ACQUISITIONS

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITIONS

ACQUISITIONS

The Company accounts for business combinations using the acquisition method as defined in Topic 805.

Management uses its best estimates and assumptions to value the assets acquired and liabilities assumed at the

acquisition date. Such estimates are inherently uncertain and may be subject to refinement. As a result, during the

measurement period of up to one year from the acquisition date, the Company may record adjustments to the

acquisition accounting, to the extent new information becomes available.

The Morey Corporation

Prior to 2022, the Company acquired a 49.9% noncontrolling ownership interest in Morey, a business that

designs, manufactures, and sells custom electronic components, including telematics tracker devices and cloud-

based access control keypads. The Company installs telematics tracker devices and access control keypads on its

rental equipment, as well as equipment owned by third-parties who purchase subscriptions to the Company’s T3

platform (software-as-a-service). On September 19, 2025, the Company entered into a stock purchase agreement to

acquire 218,492 shares of common stock of Morey, representing fifty and one-tenths percent (50.1%) of the

outstanding ownership interest in Morey. The estimated acquisition-date fair value of the purchase price for the

50.1% controlling ownership interest in Morey was $33 million, including: (i) cash of $11 million, plus (ii) the

issuance of 533,333 shares of the Company’s common shares with an acquisition-date estimated fair value of $9

million, plus (iii) the repayment of $13 million of debt owed by Morey at closing. 

Pursuant to the accounting guidance under Topic 805 in connection with a business combination achieved in

stages, the Company used a provisional estimate of Morey’s equity value to remeasure its previously held 49.9%

noncontrolling ownership interest in Morey from $14 million to its acquisition-date estimated fair value of $22

million, recognizing a gain of $8 million, included in other income, net on the accompanying  consolidated

statements of net income for the year ended December 31, 2025. The Company measured the previously held

interest based upon the acquisition price of the remaining 50.1% interest acquired, inclusive of a control premium

consideration. The transaction resulted in Morey becoming a wholly-owned subsidiary of the Company.

The table below summarizes the fair values of the assets acquired and liabilities assumed. The purchase price

allocation for these assets and liabilities are based on preliminary valuations and are subject to change as the

Company obtains additional information during the acquisition measurement period (In millions):

Cash and cash equivalents ....................	$2
Accounts receivable .............................	11
Inventories ............................................	16
Prepaid costs and other assets ..............	1
Property and equipment .......................	5
Capitalized software .............................	1
Right of use assets, operating ...............	16
Investment in 10G LLC (joint venture)	10
Intangible assets ...................................	26
Total identifiable assets acquired ......	88
Accounts payable .................................	(16)
Accrued liabilities .................................	(4)
Other liabilities .....................................	(3)
Operating lease liabilities .....................	(16)
Total liabilities assumed .....................	$(39)
Net identifiable assets acquired ............	49
Goodwill (1) ...........................................	$6
Net assets acquired .............................	$55

(1)Goodwill is assigned to all other business activities. The Company has not yet obtained all information required to finalize the valuation of

intangible assets acquired. Accordingly, the fair value of net identifiable assets acquired and goodwill could change from the amounts

presented in this table upon the finalization of the fair value assumptions for identifiable intangible assets acquired. None of the goodwill is

expected to be deductible for income tax purposes.

Assuming the acquisition of the controlling ownership interest in Morey had occurred as of January 1, 2024, the

pro forma effect on revenue and earnings are not material to the consolidated statements of net income.

Building Materials and Hardware Retail Stores

During the year ended December 31, 2025, the Company, through its wholly owned subsidiaries, entered into

six separate purchase agreements to acquire substantially all of the business operations of nine building supplies,

lumber, and hardware retail stores for an aggregate purchase price of $18 million, of which $17 million was paid. No

goodwill resulted from these transactions. The purchase price was preliminarily allocated to the estimated fair value

of net assets acquired as of their respective acquisition dates, including $4 million of accounts receivable, $10

million of inventories, $4 million of property and other fixed assets, $1 million of accounts payable, and $0.3 million

of accrued liabilities. Assuming the acquisition of these businesses were consummated as of January 1, 2024, the pro

forma effect on revenue and earnings are not material to the consolidated financial statements.

During 2024, the Company, through its wholly owned subsidiaries, entered into four separate purchase

agreements to acquire substantially all of the business operations of five building supplies, lumber, and hardware

stores for an aggregate purchase price of $7 million, which was paid in cash. The purchase prices were allocated to

the estimated fair value of net assets acquired as of their respective acquisition dates, including $1 million to

accounts receivable, $4 million to inventories, and $2 million to property and other fixed assets. Refer to Note 20,

Related Party Transactions, for additional information. Management uses its best estimates and assumptions to

value the assets acquired and liabilities assumed at the acquisition date. Such estimates are inherently uncertain and

may be subject to refinement. As a result, during the measurement period within one year from the acquisition date,

the Company recorded adjustments to the acquisition accounting, to the extent new information became available

including, but not limited to, management's assessment of inventories, vehicles, furniture, fixtures and

improvements. These transactions resulted in approximately $1 million of tax-deductible goodwill.

Countless Supply and B&B Warehouse

On April 30, 2025, the Company entered into purchase agreements to acquire substantially all of the assets and

operations of  construction industrial supplies businesses known as Countless Supply and B&B Warehouse, located

in Deer Park, Texas, for an aggregate purchase price of $8 million, which was paid in cash. The purchase price was

preliminarily allocated to the estimated fair value of net assets acquired of $3 million and $5 million to goodwill,

respectively. The goodwill relating to these acquisitions is expected to be deductible for income tax purposes over a

fifteen year period. Assuming the acquisition of these businesses had occurred as of January 1, 2024, the pro forma

effect on revenue and earnings would not have been material to the consolidated financial statements.