EquipmentShare.com (EQPT) Registration Filing summary

Company overview and business model

• Operates a vertically integrated, tech-enabled equipment rental platform serving the U.S. construction industry, leveraging proprietary T3 software and hardware for jobsite management and fleet optimization.

• Business model centers on equipment rental, sales, and technology, with expansion into site solutions, financial products, and software subscriptions.

• Growth is driven by a three-part flywheel: T3 technology adoption, organic site expansion, and the capital-light OWN Program for fleet growth.

• Nearly all 342 full-service rental locations as of September 30, 2025, were organically developed, with 98% of rental revenue since founding from organic site growth.

• T3 platform provides real-time data, access control, and analytics, differentiating the company from traditional rental and software-only competitors.

Financial performance and metrics

• Revenue grew from $1.7B in 2022 to $3.8B in 2024, a two-year CAGR of 47%; preliminary 2025 revenue estimated at $4.33–$4.37B.

• Net income was $2.4M in 2024, $17.4M in 2023, and $49.6M in 2022; preliminary 2025 net income expected between $5M and $15M.

• EBITDA reached $603M in 2024 and is projected at $660–$675M for 2025.

• Equipment Rental Segment Adjusted EBITDA margin for all sites was 40.1% in 2024, with mature sites exceeding 50%.

• OWN Program payouts increased 100.8% to $420.1M in 2024 and are expected to reach $710–$715M in 2025.

• Cash and cash equivalents were $406.5M at year-end 2024, expected to be $308M at year-end 2025.

• Long-term debt (net of current portion) was $2.53B at year-end 2024, projected to rise to $3.27B at year-end 2025.

Use of proceeds and capital allocation

• Net proceeds of approximately $693.6M (at $24.50/share IPO price midpoint) will be used for general corporate purposes.

• No proceeds from shares sold by selling shareholders; company retains broad discretion over use of funds.

• Ongoing capital allocation supports organic site expansion, fleet growth (including through the OWN Program), and technology development.