EquipmentShare (Nasdaq: EQPT) boosts 2026 outlook and launches $500M stock repurchase plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
EquipmentShare.com Inc. announced a new share repurchase program authorizing purchases of up to $500 million of Class A common stock through December 31, 2028, executed opportunistically via open-market and other permitted transactions at the company’s discretion.
The company also raised its full-year 2026 outlook, guiding Total Revenue to $5,254–$5,682 million (from $5,147–$5,575 million) and Rental Segment Revenue to $3,472–$3,748 million (from $3,366–$3,642 million). Adjusted Core EBITDA guidance increased to $1,946–$2,058 million (from $1,883–$1,995 million), with higher planned Gross Rental Capex of $2,664–$2,886 million and Net Rental Capex of $980–$1,060 million. Expected OEC is now $10,577–$11,627 million.
The company anticipates 264 mature rental locations by year-end 2026, up from 186 in 2025, and cites expected pro forma liquidity of about $2.6 billion after recent bond proceeds, supporting both growth investments and the repurchase authorization.
Positive
- Raised 2026 outlook: Total revenue guidance increased to $5,254–$5,682 million and Adjusted Core EBITDA to $1,946–$2,058 million, with Rental Segment revenue midpoint growth lifted to 33% from 29%.
- $500 million share repurchase authorization: Multi-year Class A common stock buyback through December 31, 2028, backed by expected pro forma liquidity of about $2.6 billion.
Negative
- None.
Insights
Guidance is raised and a sizable buyback is authorized, signaling confidence backed by strong liquidity.
EquipmentShare is combining an upgraded outlook with capital returns. Full-year $5,254–$5,682 million revenue guidance and $1,946–$2,058 million Adjusted Core EBITDA point to larger scale and profitability than previously expected. Rental segment revenue growth midpoint is now 33%, up from 29%, indicating stronger demand in its core business.
The new $500 million share repurchase authorization through December 31, 2028 suggests management and the Board view the equity as an attractive use of capital, while still planning $2,664–$2,886 million of gross rental capex to expand the fleet. Expected pro forma liquidity of about $2.6 billion provides room to fund growth, buybacks, and the OWN Program, though execution depends on economic conditions and the construction cycle.
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Share repurchase authorization: $500 million
2026 Total Revenue guidance: $5,254–$5,682 million
2026 Rental Segment Revenue guidance: $3,472–$3,748 million
+5 more
8 metrics
Share repurchase authorization
$500 million
Class A common stock repurchase program through December 31, 2028
2026 Total Revenue guidance
$5,254–$5,682 million
Updated full-year 2026 outlook; prior guidance $5,147–$5,575 million
2026 Rental Segment Revenue guidance
$3,472–$3,748 million
Updated full-year 2026 Rental Segment outlook; prior $3,366–$3,642 million
2026 Adjusted Core EBITDA guidance
$1,946–$2,058 million
Raised full-year 2026 Adjusted Core EBITDA guidance from $1,883–$1,995 million
Expected pro forma liquidity
$2.6 billion
Estimated liquidity at end of Q2 2026 including $1.3 billion net bond proceeds
2026 Gross Rental Capex
$2,664–$2,886 million
Planned 2026 gross rental capital expenditures in updated outlook
OEC 2026 guidance
$10,577–$11,627 million
Original Equipment Cost under management in updated 2026 outlook
Mature rental locations 2026
264 locations
Anticipated number of mature rental sites by end of 2026, up from 186 in 2025
Key Terms
share repurchase program, Rule 10b-18, Rule 10b5-1 plans, Adjusted Core EBITDA, +2 more
6 terms
Rule 10b-18 regulatory
"open market repurchases will be structured to occur in accordance with ... Rule 10b-18 under the Securities Exchange Act"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Rule 10b5-1 plans regulatory
"may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases"
A Rule 10b5-1 plan is a prearranged schedule that lets company insiders buy or sell stock at set times or prices, set up when they do not possess confidential information. It acts like an automatic thermostat for trades, reducing the risk that otherwise-timed transactions could be accused of insider trading. Investors care because such plans increase transparency about insider activity and signal when insider trades are routine rather than reactive to private news.
Adjusted Core EBITDA financial
"Adjusted Core EBITDA is a non-GAAP measure. See “Non-GAAP Financial Measures”"
Earnings a company generates from its regular business activities before paying interest, taxes and accounting charges for asset wear-and-tear, with additional adjustments that strip out one-time, unusual or non-recurring items to show the underlying profit of core operations. Investors use it like a steady-mileage estimate for a car — it highlights recurring performance and makes it easier to compare profitability across periods or companies by removing noise that can distort short-term results.
Original Equipment Cost financial
"OEC (2) refers to Original Equipment Cost"
Original equipment cost is the initial price paid to produce or buy a piece of machinery, device, or component as supplied by the original manufacturer, before any aftermarket changes, upgrades, or refurbishment. For investors it matters because that upfront cost affects a company’s production margins, capital spending, depreciation schedules and the estimated expense of replacing or maintaining assets—much like knowing the purchase price of a new car helps predict future insurance, repair and resale value.
OWN Program payouts financial
"OWN Program Payouts | $929 | $985 | $906 | $962"
Earnings Snapshot
Total Revenue guidance: $5,254–$5,682 million · Guidance included
Year ending December 31, 2026
Total Revenue guidance
$5,254–$5,682 million
Raised from prior $5,147–$5,575 million range
Rental Segment Revenue guidance
$3,472–$3,748 million
Raised from prior $3,366–$3,642 million range
Adjusted Core EBITDA guidance
$1,946–$2,058 million
Raised from prior $1,883–$1,995 million range
Gross Rental Capex guidance
$2,664–$2,886 million
Increased from prior $2,281–$2,503 million range
Net Rental Capex guidance
$980–$1,060 million
Increased from prior $839–$919 million range
Guidance
Company provided raised full-year 2026 guidance for revenue, Rental Segment revenue, Adjusted Core EBITDA, and rental capex alongside a new $500 million share repurchase authorization.
FAQ
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2026
___________________________________
Commission File Number 001-43062
(Exact Name of Registrant as Specified in Its Charter)
___________________________________
Texas | 47-2405753 | |||||||
(State of Incorporation) | (I.R.S. Employer Identification No.) | |||||||
5710 Bull Run Dr Columbia, Missouri, 65201 (573) 299-5222 | ||||||||
(Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices) | ||||||||
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Class A Common Stock, $0.00000125 par value | EQPT | The Nasdaq Global Select Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o | ||||
Item 2.02 Results of Operations and Financial Condition.
On July 9, 2026, EquipmentShare.com Inc (the “Company”) issued a press release discussing a new repurchase program, which such release provided an update on the Company’s financial performance of the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein. The Company will provide its actual results for the quarter ended June 30, 2026 at the time of its second quarter earnings call.
The information included in this Form 8-K and the exhibits attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any other filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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 | ||||||||||||||||||||
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% | |||||||||||||||||||
________________
(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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | Press Release Dated July 9, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EquipmentShare.com Inc | ||||||||||||||
| Date: | July 9, 2026 | By: | /s/ David Marquardt | |||||||||||
| Name: | David Marquardt | |||||||||||||
| Title: | Chief Financial Officer and Chief Accounting Officer | |||||||||||||
