Financial Analysis

Acquisitions The Company undertakes bolt-on acquisitions to complement its organic growth strategy. 2026 Acquisitions During the year ended April 30, 2026, the Company completed thirteen acquisitions, consisting of seven North America - General Tool acquisitions and six North America - Specialty acquisitions, each of which was individually immaterial. The aggregate consideration for the acquisitions was $224 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. The purchase price was preliminarily allocated based on information available at the acquisition date and is subject to change as we complete our analysis of the fair values at the date of acquisition during the measurement period, not to exceed one year as permitted under Topic 805. No material measurement-period adjustments were recorded upon finalization of the purchase price allocations, during the fiscal year ended April 30, 2026. (In millions) Total Accounts receivables (1) $ 18 Inventory 2 Rental equipment 89 Property and equipment 13 Operating lease right-of-use assets 43 Intangible assets 33 Total identifiable assets acquired 198 Accounts payable, accrued expenses and other liabilities (9) Deferred taxes (14) Operating lease liabilities (43) Long-term debt (30) Total liabilities assumed (96) Net identifiable assets acquired 102 Goodwill 122 Net assets acquired $ 224 (1) Accounts receivable had an estimated fair value of $18 million and a gross contrac …

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Commitments and Contingencies The Company is subject to a number of claims and proceedings that generally arise in the ordinary conduct of the business. These matters include, but are not limited to, general liability claims (including personal injury, product liability, and property and automobile claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations and contract and real estate matters. The Company believes that any liabilities ultimately resulting from these ordinary course claims and proceedings will not, individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations or cash flows. We have certain deductible limits under our workers compensation and liability insurance policies for which reserves are established based on the discounted estimated costs of known and anticipated claims. We have entered into standby letter of credit agreements relating to workers compensation, auto, and general liability self-insurance. As of April 30, 2026, we had contingent liabilities under these outstanding letters of credit of approximately $105 million, including an amount of $5 million issued under the Company's ABL Facility as disclosed in Note 14. Capital commitments As of April 30, 2026, capital commitments in respect of purchase of rental and other equipment totaled $1.2 billion, all of which has been ordered. There were no other material capital …

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Debt Debt, net of unamortized original issue premiums and unamortized debt issuance costs, consists of the following: April 30, (In millions) 2026 2025 First priority senior secured bank debt $ 1,421 $ 1,346 1.500% senior notes, due August 2026 550 549 4.375% senior notes, due August 2027 598 598 4.000% senior notes, due May 2028 598 597 4.250% senior notes, due November 2029 597 596 2.450% senior notes, due August 2031 746 745 5.500% senior notes, due August 2032 741 740 5.550% senior notes, due May 2033 745 744 5.950% senior notes, due October 2033 745 744 5.800% senior notes, due April 2034 842 841 Total debt $ 7,583 $ 7,500 Less: short-term portion (1) (550) Total long-term debt $ 7,033 $ 7,500 (1) Short-term portion includes outstanding amounts under 1.500% senior notes, due August 2026. First priority senior secured credit facility As of April 30, 2026, $4,750 million was committed by the senior lenders under the asset-based senior secured revolving credit facility (ABL Facility) until November 2029. The amount utilized was $1,426 million (including letters of credit totaling $5 million). The ABL Facility is secured by a first priority security interest in substantially all of the assets of the Company and its material U.S., U.K. and Canadian subsidiaries, subject to customary exceptions. Pricing for the $4,750 million revolving credit facility is based on average availability according to a grid, varying from the applicable interest rate plus 125 basis points to 137.5 …

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In the following table, revenue is summarized by type and by the applicable accounting standard. Year Ended April 30, 2026 2025 2024 (In millions) Topic 842 Topic 606 Total Topic 842 Topic 606 Total Topic 842 Topic 606 Total Revenues: Equipment rentals $ 8,302 $ $ 8,302 $ 8,049 $ $ 8,049 $ 7,727 $ $ 7,727 Other rental revenue: Delivery and pick-up 875 875 862 862 802 802 Other 343 800 1,143 338 731 1,069 334 767 1,101 Total equipment rentals 8,645 1,675 10,320 8,387 1,593 9,980 8,061 1,569 9,630 Sales of rental equipment 451 451 467 467 859 859 Sales of new equipment, merchandise and consumables 383 383 344 344 370 370 Total revenues $ 8,645 $ 2,509 $ 11,154 $ 8,387 $ 2,404 $ 10,791 $ 8,061 $ 2,798 $ 10,859 …

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Stock-Based Compensation Following the U.S. Listing, the following modifications were made to the existing stock-based compensation plans, effective March 2, 2026: all performance conditions were deemed to have been met at 85.5% of maximum; and all awards will be settled net of any tax arising at the time of vesting. These modifications impact all liability-classified awards and those PSU equity-classified awards granted under the Ashtead Plan. In accordance with ASC 718, Compensation Stock Compensation, all liability-classified awards were fair valued on the modification date and subsequently reclassified to equity-classified awards. All existing equity-classified awards impacted were also fair valued on the modification date and an incremental compensation cost recognized from the date of modification to the end of the relevant service period. The total incremental compensation cost recognized in the year ended April 30, 2026 was $15 million, with $59 million reclassified to equity. Liability-classified awards A summary of the transactions within the Company's liability-classified long-term incentive awards is as follows: Shares Outstanding as of April 30, 2025 1,646,417 Granted (1) 753,877 Exercised (413,737) Expired/lapsed (321,171) Impact of modification (168,276) Reclassification from liability-classified awards (2) (1,497,110) Outstanding and exercisable as of April 30, 2026 (1) All awards granted under the Ashtead Plan. (2) 32,287 awards reclassified to equity in Janu …

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Fair Value Measurements The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of the first priority senior secured credit facility and finance leases approximated their book values as of April 30, 2026 and 2025. The estimated fair values of the Company's senior notes and contingent consideration were as follows: April 30, 2026 (In millions) Carrying Amount Fair Value Liabilities Senior notes Level 2 6,162 6,165 Contingent consideration Level 3 27 27 April 30, 2025 (In millions) Carrying Amount Fair Value Liabilities Senior notes Level 1 6,154 6,018 Contingent consideration Level 3 18 18 The senior notes are carried at amortized cost and the contingent consideration and equity investments are carried at fair value in the consolidated balance sheets. Contingent consideration relates to recent acquisitions and is based on the post-acquisition performance of the acquired businesses. The consideration is expected to be paid out over the next seven years and is reassessed at each reporting date. Contingent consideration is a Level 3 financial liability. Future anticipated payments in respect of contingent consideration are initially recorded at fair value which is the present value of the expected cash outflows of the obligations. The obligations are dependent upon the …

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Goodwill and Other Intangible Assets The following table presents the changes in the carrying amount of goodwill for each of the two years in the period ended April 30, 2026: North America (In millions) General Tool Specialty United Kingdom Total Year ended May 1, 2024 $ 1,981 $ 1,044 $ 255 $ 3,280 Goodwill related to acquisitions 46 1 6 53 Foreign currency translation (2) (1) 18 15 Balance at April 30, 2025 2,025 1,044 279 3,348 Goodwill related to acquisitions 57 65 122 Goodwill written off related to sale of business unit (6) (6) Foreign currency translation 4 4 4 12 Balance at April 30, 2026 $ 2,086 $ 1,113 $ 277 $ 3,476 As part of the Company's annual goodwill impairment assessment completed, the Company evaluated the recoverability of goodwill for each of its reporting units. The fair value of each reporting unit was estimated using an income approach based on the present value of projected future cash flows. The terminal value utilized within the discounted cash flow model incorporated market-based assumptions, including terminal value multiples derived from comparable companies and market transactions. There were no indicators of goodwill impairment during the fiscal years ended April 30, 2025 and 2024. During the fiscal year ended April 30, 2026, an impairment indicator was identified in the U.K. reporting unit as a result of the operational restructure of the United Kingdom segment. Accordingly, management undertook an interim quantitative goodwill impairment test f …

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Income Taxes In the period ended April 30, 2026, the Company became a tax resident in the United States. As such, the categories in connection with certain disclosure requirements have changed and are therefore reflected separately from prior years. The components of income before provision (benefit) for income taxes for the period ended April 30, 2026, is as follows: Year Ended April 30, (In millions) 2026 United States $ 1,769 Foreign 32 Total pre-tax income $ 1,801 The components of income before provision (benefit) for income taxes for the periods ended April 30, 2025, and April 30, 2024, were as follows: Year Ended April 30, (In millions) 2025 2024 United Kingdom $ (5) $ (31) Foreign United States 2,018 2,106 Other 57 19 Total pre-tax income $ 2,070 $ 2,094 The components of the provision (benefit) for income taxes for the period ended April 30, 2026, is as follows: Year Ended April 30, (In millions) 2026 Current U.S. - Federal $ 279 U.S. - State and local 75 Foreign 29 Total current $ 383 Deferred U.S. - Federal $ 84 U.S. - State and local 15 Foreign (6) Total deferred 93 Total provision (benefit) for income taxes $ 476 The components of the provision (benefit) for income taxes for the periods ended April 30, 2025, and April 30, 2024, were as follows: Year Ended April 30, (In millions) 2025 2024 Current United Kingdom $ (6) $ 2 Foreign U.S. - Federal 410 195 U.S. - State and local 69 80 Other 2 9 Total current $ 475 $ 286 Deferred United Kingdom $ 12 $ (7) Foreign U.S. …

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Leases The Company leases a significant portion of the store locations, and also leases other premises used for purposes such as district and regional offices and support office centers. The finance lease obligations consist of vehicles and building leases. The tables below present financial information associated with the lease balances and related expenses for the years ended April 30, 2026 and 2025. April 30, (In millions) Classification 2026 2025 Assets Operating lease assets Operating lease right-of-use assets $ 2,664 $ 2,523 Finance lease assets Property and equipment, net: Non-rental vehicles 46 52 Property 150 142 Less: accumulated amortization (49) (40) Total lease assets $ 2,811 $ 2,677 Liabilities Current Operating Operating lease liabilities $ 287 $ 266 Finance Accrued expenses and other liabilities 24 7 Long-term Operating Non-current portion of operating lease liabilities 2,577 2,434 Finance Other long-term liabilities 147 169 Total lease liabilities $ 3,035 $ 2,876 Year Ended April 30, (In millions) Classification 2026 2025 2024 Operating lease cost (1) Cost of equipment rentals, excluding depreciation $ 326 $ 300 $ 277 Selling, general and administrative expenses 12 14 12 Finance lease cost Amortization of ROU assets Non-rental depreciation and amortization 13 14 12 Interest on lease liabilities Interest expense, net 7 9 7 Sublease income Cost of equipment rentals, excluding depreciation (18) (12) (12) Net lease cost $ 340 $ 325 $ 296 (1) Includes variable lea …

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New Accounting Pronouncements Issued but not yet adopted Expense Disaggregation Disclosure. In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40) (ASU 2024-03), which improves the disclosures about a public business entitys expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, SG&A, and research and development. This ASU is effective for fiscal years beginning after December 15, 2026 and early adoption is permitted. The amendments in this ASU can be applied prospectively or retrospectively. This standard is not expected to have an impact on any amounts recognized in our financial statements, but will result in more detailed disclosures addressing the categorization of expenses. Credit Losses . In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Financial Instruments Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets (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 that assumes 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 report …

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Retirement Benefits Plans Defined contribution plans The Company contributes to defined contribution plans substantially covering all qualifying employees. $52 million, $48 million, and $47 million was recorded in the consolidated statements of income related to contributions payable to these plans by the Company at rates specified in the rules of the plans for the fiscal years ended April 30, 2026, 2025 and 2024, respectively. The expenses associated with these contributions was recorded in Selling, general and administrative expenses on the consolidated statements of income. Defined benefit plan The following table provides a reconciliation of benefit obligations and plan assets of the Companys defined benefit pension plan: April 30, (In millions) 2026 2025 Changes in projected benefit obligations Benefit obligations at beginning of year $ 83 $ 85 Interest cost 5 4 Benefits paid (5) (4) Actuarial gain (2) (7) Foreign exchange movement 5 Benefit obligations at end of year $ 81 $ 83 Changes in fair value of plan assets Fair value of plan assets at beginning of year $ 82 $ 84 Interest income 5 4 Loss on plan assets (2) (7) Benefits paid (5) (4) Foreign exchange movement 1 5 Fair value of plan assets at end of year $ 81 $ 82 Funded status $ $ (1) April 30, (In millions) 2026 2025 Amounts recognized in balance sheet Other long-term liabilities $ $ (1) Net amount recognized $ $ (1) Weighted-average assumptions used to determine projected benefit obligations Year Ended April 30, 2 …

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Restructuring In connection with our Sunbelt 4.0 strategic priorities for the U.K. segment, we initiated an operational restructuring during the second quarter of fiscal year 2026. The restructuring activities include the consolidation of certain regional operations, actions to enhance cost efficiency, and steps to exit non-core assets. As part of this plan, we completed the sale of our U.K. Hoist business in October 2025 for proceeds of $16 million. In total, these activities have resulted in the recognition of $44 million of non-recurring costs in the income statement in fiscal year 2026, with no further significant cost expected in fiscal year 2027. The table below presents the components of restructuring expense. Year Ended April 30, (In millions) 2026 Classification Expense Type Cost of equipment rentals, excluding depreciation Employee related cost $ 8 Fixed asset related cost 4 Depreciation of rental equipment Fixed asset related cost 14 Cost of rental equipment sales Fixed asset related cost 4 Cost of sales of new equipment, merchandise and consumables Fixed asset related cost 1 Selling, general and administrative expense Miscellaneous cost including professional fees 1 Non-rental depreciation and amortization Facility related cost 5 Other (income) expense, net Loss on disposal 7 Total restructuring cost $ 44 Restructuring costs that result in liabilities are primarily related to employee-related costs and other exit costs. The table below presents the components of t …

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Revenue Recognition Nature of goods and services In the following table, revenue is summarized by type and by the applicable accounting standard. Year Ended April 30, 2026 2025 2024 (In millions) Topic 842 Topic 606 Total Topic 842 Topic 606 Total Topic 842 Topic 606 Total Revenues: Equipment rentals $ 8,302 $ $ 8,302 $ 8,049 $ $ 8,049 $ 7,727 $ $ 7,727 Other rental revenue: Delivery and pick-up 875 875 862 862 802 802 Other 343 800 1,143 338 731 1,069 334 767 1,101 Total equipment rentals 8,645 1,675 10,320 8,387 1,593 9,980 8,061 1,569 9,630 Sales of rental equipment 451 451 467 467 859 859 Sales of new equipment, merchandise and consumables 383 383 344 344 370 370 Total revenues $ 8,645 $ 2,509 $ 11,154 $ 8,387 $ 2,404 $ 10,791 $ 8,061 $ 2,798 $ 10,859 Revenues by reportable segment are presented in Note 5 of the consolidated financial statements, using the revenue captions reflected in our consolidated statements of income. Allowance for Credit Losses The roll-forward of the allowance for credit losses is shown below. Year Ended April 30, (In millions) 2026 2025 2024 Beginning balance $ 102 $ 141 $ 107 Amounts written off or recovered (61) (67) (50) Increase in allowance recognized 64 28 84 Ending balance $ 105 $ 102 $ 141 …

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Segment Information The Company operates with the following three reportable and operating segments: North America General Tool, North America Specialty and U.K., which are consistent with how the Company's chief operating decision maker (CODM) assesses performance and allocates resources. The operating segments are determined primarily based on the nature of the products and services and the management structure of the Company. The Company's CODM has been identified as its chief executive officer. North America General Tool: the North America General Tool segment includes the rental of general construction and industrial equipment, such as mobile elevating platforms, forklifts, earth moving equipment and general tool and light equipment. The segment operates predominantly across the U.S. and Canada. North America Specialty: the North America Specialty segment focus on products with comparatively low rental penetration including Power & HVAC, Scaffold, Pump, Film & TV and Climate Control. The Specialty products and services are often a natural add-on to the General Tool products and services. The segment operates across the U.S. and Canada. U.K.: the U.K. segment operates predominantly in the U.K. and rents a broad range of construction, industrial, general and specialty equipment. The Company manages debt, its lease portfolio and taxation centrally, rather than by operating segments. Accordingly, segmental costs are stated excluding the impact of ASC 842 lease accoun …

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Stockholders' Equity The following table presents a summary of the Companys share activity: Year Ended April 30, 2026 2025 Common stock, 0.10 ($0.18) par value: Balance at beginning of year 451,354,833 451,354,833 Cancellation of treasury stock (37,390,748) Cancellation of common stock (413,964,085) Balance at end of year 451,354,833 Common stock, $0.01 par value: Balance at beginning of year Issue of common stock 413,963,685 Settlement of stock-based compensation 1,902 Balance at end of year 413,965,587 Treasury stock: Balance at beginning of year 20,111,957 14,056,026 Repurchase of common stock 20,972,292 6,055,931 Cancellation of treasury stock (37,390,748) Balance at end of year 3,693,501 20,111,957 Common stock held by the ESOT: Balance at beginning of year 534,660 853,869 Settlement of stock-based compensation (175,178) (319,209) Sale of shares by ESOT (359,482) Balance at end of year 534,660 Common Stock Effective February 27, 2026, Ashtead completed a reorganization pursuant to a U.K. court-sanctioned scheme of arrangement, which resulted in the establishment of Sunbelt Rentals Holdings, Inc. as the new U.S. holding company. Ashteads common stock of 0.10 ($0.18) par value ceased trading on the London Stock Exchange and was subsequently cancelled. Common stock of $0.01 par value was issued to shareholders by Sunbelt Rentals Holdings, Inc. in exchange for the Ashtead cancelled stock. The total number of shares of capital stock which the Company has authority to issue is …

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Subsequent Events Subsequent to the balance sheet date, the Company completed the acquisitio n of two businesses in North America. The total purchase price for these acquisitions was $683 million (including acquired debt). The initial accounting for these acquisitions is incomplete due to the proximity to the period end.

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