01—Abstract
Summary
Summary of the 10-Q filed March 12, 2026. Cited figures are marked; the original filing is the authoritative source.
Sunbelt Rentals Holdings, Inc.'s 10-Q presents the historical results of Ashtead Group plc, its accounting predecessor, for the three and nine months ended January 31, 2026.
Sunbelt Rentals Holdings, Inc. became the parent holding company on February 27, 2026, through a U.K. court-sanctioned scheme of arrangement, and its common stock began trading under the symbol SUNB on the NYSE and LSE on March 2, 2026. For the nine months, total revenues rose 1.7% to $8,400 milliona and equipment rentals revenue rose 2.0% to $7,800 million, but operating income fell to $1,771 million from $1,983 million and net income decreased 10.2% to $1,099 million. Diluted EPS was $2.59 versus $2.79.
Adjusted EBITDA was $3,610 millionb versus $3,671 million. Cash generation remained strong. Net cash from operating activities was $2,834 million, and free cash flow was $1,428 million, up from $782 million, mainly because rental equipment purchases fell to $1,440 million from $2,054 million.
The company repurchased $1,047 millionc of its own shares in the nine months and paid $307 million in dividends. Total debt was $7,644 million, with $549 million due in August 2026, and $1,489 million was drawn on the $4,750 million ABL facility. The company also began a new share repurchase program of up to $1.5 billion on March 2, 2026.
The filing discloses a material weakness in internal controls over the classification of debt between current and noncurrent liabilities, which led to a restatement of the six-month results ended October 31, 2025. Management concluded that disclosure controls were not effective as of January 31, 2026, and remediation controls began in February 2026. The company also recorded $40 milliond of U.K. restructuring costs in the nine months, with about $42 million expected for fiscal 2026.
02—Key points
Key Highlights
- Nine-month total revenues rose 1.7% to $8,400 million, while operating income declined to $1,771 million from $1,983 million.
- Nine-month net income fell 10.2% to $1,099 million; third-quarter net income decreased 10.8% to $290 million.
- Free cash flow increased to $1,428 million from $782 million, driven by lower payments for rental equipment purchases ($1,440 million versus $2,054 million).
- Shareholder returns included $1,047 million of share repurchases and $307 million of dividends paid in the nine months; a new program of up to $1.5 billion commenced March 2, 2026.
- Total debt was $7,644 million at January 31, 2026, including $549 million of short-term debt, and $1,489 million was drawn on the $4,750 million ABL facility.
- Management reported a material weakness in controls over debt classification, which resulted in a restatement, and concluded disclosure controls were not effective.
- The Scheme of Arrangement completed February 27, 2026, making Sunbelt Rentals Holdings, Inc. the successor issuer, with shares exchanged one-for-one and trading as SUNB from March 2, 2026.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in Q3 FY2026, Sunbelt Rentals Holdings kept $0.11.
- Revenue$2.64B100.0%
- Cost of revenue−$1.65B62.7%
- Gross profit$984.0M37.3%
- Operating costs−$492.0M18.7%
- Operating income$492.0M18.7%
- Interest, other & tax−$202.0M7.7%
- Net income$290.0M11.0%
04—Financials
Financial Highlights
Figures from 10-QQ3 FY2026filed March 12, 2026Financial Statements
Q3 FY2026 against Q3 FY2025
| Line item | Q3 FY2026Q3 FY2025 | Change |
|---|---|---|
| Revenue | $2.64B$2.57B | +2.7% |
| Cost of Revenue | $1.65B$1.58B | +4.8% |
| Gross Profit | $984.00M$990.00M | −0.6% |
| SG&A Expenses | $379.00M$347.00M | +9.2% |
| Operating Income | $492.00M$532.00M | −7.5% |
| Net Income | $290.00M$325.00M | −10.8% |
| EPS (Basic) | $0.69$0.74 | −6.8% |
| EPS (Diluted) | $0.69$0.74 | −6.8% |
| Shares Outstanding (Basic) | 417.54M436.51M | −4.3% |
| Shares Outstanding (Diluted) | 417.98M437.27M | −4.4% |
05—Questions
Frequently Asked Questions
Why do the financial statements belong to Ashtead Group plc rather than Sunbelt Rentals Holdings, Inc.?
Sunbelt Rentals Holdings, Inc. was a shell with no assets, liabilities or operations before the Scheme. The filing therefore presents Ashtead Group plc as the accounting predecessor. Its historical results will be reported within Sunbelt Rentals Holdings, Inc. from February 27, 2026, onward.
How did the business perform in the nine months ended January 31, 2026?
Total revenues rose 1.7% to $8,400 million, and equipment rentals revenue rose 2.0% to $7,800 million. Operating income declined to $1,771 million from $1,983 million, largely reflecting higher staff costs, a larger fleet, and higher SG&A, including $37 million of relisting-related legal and professional fees. Net income fell 10.2% to $1,099 million.
What is the material weakness, and is it resolved?
The company did not maintain effective controls over assessing the classification of debt as current or noncurrent. This led to a restatement of the condensed financial statements for the six months ended October 31, 2025. Remediation controls began in February 2026, but the weakness will not be considered remediated until those controls have operated effectively over a sufficient period.
What are the company's liquidity and capital allocation priorities?
At January 31, 2026, cash was $39 million and $3,230 million was available under the ABL facility. Management believes these sources are sufficient for the next 12 months. The company plans to fund operating needs, fleet purchases, debt service, acquisitions, dividends and share repurchases, and it commenced a new repurchase program of up to $1.5 billion on March 2, 2026.
What is the company's debt profile?
Total debt was $7,644 million, of which 81% bears fixed interest and 19% floating. The $549 million 1.500% senior notes due August 2026 are classified as short-term. The ABL facility carries interest at the benchmark rate plus 125 basis points, and a 1% change in rates would affect pre-tax profits by approximately $15 million.
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