Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
Share Repurchase Program
On July 9, 2026, the Board of Directors (the “Board”) of the Company approved a share repurchase program with authorization to purchase up to an aggregate of $500 million of the Company’s Class A common stock with an expiration date of December 31, 2028.
Repurchases under the program may be made from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades and through other legally permissible means, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of the Board.
2026 Outlook
Also on July 9, 2026, the Company announced it has raised its full-year 2026 financial expectations as follows:
Updated Full-Year 2026 Outlook
Supported by strong momentum heading into the second half of the fiscal year, EquipmentShare has raised its full-year 2026 financial expectations as follows:
Year Ending Year Ending
December 31, 2026 December 31, 2026
($ in millions, except for full-service rental locations) (Current Guidance) (Prior Guidance)
Low High Low High
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OEC(1) $10,577 $11,627 $10,150 $11,200
Full-Service Rental Locations(2) 427 435 427 435
Total Revenue $5,254 $5,682 $5,147 $5,575
Rental Segment(3) Revenue $3,472 $3,748 $3,366 $3,642
OWN Program Payouts $929 $985 $906 $962
Adjusted Core EBITDA(4) $1,946 $2,058 $1,883 $1,995
Gross Rental Capex $2,664 $2,886 $2,281 $2,503
Net Rental Capex $980 $1,060 $839 $919
OWN Program % of OEC 55% 60% 55% 60%
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(1) Refers to Original Equipment Cost.
(2) The Company anticipates the total number of mature rental site locations within our Rental Segment to be 264 sites by the end of 2026, up from 186
for the year ended December 31, 2025.
(3) Refers to the Equipment Rental and Services Operations segment.
(4) Adjusted Core EBITDA is a non-GAAP measure. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures.
Includes $224 - $240 million of Sales Segment EBITDA.
Forward-Looking Statements
This Current Report on Form 8-K includes certain “forward-looking statements” for purposes of United States federal and state securities laws. Forward-looking statements are statements other than statements of historical fact and can be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative of these terms and similar expressions intended to identify forward-looking statements. These forward-looking statements. which include statements regarding EquipmentShare's share repurchase program and guidance for the fiscal year, are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond EquipmentShare's control, including but not limited to, risks and uncertainties related to economic, market or business conditions, the construction equipment rental industry, our operational locations and the size of our managed fleet, the ability to execute on our expansion strategy, and other risks and uncertainties. For a further list and description of such risks and uncertainties, please refer to EquipmentShare's filings with the Securities and Exchange Commission available at www.sec.gov. All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K and are expressly qualified in their entirety by this cautionary statement. Except as otherwise required by applicable law, EquipmentShare disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report on Form 8-K.
