EARNINGS PER SHARE

Basic earnings per share is calculated using the two-class method as the Company’s convertible preferred stock

is considered a participating security because these shares participate in dividends on an as-converted basis with

common stock. The two-class method requires an allocation of earnings to all participating securities. Basic earnings

per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average

number of common shares outstanding for the period. The participating securities are notrequired to participate in

the losses of the Company, and therefore during periods of loss there is no allocation required under the two-class

method between common and participating securities. The Company calculated diluted earnings per share using the

more dilutive of either the two-class, if-converted method or the treasury stock method. For the years ended

December 31, 2025, 2024 and 2023 the two-class, if-converted method and the treasury stock method yielded the

same result. Diluted earnings per common share is computed by dividing net (loss) income attributable to common

shareholders by the weighted average number of common shares plus the effect of dilutive potential common shares

outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per common share (In millions):


	Years Ended December 31,
	2025	2024	2023
Basic earnings per common share:
Net income ...........................................................................................	$40	$3	$17
Loss (income) attributable to noncontrolling interests ........................	–	–	–
Less: Deemed dividends on perpetual preferred stock ........................	(37)	(40)	(32)
Net (loss) income attributable to common shareholders .................	3	(37)	(15)
Less: Earnings allocated to participating securities .............................	(2)	–	–
Net (loss) income attributable to common shareholders - Basic .....	1	(37)	(15)
Weighted average common shares outstanding - Basic .......................	78	77	75
Basic earnings (loss) per common share ..............................................	$0.01	$(0.48)	$(0.20)


	Years Ended December 31,
	2025	2024	2023
Diluted earnings per share:
Net income ...........................................................................................	$40	$3	$17
Loss (income) attributable to noncontrolling interests ........................	–	–	–
Less: Deemed dividends on perpetual preferred stock ........................	(37)	(40)	(32)
Net (loss) income attributable to common shareholders - Diluted ..	3	(37)	(15)
Weighted average common shares outstanding ...................................	78	77	75
Dilutive effect of employee stock options ...........................................	6	—	—
Dilutive effect of participating securities .............................................	142	—	—
Weighted average common shares outstanding - Diluted ....................	226	77	75
Diluted earnings (loss) per common share ...........................................	$0.01	$(0.48)	$(0.20)

Employee stock options of 8,620,913 and 7,317,487 were excluded from the calculation of diluted earnings per

share as of December 31, 2024 and 2023, respectively, as a result of their anti-dilutive effect. In addition,

convertible preferred shares of 141,986,676 and 141,959,043, which are considered participating securities, were

excluded from the calculation of diluted earnings per share as of December 31, 2024 and 2023, respectively, as a

result of their anti-dilutive effect.

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

EquipmentShare.com Inc Earnings Per Share Disclosure

About Earnings Per Share Disclosures

Other Available Disclosures