a percent									65.00%
Preferred stock dividends declared and/or paid \| $									$ 0
Terms of conversion, closing sale of common stock compared to issue price							1.25		1.25
Terms of conversion, IPO gross proceeds \| $							$ 200		$ 200
Conversion threshold percentage							65.00%		65.00%
Voting rights, common stock, number of directors entitled to elect (in directors) \| director							4		4
Series A-1
Class of Stock [Line Items]
Shares issued, price per share (in dollars per share)							$ 0.60		$ 0.60
Voting rights, preferred stock, number of directors entitled to elect (in directors) \| director							2		2
Voting rights, convertible preferred stock outstanding (in shares) \| shares							10,400,000
Series B-1
Class of Stock [Line Items]
Shares issued, price per share (in dollars per share)							$ 2.23		$ 2.23
Voting rights, preferred stock, number of directors entitled to elect (in directors) \| director							1		1
Voting rights, convertible preferred stock outstanding (in shares) \| shares							11,200,000
Series D
Class of Stock [Line Items]
Shares issued, price per share (in dollars per share)							$ 11.21		$ 11.21
Voting rights, preferred stock, number of directors entitled to elect (in directors) \| director							1		1
Voting rights, convertible preferred stock outstanding (in shares) \| shares							4,000,000
Series E
Class of Stock [Line Items]
Issuance of stock (in shares) \| shares					38,767	80,766
Shares issued, price per share (in dollars per share)					$ 15.48	$ 15.48
Preferred stock, par value (in dollars per share)					$ 0.00000125	$ 0.00000125
Proceeds from issuance of stock \| $					$ 1	$ 1
Voting rights, preferred stock, number of directors entitled to elect (in directors) \| director							1		1
Voting rights, convertible preferred stock outstanding (in shares) \| shares							1,227,644

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories (Details)	Dec. 31, 2025	Dec. 31, 2024
Accounting Policies [Abstract]
Percentage of inventory cost determined by a specific identification method	33.00%	45.00%
Percentage of inventory cost determined by average cost	67.00%	55.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Lease arrangements with OWN Program participants (Details)	Dec. 31, 2025
Minimum
Lessee, Lease, Description [Line Items]
Operating lease terms	1 year
Finance lease terms	1 year
Minimum \| Third-Party OWN Program Participants
Lessee, Lease, Description [Line Items]
Operating lease terms	5 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease terms	15 years
Finance lease terms	15 years
Maximum \| Third-Party OWN Program Participants
Lessee, Lease, Description [Line Items]
Operating lease terms	7 years

LONG-TERM DEBT AND LINES OF CREDIT - Schedule of long-term debt (Details) - USD ($) $ in Millions	Dec. 31, 2025	Nov. 26, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Total long-term debt and lines of credit	$ 3,335		$ 2,626
Less: original issue discounts	(22)		(31)
Less: debt issuance costs	(41)		(48)
Long-term debt	3,272		2,547
Less: current maturities	(4)		(19)
Long-term debt, net of current portion, original issue discounts, and debt issuance costs	3,268		2,528
Line of Credit \| Revolving Credit Facility \| Asset-Based Revolving Credit Facility
Debt Instrument [Line Items]
Total long-term debt and lines of credit	$ 1,196		$ 465
Less: debt issuance costs		$ (8)
Interest rate	4.86%		6.44%
Line of Credit \| Financing Credit Facility \| Equipment Financing Lines Of Credit
Debt Instrument [Line Items]
Total long-term debt and lines of credit	$ 3		$ 9
Line of Credit \| Financing Credit Facility \| Equipment Financing Lines Of Credit \| Minimum
Debt Instrument [Line Items]
Interest rate	5.30%
Line of Credit \| Financing Credit Facility \| Equipment Financing Lines Of Credit \| Maximum
Debt Instrument [Line Items]
Interest rate	12.63%
Senior Secured Second Lien Notes \| Senior Secured Second Lien Notes, 9.00%
Debt Instrument [Line Items]
Total long-term debt and lines of credit	$ 1,034		1,034
Interest rate	9.00%
Senior Secured Second Lien Notes \| Senior Secured Second Lien Notes, 8.625%
Debt Instrument [Line Items]
Total long-term debt and lines of credit	$ 600		600
Interest rate	8.625%
Senior Secured Second Lien Notes \| Senior Secured Second Lien Notes, 8.00%
Debt Instrument [Line Items]
Total long-term debt and lines of credit	$ 500		500
Interest rate	8.00%
Notes payable to various institutions
Debt Instrument [Line Items]
Total long-term debt and lines of credit	$ 2		$ 18
Notes payable to various institutions \| Minimum
Debt Instrument [Line Items]
Interest rate	3.75%
Notes payable to various institutions \| Maximum
Debt Instrument [Line Items]
Interest rate	5.10%

INVENTORY (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Inventory [Line Items]
Total inventories	$ 401	$ 331
Equipment inventory
Inventory [Line Items]
Total inventories	131	148
Equipment parts
Inventory [Line Items]
Total inventories	189	130
Telematics hardware
Inventory [Line Items]
Total inventories	48	36
Building materials, supplies, small tools, and other
Inventory [Line Items]
Total inventories	$ 33	$ 17

LEASES - Schedule of supplemental cash flow information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating cash outflows from operating leases	$ 116	$ 131	$ 143
Operating cash outflows from finance leases	7	8	6
Finance cash outflows from finance leases	17	27	20
Total	$ 140	$ 166	$ 169

RELATED PARTY TRANSACTIONS - Transactions with Investee (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2021
Related Party Transaction [Line Items]
Segment selling, general and administrative expenses		$ 942.0	$ 728.0	$ 509.0
Accounts payable	$ 95.0	95.0	91.0
Equipment sales from related parties		4,379.0	3,764.0	2,557.0
Accounts receivable, net	748.0	748.0	563.0
Telematics
Related Party Transaction [Line Items]
Equipment sales from related parties		66.0	$ 32.0	21.0
10G LLC
Related Party Transaction [Line Items]
Investment ownership, as a percent					50.00%
Powers Group, Inc.
Related Party Transaction [Line Items]
Investment ownership, as a percent			70.01%
Powers Group, Inc. \| The Company
Related Party Transaction [Line Items]
Noncontrolling ownership interest, as a percent			26.95%
Equity Method Investee
Related Party Transaction [Line Items]
Accounts payable			$ 1.0
Insurance expense		8.0
Prepaid insurance	2.0	2.0
Equity Method Investee \| 10G LLC
Related Party Transaction [Line Items]
Investment ownership, as a percent					50.10%
Equity Method Investee \| Powers Group, Inc. \| The Company
Related Party Transaction [Line Items]
Noncontrolling ownership interest, as a percent			26.95%
Equity Method Investee \| 10G LLC
Related Party Transaction [Line Items]
Accounts payable	0.2	0.2
Accounts receivable, net	2.0	2.0
Equity Method Investee \| 10G LLC \| Telematics
Related Party Transaction [Line Items]
Equipment sales from related parties	$ 9.0
Equity Method Investee \| Telematics Tracker Devices
Related Party Transaction [Line Items]
Segment selling, general and administrative expenses		11.0	$ 22.0	8.0
Equity Method Investee \| Design and Development Services
Related Party Transaction [Line Items]
Segment selling, general and administrative expenses		$ 1.0	$ 1.0	$ 1.0

INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of finite-lived intangible assets

Finite-lived intangible assets, net consisted of the follow major classes (In millions):


		December 31, 2025
	Weighted Average	Gross Carrying	Accumulated	Net Carrying
	Useful Lives	Amount	Amortization	Value
Acquired developed technology ..........................	9	$13	$1	$12
Trade names and associated trademarks ..............	5	5	—	5
Customer relationships ........................................	20	7	—	7
Dealership rights ..................................................	18	3	1	2
Other ....................................................................	5	5	—	5
Total .....................................................................		$33	$2	$31


		December 31, 2024
	Weighted Average	Gross Carrying	Accumulated	Net Carrying
	Useful Lives	Amount	Amortization	Value
Dealership rights ..................................................	18	$3	$—	$3
Total .....................................................................		$3	$—	$3

INVENTORY

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

INVENTORY

Inventories consist of the following (In millions):


	December 31, 2025	December 31, 2024
Equipment inventory ..............................................................................................	$131	$148
Equipment parts .....................................................................................................	189	130
Telematics hardware ..............................................................................................	48	36
Building materials, supplies, small tools, and other ..............................................	33	17
Total inventories ..................................................................................................	$401	$331

PERPETUAL PREFERRED STOCK	12 Months Ended
PERPETUAL PREFERRED STOCK	Dec. 31, 2025
Equity [Abstract]
PERPETUAL PREFERRED STOCK	PERPETUAL PREFERRED STOCK On May 5, 2022, the Company authorized and issued 7,809,003 shares of perpetual preferred stock ($0.00000125 par value per share) at a price of $18.27 per share, resulting in proceeds of $138.0 million, net of $4.6 million of capital raising costs. In addition, the Company issued to the purchasers of the perpetual preferred stock 4,027,555 shares of common stock ($0.00000125 par value per share) at a price of $15.48 per share, resulting in proceeds of $62 million. The total proceeds raised from the issuance of the perpetual preferred stock and common stock to the purchasers was $200 million, net of capital raising costs. In June 2023, the Company issued 3,372,629 shares of perpetual preferred stock ($0.00000125 par value per share) at a price of $17.74 per share, resulting in proceeds of $59 million, net of $1 million of costs. In addition, the Company issued to the purchasers of the perpetual preferred stock 953,045 voting shares and 740,996 non-voting shares of common stock ($0.00000125 par value per share) at a price of $14.85 per share, resulting in proceeds of $25 million. On August 11, 2023, the Company issued 1,785,513 shares of perpetual preferred stock ($0.00000125 par value per share) at a price of $17.74 per share, resulting in proceeds of $31 million, net of $1 million of costs. In addition, the Company issued to the purchasers of the perpetual preferred stock 896,837 shares of voting common stock ($0.00000125 par value per share) at a price of $14.85 per share, resulting in proceeds of $13 million. On August 28, 2023, the Company issued 793,567 shares of perpetual preferred stock ($0.00000125 par value per share) at a price of $17.74 per share, resulting in proceeds of $13 million, net of $1 million of costs. In addition, the Company issued to the purchasers of the perpetual preferred stock 398,579 shares of voting common stock ($0.00000125 par value per share) at a price of $14.85 per share, resulting in proceeds of $6 million. Perpetual Preferred Stock rights The rights, preferences, privileges, and restrictions granted to and imposed on the perpetual preferred stock are set forth below: Dividends: Dividends on the perpetual preferred stock accumulate daily in arrears on the then-current accreted liquidation preference (initially, $26.26 per share) of the outstanding perpetual preferred stock, whether or not declared. The dividend rate varies depending upon the amount of time that the perpetual preferred stock has been outstanding and whether dividends have previously been paid on the perpetual preferred stock, ranging from 8.5% to 11.25%. Dividends compound on a quarterly basis. Dividends on the perpetual preferred stock will be payable, at the election of the Company, in cash at any time when, as and if declared by the Board or any duly authorized committee of the Board, but only out of assets legally available. On May 17, 2024, the Board declared a dividend to the holders of perpetual preferred stock in an aggregate amount of $9 million payable in cash. The dividend was paid on May 28, 2024. On June 10, 2025, the Board declared a dividend to the holders of perpetual preferred stock in an aggregate amount of $37 million payable in cash. The dividend was paid on June 10, 2025. At December 31, 2025, the maximum potential dividend accumulated in arrears on all issued and outstanding perpetual preferred stock was approximately $124 million, or $9.02 per share. Liquidation preferences: In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of perpetual preferred stock are entitled to an amount per share equal to the sum of (i) the accreted liquidation preference (ii) the amount of any other accumulated and unpaid dividends and (iii) if such event occurs prior to the fifth anniversary from the original issuance date, an additional amount equal to the aggregate cash dividends that would have been paid on the perpetual preferred stock from and after the liquidation date through the end of the initial five-year period as if 100% of the dividends were paid in cash at the full dividend rate, which is 8.5% for the perpetual preferred stock issued in 2022 and 9.25% for the perpetual preferred stock issued in 2023. At December 31, 2025 the accreted liquidation preference amount was $486 million. Conversion features: Holders of perpetual preferred stock have no right to exchange or convert shares into any other shares or securities. Voting rights: Holders of perpetual preferred stock shall be entitled to one vote for each share of perpetual preferred stock held at all meetings of shareholders. Protective rights: There are no collateral requirements, redemption options, or creditor rights associated with the perpetual preferred stock instruments. There are no provisions that are substantively protective covenants. Redemption features: The Company, at its option, may redeem the perpetual preferred stock, in whole or in part, at any time after the one-year anniversary date from the original issuance date of the perpetual preferred stock issued in 2022, or after the five-year anniversary date from the original issuance date of the perpetual preferred stock issued in 2023, at a price per share equal to the perpetual preferred liquidation preference, to the extent the Company has funds legally available. If the Company exercises this option, the price per share of the redemption would equal the sum of (i) $26.26 plus the then-aggregated unpaid compounded dividends, (ii) any other accumulated and unpaid dividends, and (iii) if the redemption occurs prior to the fifth anniversary of the original issuance date for the perpetual preferred stock issued in 2022, the aggregate cash dividends that would have been paid on the shares from the redemption date through the end of the five-year period had the full dividend rate been paid in cash. In addition to the Company’s right to redeem the perpetual preferred stock, the holders of the perpetual preferred stock have the right to require the Company to repurchase up to 50% of their shares of perpetual preferred stock beginning on May 5, 2033 (or in the case of an initial public offering or similar contingent event) and up to 100% of their shares of perpetual preferred stock beginning on May 5, 2034 (or in the case of a sale of the Company or similar contingent event). Due to the holders’ put option, the Company classified the perpetual preferred stock, net of costs of raising capital, as temporary equity on the consolidated balance sheets as of December 31, 2024 and 2023. Accretion of perpetual preferred stock to redemption value: As the holders of the perpetual preferred stock have the right to require the Company to repurchase up to 50% of their shares beginning on May 5, 2033, and up to 100% of their shares beginning on May 5, 2034, it is probable that the Company's perpetual preferred stock will become redeemable. Accordingly, the Company is accreting the carrying amount of the perpetual preferred stock to its redemption value over the period from the issuance date to the redemption date using the effective interest method. For the years ended December 31, 2025, 2024 and 2023, the Company recorded accretion of $36 million, $40 million, and $30 million, respectively.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2025
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Transactions with Investee The Company purchased telematics tracker devices from an equity method investee totaling approximately $11 million, $22 million and $8 million for the years ended December 31, 2025, 2024 and 2023, respectively. Design and development services paid to the same equity method investee were $1 million, $1 million and $1 million for the years ended December 31, 2025, 2024 and 2023, respectively, and included in selling, general and administrative expenses on the consolidated statements of net income. Amounts owed to the same equity method investee, included in accounts payable, were $1 million as of December 31, 2024, and these amounts are included in accounts payable on the consolidated balance sheets. In connection with the acquisition of Morey (see Note 22), the Company acquired a 50.1% ownership interest in 10G, a joint venture arrangement accounted for under the equity method. For the period from September 19, 2025, to December 31, 2025, the Company recognized revenue from sales to 10G of $9 million, which are included in telematics platform revenue on the consolidated statements of net income. At December 31, 2025, the Company had amounts due from 10G of $2 million, which are included in accounts receivable on the consolidated balance sheets, and amounts owed to 10G of $0.2 million, which are included in accounts payable on the consolidated balance sheets. The Company holds a 26.95% noncontrolling interest in Powers (see Note 8). The Company purchases insurance coverage through a wholly owned subsidiary of Powers, acting as an agent. For the year ended December 31, 2025, the Company purchased insurance policies through this equity method investee and recognized $8 million of insurance expense in selling, general and administrative expenses on the consolidated statements of net income. At December 31, 2025, the Company had $2 million of prepaid insurance related to these policies, which are included in prepaid costs on the consolidated balance sheets. Transactions with Entities Owned or Controlled by the Co-Founders The Company has entered into various transactions with related party entities either owned or controlled by the Company’s Chief Executive Officer or the President. Revenues During the years ended December 31, 2025, 2024 and 2023, the Company recognized the following revenues from transactions with entities owned or controlled by the Co-Founders: •Approximately $3 million, $15 million and $25 million, respectively, of equipment rental and related services revenues, including equipment rental revenues whereby the Company acts as an agent in the rental arrangement. •$128 million, $346 million and $196 million, respectively, of equipment sales revenues. A portion of the equipment sales for the years ended December 31, 2025, 2024 and 2023, were agent OEM transactions and the related cost of the equipment sold of $49 million, $70 million, and $115 million, respectively, is presented net of the associated equipment sales revenues for these periods on the consolidated statements of net income. The equipment sold was subsequently listed on the Company’s marketplace under the OWN Program. •$4 million, $4 million and $7 million, respectively, of equipment parts, supplies and services revenues; and $1 million, $1 million and zero, respectively, of T3 telematics services revenues relating to equipment enrolled under the OWN Program. In addition, the Company recognized $2 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively, in sales of building materials and hardware supplies to the Co-Founders, which are included in other platform revenues on the consolidated statements of income. There were no similar sales during 2023. OWN Program payouts OWN Program payouts to entities owned or controlled by the Co-Founders were $40 million, $74 million and $56 million for the years ended December 31, 2025, 2024 and 2023, respectively, included in cost of revenues on the consolidated statements of net income. At December 31, 2024, the Company had accrued expenses under the OWN Program due to entities owned or controlled by the Co-Founders of $4 million. At December 31, 2025, there were no accrued expenses under the OWN Program due to entities owned or controlled by the Co-Founders. Assignment of property site purchase rights and construction developer fees For the years ended December 31, 2025 and 2024, the Company recognized $3 million and $5 million, respectively, of other miscellaneous income for the assignment of new property site purchase rights and related transaction services and $5 million and $1 million, respectively, for construction developer fees provided to entities owned or controlled by the Co-Founders. These amounts are included in other income, net on the consolidated statements of net income. There were no such amounts recognized during 2023. Accounts receivable and other current assets At December 31, 2025 and 2024, the Company had receivables due from entities owned or controlled by the Co-Founders related to the transactions described above in the amounts of $19 million and $36 million, respectively, which are included in accounts receivable or other current assets on the consolidated balance sheets. Leases The Company leases or has leased certain properties, facilities, vehicles, and aircraft for its operations under various lease arrangements with entities owned or controlled by the Co-Founders. Lease expenses associated with various operating lease arrangements with entities owned or controlled by the Co-Founders were $4 million, $4 million and $3 million for the years ended December 31, 2025, 2024 and 2023, respectively, which are included in direct operating costs or selling, general and administrative expenses on the consolidated statements of net income. At December 31, 2025, the Company had operating lease right of use assets and operating lease liabilities under lease arrangements with entities owned or controlled by the Co-Founders of $6 million and $6 million, respectively. At December 31, 2024, the Company had operating lease right of use assets and operating lease liabilities under lease arrangements with entities owned or controlled by the Co-Founders of $33 million and $30 million, respectively. The Company recognized variable lease expense, short-term rental expense, and other miscellaneous expenses, which are included in direct operating costs or selling, general and administrative expenses on the consolidated statements of net income, of $3 million, $0.4 million and $1 million for the years ended December 31, 2025, 2024 and 2023, respectively, primarily relating to certain leases and short-term rentals from entities owned or controlled by the Co-Founders. During the years ended December 31, 2025 and 2024, the Company made payments of $3 million and $1 million under property finance lease arrangements with entities owned or controlled by the Co-Founders, respectively. At December 31, 2025 and 2024, the Company had finance lease liabilities under finance lease arrangements with entities owned or controlled by the Co-Founders of $29 million and $30 million, respectively. During the year ended December 31, 2025, the Company acquired from the Co-Founders operating lease arrangements for a fleet of vehicles, certain properties, and other contractual rights where the lessor or counterparty is a third-party and, as a result, the Company recognized operating lease liabilities of $26 million with a corresponding amount to right-of-use assets. Purchases of rental equipment, parts, supplies and other During the years ended December 31, 2025 and 2024, the Company purchased $22 million and $133 million, respectively, of equipment previously enrolled in the OWN Program from entities owned or controlled by the Co- Founders. The equipment purchased was added to the Company’s rental fleet, and is included in rental equipment, net, on the consolidated balance sheets. There were no equipment purchases from entities owned or controlled by the Co-Founders during 2023. During the year ended December 31, 2025, the Company also purchased containers and vehicles for approximately $5 million and other miscellaneous equipment, parts and supplies for $1 million from an entity owned or controlled by the Co-Founders. The containers and vehicles purchased were added to the Company’s rental equipment and are included in rental equipment, net on the consolidated balance sheets. During the years ended December 31, 2025, 2024 and 2023, the Company recognized other expenses for transactions with entities owned or controlled by the Co-Founders in the amounts of $1 million, $0.1 million, and $0.1 million, respectively, which are included in selling, general and administrative expenses on the consolidated statements of net income. Purchases of property and other fixed assets During the years ended December 31, 2025, 2024 and 2023, entities owned or controlled by the Co-Founders provided construction services to the Company in the amounts of $0.4 million, $1 million and $1 million, respectively, which were capitalized to property and other fixed assets. Accounts payable At December 31, 2025 and 2024, amounts due to entities owned or controlled by the Co-Founders were $0.1 million and $0.4 million, respectively, which are included in accounts payable on the consolidated balance sheets. Cash equivalents During the years ended December 31, 2025 and 2024, the Company deposited $15 million and $5 million, respectively, into a money market account at a financial institution in which the Co-Founders have an ownership interest. As of December 31, 2025 and 2024, the Company had an aggregate of $21 million and $5 million, respectively on deposit in a money market account with this financial institution, which is included in cash and cash equivalents on the consolidated balance sheets. For the year ended December 31, 2025, the funds on deposit earned $1 million of interest income, which is included in other income, net on the consolidated statements of net income. Interest income earned on deposits during the year ended December 31, 2024 was de minimus. Acquisitions On December 12, 2024, the Company, through its wholly owned subsidiary, acquired substantially all of the business operations of two building supplies, lumber, and hardware stores from an entity that is owned or ultimately controlled by the Co-Founders for an aggregate purchase price of $2 million. The purchase price was preliminarily allocated to the estimated fair value of net assets acquired at the acquisition date, including $0.4 million to accounts receivable, $1 million to inventories, and $0.4 million to property and other fixed assets. No goodwill resulted from this transaction. The Company does not provide any financial support or guarantee any debt of the related party entities involved in the transactions described above.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

INVENTORY (Tables)

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

Schedule of inventory

Inventories consist of the following (In millions):


	December 31, 2025	December 31, 2024
Equipment inventory ..............................................................................................	$131	$148
Equipment parts .....................................................................................................	189	130
Telematics hardware ..............................................................................................	48	36
Building materials, supplies, small tools, and other ..............................................	33	17
Total inventories ..................................................................................................	$401	$331

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

EARNINGS PER SHARE

Basic earnings per share is calculated using the two-class method as the Company’s convertible preferred stock

is considered a participating security because these shares participate in dividends on an as-converted basis with

common stock. The two-class method requires an allocation of earnings to all participating securities. Basic earnings

per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average

number of common shares outstanding for the period. The participating securities are notrequired to participate in

the losses of the Company, and therefore during periods of loss there is no allocation required under the two-class

method between common and participating securities. The Company calculated diluted earnings per share using the

more dilutive of either the two-class, if-converted method or the treasury stock method. For the years ended

December 31, 2025, 2024 and 2023 the two-class, if-converted method and the treasury stock method yielded the

same result. Diluted earnings per common share is computed by dividing net (loss) income attributable to common

shareholders by the weighted average number of common shares plus the effect of dilutive potential common shares

outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per common share (In millions):


	Years Ended December 31,
	2025	2024	2023
Basic earnings per common share:
Net income ...........................................................................................	$40	$3	$17
Loss (income) attributable to noncontrolling interests ........................	–	–	–
Less: Deemed dividends on perpetual preferred stock ........................	(37)	(40)	(32)
Net (loss) income attributable to common shareholders .................	3	(37)	(15)
Less: Earnings allocated to participating securities .............................	(2)	–	–
Net (loss) income attributable to common shareholders - Basic .....	1	(37)	(15)
Weighted average common shares outstanding - Basic .......................	78	77	75
Basic earnings (loss) per common share ..............................................	$0.01	$(0.48)	$(0.20)


	Years Ended December 31,
	2025	2024	2023
Diluted earnings per share:
Net income ...........................................................................................	$40	$3	$17
Loss (income) attributable to noncontrolling interests ........................	–	–	–
Less: Deemed dividends on perpetual preferred stock ........................	(37)	(40)	(32)
Net (loss) income attributable to common shareholders - Diluted ..	3	(37)	(15)
Weighted average common shares outstanding ...................................	78	77	75
Dilutive effect of employee stock options ...........................................	6	—	—
Dilutive effect of participating securities .............................................	142	—	—
Weighted average common shares outstanding - Diluted ....................	226	77	75
Diluted earnings (loss) per common share ...........................................	$0.01	$(0.48)	$(0.20)

Employee stock options of 8,620,913 and 7,317,487 were excluded from the calculation of diluted earnings per

share as of December 31, 2024 and 2023, respectively, as a result of their anti-dilutive effect. In addition,

convertible preferred shares of 141,986,676 and 141,959,043, which are considered participating securities, were

excluded from the calculation of diluted earnings per share as of December 31, 2024 and 2023, respectively, as a

result of their anti-dilutive effect.

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Our business involves the collection, storage, transmission, and processing of confidential and sensitive information, and our operations depend on information technology systems, communications networks, and technology applications, including those operated by third-party service providers. Accordingly, we face cybersecurity threats on an ongoing basis. As of the date of this 2025 Form 10-K, we are not aware of any cybersecurity incidents or threats that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, financial condition, and cash flows. We have implemented, and continue to develop, various information security processes and controls designed to identify, assess, and manage material risks from cybersecurity threats, including a written cyber incident response plan and vulnerability management procedures. Our technical and operational safeguards include vulnerability and risk assessments, network security and access controls, encryption of certain data, and employee cybersecurity awareness training. Our cybersecurity program references the National Institute of Standards and Technology cybersecurity framework (“NIST”) in developing and maintaining our cybersecurity practices. The Company is in the process of establishing an enterprise risk management framework, and cybersecurity risk is expected to be incorporated into that framework as it continues to develop. We work with third parties to assist us in our cybersecurity efforts. We maintain a vendor management process designed to evaluate cybersecurity considerations associated with third-party service providers that access our systems or data. Depending on the nature of the services provided and the sensitivity of the information involved, this process may include reviewing the service provider’s cybersecurity controls and risk management practices. Cybersecurity risk management is coordinated through management and is overseen by the Board as described below.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We have implemented, and continue to develop, various information security processes and controls designed to identify, assess, and manage material risks from cybersecurity threats, including a written cyber incident response plan and vulnerability management procedures. Our technical and operational safeguards include vulnerability and risk assessments, network security and access controls, encryption of certain data, and employee cybersecurity awareness training. Our cybersecurity program references the National Institute of Standards and Technology cybersecurity framework (“NIST”) in developing and maintaining our cybersecurity practices. The Company is in the process of establishing an enterprise risk management framework, and cybersecurity risk is expected to be incorporated into that framework as it continues to develop.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our Board of Directors has ultimate oversight responsibility for the Company’s strategy and risk management, including material risks related to cybersecurity incidents and threats. The Audit Committee of the Board of Directors (the “Audit Committee”) assists the Board in fulfilling its oversight responsibilities with respect to cybersecurity and information technology risks.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	This Cyber Committee is responsible for evaluating cybersecurity incidents and determining materiality for disclosure purposes, in coordination with appropriate members of senior management and legal counsel.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Management provides the Audit Committee and the Board with periodic updates regarding cybersecurity risks and the Company’s cybersecurity program. In the event of a significant cybersecurity incident, management’s processes are designed to provide timely escalation to the Audit Committee and the Board outside of the regular reporting cycle.
Cybersecurity Risk Role of Management [Text Block]	Our executive officers are responsible for addressing and providing guidance to management to allow the Company to address and mitigate material risks we face, including cybersecurity risks. Among other things, management is responsible for hiring appropriate personnel, designing and implementing cybersecurity-related processes, communicating priorities to relevant personnel, assessing cybersecurity incidents as they arise, and assessing and managing material risks from cybersecurity threats.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Among members of management, cybersecurity matters are overseen by our Chief Data Officer, who reports to our Chief Executive Officer, and has significant experience in information technology. The Company has established a formal, management-level committee (the “Cyber Committee”) with a written charter to assist the Company in ensuring that cybersecurity incidents are assessed, evaluated, escalated, and disclosed in a timely, accurate, compliant, and coordinated manner in accordance with applicable regulatory requirements. The Cyber Committee initially consists of the Chief Data Officer, General Counsel, Chief Financial Officer & Chief Accounting Officer, and other members of management as determined by the Cyber Committee
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The Cyber Committee initially consists of the Chief Data Officer, General Counsel, Chief Financial Officer & Chief Accounting Officer, and other members of management as determined by the Cyber Committee
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Management provides the Audit Committee and the Board with periodic updates regarding cybersecurity risks and the Company’s cybersecurity program. In the event of a significant cybersecurity incident, management’s processes are designed to provide timely escalation to the Audit Committee and the Board outside of the regular reporting cycle.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2025

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


	Balance at	Charged to			Balance
	Beginning	Costs and	Charged to	Deductions	at End
Description	of Period	Expenses (a)	Revenue (a)	and Other (b)	of Period
Year Ended December 31, 2025
Allowance for credit losses and doubtful accounts ...........................................................	$43	$21	$7	$3	$68
Year Ended December 31, 2024
Allowance for credit losses and doubtful accounts ...........................................................	$20	$19	$5	$1	$43
Year Ended December 31, 2023
Allowance for credit losses and doubtful accounts ...........................................................	$16	$10	$–	$6	$20

_________________

(a)Amounts charged to cost and expenses reflect bad debt expenses recognized within selling, general and administrative expenses. The

amounts charged to revenue primarily reflect credit losses associated with lease revenues that were recognized as a reduction to equipment

rental revenue.

(b)Primarily represents write-offs.

LEASES - Summary of operating and finance lease maturity (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Operating leases
2026	$ 119
2027	115
2028	113
2029	107
2030	99
Thereafter	506
Total lease payments	1,059
Less: liability accretion and imputed interest	(335)
Total lease liabilities	724
Less: current lease liabilities	(69)	$ (59)
Operating lease liabilities, net of current portion	655	555
Financing leases
2026	31
2027	24
2028	28
2029	24
2030	24
Thereafter	147
Total lease payments	278
Less: liability accretion and imputed interest	(90)
Total lease liabilities	188
Less: current lease liabilities	(19)	(17)
Finance lease liabilities, net of current portion	$ 169	$ 71

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Initial Public Offering

On January 26, 2026, the Company completed its initial public offering (“IPO”) of 30.5 million shares of the

Company’s Class A common stock at a price of $24.50, resulting in gross proceeds of $747 million and net proceeds

of $706 million after deducting underwriting discounts and commissions. The Company intends to use the net

proceeds of the offering for general corporate purposes.

Immediately prior to the completion of the IPO, the Company’s certificate of formation, bylaws, and investors’

rights agreement were amended and restated, resulting in, among other things, all shares of the Company’s common

stock, including shares of common stock issuable upon the automatic conversion of the Company’s preferred stock

(other than shares of perpetual preferred stock which remain outstanding) being reclassified into shares of Class A

common stock, and immediately thereafter all shares of Class A common stock then held by the Co-Founders being

exchanged into an equivalent number of shares of Class B common stock. Additionally, Class A shares will be

issuable upon exercise or vesting of all outstanding options and restricted stock units, as applicable, except that

Class B shares will be issuable upon exercise or vesting of options and restricted stock units held by the Co-

Founders and upon vesting of performance stock units (“PSUs”) granted to the Co-Founders (see IPO Founders

Awards below).

Concurrent with the IPO, all outstanding shares of the Company’s convertible preferred stock were

automatically converted into 142 million shares of Class A common stock. Following the completion of the IPO, the

Company had 3,500 million and approximately 214 million of Class A common stock authorized and issued and

outstanding, respectively, and 200 million and approximately 38 million of Class B common stock authorized and

issued and outstanding, respectively.

Following the completion of the IPO, the Class B common stock, which is held by the Co-Founders who have

agreed to vote together as a group, will represent approximately 85% of the total voting power of the outstanding

common stock and, as a result, the Company is considered to be a “controlled company” within the meaning of

Nasdaq corporate governance standards.

Employee Stock Purchase Plan

In connection with the IPO, the Company adopted the EquipmentShare.com 2025 Employee Stock Purchase

Plan (the “ESPP”). The maximum number of shares initially available for issuance under the ESPP is 2,316,263

shares of common stock and will be increased on the first day of each fiscal year for a period of up to 10 years

following the effective date of the ESPP in an amount equal to the least of (i) 12,000,000 shares; (ii) 1% of the total

number of shares of the Company’s Class A and Class B common stock outstanding as of the last completed fiscal

year; and (iii) such number of shares as determined by the Board in its discretion. The number of shares available at

any time under the ESPP will be subject to adjustment in the event of a dividend or other distribution (other than an

ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger,

consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company,

or other change in the Company’s structure affecting the shares occurs. The number of shares which a participant

may purchase in an offering under the ESPP may be reduced if the offering is over-subscribed.

EquipmentShare.com Inc 2025 Omnibus Incentive Plan

In connection with the IPO, the Company also adopted the EquipmentShare.com Inc 2025 Omnibus Incentive

Plan (the “2025 Plan”). Awards under the 2025 Plan include stock options, stock appreciation rights, restricted

stock, restricted stock units, performance awards, other cash-based awards and other stock-based awards

(collectively, the “Awards”). The total number of shares of the Company’s common stock initially authorized for

issuance under the 2025 Plan is 40,370,162 shares of common stock and this amount will be increased on January 1

of each year following the effective date of the 2025 Plan for a period of 10 years in an amount equal to the lesser of

(i) 1% of outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of shares

as determined by the Compensation Committee of the Board in its sole discretion. The Awards granted pursuant to

the 2025 Plan will be issued with respect to shares of Class A common stock of the Company, other than the IPO

Founders Awards.

IPO Founders Awards

In connection with the IPO, the Board approved grants of PSUs to each of the Co-Founders under the 2025 Plan

that could result in the issuance, to each of the Co-Founders, of as few as zero shares of the Company’s Class B

common stock and up to 18,321,644 shares of Class B common stock, or 7.91% of the Company’s fully-diluted

shares outstanding immediately prior to January 26, 2026. The vesting of the awards are subject to service

conditions and market conditions, which are based upon the Company’s achieving certain specified stock price

hurdles within a ten-year performance period subsequent to the completion of the IPO, or January 26, 2026. The

following table sets forth the specified stock price hurdles and the percentage of the Awards eligible to be earned as

defined in the Performance Unit Agreements:


Tranche	Price Hurdle (per Share)(1)	% of Award eligible to be Earned(2)
1	$29.85	18%
2	$59.69	21%
3	$119.39	21%
4	$238.77	21%
5	$358.16	19%

________________

(1) A "Price Hurdle" will be met when there has been an average closing price per share, as reported on the Nasdaq Global Select Market,

during any 60 consecutive trading day period that starts and ends during the Performance Period equal to or exceeding the hurdle applicable

to such tranche as set forth in the table below (or, solely with respect to the first tranche, when the closing price per share as reported on the

Nasdaq Global Select Market equaled or exceeded the Price Hurdle for such tranche during the Performance Period).

(2)The Award eligible to be earned with respect to the applicable tranche is also subject to a service condition, defined as the fourth

anniversary subsequent to the date on which the applicable market condition for that tranche has been satisfied.

PROPERTY AND OTHER FIXED ASSETS, NET (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and other fixed assets	$ 619	$ 412
Less: accumulated depreciation	(115)	(73)
Total property and other fixed assets, net	504	339
Depreciation	42	27	$ 9
Furniture, fixtures, office equipment and other
Property, Plant and Equipment [Line Items]
Total property and other fixed assets	167	125
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and other fixed assets	161	96
Buildings and improvements
Property, Plant and Equipment [Line Items]
Total property and other fixed assets	186	86
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and other fixed assets	61	57
Land
Property, Plant and Equipment [Line Items]
Total property and other fixed assets	$ 44	$ 48

SUBSEQUENT EVENTS - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Jan. 26, 2026	Dec. 31, 2025	Dec. 31, 2024	May 05, 2022
Subsequent Event [Line Items]
Common stock, shares authorized (in shares)		273,000,000	273,000,000
Common stock, shares issued (in shares)		79,000,000	78,000,000	4,027,555
Common stock, shares outstanding (in shares)		79,000,000	78,000,000
Subsequent Event \| Class A Common Stock
Subsequent Event [Line Items]
Convertible preferred stock converted to common stock (in shares)	142,000,000
Common stock, shares authorized (in shares)	3,500,000,000
Common stock, shares issued (in shares)	214,000,000
Common stock, shares outstanding (in shares)	214,000,000
Subsequent Event \| Class B Common Stock
Subsequent Event [Line Items]
Common stock, shares authorized (in shares)	200,000,000
Common stock, shares issued (in shares)	38,000,000
Common stock, shares outstanding (in shares)	38,000,000
Subsequent Event \| IPO
Subsequent Event [Line Items]
Gross proceeds from IPO	$ 747
Net proceeds from IPO	$ 706
Subsequent Event \| IPO \| Class A Common Stock
Subsequent Event [Line Items]
Number of shares issued in IPO (in shares)	30,500,000
IPO, price per share (in dollars per share)	$ 24.50
Subsequent Event \| IPO \| Class B Common Stock
Subsequent Event [Line Items]
Voting power percentage	85.00%

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Purchases of rental equipment from related parties	$ 1,780	$ 1,586	$ 1,098
Proceeds from sale of of rental equipment from related parties	1,160	1,323	647
Related Party
Purchases of rental equipment from related parties	27	133
Proceeds from sale of of rental equipment from related parties	$ 55	$ 202	$ 62

ACQUISITIONS

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITIONS

The Company accounts for business combinations using the acquisition method as defined in Topic 805.

Management uses its best estimates and assumptions to value the assets acquired and liabilities assumed at the

acquisition date. Such estimates are inherently uncertain and may be subject to refinement. As a result, during the

measurement period of up to one year from the acquisition date, the Company may record adjustments to the

acquisition accounting, to the extent new information becomes available.

The Morey Corporation

Prior to 2022, the Company acquired a 49.9% noncontrolling ownership interest in Morey, a business that

designs, manufactures, and sells custom electronic components, including telematics tracker devices and cloud-

based access control keypads. The Company installs telematics tracker devices and access control keypads on its

rental equipment, as well as equipment owned by third-parties who purchase subscriptions to the Company’s T3

platform (software-as-a-service). On September 19, 2025, the Company entered into a stock purchase agreement to

acquire 218,492 shares of common stock of Morey, representing fifty and one-tenths percent (50.1%) of the

outstanding ownership interest in Morey. The estimated acquisition-date fair value of the purchase price for the

50.1% controlling ownership interest in Morey was $33 million, including: (i) cash of $11 million, plus (ii) the

issuance of 533,333 shares of the Company’s common shares with an acquisition-date estimated fair value of $9

million, plus (iii) the repayment of $13 million of debt owed by Morey at closing.

Pursuant to the accounting guidance under Topic 805 in connection with a business combination achieved in

stages, the Company used a provisional estimate of Morey’s equity value to remeasure its previously held 49.9%

noncontrolling ownership interest in Morey from $14 million to its acquisition-date estimated fair value of $22

million, recognizing a gain of $8 million, included in other income, net on the accompanying consolidated

statements of net income for the year ended December 31, 2025. The Company measured the previously held

interest based upon the acquisition price of the remaining 50.1% interest acquired, inclusive of a control premium

consideration. The transaction resulted in Morey becoming a wholly-owned subsidiary of the Company.

The table below summarizes the fair values of the assets acquired and liabilities assumed. The purchase price

allocation for these assets and liabilities are based on preliminary valuations and are subject to change as the

Company obtains additional information during the acquisition measurement period (In millions):


Cash and cash equivalents ....................	$2
Accounts receivable .............................	11
Inventories ............................................	16
Prepaid costs and other assets ..............	1
Property and equipment .......................	5
Capitalized software .............................	1
Right of use assets, operating ...............	16
Investment in 10G LLC (joint venture)	10
Intangible assets ...................................	26
Total identifiable assets acquired ......	88
Accounts payable .................................	(16)
Accrued liabilities .................................	(4)
Other liabilities .....................................	(3)
Operating lease liabilities .....................	(16)
Total liabilities assumed .....................	$(39)
Net identifiable assets acquired ............	49
Goodwill (1) ...........................................	$6
Net assets acquired .............................	$55

(1)Goodwill is assigned to all other business activities. The Company has not yet obtained all information required to finalize the valuation of

intangible assets acquired. Accordingly, the fair value of net identifiable assets acquired and goodwill could change from the amounts

presented in this table upon the finalization of the fair value assumptions for identifiable intangible assets acquired. None of the goodwill is

expected to be deductible for income tax purposes.

Assuming the acquisition of the controlling ownership interest in Morey had occurred as of January 1, 2024, the

pro forma effect on revenue and earnings are not material to the consolidated statements of net income.

Building Materials and Hardware Retail Stores

During the year ended December 31, 2025, the Company, through its wholly owned subsidiaries, entered into

six separate purchase agreements to acquire substantially all of the business operations of nine building supplies,

lumber, and hardware retail stores for an aggregate purchase price of $18 million, of which $17 million was paid. No

goodwill resulted from these transactions. The purchase price was preliminarily allocated to the estimated fair value

of net assets acquired as of their respective acquisition dates, including $4 million of accounts receivable, $10

million of inventories, $4 million of property and other fixed assets, $1 million of accounts payable, and $0.3 million

of accrued liabilities. Assuming the acquisition of these businesses were consummated as of January 1, 2024, the pro

forma effect on revenue and earnings are not material to the consolidated financial statements.

During 2024, the Company, through its wholly owned subsidiaries, entered into four separate purchase

agreements to acquire substantially all of the business operations of five building supplies, lumber, and hardware

stores for an aggregate purchase price of $7 million, which was paid in cash. The purchase prices were allocated to

the estimated fair value of net assets acquired as of their respective acquisition dates, including $1 million to

accounts receivable, $4 million to inventories, and $2 million to property and other fixed assets. Refer to Note 20,

Related Party Transactions, for additional information. Management uses its best estimates and assumptions to

value the assets acquired and liabilities assumed at the acquisition date. Such estimates are inherently uncertain and

may be subject to refinement. As a result, during the measurement period within one year from the acquisition date,

the Company recorded adjustments to the acquisition accounting, to the extent new information became available

including, but not limited to, management's assessment of inventories, vehicles, furniture, fixtures and

improvements. These transactions resulted in approximately $1 million of tax-deductible goodwill.

Countless Supply and B&B Warehouse

On April 30, 2025, the Company entered into purchase agreements to acquire substantially all of the assets and

operations of construction industrial supplies businesses known as Countless Supply and B&B Warehouse, located

in Deer Park, Texas, for an aggregate purchase price of $8 million, which was paid in cash. The purchase price was

preliminarily allocated to the estimated fair value of net assets acquired of $3 million and $5 million to goodwill,

respectively. The goodwill relating to these acquisitions is expected to be deductible for income tax purposes over a

fifteen year period. Assuming the acquisition of these businesses had occurred as of January 1, 2024, the pro forma

effect on revenue and earnings would not have been material to the consolidated financial statements.

- Definition

The entire disclosure for business combination.

+ References

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2025
Accounting Policies [Abstract]
Principles of consolidation	Principles of consolidation: The accompanying consolidated financial statements reflect the Company’s accounts and subsidiaries in which the Company has a controlling financial interest. In the event that the Company is a primary beneficiary of a variable interest entity, the assets, liabilities and results of operations of the variable interest entity are included in the Company’s consolidated financial statements. Assets and liabilities of the Company’s foreign subsidiary are translated from its functional currency into U.S. dollars using exchange rates at the balance sheet date. Revenues and expenses are translated at the exchange rate effective at the time of the transaction. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (“AOCI”). All intercompany transactions have been eliminated upon consolidation.
Use of estimates	Use of estimates: Management used estimates and assumptions in preparing these financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the reported revenues and expenses. As future events and their effects cannot be determined with precision, actual results could differ from the estimates that were used.
Cash and cash equivalents	Cash and cash equivalents: Cash and cash equivalents consist of interest bearing and non-interest bearing demand deposit accounts and instruments with an original maturity of less than ninety days that are held with financial institutions which are carried at cost.
Concentrations	Concentrations: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains cash on deposit at financial institutions in excess of federally insured limits. The Company seeks to mitigate such risks by using multiple counterparties and monitoring the risk profiles of these counterparties. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk. The Company has borrowings under an asset-based lending facility with one financial institution. Management does not believe this concentration presents significant counterparty risk because the Company would be able to obtain similar credit facilities with other financial institutions.
Accounts receivable	Accounts receivable: Pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases, (“Topic 842”) and Accounting Standards Update (“ASU”) 2016-03, Financial Instruments—Credit Losses (“Topic 326”) for rental and non-rental receivables, respectively, the Company maintains an allowance for doubtful accounts that reflects the management’s estimate of expected credit losses, in accordance with Topic 326 with respect to non-lease receivables, and an allowance for doubtful accounts as a general loss reserve, pursuant to ASC Topic 450, Contingencies ("Topic 450") with respect to lease receivables, which are not subject to the collectibility constraint. Management considers historical losses adjusted to take into account current market conditions and its customers’ financial condition, the receivables in dispute, the current receivables aging and current payment patterns, and existing industry and national economic trends when establishing and adjusting its allowance for doubtful accounts. Topic 326 does not apply to receivables arising from operating leases and, as disclosed in Note 18, the majority of the Company’s equipment rental revenue is accounted for as lease revenue under Topic 842. The Company reviews its allowance for doubtful accounts on a monthly basis. If it is determined that all efforts to collect on a balance have been exhausted and it is concluded that the potential for recovering the account balance is remote, then the Company will write-off the account balance.
Inventories	Inventories: Inventories consist of equipment spare parts, equipment assets that have been financed or paid for in cash that are held solely with the intent to be sold, equipment attachments, building materials, supplies, tools and telematics devices and related components. Title to new equipment held for sale at dealership locations transfers to the Company at shipping point from the manufacturer. Cost is determined, depending on the type of inventory, using either a specific identification or average cost method.
Rental equipment, net	Rental equipment, net: Rental equipment is comprised of various classes of construction equipment, delivery vehicles, trailers, and installed telematics tracker devices, all of which are stated at cost, net of related discounts. The Company takes title and ownership of equipment for its rental fleet upon financing or remitting payment for the equipment. Equipment under manufacturer purchase agreements that have not been paid for in cash or financed are not the Company’s assets and, therefore, are not included in rental equipment on the accompanying consolidated balance sheets because the OEM can retrieve those assets at any time. Rental equipment must go through an extensive delivered, received, and accepted process upon receipt at the Company location. Costs incurred to prepare equipment for its intended use and costs incurred to transport the asset from one location to another prior to its first rental are added to the cost of the equipment. Rental equipment is purchased with the intention to rent the equipment as a long-term productive asset. Upon the equipment’s first rental, the equipment is considered to be placed in service and the Company begins to depreciate the asset over its estimated useful life to its estimated residual value. Generally, when rental equipment is placed into service, the Company estimates the period that it may hold the asset in its rental fleet for the purpose of generating rental revenues, ranging from 5 to 10 years until its sale or disposal to another party. The Company also estimates the residual value of the applicable rental equipment at the expected time of sale or disposal, ranging from zero to 35 percent of the asset’s original equipment cost. The residual value for rental equipment is affected by factors which include equipment age and amount of usage. Depreciation expense is calculated using the straight-line method and is recorded over the estimated holding period. Depreciation rates are reviewed at least annually based on management’s ongoing assessment of present and estimated future market conditions, their effect on residual values at the time of disposal and the estimated holding periods. Market conditions for used equipment sales can also be affected by external factors such as the economy, natural disasters, fuel prices, supply of similar used equipment, the market price for similar new equipment and incentives offered by manufacturers of new equipment. These key factors are considered when estimating future residual value and assessing depreciation rates. As a result of this ongoing assessment, the Company makes periodic adjustments, applied prospectively, to depreciation rates of rental equipment in response to changed market conditions and other factors.
Property and other fixed assets, net	Property and other fixed assets, net: Property includes land, buildings and improvements, and leasehold improvements which are stated at cost. Buildings and improvements begin to be depreciated when placed in service over their estimated useful lives. Leasehold improvements are depreciated over the useful life of the improvement or the lease term, whichever is shorter. Land and construction in progress assets are not being depreciated. When construction in progress is completed, these assets are placed into service and begin to be depreciated. Other capitalized assets include furniture, fixtures, office equipment, and electronics. These assets are stated at cost and begin to be depreciated when placed in service over their estimated useful lives. Depreciation expense is calculated using the straight-line method over the assets’ estimated useful lives, ranging from three to forty years.
Capitalized software	Capitalized software: The Company is developing internal use telematics software and related products that it utilizes in the management of the rental fleet. Software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred. Direct costs related to application development activities that are probable to result in additional functionality are capitalized. Upon completion of enhancements and updates, the total capitalized cost which includes payroll and related costs for employees directly associated with the project will begin to be amortized over an estimated useful life of five years.
Business combinations	Business Combinations: In recent years, the Company has completed multiple acquisitions, including a business that designs, manufactures, and sells custom electronic components, including telematics tracker devices and cloud- based access control keypads, as well as building materials and hardware retail stores, industrial supplies businesses, and certain dealership sites. The Company may continue to make acquisitions in the future. Inventories, primarily finished goods, and other working capital, long-lived assets, goodwill and other intangible assets generally represent the largest components of these acquisitions. The assets acquired, including working capital, and liabilities assumed are recorded based on their respective estimated fair values at the date of acquisition. The fair value of inventories acquired in a business combination are measured at estimated selling price less costs of disposal and a reasonable profit margin for the selling effort. Equipment and other long-lived assets acquired are valued utilizing either a cost or market approach, or a combination of these methods, depending on the asset being valued and the availability of market data. The intangible assets other than goodwill that the Company has acquired are developed technology, trade names and associated trademarks, customer relationships, non-compete agreements, and dealership rights. The estimated fair values of these intangible assets reflect various assumptions about discount rates, revenue growth rates, operating margins, terminal values, useful lives and other prospective financial information. Developed technology, trade names and associated trademarks, customer relationships, non-compete agreements, and dealership rights are valued based on an excess earnings or income approach utilizing projected cash flows and may be amortized over their respective useful lives if they are determined to be finite-lived intangible assets. Determining the fair value of the assets and liabilities acquired is judgmental in nature and can involve the use of significant estimates and assumptions. The Company may also acquire other assets and assume liabilities, or working capital, in connection with the business combination. These other assets and liabilities typically include, but are not limited to accounts receivable, accounts payable and other working capital items. Because of their short-term nature, the fair values of these other assets and liabilities generally approximate their book values at the acquisition date.
Goodwill	Goodwill is calculated as the excess of the cost of the acquired business over the net of the fair value of the assets acquired and the liabilities assumed.
Finite-lived intangible and long-lived assets	Finite-lived intangible and long-lived assets: Intangible assets with finite lives are amortized over the estimated economic lives of the assets, which range from two to twenty years. These assets are primarily amortized using the straight-line method. Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such asset group may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset.
Investments	Investments: In accordance with FASB ASC Topic 321, Investments – Equity Securities (“Topic 321”), investments in equity securities in which the Company does not have significant influence nor control of an investee are accounted for as financial assets and carried at fair value, except for equity securities that do not have readily determinable fair values which are carried at cost under the measurement alternative discussed below. Topic 321 also states that if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred (hereinafter referred to as the measurement alternative). In addition, Topic 321 provides that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. Equity securities carried at fair value are included in other current assets on the consolidated balance sheets. Equity securities carried at cost under the measurement alternative are included in investments in non-consolidated affiliates on the consolidated balance sheets. Unrealized gains and losses from equity securities are included in other income, net in the consolidated statements of net income. In accordance with FASB ASC Topic 323, Investments – Equity Method and Joint Ventures (“Topic 323”) the Company uses the equity method of accounting for investments in equity securities in which it obtains significant influence, but not control, of an investee. Equity method investments are recorded initially at cost, and subsequently adjusted to recognize the Company’s share of the earnings, losses and/or changes of the investee value after the date of acquisition. The Company performs a qualitative impairment assessment of its investments if the investee has recognized a series of operating losses or has recognized an impairment loss in its financial statements to determine whether there is an other-than-temporary impairment. No impairment was identified in any of the three years in the period ended December 31, 2025. The Company has investments in debt securities, which are classified as available-for-sale. These investments are recorded at fair value and included in other current assets on the consolidated balance sheets. Unrealized gains and losses on available-for-sale debt securities are included in other comprehensive income, net of tax, in the consolidated statements of comprehensive income.
Derivative instruments	Derivative instruments: During the normal course of operations, the Company is exposed to market risks including the effects of changes in interest rates. The Company managed this risk through the use of derivative instruments which it designated as cash flow hedges. The Company does not use derivative instruments for trading or other speculative purposes. The Company accounted for all derivatives in accordance with U.S. generally accepted accounting principles, which requires that such instruments be measured at fair value and recorded on the consolidated balance sheet as either an asset or a liability. Changes in the fair value of derivative instruments designated as cash flow hedges are recorded in AOCI and reclassified into earnings when the hedged transaction affects earnings. During November 2025, in connection with a refinancing of its asset based lending facility, the Company terminated its derivative instruments. For purposes of balance sheet presentation, the Company elected to net the fair value of derivative instrument assets and liabilities entered into with the same counterparty and for whom it has the right of offset in the event of default.
Advertising expense	Advertising expense: The Company expenses advertising costs during the period in which they are incurred.
Employee savings plan	Employee savings plan: The Company offers eligible employees participation in a 401(k) plan in which the Company matches employee contributions up to a specified amount.
Lease arrangements with OWN Program participants and other parties	Lease arrangements with OWN Program participants: The Company leases equipment owned by participants in the OWN Program. The Company accounts for these arrangements as a lease under Topic 842 whereby the Company is the lessee. Utilizing the T3 platform, the Company offers the equipment to its customers for rent and a portion of the rental revenue generated for each individual piece of equipment is shared with the participant in the OWN Program as a variable lease payment. Such variable lease payments are not included in the classification or measurement of these lease arrangements. The portion of the rental revenues that are paid or payable to participants in the OWN Program as lease payments are based on separately negotiated terms that are commensurate and customary for the right to use the equipment, subject to a maximum lease payment in certain OWN Program agreements. The variable lease expense incurred is recognized and presented as OWN Program payouts within the cost of revenues in the consolidated statements of net income. There are no fixed lease payments paid or payable related to these lease agreements. Equipment leased from participants in the OWN Program generally have terms ranging from five to seven years, and certain arrangements provide, upon mutual agreement of the participant and the Company, the ability to renew or extend the lease term. At the lease commencement date, the Company does not consider the renewals to be reasonably certain of being exercised. Lease arrangements with other parties: The Company leases properties, vehicles, certain equipment used in its operations from parties not participating in the OWN Program, and aircraft under various operating and finance leases. The Company accounts for leases under Topic 842, which applies to an arrangement that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company determines if an arrangement is, or contains, a lease at the lease inception date by evaluating whether the arrangement conveys the right to control the use of an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the identified asset. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. In lease arrangements whereby the Company is a lessee, the Company recognizes a lease liability and a right of use (“ROU”) asset representing its right to use the underlying asset over the lease term. The initial measurement of the lease liability is calculated on the basis of the present value of the remaining minimum lease payments and the ROU asset is measured on the basis of this liability, adjusted by prepaid and accrued rent, tenant improvement allowances, lease incentives, and initial direct costs. The subsequent measurement of a lease is dependent on whether the lease is classified as an operating lease or a finance lease. The Company classifies all lease arrangements as an operating lease or a finance lease at the lease commencement date based on the terms of the arrangements. The Company’s lease classification evaluation, including for rental equipment leased from participants in the OWN Program, considers, among other things, determining whether or not the term of the lease arrangement represents a major part of the remaining economic life of the underlying asset based on the period the underlying asset is expected to be usable by one or more users. The determination of the economic life of the asset, including for rental equipment leased from participants in the OWN Program, is subjective. The Company determines the economic life of the asset using a market approach which utilizes external and internal data of similar assets in the marketplace. When the Company is the lessee, the operating lease cost is recognized on a straight-line basis over the lease term, with the cost presented as a component of cost of revenues or selling, general and administrative expenses in the consolidated statements of net income. Finance lease cost is comprised of a separate interest component and amortization component and is presented as a component of depreciation and amortization and interest expense, net, in the consolidated statements of net income. When the Company is the lessee, certain lease arrangements may require other payments such as costs related to service components, real estate and property taxes, common area maintenance, aircraft operating costs and insurance. These costs are generally variable in nature and are based on the actual costs incurred and required by the lease. All variable costs associated with the lease are expensed in the period incurred and presented and disclosed as variable lease costs included in selling, general and administrative expenses in the consolidated statements of net income. The Company has certain equipment lease agreements that contain residual value guarantees. For equipment used under arrangements classified as operating leases, it is assumed at the lease commencement date that the equipment will be returned to the lessor at the end of the lease term in the condition required and, therefore, any residual value guarantees are excluded from the lease liability recorded. For equipment obtained under arrangements classified as financing leases, the Company assumes it will exercise end of lease term purchase options and, therefore, the cost of any residual value guarantees or purchase options are included as minimum lease payments for purposes of determining the lease liability at the commencement date. The Company’s finance and operating lease agreements do not contain any material restrictive financial covenants. Topic 842 requires that a lessee use the rate implicit in the lease when measuring the lease liability and ROU asset, unless that rate is not readily determinable. In that case, the Company is permitted to use its incremental borrowing rate (“IBR”), which is defined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The IBR is calculated by utilizing the daily treasury yield curve rates, as published by the U.S. Department of the Treasury, adjusted by a risk-based spread. The Company updates the rate quarterly and utilizes the treasury rate yields as of the first business day of each quarter for all new leases entered into during that quarter. As the lessee, the Company’s finance and operating leases have remaining terms ranging from one to fifteen years, with some of those leases including options that grant the Company the ability to renew or extend the lease term. When determining the operating lease term, the Company does not include renewal options unless the renewals are deemed to be reasonably certain of being exercised at the operating lease commencement date.
Sale leaseback arrangements	Sale leaseback arrangements: The Company assesses sale leaseback arrangements to determine whether a sale has occurred under ASU 2014-09: Revenue from Contracts with Customers (“Topic 606”) and whether the classification of the lease precludes sale accounting under Topic 842. These assessments involve a determination of whether control of the underlying asset has been transferred to the buyer. If control of the underlying asset has been transferred to the buyer, the arrangements are accounted for as a sale and leaseback transaction. If control of the underlying asset has not been transferred to the buyer, the arrangements are accounted for as a financing obligation. For each sale leaseback arrangement entered into with a third party, the measurements associated with the gain or loss recognized on the sale and the lease-related right-of-use assets and liabilities have been adjusted for any off- market terms. These off-market adjustments are based on the difference between the sales price of the property or rental equipment and its fair value. When the sales price is greater than the underlying property or rental equipment's fair value, the Company recognizes the difference as a reduction to the sales price and as a financing obligation that is separate from the operating lease liability. The determination of the fair value of the assets related to sale leaseback arrangements is subjective and requires estimates, including the use of multiple valuation techniques. The Company measures the fair value of the assets on the basis of one or more of (1) the market approach, (2) the income approach, or (3) the cost approach.
Build-to-suit lease arrangements	Build-to-suit lease arrangements: The Company evaluates build-to-suit lease arrangements, where the Company is engaged by the owner to perform construction and development services prior to lease commencement, to determine whether or not the Company controls the underlying asset during the construction period. If the Company controls the underlying asset during the construction period, the transaction is assessed as a sale leaseback arrangement. At December 31, 2025, the Company was a party to certain property lease agreements under which lease commencement had not yet occurred. The lease commencement date will be determined, and the lease obligation recognized, once the underlying property and construction is completed and available for its intended use as a full- service branch location, which is expected to occur in the next twenty-four months. For each build-to-suit arrangement, it was determined that the Company did not control the underlying constructed asset prior to the commencement date of the lease.
Revenue recognition	Revenue recognition: The Company is in the business of renting equipment that is owned by the Company or rented from vendors, contractors, and other third parties and then re-rented to third party customers as part of their normal business activities. Such arrangements are accounted for as operating leases with the Company as a lessor and governed by the standard rental contract. As a lessor of rental equipment to customers, the Company recognizes revenue from equipment rentals in the period earned on a straight-line basis over the expected contract term, regardless of timing of billing to customers. A rental contract term can be daily, weekly, or monthly (28 days), and is billed when the maximum monthly rental charge is achieved, or at the completion of the rental contract, whichever is sooner. Because the term of the contract can extend across financial reporting periods, unbilled rental revenue of $45 million, $28 million, and $32 million was included in equipment rental and related services in the accompanying consolidated statements of net income for the years ended December 31, 2025, 2024 and 2023, respectively. As a lessor of rental equipment, the Company recognizes as incremental revenue the excess, if any, between the amount the customer is contractually required to pay which is based on the rental contract period and the cumulative amount of revenue recognized to date under that contract. For leasing revenue associated with its lease of construction equipment to its customers, the Company, as a lessor, accounts for the lease component separately from the non-lease components using an allocation of the rental transaction consideration between the lease component and the non-lease components based on relative stand-alone selling prices. In developing relative stand-alone selling prices, the Company considers observable stand-alone selling prices associated with leasing activities and all of the performance obligations relating to non-lease sales and services associated with a lease of construction equipment to its customers. The Company evaluates its rights to control of the rental equipment in determining whether the Company acts as the principal or agent in a rental arrangement whereby the Company is the lessor of the rental equipment to its customers. When the Company owns the equipment, the Company will act as the principal resulting in the rental revenue generated being recognized on a gross basis in equipment rental and related services revenue. When the Company accepts another owner’s equipment into the OWN Program (see Note 18), the Company will evaluate whether it has control of the equipment that it re-rents to third party customers. When the Company has control of the equipment, the participant in the OWN Program does not have the ability to redeploy or retrieve the equipment while under rent. In this instance, the Company will act as the principal resulting in the rental revenue generated from the customer being presented on a gross basis in equipment rental and related services revenue and the rental payments owed to the equipment owner being presented as OWN Program payouts in cost of revenues. When the Company does not have control of the equipment, the equipment owner, at their discretion, has the ability to redeploy, replace, or retrieve, the equipment under rent, and can arrange for substitute equipment to be delivered and rented to the Company's customer. In this instance, the Company will act as the agent resulting in the rental revenue generated from the customer and the rental payments owed to the equipment owner being presented on a net basis in equipment rental and related services revenue. The Company no longer enters into new lease arrangements with terms that provide the owner of the equipment with rights to control the equipment during the lease term. The Company is in the business of selling new and used equipment, parts and supplies, building materials and hardware supplies, and offers a full suite of services and proprietary digital tools that customers use to manage their equipment and jobsites more efficiently. Under Topic 606, the Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such products or services. The contracts generally do not include variable consideration or multiple performance obligations. Customers are billed after delivery has occurred, and payment terms vary depending on customer profile and location, type of service and product line. Given the Company’s contracts are typically less than a year in duration, there are no significant financing components. The profit on new and used equipment sales is included within operating activities on the consolidated statements of cash flows because this portion of the sales proceeds represent the retail process associated with such sales to customers and OWN Program participants.
Insurance	Insurance: The Company is self-insured through a wholly owned Missouri captive insurance subsidiary for workers’ compensation, automobile, property, and general liability claims below certain deductibles and stop loss limits. The Company estimates the required liability utilizing actuarial methods based upon various assumptions, which include, but are not limited to, the Company’s historical loss experience, projected loss development factors, actual payroll, and other data. The required liability is also subject to adjustment in the future based upon the changes in claims experience, including changes in the number of incidents (frequency) and changes in the ultimate cost per incident.
Sales Tax	Sales Tax: The Company collects significant amounts of sales taxes concurrent with its revenue-producing transactions with customers and remits those taxes to the various governmental agencies as prescribed by the taxing jurisdictions in which it operates. Such taxes are presented on a net basis in the consolidated statements of net income.
Manufacturer reimbursements	Manufacturer reimbursements: The Company receives reimbursements from equipment manufacturers for certain costs incurred to sell, or rent, the OEMs equipment to a customer. When there is an arrangement in place with the manufacturer that specifies and identifies costs incurred to sell or market the OEM equipment, the reimbursement is recorded as a contra expense within cost of revenues or selling, general and administrative expenses in the consolidated statements of net income. Consideration received from a manufacturer in excess of the specific, identifiable costs to sell or lease the OEM equipment, as well as reimbursements received where there is no arrangement in place with the manufacturer, are recorded as a reduction to the cost of the equipment asset or ROU lease asset. Reimbursements due are included in accounts receivable and reimbursements received in advance of the marketing effort are included in accrued liabilities on the consolidated balance sheets.
Income taxes	Income taxes: The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determined deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income or expense in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it will not be able to realize the deferred tax assets in the future, an adjustment to the deferred tax asset valuation allowance will be recorded. The Company records uncertain tax positions in accordance with FASB ASC Topic 740, Income Taxes (“Topic 740”) on the basis of a two-step process in which (1) the Company determines whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely- than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Any interest or penalties incurred related to income tax filings are reported within interest expense, net, in the consolidated statements of net income.
Fair Value Measurements	Fair Value Measurements: Fair value measurements are categorized in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety: •Level 1 – Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities. •Level 2 – Observable inputs, other than quoted market prices, in active markets for identical assets or liabilities. (a)Quoted prices for similar assets or liabilities in inactive markets; (b)Quoted prices for identical or similar assets or liabilities in inactive markets; (c)Inputs other than quoted prices that are observable for the asset or liability; (d)Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. •Level 3 – Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure.
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements Improvements to Income Tax Disclosure: In December 2023, the FASB issued ASU 2023-09, which requires entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The Company adopted this guidance on January 1, 2025, and was applied on a prospective basis to all periods presented. The adoption of this guidance resulted in expanded disclosures and are included in Note 19 - Income Taxes. Accounting for Convertible Instruments: In August 2020, the FASB issued ASU 2020-06, which simplifies the accounting for convertible instruments primarily by eliminating the cash conversion and beneficial conversion models in previous guidance. The Company adopted this guidance on January 1, 2024, using the modified retrospective approach. The adoption of ASU 2020-06 resulted in the elimination of the beneficial conversion feature of $2 million related to the Company’s Series A-2 convertible preferred stock, increasing convertible preferred stock by $2 million with a corresponding decrease to additional paid-in capital. Accounting Pronouncements Not Yet Adopted: Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU 2024-03, which is intended to improve the disclosures about a public entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2024-03 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. Measurement of Credit Losses for Accounts Receivable and Contract Assets: In July 2025, the FASB issued 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 apply a practical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively. The Company is currently assessing the impact this guidance will have on our financial statements. Improvements to the Accounting for Internal-Use Software: In September 2025, the FASB issued ASU 2025-06, which amends the guidance in ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2025-06 on its consolidated financial statements and related disclosures. Interim Reporting - Narrow Scope Improvements: In December 2025, the FASB issued ASU 2025-11, which clarifies interim disclosure requirements and the applicability of ASC 270, Interim Reporting. The objective of the amendment is to provide further clarity about the current interim disclosure requirements. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2025-11 on its consolidated financial statements and related disclosures. Codification Improvements: In December 2025, the FASB issued ASU 2025-12, which updates U.S. GAAP for a broad range of topics arising from technical corrections, unintended application of the codification, clarifications, and other minor improvements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact, if any, on the consolidated financial statements.

ACQUISITIONS - Countless Supply and B&B Warehouse (Details) - Countless Supply and B&B Warehouse $ in Millions	Apr. 30, 2025 USD ($)
Business Combination [Line Items]
Cash payments to acquire business	$ 8
Total identifiable assets acquired	3
Goodwill	$ 5
Goodwill, expected amount deductible for income tax purposes, period for deduction	15 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

CAPITALIZED SOFTWARE, NET (Tables)

12 Months Ended

Dec. 31, 2025

Research and Development [Abstract]

Schedule of capitalized computer software

Capitalized software, net, consists of the following (In millions):


	December 31, 2025	December 31, 2024
Capitalized software ..............................................................................................	$153	$113
Less: accumulated amortization ............................................................................	(43)	(21)
Total capitalized software, net ..........................................................................	$110	$92

INCOME TAXES

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

INCOME TAXES

For financial reporting purposes, income before income taxes includes the following components (In millions):


	Years Ended December 31,
	2025	2024	2023
United States ..................................................................................	$53	$5	$21
Foreign ...........................................................................................	1	1	–
Income before income taxes ...........................................................	$54	$6	$21

The components of the provision for income taxes are as follows (In millions):


	Years Ended December 31,
	2025	2024	2023
Current:
Federal .......................................................................................	$(1)	$1	$–
State ...........................................................................................	4	2	–
Total current ..........................................................................	3	3	–
Deferred:
Federal .......................................................................................	13	(1)	3
State ...........................................................................................	(2)	1	1
Total deferred ........................................................................	11	–	4
Total (current and deferred):
Federal .......................................................................................	12	–	3
State ...........................................................................................	2	3	1
Total ......................................................................................	$14	$3	$4

A reconciliation of the amount computed by applying the federal statutory income tax rate of 21% to pre-tax

income as compared to the total income tax provision recorded are as follows (In millions):


	Years Ended December 31,
	2025		2024		2023
Income taxes at federal statutory rate ..................................	$11	21%	$1	21%	$5	21%
State income taxes, net of federal benefit(1) .........................	–	–	2	34	1	5
Unrecognized tax benefits ...................................................	1	1	–	–	(4)	(14)
Research and development credit ........................................	(1)	(2)	(2)	(38)	1	3
Nontaxable or nondeductible items:
Meals and entertainment....................................................	2	4	1	23	1	5
Stock based compensation expense ...................................	1	1	1	11	–	–
Total income tax provision ..................................................	$14	25%	$3	51%	$4	20%

________________

(1)The states that, in aggregate, accounting for over 50 percent of the effect of the state and location income taxes shown above were: (1) for

2025, California, Colorado, Missouri, New Jersey, Oklahoma and Texas.

The components of the deferred income tax assets (liabilities) are as follows (In millions):


	December 31, 2025	December 31, 2024
Deferred tax assets
Allowance for doubtful accounts ..........................................................................	$16	$10
Tax credit carryforwards .......................................................................................	6	1
Net operating loss carryforwards ..........................................................................	357	109
Non-deductible claims ..........................................................................................	8	–
Interest disallowance .............................................................................................	122	108
Lease liability ........................................................................................................	174	148
Deferred finance liability ......................................................................................	16	21
Other deferred tax assets .......................................................................................	15	18
Total deferred tax assets ...................................................................................	714	415
Deferred tax liabilities
Rental equipment, property and other fixed assets ...............................................	(545)	(282)
Intangible assets ....................................................................................................	(34)	(13)
Right of use asset ..................................................................................................	(162)	(137)
Other deferred tax liabilities .................................................................................	(16)	(14)
Total deferred tax liabilities .............................................................................	(757)	(446)
Deferred tax liabilities, net ...............................................................................	$(43)	$(31)

As of December 31, 2025, a deferred tax asset of $327 million was recorded for unutilized federal net operating

loss carryforwards ("NOL carryforwards"). The total federal NOL carryforwards are $1,555 million, of which

$1,538 million have an indefinite carryforward period, while the remainder expire in 2037. State NOL carryforwards

have generated a deferred tax asset of $31 million. While some state NOLs will not expire, others will expire

between 2028 and 2043.

In determining the valuation allowance, an assessment of positive and negative evidence was performed

regarding realization of the net deferred tax assets in accordance with Topic 740. This assessment included the

evaluation of scheduled reversals of deferred tax liabilities, the availability of carryforwards and estimates of

projected future taxable income. At December 31, 2025, no valuation allowance was recorded against deferred tax

assets. The Company concluded that the deferred tax assets of $714 million will be realized and as such, no

valuation allowance was recorded.

The Company also has income tax credits for research and development. These credits have a twenty-year

carryforward life and expire in 2044.

The following table summarizes the gross amounts of unrecognized tax benefits without regard to reduction in

tax liabilities or additions to deferred tax assets and liabilities if such unrecognized tax benefits were settled (In

millions):


	December 31, 2025	December 31, 2024
Beginning balance .....................................................................................................	$–	$–
Additions based on tax positions related to current year ......................................	1	–
Additions based on tax positions related to prior years ........................................	–	–
Reductions based on tax positions related to prior years ......................................	–	–
Ending balance ..........................................................................................................	$1	$–

The Company had $1 million and $0.1 million of unrecognized tax benefits at December 31, 2025 and 2024,

respectively, of which $1 million and $0.1 million, respectively, would affect the effective tax rate if recognized.

The Company did not accrue interest or penalties related to current additions of unrecognized tax benefits based on

the nature of the position.

For the year ended December 31, 2025, the Company paid $6 million in income taxes, net of refunds, consisting

of zero to U.S. federal authorities and $6 million to U.S. state authorities. U.S. state incomes taxes for states that

exceeded five percent of total income taxes paid were: Texas ($2 million), Florida ($2 million), Virginia ($0.3

million), Ohio ($0.3 million) and New Jersey ($0.3 million), with the remaining balance paid to other states.

The Company files income tax returns in the U.S. and various state and local jurisdictions where the statutes of

limitations generally range from three to five years. As of December 31, 2025, the Company is no longer subject to

U.S. federal and state examinations by tax authorities for years before fiscal 2021.

On July 4, 2025, the One Big Beautiful Bill Act (“OB3 Act”) was signed into law. Among other changes, the

OB3 Act includes key provisions that make 100% bonus depreciation permanent, allow for the expensing of

domestic research costs, and modify the business interest expense limitation calculation. The OB3 Act had an

immaterial impact to the Company’s effective tax rate for the year ended December 31, 2025.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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+ Details

LONG-TERM DEBT AND LINES OF CREDIT - Schedule of maturities of long-term debt and lines of credit (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Long-Term Debt, Fiscal Year Maturity [Abstract]
2026	$ 4
2027	0
2028	1,035
2029	0
2030	1,196
Thereafter	1,100
Total	$ 3,335	$ 2,626

SEGMENT INFORMATION - Schedule of identified assets by reportable segment (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting Information [Line Items]
Total assets	$ 5,987	$ 4,816
Operating Segments \| Equipment Rental and Service Operations
Segment Reporting Information [Line Items]
Total assets	3,948	3,025
Operating Segments \| Equipment Sales
Segment Reporting Information [Line Items]
Total assets	160	213
All Other
Segment Reporting Information [Line Items]
Total assets	274	167
Shared Resources
Segment Reporting Information [Line Items]
Total assets	$ 1,605	$ 1,411

- Definition

Amount of asset recognized for present right to economic benefit.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Third-Party OWN Program Participants \| Revenue Benchmark \| Product Concentration Risk
Concentration Risk [Line Items]
Concentration percentage	20.00%	21.00%	16.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capitalized software (Details)	Dec. 31, 2025
Telematics software
Finite-Lived Intangible Assets [Line Items]
Capitalized software, useful life	5 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

LEASES

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

LEASES

Leasing Activities – Lessee:

Lease arrangements with OWN Program participants: Under the OWN Program, the Company leases

equipment owned by participants. The Company accounts for these arrangements as a lease under Topic 842

whereby the Company is the lessee.

Lease arrangements with other parties: The Company, as a lessee, also leases properties, vehicles, certain

equipment used in its operations from parties not participating in the OWN Program, and aircraft under various

operating and finance leases.

The leases are noncancellable and expire on various terms through 2040. There are no material payments for

leases that have not yet commenced.

The tables below present financial information associated with the Company’s leases, as a lessee and including

the OWN Program, as of and for the years ended December 31, 2025, 2024, and 2023.

The following table presents the components of the Company’s ROU assets and liabilities related to leases

whereby the Company is the lessee and their classification in the consolidated balance sheets (In millions):


Component of Lease Balances	Balance Sheet Line Item	December 31, 2025	December 31, 2024
Assets:
Operating lease assets ..........................	Right of use assets, operating	$676	$569
Finance lease equipment assets ...........	Rental equipment, net	58	52
Finance lease property assets ..............	Property and other fixed assets, net	130	39
Total leased assets ..........................		$864	$660

Liabilities:
Operating lease liabilities, current .......	Current portion of operating lease liabilities	$69	$59
Finance lease liabilities, current ..........	Current portion of finance lease liabilities	19	17
Operating lease liabilities, long-term ..	Operating lease liabilities, net of current portion	655	555
Finance lease liabilities, long-term ......	Finance lease liabilities, net of current portion	169	71
Total lease liabilities ......................		$912	$702

The following table presents the components of the Company’s lease costs and the classification of such costs in

the consolidated statements of net income (In millions):


	Statements of Net Income	Years Ended December 31,
Component of Lease Cost	Line Item	2025	2024	2023
OWN Program lease payments (principal) .	OWN Program payouts	$714	$420	$209
Equipment and vehicle operating lease expense ....................................................	Direct operating costs	26	85	111
Real estate operating lease expense ............	Selling, general and administrative expenses	91	67	41
Finance lease expense:
Amortization of equipment leased assets ..................................................	Depreciation of rental equipment	11	20	21
Amortization of property leased assets ..	Selling, general and administrative expenses	5	–	–
Interest on lease liabilities .....................	Interest expense, net	9	12	9
Short-term lease cost ...................................	Selling, general and administrative expenses	3	1	2
Total lease expense .....................................		$859	$605	$393

The following table provides the supplemental cash flow information related to leases (In millions):


	Years Ended December 31,
	2025	2024	2023
Operating cash outflows from operating leases ..........................................	$116	$131	$143
Operating cash outflows from finance leases .............................................	7	8	6
Finance cash outflows from finance leases .................................................	17	27	20
Total .......................................................................................................	$140	$166	$169

The following table includes the weighted average lease terms and discount rates for operating and finance

leases (In millions):


	December 31, 2025	December 31, 2024
Weighted average remaining lease term (years):
Operating leases ....................................................................................................	9.83	10.73
Finance leases .......................................................................................................	10.73	7.67
Weighted average discount rate:
Operating leases ....................................................................................................	7.92%	8.49%
Finance leases .......................................................................................................	6.89%	7.38%

The following table includes a summary of right of use assets obtained in exchange for new lease obligations

for the years ended December 31, 2025 and 2024 (In millions):


	Years Ended December 31,
	2025	2024
Operating leases .........................................................................................................	$188	$228
Finance leases ............................................................................................................	135	57
Total ......................................................................................................................	$323	$285

The following table includes the future maturities of lease payments for operating leases and finance leases for

years subsequent to December 31, 2025 (In millions):


	Operating	Finance
2026 ...........................................................................................................................	$119	$31
2027 ...........................................................................................................................	115	24
2028 ...........................................................................................................................	113	28
2029 ...........................................................................................................................	107	24
2030 ...........................................................................................................................	99	24
Thereafter ...................................................................................................................	506	147
Total lease payments .............................................................................................	1,059	278
Less: liability accretion and imputed interest ............................................................	(335)	(90)
Total lease liabilities .............................................................................................	724	188
Less: current lease liabilities ......................................................................................	(69)	(19)
Total long-term lease liabilities ............................................................................	$655	$169

During the year ended December 31, 2024, the Company purchased fleet equipment previously under various

operating leases for $281 million, resulting in the derecognition of $155 million of operating lease right of use assets

and $156 million of operating lease liabilities, and purchased fleet equipment previously under various finance

leases for $118 million, resulting in the derecognition of $111 million of finance lease assets and $114 million of

finance lease liabilities. The Company’s purchases of leased equipment were not material during the years ended

December 31, 2025 and 2023.

Sale Leaseback Arrangements:

During the years ended December 31, 2025, 2024 and 2023, the Company recognized an aggregate gain on

various sales of properties of $1 million, $20 million, and $10 million, respectively, in connection with the sale

leaseback transactions. The gain on these transactions is included in other income on the consolidated statements of

net income. As of December 31, 2025 and 2024, the Company also had financing obligations included on the

consolidated balance sheets of $31 million and $34 million, respectively, in connection with sale leaseback

transactions where the sales price exceeded the fair value of the respective properties. The financing liability related

to sale leaseback transactions is being amortized over the respective lease terms as a reduction to rent expense

recorded within selling, general and administrative expenses on the consolidated statements of net income.

As of December 31, 2025 and 2024, the Company had financing obligations included on the consolidated

balance sheets of $39 million and $56 million, respectively, relating to arrangements that did not meet the criteria to

be accounted for as sale leaseback transactions, and $22 million and $30 million, respectively, relating to build-to-

suit lease arrangements where the underlying property and construction had not been completed and available for its

intended use. The Company will assess these build-to-suit arrangements to determine if they meet the criteria to be

accounted for as a sale leaseback transaction once construction is complete and the property is available for its

intended use. During the years ended December 31, 2025 and 2024, the Company satisfied its obligations under

certain agreements entered into during 2024 and 2023, resulting in the transactions qualifying as successful sale

leasebacks and the derecognition of $5 million and $36 million of financing obligations, respectively. During the

years ended December 31, 2025, 2024 and 2023, the Company made payments under these financing arrangements

of $19 million, $67 million, and $24 million, respectively.

The maturities of financing obligations that did not meet the criteria to be accounted for as sale leaseback

transactions as of December 31, are as follows (In millions):


2026 ......................................................................................................................................................	$7
2027 ......................................................................................................................................................	3
2028 ......................................................................................................................................................	4
2029 ......................................................................................................................................................	13
2030 ......................................................................................................................................................	–
Thereafter ..............................................................................................................................................	12
Total .................................................................................................................................................	$39

LEASES

Leasing Activities – Lessee:

Lease arrangements with OWN Program participants: Under the OWN Program, the Company leases

equipment owned by participants. The Company accounts for these arrangements as a lease under Topic 842

whereby the Company is the lessee.

Lease arrangements with other parties: The Company, as a lessee, also leases properties, vehicles, certain

equipment used in its operations from parties not participating in the OWN Program, and aircraft under various

operating and finance leases.

The leases are noncancellable and expire on various terms through 2040. There are no material payments for

leases that have not yet commenced.

The tables below present financial information associated with the Company’s leases, as a lessee and including

the OWN Program, as of and for the years ended December 31, 2025, 2024, and 2023.

The following table presents the components of the Company’s ROU assets and liabilities related to leases

whereby the Company is the lessee and their classification in the consolidated balance sheets (In millions):


Component of Lease Balances	Balance Sheet Line Item	December 31, 2025	December 31, 2024
Assets:
Operating lease assets ..........................	Right of use assets, operating	$676	$569
Finance lease equipment assets ...........	Rental equipment, net	58	52
Finance lease property assets ..............	Property and other fixed assets, net	130	39
Total leased assets ..........................		$864	$660

Liabilities:
Operating lease liabilities, current .......	Current portion of operating lease liabilities	$69	$59
Finance lease liabilities, current ..........	Current portion of finance lease liabilities	19	17
Operating lease liabilities, long-term ..	Operating lease liabilities, net of current portion	655	555
Finance lease liabilities, long-term ......	Finance lease liabilities, net of current portion	169	71
Total lease liabilities ......................		$912	$702

The following table presents the components of the Company’s lease costs and the classification of such costs in

the consolidated statements of net income (In millions):


	Statements of Net Income	Years Ended December 31,
Component of Lease Cost	Line Item	2025	2024	2023
OWN Program lease payments (principal) .	OWN Program payouts	$714	$420	$209
Equipment and vehicle operating lease expense ....................................................	Direct operating costs	26	85	111
Real estate operating lease expense ............	Selling, general and administrative expenses	91	67	41
Finance lease expense:
Amortization of equipment leased assets ..................................................	Depreciation of rental equipment	11	20	21
Amortization of property leased assets ..	Selling, general and administrative expenses	5	–	–
Interest on lease liabilities .....................	Interest expense, net	9	12	9
Short-term lease cost ...................................	Selling, general and administrative expenses	3	1	2
Total lease expense .....................................		$859	$605	$393

The following table provides the supplemental cash flow information related to leases (In millions):


	Years Ended December 31,
	2025	2024	2023
Operating cash outflows from operating leases ..........................................	$116	$131	$143
Operating cash outflows from finance leases .............................................	7	8	6
Finance cash outflows from finance leases .................................................	17	27	20
Total .......................................................................................................	$140	$166	$169

The following table includes the weighted average lease terms and discount rates for operating and finance

leases (In millions):


	December 31, 2025	December 31, 2024
Weighted average remaining lease term (years):
Operating leases ....................................................................................................	9.83	10.73
Finance leases .......................................................................................................	10.73	7.67
Weighted average discount rate:
Operating leases ....................................................................................................	7.92%	8.49%
Finance leases .......................................................................................................	6.89%	7.38%

The following table includes a summary of right of use assets obtained in exchange for new lease obligations

for the years ended December 31, 2025 and 2024 (In millions):


	Years Ended December 31,
	2025	2024
Operating leases .........................................................................................................	$188	$228
Finance leases ............................................................................................................	135	57
Total ......................................................................................................................	$323	$285

The following table includes the future maturities of lease payments for operating leases and finance leases for

years subsequent to December 31, 2025 (In millions):


	Operating	Finance
2026 ...........................................................................................................................	$119	$31
2027 ...........................................................................................................................	115	24
2028 ...........................................................................................................................	113	28
2029 ...........................................................................................................................	107	24
2030 ...........................................................................................................................	99	24
Thereafter ...................................................................................................................	506	147
Total lease payments .............................................................................................	1,059	278
Less: liability accretion and imputed interest ............................................................	(335)	(90)
Total lease liabilities .............................................................................................	724	188
Less: current lease liabilities ......................................................................................	(69)	(19)
Total long-term lease liabilities ............................................................................	$655	$169