RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2025

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Transactions with Investee

The Company purchased telematics tracker devices from an equity method investee totaling approximately $11

million, $22 million and $8 million for the years ended December 31, 2025, 2024 and 2023, respectively. Design

and development services paid to the same equity method investee were $1 million, $1 million and $1 million for the

years ended December 31, 2025, 2024 and 2023, respectively, and included in selling, general and administrative

expenses on the consolidated statements of net income. Amounts owed to the same equity method investee, included

in accounts payable, were $1 million as of December 31, 2024, and these amounts are included in accounts payable

on the consolidated balance sheets.

In connection with the acquisition of Morey (see Note 22), the Company acquired a 50.1% ownership interest in

10G, a joint venture arrangement accounted for under the equity method. For the period from September 19, 2025,

to December 31, 2025, the Company recognized revenue from sales to 10G of $9 million, which are included in

telematics platform revenue on the consolidated statements of net income. At December 31, 2025, the Company had

amounts due from 10G of $2 million, which are included in accounts receivable on the consolidated balance sheets,

and amounts owed to 10G of $0.2 million, which are included in accounts payable on the consolidated balance

sheets.

The Company holds a 26.95% noncontrolling interest in Powers (see Note 8). The Company purchases

insurance coverage through a wholly owned subsidiary of Powers, acting as an agent. For the year ended

December 31, 2025, the Company purchased insurance policies through this equity method investee and recognized

$8 million of insurance expense in selling, general and administrative expenses on the consolidated statements of net

income. At December 31, 2025, the Company had $2 million of prepaid insurance related to these policies, which

are included in prepaid costs on the consolidated balance sheets.

Transactions with Entities Owned or Controlled by the Co-Founders

The Company has entered into various transactions with related party entities either owned or controlled by the

Company’s Chief Executive Officer or the President.

Revenues

During the years ended December 31, 2025, 2024 and 2023, the Company recognized the following revenues

from transactions with entities owned or controlled by the Co-Founders:

•Approximately $3 million, $15 million and $25 million, respectively, of equipment rental and related

services revenues, including equipment rental revenues whereby the Company acts as an agent in the rental

arrangement.

•$128 million, $346 million and $196 million, respectively, of equipment sales revenues. A portion of the

equipment sales for the years ended December 31, 2025, 2024 and 2023, were agent OEM transactions and

the related cost of the equipment sold of $49 million, $70 million, and $115 million, respectively, is

presented net of the associated equipment sales revenues for these periods on the consolidated statements of

net income. The equipment sold was subsequently listed on the Company’s marketplace under the OWN

Program.

•$4 million, $4 million and $7 million, respectively, of equipment parts, supplies and services revenues; and

$1 million, $1 million and zero, respectively, of T3 telematics services revenues relating to equipment

enrolled under the OWN Program.

In addition, the Company recognized $2 million and $0.1 million for the years ended December 31, 2025 and

2024, respectively, in sales of building materials and hardware supplies to the Co-Founders, which are included in

other platform revenues on the consolidated statements of income. There were no similar sales during 2023.

OWN Program payouts

OWN Program payouts to entities owned or controlled by the Co-Founders were $40 million, $74 million and

$56 million for the years ended December 31, 2025, 2024 and 2023, respectively, included in cost of revenues on

the consolidated statements of net income. At December 31, 2024, the Company had accrued expenses under the

OWN Program due to entities owned or controlled by the Co-Founders of $4 million. At December 31, 2025, there

were no accrued expenses under the OWN Program due to entities owned or controlled by the Co-Founders.

Assignment of property site purchase rights and construction developer fees

For the years ended December 31, 2025 and 2024, the Company recognized $3 million and $5 million,

respectively, of other miscellaneous income for the assignment of new property site purchase rights and related

transaction services and $5 million and $1 million, respectively, for construction developer fees provided to entities

owned or controlled by the Co-Founders. These amounts are included in other income, net on the consolidated

statements of net income. There were no such amounts recognized during 2023.

Accounts receivable and other current assets

At December 31, 2025 and 2024, the Company had receivables due from entities owned or controlled by the

Co-Founders related to the transactions described above in the amounts of $19 million and $36 million, respectively,

which are included in accounts receivable or other current assets on the consolidated balance sheets.

Leases

The Company leases or has leased certain properties, facilities, vehicles, and aircraft for its operations under

various lease arrangements with entities owned or controlled by the Co-Founders. Lease expenses associated with

various operating lease arrangements with entities owned or controlled by the Co-Founders were $4 million, $4

million and $3 million for the years ended December 31, 2025, 2024 and 2023, respectively, which are included in

direct operating costs or selling, general and administrative expenses on the consolidated statements of net income.

At December 31, 2025, the Company had operating lease right of use assets and operating lease liabilities under

lease arrangements with entities owned or controlled by the Co-Founders of $6 million and $6 million, respectively.

At December 31, 2024, the Company had operating lease right of use assets and operating lease liabilities under

lease arrangements with entities owned or controlled by the Co-Founders of $33 million and $30 million,

respectively.

The Company recognized variable lease expense, short-term rental expense, and other miscellaneous expenses,

which are included in direct operating costs or selling, general and administrative expenses on the consolidated

statements of net income, of $3 million, $0.4 million and $1 million for the years ended December 31, 2025, 2024

and 2023, respectively, primarily relating to certain leases and short-term rentals from entities owned or controlled

by the Co-Founders.

During the years ended December 31, 2025 and 2024, the Company made payments of $3 million and $1

million under property finance lease arrangements with entities owned or controlled by the Co-Founders,

respectively. At December 31, 2025 and 2024, the Company had finance lease liabilities under finance lease

arrangements with entities owned or controlled by the Co-Founders of $29 million and $30 million, respectively.

During the year ended December 31, 2025, the Company acquired from the Co-Founders operating lease

arrangements for a fleet of vehicles, certain properties, and other contractual rights where the lessor or counterparty

is a third-party and, as a result, the Company recognized operating lease liabilities of $26 million with a

corresponding amount to right-of-use assets.

Purchases of rental equipment, parts, supplies and other

During the years ended December 31, 2025 and 2024, the Company purchased $22 million and $133 million,

respectively, of equipment previously enrolled in the OWN Program from entities owned or controlled by the Co-

Founders. The equipment purchased was added to the Company’s rental fleet, and is included in rental equipment,

net, on the consolidated balance sheets. There were no equipment purchases from entities owned or controlled by the

Co-Founders during 2023.

During the year ended December 31, 2025, the Company also purchased containers and vehicles for

approximately $5 million and other miscellaneous equipment, parts and supplies for $1 million from an entity

owned or controlled by the Co-Founders. The containers and vehicles purchased were added to the Company’s

rental equipment and are included in rental equipment, net on the consolidated balance sheets.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized other expenses for

transactions with entities owned or controlled by the Co-Founders in the amounts of $1 million, $0.1 million, and

$0.1 million, respectively, which are included in selling, general and administrative expenses on the consolidated

statements of net income.

Purchases of property and other fixed assets

During the years ended December 31, 2025, 2024 and 2023, entities owned or controlled by the Co-Founders

provided construction services to the Company in the amounts of $0.4 million, $1 million and $1 million,

respectively, which were capitalized to property and other fixed assets.

Accounts payable

At December 31, 2025 and 2024, amounts due to entities owned or controlled by the Co-Founders were $0.1

million and $0.4 million, respectively, which are included in accounts payable on the consolidated balance sheets.

Cash equivalents

During the years ended December 31, 2025 and 2024, the Company deposited $15 million and $5 million,

respectively, into a money market account at a financial institution in which the Co-Founders have an ownership

interest. As of December 31, 2025 and 2024, the Company had an aggregate of $21 million and $5 million,

respectively on deposit in a money market account with this financial institution, which is included in cash and cash

equivalents on the consolidated balance sheets. For the year ended December 31, 2025, the funds on deposit earned

$1 million of interest income, which is included in other income, net on the consolidated statements of net income.

Interest income earned on deposits during the year ended December 31, 2024 was de minimus.

Acquisitions

On December 12, 2024, the Company, through its wholly owned subsidiary, acquired substantially all of the

business operations of two building supplies, lumber, and hardware stores from an entity that is owned or ultimately

controlled by the Co-Founders for an aggregate purchase price of $2 million. The purchase price was preliminarily

allocated to the estimated fair value of net assets acquired at the acquisition date, including $0.4 million to accounts

receivable, $1 million to inventories, and $0.4 million to property and other fixed assets. No goodwill resulted from

this transaction.

The Company does not provide any financial support or guarantee any debt of the related party entities involved

in the transactions described above.