Q3 FY2026
Filed Nov 9, 2026EquipmentShare Q3 2026: total revenue up 55% to $1,468 million, net income $20 million, Rental Segment Adjusted EBITDA up 52% to $491 million
Total revenue rose 55% year over year, Rental Segment revenue grew 49% on 32% OEC growth, GAAP net income was $20 million versus $6 million, and the company printed a higher Rental Segment Adjusted EBITDA margin both year over year and sequentially. Offsetting items are negative operating cash flow for the nine months, rising interest expense, a 3% decline in twelve-month Equipment Sales revenue, and a lower Equipment Sales segment margin.
Key metrics
shortened, hover for the filing’s print| Metric | Value | q/q | y/y |
|---|---|---|---|
| Total revenues (three months ended Sept 30, 2026)GAAP | $1.47B | – | 55% |
| Equipment rental and related services revenue (three months)GAAP | $985M | – | – |
| Equipment sales revenue (three months)GAAP | $294M | – | – |
| Equipment parts and supplies and services revenue (three months)GAAP | $122M | – | – |
| Platform: telematics revenue (three months)GAAP | $36M | – | – |
| Platform: other revenue (three months)GAAP | $31M | – | – |
| Total cost of revenues (three months)GAAP | $1.01B | – | – |
| Direct operating costs (three months)GAAP | $358M | – | – |
| OWN Program payouts (three months, cost of revenues)GAAP | $254M | – | 37% |
| Equipment sales cost of revenues (three months)GAAP | $243M | – | – |
| Platform expense (three months)GAAP | $43M | – | – |
| Depreciation and amortization in cost of revenues (three months)GAAP | $108M | – | – |
| Gross profit (three months)GAAP | $462M | – | – |
| Selling, general and administrative expenses (three months)GAAP | $345M | – | – |
| Operating income (three months)GAAP | $117M | – | – |
| Interest expense (three months)GAAP | −$88M | – | – |
| Other income, net (three months)GAAP | $7M | – | – |
| Total other expense, net (three months)GAAP | −$81M | – | – |
| Income before income taxes (three months)GAAP | $36M | – | – |
| Provision for income taxes (three months)GAAP | $16M | – | – |
| Net income (three months ended Sept 30, 2026)GAAP | $20M | – | 233% |
| Net income attributable to common shareholders (three months)GAAP | $9M | – | – |
| Diluted earnings per common share, Class A and Common Stock (three months)GAAP | $0.03 | – | – |
| Basic earnings per common share (three months)GAAP | $0.03 | – | – |
| Adjusted Net Income (three months)non-GAAP | $46M | – | 667% |
| Adjusted EPS, Class A and Common Stock (three months)non-GAAP | $0.16 | – | – |
| Rental Segment revenue (three months)GAAP | $1.11B | – | 49% |
| Rental Segment Adjusted EBITDA (three months)non-GAAP | $491M | – | 52% |
| Rental Segment Adjusted EBITDA margin (three months)non-GAAP | 44.1% | – | 68 bps |
| Equipment Sales Segment Adjusted EBITDA (three months)non-GAAP | $44M | – | 46.7% |
| Equipment Sales Segment Adjusted EBITDA margin (three months)non-GAAP | 15.0% | – | (300) bps |
| EBITDA (three months)non-GAAP | $276M | – | – |
| Core EBITDA (three months)non-GAAP | $535M | – | – |
| Adjusted Core EBITDA (three months)non-GAAP | $594M | – | 40% |
| New market start-up costs (three months)other | $59M | – | (16)% |
| Original Equipment Cost under management (Sept 30, 2026)other | $10.66B | – | 32% |
| Operational locations (Sept 30, 2026)other | 448 | – | 20% |
| Full-service rental locations (Sept 30, 2026)other | 408 | – | – |
| Net rental equipment capex (three months)other | $590M | – | – |
| Net leverage ratio (Sept 30, 2026)non-GAAP | 3.4x | – | – |
| Total revenues (nine months ended Sept 30, 2026)GAAP | $3.90B | – | – |
| Equipment rental and related services revenue (nine months)GAAP | $2.48B | – | – |
| Equipment sales revenue (nine months)GAAP | $955M | – | – |
| Gross profit (nine months)GAAP | $1.16B | – | – |
| Interest expense (nine months)GAAP | −$231M | – | – |
| Operating income (nine months)GAAP | $212M | – | – |
| Net income (loss) (nine months)GAAP | $10M | – | – |
| Net income (loss) attributable to common shareholders (nine months)GAAP | −$16M | – | – |
| Diluted earnings (loss) per common share, Class A and Common Stock (nine months)GAAP | $(0.07) | – | – |
| Total revenue (twelve months ended Sept 30, 2026)other | $5.48B | – | 26% |
| Rental Segment revenue (twelve months)other | $3.56B | – | 41% |
| Equipment Sales revenue (twelve months)other | $1.71B | – | (3)% |
| Rental Segment Adjusted EBITDA (twelve months)non-GAAP | $1.53B | – | 48% |
| Adjusted Net Income (twelve months)non-GAAP | $143M | – | 472% |
| Net income (twelve months)GAAP | $75M | – | 200% |
| Adjusted Core EBITDA (twelve months)non-GAAP | $2.08B | – | 37% |
| OWN Program payouts (twelve months)other | $906M | – | 41% |
Segments
| Segment | Revenue | q/q | y/y |
|---|---|---|---|
| Equipment Rental and Services OperationsCompany states the increase was due to significant customer demand and strong fleet absorption, with the continued expansion of the operational location footprint, a larger managed fleet, and pricing and equipment mix. | $1,113 million (three months ended Sept 30, 2026) | – | 49% |
| Equipment SalesCompany states the increase was due to a $139 million increase in disciplined, selective placements into the OWN Program, partially offset by a decrease of $12 million in the sale of new and used equipment to contractors and other end users. | $294 million (three months ended Sept 30, 2026) | – | 76% |
| All OtherNo driver for this segment is given in the filing. | $61 million (three months ended Sept 30, 2026) | – | 91% |
FY2026 (year ending Dec 31, 2026), current guidance outlook
- Revenue$5,808 million to $6,045 million (Total Revenue)
- NoteOEC: $11,391 million to $11,613 million
- NoteFull-service rental locations: 427 to 435
- NoteRental Segment revenue: $3,823 million to $3,979 million
- NoteOWN Program payouts: $938 million to $976 million
- NoteAdjusted Core EBITDA: $2,136 million to $2,224 million (footnote: includes $278 million to $290 million of Sales Segment EBITDA)
- NoteGross rental capex: $2,664 million to $2,886 million
- NoteNet rental capex: $980 million to $1,060 million
- NoteOWN Program % of OEC: 55% to 60%
Capital returns
- No share repurchases or common stock dividends are printed in the filing.
- Dividends paid on perpetual preferred stock: $(37) million for the nine months ended Sept 30, 2026, and $(37) million for the nine months ended Sept 30, 2025.
- Proceeds from the IPO of Class A common stock, net of underwriting discount and commissions: $706 million for the nine months ended Sept 30, 2026.
- Deemed dividends on perpetual preferred stock: $(11) million for the three months ended Sept 30, 2026 and $(11) million for the three months ended Sept 30, 2025.
What drove it
- Company states Rental Segment revenue growth reflected significant customer demand and strong fleet absorption, along with the expansion of the location footprint, a larger managed fleet, and pricing and equipment mix.
- Company states Equipment Sales growth reflected a $139 million increase in placements into the OWN Program, partly offset by a $12 million decrease in sales of new and used equipment to contractors and other end users.
- Company states net income rose by $14 million to $20 million due to $53 million of higher operating income, partly offset by $32 million of higher total other expense, net and $7 million of higher income tax provision.
- Company states Adjusted Core EBITDA rose $170 million to $594 million due to the continued expansion of the full-service rental footprint and the maturation of existing rental sites.
- Company states mature rental locations generated 54% Adjusted EBITDA margins on a TTM basis, and expects over 260 mature sites by year-end (the footnote prints 262 sites by end of 2026, up from 186 at year-end 2025).
- Company states Adjusted Net Income excludes IPO Founders Awards stock-based compensation of $26 million for the quarter and $68 million for the twelve months.
Concerns
- Net cash used in operating activities was $(179) million for the nine months ended Sept 30, 2026, versus $(14) million a year earlier. The filing prints an accounts receivable outflow of $(437) million for the same period.
- Accounts receivable, net rose to $1,154 million from $748 million at Dec 31, 2025.
- Interest expense rose to $(88) million from $(75) million in the quarter and to $(231) million from $(207) million for the nine months.
- Equipment Sales segment revenue fell 3% on a twelve-month basis to $1,706 million, and the segment Adjusted EBITDA margin was 15.0% in the quarter versus 18.0% a year earlier.
- Long-term debt, net, rose to $4,227 million from $3,268 million at Dec 31, 2025. Gross purchases of rental equipment were $822 million in the quarter.
- GAAP net income for the nine months was $10 million, and net income attributable to common shareholders was $(16) million after $(26) million of deemed dividends.
- Adjusted Net Income and Adjusted EPS exclude $26 million of IPO Founders Awards stock compensation in the quarter. GAAP diluted EPS was $0.03 and Adjusted EPS was $0.16.
What to watch
- Whether operating cash flow turns positive, given the nine-month outflow of $(179) million and the receivables build to $1,154 million.
- Whether the Rental Segment Adjusted EBITDA margin of 44.1% holds as the company adds mature sites, toward the 262 mature sites it expects by year-end 2026.
- Full-year 2026 guidance: total revenue of $5,808 million to $6,045 million and Adjusted Core EBITDA of $2,136 million to $2,224 million, against the nine-month and quarterly run rates printed in the release.
- Equipment Sales trajectory, including the OWN Program placements that drove the quarter and the twelve-month decline to $1,706 million.
- Interest expense and the level of long-term debt ($4,227 million) as gross rental capex is guided to $2,664 million to $2,886 million.
- Whether the 2026 OEC guidance of $11,391 million to $11,613 million is reached from the $10,663 million printed at Sept 30, 2026.
Balance sheet and cash flow
- Cash and cash equivalents: $359 million at Sept 30, 2026, compared with $306 million at Dec 31, 2025.
- Total available liquidity at Sept 30, 2026: $2,298 million, including undrawn availability on the asset-based revolving credit facility of $1,939 million and cash of $359 million.
- Long-term debt, net of current portion, original issue discounts and debt issuance costs: $4,227 million at Sept 30, 2026, compared with $3,268 million at Dec 31, 2025.
- Net debt as printed in the Net Debt and Leverage Calculation: $3,932 million (Sept 30, 2026 column) and $3,300 million (the 2025 column printed alongside it).
- Net leverage ratio: 3.4x at Sept 30, 2026, which the filing says decreased from 3.7x at Sept 30, 2025.
- Total assets: $7,848 million at Sept 30, 2026, compared with $5,987 million at Dec 31, 2025. Total liabilities: $6,217 million versus $5,099 million. Total equity: $1,250 million versus $528 million.
- Accounts receivable, net: $1,154 million at Sept 30, 2026, compared with $748 million at Dec 31, 2025.
- Net cash used in operating activities: $(179) million for the nine months ended Sept 30, 2026, compared with $(14) million for the nine months ended Sept 30, 2025.
- Net cash used in investing activities: $(1,357) million, compared with $(978) million. Purchases of rental equipment: $(1,839) million, compared with $(1,297) million. Proceeds from sale of rental equipment: $715 million, compared with $604 million.
- Net cash provided by financing activities: $1,589 million, compared with $987 million. Proceeds from long-term debt: $3,767 million; payments on long-term debt: $(2,810) million.
- Net rental equipment capex: $590 million for the three months and $1,052 million for the TTM period. Gross purchases of rental equipment: $822 million for the three months and $2,322 million for the TTM period.
- OEC under management of $10,663 million comprises $4,816 million of EquipmentShare owned fleet, $5,765 million of OWN Program fleet and $82 million of equipment on operating leases. Appraised value of the OWN Program fleet: $4,213 million at Sept 30, 2026.
Analysis
EquipmentShare reported third-quarter 2026 total revenue of $1,468 million, up 55% from $945 million. Rental Segment revenue rose 49% to $1,113 million, which the company ties to customer demand, fleet absorption and a larger managed fleet. Equipment Sales rose 76% to $294 million, driven by a $139 million increase in OWN Program placements, partly offset by a $12 million decrease in sales to contractors and other end users. Within the rental business, the release reports that Rental Segment Adjusted EBITDA rose 52% to $491 million and that the margin reached 44.1%, up 68 basis points year over year. Operating income rose to $117 million from $64 million, and GAAP net income was $20 million compared with $6 million.
The quality of the quarter's earnings is mixed. GAAP net income of $20 million is well below Adjusted Net Income of $46 million, because the company excludes $26 million of IPO Founders Awards stock compensation. Interest expense rose to $(88) million from $(75) million, and total other expense, net widened to $(81) million from $(49) million. Diluted EPS was $0.03 on a GAAP basis and Adjusted EPS was $0.16. On a nine-month basis the company still reports a GAAP net loss attributable to common shareholders of $(16) million, after deemed dividends on perpetual preferred stock of $(26) million.
Cash generation lags the earnings. Net cash used in operating activities was $(179) million for the nine months, against $(14) million a year earlier, with accounts receivable rising to $1,154 million from $748 million at December 31, 2025. The company funded growth through $3,767 million of new long-term debt proceeds, $706 million of IPO proceeds, and $1,839 million of rental equipment purchases. Long-term debt, net, reached $4,227 million. The release states that net leverage fell to 3.4x from 3.7x, and that total available liquidity was $2,298 million.
The Equipment Sales segment is the weaker line. Twelve-month Equipment Sales revenue fell 3% to $1,706 million and the quarterly segment Adjusted EBITDA margin fell to 15.0% from 18.0%. The company describes the OWN Program as a capital-light model and its Sales Segment EBITDA as part of the Adjusted Core EBITDA guidance footnote, which prints $278 million to $290 million.
The filing contains no prior-quarter (second quarter 2026) figures and no prior outlook, so guidance cannot be compared with actuals. The current FY2026 guidance includes total revenue of $5,808 million to $6,045 million and Adjusted Core EBITDA of $2,136 million to $2,224 million. The CEO states the company is confident in the outlook and sees an opportunity to outperform it. The filing does not state that guidance was raised, lowered, held or narrowed.
Management, verbatim
We delivered another exceptional quarter, with 32% growth in OEC producing 49% growth in Rental Segment revenue and 52% growth in Rental Segment Adjusted EBITDA, while margins expanded both year over year and sequentially
Jabbok Schlacks, Founder and Chief Executive Officer
Given our visibility into customer demand, we are confident in our full-year 2026 outlook and see an opportunity to outperform it.
Jabbok Schlacks, Founder and Chief Executive Officer
Construction teams have no patience for technology that adds steps, so we build T3 to be intuitive, reliable and useful in the flow of work
Willy Schlacks, Founder and President
Not in the filing
stated, not guessed- Prior-quarter (Q2 2026) comparative figures for all metrics; the release prints only year-over-year and nine-month or twelve-month comparisons.
- Prior outlook or prior guidance ranges, so no comparison of guidance against actuals is possible.
- Gross margin percentage as a printed figure for the quarter, nine months or twelve months.
- Free cash flow as a printed figure (operating cash flow less capex is not printed).
- Year-over-year percentage change for equipment rental and related services revenue, equipment sales revenue (income statement), interest expense, operating income, gross profit, SG&A and most other income statement lines.
- Prior-year figures for net rental capex and gross rental capex for the quarter.
- Share repurchase and common dividend data (none printed).
- Adjusted EPS for the prior nine months and twelve months, and GAAP EPS for the twelve months.
- Consensus estimates, analyst expectations and any share price reaction (not in the documents).
- Gross margin and operating expense guidance, and tax rate guidance (not given in the outlook table).
Written by an AI language model from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure is checked against the filing text, and a metric the filing does not print, or whose value, prior period and change do not add up, is dropped from the metrics. The model can still misread a table, in the metrics or in the text, so check a number in the filing before you rely on it. Consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.