Table of contents Page Report of the Independent Registered Public Accounting Firm (Auditor Firm ID: 238) 59 Report of the Independent Registered Public Accounting Firm (Audit Firm ID: 876) 61 Consolidated Balance Sheets 62 Consolidated Statements of Income 63 Consolidated Statements of Comprehensive Income 64 Consolidated Statements of Stockholders' Equity 65 Consolidated Statements of Cash Flows 66 Notes to the Consolidated Financial Statements 68 58 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Sunbelt Rentals Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Sunbelt Rentals Holdings, Inc. and its subsidiaries (the “Company”) as of April 30, 2026, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Tax-free Determination of the Company’s Reorganization As described in Note 6 to the consolidated financial statements, to facilitate the relisting as a U.S. parented group, the Company, along with other intermediary steps, completed a U.K. court-sanctioned scheme and an internal spin-off (the “Reorganization”). The Reorganization replaced Ashtead Group plc with a new U.S. holdings company, Sunbelt Rentals Holdings, Inc., and distributed the U.S. operating group from Ashtead Group plc to the Company. Management determined that the Reorganization qualifies as tax-free under the applicable sections of the U.S. Federal and U.K. tax law. In making these determinations, management applied relevant tax law to the facts and obtained third party legal and tax opinions related to the concluded tax treatment. If the Reorganization were later determined to fail to qualify for tax-free treatment, the Company could be subject to significant liabilities, and there could be material adverse impacts on the Company’s business, financial condition, results of operations and cash flows in future reporting periods. The principal considerations for our determination that performing procedures relating to the tax-free determination of the Company’s reorganization is a critical audit matter are (i) a high degree of auditor subjectivity and effort in performing procedures and evaluating audit evidence relating to management’s determination that the reorganization qualifies as tax-free and (ii) the audit effort involved the use of professionals with specialized audit skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management’s process for determining the tax-free treatment of the reorganization; (ii) evaluating the information used in management’s determination, including the plan and execution of transaction steps in the reorganization, relevant tax law, 59 Table of Contents and third party legal and tax opinions; and (iii) evaluating the reasonableness of management’s position that the reorganization qualifies for tax-free status. Professionals with specialized skill and knowledge were used to assist in evaluating the transaction, third party legal and tax opinions, and certain representations from management and other relevant evidence used by management, as well as the application of relevant tax law. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina June 23, 2026 We have served as the Company’s auditor since 2026. 60 Table of Contents Report of Independent Registered Public Accounting Firm To the board of directors and shareholders of Ashtead Group plc Opinion on the Financial Statements We have audited the consolidated balance sheet of Ashtead Group plc and its subsidiaries (the “Company” and the accounting predecessor to Sunbelt Rentals Holdings, Inc.) as of April 30, 2025, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the two years in the period ended April 30, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2025, and the results of its operations and its cash flows for each of the two years in the period ended April 30, 2025 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP London, United Kingdom September 5, 2025 We served as the Company's auditor from 2022 to 2025. 61 Table of Contents SUNBELT RENTALS HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS April 30, (In millions, except share data) 2026 2025 ASSETS Cash and cash equivalents $ 29 $ 21 Accounts receivable, net of allowance for credit losses of $105 and $102, respectively 1,669 1,481 Inventory 180 147 Prepaid expenses and other assets 354 372 Total current assets 2,232 2,021 Rental equipment, net 11,224 11,340 Property and equipment, net 2,063 2,038 Goodwill 3,476 3,348 Other intangible assets, net 338 433 Operating lease right-of-use assets 2,664 2,523 Other long-term assets 271 267 Total non-current assets 20,036 19,949 Total assets $ 22,268 $ 21,970 LIABILITIES AND STOCKHOLDERS’ EQUITY Short-term debt and current maturities of long-term debt $ 550 $ — Accounts payable 472 302 Accrued expenses and other liabilities 1,167 991 Operating lease liabilities 287 266 Total current liabilities 2,476 1,559 Long-term debt 7,033 7,500 Deferred taxes 2,394 2,288 Non-current portion of operating lease liabilities 2,577 2,434 Other long-term liabilities 379 390 Total non-current liabilities 12,383 12,612 Total liabilities 14,859 14,171 Commitments and contingencies (Note 18) Stockholders’ equity: Common stock – £0.10 ($0.18) par value, 451,354,833 and 430,708,216 shares issued and outstanding, respectively, as of April 30, 2025 — 82 Common stock – $0.01 par value, 413,965,587 and 410,272,086 shares issued and outstanding, respectively, as of April 30, 2026 4 — Additional paid-in capital 204 46 Retained earnings 7,646 9,103 Treasury stock at cost – 3,693,501 and 20,111,957 shares as of April 30, 2026 and April 30, 2025, respectively (259) (1,171) Common stock held by the ESOT – 0 and 534,660 shares as of April 30, 2026 and April 30, 2025, respectively — (35) Accumulated other comprehensive loss (186) (226) Total stockholders’ equity 7,409 7,799 Total liabilities and stockholders’ equity $ 22,268 $ 21,970 See accompanying notes to the consolidated financial statements. 62 Table of Contents SUNBELT RENTALS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME Year Ended April 30, (In millions, except per share amounts) 2026 2025 2024 Revenues: Equipment rentals $ 10,320 $ 9,980 $ 9,630 Sales of rental equipment 451 467 859 Sales of new equipment, merchandise and consumables 383 344 370 Total revenues 11,154 10,791 10,859 Cost of revenues: Cost of equipment rentals, excluding depreciation 4,394 4,069 3,874 Depreciation of rental equipment 1,851 1,815 1,653 Cost of rental equipment sales 386 386 636 Cost of sales of new equipment, merchandise and consumables 233 201 219 Total cost of revenues 6,864 6,471 6,382 Gross profit 4,290 4,320 4,477 Selling, general and administrative expenses 1,651 1,385 1,572 Non-rental depreciation and amortization 458 436 394 Operating income 2,181 2,499 2,511 Interest expense, net 387 425 428 Other (income) expense, net (7) 4 (11) Income before provision for income taxes 1,801 2,070 2,094 Provision for income taxes 476 517 522 Net income $ 1,325 $ 1,553 $ 1,572 Basic earnings per share $ 3.15 $ 3.56 $ 3.60 Diluted earnings per share $ 3.15 $ 3.55 $ 3.58 See accompanying notes to the consolidated financial statements. 63 Table of Contents SUNBELT RENTALS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended April 30, (In millions) 2026 2025 2024 Net income $ 1,325 $ 1,553 $ 1,572 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments(1) 40 54 (16) Other comprehensive income (loss) 40 54 (16) Total comprehensive income $ 1,365 $ 1,607 $ 1,556 (1)There were no material reclassifications from accumulated other comprehensive loss reflected in other comprehensive income (loss) during 2026, 2025, or 2024. There was no material tax impact related to the foreign currency translation adjustments during the years ended April 30, 2026, 2025, or 2024. See accompanying notes to the consolidated financial statements. 64 Table of Contents SUNBELT RENTALS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In millions, except per share amounts) Ashtead Share Capital Sunbelt Rentals Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Common stock held by the ESOT AccumulatedOtherComprehensiveLoss Total Stockholders’ Equity Balance as of May 1, 2023 $ 82 $ — $ 35 $ 6,937 $ (741) $ (39) $ (264) $ 6,010 Net income — — — 1,572 — — — 1,572 Foreign currency translation adjustments — — — — — — (16) (16) Dividends, $1.01 per share — — — (437) — — — (437) Stock-based compensation — — 2 12 — 25 — 39 Repurchase of common stock — — — — (78) (30) — (108) Balance as of April 30, 2024 $ 82 $ — $ 37 $ 8,084 $ (819) $ (44) $ (280) $ 7,060 Net income — — — 1,553 — — — 1,553 Foreign currency translation adjustments — — — — — 54 54 Dividends, $1.25 per share — — — (547) — — — (547) Stock-based compensation — — 9 13 — 94 — 116 Repurchase of common stock — — — — (352) (85) — (437) Balance as of April 30, 2025 $ 82 $ — $ 46 $ 9,103 $ (1,171) $ (35) $ (226) $ 7,799 Net income — — — 1,325 — — — 1,325 Foreign currency translation adjustments — — — — — — 40 40 Dividends, $1.10 per share — — — (461) — — — (461) Cancellation of treasury shares (7) — 7 (2,319) 2,319 — — — Cancellation of common stock (75) — — — — — — (75) Repurchase of common stock — — — — (1,407) (19) — (1,426) Issuance of common stock — 4 71 — — — — 75 Stock-based compensation — — 19 (3) — 31 — 47 Reclassification of share-based payment from liability to equity — — 61 — — — — 61 Sale of shares by ESOT — — — 1 — 23 — 24 Balance as of April 30, 2026 $ — $ 4 $ 204 $ 7,646 $ (259) $ — $ (186) $ 7,409 See accompanying notes to the consolidated financial statements. 65 Table of Contents SUNBELT RENTALS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended April 30, (In millions) 2026 2025 2024 Cash flows from operating activities: Net income $ 1,325 $ 1,553 $ 1,572 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,309 2,251 2,047 Gain on sales of rental equipment (65) (81) (223) Gain on sales of non-rental equipment (6) (17) (17) Deferred tax expense 93 42 236 Non-cash operating lease expense 310 288 262 Stock based compensation expense 80 (9) 92 Provision for receivable allowances 64 28 84 Other 14 33 10 Changes in operating assets and liabilities, net of amounts acquired: (Increase) decrease in accounts receivable (206) 22 (184) (Increase) decrease in inventory (30) 15 21 Decrease (increase) in prepaid expenses and other assets 15 (74) (89) Increase (decrease) in accounts payable 57 2 (24) Decrease in operating lease liabilities (287) (268) (243) Increase in accrued expenses and other liabilities 111 59 120 Net cash provided by operating activities 3,784 3,844 3,664 Cash flows from investing activities Payments for acquisition of businesses, net of cash acquired (206) (134) (846) Proceeds from disposal of business 16 — — Payments for purchases of rental equipment (1,842) (2,251) (3,759) Payments for purchases of non-rental property and equipment (352) (441) (659) Proceeds from sales of rental equipment 424 462 832 Proceeds from sales of non-rental property and equipment 41 61 48 Payments for purchases of intangibles (6) (15) (29) Other — — (15) Net cash used in investing activities (1,925) (2,318) (4,428) Cash flows from financing activities Proceeds from debt 1,496 1,309 3,616 Payments of debt (1,457) (1,832) (2,275) Repayments of principal under finance lease liabilities (18) (18) (12) Payment of contingent consideration — (13) (30) Dividends paid (464) (544) (436) Common stock repurchased by the ESOT (19) (86) (30) Common stock sold by the ESOT 24 — — Common stock repurchased (1,413) (342) (78) Net cash (used in) provided by financing activities (1,851) (1,526) 755 Effect of exchange rate changes on cash and cash equivalents — — — Net increase (decrease) in cash and cash equivalents 8 — (9) Cash and cash equivalents at the beginning of year 21 21 30 Cash and cash equivalents at the end of period $ 29 $ 21 $ 21 66 Table of Contents Year Ended April 30, (In millions) 2026 2025 2024 Supplemental disclosure of cash flow information: Cash paid for interest $ 368 $ 416 $ 392 Cash paid for income taxes, net 332 425 246 See accompanying notes to the consolidated financial statements. 67 Table of Contents SUNBELT RENTALS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (dollars in millions, except per share data and unless otherwise indicated) 1. Organization and Description of Business Sunbelt Rentals Holdings, Inc. (including subsidiaries, the “Company” or “Sunbelt”) (NYSE: SUNB; LSE: SUNB) was formed as a Delaware corporation in February 2025. Sunbelt is an international equipment rental company with national networks in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”). The Company rents a broad range of construction, industrial, general and specialty equipment across a wide variety of applications to a wide customer base. Effective on February 27, 2026 (the “Effective Date”), the Company implemented a new corporate structure by completing a U.K. court-sanctioned scheme of arrangement under the U.K. Companies Act 2006 (the “Scheme”). This resulted in (i) Ashtead Group plc becoming a direct, wholly owned subsidiary of Sunbelt Rentals Holdings Inc. and (ii) the shareholders of Ashtead Group plc at the designated record time for the Scheme no longer holding shares of Ashtead Group plc but instead holding shares of common stock of Sunbelt Rentals Holdings, Inc.. Each Ashtead Group plc shareholder received one share of Sunbelt Rentals Holdings, Inc. common stock, par value $0.01 per share, for each Ashtead Group plc ordinary share held immediately prior to completion of the Scheme. As a result of the Scheme, Sunbelt Rentals Holdings, Inc. became the successor issuer to Ashtead Group plc, which was subsequently converted into a private company and renamed Ashtead Group Limited. Prior to completion of the Scheme, Sunbelt Rentals Holdings, Inc. had no material assets, liabilities, operations, contingencies or commitments other than those related to its formation and the Redomiciliation. The Scheme was accounted for as a transaction among entities under common control. Accordingly, the historical consolidated financial statements of Ashtead Group plc became the historical consolidated financial statements of Sunbelt Rentals Holdings, Inc. The Redomiciliation did not result in a change in the underlying business, operations, strategy, assets, liabilities or cash flows of the Company. In the current period, these consolidated financial statements reflect the effects of the new corporate structure with Sunbelt Rentals Holdings, Inc. as the ultimate parent company. For periods prior to the Effective Date, these consolidated financial statements reflect the historical results, assets, liabilities and cash flows of Ashtead Group Limited and its subsidiaries as the accounting predecessor. “Sunbelt,” “we,” “us” and “our” for periods prior to the Effective Date refer to Ashtead Group plc and its consolidated subsidiaries, and references for periods on or after the Effective Date refer to Sunbelt Rentals Holdings, Inc. and its consolidated subsidiaries. 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company’s fiscal year ends on April 30. The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its partially owned subsidiaries where the Company has controlling financial interest. All intercompany balances and transactions have been eliminated on consolidation. Foreign Currency Translation and Transactions The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s subsidiaries is the currency of the primary economic environment in which they operate. Assets and liabilities of foreign subsidiaries that have a functional currency other than U.S. dollars are translated into U.S. dollars using exchange rates at the balance sheet date. Revenues and expenses are translated at average exchange rates effective during the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive loss within stockholders’ equity. Foreign currency gains and losses resulting from transactions are included in the income statement. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items 68 Table of Contents subject to such estimates include, but are not limited to, allowance for credit losses, depreciation of rental equipment, the recoverability of long-lived assets, useful lives and impairment of long-lived tangible and intangible assets including goodwill, valuation of acquired intangible assets, reserves for litigation and other contingencies, and accounting for income taxes, among others. Actual results could materially differ from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk include cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality financial institutions. Concentration of credit risk with respect to receivables is limited due to a large customer base of unrelated customers. The Company manages credit risk using credit reference agencies and the maintenance of credit control functions. During the years ended April 30, 2026, 2025 and 2024, no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable. Cash and Cash Equivalents Cash and cash equivalents comprises cash balances and highly liquid instruments with original maturities of less than, or equal to, three months. Allowance for Credit Losses Accounts receivable is stated net of allowances. The allowances for credit losses reflect the Company’s estimate of the amount of receivables that it will be unable to collect based on historical write-off experience reflecting the level of uncollected receivables over the last year within each business, adjusted for factors that are specific to the receivables, the industry in which the Company operates and the economic environment. Adjustments to the loss allowances are recognized in the income statement. Accounts receivables are written off when recoverability is assessed as being remote while subsequent recoveries of amounts previously written off are credited to the income statement. Inventory Inventory consists of equipment, fuel, merchandise and spare parts. Inventory is stated at the lower of cost or market. The cost of inventory that is not ordinarily interchangeable is valued at individual cost. The cost of other inventories is determined on a first-in, first-out basis or using a weighted average cost formula, depending on the basis most suited to the specific type of inventory held. Rental Equipment Rental equipment is recorded at cost and depreciated over the estimated useful life of the equipment using the straight-line method. Cost includes rebuild costs when the rebuild extends the asset’s useful economic life and it is probable that incremental economic benefits will accrue to the Company. Rebuild costs include the cost of transporting the equipment to and from the rebuild supplier. The range of estimated useful lives for rental equipment is 3 to 25 years. The estimated useful lives are derived from asset class characteristics, historical usage trends, anticipated service period, and prevailing industry standards. However, the majority of our fleet is depreciated over 5 to 10 years. For example, mobile elevating work platforms are depreciated over 10 years, earthmoving equipment is depreciated over 5 to 10 years, power and HVAC equipment is depreciated over 6 to 10 years and forklifts are depreciated over 5 to 10 years. Longer useful lives are generally assigned to specialized or non-mechanical assets of a highly durable nature, consistent with their expected service duration. Rental equipment is depreciated to a salvage value of 10 to 15 percent of cost in respect of most types of rental equipment, although the range of residual values used varies between zero and 35%. Useful lives and salvage values are reviewed on an annual basis based on the factors noted above. As a result of this assessment, the Company may make periodic adjustments to depreciation rates of rental equipment in response to changed conditions. Costs incurred in the repair and maintenance of rental equipment are charged to the income statement as incurred. At each reporting date, management assesses whether there are events or changes in circumstances that indicate that the rental equipment’s carrying amount may not be recoverable. Management judgment is necessary in identifying impairment indicators, including the period over which assets have not been rented, the period any assets have been down for repair, the current market conditions and the level of return on investment generated from the assets. 69 Table of Contents Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. The estimated useful lives of the Company’s property and equipment are as follows: Buildings 50 years Motor vehicles 4 - 14 years Office and workshop equipment 5 years Costs incurred in the repair and maintenance of property and equipment are charged to the income statement as incurred and are included in “Selling, general and administrative expenses” and “Cost of rental equipment sales” in the consolidated statements of income. Other Intangible Assets Other intangible assets consist of brand names, customer lists and contract related intangible assets, and are amortized over their estimated useful lives using the straight-line method. The Company evaluates the estimated remaining useful life of its other intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization at each period end. The estimated useful lives of the other intangible assets are as follows: Brand names 1 - 14 years Customer lists 2 - 14 years Contract related intangible assets 2 - 7 years Internal use software 1 - 5 years Impairment of Long-lived Assets Other than Goodwill Long-lived assets are recorded at the lower of amortized cost or fair value. As part of an ongoing review of the valuation of long-lived assets, the Company assesses the carrying value of such assets if facts and circumstances suggest they may be impaired. If this review indicates the carrying value of such an asset may not be recoverable, as determined by an undiscounted cash flow analysis over the remaining useful life, the carrying value would be reduced to its estimated fair value. Business Combinations The Company has made multiple acquisitions during the periods presented and may continue to make acquisitions in the future. The assets acquired and liabilities assumed are recorded based on their respective fair values at the date of acquisition. The consideration transferred in a business combination is the fair value at the acquisition date of the assets transferred and the liabilities assumed by the Company and includes the fair value of any contingent consideration arrangement. The estimated range of undiscounted payment in respect of the contingent consideration is zero to $33 million, zero to $23 million and zero to $37 million as of April 30, 2026, 2025 and 2024, respectively. Long-lived assets (principally rental equipment), goodwill and other intangible assets generally represent the largest components of the acquisition assets acquired. Rental equipment is valued utilizing either a cost or market approach, depending on the asset being valued and the availability of market data. The intangible assets that the Company has acquired are primarily non-compete agreements and customer relationships, which are valued based on an excess earnings or income approach based on projected cash flows and may be amortized over the useful life if they are determined to be finite-lived intangible assets. Goodwill is calculated as the excess of the cost of the acquired business over the net of the fair value of the assets acquired and the liabilities assumed. Determining the fair value of the assets and liabilities acquired can be judgmental in nature and can involve the use of significant estimates and assumptions. The estimates and assumptions used in valuing acquired assets include, but are not limited to, the amount and timing of projected future cash flows, discount rates used to determine the present value of these cash flows and the useful lives of the assets. Although the Company’s fair value estimates are based upon assumptions believed to be reasonable, these estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period of one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of fair values of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded in earnings on the income statement. 70 Table of Contents As part of an acquisition, the Company will also acquire other assets and assume liabilities. These other assets and liabilities typically include, but are not limited to, inventory, accounts receivable, accounts payable and other working capital items. Due to their short-term nature, the fair values of these other assets and liabilities generally approximate the book values on the acquired entities’ balance sheets. Acquisition-related expenses are recognized separately from the business combination and expensed as selling, general and administrative expenses in the income statement as incurred. Evaluation of Goodwill Impairment On an annual basis and at interim periods when events or circumstances indicate that an impairment loss may have been incurred, the Company tests the recoverability of its goodwill at the reporting unit level. The annual analysis is conducted as of March 31 each fiscal year. A reporting unit is the same as, or one level below, an operating segment for which discrete financial information is available and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. The Company has three reporting units which are the same as its operating segments. The Company compares the carrying value of its reporting units to its fair value and if the carrying value of the reporting unit is greater than its fair value, the Company recognizes an impairment charge for the amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. The Company may first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If a quantitative impairment test is performed, the fair value of the reporting unit is estimated using a combination of an income approach on the present value of estimated future cash flows and a market approach based on published earnings multiples of comparable entities with similar operations and economic characteristics as well as acquisition multiples paid in recent transactions. The Company’s discounted cash flows are based on management's estimates, which are weighted for their likely probability of occurrence, about the underlying business activities of the Company. Leases – The Company as the Lessee The Company determines if an agreement is a lease at inception. The Company’s material lease contracts are generally for real estate or vehicles, and the determination of whether such contracts contain leases generally does not require significant estimates or judgments. The Company considers the contractual terms to determine the lease term used to record each lease agreement. The lease terms may include options, at the Company’s sole discretion, to extend or terminate the lease that it is reasonably certain to exercise. The Company determines the lease term used to record each lease by including the initial lease term and, in the case where there are options to extend, will include the option to extend if it has determined that it reasonably certain that the Company would exercise those options. Most real estate leases include one or more options to renew, with renewal periods typically of five years each. Leases are classified as either finance or operating at inception of the lease and reassessed each time a lease is modified, with classification affecting the pattern of expense recognition in the income statement. Operating and finance leases result in the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. ROU assets represent the Company’s right to use the leased asset for the lease term and lease liabilities represent the obligation to make lease payments. The ROU assets also include any lease payments made and less any lease incentives received. As the implicit rate of most of our leases is not readily determinable, the liability is calculated as the present value of the remaining minimum lease payments using the Company’s incremental borrowing rate at the commencement of the lease. The determination of the incremental borrowing rate takes into consideration the expected term of the lease, the currency in which the lease is denominated, and a financing spread adjustment based on the actual borrowing rate incurred by the Company. Operating lease cost is recorded on a straight-line basis over the remaining lease term. Finance lease cost includes amortization of the ROU assets on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset and interest on the lease liabilities using the effective interest method. Leases with a lease term of 12 months or less are not recorded on the balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. The Company also leases certain equipment that it rents to its customers where the payments vary based upon the amount of time the equipment is on rent. The Company generates sublease revenue from such leases that it refers to as “re-rent revenue” as discussed under “Equipment rental revenue” in Note 2 to the consolidated financial statements. The initial term of these leases is 12 months or less and, therefore, no lease liability or ROU assets have been recorded. Apart from the re-rent revenue discussed in Note 2, the Company does not generate material sublease income. 71 Table of Contents Fair Value Measurement Fair value measurements are categorized in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets or liabilities include: a)quoted prices for similar assets or liabilities in active markets; b)quoted prices for identical or similar assets or liabilities in inactive markets; c)inputs other than quoted prices that are observable for the asset or liability; and d)inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 - Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure. Revenue Recognition The Company is principally engaged in the business of renting equipment. Ancillary to the Company’s principal equipment rental business, the Company also sells used rental equipment, new equipment and merchandise and consumables and offers certain services to support its customers. The Company’s rental transactions are accounted for under ASC Topic 842, Leases, (“Topic 842”), while the sale of rental and new equipment, merchandise and consumables along with certain services provided to customers are recognized under ASC Topic 606, Revenue from Contracts with Customers, (“Topic 606”). Sales and other tax amounts collected from customers and remitted to government authorities are accounted for on a net basis and, therefore, excluded from revenue. Lease revenues (Topic 842) Equipment rental revenue The Company offers a broad portfolio of equipment for rent. Equipment rental revenue includes revenue generated from renting equipment to customers and is recognized on a straight-line basis over the length of the rental contract. These lease contracts are operating leases under Topic 842. As the rental contracts can extend across reporting periods, the Company records unbilled rental revenues and deferred revenues at the end of reporting periods to ensure rental revenues earned is appropriately stated for the periods presented. Receivables from unbilled rental revenue is included in “Prepaid expenses and other assets” and deferred revenue is included in “Accrued expenses and other liabilities” in the consolidated balance sheet. Also included in equipment rental revenue is re-rent revenue in which the Company will rent specific pieces of equipment from vendors and then re-rent that equipment to its customers. Provisions for discounts, rebates to customers and other adjustments are provided for in the period the related revenue is recorded. Other Other equipment rental revenue is primarily comprised of fees for the Company’s loss damage waiver and environmental charges. Fees paid for the loss damage waiver allow customers to limit the risk of financial loss in the event the Company’s equipment is damaged or lost. Fees for the loss damage waiver and environmental recovery fees are recognized on a straight-line basis over the length of the rental contract. Revenues from contracts with customers (Topic 606) Delivery and pick-up is rental delivery and collection revenue which is recognized when the services are performed at the time of delivery or collection, respectively, and the performance obligation is therefore fulfilled. Other rental revenue: Other is primarily comprised of revenues associated with the consumption of fuel by our customers, erection and dismantling services provided and other ancillary services provided in connection with the rental of equipment. The company recognizes revenue as the services are provided. 72 Table of Contents Sales of rental equipment, new equipment, merchandise and consumables are recognized when control of the asset transfers to the customer, which is typically when the asset is picked up by, or delivered to, the customer and when significant risks and rewards of ownership have passed to the customer. The Company routinely sells its used rental equipment in order to manage repair and maintenance costs, as well as the composition, age and size of its fleet. The Company disposes of used equipment through a variety of channels including retail sales to customers and other third parties, sales to wholesalers, brokered sales and auctions. Sales of rental equipment in connection with trade-in arrangements with certain manufacturers from whom the Company purchases new equipment is accounted for at the lower of transaction value or fair value based on independent appraisals. If the trade-in price of a unit of equipment exceeds the fair market value of that unit, the excess is accounted for as a reduction of the cost of the related purchase of new rental equipment. The Company also sells new equipment, parts and supplies. The types of new equipment that the Company sells vary by location and include a variety of tools and supplies, small equipment, safety supplies and consumables. Also included in sales of new equipment, merchandise and consumables are other revenues earned from equipment management and similar services for rental customers. The Company recognizes the other revenue as the services are provided. Contract assets and liabilities The Company does not have material contract assets or contract liabilities associated with customer contracts. The Company’s contracts with customers do not generally result in material amounts billed to customers in excess of recognizable revenue. The Company did not recognize material revenue during the years ended April 30, 2026, 2025 or 2024 that was included in the contract liability balance as of the beginning of each period. Performance obligations Most of the Company’s revenue recognized under Topic 606 is recognized at a point-in-time, rather than over time. Accordingly, in any particular period, the Company does not recognize a significant amount of revenue from performance obligations satisfied in previous periods, and the amounts of such revenue recognized during the years ended April 30, 2026, 2025 and 2024 were not material. The Company also does not expect to recognize material revenue in the future related to performance obligations that were unsatisfied as of April 30, 2026. Payment terms The Topic 606 revenues do not include material amounts of variable consideration. The credit periods offered to customers vary according to the credit risk profiles of, and the invoicing conventions established in, the Company’s markets. The contractual terms on invoices issued to customers vary between North America and the U.K., in that invoices issued in the U.K. are payable within 30-60 days whereas invoices issued in North America are payable within 30 days. The contracts do not include a significant financing component. Contract estimates and judgments The revenues accounted for under Topic 606 do not require significant estimates or judgments, primarily for the following reasons: •The transaction price is generally fixed and stated on the Company’s contracts; •As noted above, the Company’s contracts generally do not include multiple performance obligations, and accordingly do not generally require estimates of the standalone selling price for each performance obligation; •The revenues do not include material amounts of variable consideration; and •Most of the Company’s revenue is recognized as of a point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. As noted above, the Topic 606 revenue is generally recognized at the time of delivery to, or pick-up by, the customer. The revenues accounted for under Topic 842 also do not require significant estimate or judgments. Insurance The Company is exposed to various claims, including those for which the Company provides self-insurance. Claims for which the Company self-insures include: (i) workers compensation claims; (ii) general liability claims by third parties for injury or property damage caused by our equipment or personnel; and (iii) automobile liability claims. These types of claims may take a substantial amount of time to resolve and, accordingly, the ultimate liability associated with a particular claim, including claims incurred but not reported as of a period-end reporting date, may not be known for an 73 Table of Contents extended period of time. The Company’s methodology for developing self-insurance reserves is based on management estimates and independent third-party actuarial estimates. The estimation process considers, among other matters, the cost of known claims over time, cost inflation and incurred but not reported claims. These estimates may change based on, among other things, changes in the Company’s claim history or receipt of additional information relevant to assessing the claims and the amount of the recorded liability is adjusted to reflect these changes. The related liability is recorded on a discounted basis, using the yield rate of 3-year and 5-year Treasury Rate, on a gross basis with a corresponding insurance receivable recognized when it is virtually certain that the reimbursement will be received and the amount of the receivable can be measured reliably. The short-term and long-term portion of the self-insurance liabilities are included in “Accrued expenses and other liabilities” and “Other long-term liabilities” in the consolidated balance sheet, respectively. The short-term and long-term portion of the insurance receivables are included in “Prepaid expenses and other assets” and “Other long-term assets” in the consolidated balance sheet, respectively. Retirement Benefits Plans Defined Contribution Plans The Company sponsors three defined contribution plans, which consist of a U.K. stakeholder scheme, a U.S. 401(K) retirement plan, and a U.S. 409A non-qualified deferred compensation plan. Obligations under the Company’s defined contribution plans are recognized as an expense in the consolidated income statement as incurred. Defined Benefit Pension Plans The Company has a U.K. defined benefit plan which was closed to new members in 2001 and closed to future accrual in October 2020. The plan is a funded defined benefit plan with trustee-administered assets held separately from those of the Company. During the year ended April 30, 2024, the corporate trustee was appointed as sole trustee to the plan. The Company’s employee pension costs and obligations under the defined benefit plans are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates, inflation rates, rates of increase in pensions in payment, mortality rates and other factors. The selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation, as well as independent studies of trends performed by actuaries. However, actual results may differ substantially from the estimates that were based on the assumptions. The Company uses an April 30 measurement date for the plan. While management believes that the assumptions used are appropriate, significant differences in actual experience or significant changes in assumptions would affect the Company’s defined benefit pension costs and obligations. In March 2024, the Trustees completed a buy-in transaction in relation to the Company’s defined benefit pension with the purchase of a bulk annuity policy covering the whole of the plan membership. As such, the Company now holds an insurance policy that is designed to provide cash flows that exactly match the value and timing of the benefits payable to the members it covers. Consequently, the Company is no longer exposed to investment, interest rate, inflation or life expectancy risk, or future funding requirements. The Company reflects the funded status of defined benefit pension and other postretirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The Company recognizes the actuarial gains/losses as an expense in the consolidated income statement. Stock-Based Compensation The Company operates stock-based incentive plans designed to reward and incentivize employees of the Company. Under these plans, performance stock units (“PSUs”) and restricted stock units (“RSUs”) have been granted for the Company’s common stock. The Company measures the cost of employee services received in exchange for an award based on the grant date fair value of the award, using a Monte Carlo simulation for the awards with a market condition on Total Shareholder Return (“TSR”) or based on the market share price. Monte Carlo simulations incorporate subjective assumptions, including expected volatility based on the historical volatilities of the Company and a representative peer group of publicly traded entities. Stock-based compensation awards in which there is an option to receive cash settlement are classified as liability-classified awards. Otherwise, all awards are accounted for as equity-classified awards. Cost of equity-classified awards are recognized using the straight-line method over the vesting period. Cost of liability-classified awards are recognized through the consolidated income statement on the grant date and remeasured at the end of each reporting period through the date of settlement. Changes in the fair value of the liability-classified compensation awards are recorded in the consolidated 74 Table of Contents income statement over the vesting period of the award. Awards are forfeited if an employee leaves the Company before vesting, unless “good leaver” status is granted. The Company recognizes forfeitures of stock-based compensation as they occur. PSU PSU awards are granted annually with vesting dependent on the achievement of certain market and performance conditions as well as service conditions including the employee remaining with the Company until the end of the performance period, typically three years. Some PSU awards were granted with an additional two-year post-vesting holding period. PSU awards are zero cost awards. While market and performance conditions relating to adjusted EPS, RoI, Leverage, Sustainability and Relative TSR were applicable at the time the awards were granted, following the U.S. Listing, certain modifications were made to the existing stock-based compensation plans, including that all performance conditions were deemed to have been met at 85.5% of maximum. Further details are set out in Note 20 to the consolidated financial statements. Nevertheless, the table below sets out details of those market and performance conditions which were applicable at the time the awards were granted, with achievement calculated as defined in the award agreement: PSU awards issued during the year ended April 30, Market and performance conditions applicable to the 2026 2025 2024 Adjusted EPS 30 % 30 % 25 % RoI 30 % 30 % 25 % Leverage N/A N/A 10 % Sustainability 10 % 10 % N/A Relative TSR 30 % 30 % 40 % RSU RSUs are granted annually with vesting periods ranging from one to four years, over which they vest in equal tranches. Some awards were granted with an additional one-year post-vesting holding period. Employee Share Ownership Trust Ashtead Group Limited (previously known as Ashtead Group plc) (“Ashtead”) operated the Employee Share Ownership Trust (“ESOT”) in connection with employee share plans. Shares in Ashtead were acquired by the ESOT in the open market and were presented as common stock held by the ESOT in the consolidated balance sheet. Shares held by the ESOT were used to satisfy share-based payments, with a transfer made from common stock held by the ESOT to retained earnings when awards were exercised. The ESOT had waived the right to receive dividends on the shares it held. The costs of operating the ESOT were borne by Ashtead but were not significant. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based upon the estimated future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense (benefit) in the period the tax rates are enacted. The Company’s deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of deferred tax assets for each of the jurisdictions in which they operate by assessing all positive and negative evidence. This includes historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the reversal of certain deferred tax liabilities, tax law carryback capability in the particular country, and prudent and feasible tax planning strategies. After evaluation of these factors, if the deferred tax assets are expected to be realized within the tax carryforward period allowed for that specific country, the Company would conclude that no valuation allowance would be required. To the extent that the deferred tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, the Company establishes a valuation allowance. 75 Table of Contents The Company has historically considered the undistributed earnings of foreign subsidiaries to be indefinitely reinvested, and accordingly, no taxes have been provided on such earnings. The Company regularly reviews its cash position and determination of indefinite reinvestment of foreign earnings. If it is determined that all or a portion of such foreign earnings would be repatriated, we may be subject to additional foreign withholding taxes and U.S. federal and state income taxes. The Company recognizes benefits from tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the positions. The tax benefits recognized in the combined financial statements from such positions are measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. Judgment is required in evaluating tax positions and determining unrecognized tax benefits. The Company re-evaluates the technical merits of its tax positions and may recognize the benefit of a tax position in certain circumstances, including when: (1) a tax examination is completed; (2) applicable tax laws change, including through a tax case ruling or legislative guidance; or (3) the applicable statute of limitations expires. The Company recognizes interest and penalties associated with income taxes in income tax expense (benefit) in the statement of operations. Earnings Per Share Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period determined using the treasury stock method. 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 entity’s 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 reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The guidance should be applied prospectively. The impact to the Company’s financial statements and related disclosures is not expected to be material. Internal Use Software. In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. This ASU is effective for fiscal years beginning after December 15, 2027 and early adoption is permitted. The amendments in this ASU can be applied prospectively, retrospectively, or with a modified transition approach. The Company is evaluating the effect of adopting this new accounting guidance. Accounting for Government Grants. In December 2025, the FASB issued Accounting Standards Update No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”) to establish authoritative guidance in U.S. GAAP for the recognition, measurement, presentation and disclosure of government grants received by for-profit entities. The guidance is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period. ASU 2025-10 should be applied utilizing a retrospective approach, or a modified transition approach. The Company is evaluating the effect of adopting this new accounting guidance. 76 Table of Contents 3. 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 77 Table of Contents 4. 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 contractual value of $20 million. The difference represents the Company's best estimate of the contractual cash flows that will not be collected. The above table is inclusive of measurement period adjustments for acquisitions made during the year ended April 30, 2025 which resulted in no change to net assets acquired and a $3 million decrease in goodwill. The following table reflects the fair values and weighted average useful lives of the acquired intangible assets identified based on the purchase accounting assessments: (In millions) Fair value Life (years) Customer lists $ 31 8 Software 1 7 Contract related 1 6 Total $ 33 The goodwill arising can be attributed to the key management personnel and workforce of the acquired businesses, to the benefits through advancing our market clusters and leveraging cross-selling opportunities, and to the synergies and other benefits the Company expects to derive from the acquisitions. The synergies and other benefits include eliminating duplicate costs, improving utilization of the acquired rental fleet, and using the Company's financial strength to invest in the acquired business and drive improved returns through a semi-fixed cost base and the application of the Company's proprietary software to optimize revenue opportunities. Goodwill of $62 million is expected to be deductible for income tax purposes. 78 Table of Contents Due to the post-acquisition integration of acquired businesses, including the transfer of rental equipment between locations, investment in rental fleet, consolidation of certain operations, and shared servicing of customers across locations, the Company determined it is impracticable to separately quantify the acquirees' revenue and earnings since their respective acquisition dates. The revenue and net income of these acquisitions from May 1, 2025 to their date of acquisition was not material. 2025 Acquisitions During the year ended April 30, 2025, the Company completed five acquisitions, consisting of four North America - General Tool acquisitions and one in the United Kingdom, each of which was individually immaterial. The aggregate consideration for the acquisitions was $141 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 adjusted during the measurement period, not to exceed one year as permitted under Topic 805, as we completed our analysis of the fair values. No material measurement-period adjustments were recorded upon finalization of the purchase price allocations, during the fiscal year ended April 30, 2025. (In millions) Total Accounts receivables (1) $ 7 Rental equipment 56 Property and equipment 3 Operating lease right-of-use assets 29 Intangible assets 25 Total identifiable assets acquired 120 Accounts payable, accrued expenses and other liabilities (3) Operating lease liabilities (29) Total liabilities assumed (32) Net identifiable assets acquired 88 Goodwill 53 Net assets acquired $ 141 (1) Accounts receivable had an estimated fair value of $7 million and a gross contractual value of $7 million. The difference represents the Company's best estimate of the contractual cash flows that will not be collected. The above table is inclusive of measurement period adjustments for acquisitions made during the year ended April 30, 2024 which resulted in no change to net assets acquired and a $5 million increase in goodwill. The following table reflects the fair values and weighted average useful lives of the acquired intangible assets identified based on the purchase accounting assessments: (In millions) Fair value Life (years) Customer lists $ 25 15 The goodwill arising can be attributed to the key management personnel and workforce of the acquired businesses, the benefits through advancing the clusters and leveraging cross-selling opportunities, and to the synergies and other benefits the Company expects to derive from the acquisitions. The synergies and other benefits include elimination of duplicate costs, improving utilization of the acquired rental fleet, using the Company’s financial strength to invest in the acquired business and drive improved returns through a semi-fixed cost base and the application of the Company’s proprietary software to optimize revenue opportunities. Goodwill of $46 million is expected to be deductible for income tax purposes. Due to the post-acquisition integration of acquired businesses, including the transfer of rental equipment between locations, investment in rental fleet, consolidation of certain operations, and shared servicing of customers across locations, the Company determined it is impracticable to separately quantify the acquirees' revenue and earnings since their respective acquisition dates. The revenue and net income of these acquisitions from May 1, 2024 to their date of acquisition was not material. 79 Table of Contents 5. 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 accounting in relation to the Company's property leases. Furthermore, segment results are stated before interest and taxation which are reported as central Company items. This is consistent with the way the CODM reviews the business. Segment performance and resource allocation are evaluated by the CODM using adjusted segment operating profit. The CODM is the primary individual in control of resource allocation. The most significant allocation determinations made by the CODM using the adjusted segment operating profit relates to purchases of rental equipment, and these determinations are generally made as part of the annual budgeting process, with regular financial and operational performance reviews occurring throughout the year that can result in allocation changes (for example, if a specific segment outperforms its plan, that could result in a reallocation of resources between segments or an increase in the total allocated resources). There are no material sales between the reportable segments. Capital expenditure represents additions to rental equipment, property and equipment, and includes additions through the acquisition of businesses. Segment assets exclude corporate assets, such as cash and cash equivalents, corporate facilities, goodwill, other intangible assets, and tax assets. 80 Table of Contents The following table sets forth financial information by segment for the years ended April 30, 2026, 2025 and 2024: North America (In millions) General Tool Specialty United Kingdom Total Year ended April 30, 2026 Equipment rentals $ 6,013 $ 3,505 $ 802 $ 10,320 Sales of rental equipment 324 77 50 451 Sales of new equipment, merchandise and consumables 170 133 80 383 Total revenues 6,507 3,715 932 11,154 Cost of rental equipment sales (273) (71) (38) (382) Staff costs(1) (1,325) (716) (267) (2,308) Depreciation (1,415) (545) (175) (2,135) Other segment items(2) (1,562) (1,207) (393) (3,162) Adjusted segment operating profit 1,932 1,176 59 3,167 Reconciliation of Adjusted Segment Operating Profit to income before provision for income taxes: Central costs(3) (866) Interest expense, net (387) Amortization of acquired intangibles (113) Income before provision for income taxes $ 1,801 Capital expenditures $ 1,579 $ 718 $ 158 $ 2,455 Segment assets $ 10,141 $ 3,813 $ 1,131 $ 15,085 Corporate 7,183 Total assets $ 22,268 Year ended April 30, 2025 Equipment rentals $ 5,889 $ 3,313 $ 778 $ 9,980 Sales of rental equipment 338 79 50 467 Sales of new equipment, merchandise and consumables 170 95 79 344 Total revenues 6,397 3,487 907 10,791 Cost of rental equipment sales (280) (73) (33) (386) Staff costs(1) (1,224) (677) (258) (2,159) Depreciation (1,384) (539) (171) (2,094) Other segment items(2) (1,416) (1,060) (372) (2,848) Adjusted segment operating profit 2,093 1,138 73 3,304 Reconciliation of Adjusted Segment Operating Profit to income before provision for income taxes: Central costs(3) (695) Interest expense, net (425) Amortization of acquired intangibles (114) Income before provision for income taxes $ 2,070 Capital expenditures $ 1,736 $ 537 $ 187 $ 2,460 81 Table of Contents North America (In millions) General Tool Specialty United Kingdom Total Segment assets $ 10,083 $ 3,623 $ 1,198 $ 14,904 Corporate 7,066 Total assets $ 21,970 Year ended April 30, 2024 Equipment rentals $ 5,826 $ 3,062 $ 742 $ 9,630 Sales of rental equipment 721 73 65 859 Sales of new equipment, merchandise and consumables 174 115 81 370 Total revenues 6,721 3,250 888 10,859 Cost of rental equipment sales (530) (66) (40) (636) Staff costs(1) (1,199) (696) (267) (2,162) Depreciation (1,259) (470) (164) (1,893) Other segment items(2) (1,339) (1,054) (364) (2,757) Adjusted segment operating profit 2,394 964 53 3,411 Reconciliation of Adjusted Segment Operating Profit to income before provision for income taxes: Central costs(3) (768) Interest expense, net (428) Amortization of acquired intangibles (121) Income before provision for income taxes $ 2,094 Capital expenditures $ 3,219 $ 1,180 $ 266 $ 4,665 (1)Staff costs comprise of salaries, related benefits and retirement costs. (2)Other segment items comprise of spares, vehicle, facility and other miscellaneous costs. (3)Central costs comprise of corporate costs incurred to run the business as a whole including costs associated with the Company’s support functions, technology expenditure and the accounting adjustment to reflect ASC 842 lease accounting in relation to the Company’s property leases, as well as other items not allocated to segments, including other (income) expense, net. This also includes non-recurring costs related to the operational restructure of the United Kingdom segment and the Redomiciliation. 82 Table of Contents The Company’s operations are located in the United States, Canada and the United Kingdom. Revenue by geographic region is allocated to individual countries based on the location of stores. The following table presents geographic area information for the years ended April 30, 2026, 2025 and 2024: (In millions) United States Canada United Kingdom Total Year ended April 30, 2026 Equipment rentals $ 8,837 $ 681 $ 802 $ 10,320 Sales of rental equipment 371 30 50 451 Sales of new equipment, merchandise and consumables 270 33 80 383 Total revenues $ 9,478 $ 744 $ 932 $ 11,154 Rental equipment, net $ 9,711 $ 758 $ 755 $ 11,224 Property and equipment, net $ 1,724 $ 181 $ 158 $ 2,063 Operating lease right-of-use assets 2,280 282 102 2,664 Year ended April 30, 2025 Equipment rentals $ 8,587 $ 615 $ 778 $ 9,980 Sales of rental equipment 384 33 50 467 Sales of new equipment, merchandise and consumables 233 32 79 344 Total revenues $ 9,204 $ 680 $ 907 $ 10,791 Rental equipment, net $ 9,759 $ 765 $ 816 $ 11,340 Property and equipment, net $ 1,688 $ 169 $ 181 $ 2,038 Operating lease right-of-use assets 2,138 278 107 2,523 Year ended April 30, 2024 Equipment rentals $ 8,321 $ 567 $ 742 $ 9,630 Sales of rental equipment 742 52 65 859 Sales of new equipment, merchandise and consumables 244 45 81 370 Total revenues $ 9,307 $ 664 $ 888 $ 10,859 6. 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 83 Table of Contents 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. - Federal 1 232 U.S. - State and local 16 14 Other 13 (3) Total deferred 42 236 Total provision (benefit) for income taxes $ 517 $ 522 84 Table of Contents For the period ended April 30, 2026, the Company was a tax resident in the U.S. Therefore, the Company utilized the U.S. statutory rate within the following reconciliation of the provision (benefit) for income taxes. Year Ended April 30, (In millions) 2026 Computed tax at statutory rate $ 378 21 % State and local income taxes, net of federal benefit 75 4 % Foreign tax effects 16 1 % Tax credits (1) — % Nondeductible or nontaxable items 10 — % Changes in unrecognized tax benefits (2) — % Effective tax rate $ 476 26 % State and local taxes in Florida, California, New York, Virginia, Illinois, Georgia, and Tennessee make up the majority (greater than 50%) of the tax effect in the state and local tax category. For the periods ended April 30, 2025, and April 30, 2024, the Company was a tax resident in the U.K. Therefore, the Company utilized the U.K. statutory rate within the following reconciliation of the provision (benefit) income taxes: Year Ended April 30, (In millions) 2025 2024 Computed tax at statutory rate $ 517 25 % $ 523 25 % Foreign tax effects United States Statutory tax rate difference (81) (4) % (84) (4) % State and local tax 70 3 % 77 4 % Other 4 — % 1 — % Other foreign jurisdictions 1 — % 2 — % Nondeductible or nontaxable items 6 1 % 3 — % Effective tax rate $ 517 25 % $ 522 25 % There are no effects of changes in tax law or rates enacted in the periods, effects of cross-border tax laws, tax credits, changes in valuation allowances or changes in unrecognized tax benefits which are material for separate disclosure. Income tax paid (refunded) for the period ended April 30, 2026, is as follows: Year Ended April 30, (In millions) 2026 U.S. - Federal $ 233 U.S. - State and local (1) 73 Foreign Canada 30 Other (4) Total income taxes paid $ 332 (1)Income taxes paid to state jurisdictions are individually immaterial. 85 Table of Contents Income tax paid (refunded) in periods ended April 30, 2025, and April 30, 2024, were as follows: Year Ended April 30, (In millions) 2025 2024 United Kingdom $ (41) $ 1 Foreign U.S. - Federal 397 149 U.S.- State and local 63 89 Other 6 7 Total income taxes paid $ 425 $ 246 The components of deferred income tax assets (liabilities) are as follows: April 30, (In millions) 2026 2025 Deferred tax assets: Lease liabilities $ 738 $ 696 Accruals and reserves 196 172 Net operating loss and credit carryforwards 29 28 Capital loss carryforwards 15 15 Interest carryforwards — 1 Other deferred tax assets 5 — Gross deferred tax assets 983 912 Valuation allowances (24) (18) Total net deferred tax assets 959 894 Deferred tax liabilities: Property and equipment (2,502) (2,400) Right of use assets (680) (644) Intangibles (152) (131) Other deferred tax liabilities (19) (7) Gross deferred tax liabilities (3,353) (3,182) Net deferred tax liabilities $ (2,394) $ (2,288) As of April 30, 2026, the Company has gross net operating loss carryforwards (“NOLs”) of $9 million related to U.S. federal jurisdictions that may be carried forward indefinitely. In addition, the Company had $297 million of gross NOL carryforwards related to U.S. state jurisdictions that may be carried forwarded indefinitely, as well as $128 million of gross NOL carryforwards related to U.S. state jurisdictions that will expire between 2038 and 2041. The Company also had $32 million of gross NOL carryforwards related to the U.K. jurisdictions that may be carried forward indefinitely. A valuation allowance has been provided where it is more likely than not that the deferred tax assets related to those operating loss carryforwards or gross temporary differences will not be realized. The following table presents the changes in the carrying amount of the valuation allowance for each of the three years in the period ended April 30, 2026: Year Ended April 30, (In millions) 2026 2025 2024 Balance at beginning of year $ 18 $ 13 $ 27 Increase (decrease) in valuation allowance $ 6 $ 4 $ (14) Foreign exchange — 1 — Balance at end of year $ 24 $ 18 $ 13 We file income tax returns in the United States, Canada, and the United Kingdom and are subject to audits until the respective statutes of limitation expire. The tax years that remain subject to examination as of April 30, 2026, are 2023-2025 for the United States, 2025 for the United Kingdom and 2022-2024 for Canada. The Company has ongoing U.S. 86 Table of Contents state and local audits for tax years 2018-2025; however, we do not expect any material assessment to arise from these audits. The following table provides a reconciliation of the total amounts of unrecognized tax benefits, which may impact effective tax rate if recognized: Year Ended April 30, (In millions) 2026 2025 2024 Balance at beginning of year $ 5 $ 5 $ 5 Gross increases related to prior period positions — — — Gross decreases related to prior period positions — — — Gross decreases related to expiration of statute of limitations (2) — — Foreign exchange — — — Balance at end of year $ 3 $ 5 $ 5 The Company recognizes benefits from tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the positions. The tax benefits recognized in the consolidated financial statements from such positions are measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. The Company recognizes interest and penalties in the income tax provision in the consolidated statements of income. As part of the unrecognized tax benefits balance for the years ended April 30, 2026, 2025 and 2024, the Company had accrued interest and penalties of $1 million. For the years ended April 30, 2026, 2025 and 2024, there was no movement reported in income tax expense related to interest and penalties. The Company considers the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested. If it is determined that all or a portion of such foreign earnings are no longer indefinitely reinvested, the Company may be subject to federal, state, or withholding taxes on these undistributed earnings. As of April 30, 2026, unremitted earnings of foreign subsidiaries were $2,167 million. Determination of the amount of unrecognized deferred tax liability on these unremitted earnings is not practicable. On July 4, 2025, new tax legislation (the “Act”) was enacted in the United States. The Act, among other things, permanently reinstated 100 percent bonus depreciation, permanently reinstated the EBITDA approach for calculating the business interest limitation, permanently reinstated the immediate expensing of certain U.S. domestic research and experimental expenditures, and made modifications to the international tax framework. The legislation has had no material impact on our effective rate; however, it has decreased our U.S. income tax liability and increased our deferred tax liability. We will continue to evaluate the full impact of the legislation as additional guidance becomes available. To facilitate the relisting as a U.S. parented group, the Company, along with other intermediary steps, completed a U.K. court-sanctioned scheme and an internal spin-off (the “Reorganization”.) The Reorganization replaced Ashtead Group plc (“Former Parent”) with a new U.S. holdings company, Sunbelt Rentals Holdings, Inc (“Sunbelt”), and distributed the U.S. operating group from Former Parent to Sunbelt. The Company determined that the Reorganization qualifies as tax-free under the applicable sections of the U.S. Federal and U.K. tax law. In making these determinations, management applied relevant tax law to the facts and obtained third party legal and tax opinions related to the concluded tax treatment. If the Reorganization were later determined to fail to qualify for tax-free treatment, the Company could be subject to significant liabilities, and there could be material adverse impacts on the Company’s business, financial condition, results of operations and cash flows in future reporting periods. 7. Inventory Inventory consists of the following: April 30, (In millions) 2026 2025 Raw materials, consumables and spares $ 92 $ 75 Goods for resale 88 72 Inventory $ 180 $ 147 87 Table of Contents 8. Prepaid Expenses and Other Current Assets Prepaid Expenses and Other Current Assets consist of the following: April 30, (In millions) 2026 2025 Prepayments $ 88 $ 164 Accrued income 144 123 Other (1) 122 85 Other current assets $ 354 $ 372 (1)“Other” is comprised of self-insurance assets, current tax receivable and various sundry receivable amounts, which are individually immaterial. 9. Rental Equipment, Net Rental equipment consists of the following: April 30, (In millions) 2026 2025 Rental equipment $ 19,231 $ 18,567 Less: accumulated depreciation (8,007) (7,227) Rental equipment, net $ 11,224 $ 11,340 Amounts due but unpaid for purchases of rental equipment was $387 million and $225 million as of April 30, 2026 and 2025, respectively. These balances are included in “Accounts payable” and “Accrued expenses and other liabilities” in the consolidated balance sheet. Amounts receivable but unpaid for sales of rental equipment was $122 million and $99 million as of April 30, 2026 and 2025, respectively. These balances are included in “Accounts receivable, net of allowance for credit losses.” 10. Property and Equipment, net Property, plant and equipment, net consists of the following: April 30, (In millions) 2026 2025 Land and buildings $ 1,367 $ 1,252 Motor vehicles 1,613 1,541 Office and workshop equipment 594 548 Property and equipment $ 3,574 $ 3,341 Less: accumulated depreciation (1,511) (1,303) Property and equipment, net $ 2,063 $ 2,038 Depreciation expense was $323 million, $301 million and $258 million for the years ended April 30, 2026, 2025 and 2024, respectively, and is included in “Non-rental depreciation and amortization” in the Company’s consolidated statements of income. 88 Table of Contents 11. 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 for the U.K. reporting unit as of October 31, 2025, followed by an annual test as of March 31, 2026. No impairment was recognized as a result of these tests, but the fair value of the United Kingdom reporting unit was not substantially in excess of its carrying value and hence is sensitive to changes in key assumptions, including the discount rate, terminal value, projected revenue growth, EBITDA margin, and capital expenditure requirements. Future modest adverse changes in actual or forecasted operating results, market multiples, discount rates, capital expenditure requirements, or other market participant assumptions could result in the fair value of the U.K. reporting unit declining below its carrying value and could require the Company to recognize a goodwill impairment charge in a future period. While we believe that our discounted cash flows are based upon reasonable and appropriate assumptions, which are weighted for their likely probability of occurrence, about our underlying business activities, many of the factors used in assessing the fair value are outside of the control of management. Accordingly, the underlying assumptions and estimates may change in the future, which could materially affect the estimate of the fair value of a reporting unit and, thus, the likelihood and amount of potential impairment. Other intangible assets were comprised of the following: April 30, 2026 (In millions) Gross Carrying Amount Accumulated Amortization Net Amount Customer lists $ 1,198 $ (885) $ 313 Contract related 125 (119) 6 Internal use software 110 (91) 19 Brand names 30 (30) — Total $ 1,463 $ (1,125) $ 338 89 Table of Contents April 30, 2025 (In millions) Gross Carrying Amount Accumulated Amortization Net Amount Customer lists $ 1,161 $ (772) $ 389 Contract related 124 (115) 9 Internal use software 104 (69) 35 Brand names 30 (30) — Total $ 1,419 $ (986) $ 433 Amortization expense on other intangible assets was $135 million, $135 million and $136 million for the years ended April 30, 2026, 2025 and 2024, respectively. As of April 30, 2026, estimated amortization expense for other intangible assets for each of the next five years and thereafter was as follows: Year-ending April 30, Total (in millions) 2027 $ 109 2028 64 2029 46 2030 38 2031 30 Thereafter 51 Total $ 338 12. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following: April 30, (In millions) 2026 2025 Accrued compensation and benefit costs $ 290 $ 298 Customer rebates 108 101 Deferred revenues 99 75 Accrued interest 70 72 Accrued capital expenditures 121 61 Operating expenses and other(1) 479 384 Accrued expenses and other liabilities $ 1,167 $ 991 (1)“Operating expenses and other liabilities” is comprised of finance lease liabilities and various accounts payable accruals pertaining to professional fees, utilities and administrative expenses, which are individually immaterial. 90 Table of Contents 13. Insurance Provisions As of April 30, 2026, estimated payments for insurance provisions for each of the next five years and thereafter was as follows: Year-ending April 30, (in millions) 2027 $ 65 2028 44 2029 30 2030 19 2031 11 Thereafter 24 Total 193 Less amount representing interest (24) Insurance provisions $ 169 As of April 30, 2026, $65 million was recognized in “Accrued expenses and other liabilities” and $104 million was recognized in “Other long-term liabilities.” 14. 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 basis points. The applicable interest rate is based on Secured Overnight Financing Rate (“SOFR”) for U.S. dollar loans, Canadian Overnight Repo Rate Average (“CORRA”) for Canadian dollar loans and Sterling Overnight Interbank Average (“SONIA”) for sterling loans. The borrowing rate was the applicable interest rate plus 125 basis points and the weighted average interest rate was 4.718% and 5.242% as of April 30, 2026 and 2025, respectively. The only financial performance covenant under the ABL Facility is a fixed charge ratio (comprising last 12-month (“LTM”) earnings before interest, taxes, depreciation, and amortization (“EBITDA”) before exceptional items less LTM 91 Table of Contents net capital expenditure paid in cash over the sum of scheduled debt repayments plus cash interest, cash tax payments and dividends paid in the last 12 months) which must be equal to or greater than 1.0 times. This covenant does not, however, apply when excess availability (the difference between the borrowing base and facility utilization, taking into account borrowing base amounts in excess of the revolving commitments, subject to certain limitations) exceeds $475 million. Excess availability under the ABL Facility for covenant purposes was $3,540 million and $3,616 million as of April 30, 2026 and 2025, respectively, meaning that the covenant was not measured for the periods presented and is unlikely to be measured in forthcoming quarters. Senior notes The senior notes are guaranteed by the Company and substantially all of the Company's material direct and indirect subsidiaries, other than Ashtead Capital, Inc., the issuer (“Ashtead Capital”). The senior notes and the related guarantees rank senior in right of payment with all of the existing and future debt that is subordinated in right of payment to the senior notes and the guarantees and rank equally in right of payment with all of the existing and future debt that is not subordinated in right of payment to the senior notes and the guarantees. The senior notes are effectively subordinated to existing and future secured debt, including the ABL Facility, to the extent of the value of the collateral securing such debt, and structurally subordinated to all of the liabilities of the subsidiaries that do not guarantee the senior notes. The indentures governing the senior notes contains certain covenants including limitations on the creation of liens to secure debt, the entrance into sales and lease back transactions, and the sale of all or substantially all of its properties and assets or the merger and consolidation with or into another company. The covenants are subject to important exceptions and qualifications. Upon the occurrence of certain events constituting a change of control or change of control triggering event, as defined in the applicable indenture, the Company is required to offer to purchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The embedded prepayment options included within the senior notes are either closely related to the host debt contract or immaterial, and are not accounted for separately. As of April 30, 2026, the Company had nine series of senior notes outstanding as follows. $550 million 1.500% senior notes due 2026. On August 12, 2021, Ashtead Capital issued $550 million principal amount of 1.500% Senior Notes which are due August 12, 2026. Interest on the notes is payable on February 12 and August 12 of each year, beginning on February 12, 2022. The Company may redeem the notes, in whole or in part, at any time prior to July 12, 2026 (one month prior to the maturity date), at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus the applicable make-whole premium, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In addition, at any time on or after July 12, 2026, the Company may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption on the principal amount of the notes to be redeemed. $600 million 4.375% senior notes due 2027. On August 9, 2017, Ashtead Capital issued $600 million principal amount of 4.375% Senior Notes which are due August 15, 2027. Interest on the notes is payable on February 15 and August 15 of each year, beginning on February 15, 2018. The Company may redeem the notes, in whole or in part, at any time prior to the maturity date at a redemption price of 100% plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Ashtead Capital may also redeem the notes at a redemption price of 100% of the principal amount thereof outstanding, plus accrued and unpaid interest, if any, to the date of redemption. $600 million 4.000% senior notes due 2028. On November 4, 2019, Ashtead Capital issued $600 million principal amount of 4.000% Senior Notes which are due May 1, 2028. Interest on the notes is payable on May 1 and November 1 of each year, beginning on May 1, 2020. The Company may redeem the notes, in whole or in part, at any time prior to the maturity date by paying the applicable redemption price plus accrued and unpaid interest, if any, to the date of redemption. $600 million 4.250% senior notes due 2029. On November 4, 2019, Ashtead Capital issued $600 million principal amount of 4.250% Senior Notes which are due November 1, 2029. Interest on the notes is payable on May 1 and November 1 of each year, beginning on May 1, 2020. The Company may redeem the notes, in whole or in part, at any time prior to the maturity date by paying the applicable redemption price plus accrued and unpaid interest, if any, to the date of redemption. $750 million 2.450% senior notes due 2031. On August 12, 2021, Ashtead Capital issued $750 million principal amount of 2.450% Senior Notes which are due August 12, 2031. Interest on the notes is payable on February 12 and August 12 of each year, beginning on February 12, 2022. Ashtead Capital may redeem the notes, in whole or in part, at any time prior to May 12, 2031 (three months prior to the maturity date), at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus the applicable make-whole premium, plus accrued and unpaid interest, if any, to 92 Table of Contents but excluding the date of redemption. In addition, at any time on or after May 12, 2031, Ashtead Capital may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption on the principal amount of the notes to be redeemed. $750 million 5.500% senior notes due 2032. On August 11, 2022, Ashtead Capital issued $750 million principal amount of 5.500% Senior Notes which are due August 12, 2032. Interest on the notes is payable on February 11 and August 11 of each year, beginning on February 11, 2023. Ashtead Capital may redeem the Notes, in whole or in part, at any time prior to May 11, 2032 (three months prior to the maturity date), at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus the applicable make-whole premium, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In addition, at any time on or after May 11, 2032, Ashtead Capital may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption on the principal amount of the notes to be redeemed. $750 million 5.550% senior notes due 2033. On January 30, 2023, Ashtead Capital issued $750 million principal amount of 5.550% Senior Notes which are due May 30, 2033. Interest on the notes is payable on May 30 and November 30 of each year, beginning on May 30, 2023. Ashtead Capital may redeem the notes, in whole or in part, at any time prior to February 28, 2033 (three months prior to the maturity date), at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus the applicable make-whole premium, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In addition, at any time on or after February 28, 2033, Ashtead Capital may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption on the principal amount of the notes to be redeemed. $750 million 5.950% senior notes due 2033. On July 27, 2023, Ashtead Capital issued $750 million principal amount of 5.950% Senior Notes which are due October 15, 2033. Interest on the notes is payable on April 15 and October 15 of each year, beginning on October 15, 2023. Ashtead Capital may redeem the notes, in whole or in part, at any time prior to July 15, 2033 (three months prior to the maturity date), at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus the applicable make-whole premium, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In addition, at any time on or after July 15, 2033, Ashtead Capital may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption on the principal amount of the notes to be redeemed. $850 million 5.800% senior notes due 2034. On January 29, 2024, Ashtead Capital issued $850 million principal amount of 5.800% Senior Notes which are due April 15, 2034. Interest on the notes is payable on April 15 and October 15 of each year, beginning on October 15, 2024. Ashtead Capital may redeem the notes, in whole or in part, at any time prior to January 15, 2034 (three months prior to the maturity date), at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus the applicable make-whole premium, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In addition, at any time on or after January 15, 2034, Ashtead Capital may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption on the principal amount of the notes to be redeemed. Maturities Debt maturities (exclusive of unamortized original issue premiums and unamortized debt costs) for each of the next five years and thereafter as of April 30, 2026 (in millions): For the year-ending April 30, 2027 $ 550 2028 598 2029 598 2030 2,018 2031 — Thereafter 3,819 Total debt $ 7,583 93 Table of Contents 15. 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 lease costs of $28 million, $25 million and $25 million for the years ended April 30, 2026, 2025 and 2024, respectively, and short term lease costs of $2 million, $1 million and $2 million for the years ended April 30, 2026, 2025 and 2024, respectively. 94 Table of Contents April 30, Lease term and discount rate 2026 2025 Weighted-average remaining lease term (years) Operating leases 15 15 Finance leases 21 21 Weighted-average discount rate Operating leases 5.29 % 5.21 % Finance leases 4.48 % 4.12 % Year Ended April 30, (In millions) 2026 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 287 $ 268 $ 243 Operating cash flows from finance leases 7 9 7 Financing cash flows from finance leases 18 18 12 Lease assets obtained in exchange for new operating lease liabilities 268 227 385 Lease assets obtained in exchange for new finance lease liabilities 10 17 22 Maturity of lease liabilities as of April 30, 2026(in millions) Operating leases Finance leases 2027 $ 298 $ 20 2028 294 19 2029 290 15 2030 287 10 2031 277 9 Thereafter 2,867 191 Total 4,313 264 Less amount representing interest (1,449) (93) Present value of lease liabilities 2,864 171 16. 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. 95 Table of Contents Defined benefit plan The following table provides a reconciliation of benefit obligations and plan assets of the Company’s 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, 2026 2025 2024 Discount rate 6.2 % 5.6 % 5.2 % Inflation assumption RPI 3.2 % 2.9 % 3.2 % CPI 2.7 % 2.3 % 2.7 % Rate of pension increase in payment 3.0 % 2.8 % 3.0 % Expected return on plan assets 6.2 % 5.6 % 5.2 % The following table sets forth the net periodic pension cost (benefit): (In millions) Year Ended April 30, 2026 2025 2024 Components of net periodic pension cost (benefit) Interest cost $ 5 $ 4 $ 4 Expected return on plan assets (5) (4) (4) Net amortization of actuarial net loss — — 22 Net periodic pension cost $ — $ — $ 22 The discount rate used is the yield at the balance sheet date on AA-rated corporate bonds. The calculation is performed by a qualified actuary using the projected unit credit method. 96 Table of Contents The plan’s assets are invested in the following asset classes along with their fair value hierarchy: (In millions) Year Ended April 30, 2026 2025 Asset category Insurance policies Level 2 81 82 Total $ 81 $ 82 The following table presents estimated future benefit payments (in millions): Year-ending April 30, 2027 $ 5 2028 5 2029 6 2030 6 2031 6 Thereafter 32 Total $ 60 17. 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 future financial performance of the businesses acquired. The fair value is estimated based on internal financial projections prepared in relation to the acquisition with the contingent consideration 97 Table of Contents discounted to present value using a discount rate in line with the Company’s cost of debt. Details of the movement in the fair value during the year are as follows: April 30, (In millions) 2026 2025 Beginning balance $ 18 $ 31 Acquired businesses 16 4 Settled — (13) Released (8) (5) Amortization of discount 1 1 Ending balance $ 27 $ 18 Equity investments without a readily observable fair value of $32 million as of April 30, 2026 and 2025 are included in “Other long-term assets” in the consolidated balance sheets. The investments are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, and as such classified within Level 3 of the fair value hierarchy. During the year ended April 30, 2026 and 2025, no impairment losses were recognized. There was no activity related to such investments during the year ended April 30, 2026. Details of the movement in the fair value during the year are as follows: April 30, (In millions) 2026 2025 Beginning balance $ 32 $ 57 Loss for the year — (25) Ending balance $ 32 $ 32 18. 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 commitments at the year end. 98 Table of Contents 19. Stockholders' Equity The following table presents a summary of the Company’s 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. Ashtead’s 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 2,500,000,000 shares of common stock and 25,000,000 shares of preferred stock, par value $0.01 per share. No preferred stock has been issued as at April 30, 2026. Treasury Stock On February 26, 2026, the Company cancelled all Ashtead Group plc ordinary shares held in treasury in connection with its U.S. listing and the Scheme. On March 2, 2026, the Company commenced a new share repurchase program of shares of Sunbelt Rentals Holdings, Inc. common stock up to $1.5 billion, which was previously announced on December 9, 2025. At April 30, 2026, the Company had made $259 million repurchases and these shares are reflected as treasury stock. Employee Share Ownership Trust (“ESOT”) The ESOT was previously established in connection with the Company’s long-term incentive plans. During fiscal 2026, the Company commenced the termination of the ESOT with all outstanding shares sold. 99 Table of Contents 20. 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 January 2026 relating to participants that chose to defer in accordance with their 409A plan. These awards are reclassified to equity six months after the performance and service conditions were met if they have not been exercised. The remaining 1,464,823 awards were reclassified upon modification of the scheme on March 2, 2026. The total fair value of the stock-based compensation awards related to liability-classified long-term incentive awards that vested was $23 million, $98 million and $33 million during the years ended April 30, 2026, 2025 and 2024, respectively. As of April 30, 2026, there were no liability-classified awards under the long-term incentive plans. As of April 30, 2025, $14 million was recognized as a long-term liability for the liability-classified awards under the long-term incentive plans in the “Other long-term liabilities” and $17 million was recognized as a short-term liability for the liability-classified awards under the long-term incentive plans in the “Accrued expenses and other liabilities” on the consolidated balance sheet. 100 Table of Contents Equity-classified awards A summary of the transactions within the Company's equity-classified long-term incentive awards is as follows: Shares Weighted-Average Fair Value Outstanding as of April 30, 2025 543,686 $ 60.97 (1) Granted (2) 857,533 69.86 Exercised (51,971) 33.96 Expired/lapsed (150,006) 51.72 Impact of modification (55,903) 60.73 Reclassification from liability-classified awards (3) 1,497,110 73.35 Outstanding and exercisable as of April 30, 2026 2,640,449 $ 71.94 (1)We have revised the weighted-average fair value of awards outstanding as of April 30, 2025 from $44.41 to $60.97 to correct the amount previously disclosed in our Registration Statement on Form 10. This revision does not affect the Company's consolidated balance sheets, statement of income, or statement of cash flows, and is limited to the disclosures above. (2)199,852 awards granted under the Ashtead Plan and 657,681 awards granted under the 2026 Plan. (3)32,287 awards reclassified from liability-classified awards in January 2026 relating to participants that chose to defer to accordance with their 409A plan. These awards are reclassified to equity six months after the performance and service conditions were met if they have not been exercised. The remaining 1,464,823 awards were reclassified upon modification of the scheme on March 2, 2026. The total fair value of the stock-based compensation awards that vested was $5 million, $8 million and $6 million during the years ended April 30, 2026, 2025 and 2024, respectively. As of April 30, 2026, there was $95 million of total unrecognized compensation cost related to the equity-classified awards expected to be recognized over a weighted-average period of one year. The weighted average remaining contractual term of the equity-classified share options outstanding as of April 30, 2026 was eight years. Stock-based compensation expense The expenses and associated income tax benefits recognized are as follows: Year Ended April 30, (In millions) 2026 2025 2024 Liability-classified awards Compensation expense (credit) $ 41 $ (14) $ 87 Impact of modification 15 — — Income tax (benefit) expense (13) 2 (23) Total $ 43 $ (12) $ 64 Equity-classified awards Compensation expense (credit) $ 24 $ 5 $ 5 Income tax benefit (6) — — Total $ 18 $ 5 $ 5 The Company’s stock-based compensation expense is included in “Selling, general and administrative expenses” in the Company’s consolidated statements of income. 101 Table of Contents Assumptions The following assumptions were used in the Monte Carlo simulation model for the long-term incentive awards: Year Ended April 30, 2026 2025 2024 Expected volatility 32.20% 32.80% - 32.82% 32.43% - 32.44% Risk-free interest rate 3.83% - 3.84% 3.79% - 3.82% 4.40% - 4.83% Expected term 3.00 1.00 - 2.00 1.00 - 2.00 Dividend yield 0.00% 0.00% 0.00% On March 2, 2026, all existing plans were modified. At this date, the fair value of the equity-classified awards was $73.79 per share. 21. Earnings per Share The following table sets forth the computation of basic and diluted earnings per share: Year Ended April 30, (In millions, except per share amounts) 2026 2025 2024 Numerator: Net income $ 1,325 $ 1,553 $ 1,572 Denominator: Denominator for basic earnings per share—weighted-average common shares 420,382,197 435,873,592 436,988,043 Effect of dilutive securities: Employee share options and share plan awards 624,871 1,078,328 2,349,673 Denominator for diluted earnings per share—weighted-average common shares 421,007,068 436,951,920 439,337,716 Basic earnings per share $ 3.15 $ 3.56 $ 3.60 Diluted earnings per share $ 3.15 $ 3.55 $ 3.58 22. 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. 102 Table of Contents 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 the restructuring liabilities. (In millions) Employee Related Cost Other Restructuring Cost Total Restructuring Cost Liability balance as of April 30, 2025 $ — $ — $ — Net charges to earnings 8 1 9 Cash paid (5) — (5) Liability balance as of April 30, 2026 $ 3 $ 1 $ 4 The accruals related to the restructuring costs have been presented in “Accrued expenses and other liabilities” in the Company's consolidated balance sheets. 23. Subsequent Events Subsequent to the balance sheet date, the Company completed the acquisition 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. 103 Table of Contents