As filed with the Securities and Exchange Commission on August 24, 2026.

Registration No. 333-         ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Aggreko Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

7th Floor Sentinel Building
103 Waterloo Street
Glasgow, G2 7BW, United Kingdom
+44 (0) 141 551 6000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

James O’Malley
Aggreko
281 Tresser Blvd, Suite 1002
Stamford, CT 06901

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐​

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

______________________

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standard Codification after April 5, 2012.

​

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED            , 2026

PRELIMINARY PROSPECTUS

Ordinary Shares

This is the initial public offering of ordinary shares of Aggreko Inc. We are offering       ordinary shares.

Prior to this offering, there has been no public market for our ordinary shares. We expect that the initial public offering price will be between $       and $      per ordinary share. We have applied to list our ordinary shares on the New York Stock Exchange (“NYSE”) under the symbol “AGKO.”

We are a “foreign private issuer” under applicable Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See “Summary—Implications of Being a Foreign Private Issuer.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 25 of this prospectus.

(1)

See “Underwriting (Conflicts of Interest)” for a description of all compensation payable to the underwriters.

​

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional      ordinary shares from us at the initial public offering price less the underwriting discounts and commissions to cover over-allotments, if any.

The underwriters expect to deliver the ordinary shares against payment in New York, New York, on or about        , 2026.

(*listed in alphabetical order)

The date of this prospectus is      , 2026

TABLE OF CONTENTS

Through and including       , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We and the underwriters have not authorized anyone to provide any information or to make any representations other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters have not authorized any other person to provide you with different or additional information. Neither we nor the underwriters are making an offer to sell the ordinary shares in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United States and elsewhere solely on the

i

basis of the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of ordinary shares and the distribution of this prospectus outside the United States.

We are an exempted company incorporated under the laws of the Cayman Islands. Under the rules of the Securities and Exchange Commission (the “SEC”), we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Moreover, a number of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States.

ii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Basis of Presentation and Reporting

In connection with the consummation of this offering, we will effect certain reorganization transactions as described below, which we refer to collectively as the “Reorganization Transactions.” See “Summary—​Our Structure / Reorganization Transactions.” Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the Reorganization Transactions and the consummation of this offering. The historical consolidated financial statements of JVCo (as defined herein) and Aggreko Inc. included in this prospectus and the historical consolidated financial and other information of JVCo included in the “Summary” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus do not give effect to the Reorganization Transactions and the consummation of this offering.

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “Aggreko,” the “Company,” “we,” “our,” “us” or similar terms refer to Aggreko Inc., the issuer of the ordinary shares offered hereby, and its consolidated subsidiaries immediately following the consummation of the Reorganization Transactions and the consummation of this offering.

Albion JVCo Limited (“JVCo”), which after the Reorganization Transactions will be a 100% owned and controlled subsidiary of the Company and the holding company of the Aggreko group (the “Group”), was incorporated under the laws of England and Wales on February 25, 2021, and is the historical reporting company of the Group for the consolidated financial statements and other financial information included in this prospectus, and as such, references to the “Company” in the consolidated financial statements and other financial information included in this prospectus (which are prior to the formation of Aggreko Inc.) are to JVCo and its consolidated subsidiaries.

All references to “U.S. dollars,” “USD,” “dollars” or “$” are to the U.S. dollar and all references to “EUR” or “€” are to the euro.

Reporting Year

Our fiscal year is a 52-week or 53-week period ending the Saturday closest to the last day in December. Fiscal year 2025 represented the 53 weeks ended January 3, 2026, fiscal year 2024 represented the 52 weeks ended December 28, 2024, and fiscal year 2023 represented the 52 weeks ended December 30, 2023, respectively. Unless otherwise indicated, references to years in this prospectus relate to fiscal years rather than calendar years.

Exchange Rate Information

The U.S. dollar has been our consolidated reporting currency since 2023. We provide engineered energy and temperature solutions in over 80 countries. Certain of our subsidiaries transact business and report their financial information in countries with functional currencies other than the U.S. dollar. Accordingly, our results of operations are subject to currency effects, primarily foreign currency translation exposure. However, transaction-related exposures at our subsidiaries are limited because both revenue and costs are largely incurred in their respective functional currencies. For our subsidiaries in countries with a functional currency other than the U.S. dollar, income and losses are translated into U.S. dollars at average exchange rates, and assets and liabilities are translated into U.S. dollars at closing exchange rates for the corresponding fiscal year. Fluctuations in exchange rates against the U.S. dollar will give rise to period-on-period differences in our results of operations. The foreign currency impact is calculated by taking the current-period numbers and re-translating them at the prior-period average exchange rates.

iii

The following table illustrates the principal exchange rates which affected the Group’s results.

*

Presented only in connection with discontinued operations.

​

Non-GAAP Financial Measures

We report our financial results in accordance with accounting principles generally accepted in the United States (“GAAP”); however, management believes evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP financial measures. Specifically, management reviews Underlying Revenue, Segment Underlying Revenue, Underlying Operating Income, Adjusted EBIT, Adjusted EBITDA, Adjusted EBITDA Margin, Return on Capital Employed, and Adjusted EBIT excluding Amortization of Intangible Assets, each of which is a non-GAAP financial measure, to manage our business, make planning decisions, evaluate our performance and allocate resources, and we consider them to be effective indicators, for both management and investors, of our financial performance over time.

We believe that each of the non-GAAP financial measures above helps investors and analysts in comparing our results across reporting periods on a consistent basis. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures, including net income and cash flows from operating activities.

These non-GAAP financial measures are not universally consistent calculations, limiting their usefulness as comparative measures. Other companies may calculate similarly titled financial measures differently than we do or may not calculate them at all. Additionally, these non-GAAP financial measures are not measurements of financial performance or liquidity under GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine our non-GAAP financial measures in conjunction with our historical consolidated financial statements and notes thereto included in this prospectus.

For definitions of each of the non-GAAP measures referred to above and presented herein, and a reconciliation of each such non-GAAP financial measure to the most directly comparable GAAP financial measure, see “Summary Historical Financial and Other Information—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Our financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included in this prospectus.

Rounding

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. With respect to financial information set out in this prospectus, a dash (“-”) signifies that the relevant figure is not available or not applicable, while a zero (“0.0”) signifies that the relevant figure is available but is or has been rounded to zero.

iv

Market and Industry Data

Market data and certain industry forecast data used in this prospectus, included in “Industry Overview” and elsewhere in this prospectus, were obtained from management estimates and reports, research surveys, studies and similar data prepared by market research firms and other third parties, including:

•

International Energy Agency, Electricity 2026, February 6, 2026

​

•

International Energy Agency, Global Energy Review 2026, April 20, 2026

​

•

International Energy Agency, Key Questions on Energy and AI, April 16, 2026

​

•

International Energy Agency, World Energy Investment 2025, June 5, 2025

​

•

International Energy Agency, World Energy Investment 2026, May 28, 2026

​

•

International Energy Agency, Electricity Grids and Secure Energy Transitions, October 17, 2023

​

•

Capgemini, The resurgence of manufacturing: Reindustrialization of Europe and the US – 2026

​

•

The U.S. Department of Energy, Onsite Energy Program

​

•

Electric Power Research Institute, five-year waits and rising costs: How demand is redefining the gas turbine market, March 23, 2026

​

•

International Institute for Sustainable Development, New Analysis Shows Governments Spent Five Times More Public Money on Fossil Fuels than Renewables, Putting Energy Security at Risk, April 27, 2026

​

•

Ember, Global Electricity Review 2026, April 21, 2026

​

•

International Renewable Energy Agency, Transitioning away from fossil fuels: A roadmap powered by renewables, electrification and grid enhancement, International Renewable Energy Agency, May 20, 2026

​

•

Third-party reports that were commissioned by us.

​

Management estimates used in this prospectus are based on an amalgamation of information from the Company’s own internal research plus third-party sources, including those listed above. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share. In addition, while we are not aware of any misstatements regarding any market, industry or similar data presented herein, this data involves risks and uncertainties and is necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. See “Cautionary Statement Regarding Forward-Looking Statements.”

Trademarks, Service Marks and Trade Names

We own various trademarks, service marks and trade names used in this prospectus that are important to our business, including our corporate logo and AGGREKO, certain of which are registered or for which applications for registration are pending in the United States and other jurisdictions. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may be listed without the ®, ™​ and ℠ symbols, but we will assert, to the fullest extent under applicable law, our rights to such trademarks, service marks and trade names.

v

1

​	Net Revenue by Region (%)	​	​	​	Net Revenue by Sector (%)	​	​	​	Net Revenue by Customer (%)	​
​		​	​	​		​	​	​		​

2

3

4

5

6

7

8

​	Contract Duration as % of 2025 Net Revenue	​	​	​	Secured Net Revenue(1) as of July 2025 and July 2026 ($ in millions)(2)	​
​		​	​	​		​

9

10

11

12

13

14

​

15

​

16

17

18

19

​

20

​

​

​

​

Six Months Ended

​

​

​

​

​

​

Years ended

​

​

​

​

​

July 4, 2026

​

​

​

June 28, 2025

​

​

​

​

​

​

January 3, 2026

​

​

​

December 28, 2024

​

​

​

December 30, 2023

​

​

​

​

​

($ in millions, except per-share data)

​

​

​

​

​

​

($ in millions, except per-share data)

​

​

Net revenues

​

​

​

​

$

1,918

​

​

​

​

​

$

1,496

​

​

​

​

​

​

​

​

$

3,416

​

​

​

​

​

$

2,854

​

​

​

​

​

$

2,505

​

​

​

Total operating expenses, net

​

​

​

​

​

(1,617)

​

​

​

​

​

​

(1,197)

​

​

​

​

​

​

​

​

​

(2,725)

​

​

​

​

​

​

(2,272)

​

​

​

​

​

​

(2,062)

​

​

​

Operating income

​

​

​

​

$

301

​

​

​

​

​

$

299

​

​

​

​

​

​

​

​

$

691

​

​

​

​

​

$

582

​

​

​

​

​

$

443

​

​

​

Income (loss) before income tax expense

​

​

​

​

$

127

​

​

​

​

​

$

(145)

​

​

​

​

​

​

​

​

$

43

​

​

​

​

​

$

294

​

​

​

​

​

$

44

​

​

​

Income tax expense

​

​

​

​

​

(47)

​

​

​

​

​

​

(51)

​

​

​

​

​

​

​

​

​

(134)

​

​

​

​

​

​

(197)

​

​

​

​

​

​

(143)

​

​

​

Net income (loss) from continuing operations

​

​

​

​

$

80

​

​

​

​

​

$

(196)

​

​

​

​

​

​

​

​

$

(91)

​

​

​

​

​

$

97

​

​

​

​

​

$

(99)

​

​

​

Net income (loss) from discontinued operations, net of tax expense of $0 and $6 million for six months ended July 4, 2026 and June 28, 2025, respectively and $15 million, $8 million, and $9 million for the years ended January 3, 2026, December 28, 2024 and December 30, 2023, respectively

​

​

​

​

​

—

​

​

​

​

​

​

7

​

​

​

​

​

​

​

​

​

(22)

​

​

​

​

​

​

(63)

​

​

​

​

​

​

(46)

​

​

21

​

​

​

​

Six Months Ended

​

​

​

​

​

​

Years ended

​

​

​

​

​

July 4, 2026

​

​

​

June 28, 2025

​

​

​

​

​

​

January 3, 2026

​

​

​

December 28, 2024

​

​

​

December 30, 2023

​

​

​

​

​

($ in millions, except per-share data)

​

​

​

​

​

​

($ in millions, except per-share data)

​

​

Net income (loss)

​

​

​

​

$

80

​

​

​

​

​

$

(189)

​

​

​

​

​

​

​

​

$

(113)

​

​

​

​

​

$

34

​

​

​

​

​

$

(145)

​

​

​

Earnings (loss) per share (EPS) data:(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted EPS from continuing operations

​

​

​

​

$

28,216

​

​

​

​

​

$

(87,810)

​

​

​

​

​

​

​

​

$

(36,948)

​

​

​

​

​

$

5,650

​

​

​

​

​

$

(48,790)

​

​

​

Basic and diluted EPS from discontinued operations

​

​

​

​

$

—

​

​

​

​

​

$

3,017

​

​

​

​

​

​

​

​

$

(9,483)

​

​

​

​

​

$

(5,085)

​

​

​

​

​

$

(20,219)

​

​

​

Pro forma EPS data (unaudited):(2)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted pro forma EPS from continuing operations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted pro forma EPS from discontinued operations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted pro forma weighted-average number of ordinary shares used in computing pro forma EPS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

July 4, 2026

​

​

​

January 3, 2026

​

​

​

December 28, 2024

​

​

​

​

​

($ in millions)

​

​

Total assets

​

​

​

​

$

8,303

​

​

​

​

​

$

7,670

​

​

​

​

​

$

6,243

​

​

​

Total liabilities

​

​

​

​

$

8,806

​

​

​

​

​

$

7,578

​

​

​

​

​

$

5,626

​

​

​

Total mezzanine equity and shareholders’ equity

​

​

​

​

$

(503)

​

​

​

​

​

$

92

​

​

​

​

​

$

617

​

​

22

​

​

​

​

Six Months Ended

​

​

​

​

​

​

Years Ended

​

​

​

​

​

July 4, 2026

​

​

​

June 28, 2025

​

​

​

​

​

​

January 3, 2026

​

​

​

December 28, 2024

​

​

​

December 30, 2023

​

​

​

​

​

($ in millions)

​

​

​

​

​

​

($ in millions)

​

​

Net cash provided by operating activities

​

​

​

​

$

51

​

​

​

​

​

$

139

​

​

​

​

​

​

​

​

$

428

​

​

​

​

​

$

434

​

​

​

​

​

$

300

​

​

​

Net cash used in investing activities

​

​

​

​

$

(563)

​

​

​

​

​

$

(475)

​

​

​

​

​

​

​

​

$

(1,167)

​

​

​

​

​

$

(733)

​

​

​

​

​

$

(987)

​

​

​

Net cash provided by financing activities

​

​

​

​

$

448

​

​

​

​

​

$

400

​

​

​

​

​

​

​

​

$

720

​

​

​

​

​

$

296

​

​

​

​

​

$

689

​

​

​

​

​

​

Six Months Ended

​

​

​

​

​

​

Years Ended

​

​

​

​

​

July 4, 2026

​

​

​

June 28, 2025

​

​

​

​

​

​

January 3, 2026

​

​

​

December 28, 2024

​

​

​

December 30, 2023

​

​

​

​

​

($ in millions)

​

​

​

​

​

​

($ in millions)

​

​

Underlying Revenue(1)

​

​

​

​

$

1,821

​

​

​

​

​

$

1,455

​

​

​

​

​

​

​

​

​

$

3,251

​

​

​

​

​

$

2,713

​

​

​

​

​

$

2,332

​

​

​

Underlying Operating Income(2)

​

​

​

​

$

307

​

​

​

​

​

$

289

​

​

​

​

​

​

​

​

​

$

687

​

​

​

​

​

$

567

​

​

​

​

​

$

442

​

​

​

Adjusted EBIT(3)

​

​

​

​

$

326

​

​

​

​

​

$

296

​

​

​

​

​

​

​

​

​

$

717

​

​

​

​

​

$

597

​

​

​

​

​

$

487

​

​

​

Adjusted EBITDA(4)

​

​

​

​

$

647

​

​

​

​

​

$

542

​

​

​

​

​

​

​

​

​

$

1,260

​

​

​

​

​

$

1,055

​

​

​

​

​

$

903

​

​

​

Adjusted EBITDA Margin(5)

​

​

​

​

​

34%

​

​

​

​

​

​

36%

​

​

​

​

​

​

​

​

​

37%

​

​

​

​

​

​

37%

​

​

​

​

​

​

36%

​

​

​

​

​

​

Last Twelve Months Ended

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Years Ended

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July 4, 2026

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January 3, 2026

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December 28, 2024

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Return on Capital Employed(6)

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21.2%

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23.2%

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24.6%

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RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below as well as the other information included in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included in this prospectus, before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our ordinary shares could decline due to any of these risks, and, as a result, you may lose all or part of your investment. See “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Business

A slowdown in economic conditions or adverse changes in the level of economic activity or other economic factors specific to our customers or their sectors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our customers use our engineered energy and temperature solutions in a wide variety of sectors, including, but not limited to, utilities, building services and infrastructure, oil and gas, petrochemical and refining, mining, manufacturing, events and data centers. Many of these sectors are cyclical in nature and such cyclicality in certain sectors may trail the general economic cycle, which may lengthen the effects of any downturn. Although we are well diversified by region, sector and customers, the demand for our equipment, solutions and services is affected by conditions in the general economy and the sectors in which our customers operate. A substantial portion of our revenue is derived from the provision of our solutions to contractors in the utilities, building services and infrastructure, oil and gas, petrochemical and refining and mining sectors. Consequently, when the general economy and/or these sectors experience a decline, there is an increased likelihood of a decline in the demand for our equipment, solutions and services from customers in those sectors. Such decline could intensify price competition from industry participants, as competitors seek to increase utilization of idle equipment in such periods of decline. Because aspects of our cost base are relatively fixed, our cash flows could be negatively impacted.

Similarly, declines, or even the perception of declines, in oil, natural gas or mineral prices, could lead to a slowdown in business activity, capital investments and maintenance expenditures of industrial customers in the utilities, oil and gas, petrochemical and refining or mining sectors and related service providers, which could decrease the demand for our engineered energy and temperature solutions from customers in those sectors.

The worsening of economic conditions, the slowing down of certain megatrends (for example, the global shifts towards electrification and renewable energy sources in an effort to reduce greenhouse gas (“GHG”) emissions and the increasing energy needs of sectors, such as data centers and advanced manufacturing employing automation and smart technologies) or not achieving anticipated levels of economic expansion, either generally or in our customers’ specific sectors, could have an adverse effect on demand for our equipment generally and for our services within those sectors, extend to other markets that we serve and/or adversely affect our growth in expanding sectors. Any of these outcomes could materially adversely affect our business, financial condition, results of operations and cash flows.

The following events and factors, among others, may cause weakness in our markets, either temporarily or in the long term:

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uncertainty regarding global or regional economic conditions, including trade wars, that lead to lower economic growth, whether in particular countries or regions or across the world;

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a decrease in the expected levels of hire versus ownership of equipment;

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an overcapacity of fleet in the industry;

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an overcapacity in the sectors and the businesses that drive the need for our equipment;

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a decrease in the levels of outsourcing for our customers’ power, temperature control and energy needs versus our customers’ insourcing for such needs;

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changes in government regulations and policies, including reductions in government initiatives for infrastructure improvements or expansions, a decrease in expected levels of infrastructure spending

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and changes in policies relating to climate change or the environment, exploration for, and the production and development of, oil and natural gas reserves or mines and the production of petrochemical or other oil and gas-based products;

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an increase in the cost of construction materials;

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the level of supply and demand and relative prices or anticipated prices for oil and natural gas;

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a lack of availability of credit;

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adverse weather conditions, which may temporarily affect a particular region;

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an increase in interest rates or a prolonged period of high interest rates;

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public health crises, pandemics and epidemics; and

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terrorism, evacuations, coups, civil unrest, kidnapping and ransom demands, extortion, war or armed conflict, such as the ongoing conflicts in Ukraine, the Middle East and elsewhere in the world, crimes or other hostilities or other injurious acts in the regions in which we operate.

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A downturn in the sectors in which our customers operate caused by these or other factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, although our localized operating model may reduce certain direct effects of tariffs and other cross-border trade measures, our business remains subject to trade policy developments, including tariffs and related cost pressures. The U.S. government has recently imposed various tariffs on certain trade partners and goods, some of which have been challenged or invalidated. Tariffs, trade wars and other changes in U.S. trade policy have triggered and could in the future trigger retaliatory actions by affected trade partners. This situation continues to evolve and the trade policy of the U.S. government and its trade partners remains uncertain. The extent and duration of these tariffs and changes in other international trade policies, and resulting market disruptions and other impacts, could continue to be significant and could have an adverse impact on the global economy and inflation and, consequently, our business and extended supply chain, for an unknown period of time. For example, some of our suppliers have highlighted potential risks and reserved their rights to change the pricing of the components and finished products we purchase from them while they assess the potential impacts from tariffs. Tariffs and changes in other international trade policy developments could also heighten many of the other risks described in the risk factors presented in this prospectus.

Further, the performance of our geographically based reporting segments is also subject to the specific economic circumstances of those regions. The performance of our Americas and Europe reporting segments is particularly affected by growth in local economies and commodity cycles. In addition, the performance of Latin America (within our Americas reporting segment) and our AMEAPAC reporting segment is impacted by overall growth in the relevant developing market, which is partly dependent on commodity prices. Certain of our operations, such as the provision of electricity generated by our equipment to national utilities located in emerging markets across Latin America (within our Americas reporting segment) and our AMEAPAC reporting segment are driven by shortfalls in permanent energy capacity caused by economic growth, the need for solutions to meet the increase in energy demand at certain times during summer months (also known as “peak shaving” solutions), aging power infrastructure, natural disasters, conflicts and political instability. Accordingly, our performance in these markets may be affected by conditions impacting national utilities, economic development and political conditions. Furthermore, economic conditions, either generally or in the sectors in which our customers operate, may be more volatile in certain geographical markets or regions than others. Additionally, the performance of our operations, particularly in emerging markets, going forward may be adversely impacted by more competitive pressure from established competitors or new market entrants, more sophisticated customers, economic decline, commodity cycles and a smaller market for addressing shortfalls in permanent energy capacity due to power infrastructure development.

Some of our customers may delay capital investment and maintenance as precautionary measures, even when favorable conditions exist in their sectors or markets.

A significant decrease in order volume or an increase in order delays or cancellations that can result from the aforementioned economic conditions or other factors beyond our control could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Global macroeconomic uncertainty and unfavorable global economic conditions caused by political instability and conflicts may have a material adverse effect on our business, financial condition, and results of operations.

Although our localized operating model may mitigate the direct impact of disruptions in any single market, global macroeconomic uncertainty and geopolitical conditions could lead to lower economic growth or prevent economic expansion and investments, whether in particular countries or regions or across the world, which could affect our business strategy, reduce the value of our investments, result in damage to, or loss of, our equipment, or result in a lower demand for our services from our customers. For example, global markets are experiencing disruptions as a result of the Russia-Ukraine conflict, the conflicts in Iran and elsewhere in the Middle East and the political, economic and social instability in Venezuela. These conflicts and instability have led to, and could continue to lead to, significant volatility in commodity prices and supply of energy sources, instability in financial markets, supply chain interruptions, political and social instability, sanctions, changes in customer preferences and discretionary spending, and increases in cyberattacks.

Historically, we maintained operations in Russia and Kazakhstan through Aggreko Eurasia LLC and Aggreko Kazakhstan LLP, however, on November 19, 2025, we sold and transferred ownership and control of Aggreko Eurasia LLC to a third party, in compliance with all applicable sanctions. We continue operations in Kazakhstan through Aggreko Kazakhstan LLP.

The Middle East has experienced significant and ongoing geopolitical instability, which has intensified in recent years, including the recent military actions in Iran by the United States and Israel and related impacts on the United Arab Emirates and other countries in the Middle East. As of the date of this prospectus, certain of our Middle East operations have experienced some limited business interruptions, including customer requests for capacity reductions, contract suspensions due to force majeure and the cancellation or postponement of certain events including the 2026 Formula 1 Bahrain and Saudi Arabian Grands Prix. The situation is rapidly evolving and the impact of the conflicts in the Middle East has had, and may continue to have, adverse consequences on our operations in this region in the future. For example, the conflict in and around the Strait of Hormuz, as well as heightened tensions in the region, pose increased risks to energy availability at reliable price points, secure transportation and shipping operations in the area. We have experienced consequent delays in the delivery of components which we use to design and manufacture our equipment fleet. We had to seek supplies from alternative suppliers and routes which has increased and may continue to increase costs. A failure to find such alternate suppliers may disrupt our supply chain and harm our ability to predictably deploy and scale operations. The length, impact and outcome of the ongoing conflicts in the Middle East are highly unpredictable and could have a material adverse effect on our operations in this region and elsewhere.

We have not operated in Venezuela since 2017; however, we have equipment in storage in Venezuela that we have been unable to export due to the lack of necessary export permits from the Venezuelan customs authorities. We are also owed debts by former customers in Venezuela, which remain unpaid and which we have fully written off. Our wind-down of operations and the write-off of our debt had an adverse impact on our results of operations at the time, and we could experience similar impacts from current or future instability in countries where we operate globally.

While we continue to actively monitor these and other geopolitical situations across the world, it is not possible to predict the progress or outcome of these conflicts or disruptions. The extent and duration of the conflicts and disruptions and resulting market disruptions and other impacts could be significant and could potentially have a substantial impact on our business and the global economy for an unknown period of time. These could heighten many of the other risks described in the risk factors presented in this prospectus, including, but not limited to, those relating to economic and trade sanctions, our reputation and trade relations in countries in which we operate. We may not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts on our business, financial condition and results of operations.

Our international operations, particularly in emerging markets, expose us to risks inherent to international business, any of which could affect our results of operations.

We are currently present in over 80 countries worldwide, including emerging markets that present heightened risks. As a result, we are subject to numerous, rapidly evolving and complex laws and regulations which govern, among other things, labor matters, immigration, health, safety, environment, financial reporting standards, corporate governance, ethical standards, tax, trade regulations, cybersecurity, economic

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sanctions and export controls, and competitive practices in each jurisdiction where we conduct our business. Furthermore, we need to comply with various local standards and practices of different regulatory, tax, judicial and administrative bodies specific to each jurisdiction in which we operate. Navigating a variety of legal and regulatory regimes, which may evolve and be interpreted differently across jurisdictions, increases the complexity of compliance.

There are multiple risks associated with the global nature of our operations, including political instability (such as the threat of war, other types of armed conflict, crimes, terrorist attacks, evacuations, coups, kidnappings and ransom demands, extortion or civil unrest), inconsistent regulations across jurisdictions, unanticipated changes in the regulatory environment and import and export restrictions, increased duties and other trade protection measures, and difficulties in repatriating our cash from or withdrawing cash from local banks in certain jurisdictions, such as those with foreign currency exchange controls or those in hyperinflationary environments. Furthermore, these risks may be greater in certain areas where we operate, particularly in emerging markets.

Any of these events may adversely affect our employees, reputation, business or financial results as well as our ability to meet our objectives, including, but not limited to, the following additional specific business risks:

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adverse changes in governmental policies, especially those affecting trade and investment, and changes to law and/or regulation during the term of our agreements;

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non-compliance with applicable antitrust and other regulatory rules and regulations relating to potential acquisitions;

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different local product preferences and product requirements;

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pressures on management time and attention due to the complexities of overseeing multi-national operations;

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challenges in maintaining staffing;

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different labor regulations and the potential impact of collective bargaining;

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potentially adverse consequences from changes in, or interpretations of, tax laws;

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enforcement of remedies in various jurisdictions;

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non-compliance with anti-corruption and anti-bribery and related laws and regulations;

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non-compliance with money laundering laws and regulations;

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non-compliance with economic and trade sanctions laws and regulations;

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price controls and ownership regulations;

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differences in business practices that may result in violation of company policies, including, but not limited to, bribery and collusive practices;

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insufficient protection for intellectual property in certain countries;

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inflation, recession, fluctuations in foreign currency exchange and interest rates, burdensome fiscal policies and transfer restrictions; and

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economic instability in emerging markets, including limited economic diversification and dependence on a narrow range of commodity exports or industries.

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We are also reliant on local managers to oversee the day-to-day functioning of our branches and to ensure their compliance with local law and on third-party sales representatives who support our own sales team to understand local processes and local legal requirements, make introductions to potential customers and relevant stakeholders and identify potential suppliers. We may be subject to risks due to insufficient oversight of these individuals. Third-party sales representatives and other agents that we utilize may not always follow all relevant legal requirements, which may result in legal, regulatory, economic, reputational and other harm to us.

Further, as a global employer of a variety of permanent employees, contract employees and contractors, we must design and maintain compensation programs, employment policies, cybersecurity and other intellectual property protections, compliance programs and other administrative frameworks that align with

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the laws of multiple countries. Shifting requirements and interpretations may influence how we structure our operations and investments and may lead to rising costs, including those associated with organizational changes and protective measures. We implement, communicate, audit, monitor and enforce group-wide standards and practices across our businesses to address these risks. However, these efforts may not be successful. We are also responsible for communicating, monitoring and upholding group-wide directives across our global network, including among suppliers, subcontractors and other relevant stakeholders. Failure to manage our geographically diverse operations in light of these challenges could impair our responsiveness to changing conditions and our ability to enforce compliance with group-wide standards and applicable requirements.

Additionally, many of our customers, particularly customers located in emerging markets, are public-facing or state-owned and may, from time to time, face political, regulatory, governmental, legal, media or other investigations, inquiries or other types of scrutiny. Because of our relationships with them in our role as a supplier, particularly as a supplier of power to state-owned utilities companies, such scrutiny may involve our business as well and may lead to adverse legal, regulatory, economic, reputational and other consequences to us and our business. In such cases, or if any of these international business risks were to materialize or exacerbate, we could be fined or otherwise sanctioned by regulators, which could adversely affect our business, financial condition and results of operations as well as harm our reputation.

Any actual or perceived failure to comply with relevant laws, regulations or standards could damage our reputation and customer relationships and expose us to investigations, inquiries, litigation or other proceedings initiated by governmental entities, customers or individuals. Such actions could result in significant fines, sanctions, penalties, awards or judgments, all of which could negatively affect our business and operating results.

Trends in commodities prices could adversely affect the level of exploration, development and production activity of certain of our customers and, consequently, the demand for our equipment and services.

Some of the demand for our equipment and services is correlated to the level of exploration, development and production activity of, and the corresponding capital spending by, oil and natural gas, petrochemical and refining, utilities and mining companies and related service providers. In the year ended January 3, 2026, net revenue in the oil and gas, petrochemical and refining, utilities and mining sectors accounted for 10%, 8%, 27% and 6%, respectively, of our net revenue.

The level of exploration, development and production activity that our customers engage in is directly affected by trends in commodities prices (including oil and natural gas prices). Commodity prices have historically been volatile and are likely to continue to be volatile. Prices for commodities, including oil and natural gas, are subject to large fluctuations in response to relatively minor changes in the supply of and demand for such commodities, market uncertainty, social and political unrest in major (and adjacent) oil-producing or gas-exporting countries and a variety of other economic and geopolitical factors that are beyond our control. Any prolonged reduction in commodities prices would depress the immediate levels of exploration, development and production activity, which could have an adverse effect on our business, results of operations and financial condition. Even the perception of longer-term lower commodities prices (particularly oil and natural gas prices) can reduce or defer major expenditures by energy companies and service providers given the long-term nature of many large-scale development projects.

Additionally, climate change regulation, including carbon taxes, could adversely affect the level of exploration, development and production activity of certain of our customers and therefore, the demand for our equipment and services.

Our industry is highly competitive, and competitive pressures or a delay in identifying and responding to customer needs, expectations or trends could lead to a decrease in our market share or in the prices that we can charge.

Our industry is highly competitive. Many of the markets in which we operate are served by numerous competitors, ranging from multi-national, national and multi-regional energy and temperature solutions companies to small, independent businesses with a limited number of locations and also traditional equipment rental companies.

We generally compete on the basis of, among other things, quality and breadth of solutions, technical expertise, reliability, price and the size, mix and relative attractiveness of our equipment fleet, which is significantly affected by the level of our capital expenditure. If we are required to reduce or delay capital

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expenditure for any reason, including due to restrictions contained in our financing agreements, the aging of our fleet may put us at a disadvantage to our competitors and adversely impact our pricing. We have encountered, and in the future may encounter, increased competition from our existing competitors and new competitors, including new market entrants. Some of our competitors have greater financial, marketing and other resources than we do, and some of our competitors may be more specialized in certain areas of equipment, industry or geographical markets or may have greater name recognition in some markets. Smaller competitors operating at regional or local levels may benefit from a strong market presence and local relationships.

Over time, our competitors could consolidate their businesses, and the diversified service offerings or increased synergies of these consolidated businesses could increase competition in the sectors in which we operate. Particularly, our competitors that benefit from the scale of their operations may be better positioned to cross-sell their services across industries or to meet customer needs, especially in our more developed markets (such as North America, Europe and Australia). Even if the markets for our equipment and services expand, our competitors may commit more resources, further enhancing competition. These and other changes to the competitive landscape of our industry could result in a loss of market share, decreased revenue and a decline in profitability.

Additionally, because many of the contracts that we enter into are as a result of competitive tenders, we may, from time to time, face claims from our competitors challenging the results or the process of such tenders, and even if we are successful in defending ourselves against such claims, we could incur substantial costs, including legal fees, and the attention of our management could be diverted.

Competitive pressures could adversely affect our revenue and operating results by, among other things, decreasing our volumes, depressing the prices that we can charge or increasing our costs to retain employees. In addition, the success of our business depends, in part, on our ability to identify and respond promptly to evolving trends in customer preferences, expectations and needs while also managing appropriate equipment to be able to provide engineered energy and temperature solutions and maintaining an excellent customer experience. It is difficult to successfully predict the equipment and services our customers will demand. We may also need to increase our local equipment offerings to address local requirements and needs. If we do not successfully identify and provide the appropriate equipment and services to meet our customers’ needs and expectations, we may lose market share. Furthermore, we rely on a carefully calibrated sales process to make us aware of customer needs and customer contract opportunities and generate the intelligence and relationships to produce successful marketing and selling of our equipment and services at favorable prices. If our sales process does not result in our winning contracts in the face of competitive pressures we may lose market share to our competitors, leading to decreased revenue and profits. Failure to win contracts may also harm our reputation as a leader in our category and lead to further lost contractual opportunities.

We face intense competition that may lead to customers switching to other providers, downward pricing or an inability to increase prices.

The markets in which we operate are highly competitive and fragmented. Competitive factors in our industry include price competition, customer loyalty, changes in market penetration, the introduction of new equipment, services and technology, changes in marketing, product diversity and quality and the ability to supply equipment and services to customers in a timely, predictable manner.

More than half of our contracts with our customers in North America (within our Americas reporting segment) and our Europe reporting segment have terms of less than one year. Accordingly, the aforementioned competitive factors could cause our customers in these regions to cease hiring our equipment or relying on us for their engineered energy and temperature solutions and shift to another provider on short notice.

We believe that price is one of the primary competitive factors. The Internet enables customers to more easily compare rates available from competitors. Consequently, if we increase our pricing, our competitors, some of whom may have greater resources and better access to capital or lower fixed operating costs, may seek to compete aggressively on the basis of pricing. Those competitors may reduce their prices in order to attempt to gain a competitive advantage, capture market share or compensate for declines in activity or customer demand. If we do not or cannot match or remain within a reasonable competitive margin of our

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competitors’ pricing or fleet investment, our customers may choose to terminate their contracts or otherwise reduce their level of business with us, which would decrease our market share and revenue. If competitive pressures lead us to match any of our competitors’ downward pricing or fleet investment and we are subsequently not able to increase volumes or to reduce our operating costs, our margins, results of operations and cash flows could be materially adversely impacted.

We face competition from power solutions providers, our own suppliers, as well as traditional rental companies. We purchase the components for our equipment, such as engines, from leading, globally known original equipment manufacturers. Under our supplier arrangements, the suppliers may appoint additional distributors, elect to sell or rent directly to our customers or terminate their arrangements pursuant to the terms of such contracts. Any of these acts could cause a reduction of, or an inability to increase, our revenue, which would have a material adverse effect on our business, financial condition, results of operations, liquidity and cash flows.

We may fail to respond adequately to changes in technology and customer demands.

Our industry is experiencing rapid changes in technology and customer demands. For example, our competitors have used new technologies to improve fleet efficiency, reduce environmental impacts, decrease customer wait times and improve customer satisfaction. New energy business models that use technology to manage the on-grid and off-grid environment have emerged. Relatedly, alternative energy sources are becoming increasingly available and affordable, and the size of the market for energy generated from fossil fuels may be reduced faster than expected.

Our ability to continually improve our current processes and customer-facing tools in response to changes in technology or in customer expectations is essential in maintaining and growing our competitive position and current levels of customer satisfaction. We may experience technical or other difficulties that could delay or prevent the development or implementation of new technologies, and we may fail to identify, develop and deploy new technologies. We also may not achieve the benefits that we anticipate from new technologies. The effects of these risks may, individually or in the aggregate, materially adversely affect our results of operations, liquidity and cash flows.

On the other hand, if we fail to develop, build and deploy new technologies that lead the market in providing solutions and services throughout the energy transition, including through power and energy storage (such as battery storage and associated control platform technology), renewable energy (such as solar capabilities) and more efficient gas and regulated diesel fleet, we may fail to win contracts or grow at a rate that matches or exceeds our prior growth rates, or at all, and our reputation may be damaged. New disruptive technologies that compete with our equipment and services may be developed by others, or our competitors may offer equipment and services like ours, which could affect the market for our equipment and services earlier than we anticipate.

In addition, the equipment and the technology that we currently possess may not be adequate to deliver on our strategic plan. This could be because of inadequate controls over our procurement processes or failure in our analysis of market requirements. Market requirements, in turn, are affected by regulatory developments and the actions by various market participants, including our customers and our competitors. If our existing equipment or technology fails to respond to customer demand, it could be obsolete, and we may be required to commit further resources to acquire or develop equipment or technology that better fulfills customer requirements. In addition to the financial costs of such additional investment, which may have a negative impact on our results of operations and financial condition, our reputation in the market may also be harmed and we may be unable to secure contracts.

Our employees or third parties acting on our behalf may engage in misconduct, unethical behavior or other improper activities, which could cause significant liability for us and harm our reputation.

We are exposed to the risk of employees or third parties being involved in fraudulent activities, unethical behavior and other misconduct, which has occurred in the past, as described below, and may occur again in the future. This could include intentional failures to comply with applicable government regulations and laws and to report financial information accurately or disclose unauthorized activities to us.

Our code of conduct is applicable to all of our employees and third parties acting on our behalf. We also have various policies, procedures and guidelines designed to address specific areas of ethical risk, such as gifts and hospitality, donations, sponsorship, facilitation payments and the use of third-party sales

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representatives, with which we expect our employees and such third parties to comply at all times. Our internal controls, code of conduct and other policies, procedures and guidelines may not be sufficient to prevent our employees or third parties acting on our behalf from breaching our policies and rules or laws and regulations that are applicable to our business, or that otherwise increase legal, financial or reputational risk to us. Misconduct may also occur if an employee or third party acting on our behalf does not know what to do in accordance with our internal controls, code of conduct and other policies, procedures and guidelines and the applicable laws and regulations in a given situation, or if an employee or third party is incapable of acting or chooses not to act in such manner in such situation. It may not always be possible to identify and deter employee or third-party misconduct, such as fraud in financial reporting, and any precautions we take to try to detect and prevent such activity may not be effective in controlling unknown or unmanaged risks or losses, or in protecting us or our employees from media scrutiny, governmental inquiries and investigations or other actions or lawsuits stemming from a failure to comply with relevant laws or regulations. Fraud, unethical behavior or other misconduct or failure to comply with our policies may lead to financial loss to our business.

If, as a result of alleged misconduct, any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could result in the imposition of significant fines or other sanctions, which could have a significant adverse impact on our business, prospects, financial condition and results of operations. Whether or not we are successful in defending against legal actions or investigations, we could incur substantial costs, including legal fees, and the attention of our management could be diverted. Regardless of legal or financial outcomes, employee misconduct or misconduct by the third parties acting on our behalf, or allegations thereof, could also damage our reputation. Additionally, our employees may be, and are, from time to time, subject to media scrutiny, government inquiries and investigation. Similar events may force us to terminate our relationships with our employees, even the most valuable to our operations. Any of the outcomes may have an adverse impact on our business, prospects, financial condition and results of operations as well as on our reputation.

We incur maintenance and repair costs associated with our equipment fleet, which we may be unable to pass along to our customers and which may be greater than anticipated.

We incur ongoing maintenance and repair costs associated with our equipment fleet. As our equipment ages, the maintenance and repair costs generally increase if the equipment is not replaced within a certain period of time and there is greater risk of other costs from the equipment being out of service. We may be unable to pass along the increased operating costs to our customers. The costs of maintenance may materially increase in the future.

Determining the optimal age at disposition for our equipment is subjective and requires considerable estimates by management. We have made estimates regarding the relationship among the age of our equipment, the maintenance and repair costs, the availability of our fleet and the market value of used equipment. It is possible that we may allow the average age of our equipment fleet to increase, which would increase our costs for maintenance and repair and likely would negatively impact the market value of such equipment at the time of its disposition.

If maintenance and repair costs are higher than estimated, or in-service times for our equipment or market values of used equipment are lower than estimated, or we are unable to pass along costs to our customers, our financial condition, results of operations, liquidity and cash flows could be materially adversely affected.

The cost of purchasing equipment components for use in our equipment may increase.

The cost of purchasing components for manufacturing our equipment fleet may increase as a result of increased raw material costs to our suppliers or other factors beyond our control, including increases in the cost of steel, which is a primary material used in most of our equipment. We may be unable to pass along the increased costs to our customers. In addition, changes in customer demand due to new technology, safety or environmental concerns, regulations or other factors could cause certain of our existing equipment to become obsolete and require us to design, build or procure new equipment, which may include having to source new components or other supplies for our equipment. We may be unable to find new suppliers in

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a timely manner, or our arrangements with any new suppliers may be on terms that are less advantageous to us than our existing supplier relationships. Any such developments could increase our costs, particularly if the costs of such new components or other supplies have increased.

Increases in fuel costs or reduced supplies of fuel could harm our business.

We believe that one of our competitive advantages is the mobility of our fleet. Accordingly, our business in the past has been, and in the future could be, adversely affected by limitations on fuel supplies or significant increases in fuel prices that result in higher costs for transporting equipment from one location to another. A significant or protracted price fluctuation, disruption of fuel supplies or potential climate change regulation (including a potential carbon tax) could have a material adverse effect on our financial condition and results of operations. We may also experience increases in transportation costs or reduced availability of certain modes of transportation, such as container shipping, which could increase costs and delay delivery of equipment to customer sites. Alternative transportation methods, such as air freight, may not be economically viable, and prolonged disruptions could have a material adverse effect on our operations and financial results. There are certain contracts where we manage the fuel supply for our customers, including contracts in Brazil where we manage fuel on a pass-through basis, and changes in fuel prices may impact our financial results and the profitability of such contracts from period to period. 5% of our net revenue in the year ended January 3, 2026 was derived from pass-through fuel contracts.

Our equipment fleet may not function properly, become damaged or lost or become obsolete.

We source the components for our equipment from several major suppliers. We assemble such components at our facilities, including our global manufacturing and product development facility at Lomondgate in Scotland, to produce equipment that is available, in working order and ready to be deployed for our customers.

Our equipment fleet may not function properly and meet its required performance standards over its expected useful life. This could be due to reasons such as design, component or assembly faults, extreme weather, human error, use of poor quality fuel, crimes or other malicious acts or poor maintenance. Our equipment fleet may also fail to meet market requirements before the end of its expected useful life and become obsolete. This could take place as a result of changes in market demand from our customers, availability of equipment that could be supplied by us, the price at which our equipment could be offered, the actions of our competitors, further advances of technology and changes in laws and regulations.

We incur costs to maintain our equipment fleet in working order. However, such maintenance and repair costs may not be sufficient to keep our equipment fleet performing at a satisfactory level, or the costs may outweigh the benefits of maintenance and repair. Furthermore, depending on the cause or the extent of the malfunctioning of the equipment, we may not be able to restore the functionality of such equipment through our maintenance and repair efforts, and such equipment may be unusable. Our equipment fleet could also be damaged or lost before the end of its useful life, due to reasons such as natural disasters, commercial disputes, terrorism, war or armed conflict, expropriation, coups, kidnapping and ransom demands, extortion, civil unrest, crimes or other malicious acts or accidents or human error. This risk is heightened when we are providing support in response to natural disasters or when we operate in territories, particularly in the developing world, that are not fully stable.

Our equipment fleet may prove to be uncompetitive in comparison to the offerings of other companies in our industry. The malfunctioning, damage or obsolescence of our equipment fleet would require us to incur further costs to develop, build or procure replacement equipment, which could negatively impact our financial condition and results of operations, particularly if the cost of equipment components rises. In addition, if such issues with our equipment negatively impact our ability to provide service to our customers, we may face legal, financial and reputational risks from our customers and suffer disruptions in our ability to expand our customer base and secure additional contracts, and our reputation in the wider market may be harmed.

We are exposed to a variety of claims and losses arising from our operations, and our insurance may not cover all or any portion of such claims.

We are exposed to a variety of claims arising from our operations, including claims by customers and third parties for economic and consequential losses, environmental liabilities (including spills/releases, alleged non-compliance, remediation obligations and related third-party claims), injury, death or property damage

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arising from the operation of our equipment, motor vehicle accidents in which our vehicles are involved or acts or omissions of our people. Additionally, we could be subject to potential litigation associated with compliance with various laws and governmental regulations, such as those relating to employment, health, safety, environmental, security and other regulations under which we operate. In addition, third parties that do not work for us could be injured (such as due to electric shock from our equipment) or their property could suffer damage from our operations (such as due to our equipment causing fire to the property, including fires involving lithium batteries which may spread rapidly and are difficult to extinguish). Such damage to other persons or their property could be caused by, among others, the use of certain types of equipment or facilities, the application of operating practices that turn out not to be safe, human error, a lack of knowledge by our employees or contractors on what to do in a given situation or an inability by our employees or contractors to follow prescribed protocols in a given situation.

We have been and continue to be subject to legal claims from customers, contractors working on customer sites and members of the public (particularly in relation to our work at events). Litigation can be expensive, lengthy and disruptive to normal business operations, and the outcome is often difficult to predict. Unfavorable outcomes could adversely affect our business, results of operations or financial condition. We could suffer reputational harm, incur substantial monetary liability and be required to change our business practices. Responding to lawsuits brought against us, as well as initiating legal actions, can often be time-consuming and can divert management’s attention.

In addition to civil litigation, our operations are subject to inspections, investigations and enforcement actions by governmental authorities and regulators, including in relation to environmental protection, hazardous materials management, transportation and occupational health and safety matters. Such actions can result in citations, notices of violation, administrative proceedings, mandated corrective actions, operational restrictions, fines and penalties, even where the underlying incident does not result in third-party litigation. We also may incur material management time and professional fees responding to such matters, and the existence or allegation of non-compliance may adversely affect our reputation and our ability to win or retain contracts.

We are currently a defendant in numerous actions. We also have received numerous claims for actions, including for actions that have not yet been commenced for liability and property damage arising from our operations or the operation of equipment rented from us. We are also exposed to risk of loss from damage to or loss of our equipment and resulting business interruption. Our responsibility for such claims and losses is increased when either (i) we are unable to negotiate contractual provisions in our contracts that make the customer responsible for damage to or loss of our equipment while on-hire or (ii) we agree to waive the provisions in our contracts that hold a customer responsible for damage or loss under an optional loss or damage waiver that we offer in return for payment of a damage waiver fee. In addition, while we seek to exclude and/or cap our liability for economic and consequential losses under our contracts, we may, at times, be held contractually responsible for the economic and/or consequential losses of our customers or third parties that may arise as a result of our damaging their equipment and/or a failure of our equipment or the negligent acts or omissions of our employees.

Our insurance policies cover a wide range of potential claims, including general and vehicle liability. We also self-insure against losses associated with exposures not covered by our insurance policies. Although we believe our coverage is at levels consistent with industry practice, our coverage may not be adequate. We may be exposed to multiple claims that do not exceed our deductibles, and, as a result, we could incur significant out-of-pocket costs. Moreover, if insurance coverage does apply, we will bear a portion of the associated losses through the application of deductibles and self-insured retention in our insurance policies. For a company of our size, these deductibles or self-insured retention could be substantial. In addition, the insurance policies that we desire may not be available for purchase or renewal on commercially reasonable terms, or at all, as a result of general rate increases for the type of insurance we carry or for other reasons. Our existing or future claims may also exceed the coverage level of our insurance, or such insurance may not continue to be available on economically reasonable terms, or at all. If we are required to pay significantly higher premia for insurance, are not able to maintain insurance coverage at affordable rates or if we must pay amounts in excess of claims covered by our insurance, we could experience higher costs or liabilities that could adversely affect our financial condition and results of operations.

If we were to incur one or more liabilities that are significant, individually or in the aggregate, where we are not fully insured, that we self-insure against or that our insurers dispute, this could have a material adverse effect on our financial condition. Even with adequate insurance coverage, we still may experience a significant interruption to our operations as a result of third-party claims or other losses arising from our operations.

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There are health and safety risks inherent to our operations, and accidents or injuries to our employees may disrupt our operations and lead to enforcement actions or legal claims.

In the ordinary course of our business, our employees work with chemicals and other hazardous materials, electrical machinery and other materials, products and equipment that may pose risks to their health and safety. In addition, our employees often work in hazardous environments, such as those where they are servicing equipment below ground level or those where they are surrounded by heavy machinery, where they may face health and safety risks. Our employees may suffer accidents on site while setting up or operating our equipment, as well as while driving on the road in the course of their work, at our service repair centers, manufacturing facilities or at any depot or project site. Such incidents, including those involving serious injury or death, have occurred in the past and may occur in the future. In addition, incidents may trigger reporting obligations, inspections, citations or penalties under applicable workplace safety laws and regulations, including for alleged non-compliance with incident reporting or recordkeeping requirements. For example, in November 2023, a contingent worker in our Argentina business suffered fatal injuries when he became trapped between the chain of a straddle carrier and a container. As a result of the incident, we held a company-wide safety stand-down, conducted an extensive investigation and carried out an assessment of our broader safety culture. Although these actions led to meaningful improvements in our processes, we may not have identified other areas that pose safety risks. Serious incidents, including those involving fatalities, may trigger investigations by regulators and other authorities, and may also lead to enforcement actions, third-party claims, contractual disputes (including allegations of default), and increased insurance costs. These consequences may occur even where the incident involves contingent workers, subcontractors or customer sites and even where we believe we have complied with applicable requirements.

In spite of our safety policies, procedures and regular trainings, we may not always succeed in preventing all employee health and safety risks. There may be accidents arising from the usage of certain types of equipment, or from the adoption of operating practices, that prove to be insufficiently safe. We may also fail to follow our standard operating procedures. Accidents may also be caused by human error, lack of knowledge of our employees of what to do in a situation or the failure of our employees to follow the prescribed protocols. Working in remote or hazardous conditions, where it may be more difficult to mitigate the consequences of an accident or serious illness, including illness arising from prolonged exposure to hazardous chemicals, fumes or other harmful substances, as well as mental health conditions that may arise from occupational stress, or put in place certain preventative measures, may further increase such risks. The occurrence of an accident or serious illness could disrupt our business, damage our reputation and negatively affect our financial condition and results of operations. In addition, such occurrences may lead to legal claims that seek to hold us liable, and we may not be successful in defending against such claims. Even if our liability were to be covered by insurance, our insurance premium may rise as a result.

Environmental, health, and safety laws and regulations and the costs of complying with them, or any regulatory changes that impact the demand for our services, could materially adversely affect our financial position, results of operations and cash flows.

Our operations, like those of other companies engaged in similar businesses, require the handling, use, storage and disposal of certain regulated materials. We are subject to numerous national, state, provincial and local laws and regulations governing environmental protection and health and safety matters. These laws and related permits, licenses, registrations and other approvals govern issues such as wastewater and storm water management as well as the discharge, use, storage and disposal of solid and hazardous wastes and materials, including petroleum products from underground and above ground storage tanks, air quality, land use and matters of workplace safety.

Our operations in certain jurisdictions and at certain locations may require environmental permits, licenses, consents-to-operate, authorizations and approvals, and may be subject to conditions, monitoring and reporting obligations and periodic renewal or review. The timing, cost and outcome of permitting processes and related regulatory engagement can vary significantly across jurisdictions, and permits and approvals may be delayed, challenged, conditioned, suspended, revoked or not renewed. Compliance with permit conditions or new or modified permitting requirements may require us to incur additional operating costs, make capital expenditures or implement operational modifications, and may limit the manner in which, or the locations at which, we operate. If we fail to obtain, maintain, amend or timely renew

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required permits or approvals, or if we are alleged to have commenced or continued operations without required permits or approvals, we may be subject to fines, penalties, corrective actions, operational restrictions, suspension orders or shutdowns, and we may suffer reputational harm.

From time to time, we may be found to be out of compliance with one or more such requirements (including due to administrative or recordkeeping failures), which may result in citations, notices of violation, fines, penalties, operational restrictions and required corrective actions. Under these laws and regulations, regardless of fault, we may be liable for, among other things, the cost of investigating and remediating contamination at our sites as well as sites to which we have sent hazardous wastes for disposal or treatment and fines and penalties for non-compliance. For example, in 2024, there were diesel spills at our site in Ecuador and our site in Costa Rica, each of which required us to implement certain remedial measures. Although the impact of these spills on our business was not material, we could experience incidents in the future that have a greater impact on our results of operations and business. We may become liable, either contractually or by operation of law, for remediation costs even if a contaminated property is not presently owned or operated by us, and even if the contamination was caused by third parties during or prior to our ownership or operation of the property and such liability may be joint and several in nature under certain statutes, which could result in our being held responsible for the entire cost of remediation (subject to any rights of contribution), including where other potentially responsible parties are unable or unwilling to perform or fund remediation. Prior site assessments or investigations may not have identified all potential instances of soil or groundwater contamination at properties owned or operated by us. Future events, such as changes in existing laws and regulations or related enforcement policies, or the discovery of currently unknown contamination, may give rise to additional investigation or remediation liabilities, which could be material. We also indemnify various parties in certain circumstances and to varying extents for the costs associated with remediating certain hazardous substance storage, recycling or disposal sites in various jurisdictions and, in some instances, for natural resource damages. The amount of any such expense or related natural resource damages for which we may be held responsible could be substantial.

We use hazardous materials to clean and maintain equipment, dispose of solid and hazardous waste and wastewater from equipment washing and store and dispense petroleum products from underground and above-ground storage tanks at certain of our locations. In addition, the equipment that we use may emit fumes or spill fluid or more fumes or fluid than expected or permitted, whether as a result of the design, component or assembly of the equipment being faulty, incorrect operation of the equipment, incorrect fueling of the equipment (whether due to the incorrect type of fuel being specified or failure in the management of fuel supply chain) or human error. Such excess fumes or fluids have, in the past, led and, in the future, could lead to additional environmental liability or cause increased clean-up costs, as well as harm our reputation. In addition, our employees’ exposure to such hazardous materials as refrigerant gases and thermal fuels could result in injuries. In particular, our temperature control equipment is subject to laws and regulations governing the use and import of refrigerants, as well as leak detection and reporting of refrigerant emissions. If our temperature control equipment produces excessive refrigerant emissions, or if we fail to comply with other aspects of relevant laws and regulations governing refrigerants, we may be subject to significant fines or other penalties. Depending on the penalties imposed, our financial condition and results of operations may be adversely affected, or there may be challenges affecting our ability to operate. In addition, we may face further legal claims as well as reputational damage.

We cannot predict the potential financial impact on our business if adverse environmental, health, or safety conditions are discovered, or if environmental, health, and safety requirements become more stringent. Although expenses related to environmental, health and safety compliance and/or remediation have not been material to date, we have made and will continue to make capital and other expenditure to comply with these laws and regulations, and we have purchased insurance to cover certain environmental liabilities. However, the requirements of these laws and regulations are complex, change frequently (including with respect to permitting, licensing, monitoring and reporting requirements) and could become more stringent in the future. For example, social, community, consumer and other stakeholder impacts of a business are increasingly scrutinized and regulated under the mantle of environmental regulations and initiatives. We may not always be in complete compliance with all such requirements, and we may be subject to potentially significant civil or criminal fines or penalties if we fail to comply, as well as suffering reputational damage. New regulatory requirements or interpretations or additional liabilities that arise in the future may have a material adverse effect on our business, financial condition and results of operations. If we are required to

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incur environmental, health, or safety compliance or remediation costs that are not currently anticipated by us or are not covered by our insurance, our financial position, results of operations and cash flows could be materially adversely affected, depending on the magnitude of the cost.

Physical impacts of climate change and related changing stakeholder standards or preferences may have a long-term negative impact on our business and results of operations.

There is increasing concern that climate change, a gradual increase in global average temperatures due to the concentration of carbon dioxide and other GHGs in the atmosphere, will cause significant change in weather patterns around the globe and increase the frequency and severity of extreme weather and natural disasters. Climate change may exacerbate water scarcity or extreme heat, which could adversely affect our ability to provide equipment that meets the safety and functional expectations of our customers and to ensure the health and safety of our employees. In addition, extreme weather conditions could increase volatility in the demand for our equipment and services. An increase in demand for our equipment may require additional capital expenditure, and we may not be able to make similar levels of investment as our competitors. On the other hand, as severe weather events become increasingly common, our or our customers’ operations may be disrupted, which could result in increased operational costs and liabilities, or reduced demand for our equipment and services. While we have invested in the administration of programs and physical loss prevention improvements (such as flood prevention schemes in certain facilities to mitigate impacts from flooding, specific insurance coverage and disaster recovery plans) to mitigate the risk of natural disasters causing disruption to our ability to serve our customers and communities in times of need, periods of disruptions, especially if extended, could have a material adverse effect on our results of operations.

Our customers may require our equipment and operations to meet certain standards or may scrutinize the “carbon footprint” of our business or production processes. If we are unable to meet the standards and the expectations of our customers, our business and results of operations could be materially adversely affected. Relatedly, our customers, investors or members of the public in general could engage in activism related to climate change targeted at us if we are unable to meet the standards or expectations of such stakeholders due to our use of oil or gas products or our work for oil and gas companies. In the event “green” investing increases in popularity (or, conversely, decreases in popularity), any changes to activism and related political headwinds could negatively impact our ability to raise capital. While we have a strategy in place to reduce our environmental impact and strengthen our business through the energy transition and have been making investments in our equipment and our business operations to offer more environmentally conscious solutions to our customers, customer demand may require us to accelerate or increase the scale of the changes being made in our business to reduce our environmental impact and progress towards the energy transition, including through investments in our equipment. Increased or accelerated expenses, including capital expenditure, may reduce the amount of cash available for us to spend on improving other areas of our business or for other purposes. If our fleet does not have the appropriate equipment to meet changing customer or legal requirements, we may fail to win contracts, which may adversely affect our business, prospects, financial condition and results of operations. Climate change and the market responses to it may have a greater effect on our business than is currently anticipated by our business plans and strategies.

Existing and proposed regulations to address climate change by limiting greenhouse gas emissions and restrictions on other air emissions may cause us to incur significant additional operating and capital expenditures or adversely affect demand for our equipment and services.

Legislative, regulatory and other governmental authorities in the jurisdictions around the world where we operate have considered and implemented, and likely will continue to consider and implement, numerous measures related to climate change, reduction of GHG emissions and other laws and regulations affecting our end markets, such as oil and gas, mining and other natural resource extraction and petrochemical and other industrial production. Should such laws and regulations become effective or more stringent, or their enforcement more rigorous, demand for our services could be affected, our fleet and/or other costs could increase, the prices we charge our customers could be impacted and our business could be materially adversely affected. As a provider of engineered energy and temperature solutions, we could also be directly affected by such laws or regulations, which may require us to change the way our business is carried out, including to a greater extent or at a faster pace than we had planned through our energy transition strategies.

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While our diesel generators can be run on hydrotreated vegetable oil and 49% of our gas fleet can run on biogas, supporting the reduction of greenhouse gas emissions by up to 80% (when comparing hydrotreated vegetable oil to diesel) and 92% respectively (when comparing biogas to natural gas), customer demand for cleaner energy solutions, legal or regulatory requirements may cause us to make heavier or more accelerated investment in additional alternative sources of fuel or battery or storage technologies than we had planned.

While we invest in proven technologies and seek to ensure that any changes in the way that we operate have no negative impact on our ability to deliver solutions to our customers, these changes may not always be free of service disruptions or other challenges. Such risks may be particularly relevant to the work that we do for customers who are mainly located in emerging markets, because our longer-term contracts with such customers may run for several years (typically from three to five years, but can be more than ten years), which may expose us to the risk of changing laws and regulations during the term of the contract.

The European Union has committed to reducing GHG emissions from its member states to no more than 55% of 1990 levels by 2030, on the condition that other major economies undertake their part in the global attempt to reduce emissions, as part of its goal to achieve net zero GHG emissions in the European Union by 2050. Furthermore, the European Climate Law, adopted by the European Union in July 2021, includes legally binding targets to achieve climate neutrality by 2050 and to reduce net GHG emissions by at least 55% by 2030. Such targets are binding on all EU member states.

These targets are being pursued by, among other mechanisms, the EU Emissions Trading System (“EU ETS”), an EU-wide system that imposes emissions limits and permits trading of allowances for industrial GHG emissions. Although the EU ETS does not currently directly apply to our business, it may be expanded in the future to include us directly and, in the meantime, it may indirectly adversely affect us if the equipment installation we operate on behalf of certain of our customers, which may be subject to this regulation, exceeds the applicable regulatory emissions threshold. The EU ETS has become, and is expected to continue to become, progressively more stringent over time, including by reducing both the total number of allowances to emit GHGs available for auction and the allowances that EU member states can allocate free of charge to industrial facilities. Expansion of the EU ETS could result in increased costs for us to (i) operate and maintain our energy solutions; (ii) install new emission controls; (iii) purchase or otherwise obtain allowances to emit GHGs; and (iv) administer and manage our GHG emissions program.

In addition, the European Commission introduced significant changes to current EU ETS functions and requirements, including new national limits on GHG emissions, a new carbon border adjustment mechanism to impose carbon pricing on imports into the European Union of selected products, further reduction of free CO2 allowances allocated to heavy industry and extension of emissions trading requirements to additional industrial sectors. The measures remain subject to the EU legislative process, including adoption or implementation by individual EU member states, and at this time we cannot predict the terms of any regulations that may be enacted in the future or the impact of any such regulations on our business, operations or financial condition.

The United Kingdom also has implemented a UK Emissions Trading Scheme, which currently extends through 2050, and is similar to the EU ETS. The United Kingdom also has enacted legislation requiring reduction of GHG emissions to net zero by 2050, including a target to reduce GHG emissions by 68% of 1990 levels by 2030, and more recently committed to a target to reduce GHG emissions by 81% of 1990 levels by 2035. We cannot predict the terms of any regulations that may be enacted in the future or the impact of any such regulations on our business, operations or financial condition.

In the United States, we are required to monitor and report to the U.S. Environmental Protection Agency (“EPA”) our annual GHG emissions from certain of our U.S. energy solutions. In addition, the EPA has promulgated regulations under the Clean Air Act, which subjects the GHG emissions of certain newly constructed or modified sources to pre-construction and operating permitting requirements. Pursuant to these requirements, newly constructed or modified sources with the potential to emit certain quantities of GHGs are required to implement “best available control technology,” which can include carbon efficiency standards, GHG emissions concentration limits, specific technology requirements or other measures. However, the Trump Administration has taken several steps to eliminate regulatory requirements related to climate change and greenhouse gases, including a proposal to eliminate certain GHG reporting obligations

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and rescinding a prior finding that GHG emissions from vehicles endanger public health and therefore are subject to regulations under the Clean Air Act. As a result, significant uncertainty exists as to how newer or stricter GHG regulations will in the future impact large stationary sources, such as our energy solutions in the United States, and what costs or operational changes these regulations may require.

If stricter environmental laws and regulations (including those relating to GHGs) are adopted, carbon taxes are instituted or the price of tradable allowances to emit GHGs is raised (including through changes to emissions allowances systems), such regulatory responses may disrupt our operations and our own strategies and plans, including those relating to our net zero goals, the energy transition and our capital expenditure. Such regulatory impact may adversely affect our business, results of operations and financial condition, as well as those of our customers (which, in turn, may have further indirect negative effects on us). The price of carbon allowances may be raised such that it could offset a portion of our profits. If laws, regulations and other measures designed to target climate change and GHGs contain enforcement provisions and our operations fail to meet the requirements of such measures, we may be subject to penalties, fines or other enforcement actions.

Pandemics, endemics or public health crises could have adverse effects on our business, financial condition, and results of operations.

The potential global impacts of any pandemics, such as the COVID-19 pandemic, epidemics or public health crises are uncertain and difficult to assess. The full extent of the impact and effects of such events will depend on future developments, including, among other factors, future variants of any such virus and diseases and their contagiousness, availability, acceptance and effectiveness of vaccines or other drugs along with related travel advisories, quarantines, lockdowns, and other restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, the impact of government interventions, and uncertainty with respect to the duration of any global economic slowdown. Future pandemics, epidemics or public health crises, and resulting impacts on the financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, business, financial condition, and results of operations.

Our operations could be subject to natural disasters and other business disruptions, which could materially adversely affect our information systems, future revenue, financial condition, cash flows and increase our costs and expenses.

Our operations could be subject to natural disasters and other business disruptions such as fires, floods, hurricanes, earthquakes, accidents, health and safety evacuations, commercial disputes, criminal events, coups, kidnappings and ransom demands, extortion, civil unrest, expropriation, war or armed conflict and terrorism, which could adversely affect our information systems, future revenue, financial condition, and cash flows and increase our costs and expenses. In addition, the occurrence and threat of these events may directly or indirectly affect economic conditions, which could adversely affect the demand for our equipment and services. In the event of a major natural or man-made disaster, we could experience loss of life of our employees, destruction of facilities or equipment, business interruptions, abandonment of our facilities or equipment or deprivation of access to our facilities or equipment, any of which may materially adversely affect our business. If any of our facilities (especially our key depots or service centers around the world or our manufacturing facilities) or a significant amount of our equipment were to experience a catastrophic loss, abandonment or deprivation of access, it could disrupt our operations, delay orders, shipments and revenue recognition and result in expenses to repair or replace the damaged equipment and facility not covered by asset, liability, business continuity or other insurance contracts. In particular, if any of our manufacturing sites, especially our global manufacturing and product development facility at Lomondgate, were to become unusable, we would need to seek alternative manufacturing arrangements and alternative sources of equipment for our fleet, which would take time and therefore may reduce our ability to perform our obligations under our contracts or enter into new contracts. In such a case, we may also need to find a replacement site for any unusable facility, the costs of which may result in reduced liquidity available for other investments and capital expenditure, such as those relating to our equipment fleet. Additionally, we could face significant increases in insurance premia or losses of insurance coverage due to the loss experienced during and associated with these and potential future natural or man-made disasters that may materially adversely affect our business. In addition, attacks or armed conflicts that directly impact one or more of our properties could significantly affect our ability to operate those properties and thereby impair our results of operations.

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In general, any of these events could cause customer confidence and spending to decrease or result in increased volatility in the global economy and worldwide financial markets. Any such occurrence could materially adversely affect our business, results of operations and financial condition.

Part of our strategy includes pursuing strategic transactions and divestitures, which could disrupt our business or change our business profile significantly.

We opportunistically consider the acquisition of other companies or service lines that either complement or expand our existing business, and we may consider the divestiture of some of our businesses. We may be unable to identify suitable transactions and, even if we are able to identify such transactions, we may be unable to consummate any such acquisitions or divestitures on acceptable terms. We expect to face competition for acquisition targets, which may limit the number of acquisition opportunities and lead to higher acquisition costs. Any future acquisitions or divestitures we pursue may involve a number of risks, including some or all of the following:

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the diversion of management’s attention from our core business;

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the disruption of our ongoing business;

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inaccurate assessment of undisclosed liabilities;

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potential known and unknown liabilities of the acquired or divested businesses, including failures in compliance, and lack of adequate protections or potential related indemnities;

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the assumptions underlying the business plans supporting the valuations of the acquisitions and expected synergies may prove inaccurate, in particular with respect to the future performance of the acquired businesses;

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the inability to integrate our acquisitions or to maintain uniform standards without substantial costs, delays or other problems;

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the loss of key customers or employees of the acquired or divested business;

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increasing demands on our operational systems;

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further exposure to risks of fluctuations in currency exchange rates;

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the integration of information systems and internal control over financial reporting;

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expansion into businesses outside our core competencies that may not perform as expected or that customers may not value; and

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possible adverse effects on our reported results of operations or financial position, particularly during the first several reporting periods after an acquisition or divestiture is completed.

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Successful acquisitions are dependent upon our ability to identify suitable acquisition targets, conduct appropriate due diligence, negotiate transactions on favorable terms and ultimately complete such transactions and integrate the acquired businesses into our business as we consider appropriate. There can be no assurance that any acquisition will be completed on the terms or timeline anticipated, or at all, as such transactions may be subject to governmental and regulatory approvals and consents, including under applicable antitrust and competition laws, which may not be obtained or may be obtained subject to conditions that could diminish the anticipated benefits of the transaction. If we make acquisitions, we may be unable to successfully integrate them as we planned and generate expected margins or cash flow, or to realize in full (or at all) the anticipated benefits of such acquisitions, including cost savings, revenue enhancements, growth or expected synergies. These benefits may also take longer to realize than planned, or our assessments of, and assumptions regarding, these benefits may not prove to be correct.

Before making acquisitions, we conduct due diligence in a manner that we deem reasonable and appropriate based on the facts and circumstances applicable to each acquisition. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental, regulatory and legal issues. We may pay for outside consultants, legal advisers, accountants, investment banks and other third parties to be involved in the due diligence process to varying degrees depending on the type of acquisition. Our due diligence may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating an acquisition. Moreover, our due diligence investigation will not necessarily result in an acquisition being successful.

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An acquisition may not strengthen our competitive position and may be viewed negatively by customers or investors. Any acquisition could result in significant write-offs, impairments of goodwill or other intangible assets, potential restructuring charges or the incurrence of debt and contingent liabilities, any of which could harm our operating results. Acquisitions may also increase working capital and capital expenditure requirements, which may reduce our liquidity. We could incur losses resulting from undiscovered liabilities of the acquired business, including as a result of weakness in internal controls at an acquired business, that are not covered by any indemnification we may obtain from the seller or any applicable insurance policies. In addition, integration of an acquired company or business may also require management resources that otherwise would be available for ongoing development of our existing business, and we may not be able to successfully integrate the acquired personnel, technologies and operations into our existing business in an effective, timely and non-disruptive manner. Acquisitions may also divert management attention from day-to-day responsibilities, increase our expenses and reduce our cash available for operations and other uses. Following integration into our business, an acquired business may not be able to maintain its customer base consistent with expectations or generate the expected margins or cash flows. We cannot predict the number, timing or size of future acquisitions or the effect that any such transactions might have on our results of operations.

If we were to undertake a substantial acquisition, the acquisition likely would need to be financed in part through debt or equity financing or with other arrangements. The necessary acquisition financing may not be available to us on acceptable terms or at all. Equity financing (including by way of convertible debt) may have a dilutive effect on our existing shareholders. Acquisitions involving debt financing may create or magnify risks with respect to our leverage and debt service costs. If one or more acquisitions results in our becoming substantially more leveraged on a consolidated basis, our flexibility in responding to adverse changes in economic, business or market conditions may be adversely affected, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The integration of acquired businesses in certain jurisdictions may be more difficult and take more time due to logistical, regulatory, cultural and other factors such as our relative lack of familiarity with a given market and its economic, political and social dynamics. Such risks include significant exposure of local economies and government spending (and thus of demand and pricing for equipment and services) to the level of oil or gas prices, as well as economic instability, political volatility, civil war, violent conflict, social unrest or action by terrorist groups. All of these risks in any country in which we operate may negatively affect our operations, revenue and profits in the affected country and for our business generally, and competitors may take advantage of these difficulties to weaken our customer base.

Our ability to manage our growth and integrate operations, technologies, services and people depends on our administrative, financial and operational controls and our ability to create the infrastructure necessary to exploit market opportunities, as well as our financial resources. In order to compete effectively and to grow our business profitably, we will need, on a timely basis, to maintain and periodically improve our financial and management controls, reporting systems and procedures, implement new systems as necessary, attract and retain adequate management personnel and hire, retain and train highly qualified talent. Furthermore, we expect that as we continue to introduce new product offerings and enter new markets, we will be required to manage an increasing number of relationships with various customers and other third parties. The failure or delay of our management in responding to these challenges could have a material adverse effect on our business, financial condition and results of operations.

A significant divestiture would, in the short term, result in loss of revenue and possibly profits and could require the amendment or refinancing of our outstanding indebtedness or a portion thereof. Further, to the extent that we agree to accept payment of all or a portion of the sale price over time, we would bear the risk that the portion of the price that is not paid at closing may be uncollectible. In addition, in connection with any divestiture, we may agree to retain obligations related to the business or assets sold and we may agree to indemnify the purchaser for outstanding liabilities or with respect to the representations, warranties or covenants included in the definitive agreement between the parties. These retained obligations and indemnification obligations could result in significant costs and expenses.

We may enter into strategic partnerships or joint ventures with third parties with whom we collaborate to, among other things, offer complementary services or make our offerings more competitive in certain markets. For example, we are minority partners in certain joint ventures in the United Kingdom and the

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United States. If successful, strategic partnerships or joint ventures may be mutually beneficial and result in additional growth, but we may not realize the expected benefits. Management’s involvement in strategic partnerships and joint ventures may divert their attention from our business. Such partnerships and joint ventures carry an element of uncertainty because we may not be able to fully assess all risks. Strategic partnerships and joint ventures can also be difficult to manage for various reasons, such as the potentially different or colliding interests of strategic or joint venture partners and cultural differences. In addition, we may compete in some business areas with a company with which we have a strategic partnership or with which we are partners in a joint venture and, at the same time, cooperate with that company in other business areas or markets, which could increase the risk of potential inadvertent competition law violations. Furthermore, a company cooperating with us may gain access to our knowledge, trade secrets or other confidential information. Additionally, if such strategic or joint venture partners fail to perform as promised or if these relationships fail to materialize as expected, we could suffer operational difficulties, especially if we are not able to easily exit such a partnership or joint venture. We may also enter into strategic partnerships or joint ventures in order to participate in growth opportunities in certain jurisdictions with regulations in place designed to restrict or limit the ability of foreign companies to conduct business there. If we gain access to a jurisdiction through a strategic or joint venture partner, such access could be lost if such relationship fails.

Our success depends on our ability to attract and retain key management, sales, technical and other talent, while supporting the onboarding and career development of our employees.

Our ability to successfully execute our business plan depends upon the contributions of our senior management team as well as our dedicated sales force, technical talent (such as engineers and mechanics) and other employees. We may face challenges in continuing to attract, hire, train and retain qualified people.

Our people may leave for competing opportunities, both within and outside our industry, for various reasons, including higher remuneration. Competition for top management talent within our industry and the business world is significant. If any of our senior management or senior or regional managers joins a competitor or forms a competing company, we may lose customers, know-how and other personnel. If we are unable to attract and retain the services of members of our senior management team or other key talent, whether due to death, disability, resignation or termination of employment, and are unable to find suitable replacements in a timely manner, our ability to successfully implement our business strategy, financial plans, marketing and other objectives could be significantly impaired.

High-quality engineering and technical capability are important characteristics of our people, and it may be difficult to replace such knowledge or capability. If there is a shortage of suitable candidates or if we are perceived as an unattractive employer, it may be difficult for us to fill any vacant positions we may have that may be key to delivering our strategic plan. There may be a limited number of persons with the requisite skills for certain positions, and we may not be able to locate or employ such qualified people on terms acceptable to us or at all. In recent years, we have experienced increasing competition for available talent in the workforce as reflected by the low unemployment rate and shortages of available industry technical talent in various regions where we operate. In addition, changes to immigration laws and regulations in the countries in which we operate have created and could create in the future difficulties in hiring skilled people, which could affect our ability to operate our business efficiently and, in turn, have a negative impact on our results of operations and financial condition. As a result, we could experience inefficiencies or a lack of business continuity due to employee turnover, new employees’ lack of historical knowledge and lack of familiarity with the business processes, operating requirements, policies and procedures and key IT and related infrastructure used in our day-to-day operations and financial reporting.

If we experience difficulties in attracting, training and retaining qualified people, our recruitment costs may materially increase. Additionally, failure to attract, train and retain qualified people may lead to a loss of productivity and intellectual capital, which in turn may lower our personnel morale and adversely affect our operations and business.

Historically there is a ramp-up period before new members of our sales organization typically achieve a level of sales comparable to those we have employed for a longer period of time. We may also experience additional costs as we hire new talent and our people learn their roles and gain necessary experience. It

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is important to our success that newly hired colleagues quickly adapt to and excel in their new roles. Further, if we cannot meet our needs for IT talent, we may not be able to fulfill our technology initiatives while continuing to provide maintenance on existing systems. While we may at times rely on contractors, sub-contractors and temporary personnel to fill staffing needs, if we are unable to attract and retain long-term permanent staffing, particularly to replace the loss of employees, we may lose experience and expertise among our people, which may negatively impact our business operations and the delivery of the performance of our contracts.

Any of these events may adversely affect our reputation and our results of operations and financial condition.

We may face issues with our union employees and labor disputes could disrupt our operations or lead to higher labor costs.

We are subject to the risk of labor disputes, which may disrupt our operations. In numerous jurisdictions where we operate, labor laws applicable to our business are relatively rigorous and provide for the strong protection of employees’ interests. In many cases, we must inform, consult with and request the consent or opinion of union representatives or works councils in managing, developing or restructuring certain aspects of our business. These labor laws and consultative procedures could limit our flexibility with respect to employment policy or economic reorganization and could limit our ability to respond to market changes efficiently and in a timely manner. Important strategic business decisions could be negatively received by some employees and employees’ representative bodies, which could lead to labor actions that could disrupt our business. Labor contracts, such as collective bargaining agreements, covered over 1,100 of our employees across 12 countries as of January 3, 2026. These contracts are renegotiated periodically. Failure to negotiate a new labor agreement when required could result in a work stoppage. In addition to labor and trade unions, under applicable law, we also had approximately 1,200 employees covered by trade unions/work councils in eight countries (Gabon, Ivory Coast, Germany, Netherlands, France, Argentina, Brazil and Chile) as of the same date. We are required to seek their advice and consider any recommendations they may have regarding certain business decisions.

Although we believe that our labor relations have generally been good, we could become subject to additional work rules imposed by agreements with labor unions, or strikes, work stoppages, work slow-downs or other labor disturbances could occur in the future and materially affect our operations (particularly if they are prolonged). In addition, our non-union workforce has been subject to unionization efforts in the past, and we could be subject to future unionization, which could lead to increases in our operating costs and/or constraints on our operating flexibility. We face differing local labor contract market restrictions at various times given our workforce is located around the world. For example, certain developing countries require that a substantial percentage of our workforce is composed of individuals from the local population. This may create challenges in or increase costs of assembling the appropriate teams for our contracts.

Many of our suppliers and customers have unionized workforces. Strikes, work-stoppages or work-slowdowns experienced by these suppliers or customers could materially and adversely affect our business, financial condition and results of operations.

Unfavorable conditions or disruptions in the capital and credit markets may adversely affect business conditions and the availability of credit.

We use cash generated from our operations, together with borrowings, to fund our capital requirements. We may require additional financing to obtain capital for, among other purposes, purchasing components, producing equipment, completing acquisitions, establishing new locations or otherwise executing our strategic plan and refinancing existing indebtedness. If such additional financing is not available to fund our capital requirements, we could suffer a decrease in our revenue and cash flows that would have a material adverse effect on our business. Our level of capital expenditure significantly affects the age and size of our equipment fleet, and if we are required to reduce this expenditure for any reason, the reduced availability of equipment or the age of our fleet may increase our maintenance costs and have an adverse effect on our business.

We may have unexpected funding requirements at times, which may prove to be difficult to finance if we are unable to obtain the additional necessary capital at such times upon terms that are acceptable to us. Unforeseen circumstances in our cash forecasting may also result in unexpected funding needs. In the

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event ‘green’ investing increases in popularity, negative perceptions of the capital markets towards oil and gas companies or companies that work with oil and gas companies could negatively impact our ability to raise capital. Our ability to access additional capital may also be constrained by the terms of our existing indebtedness. Any additional indebtedness that we incur will make us more vulnerable and limit our ability to withstand competitive pressures. We cannot be certain that any additional financing that we require will be available or, if available, will be available on terms that are satisfactory to us. If we are unable to obtain sufficient financing in the future, our business could be adversely affected.

In addition, disruptions in the global capital and credit markets as a result of an economic downturn, economic uncertainty, geopolitical events, regulatory changes, financial institution failures or other factors could adversely affect our ability to access liquidity to invest in our equipment fleet or otherwise operate our business. Unfavorable market conditions may depress markets in which our customers operate by making it difficult for them to obtain financing for their projects and credit on reasonable terms, which may cause our customers to be unable to meet their payment obligations to us, increasing losses on bad debt. Delinquencies and credit losses generally can be expected to increase during economic slowdowns or recessions. Moreover, our suppliers may be adversely impacted by unfavorable capital and credit markets, causing disruption or delay in the availability of necessary equipment components and other supplies. Our suppliers may also seek to collect receivables from us on a more accelerated timeframe than we had planned. These events could negatively impact our business, financial position, results of operations and cash flows.

In addition, if the financial institutions that have extended credit commitments to us are adversely affected by the conditions of the capital and credit markets, they may be unable to fund borrowings under those credit commitments, which could have an adverse impact on our financial condition and our ability to borrow funds, if needed, for capital expenditure, working capital, acquisitions and other corporate purposes.

Our revenue and operating results fluctuate.

Our revenue and operating results have historically varied from period to period. A decline in general economic conditions and/or activity or any occurrence that disrupts customer demand in the sectors in which we operate during our peak periods could result in an overall decline in cash flows and profitability and make it more difficult for us to make payments on our indebtedness and grow our business. We expect our results to continue to fluctuate in the future due to a number of factors, including:

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seasonal demand patterns, with activity tending to be lowest in the first quarters;

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the timing of expenditure for new equipment and the disposal of used equipment;

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changes in demand for our equipment or the prices we charge due to changes in economic conditions, competition or other factors;

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general economic conditions in the markets where we operate;

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the cyclical and seasonal nature of our customers’ businesses;

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large events (such as particular Formula 1 races, the FIFA World Cup or the Olympics) being postponed or canceled due to natural disasters, pandemics, extreme weather conditions and economic or geopolitical circumstances, which may affect the profitability of our contracts related to such events;

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severe weather temporarily affecting the regions where we operate;

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changes in private sector demand for plants and facilities or changes in government spending for infrastructure projects;

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our relatively high level of fixed costs, which causes revenue declines to significantly affect cash flow and profitability;

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the effectiveness of integrating acquired businesses and new start-up locations;

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possible unrecorded liabilities of acquired companies and difficulties associated with integrating acquired companies into our existing operations;

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timing of acquisitions and new location openings and related costs;

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changes in the interest rate applicable to our variable rate debt, and the overall level of our debt;

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fluctuations in exchange rates or fuel costs;

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price changes in response to competitive factors;

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commodity price pressures and the resulting increase in the cost of fuel and steel to our suppliers, which can lead to increased equipment costs that we may not be able to pass through to our customers;

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other cost fluctuations, such as costs for employee-related compensation and healthcare benefits;

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labor shortages, work stoppages or other labor difficulties;

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potential enactment of new legislation affecting our operations or labor relations; and

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possible write-offs or exceptional charges due to changes in applicable accounting standards, sales and service center reorganizations, obsolete or damaged equipment or the refinancing of debt.

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In addition, we may lose sales and incur various costs when integrating newly acquired businesses or opening new start-up locations, and the profitability of a new location is lower in the initial months of operation.

We may be unable to forecast trends accurately.

Our decisions about investments in designing, developing and producing new equipment are based in significant part on our views of future demand. We believe that our experience in our markets supports our effort to recognize inflection points (the points at which demand is poised to level off or change direction) in the cycles affecting the sectors in which our customers operate, so that we can seek to increase investment just before the bottom of the cycle (before we expect demand to expand) and seek to decrease investment just before the top of the cycle (before we expect demand to contract). However, economic volatility or uncertainty makes it difficult for us to forecast trends and set appropriate investment levels, which may have an adverse impact on our business and financial condition. If anticipated growth does not occur, we may not earn the level of returns that we hope to achieve on investments made during the bottom of the cycle. Additionally, any failure to effectively remarket a large influx of equipment coming off hire within a short period of time could materially adversely affect our financial performance. More generally, uncertainty regarding future customer demand in the markets in which we operate could cause us to maintain excess equipment inventory and increase our capital expenditure beyond what is efficient. On the other hand, whether as a result of poor demand forecasting or supply chain failure, or due to loss of equipment from natural disasters, accidents, expropriation or crimes or other malicious acts, if we do not have enough equipment to meet the level of customer demand for our services, we may lose out on opportunities to increase our revenue and profits by being able to enter into additional contracts in response to the increased demand and we may lose market share to our competitors. This is also the case if we have a shortage of particular types of equipment that may be in demand for certain types of projects. If, as a result of the shortage of equipment, we are unable to fulfill our existing contracts, our customers may take legal action against us for failing to fulfill or for breaching our contracts with them. Whether as a result of increasing investment in our equipment fleet or as a result of defending against such legal actions or compensating our customers, we may incur additional costs that may adversely affect our financial condition and results of operations. Failure to fulfill our contractual obligations as a result of shortage of equipment may also cause damage to our reputation in the market as a reliable supplier of engineered energy and temperature solutions.

If we are unable to forecast trends accurately, we may be unable to correctly predict the volume of work that we may be able to secure. We may be unable to plan our component supply purchases or equipment purchases or production appropriately without accurate forecasting. In addition, difficulties in forecasting future trends may cause us to accept contractual terms that turn out to be unfavorable to us, such as by taking on the risk of managing the fuel supply for a customer or agreeing not to limit certain types of liability that we may face. Such developments may lead to returns on contracts that are lower than what had been forecast at the time such contracts were entered into. Although there may be ways in certain cases for us to mitigate our exposure to such risks and liabilities, such as insurance, such mechanisms may not always be available on terms or at costs that are acceptable to us, or at all, and we may be required to absorb the impact of such unfavorable terms for the duration of these contracts. If the costs of performing on our

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contracts increase, we may not be able to raise our prices during the life of such contracts in response to increased costs. This may have a negative impact on our results of operation and financial condition. This may also be the case if the rates that we charge or the revenue we are able to recover from our customers on such contracts are less than anticipated. Furthermore, the materialization of various risks, whether or not they were forecast differently at the time the contracts were entered into, such as risks related to our supply chain, the performance of our equipment fleet, our operations or our customers’ operations of the equipment and security, may leave us with contracts whose costs to us outweigh their benefits to us or contracts that we are unable to fully perform. This could, in turn, lead not only to adverse effects on our results of operations and financial condition, but also to legal claims from our customers and damage to our reputation.

We may not be able to execute our growth strategy by identifying and opening attractive new sales and service center locations.

An element of our growth strategy is to selectively identify and implement new sales and service center locations. We may be unable to identify attractive new sales and service center locations. Opening new sales and service center locations may require significant investments and may involve risks associated with entering new markets, including markets where we face significant competition. We may not have sufficient management, financial and other resources to successfully operate the new sales and service center locations. In addition, our existing sales and service center locations, or any new sales and service center locations that we open or acquire, may turn out not to be appropriate locations for meeting our business requirements and customer needs. This may be due to poor market analysis, a change in business requirements, changes in market dynamics (such as customer demand, supply of available equipment fleet, pricing dynamics and actions and presence of our competitors) or changes in the risk of operating in a particular location. Operating from locations that do not meet our business requirements or customer needs may adversely affect our business, results of operations and financial condition. Any significant diversion of management’s attention or any major difficulties encountered in the locations that we open in the future could have a material adverse effect on our business, financial condition or results of operations, which could decrease our profitability and make it more difficult for us to grow our business. Furthermore, general economic conditions or unfavorable global capital and credit markets could affect the timing and extent to which we open new sales and service center locations, which could adversely affect our revenue and profitability.

We may be unable to collect amounts due from customers, and our operating results could be adversely affected.

Some of our customers may have liquidity problems and ultimately may not be able to fulfill the terms of their agreements with us. This risk can be expected to increase during economic slowdowns or recessions. In addition, in the past, customers have withheld and may in the future withhold amounts due if they claim that we did not fulfill our obligations under our agreement with them or claim that we have entered into an agreement on unacceptable terms, leading to liabilities the customer failed to anticipate.

Additionally, we may enter into agreements with customers on unfavorable terms (such as lack of insurance, deposit, or other protections in case our customers fail to meet their obligations), which may affect the profitability of such agreements. If we are unable to mitigate our entering into agreements on unfavorable terms or manage credit risk adequately, or if a large number of customers faces financial difficulties at the same time, our credit losses could increase above historical levels and our operating results would be adversely affected.

In particular, we have several large contracts in emerging market countries where payment processes can be unpredictable, where liquidity and interest rates can be adversely affected by a fall in commodity prices or our customers have competing demands on limited budgets. There is a risk that we do not obtain payment for a large project (or combination of projects) and/or a risk that a material value of assets is confiscated. As of January 3, 2026, we had a net exposure, after taking into account provisions or payment securities/guarantees, of $25 million to one customer, a net exposure of $15-17 million to two customers and a net exposure of $1-10 million to four customers. As of January 3, 2026, there were no customers to whom we had a net exposure in excess of $25 million. A customer’s non-payment would result in an increased bad debt provision or write-off of the debt. We have written off material receivables in the past, and it may be necessary for us to write off or impair receivables in the future. Should our assets be seized, we would also lose future revenue and profit associated with that equipment while having to write off its residual net book value. Any such development may adversely affect our business, financial condition and results of operations.

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Additionally, the emerging nature of some of the markets in which we operate, political instability, as well as changes in economic and trade sanctions and money laundering laws, rules, and regulations, have and may continue to prevent or make it difficult for us to collect amounts due from certain customers. Certain of our customers may be unwilling or unable to pay amounts owed or we may not be able to recover amounts from customers that become subject to economic or trade sanctions or other restrictions.

A significant portion of the revenue generated in Latin America (within our Americas reporting segment ) and AMEAPAC reporting segment is generated from a limited number of customers, and it may be difficult for us to replace such customers were contracts with such customers to end.

The success of our business, including in Latin America (within our Americas reporting segment) and AMEAPAC reporting segment , is dependent on the continuation of commercial relationships with our customers. There is no guarantee that these relationships will continue, on current terms or at current levels or at all, or that our customers will not seek alternative providers for their requirements. Revenue from customers that have accounted for significant revenue in past periods, individually or as a group, may not continue in future periods or, if continued, may not reach or exceed historical levels in any period. Further, if our key customers fail to remain competitive in their respective markets or encounter financial or operational problems, our business, financial position, results of operations and cash flows may be materially adversely affected.

The five largest customers of the combined value of our Latin America region (within our Americas reporting segment) and the AMEAPAC reporting segment accounted for approximately 37% of the revenue generated by these regions for the year ended January 3, 2026. Historically, such large customers have included national utility companies in Argentina, Côte d’Ivoire, Bangladesh and Brazil, as well as state companies in other countries with a history of shortfalls in their capability of providing energy. The stability and growth of our revenue from these emerging markets depends, at least in part, on our ability to maintain our contracts with our existing customers and to enter into new contracts upon the expiry or termination of existing contracts with such customers. We cannot guarantee that we will continue to be able to maintain our relationships with our existing customers going forward. Furthermore, as contracts are renewed and extended, they may be re-priced at a lower level, which may reduce the profitability of such contracts. In addition, reliance on a small number of customers could, in case of financial difficulty or insolvency of one of those customers, cause a significant impact on us. Because large customers of our Americas and AMEAPAC reporting segments have historically included national utility companies, it may be more difficult to collect amounts due from such customers than from the private sector customers in North America and Europe.

Our success, and the success of our Latin America region (within our Americas reporting segment) and AMEAPAC reporting segment, also depends, at least in part, on retaining our utility company customers and continuing to sign new contracts with them. Accordingly, the long-term profitability of these regions is dependent on long customer tenure. We believe that our customers recognize us, among others, for our high levels of service and strong customer support. If our service levels decline, this may damage our reputation and could reduce the confidence of our customers in us, impairing our ability to retain existing customers and attract new customers.

It may prove difficult for our Latin America region (within our Americas reporting segment) and AMEAPAC reporting segment to expand their customer base through the addition of new utility customers. We operate in a competitive environment, and the utility companies that we may seek to have as customers may prefer one or more of our competitors to provide the requisite service. Other businesses that seek to provide services similar to ours may also enter the market to serve the utility companies that are our customers or that we may seek to have as customers, which may negatively affect our market share, business, financial position, results of operations and cash flows. In the absence of new customers, our Americas and AMEAPAC reporting segments may become more reliant on existing customers to continue to enter into contracts with us.

We depend on manufacturers to obtain adequate components and finished products for our equipment and fleet on a timely basis and on acceptable terms.

For our most critical suppliers, we have achieved significant cost savings through our centralization of purchases of equipment components, finished products and other supplies under long term purchasing agreements on favorable terms. However, as a result, we depend on a small group of key suppliers for certain technologies, and we may rely on sole suppliers for some components and finished products. We purchase

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most of our components from well-known original equipment manufacturers, such as Cummins, Innio, Longi, Jinko, ABB, Schneider and Powertech, and certain finished products based on either the suppliers specification or Aggreko’s specification from Atlas Copco, Alfen, Huawei, Avtron, Crestchic, Hitachi (Sullair), Aerzen, Himoinsa, Bruno, Trane, Johnson Controls and Midea among others. We have long term purchasing agreements for supply security with our fuel (diesel and HVO) and lubricant suppliers such as Crown Oil. While we make every effort to evaluate our counterparties prior to entering into long-term and other significant procurement contracts, we cannot predict the impact on our suppliers of changes in the economic environment and other developments in their respective businesses. Insolvency, financial difficulties or other factors, including other logistical or strategic reasons, may result in our suppliers not being able to fulfill the terms of their agreements with us on a timely basis or at all. Our suppliers may go out of business or experience liquidity issues, issues with their supply chains or other financial or operational issues. Further, suppliers may be unwilling to extend contracts that provide favorable terms to us, or they may seek to renegotiate existing contracts with us. As a result, we could face increased costs for our equipment components and certain finished products or longer delivery times. Delays in the delivery of components and certain finished products may impair our ability to respond to increases in demand by affecting our ability to design, develop and produce our equipment fleet and may cause us to miss opportunities in our markets. Furthermore, if the components or finished products to be used to produce equipment in our fleet are not manufactured with high standards of quality, our reputation may suffer and we may fail to win contracts. If we are unable to effectively manage the procurement process, it may result in operational disruptions and financial loss for our business. Issues with our suppliers, or their issues with their own supply chains, may cause delays, lower production volumes or other problems with our own manufacturing process at our manufacturing facilities, which, in turn, may make it more difficult for us to have sufficient equipment to work on projects for our customers. Although we believe that we have alternative sources of supply for the components we purchase for use in our equipment fleet manufacturing process and for the finished products and other supplies used in our business, this may be more difficult in the case of sole suppliers, particularly if it is a sole supplier with whom we had worked together to design particular components and finished products. The termination or delay of orders by a major supplier, or the termination of our relationship with any of our key suppliers, could have a material adverse effect on our business, financial condition or results of operations in the event that we are unable to obtain adequate components, finished products or other supplies from other sources in a timely manner or at all.

We are subject to foreign currency exchange rate fluctuations, which may have a material adverse effect on our financial condition or results of operation.

As a result of the international nature of our business, our subsidiaries may make or receive payments denominated in currencies other than their reporting currencies. We are likely, therefore, to be exposed to foreign currency risks caused by fluctuations in the value of such cash flows in reporting currencies of our subsidiaries, which may result in material impacts on the financial condition and results of our subsidiaries’ operations.

We report our results in U.S. dollar. As a result of our international operations, components of our financial and operating results may be denominated in a local currency other than U.S. dollar. We are likely, therefore, to be exposed to foreign currency exchange risks caused by fluctuations in the value of foreign currencies when the financial accounts of our operations in non-U.S. dollar jurisdictions are translated into U.S. dollar values for the purposes of our financial reporting, which may result in material impacts on our financial condition and results of operations. Exchange rate fluctuations may diminish the U.S. dollar-denominated value of our financial results. Moreover, we will incur costs, which may be significant, or may experience substantial delays when converting one currency into another or such conversion may even be prohibited.

We have entered into transactions for derivative instruments to mitigate such currency risks, and we may continue to seek to hedge such currency risks in the future. These hedges are typically structured in a series of forward contracts or forward currency options. Accordingly, there is a risk that the hedges would not remove all of the risk associated with the amount hedged. In addition, if a hedge is only partial, we would remain at risk for the unhedged amount. Should we enter into a currency exchange hedge, we may be required to satisfy a margin call.

Inflationary pressures may cause currencies in certain jurisdictions to depreciate in value against the U.S. dollar and other international currencies. For example, over the past decades, the governments of different Latin American countries have implemented various economic plans and used exchange rate

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arrangements, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and floating exchange rate systems. Such actions have generally adversely affected the value of companies in the region. There can be no guarantees as to whether any specific local currency in any region will depreciate or appreciate against the U.S. dollar or other currencies in the future but, in light of history, such fluctuations may take place. There may be a heightened risk of local currency depreciation relative to the U.S. dollar value of our operations based in Latin America or other regions or jurisdictions with significant history of currency depreciation. This could have substantial negative effects on our U.S. dollar-denominated returns. Furthermore, fluctuations in foreign exchange rates may place us at a competitive disadvantage relative to competitors whose cost bases are denominated in different currencies that have depreciated against the U.S. dollar, enabling such competitors to offer lower pricing in local markets. This competitive dynamic could adversely affect our ability to win or retain contracts in certain markets.

We are subject to significant foreign currency exchange controls in certain countries in which we operate.

We are, in some countries, and could become elsewhere, subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which limits our ability to use this cash across our global operations. We also face risks related to the collection of payments due to us from our customers that are located in certain geographical regions with foreign currency or international monetary controls. While contracts with such customers generally specify U.S. dollar as the currency of payment, it may be difficult to receive payment in U.S. dollar if there are exchange controls, if the relevant laws and regulations change or if the customer has difficulty obtaining or securing U.S. dollar. This risk could increase as we continue our geographical expansion. In particular, for the year ended January 3, 2026, we derived approximately 3% of our net revenue from Argentina, Cameroon, Egypt, Guinea, India, Mali, Nigeria and Tanzania. These countries, among others, have adopted or been subject to international restrictions on the ability to transfer funds out of such countries and convert local currencies into U.S. dollar, with China imposing particularly stringent controls. This may increase our costs and limit our ability to convert the relevant local currencies into U.S. dollars and transfer funds out of those countries or other countries that may adopt such controls in the future. There may be other obstacles to the repatriation of our earnings that prevent or limit us from being able to move our cash out of a certain jurisdiction. Any shortages or restrictions may impede our ability to convert these currencies into U.S. dollars and to transfer funds, including for the payment of interest or principal on our current or future outstanding debt.

Fluctuations in interest rates and commodity prices may also materially adversely affect our revenue, results of operations and cash flows.

Although we may decide to convert certain of our variable rate borrowings into fixed rate debt through interest rate swaps and other hedges, such hedges may fail to eliminate risks associated with variable rates. Fluctuations in interest rates may negatively impact the amount of interest payments, as well as our ability to refinance portions of our existing debt in the future at attractive interest rates. In addition, certain of our end markets, as well as portions of our cost structure, such as transportation costs, are sensitive to changes in commodity prices, which can impact both the demand for and the profitability of our services. These changes could impact our future earnings and cash flows, assuming other factors are held constant.

If we determine that our goodwill or other assets have become impaired, we may incur impairment charges, which would negatively impact our results of operations.

As of January 3, 2026, we had $2,073 million of goodwill on our audited consolidated balance sheet. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. We assess potential impairment of our goodwill at least annually. Impairment may result from significant changes in the manner of use of the acquired assets, negative industry or economic trends and/or significant underperformance relative to historical or projected operating results. Further, an impairment loss recognized for goodwill is not reversed in a subsequent period. An impairment of our goodwill may have a material adverse effect on our results of operations. In addition to goodwill, our financial assets could be impaired for a number of reasons, such as defaults by our customers, financial counterparties or governments, commercial disputes, human error or fraud or other financial misreporting. Furthermore, financial assets may be impaired as a result of reduction in business requirements resulting in an unbudgeted financial shortfall.

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Pursuant to current accounting rules, we are required to assess property, plant and equipment, inventory and other intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or where there are indications that a previously recognized impairment loss has reduced. Receivables are considered for impairment to reflect the possibility of future default or non-collectability. At each reporting period, an assessment is performed to determine whether there are any indicators of impairment of our assets, which involves considering the performance of our business and any significant changes to the markets in which we operate. Identifying whether there are indicators of impairment for assets involves a high level of judgment and a good understanding of the drivers of value behind the asset. If there is an impairment indicator, then an impairment review is carried out. This review involves a high level of estimation. We concluded for the years ending January 3, 2026, December 28, 2024 and December 30, 2023 that the triggers for the potential impairment were the proposed sale price of Aggreko Eurasia LLC (which was lower than the carrying amount), and the non-collectability of certain trade receivables. We determined that there was no impairment of goodwill over the same time period.

A failure to adequately address our exposure to environmental, social and governance (“ESG”) related risks and evolving scrutiny and expectations may have adverse implications for our business and our reputation and may adversely affect the value of our ordinary shares.

Some of our key stakeholders, including some of our employees, customers, investors and suppliers, as well as policymakers and regulators are increasingly focused on ESG-related issues, including those relating to sustainability, renewable resources, environmental stewardship, supply chain management, climate change, diversity and inclusion, workplace conduct, employee well-being and engagement, human rights, responsible sourcing, low carbon transition, responsible use of artificial intelligence, philanthropy and support for local communities. For example, new and proposed laws and regulations in the United Kingdom, the European Union and the United States requiring the identification, quantification, and disclosure of certain ESG matters, including those relating to sustainability, climate change, supply chain, human capital and GHG emissions, are under consideration or being adopted, or may be in the future. These requirements have resulted in, and may continue to result in, our need to make additional investments and implement new practices and reporting processes, which will require management attention and give rise to additional compliance risks. Any failure or perceived failure to accurately report on our current or future ESG-related commitments, including our GHG emissions reduction commitments, and any differences between our commitments and those of any companies to which we are or may be compared, could harm our reputation, adversely affect our ability to effectively compete or expose us to potential legal liability. In addition, any failure or perceived failure to transparently and consistently implement our sustainability strategy across our business, or to achieve our goals and commitments, may adversely impact our financial condition and reputation and may negatively impact our stakeholders, each of whom, in turn, have ESG-related expectations, concerns and aims which may differ, both within and across the markets in which we operate. Certain investor advocacy groups, certain institutional investors, investment funds, lenders, employees and other market participants are focused on ESG practices, goals, performance and disclosures. Certain financial stakeholders have placed importance on the environmental and social cost and impact of their investments and consider that the energy industry faces ESG risks that some other industries do not. Conversely, other stakeholders have taken, or may in the future take contrary positions with respect to ESG-related risks and disclosures and, if we take actions or make commitments that do not meet the diverging expectations of these stakeholders, we could be subject to negative responses by governmental actors (such as anti-ESG legislation, scrutiny or retaliatory legislative treatment) or certain stakeholders (such as litigation or negative publicity campaigns) that could adversely affect our business. The continued focus and activism related to ESG and similar matters may hinder access to or increase the cost of capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.

With respect to sustainability performance, we aim for a 30% reduction in the emissions intensity of our energy solutions by 2030 and to achieve net zero Scope 1 and Scope 2 GHG emissions by 2035, in each case against a 2021 baseline. These targets are aspirational and reflect our current plans and assumptions; they are not guarantees, and our ability to achieve them is subject to significant risks, uncertainties and factors beyond our control. No assurance can be given that we will meet these targets on the anticipated timeline, or at all, and our actual results may differ materially from these goals. Achieving these commitments may

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require us to implement facility upgrades, fleet transitions and other operational changes that we expect could require significant capital investments, the costs of which are difficult to estimate and may be material. Our ability to achieve our sustainability and emissions targets depends on numerous factors, including the availability and cost of technology and alternative fuels, customer demand, the pace and substance of regulatory change, and our ability to collect, validate and report data across a large, global fleet and footprint. Our reported metrics and progress may be based in part on estimates and assumptions and may be subject to changes in methodology, boundary and data availability over time. To the extent we make statements regarding targets, pathways or expected progress, those statements are inherently forward-looking and subject to significant uncertainty, and we may be required to revise our targets, initiatives or timelines. If we fail or are perceived to fail to meet applicable standards or expectations with respect to these issues across all of our operations and activities, our reputation and brand image could be damaged, we may lose the trust of our stakeholders (including investors, customers and our employees), and our business, financial condition and results of operations could be adversely impacted. In addition, changes in consumer and market demands, regulatory requirements and other ESG-related considerations may negatively impact our perceived sustainability performance or otherwise impact our reputation and accordingly our business and financial results.

The impact of our ESG-related risks and practices, including with respect to various ESG matters in our business and in the local communities in which we operate, has been and may continue to be assessed by third-party ratings organizations and various stakeholders. Unfavorable ESG ratings could lead to negative investor sentiment and damage to our reputation which, in certain cases, could effectively limit our access to capital markets, result in scrutiny regarding our commitment to ESG principles and standards, divert investment to other companies and impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations and value of our ordinary shares.

In addition, ESG ratings may vary among the different ESG ratings organizations and are subject to differing methodologies, assumptions and priorities used by such organizations to assess sustainability performance and risks. There is no guarantee that the methodology used by any particular ESG rating provider will conform with the expectations or requirements of any investor or any present or future applicable standards, recommendations, criteria, laws, regulations, guidelines or listing rules. Any ESG rating obtained by the Group or its affiliates provides no guarantee as to the actual environmental and/or social impacts of the Group or its affiliates. Prospective investors must determine for themselves the relevance of any such ESG rating information in making an investment decision.

We have included in this prospectus certain unaudited adjusted data and other financial information not prepared in accordance with GAAP.

We have included in this prospectus certain unaudited adjusted data, which aims to remove the impact of currency upon comparative period financial results by converting them using the current period annual average foreign exchange rates, effectively presenting the adjusted data at a constant currency rate. Constant currency is a non-GAAP measure and does not reflect actual results under GAAP. In addition, we have included certain other non-GAAP financial measures, including Underlying Revenue, Segment Underlying Revenue, Underlying Operating Income, Adjusted EBIT, Adjusted EBITDA, Adjusted EBITDA Margin, Return on Capital Employed, and Adjusted EBIT excluding Amortization of Intangible Assets. The non-GAAP financial measures and other information (including unaudited adjusted data) are based on available information and certain assumptions and estimates that are subject to significant judgment and uncertainty. However, these assumptions and estimates are inherently uncertain, subject to a wide variety of significant business, economic and other risks and may differ materially from our actual financial condition or results of operations. Certain of these amounts have not been, and, in certain cases cannot be, audited, reviewed or verified by any independent accounting firm. In addition, some of the financial information included in this prospectus, particularly Adjusted EBITDA, has been adjusted to exclude certain non-operational or strategic review costs, which may not be indicative of our ongoing operating performance. As a result, these measures should not be relied upon in the absence of a review of the GAAP financial information and discussions contained in this prospectus.

This prospectus includes forward-looking statements and certain industry information that involve risks and uncertainties.

This prospectus contains forward-looking statements that involve risks and uncertainties, including statements regarding our plans, strategies, objectives, expectations, performance targets, estimates, projections and forecasts, goals, resources, future projects, capital expenditure plans, business expansion plans, changes

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in laws related to business operations, government policies in different countries, industry-related forecasts and other factors which anticipate future events.

Furthermore, the estimated energy solutions serviceable addressable market data and forecast data related to electricity demand and electricity generation included in this prospectus are management estimates, are not part of our financial statements or financial accounting records and have not been audited or otherwise reviewed by outside auditors, consultants or experts. The use or computation of the energy solutions serviceable addressable market may not be comparable to the use or computation of energy solutions serviceable addressable market data reported or used by other companies, including in our industry.

Risks Related to Information Technology, Data Security and Privacy, and Intellectual Property

We and our third-party service providers are heavily reliant upon communications networks and centralized information technology (“IT”) systems, and the concentration of these systems may expose us to risks, including the risk of the misuse or theft of information or compromise of our IT systems as a result of cybersecurity breaches or otherwise, which could harm our brand, reputation or competitive position and give rise to material legal or financial liabilities, which could in turn materially adversely affect our business, results of operations, and financial condition .

We rely heavily on computer systems, hardware, software, technology infrastructure and online sites and networks (collectively, “IT Systems”) to conduct both internal and external operations that are critical to our business, including to process transactions, manage our pricing, equipment fleet and financing arrangements, pay suppliers and other third parties, collect from our customers and account for our activities. Our IT Systems also facilitate our ability to monitor and control our assets and operations and adjust to changing market conditions and customer needs. Our major IT Systems and accounting functions are centralized in a few locations and, wherever economical, based on cloud services. Any disruption, termination or substandard provision of these services could materially adversely affect our business by disrupting normal operations, whether as the result of computer or telecommunications issues (including operational failures, ransomware or other computer malware), localized conditions (such as a power outage, fire or explosion, or connectivity issues preventing access to our cloud-based services), events or circumstances of broader geographic impact (such as an earthquake, storm, flood, or other natural disaster, pandemic, epidemic, strike, act of war, evacuation, coup, kidnapping and ransom demand, extortion, civil unrest or terrorist act) or otherwise.

Our IT environment includes IT Systems that we own and manage, as well as IT Systems and related products and services that are provided or supported by third parties. We and certain of our third-party service providers collect, maintain and process data about our customers, employees, business partners and others, as well as proprietary and sensitive information belonging to our business such as trade secrets (collectively, “Confidential Information”). Our increasing reliance on third-party service providers, particularly hyperscale cloud providers such as Amazon Web Services and Microsoft Azure, exposes our business to the risk that a material outage, degradation of service, security breach or other incident, or loss of critical functionality at these providers could significantly disrupt our operations, including remote monitoring of assets, data platforms, customer-facing applications and internal business systems, potentially resulting in lost revenue, contractual penalties, reputational harm and increased costs to restore or migrate services. If outages, service degradations or other incidents were to affect the regions and services on which our cloud-based applications and data platforms depend, our ability to deliver, monitor, bill for, and support our power and temperature control solutions could be impaired for extended periods, and our existing continuity, redundancy and disaster recovery measures may not fully mitigate the operational, financial, legal, and reputational impacts of such events.

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as business email compromise, social engineering or phishing attacks, malware (including ransomware), malfeasance by insiders, human or technological error, malicious code and misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services. If successful, these items could have a materially adverse effect on our

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ability to operate our business and could negatively impact our reputation, including through the loss or compromise of commercially sensitive data or personal data, loss of data integrity within our systems or loss of financial assets through fraud. A cyberattack on our back-office, operational control systems or cloud-based services could also result in our not being able to deliver services to our customers. We and certain of our third-party service providers have been subject to attempted cyberattacks and other cybersecurity incidents in the past and may continue to be subject to such attacks and incidents in the future. While no such attacks or incidents have had a material impact on our operations or financial results to date, we cannot guarantee that future incidents would not have such an impact. Moreover, while we maintain a cybersecurity risk management program designed to protect our IT Systems and Confidential Information, we cannot guarantee that such program will be fully implemented or complied with, or that our IT Systems and Confidential Information are fully protected against third-party intrusions or against viruses, ransomware, or similar threats. Also, a cyber-infiltration may not be detected or addressed in a timely manner, increasing the risk of significant data loss or compromise and financial fraud. As cyber-incidents continue to increase in frequency, evolve and become more complex, including as a result of the use of artificial intelligence, machine learning, automated decision-making or similar technologies (“AI” or “AI technologies”), we will likely be required to expend additional resources to continue to modify or enhance our protective measures and to investigate and remediate any vulnerabilities to cyber-incidents. Our IT Systems also could suffer system component failures or experience issues with system capacity. Disruptions resulting from these threats, system crashes or other causes could have a material adverse effect on our business. In particular, any disruption to our cloud-based enterprise resource planning (“ERP”) system or other business systems, or the failure of any of such system to operate as expected, could adversely affect our operating results. We back up most of our data daily and have a disaster recovery plan in place for most of our systems, including our ERP system. However, our disaster recovery plan does not cover all of our systems. Our back-up systems may fail, and any recovery of our data may be incomplete or subject to delay. Any upgrade to our ERP system or other business systems, or transition to or implementation of a new ERP system or other business systems, may disrupt our business operations, including as a result of defects or bugs in new systems, the failure by us or third parties to successfully upgrade, transition or implement new systems or other reasons. For example, we transitioned our “on premise” ERP system to a modern cloud-based version which relies on an external service provider for incident response. Any failure of our external service provider in identifying any malfunctions or resolving any disruptions in our ERP system in a timely manner or at all may cause a loss or compromise of our data (including sensitive data) or prevent us from operating our business, which could impact our reputation as well as materially affect our commercial relations and operations, with material adverse effects on our business, financial condition and results of operations.

In addition, our customers regularly transmit Confidential Information to us via the Internet and through other electronic means. Our facilities and IT Systems, and those of our third-party service providers, may contain defects in design or manufacture or other problems that could compromise information security or could lead to the loss of Confidential Information and are also subject to the risk of human error, including accidental transmission of such information. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, and these attacks are increasing in their frequency, sophistication and intensity. Many of the techniques used to obtain unauthorized access, including malware and other malicious software programs, are difficult to anticipate until launched against a target, and we may be unable to implement adequate preventative measures.

Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information could result in legal claims or proceedings, regulatory investigations and enforcement actions, fines, penalties, and negative reputational impacts that could cause us to lose existing or future customers, and incur potentially significant costs for incident response, system restoration or remediation and future compliance. Any or all of the foregoing could materially adversely affect our business, results of operations, and financial condition. Additionally, mandatory disclosures regarding data security breaches can lead to widespread negative publicity, which could harm our reputation and brand and could cause our customers and employees to lose confidence in the effectiveness of our data security measures. As a result, a data security breach could cause the loss of customers and could also require that we invest significant additional resources in our information security systems. A data security breach could also lead to legal proceedings initiated by parties who believe themselves to have been negatively affected by such a breach, which could have further negative financial and reputational impacts on our business. We carry insurance, including cyber

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liability insurance, commensurate with the size and nature of our operations, but we cannot guarantee that any costs and liabilities in relation to an attack or incident involving our IT Systems or Confidential Information will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

We outsource a portion of our IT services, including our managed cyber-defense operations, and otherwise rely on third-party service providers in connection with our business. Therefore, we are susceptible to disruptions, failures, breaches, poor performance and other incidents affecting the systems maintained by our third-party service providers. Any disruption, failure, breach, poor performance or other incident affecting any of these systems could lead to lower revenue, increased costs or other material adverse effects on our business and results of operations. Further, if we are unable to successfully manage key suppliers of our IT systems, equipment or services, we may face increased costs or disruptions in our business operations, particularly if it becomes necessary for us to replace a supplier with a different supplier.

Our business is subject to evolving federal, state, and foreign laws and other requirements relating to privacy and data security, data processing, and data transfer restrictions, and any failure to comply could adversely affect our business, results of our operations, and financial condition.

In connection with running our business, we receive, store, use and otherwise process information that relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Data”), including from and about actual and prospective customers, as well as our employees and business contacts. We also depend on a number of third-party vendors in relation to the operation of our business, a number of which process Personal Data on our behalf. Accordingly, we and our vendors are subject to a variety of federal, state and foreign data privacy laws, rules, regulations, industry standards and other requirements, including those that apply generally to the processing of Personal Data, and those that are specific to certain industries, sectors, contexts, or locations. Although we collect and store only a limited amount of Personal Data, any failure or perceived failure by us to comply with laws, regulations and other requirements relating to the privacy, security and handling of information could result in proceedings or actions against us by individuals, government agencies, or others. We could incur significant costs in investigating and defending such claims and, if found liable, be required to pay significant damages or fines or make changes to our business. These proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

In various regions in which we operate, the collection, storage, distribution, and processing of data, including Personal Data, is subject to governmental regulation and legislation. In the Cayman Islands, we have certain duties under the Data Protection Act (As Revised) based on internationally accepted principles of data privacy. In the European Union, we must comply with strict data protection and privacy laws that restrict our ability to collect, use and otherwise process Personal Data (including personal data relating to customers and potential customers), including the use of that information. In particular, we are subject to the European Union General Data Protection Regulation (the “EU GDPR”) and to the United Kingdom General Data Protection Regulation and Data Protection Act 2018 which operates alongside the United Kingdom’s Data Use and Access Act 2025, a separate law introducing reforms to the UK’s data protection and cybersecurity framework (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”), which comprehensively regulate our use of Personal Data, including cross-border transfers of Personal Data outside of the EEA and the UK. Since we are subject to the supervision of relevant data protection authorities in the EEA and the UK, we could be fined under the EU GDPR and the UK GDPR independently in respect of the same breach. In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease or change our data processing activities, enforcement notices, assessment notices (for a compulsory audit) and civil claims (including class actions).

In the United States, both federal and various state governments have adopted, or are considering adopting, laws, guidelines, or regulations for the collection, storage, distribution, and processing of data that may apply to our business. We are subject to several state privacy laws and regulations, including, for example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act

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(collectively, the “CCPA”). The CCPA gives California residents expanded privacy rights and protections, such as the right to access and request deletion of their information, opt out of certain forms of Personal Data sharing and receive detailed information about how their Personal Data is used. Similar laws have been passed or are being considered in a majority of states. In addition, all 50 states have enacted laws with varying obligations to provide notification of security breaches of Personal Data to affected individuals, state officers and/or other third parties. Furthermore, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as relating to promises made in privacy policies and the online collection, use, dissemination and security of data, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws. All of the foregoing reflects a trend towards a more stringent privacy regulatory framework in the United States.

Other jurisdictions in which we operate also have enacted, or are considering or have plans to enact in the future, laws and regulations regarding data protection, privacy and information security with which we must comply. Compliance with such laws and regulations may increase our compliance costs and potential liability.

Regulatory and judicial interpretations of laws and regulations related to data protection, privacy and information security are also subject to ongoing change. For example, certain mechanisms for transferring Personal Data internationally in compliance with EU and UK laws and regulations have had to change in recent years following judicial challenges, and are likely to be subject to further challenge. Monitoring and responding to such developments, which may not be possible to predict, could further increase our compliance costs and potential liability.

Further, in view of new or modified foreign laws and regulations, industry standards, contractual obligations and other legal obligations, or any changes in their interpretation, we may find it necessary or desirable to fundamentally change our processing of data and business activities and practices or to expend significant resources to adapt to these changes, which could ultimately hinder our ability to grow our business by extracting value from our data assets. We may be unable to make such changes and modifications in a commercially reasonable manner or at all.

Our service providers and business partners are also subject to laws and regulations related to data protection, privacy and information security. Any failure by these third parties to comply with or adapt to such laws and regulations or any adverse effects on their operations, services or financial condition as a result of such laws or regulations, or as the result of a data security breach they suffer or are exposed to, could also indirectly adversely affect our business.

We may not be able to obtain, maintain, protect or enforce our intellectual property and other proprietary rights that are material to our business, and third parties may claim that we are infringing, misappropriating or otherwise violating their intellectual property or other proprietary rights.

Our success and ability to compete effectively depends in part upon obtaining, maintaining, protecting and enforcing our rights in patents, copyrights, trademarks, trade secrets and other intellectual property rights that we own or license. Our use of contractual provisions, including confidentiality procedures and agreements and other methods, and our reliance on patent, copyright, trademark, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights, may not be adequate or effective. These measures could fail to prevent third parties from independently developing equipment and services similar to or duplicative of our equipment and services, or our competitors from gaining access to our proprietary information or technology, and may not prevent or provide meaningful protection in the event of any misappropriation, infringement, reverse engineering or other violation of intellectual property rights owned or licensed by us. In addition, effective patent, copyright, trademark, trade secret and other intellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not protect our intellectual property rights to the same extent as in the United States, and it may be more difficult for us to successfully challenge the use of our intellectual property rights by third parties in these countries.

While we have applied for and obtained certain U.S. and foreign intellectual property registrations, we cannot guarantee that any of our pending applications will be approved by the applicable governmental authorities. For instance, some pending trademark applications filed by us may not result in registrations due

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to prior use by third parties, lack of sufficient distinctiveness, objections raised by third parties or other grounds for refusal or rejection. Additionally, even if other intellectual property rights are issued or registered to us, such intellectual property rights may not provide meaningful protection against competitors or against competitive technologies. We also may choose not to pursue intellectual property registration in every instance.

We also rely upon unpatented proprietary know-how, continuing technological innovation and other trade secrets to develop and maintain our competitive position. While it is our policy to enter into confidentiality agreements with our employees and third parties to protect our intellectual property, a breach of these agreements or a breakdown in our internal policies and procedures could lead to an unauthorized disclosure or use of our proprietary, confidential or material non-public information, which could in turn harm our business, financial condition or results of operations. In addition, adequate remedies may not be available in the event of any unauthorized use or disclosure of our proprietary information.

Monitoring for unauthorized use, infringement, misappropriation or other violation of our intellectual property rights could be costly and time-consuming, and we are unlikely to be able to detect all instances of such violations. Attempts to enforce our intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property rights against us, or result in a holding that invalidates, or narrows the scope of, our intellectual property rights, in whole or in part. Litigation or other proceedings may be necessary to obtain, maintain, protect or enforce our intellectual property rights and proprietary information or to defend against claims by third parties that our intellectual property rights are invalid or unenforceable, or that our services, equipment or other operations infringe, misappropriate or otherwise violate their intellectual property rights. Any such litigation or claims brought by or against us could result in substantial costs, result in settlement on unfavorable terms and cause a diversion of resources and attention. A successful claim of patent, copyright, trademark or other intellectual property infringement, misappropriation or other violation against us could subject us to significant damages or an injunction preventing us from using the applicable intellectual property or providing certain of our equipment or services, or could require us to seek licenses from third parties, which may not be available on commercially reasonable terms or at all.

Any of the foregoing could materially adversely affect our business, results of operations and financial condition.

We employ open source licensed software for use in our business, and the terms of open source licenses could result in increased costs and additional obligations or restrictions.

We use third-party open source software in connection with the development and deployment of our proprietary software, and we expect to continue to use open source software in the future. Certain open source licenses contain requirements that, depending on the manner in which the open source software is used, modified, incorporated or made available, may require users to publicly disclose all or part of the source code to proprietary software containing or linked to such open source software and/or make available any derivative works of the open source code under the same open source license, which could include portions of our proprietary source code. If a third party were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations, which could divert management’s time and attention, expose us to certain claims, and subject us to significant damages or require us to comply with onerous conditions or restrictions on the use of our proprietary software. We also may face claims from third parties claiming ownership of what we believe to be open source software or demanding release of the open source software or derivative works that we developed using such software, which could include our proprietary source code. In any of these events, we could be required to re-engineer all or a portion of our technology systems, or we could be required to discontinue use of our services and other software in the event re-engineering cannot be accomplished on a timely basis. While we employ practices designed to both monitor our compliance with the license terms of open source software and ensure that we do not use any open source software in a manner that would require us to disclose our proprietary source code, we cannot guarantee that such practices will be effective. We also cannot guarantee that all license terms applicable to open source software are reviewed prior to use in our proprietary software, or that our developers have not incorporated (and will not in the future incorporate) open source software into our proprietary software without our knowledge.

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Failure to maintain, upgrade or replace our IT Systems could materially adversely affect our business, results of operations and financial condition.

Our business continues to demand the use of sophisticated IT Systems and technology. As a result, we devote significant time and expense to maintaining, upgrading or replacing our IT Systems in order to meet our customers’ demands and expectations. These types of activities subject us to additional costs and inherent risks associated with replacing and changing these systems, including potential impairment of our ability to manage our business, potential disruption of our internal control structure, substantial capital expenditure, additional administration and operating expenses, demands on management time, training our employees to operate the systems and other risks and costs of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. Many of the software programs, technology and other IT Systems that we use in the ordinary course of our business operations are leased or licensed to us by independent software vendors or other third parties. We rely on these vendors to maintain and periodically upgrade many of these systems so that they can continue to support our business. The inability of these vendors or us to continue to maintain and upgrade these systems would disrupt or reduce the efficiency of our operations, particularly if we were unable to transition to alternate systems in an efficient and timely manner. If we are unable to continue our leasing or licensing relationships, either at all or on terms acceptable to us, and we are unable to find suitable replacements, our operations may be disrupted by an inability to upgrade or continue to operate our IT Systems.

In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, and maintenance and support of outdated or other existing systems, could disrupt or reduce the efficiency of our business operations and could have an adverse effect on our operations if not anticipated and appropriately mitigated. If we acquire or contract for IT Systems that turn out not to be suitable for our strategic plans as a result of, for example, our incorrect analysis of our business requirements or market demands or our failure to exercise sufficient control over our procurement processes, our operations could be disrupted and we could incur additional costs to acquire replacement IT Systems. Furthermore, if our IT Systems do not meet their required performance standards or become obsolete due to, for example, design or implementation faults or poor maintenance, changes in business requirements, market dynamics and regulations as well as advances in technology, we could face operational, financial and security risks, including in relation to critical or sensitive data. In addition, any unauthorized access to, or loss or misappropriation of, our proprietary data, trade secrets or other confidential information stored in our IT Systems could also diminish our competitive advantages and adversely affect our business. The quality of our IT Systems may be insufficient to support our business operations. Our competitive position may be adversely affected if we are unable to maintain, upgrade or replace systems that allow us to manage our business in a competitive manner. If we are unable to meet customer cybersecurity requirements, which generally are becoming more stringent over time, there may be a negative impact on our ability to win future contracts with our customers. We also may not achieve the benefits that we anticipate from an upgraded or replaced system. Additionally, any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws and regulations.

Failure to effectively manage the development and use of AI technologies, combined with an evolving regulatory environment, could have a material adverse effect on our business, financial condition and results of operations.

We currently use AI in our business and plan to expand our use as our understanding improves and the technology matures. For example, we use AI to help our sales teams profile countries, sectors and target customers and to improve the quality of our sales plans. We also use AI in the development of our own software code and to assist with the remote monitoring of our assets, analyzing telemetry data and suggesting likely causes of issues and remedial actions. Our in-house chat bot makes corporate information available through a chat interface, saving time for employees and improving decision making. We expect that increased investment will be required in the future to continue to develop and improve our use of AI technologies. As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of, or our investments in, such technologies will always enhance our equipment or services or otherwise be beneficial to our business, including our efficiency or profitability.

AI technologies, which are relatively new and still in the early stages of commercial use (and market acceptance of which is uncertain), are complex and rapidly evolving, and may over time become more important in our operations, and those of our service providers and other organizations connected to us.

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The introduction of AI into new or existing processes may result in new or enhanced governmental or regulatory scrutiny, intellectual property or other litigation, data protection, confidentiality or information security risks, social or ethical concerns, competitive harm, additional costs or other complications. For example, AI technologies, including generative AI, may create content that appears correct but is factually inaccurate, incomplete, misleading or otherwise flawed. In addition, inappropriate or controversial data practices by developers and end-users or other factors adversely affecting public opinion of AI could impair the acceptance of AI technologies, including those incorporated in our services. If the AI technologies that we use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm or other adverse impacts on our business and financial results. Intellectual property ownership, privacy, rights and practices surrounding AI technologies are still being developed and have not been fully addressed by U.S. courts or federal, state or non-U.S. laws or regulations. We use generative AI technologies, including tools provided by third parties, to develop or assist in the development of our own software code. If these AI technologies generate code that is overly similar to proprietary or open source software code on which the AI technologies were trained, or to software processes that are protected by patents, we could risk losing protection of our own proprietary code that is commingled with such code and additionally be subject to intellectual property infringement claims. In addition, the terms of use of these third-party generative AI tools may state that the third-party provider retains rights in the generated code. Therefore, any outputs created by our use of AI technologies may not be subject to intellectual property protection, which may adversely affect our ability to use or commercialize such outputs. AI technologies may also be competitive with, or contribute to the obsolescence of, our or related organizations’ products, resources and services.

In the United States, the regulatory framework for AI technologies faces significant uncertainty. At the federal level, Congress has yet to enact meaningful AI legislation. Instead, federal policy on AI has been shaped by a series of executive orders that have shifted priorities and requirements substantially depending on the administration in power. In the absence of federal AI legislation, a number of states have enacted laws regulating various aspects of AI technologies. For example, California has enacted laws and regulations related to AI safety protocols, reporting and transparency, among other AI-related topics. In Europe, the EU Artificial Intelligence Act (the “EU AI Act”) entered into force on August 1, 2024, and establishes a comprehensive, risk-based governance framework for AI in the EU market. The majority of the substantive requirements under the EU AI Act are expected to apply from August 2, 2026, though the European Commission has proposed an extension to December 2, 2027 (such extension has not yet been finalized). It is possible that further new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including competition, antitrust, data privacy and consumer protection laws, may be interpreted or enforced in ways that would limit our ability to use AI technologies for our business, or require us to change the way we use AI technologies in a manner that negatively affects our business. Any failure or perceived failure by us to comply with AI-related laws, rules or regulations could result in proceedings or actions against us by individuals, government agencies, or others, and we could incur significant costs in investigating and defending such claims and, if found liable, be required to pay significant damages or fines or make changes to our business. Moreover, the scope, application and enforcement of such requirements remain uncertain and may give rise to additional compliance costs or operational constraints. Reliance on data and algorithms may make AI, and our business, more susceptible to cybersecurity threats, including the compromise of underlying models, training data or other intellectual property. Efforts around the use of these technologies require additional investment in operational controls and procedures, development and implementation of appropriate protections and safeguards for handling the use of data with AI, including with respect to data leakage, fraud prevention and regulatory compliance costs. Any failure or perceived failure to successfully integrate AI technologies, respond to customer or market demands, accurately communicate AI initiatives, comply with AI-related laws or regulations, identify or address any legal or regulatory issues associated with AI or effectively manage related risks could result in lawsuits (including class actions), investigations, enforcement actions, negative reputational impacts, and other penalties that have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Taxation, Legal and Regulatory Compliance

Changes in tax laws or challenges to any tax position we take could adversely affect our results of operations and financial condition.

We are subject to complex tax laws in each of the jurisdictions in which we operate as well as to international tax laws. Changes in tax laws or regulations or to their interpretations could adversely affect our tax position, including our effective tax rate or tax payments.

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Our future effective tax rate could be adversely affected by changes to our operating structure, changes in the mix of earnings and taxable profits in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, changes in tax laws and the discovery of new information in the course of our tax return preparation process. Changes in tax laws or regulations, including changes in the United States related to the treatment of accelerated depreciation expense, carryforwards of net operating losses, and taxation of foreign income and expenses, may increase tax uncertainty and adversely affect our results of operations. For example, changes driven by the Organisation for Economic Co-operation and Development (“OECD”) Base Erosion and Profit Shifting initiative relate to the reform of the international allocation of taxing rights and a system ensuring a minimum level of tax for multinational enterprises (“Pillar II”). Pillar II has been implemented in varying degrees in certain participating jurisdictions, and remains subject to on-going negotiations. Depending on the outcome and/or implementation of Pillar II proposals as adopted by countries, these contemplated rules may materially and adversely impact our operating activities, effective tax rate, deferred tax assets, operating income and cash flows. In particular, the United Kingdom, the Grand Duchy of Luxembourg and the Netherlands have implemented Pillar II within their domestic laws, introducing the income inclusion rule, the qualified domestic minimum top-up tax and the undertaxed profit payments rule.

Our entities in the United Arab Emirates are subject to tax in the United Arab Emirates. Since January 1, 2024, we have been subject to a newly introduced corporate income tax of 9%. If such corporate income tax were to be raised in the future, such development may have a material impact on our business and financial results, due to the substantial operations we have in the United Arab Emirates. Therefore, an increase in our tax liabilities may have an adverse effect on our results of operations, cash flows and financial condition.

A number of our entities are structured as subsidiaries of various Dutch-based entities within our organizational holding structure. Therefore, if substance rules or withholding tax rates in the Netherlands or the tax jurisdictions of the subsidiaries were to change, this may have a material impact on our tax position, results of operations, cash flows and financial condition.

We have substantial operations in the United Kingdom, so any changes to the tax laws or regulations in the United Kingdom may have a material adverse effect on our tax position, results of operations, cash flows and financial condition.

We have substantial operations in the United States, so any changes to U.S. tax laws or regulations may have a material adverse effect on our tax position, results of operations, cash flows and financial condition. The effects of any potential tax changes on our operations are uncertain and such changes could have a material impact on our tax position, results of operations, cash flows and financial condition. Our solar business in the United States relies significantly on the availability of tax credits for renewable energy investments, which are a key component of the tax equity financing structures we enter into with third parties. The availability, scope, and value of these tax credits have been materially impacted by the One Big Beautiful Bill Act of 2025, which accelerated the effective expiration/termination of the clean electricity credits under Section 45Y and Section 48E of the Internal Revenue Code for certain wind and solar facilities placed in service after December 31, 2027, unless construction begins on or before July 4, 2026 (among other requirements). The expiry of the clean electricity credits could (i) materially and adversely impact the financial viability of future renewable energy projects and, consequently, our ability to structure tax equity transactions on favorable terms, and (ii) materially affect the profitability of our solar business in the United States, with material adverse effects on our business, financial condition and results of operations. This could lead to reduced investment opportunities, impairments in the value of existing renewable energy assets, and a potential need to seek alternative sources of financing, which may be more expensive or less attractive. Any such changes could have a material adverse effect on our financial condition, results of operations, and growth prospects.

Finally, since tax laws and regulations in the various jurisdictions in which we are located or operate or may become located or may begin operations may not always provide clear-cut or definitive guidelines, the tax regimes applied to our operations, intra-group transactions or reorganizations (past or future) is or may sometimes be based on our interpretations of such tax laws and regulations, which could be questioned by the relevant tax authorities. More generally, any failure to comply with the tax laws or regulations of the countries in which we are located or operate may result in reassessments, late payment interests, fines, and penalties.

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We are subject to criminal tax regulation.

The United Kingdom has a corporate criminal offense regime, which is set out in the Criminal Finance Act 2017 (“CFA”), dealing with failures of a corporate or partnership, wherever incorporated or formed (a “Relevant Body”) to prevent the facilitation of tax evasion. The scope of the law and guidance is extremely wide and covers tax evasion committed both in the United Kingdom under s. 45 CFA, and abroad, under s. 46 CFA. An offense is committed where a Relevant Body failed to prevent the criminal facilitation of tax evasion by a person associated with the Relevant Body. The legislation provides for potentially severe penalties such as unlimited fines and certain prohibitions, restrictions or requirements. Such rules could have a material impact on our businesses if we were to be accused of such offenses.

Other jurisdictions in which we operate have enacted or are developing similar regimes imposing corporate criminal liability for the failure to prevent the facilitation of tax evasion by associated persons. To the extent such regimes are adopted or expanded in jurisdictions in which we operate, we may face additional compliance obligations and potential exposure to penalties, fines or other sanctions.

Our operations may be subject to transfer pricing adjustments by tax authorities.

We are exposed to tax risks, including transfer pricing risks on internal cross-border deliveries of goods and services, as well as tax risks related to changes in the transfer pricing model.

Due to the international scope of our business, we are subject to the tax laws and regulations of various jurisdictions, in particular with regard to transfer pricing rules that apply in certain jurisdictions. Pursuant to such rules, businesses must conduct any inter-company transactions on an arm’s-length basis and must provide sufficient documentation thereof, subject to the applicable rules of the relevant jurisdiction. Although we have transfer pricing policies in place, tax authorities may challenge our compliance with applicable transfer pricing rules.

We cannot predict the outcomes of any potential examinations or audits, and the amounts of tax that we ultimately pay upon resolution of examinations or audits could be materially different from the amounts we previously included in our tax provision. This, therefore, could have a material impact on our results of operations and cash flows.

Our business is subject to the tax environment in the European Union and other markets in which we operate, which may change to our detriment and could have a material adverse effect on our business, net assets, financial condition, cash flows and results of operations.

Our business is subject to the general tax environment in the European Union and other markets in which we operate. Changes in tax legislation, administrative practice or case law could have adverse tax consequences for us. In addition, despite the existence of a general principle prohibiting retroactive changes, amendments to applicable laws, orders and regulations may be issued or altered with retroactive effect within certain limits. Additionally, divergent interpretations of tax laws by the tax authorities or the tax courts are possible. These interpretations may change at any time with adverse effects on our taxation burden. Furthermore, court decisions are often overruled by the tax authorities or tax courts, which might lead to a higher burden as well as increased legal and tax advisory costs for us.

Further, the European Council adopted two anti-tax avoidance directives, being Council Directive (EU) 2016/1164 of July 12, 2016, prescribing rules against tax avoidance practices that directly affect the functioning of the internal market (“ATAD I”) and Council Directive 2017/952/EU of May 29, 2017, amending ATAD I in relation to hybrid mismatches with third countries (“ATAD II”). The measures included therein were implemented into Luxembourg law on December 21, 2018 (the “ATAD I Law”) and December 20, 2019 (the “ATAD II Law”). Most of the ATAD I Law related measures are applicable from January 1, 2019, and most of the ATAD II Law measures are applicable from January 1, 2020 (except for the reverse hybrid rules which apply as of tax year 2022). Being subject to these rules could result in reduced returns to the Company and hence its shareholders if an entity or an instrument gives rise to a hybrid mismatch in tax outcomes as a result of differences in their tax treatment under the laws of two or more tax jurisdictions. In such instances, tax adjustments may be required to neutralize the double non-taxation outcome. In addition, the OECD’s Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting was ratified by a number of jurisdictions and its application to the Company could reduce the availability of certain reliefs available under applicable double taxation treaties.

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On December 22, 2021, the EU Commission issued a proposal for a directive “laying down rules to prevent the misuse of shell entities for tax purposes and amending directive 2011/16/EU” ​(“ATAD III”), which sets out a number of rules designed to prevent the misuse of shell entities—namely, entities with limited or no economic substance—for tax purposes which might potentially, if applicable, impact under certain circumstances the taxation of the Company and therefore the return to shareholders. However, it is currently unclear if and in what form ATAD III might be adopted since to date, Member States have still not been able to reach an agreement on the ATAD III proposal, whether in relation to the substance criteria or the tax consequences. In its current draft, ATAD III aims to deny the benefits of double tax treaties or EU directives to shell entities, and may therefore lead to an increase in withholding tax or corporate income tax on certain payments. However, it is not yet clear whether these sanctions will be retained in the final draft of ATAD III, if adopted.

Given the uncertainty around any possible changes and their potential interdependency, it is difficult at this point to assess the overall negative impact that these changes may have on our cash flows.

Our business is subject to the tax environment in each of the countries in which we operate, including those in emerging markets, and changes in any such tax environment could have a material adverse effect on our business, net assets, financial condition, cash flows and results of operations.

Our operations and business in emerging markets, including in Latin America (within our Americas reporting segment) and Asia and Africa (within our AMEAPAC reporting segment), may increase our susceptibility to sudden tax changes. Taxation laws in these jurisdictions are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course. Any unexpected taxes imposed on us could have a material and adverse impact on our financial position. For example, Latin American tax authorities regularly implement changes in the tax regime, including changes in current rates and, occasionally, the creation of temporary and permanent taxes. Some of these changes may increase, directly or indirectly, our tax burden, which may increase the prices we charge for our services, restrict our ability to do business and, therefore, materially and adversely impact our business and results of operations. In addition, in emerging markets, it is likely that certain tax laws may be subject to controversial interpretations by tax authorities. If tax authorities interpret tax laws in a manner inconsistent with our interpretations, we may be adversely affected, including by the full payment of taxes due, plus charges and penalties.

Other than changes in tax legislation, we are subject to inspections by tax authorities in the various jurisdictions in which we operate. Tax authorities in various jurisdictions are increasingly examining more closely cases where they suspect criminal tax evasion or the facilitation thereof, and have been more actively undertaking enforcement activities, including criminal prosecutions. Such examinations by tax authorities are typically detailed in nature and in certain cases take a significant period of time to conclude through either negotiation or the appropriate legal process. The protracted nature of such disputes can result in significant cost to the group and create uncertainty over long periods of time. While we endeavor to comply with all relevant laws and regulations, breaches may occur and we may become subject to penalties, particularly given the international nature of our business. Such outcomes may negatively affect our business, results of operations and financial condition and harm our reputation. As a result of such inspections, our tax positions may be questioned by the tax authorities, which can result in legal and administrative proceedings. In a number of countries, we may be subject to audit by tax authorities on certain matters such as inventory control, goodwill amortization expenses, corporate restructuring, and tax planning, among others. Any legal and administrative proceedings relating to tax matters may adversely affect us. We continue to have open tax issues in certain countries in which we operate and we cannot guarantee that the provisions for any tax proceedings will be correct, that there will be no identification of additional tax exposure, and that it will not be necessary to establish additional tax reserves for any tax exposure. Any increase in the amount of taxation as a result of challenges to tax positions could adversely affect our business, results of operations and financial condition.

Furthermore, in some emerging markets, for example, in Africa, we also face the possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political changes, government regulation, political and social instability, terrorism, civil wars, guerrilla activities, military repression, crime, extreme fluctuations in

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currency exchange rates and hyperinflation. Each of these factors could affect adversely the economies of such countries and relatedly, the tax system of these countries. This could, in turn, have a negative impact on our results of operations and financial condition.

Transactions carried out by the Company may be reportable under DAC6.

On May 25, 2018, the EU Council adopted a directive (Council Directive 2018/822/EU amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation) that imposes a reporting obligation on parties involved in transactions that may be associated with aggressive tax planning (“DAC6”). DAC6 has been implemented in Luxembourg by the law of March 25, 2020 (the “DAC6 Law”).

More specifically, the reporting obligation will apply to cross-border arrangements that, among others, meet one or more “hallmarks” provided for in the DAC6 Law that is coupled in certain cases, with the main benefit test (the “Reportable Arrangements”).

In the case of a Reportable Arrangement, the information that must be reported includes the name of all relevant taxpayers and intermediaries as well as an outline of the Reportable Arrangement, the value of the Reportable Arrangement and identification of any member states likely to be concerned by the Reportable Arrangement.

The reporting obligation in principle rests with the persons that design, market, organize make available for implementation or manage the implementation of the Reportable Arrangement or provide assistance or advice in relation thereto (the so-called “intermediaries”). Prospective investors should note that following a decision of the Court of Justice of the European Union (C-694/20), intermediaries covered by professional secrecy are exempt from the notification obligation under DAC6 vis-à-vis any other intermediary who is not their client. In certain cases, the taxpayer itself can be subject to the reporting obligation.

The Reportable Arrangements must be reported within thirty days from the earliest of (i) the day after the Reportable Arrangement is made available for implementation or (ii) the day after the Reportable Arrangement is ready for implementation or (iii) the day when the first step in the implementation of the Reportable Arrangement has been made.

The information reported will be automatically exchanged between the tax authorities of all Member States.

In light of the broad scope of the DAC6 Law, transactions carried out by the Company may fall within the scope of the DAC6 Law and thus be reportable.

We are exposed to the risk of violations of anti-corruption, anti-bribery and anti-fraud laws and regulations, economic and trade sanctions or other similar regulations applicable in the countries in which we operate or intend to operate.

We must comply with certain applicable anti-corruption, anti-bribery and anti-fraud laws and regulations, economic and trade sanctions or other similar regulations.

For example, the UK Bribery Act 2010 (“UKBA”), the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”) and other similar anti-corruption and anti-bribery laws in the jurisdictions in which we operate generally prohibit companies and their officers, directors, employees, and any third parties acting on behalf of such companies from corruptly authorizing, offering, giving, promising, requesting, providing, or receiving payments, benefits, or other advantages to or from government officials and other recipients (including private-sector recipients), in order to obtain or retain business (such as offering a payment to influence a person to improperly perform a function or activity). The UKBA includes a corporate offense of “failure to prevent bribery” by our employees, officers, directors and other third parties acting on our behalf, to which the only defense is to maintain “adequate procedures” designed to prevent such acts of bribery. Such procedures may include staff and supplier training; policies; senior level commitment; and due diligence on suppliers and associated parties.

Our business operates in countries and regions with high levels of corruption, and we have direct and/or indirect interactions with government officials and employees of government agencies or state-owned or government-controlled entities. Additionally, we operate in certain parts of the world that lack a

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developed legal system, which can exacerbate corruption risks. Under some circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices. Furthermore, a more challenging trading environment may increase motive for individuals to act in ways that breach such laws or regulations or otherwise are contrary to our values, policies and code of conduct. The use of third parties (including agents and sales representatives) and temporary employees may further raise the risk of breaching internal policies and procedures and the applicable laws and regulations, given their conduct could potentially subject us to liability under the UKBA, the FCPA and/or other anti-corruption laws, even if we do not explicitly authorize or have actual knowledge of such activities. The FCPA also requires that we keep accurate books and records and maintain a system of adequate internal controls.

Further, due to the global nature of our operations, we may use local agents, sales representatives or subcontractors to understand unfamiliar environments and differences in cultural, legal, financial and accounting complexities and obligations, or to carry out a portion of the activities called for by a particular contract. These agents, sales representatives or subcontractors may be involved in illegitimate activities in local markets that are unknown to us. Such illegitimate activities may include, but may not be limited to, requesting payment of a bribe from a supplier in order to obtain a business advantage. If we fail to adequately screen or supervise them or maintain an adequate compliance program, we may be liable for their actions. Similarly, our clients and suppliers may be involved in activities that our onboarding and diligence procedures may be unable to detect and that may put us at risk for non-compliance with applicable anti-corruption and anti-bribery laws or regulations. We may also be subject to extortion attempts or be placed in situations where facilitation payments may be requested or demanded. Our internal policies mandate compliance with anti-corruption laws, but despite our compliance policies and training efforts as well as our use of screening tools, we cannot assure you that our internal control policies and procedures will always protect us from acts committed by our employees or associated persons. Violations of applicable anti-corruption or anti-bribery laws, including any of the above, may result in significant civil or criminal penalties, including fines, disgorgement of profits, injunctions, or debarment from government contracts for the Company. The Company could also be subject to lawsuits, whistleblower complaints, adverse media coverage, and investigation, any of which could have a material adverse effect on our reputation, business, and results of operations.

The UK Economic Crime and Corporate Transparency Act 2023 introduced a corporate offense of "failure to prevent fraud" by our employees, officers, directors and other third parties acting on our behalf, which came into force on September 1, 2025. It is a defense to maintain "reasonable procedures" designed to prevent such acts of fraud.

In addition, our international operations may be affected by sanctions and economic restrictions imposed by the United Kingdom, the U.S. Office of Foreign Assets Control, the European Union or any of its member states, the United Nations or other law enforcement agencies or sanctions authorities.

Our international operations expose us to economic and trade sanctions-related risks. We seek to comply with applicable laws and regulations, in countries that are or may become the subject of economic and trade sanctions and with persons that are or may become the subject of economic and trade sanctions. Lists of countries, regions, entities, organizations or persons subject to sanctions may change over time, which may lead to contracts that previously were compliant with relevant economic and trade sanctions regulations subsequently becoming non-compliant. In addition, ownership of organizations might change or control of regions might change such that customers or activities in regions that were previously compliant with relevant economic and trade sanctions regulations might subsequently become non-compliant. In particular, sanctions related to former customers in Venezuela and Zimbabwe have impacted our ability to collect from those customers in both countries. In Zimbabwe, we were involved in a debt recovery action against a former customer for a debt owed to us, but that former customer and its beneficial owner were added to sanctions lists in the United States and the United Kingdom following the suspension of our activities with them. In Venezuela, we have historically had dealings with entities owned or controlled by the government of Venezuela which now are the subject of economic and trade sanctions. Following attempts to recover these debts in Venezuela and Zimbabwe, we terminated our actions to reduce further costs. We may also be exposed to economic and trade sanctions risks when operating outside countries targeted by economic and trade sanctions restrictions. For example, some customers operating in Europe, Middle East, India and Africa have been identified as connected to individuals and entities targeted by economic and trade sanctions

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imposed against Russian individuals/entities. Such customers may be adversely affected by the ongoing conflict and related sanctions and other governmental actions, which in turn could have an adverse impact on our revenues from such customers.

Violations of such laws can result in civil and/or criminal penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts, termination of existing contracts, revocations or restrictions of licenses, criminal fines or imprisonment, the addition of our business on sanctions lists and breaches of contracts with suppliers and service providers. Such violations may also make it more difficult to obtain necessary funding or access our bank accounts or result in other operational difficulties in running our business. In addition, such violations could also negatively impact our reputation and, consequently, our ability to win future business. On the other hand, any such violation by our competitors, if undetected, could give them an unfair advantage when bidding for contracts. Furthermore, compliance with the applicable laws and regulations could cause us to breach our performance obligations under our customer contracts, which may expose us to risks such as significant penalties for non-performance and/or confiscation of our assets. The consequences that we may suffer due to the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Moreover, if any person in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated section, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, or the Financial Reporting Authority, pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure related to involvement with terrorism or terrorist financing and property. Such report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Changes in applicable law, regulations or requirements, or our material failure to comply with applicable law, regulations or requirements, can increase our costs and have other negative impacts on our business.

We operate in over 80 countries worldwide, which exposes us to numerous supranational, national and local regulations. These laws and requirements address multiple aspects of our operations, such as worker safety, consumer rights, privacy, employee benefits, taxation and labor relations, as well as other areas of our business, like pricing and competition, and can often have different requirements in different jurisdictions. The risk of being in violation of competition laws may be higher where joint ventures or other complex business relationships with other companies are being considered. In the jurisdictions in which our entities are incorporated and operate, we may be required to comply with applicable corporate laws, regulations or codes, including by making required statutory filings. We may also be subject to additional legal, regulatory and contractual requirements in various jurisdictions as a result of being a government contractor. Compliance with local labor laws may prove to be challenging at times in connection with moving staff from projects to projects across jurisdictions. In addition, changes in regulations (including emissions standards and product safety regulations) could impact our ability to utilize our equipment in certain types of projects, affecting the competitive landscape in those projects, as well as in other areas in which the non-conforming equipment may be redeployed. If we commit any material breaches of any applicable laws, regulations or codes, whether as a result of lack of awareness of the relevant laws or regulations, changes in the regulatory requirements or failures to comply with them (whether intentionally, as a result of not knowing what to do in a given situation, or as a result of the inability to follow prescribed protocols in a given situation), such breaches can increase our costs, affect our reputation, limit our business, drain management time and attention and adversely affect our business, financial condition and results of operations.

We operate in European Union Member States where we may be subject to national laws implementing Directive (EU) 2019/1937 (the EU Whistleblowing Directive). While we have implemented a Speaking Up Policy and an independent Speaking Up service, this is an evolving area of regulation and we may need to take additional steps to comply with national whistleblowing laws.

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Risks Related to Our Capital Structure

Our subsidiaries have substantial leverage and debt service obligations, which could adversely affect our business and our ability to deliver value to our shareholders.

As of January 3, 2026, the Group had $5,885 million of outstanding debt, which consisted of (i) $2,917 million senior secured term loan facilities, of which $1,411 million was denominated in U.S. dollars and €1,285 million was denominated in euros (the “Existing Term Loan Facilities”), (ii) $432 million drawings by Aggreko Finance Limited under the Amended and Restated Revolving Facilities Agreement (the “Revolving Facilities”), (iii) $2,396 million senior secured notes due 2030 (of which $1,400 million was denominated in U.S. dollars and €850 million was denominated in euros), jointly issued by Aggreko Holdings Inc and Albion Financing 1 S.à r.l. under the Indenture (the “Notes”), (iv) $137 million of other debt facilities and (v) $74 million of accrued interest, offset by (vi) $71 million of unamortized debt issuance costs.

On January 15, 2026, the Group raised incremental borrowings of $715 million and €407 million (the “2026 Incremental Senior Term Facilities” and together with the Existing Term Loan Facilities, the “Senior Term Facilities”). In addition, we have additional borrowing capacity under the Revolving Facilities.

Concurrently with the consummation of this offering, TDR and I Squared intend to complete the Concurrent Sponsor Contribution. We intend to use a portion of the net proceeds we receive from the Concurrent Sponsor Contribution, together with the net proceeds of this offering, to repay certain indebtedness, including $       to repay all outstanding borrowings under our Revolving Facilities, without a reduction in commitment, and $      to repay a portion of our outstanding borrowings under our Senior Term Facilities, based on an assumed initial public offering price of $       per ordinary share, which is the midpoint of the range set forth on the cover page of this prospectus. We intend to use the remaining net proceeds for general corporate purposes.

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The degree to which we and our subsidiaries will remain leveraged could have important consequences to our shareholders, including, but not limited to:

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making it more difficult for us to satisfy our obligations with respect to the existing indebtedness;

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increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions, including an economic downturn;

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requiring the dedication of a substantial portion of our cash flow from operations to the payment of interest and amortization costs on indebtedness, thereby reducing the availability of such cash flow to fund the payment of principal of indebtedness, working capital, capital expenditure, acquisitions, joint ventures or other general corporate purposes;

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limiting our flexibility in planning for or reacting to changes in our business and the competitive environment and the industry in which we operate;

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placing us at a competitive disadvantage as compared to our competitors, to the extent that they are not as highly leveraged; and

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limiting our ability to borrow additional funds and increasing the cost of any such borrowing.

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Any of these or other consequences or events could have a material adverse effect on our ability to deliver value to our shareholders.

Despite our subsidiaries’ high level of indebtedness, we may be able to incur significant additional amounts of debt or make certain restricted payments, which could further exacerbate the risks associated with our subsidiaries’ substantial indebtedness.

We may be able to incur substantial additional indebtedness in the future. Although the Indenture, the Amended and Restated Revolving Facilities Agreement (the “Revolving Facilities Agreement”) and the Amended and Restated Senior Term Facilities Agreement (the “Senior Term Facilities Agreement”) contain restrictions on the incurrence of additional indebtedness by our subsidiaries, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with those restrictions could be substantial, including in respect of other secured debt that shares in the collateral on a first or second-ranking basis. Additionally, the Indenture, the Revolving Facilities Agreement and the Senior Term Facilities Agreement do not prevent our subsidiaries from incurring obligations that would not constitute indebtedness under these agreements. Moreover, although the Indenture, the Revolving Facilities Agreement and the Senior Term Facilities Agreement contain restrictions on our subsidiaries’ ability to make restricted payments, including the declaration and payment of dividends, our subsidiaries will be able to make substantial restricted payments under certain circumstances.

Adding new debt to our and our subsidiaries’ existing debt levels or making restricted payments could exacerbate the risks associated with our subsidiaries’ substantial leverage described above, including our possible inability to service our subsidiaries’ debt, which could have a material adverse impact on our business, financial position, results of operations and our ability to deliver value to our shareholders.

The debt under the Senior Term Facilities Agreement and the Revolving Facilities Agreement bears or will bear, respectively, interest at a floating rate that could rise significantly, increasing our interest cost and debt and reducing our cash flow.

Borrowings under the Revolving Facilities Agreement will bear interest at floating rates of interest per annum equal to the Sterling Overnight Index Average risk-free rate (“SONIA”) (in respect of pound sterling), the Euro Interbank Offered Rate (“EURIBOR”) (in respect of euro), the Secured Overnight Financing Rate published by the Federal Reserve in the United States (“SOFR”) (in respect of U.S. dollar), subject in each case to a floor, plus an agreed margin. Borrowings under the Senior Term Facilities Agreement bear interest at floating rates of interest per annum equal to (x) with respect to borrowings in U.S. dollar, the forward-looking term rate based on SOFR (“Term SOFR”) and (y) with respect to borrowings in euro, EURIBOR, in each case subject to a floor, plus an agreed margin. SONIA, EURIBOR, Term SOFR and SOFR could rise significantly in the future. Although we may enter into and maintain certain hedging arrangements designed to fix a portion of these benchmark interest rates in the future, there can be no

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assurances that hedging will continue to be available on commercially reasonable terms. Hedging itself carries certain risks, including that we may need to pay a significant amount (including costs) to terminate any hedging arrangements and that we may be required to satisfy margin calls. To the extent interest rates were to rise significantly, our interest expense associated with the debt under the Senior Term Facilities Agreement and Revolving Facilities Agreement, to the extent not fixed by means of hedging arrangements, would correspondingly increase, thus reducing cash flow.

As a holding company, the Company depends on the ability of its subsidiaries to transfer funds to it to meet its obligations.

The Company is a holding company for all of our operations and is a legal entity separate from its subsidiaries. As a result, the Company is dependent on the ability of its subsidiaries to make loans, pay dividends and make other payments to generate the funds necessary for the Company to meet its financial obligations and to pay dividends to shareholders, if any. The inability to receive dividends from its subsidiaries could have a material adverse effect on our business, financial condition, cash flows and results of operations, and the price of our ordinary shares.

The subsidiaries of the Company have no obligation to pay amounts due on any liabilities of the Company or to make funds available to the Company for such payments. The ability of our subsidiaries to pay dividends or other distributions to the Company in the future will depend, among other things, on their earnings, tax considerations and covenants contained in any financing or other agreements, such as the covenants governing our subsidiaries’ existing indebtedness. In particular, our subsidiaries may incur additional indebtedness that may restrict or prohibit the making of distributions, the paying of dividends or the making of loans by such subsidiaries to the Company. In addition, such payments may be limited as a result of claims against the Company’s subsidiaries by their creditors, including suppliers, vendors, lessors and employees.

If the ability of the Company’s subsidiaries to pay dividends or make other distributions or payments to the Company is materially restricted by cash needs, bankruptcy or insolvency, or is limited due to operating results or other factors, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets. However, there is no assurance that we would be able to raise sufficient cash by these means. This could have an adverse effect on the Company’s ability to pay its obligations or pay dividends, if any, which could have a material adverse effect on our business, financial condition, cash flows and results of operations, and the price of our ordinary shares.

We require a significant amount of cash to service our subsidiaries’ debt and sustain our operations. Our ability to generate sufficient cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our debt, and to fund working capital and capital expenditure, will depend on our future operating performance and ability to generate sufficient cash. This depends, to some extent, on the success of our business strategy and on general economic, financial, competitive, market, legislative, regulatory and other factors, as well as the other factors discussed in this “Risk Factors” section, many of which are beyond our control. This also depends on our cash flow cycle, which may be affected by, among other things, seasonality in our business. If our subsidiaries’ interest payment dates coincide with periods of significant cash outflow, we may have insufficient cash to pay those obligations as they come due.

Our business may not generate sufficient cash flows from operating activities, revenue growth and operating improvements may not be realized or future debt and equity financing may not be available to us in an amount sufficient to enable our subsidiaries to pay those debts when due or to fund our other liquidity needs.

The Revolving Facilities will mature on February 28, 2030, or, subject to certain conditions, June 30, 2029. The Senior Term Facilities mature on May 21, 2031, or, subject to certain conditions, May 21, 2030. The Notes mature on May 21, 2030. If our future cash flows from operating activities and other capital resources are insufficient to pay those obligations as they mature or to fund our liquidity needs, we may be forced to:

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reduce or delay our business activities and capital expenditure;

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sell assets;

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obtain additional debt or equity capital; or

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restructure or refinance all or a portion of our subsidiaries’ debt on or before maturity.

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We may be unable to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. Any failure to make payments on our subsidiaries’ existing indebtedness on a timely basis would likely result in a reduction of our credit rating, which could also harm our ability to incur additional indebtedness. In addition, the terms of our subsidiaries’ debt, including the Indenture and the terms governing the Senior Term Facilities and the Revolving Facilities, and any future debt, may limit our ability to pursue any of these alternatives. Any refinancing of our debt could be at higher interest rates and could require us to comply with more onerous covenants, which could further restrict our business, financial condition and results of operations. There can be no assurance that any assets which we could be required to dispose of could be sold or that, if sold, the timing of such sale and the amount of proceeds realized from such sale would be sufficient. In addition, the terms of the Senior Term Facilities Agreement, the Revolving Facilities Agreement and the Indenture may limit our ability to pursue any of these measures.

Certain of our debt agreements impose significant operating and financial restrictions on our subsidiaries that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities.

The Indenture, the Revolving Facilities Agreement and the Senior Term Facilities Agreement restrict certain of our subsidiaries’ ability to, among others:

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incur or guarantee additional indebtedness;

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pay dividends or make other distributions or purchase or redeem our subsidiaries’ stock;

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make investments or other restricted payments;

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prepay or redeem subordinated debt or equity;

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enter into agreements that restrict our restricted subsidiaries’ ability to pay dividends;

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transfer or sell assets;

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engage in certain transactions with affiliates;

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create liens on assets to secure indebtedness;

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impair security interests; and

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merge or consolidate with or into another company.

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The covenants to which our subsidiaries are subject could limit our ability to finance our future operations and capital needs and our ability to pursue business opportunities and activities that may be in our interest. All of these limitations are subject to significant exceptions and qualifications.

A breach of covenants, ratios, tests or restrictions contained in these agreements could result in an event of default under these agreements. In particular, upon the occurrence of any event of default under the Senior Term Facilities Agreement or the Revolving Facilities Agreement, subject to any applicable cure periods and other limitations on acceleration or enforcement, the relevant creditors could cancel the availability of the relevant facilities and elect to declare all amounts outstanding under the relevant facilities, together with accrued interest, immediately due and payable. In addition, any default under the Senior Term Facilities Agreement or the Revolving Facilities Agreement could lead to an event of default and acceleration under other debt instruments that contain cross-default or cross-acceleration provisions, including the Indenture. If the creditors accelerate payment of amounts under the relevant facilities, we cannot assure you that our assets and the assets of our subsidiaries would be sufficient to repay in full those amounts, to satisfy all other liabilities of our subsidiaries which would be due and payable. In addition, if we are unable to repay those amounts, the creditors could proceed against any collateral granted to them to secure repayment of those amounts.

Our subsidiaries are also subject to the affirmative covenants contained in the Revolving Facilities Agreement. In particular, our subsidiaries are required to comply with a financial covenant to maintain our consolidated leverage ratio for each period of twelve months ending on any financial quarter date if utilizations thereunder exceed a certain threshold. Our subsidiaries’ ability to meet these covenants and restrictions can be affected by events beyond our control, and we cannot assure you that our subsidiaries will meet them.

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Risks Related to Our Ordinary Shares and this Offering

We do not know whether an active trading market will develop or be sustained for our ordinary shares or what the market price of our ordinary shares will be, and, as a result, it may be difficult for you to sell your ordinary shares.

Prior to this offering, there has been no public market for our ordinary shares, and we cannot assure you that one will develop or be sustained after this offering. The initial public offering price for our ordinary shares will be determined through negotiations with the underwriters and may not bear any relationship to the market price at which our ordinary shares will trade after this offering or to any other established criteria of the value of our business. Although we have applied to have our ordinary shares approved for listing on the NYSE, an active trading market for our ordinary shares may never develop or be sustained following this offering. If an active market for our ordinary shares does not develop or is not sustained, it may be difficult for you to sell ordinary shares you purchase in this offering without depressing the market price for the shares or at all.

If you purchase ordinary shares in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our ordinary shares will be substantially higher than the pro forma as adjusted net tangible book value per ordinary share immediately after this offering. Therefore, if you invest in our ordinary shares in this offering, your ownership interest will be immediately substantially diluted to the extent of the difference between the initial public offering price per share of our ordinary shares and the pro forma as adjusted net tangible book value per share of our ordinary shares immediately after this offering. In addition, you will pay more for your ordinary shares than the amounts paid by our existing owners. Based on an assumed initial public offering price of $       per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, you will experience immediate dilution of $       per ordinary share, representing the difference between our pro forma as adjusted net tangible book value per ordinary share after giving effect to this offering and the initial public offering price.

If securities analysts do not commence to publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about us, our business or our market, or if they publish negative evaluations of our ordinary shares, the price and trading volume of our ordinary shares could decline.

The trading market for our ordinary shares is expected to be influenced, in part, by the research and reports that industry or financial analysts publish about us, our business, our market and our competitors. We do not currently have research coverage by industry or financial analysts. If no, or few, analysts commence coverage of us, the trading price of our ordinary shares would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our ordinary shares or publish inaccurate or unfavorable research about our business, or provide more favorable relative recommendations about our competitors, the price of our ordinary shares could decline. If one or more industry or financial analysts fail to regularly publish reports on us or if one or more of these analysts cease to cover our business, we could lose visibility in the market, which in turn could cause the price or trading volume of our ordinary shares to decline.

In addition, if we do not meet any financial guidance that we may provide to the public or if we do not meet expectations of securities analysts or investors, the trading price of our ordinary shares could decline significantly. Our operating results may fluctuate significantly from period to period as a result of changes in a variety of factors affecting us or our industry, many of which are difficult to predict. As a result, we may experience challenges in forecasting our operating results for future periods.

The market price of our ordinary shares may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our ordinary shares in this offering.

The market price of our ordinary shares could be subject to significant fluctuations after this offering, and may decline below the initial public offering price. In addition, securities markets worldwide have experienced, and are likely to continue to experience, extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your ordinary shares at or above the initial public offering price. The market price for our ordinary shares may be influenced by many factors, including the other factors described in this “Risk Factors” section.

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In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Any lawsuit to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result in payments of substantial damages or fines, damage to our reputation or adverse changes to our offerings or business practices. Such litigation may also cause us to incur other substantial costs to defend such claims and divert management’s attention and resources.

We are controlled by TDR and I Squared, whose interests may be different than the interests of other holders of our securities.

Upon the completion of this offering, TDR and I Squared will own approximately      % and       % of our outstanding ordinary shares, respectively, or approximately       % and       %, respectively, if the underwriters exercise their option to purchase additional ordinary shares in full. As a result, TDR and I Squared will be able to control or influence actions to be taken by us, including future issuances of our ordinary shares or other securities, the payment of dividends, if any, on ordinary shares, amendments to our organizational documents and the approval of significant corporate transactions, including mergers, sales of substantially all of our assets, distributions of our assets, the incurrence of indebtedness and any incurrence of liens on our assets.

The interests of TDR and I Squared may be materially different than the interests of our other stakeholders. In addition, TDR and I Squared may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to you. For example, TDR and I Squared may cause us to pay dividends rather than make capital expenditure or repay debt. TDR and I Squared are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Our certificate of incorporation provides that none of TDR and I Squared, any of their respective affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. TDR and I Squared also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

So long as TDR and I Squared continue to own a significant amount of our outstanding ordinary shares, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions. TDR and I Squared will also have the ability to nominate individuals to our board of directors pursuant to the Shareholders’ Agreement. In addition, TDR and I Squared, acting together, will be able to determine the outcome of all matters requiring shareholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your ordinary shares as part of a sale of our company and ultimately might affect the market price of our ordinary shares.

We will be a foreign private issuer and, as a result, we will not be subject to the U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act and although we are subject to Cayman laws and regulations with regard to such matters and intend to furnish quarterly financial information to the SEC, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring significant shareholders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, although we intend to provide

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quarterly information on Form 6-K. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on       , 2027. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the NYSE. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses.

As a foreign private issuer within the meaning of the NYSE corporate governance rules, we are permitted to rely on exemptions from certain of the NYSE corporate governance standards, including the requirement that a majority of our board of directors consist of independent directors. Our reliance on such exemptions may afford less protection to holders of our ordinary shares.

The corporate governance rules of the NYSE require listed companies to have, among other things, a majority of independent directors and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. For as long as we choose to rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, our board of directors’ approach to governance may be different from that of a board of directors of a U.S. domestic company, and, as a result, the management oversight of our company may be more limited than if we were subject to all of the NYSE corporate governance standards. While a majority of the directors on our board of directors are independent directors, as long as we rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, a majority of the directors on our board of directors may not be required to be independent directors. Additionally, we currently intend to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the NYSE in respect of the following:

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the requirement of the NYSE listing rules that the compensation committee and the nominating and governance committee of the board of directors be composed entirely of independent directors;

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the requirement of the NYSE listing rules that a listed issuer obtain shareholder approval when it establishes or materially amends a stock option or purchase plan or other arrangement pursuant to which stock may be acquired by officers, directors, employees or consultants;

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the requirement of the NYSE listing rules that a listed issuer obtain shareholder approval prior to issuing or selling securities (or securities convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or sale; and

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the requirement of the NYSE listing rules that the independent directors have regularly scheduled meetings with only the independent directors present.

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Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

Because we do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We currently intend to retain any future earnings to fund the development and expansion of our business, and, therefore, we do not anticipate paying cash dividends on our ordinary shares but our board of directors may choose to do so at any point if it is in the best interests of the Company and our shareholders. Any future determination to pay dividends will be at the discretion of our board of directors, subject to applicable laws, and will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profits or its share premium account, provided that in no circumstances may a dividend be paid if it would result in the company being unable to pay its debts as they fall due in the ordinary course of business. In addition, we are governed by the laws of the Cayman Islands and our amended and restated memorandum and articles of association, under which there is no minimum mandatory dividend payable to our shareholders and no established periodicity for the distribution of dividends. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. As a result, capital appreciation, if any, of our ordinary shares will be your sole source of gain for the foreseeable future. See “Dividend Policy.”

A significant portion of our issued and outstanding ordinary shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of our ordinary shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our ordinary shares in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our ordinary shares and could impair our ability to raise capital through the sale of additional equity securities. After this offering, we will have        ordinary shares outstanding based on the number of ordinary shares outstanding as of        , 2026. This includes the ordinary shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by persons otherwise restricted from selling. The remaining        ordinary shares are currently restricted as a result of securities laws or lock-up agreements but will become eligible to be sold at various times after the offering as described in the section of this prospectus titled “Ordinary Shares Eligible for Future Sale.”

We, our executive officers and directors and holders of substantially all of our ordinary shares have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their ordinary shares or securities convertible into ordinary shares during the period from the date of this prospectus continuing through the date        days after the date of this prospectus, except with the prior written consent of the representatives. Upon completion of this offering, based on the number of shares outstanding on       , 2026,        of our ordinary shares will be restricted from sale as a result of lock-up agreements with the underwriters. The lock-up agreements include customary exceptions, and the representatives of the underwriters may release some or all of the ordinary shares subject to lock-up agreements at any time and without notice, which would allow for earlier sales of shares in the public market.

Moreover, beginning        days after the completion of this offering or earlier waiver or release of the lockup, holders of an aggregate of        our ordinary shares, will have rights, subject to specified conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other shareholders. See “Ordinary Shares Eligible for Future Sale.” We also intend to register all ordinary shares that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described in the “Underwriting (Conflicts of Interest)” section of this prospectus.

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In the future, we may also issue additional securities if we need to raise capital or make acquisitions, which could constitute a material portion of our then-issued and outstanding ordinary shares.

The Sponsor Holdco, which will hold a substantial portion of our ordinary shares following the Reorganization Transactions and the Concurrent Sponsor Contribution, will have its shares pledged to secure the Sponsor Debt Financing for the Concurrent Sponsor Contribution (and post refinancing of the Sponsor Debt Financing, to secure the PIK Notes). In the event of a default under the Sponsor Debt Financing or the PIK Notes, the secured parties may enforce the share pledge over the shares of the Sponsor Holdco.

The Sponsor Holdco, which will hold a substantial portion of our ordinary shares following the Reorganization Transactions and the Concurrent Sponsor Contribution, will have its shares pledged to secure the Sponsor Debt Financing for the Concurrent Sponsor Contribution (and post refinancing of the Sponsor Debt Financing, to secure the PIK Notes). The Sponsor Debt Financing and the PIK Notes will contain customary default provisions. In the event of a default under the Sponsor Debt Financing or the PIK Notes, the secured parties may enforce the share pledge over any and all of the shares of the Sponsor Holdco pledged to them if the Sponsor Holdco fails to cure such default, which may result in the sale of a substantial number of our ordinary shares by such secured parties. The share price of our ordinary shares may be adversely impacted by such enforcement.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs, particularly as we hire additional financial and accounting employees to meet public company internal control and financial reporting requirements and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified members of our board of directors.

Public company reporting and disclosure obligations and a broader shareholders base as a result of our status as a public company may expose us to a greater risk of claims by shareholders, and we may experience threatened or actual litigation from time to time. If claims asserted in such litigation are successful, our business and operating results could be adversely affected, and, even if claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them and the diversion of management resources, could adversely affect our business and operating results.

We are evaluating these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If we fail to comply with new laws, regulations and standards, regulatory authorities could initiate legal proceedings against us, and our business could be harmed.

We have identified deficiencies in our internal control over financial reporting which constitute “material weaknesses.” If we are unable to remediate these deficiencies, if we identify further material weaknesses in the future or if we otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

We will not be required, pursuant to Section 404 of the Sarbanes-Oxley Act (“SOX”), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal

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control over financial reporting. At that time, our management may conclude that our internal control over financial reporting remains not effective. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may disagree with our assessment and may issue a report that contains an adverse opinion if, in their evaluation, there are deficiencies that, individually or in combination, result in one or more material weaknesses.

As part of our continuous initiatives and in anticipation of evolving regulatory requirements, including SOX compliance, we have engaged external consultants with expertise in internal controls, accounting and SEC matters to assist us in identifying opportunities to strengthen our overall internal control framework.

While we have historically maintained an internal control framework appropriate for a private company, we identified certain deficiencies in our internal control over financial reporting when evaluated against the more formalized requirements applicable to U.S. public companies under SOX. These deficiencies constitute material weaknesses relating to the design of control activities and maintaining sufficient personnel with appropriate experience relevant to the preparation of our consolidated financial statements required to support a U.S. listed company control environment. The material weaknesses identified to date resulted in a lack of:

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formalization of process level controls and information technology general controls, including controls over data completeness and accuracy, segregation of duties, documentation and evidence of control performance;

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controls over manual journal entries, including appropriate preparation, review, approval, documentation and recording;

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management review controls over significant estimates and judgments, such as: tax provisions and other non-routine transactions, capitalization of fixed assets, consolidation and intercompany, including the level of precision and documentation supporting such reviews; and

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entity level controls over the control environment sufficient for a U.S. public company, including governance and oversight structures and the consistent application of such controls across the Group, including recently acquired entities.

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In response, we have initiated phased remediation plans overseen by a SOX Steering Committee. These plans include investment in key resources, including specifically the recruitment of personnel with expertise in U.S. GAAP, U.S. public company reporting and SOX compliance, the implementation of a Governance, Risk and Controls platform, training of control owners on SOX requirements, and the formalization of policies, procedures and documentation. These remediation efforts are intended to address the identified material weaknesses; however, there can be no assurance that these measures will be successful in remediating the material weaknesses.

Such remediation efforts may be time consuming or may place significant demands on the Company’s financial and operational resources, but we do not believe such remediation costs involved are reasonably likely to be material to the Company’s financial performance, taken as a whole.

In addition, neither we nor an independent registered public accounting firm has performed testing of our internal controls over financial reporting in accordance with the provisions of SOX. Any testing conducted by us in connection with Section 404 of SOX, or any subsequent testing by our independent registered public accounting firm, may reveal additional deficiencies in our internal controls over financial reporting that are considered to be material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other issues related to compliance with applicable laws, regulations or listing standards. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future, our ability to accurately report our financial results could be adversely affected, which could result in a loss of investor confidence in the accuracy and completeness of our financial reports, have a material adverse effect on our business, reputation, results of operations and financial condition and could negatively impact the trading price of our ordinary shares.

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Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon completion of this offering, we will become subject to certain reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit in accordance with U.S. securities laws is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

Our amended and restated memorandum and articles of association will designate the Grand Court of the Cayman Islands as the exclusive forum for substantially all disputes between us and our shareholders, and the federal district court as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, the Exchange Act or other securities laws, which could limit our shareholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering, will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or any other person, (iii) any action or proceeding arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), our amended and restated memorandum and articles of association, or any other provision of applicable law, (iv) any action or proceeding seeking to interpret, apply, enforce or determine the validity of our amended and restated memorandum and articles of association or (v) any action or proceeding as to which the Companies Act confers jurisdiction on the Grand Court of the Cayman Islands shall be the Grand Court of the Cayman Islands, in all cases subject to the court having jurisdiction over indispensable parties named as defendants.

Our amended and restated memorandum and articles of association will also provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act, the Exchange Act or other securities laws. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to these provisions. However, shareholders will not be deemed to have waived our compliance with U.S. federal securities laws and the rules and regulations thereunder.

These exclusive forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. The enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the exclusive forum provisions in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could adversely affect our results of operations.

We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.

We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common laws of the Cayman Islands. The rights of our shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in

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companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not properly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different sections of shareholders; (v) duty to exercise independent judgment; and (vi) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Our Memorandum and Articles of Association have varied this last obligation by providing that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting.

Conversely, under Delaware corporate law, a director has a fiduciary duty to the corporation and its shareholders and the director’s duties prohibit self-dealing by a director and mandate that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally.

Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.

We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our amended and restated memorandum and articles of association, by the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less exhaustive body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fulsome and judicially interpreted bodies of corporate law than the Cayman Islands. As a result, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a corporation incorporated in a jurisdiction in the United States.

Specifically, subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar. Further, while Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a court sanctioned reorganization (by way of a scheme of arrangement). This may make it more difficult for you to assess the value of any consideration you may receive in a corporate reorganization (approved by way of a scheme of arrangement) or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, the Companies Act does provide a mechanism for a dissenting shareholder in a statutory merger or consolidation to apply to the Grand Court of the Cayman Islands for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on the fair value of such shares within the time limits prescribed by the Companies Act.

In addition, shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our amended and restated memorandum and articles of association to

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determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion.

U.S. civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and the majority of our operations and substantially all of our current assets are conducted and located outside the United States. In addition, most of our directors and executive officers are nationals and residents of countries other than the United States, and substantially all of their assets are located outside the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who are not resident in the United States and the substantial majority of whose assets are located outside of the United States.

Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the Cayman Islands. Courts of the Cayman Islands may not, in an original action in the Cayman Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, courts of the Cayman Islands will recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final and conclusive and for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a Cayman Islands judgment in respect of the same matters, and was not obtained by fraud or in a manner which is contrary to the public policy of the Cayman Islands. In addition, a Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.

If we are classified as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in our ordinary shares may be subject to adverse U.S. federal income tax consequences.

A non-U.S. corporation will be classified as a PFIC for any taxable year if either: (a) at least 75% of its gross income for such year is “passive income” for purposes of the PFIC rules or (b) at least 50% of the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For this purpose, passive income includes interest, dividends and other investment income, with certain exceptions. In addition, cash and other assets readily convertible into cash are generally categorized as passive assets. The PFIC rules also contain a look-through rule whereby we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. Based on the current and anticipated composition of our income, assets and operations and the expected market price of our ordinary shares immediately following this offering, although not free from doubt, we do not expect to be treated as a PFIC for the current taxable year. However, whether we are treated as a PFIC is a factual determination that is made on an annual basis after the close of each taxable year. This determination will depend on, among other things, the ownership and the composition of our income and assets, as well as the value of our assets (which may depend on the market price of our ordinary shares), from time to time. Moreover, the application of the PFIC rules is unclear in certain respects. The IRS or a court may disagree with our determinations, including the manner in which we determine the value of our assets and the percentage of our assets that are passive assets under the PFIC rules. Therefore, there can be no assurance that we will not be classified as a PFIC for the current taxable year or for any future taxable year. If we are treated as a PFIC for any taxable year during which a U.S. Holder (as defined in “Taxation—U.S. Federal Income Tax Considerations”) owns our ordinary shares, certain adverse U.S. federal income tax consequences could apply to the U.S. Holder. See “Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations” and “Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “believe,” “could,” “estimate,” “anticipate,” “expect,” “intend,” “may,” “will,” “plan,” “continue,” “ongoing,” “potential,” “predict,” “project,” “target,” “seek,” “should” or “would” or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions.

Forward-looking statements appear in a number of places in this prospectus and may include, but are not limited to, statements regarding our intent, belief or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy and the industry in which we operate. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section titled “Risk Factors” in this prospectus. These risks and uncertainties include factors relating to:

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a slowdown in economic conditions or adverse changes in the level of economic activity or other economic factors specific to our customers or their sectors;

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global macroeconomic uncertainty and unfavorable global economic conditions caused by political instability and conflicts;

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our international operations, particularly in emerging markets;

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trends in commodities prices affecting the level of demand for our equipment and services;

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competitive pressures;

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changes in technology and customer demands;

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malfunction, damage, loss or obsolescence of our equipment fleet;

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environmental, health, and safety laws and regulations and the costs of complying with them;

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regulatory changes that impact the demand for our services;

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natural disasters and other business disruptions;

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strategic transactions and divestitures;

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unfavorable conditions or disruptions in the capital and credit markets;

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an inability to collect amounts due from customers;

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foreign currency exchange rate fluctuations;

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our subsidiaries' substantial leverage and debt service obligations; and

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other factors discussed under “Risk Factors” and elsewhere in this prospectus.

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Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of an unanticipated event.

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USE OF PROCEEDS

We expect to receive total estimated net proceeds of approximately $       (or approximately $       if the underwriters exercise their option to purchase additional ordinary shares in full), based on an assumed initial public offering price of $       per ordinary share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses that are payable by us.

Each $1.00 increase (decrease) in the public offering price per ordinary share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions and estimated offering expenses, by $      . Similarly, each increase (decrease) of 1,000,000 ordinary shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $      , assuming the assumed initial public offering price of $       per ordinary share remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

The principal purposes of this offering are to increase our capitalization and financial flexibility and to create a public market for our ordinary shares. We intend to use a portion of the net proceeds we receive from this offering, together with the net proceeds of the Concurrent Sponsor Contribution, to repay certain indebtedness, including $      to repay all outstanding borrowings under our Revolving Facilities, without a reduction in commitment, and $       to repay a portion of our outstanding borrowings under our Senior Term Facilities, based on an assumed initial public offering price of $       per ordinary share, which is the midpoint of the range set forth on the cover page of this prospectus. We intend to use any remaining net proceeds for general corporate purposes.

The Revolving Facilities will mature on February 28, 2030, or, subject to certain conditions, June 30, 2029. The Revolving Facilities provide for up to $1,195 million in aggregate credit availability, comprising a $980 million revolving credit facility and a $215 million bonding facility. As of July 4, 2026, we had outstanding drawings of $405 million. Borrowings under the revolving credit facility initially bear interest at a rate per annum equal to SOFR, EURIBOR or SONIA, as applicable, plus 2.75%, in each case subject to adjustment based on our consolidated senior secured leverage ratio (being the ratio of our consolidated senior secured net debt to our consolidated EBITDA, each as defined in the applicable credit agreement). See Note 9 — Debt in the notes to our unaudited condensed consolidated financial statements included in this prospectus for more details.

The Senior Term Facilities will mature on May 21, 2031, or, subject to certain conditions, May 21, 2030. As of July 4, 2026, the Senior Term Facilities consisted of (i) a $2,115 million U.S. dollar-denominated term loan and (ii) a €1,692 million euro-denominated term loan. The U.S. dollar-denominated tranche bears interest at a rate per annum equal to Term SOFR plus 3.00%, subject to a Term SOFR floor of 0.50%, and the euro-denominated tranche bears interest at a rate per annum equal to EURIBOR plus 3.00%. See Note 9 — Debt in the notes to our unaudited condensed consolidated financial statements included in this prospectus for more details.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. We cannot predict with certainty all of the particular uses for the net proceeds of this offering or the amounts that we will actually spend on the uses set forth above. As a result, our management will have broad discretion in applying the net proceeds of this offering, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors subject to applicable laws, and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. Certain of our debt agreements limit the ability of certain of our subsidiaries to pay dividends. For example, the agreements governing our existing indebtedness contain negative covenants that limit, among other things, certain of our subsidiaries from paying dividends and other distributions to our Company, subject to certain exceptions.

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CAPITALIZATION

The table below sets forth our cash and cash equivalents and total capitalization as of July 4, 2026:

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on an actual basis;

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on a pro forma basis to give effect to the Reorganization Transactions, based on an assumed initial public offering price of $      per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus;

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on a pro forma as adjusted basis to give effect to (i) the Reorganization Transactions and (ii) the Concurrent Sponsor Contribution, based on an assumed initial public offering price of $      per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus; and

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on a pro forma as further adjusted basis to give effect to (i) the pro forma adjustments set forth above and (ii) our sale of ordinary shares in this offering, and the receipt of approximately $       in estimated net proceeds, based on an assumed initial public offering price of $       per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with the offering, and the use of proceeds therefrom and from the Concurrent Sponsor Contribution as described under “Use of Proceeds.”

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You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Share Capital and Articles of Association” and our consolidated financial statements, including the notes thereto included in this prospectus.

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(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $             per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma additional paid-in capital, total equity and total capitalization after giving effect to the Reorganization Transactions by $             , reflecting an increase (decrease) of                shares issued to TDR and I Squared and an increase (decrease) of             shares issued to participants in the Management Incentive Plan as part of the Reorganization Transactions.

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(2)

A $1.00 increase (decrease) in the assumed initial public offering price of $ per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would (decrease) increase each of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total equity and total capitalization after giving effect to the Reorganization Transactions and the Concurrent Sponsor Contribution by $ , reflecting a (decrease) increase of $ in the amount of the Concurrent Sponsor Contribution and resulting changes in the number of ordinary shares issued to the Sponsor Holdco.

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(3)

A $1.00 increase (decrease) in the assumed initial public offering price of $     per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) each of our pro forma as further adjusted cash and cash equivalents, additional paid-in capital, total equity and total capitalization by $    million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of ordinary shares offered by us would increase (decrease) each of our pro forma as further adjusted cash and cash equivalents, capital reserves and total equity by $   million, assuming the assumed initial public offering price of $    per ordinary share remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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DILUTION

If you invest in our ordinary shares in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our ordinary shares and the pro forma net tangible book value per share of our ordinary shares immediately after this offering. Dilution in pro forma net tangible book value per ordinary share to new investors represents the difference between the price per ordinary share paid by purchasers of our ordinary shares in this offering and the pro forma net tangible book value per ordinary share immediately after the completion of the offering.

At        , 2026, we had a net tangible book value of $      , corresponding to a net tangible book value of $       per ordinary share. Net tangible book value represents the amount of our total assets less our total liabilities, excluding goodwill and other intangible assets. Net tangible book value per ordinary share represents net tangible book value divided by       , the total number of our ordinary shares outstanding at       , 2026.

After giving effect to Reorganization Transactions and the sale by us of the        ordinary shares offered by us in the offering, and assuming an initial public offering price of $       per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value estimated at       , 2026 would have been $       million, representing $       per ordinary share. This represents an immediate increase in net tangible book value of $       per ordinary share to existing shareholders and an immediate dilution in net tangible book value of $       per ordinary share to new investors purchasing ordinary shares in this offering.

The following table illustrates this dilution to new investors purchasing ordinary shares in the offering.

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. A $1.00 increase (decrease) in the assumed initial public offering price of $       per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma net tangible book value per share after this offering by $       per ordinary share and increase (decrease) the immediate dilution to new investors by $       per share, in each case assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase of 1,000,000 shares in the number of ordinary shares offered by us would increase our pro forma net tangible book value by approximately $       per ordinary share and decrease the dilution to new investors by approximately $       per share, and each decrease of 1,000,000 shares in the number of ordinary shares offered by us would decrease our pro forma net tangible book value by approximately $       per ordinary share and increase the dilution to new investors by approximately $       per ordinary share, in each case assuming the assumed initial public offering price of $       per ordinary share, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The following table summarizes, as of       , 2026, on pro forma basis as described above, the number of our ordinary shares, the total consideration and the average price per ordinary share (1) paid to us by existing shareholders and (2) to be paid by new investors acquiring our ordinary shares in this offering at an assumed initial public offering price of $       per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $       per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors and total consideration paid by all shareholders by approximately $       million, assuming that the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of ordinary shares offered by us would increase (decrease) the total consideration paid by new investors and total consideration paid by all shareholders by $       million, assuming the assumed initial public offering price of $       per ordinary share, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition and results of operations in the periods set forth below. In the context of the historical consolidated financial and other information of JVCo in this discussion, all references to the “Company,” “we,” “our,” “us,” or similar terms refer to JVCo and its consolidated subsidiaries and do not give effect to the Reorganization Transactions. See “Presentation of Financial and Other Information—Basis of Presentation and Reporting.” The following discussion of our historical financial and other information, including selected non-GAAP financial measures, should be read in conjunction with, and is qualified in its entirety by reference to, the audited consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus. Except for the historical financial information contained herein, the matters discussed herein may be considered “forward-looking” statements. We caution prospective investors that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties. Actual results could differ materially from those indicated by such forward-looking statements. The results of operations for prior years are not necessarily indicative of the results to be expected for any future period or our financial condition at any future date. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the factors identified elsewhere in this prospectus, particularly in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

We are a global leader in designing, deploying and optimizing engineered energy and temperature solutions. Our scale, technology-agnostic approach, operational infrastructure and experience allow us to provide mission-critical services for multinational, regional and local customers looking to protect the continuity of their operations and strengthen energy security. Our engineered energy and temperature solutions serve more than 14,000 customers in over 80 countries and across eight core sectors.

We bring expertise and experience from every major sector and application to shape solutions that are right for each customer’s site, operation, sector and needs. Our global power and temperature control fleet has more than 17 GW of total capacity. We operate a network of 275 locations worldwide, with approximately 8,000 permanent employees as of January 3, 2026. Our global footprint and logistics networks enable us to serve multinational customers who require consistent service quality and operational reliability across multiple countries and regions.

We operate in three reporting segments: Americas, Europe and AMEAPAC (Asia Pacific, Africa and the Middle East).

Factors Affecting Our Results of Operations

Electricity Demand and Energy Transition

We are affected by growing electricity demand, driven by the global shift towards electrification and the increasing energy needs of sectors such as utilities, mining, manufacturing and data centers. The step-change in electricity demand is occurring at the same time as supply and intermittency challenges, creating a growing market opportunity for us. Our energy transition solutions such as back-up generation, battery storage and solar and storage hybrids have benefited from these challenges as cost-competitive solutions that provide long-term energy security. We have also been able to capture the electricity demand of customers that have increasingly important decarbonization goals through energy transition solutions with which we have many years of experience, such as biofuel diesel (whose price premium over diesel has been narrowing), landfill gas, flare-to-power solutions for oilfields, waste heat recovery solutions and grid balancing solutions.

We expect the electrification demand trend to continue and the supply and intermittency challenges to be exacerbated by, among other things, planning and permitting delays on grid expansion and an increase in the use of renewables. To the extent that these trends continue, we expect that demand for our business will continue to benefit and, conversely, if these trends were to reverse, our business might be adversely affected.

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Economic Conditions

Demand from our customers is dependent on the sectors in which they operate, the general economy, the stability of the global capital markets and other factors, which can also impact pricing. However, we believe that the factors driving the demand for energy noted above, coupled with the diversified nature of our end markets and the geographies in which we operate, help mitigate against the impact of discrete end market cyclicality.

As demand increases, we can, subject to previously agreed arrangements with certain customers, choose to provide solutions to those customers who are willing to pay higher prices in exchange for energy security. Where these contracts have a relatively short average contract length, pricing can be impacted both positively and negatively by changes in demand. In contrast, the contracts we enter into which have longer durations, often have prices fixed for a specified time period, but include an ability to increase the rate over time linked to an external metric, such as inflation. When demand decreases, the opposite occurs, and we may reduce prices, which can impact our margins, given that our cost base includes a level of fixed costs, including depreciation for our fixed assets and the costs of our service centers, depots and permanent employees. The variable costs which adjust with activity relate generally to the cost of servicing and running our equipment (including fuel), freight costs and temporary employees whom we engage to deal with peaks in demand or to provide support on particular projects.

Demand can also be affected by short-term factors that affect the utilization of our equipment and prices for a brief period. For example, demand in the events sector tends to increase in the second half of the year to coincide with the summer period, impacting our Europe reporting segment and North America (within the Americas reporting segment), the cooler weather in the Middle East (within the AMEAPAC reporting segment) in the fourth quarter, and the ice rink season in December, particularly in Europe and North America. Demand is also more difficult to predict in our temperature control business, as this is partially dependent on the weather, particularly within our Europe and Americas reporting segments where our temperature control business is busier in the summer months. Beyond these variations, we are not materially affected by any other seasonal variations.

The emergency response nature of some of our work also impacts our ability to forecast demand. Responding to the needs of our customers following events such as hurricanes, wildfires, floods or accidents that impact power supply is a key part of our business, but by its nature it is difficult to predict.

Contract Wins

Demand from our customers drives net revenue and profit through either an increase in the size or number of contracts with new or existing customers. In recent years, we have narrowed our focus in specific areas of Latin America (within our Americas reporting segment) and the Middle East and Africa (within our AMEAPAC reporting segment) to oil and gas and mining customers trading in stable currencies. However, we are continuing to selectively provide energy solutions to national utilities customers in these geographies, as they provide sizeable contracts with longer durations. Overall, we have a balanced and diversified profile across geographies and sectors, which provides stability in terms of our financial performance. As of January 3, 2026, we had a broad customer base of more than 14,000 customers across all reportable segments and end markets, ranging from small and medium-sized enterprises to large international companies and public entities. We believe that we have a large, diversified and loyal customer base primarily due to the high quality of our service and our ability to provide bespoke solutions that meet our customers’ needs, which mitigates our reliance on a single region or sector. Our top ten customers accounted for 19% of our net revenue in the year ended January 3, 2026.

Our scale and geographical footprint allow us to operate around the world and move our equipment in response to customer demand. In addition, our global presence and brand recognition drive loyalty with customers operating across multiple regions and help us win contracts. However, customer demand is subject to a number of factors affecting the overall economy or the particular sectors in which our customers operate, which impacts our customer wins. See “—Economic Conditions.”

Investment in New Equipment

We manage our capital expenditure by increasing or decreasing the amount of investment in our fleet. In the years ended January 3, 2026, December 28, 2024 and December 30, 2023, our total capital expenditure relating to continuing operations was $975 million, $725 million and $559 million, respectively. For the

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years ended January 3, 2026, December 28, 2024 and December 30, 2023, on average 43% of our capital expenditure was in the first half of each period, while 57% was in the second half.

Decisions about investment in new equipment are based on the condition and remaining useful life of our existing equipment, emerging technologies and our views of future demand. We expect to own and operate our equipment for the duration of its useful life. We build our equipment on an assumption that it needs to be capable of being moved multiple times and to have easy access to allow regular maintenance.

When we believe that assets in our fleet have reached the end of their useful economic life, because they have become obsolete or when the cost of maintaining them in proper condition for customers is too high, we typically sell them or use them for parts. In the years ended January 3, 2026, December 28, 2024 and December 30, 2023, the gain on sales from existing property, plant and equipment were $19 million, $19 million and $21 million, respectively. We believe that our experience in our markets allows us to anticipate inflection points in the cycles affecting the sectors in which our customers operate, so that we can increase investment in time for the bottom of the cycle (before we expect demand to expand), and decrease investment as we approach the top of the cycle (before we expect demand to contract). We believe that our anticipation of trends in the cycles affecting the sectors in which our customers operate has historically helped us to control our levels of investment and related debt and thus maintain strong levels of cash flows and positive operating income. See “—Capital Expenditure.”

Operating Expenses

The fixed cost base of our business principally relates to the depreciation of our equipment fleet, as well as other operating expenses that are fixed for short or long periods of time, such as certain personnel charges and the costs of owning/renting our depots and service centers around the world. Variable costs that we incur include costs of service materials and fuel, temporary staff, bonuses, travel and advertising.

We use temporary staff to supplement our core team and help us manage peaks in demand due to the nature of our business. The use of temporary staff helps us avoid the need to employ and pay for idle staff at the end of major contracts, for example, while we wait for the next contracts to begin. The price of fuel is an important cost for our customers as part of our service can include providing fuel for the equipment used for a project. This cost is typically passed on to the customer with a mark-up. The price of fuel is an especially important cost for a project in Brazil, where we manage fuel on a pass-through basis on behalf of our customer, and we report fuel net revenue from such contracts, which is entirely dependent on fuel prices and the volume of fuel consumed, separately. In addition, the cost of raw materials, such as steel, that are used to manufacture the equipment that is supplied to us, may indirectly affect our profits and cash flow, through its impact on the price we pay for the equipment. The management of our fixed and variable costs is an important factor in our results of operations and cash flows. To the extent possible, we seek to deploy our fleet to match increases and decreases in demand to mitigate our operating expenses.

Acquisitions

Our results of operations have been affected by our various acquisitions, which may limit the comparability of our historical results and make it more difficult for investors to evaluate our performance on a consistent basis. Between January 1, 2023 and January 3, 2026, we completed 18 acquisitions, including asset acquisitions, for a total consideration of $807 million.

We opportunistically consider the acquisition of other companies or service lines that either complement or expand our existing business. Conversely, from time to time, we also consider the divestiture of some of our businesses. Our results of operations are affected by the inclusion of the results of the acquired business from the acquisition date, as the business is then included in our consolidation perimeter. Therefore, the impact of a full period of ownership of any acquisition is only reflected in our financial statements in the subsequent reporting periods.

Discontinued Operations

The ongoing conflict in Ukraine and the ensuing sanctions, export controls and logistics restrictions imposed on Russia and certain other jurisdictions have resulted in significant levels of uncertainty with respect to our business and operations in Russia and Kazakhstan, which collectively generated $128 million,

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$114 million and $123 million of net revenue for the years ended January 3, 2026, December 28, 2024 and December 30, 2023, respectively, and $22 million, $63 million and $46 million of loss (net of tax) for the years ended January 3, 2026, December 28, 2024 and December 30, 2023, respectively.

As a result of the conflict in Ukraine and the various ensuing economic and trade sanctions, controls and restrictions noted above, on March 1, 2022, we announced our decision to sell our Russian and Kazakh businesses and ring-fenced them by introducing arrangements for them to operate independently from the wider Group under the administration of our Russian management team. At the same time, we launched a sale process, with the support of external financial and legal advisors. On June 30, 2022, Aggreko concluded that the Russian and Kazakh business should be accounted for as a business held for sale. The assets held and liabilities assumed by the Russian and Kazakh business were held within current assets and liabilities on the balance sheet and a quarterly fair value review was performed, with impairment losses charged to the Consolidated Statements of Income when applicable, to ensure the balance sheet values reflected fair value. As a result, no depreciation was charged on assets of the Russian and Kazakh business during this time.

A binding sale and purchase agreement for the sale of the Russian business was signed on August 23, 2025.

The Kazakh business was no longer included within the perimeter of the transaction agreed with the purchaser. The operational separation of the Kazakh business from the Russian business was completed on October 31, 2025, at which time the Kazakh business ceased to be presented as held for sale, resulting in its inclusion within continuing operations and re-commencing of depreciation on assets held by the entity. The sale of the Russian business was completed on November 19, 2025, for a consideration of RUB 2.26 billion ($28 million). Complete ownership and control of the Russian business have been transferred to the purchaser.

Foreign Currency

We provide engineered energy and temperature solutions in over 80 countries as of January 3, 2026. Our subsidiaries include those that transact business and report their financial information in currencies other than the U.S. dollar, our consolidated reporting currency since 2023. Accordingly, our results of operations are subject to currency effects, primarily foreign currency translation exposure. However, transaction-related exposures at our subsidiaries are limited, because both net revenue and costs are largely incurred in their respective functional currencies. For our subsidiaries in countries with a functional currency other than the U.S. dollar, income and losses are translated into U.S. dollars at average exchange rates, and assets and liabilities are translated into U.S. dollars at closing exchange rates for the corresponding fiscal year. Fluctuations in exchange rates against the U.S. dollar will give rise to period-on-period differences in our results of operations. The foreign currency impact on the Company’s revenue and operating income has been calculated and presented within our Underlying Revenue, Segment Underlying Revenue and Underlying Operating Income metrics which are presented within “—Non-GAAP Financial Measures.”

Factors Affecting Comparability

See “—Factors Affecting Our Results of Operations” for factors impacting comparability of our results between financial periods.

Components of Results of Operations

Below is an explanation of certain key line items that appear in our consolidated financial statements.

Net Revenue

We earn net revenue based on the consideration specified in the following typical contract types:

•

We provide temporary power, temperature control, oil-free compressed air and related solutions (for example, fuel, logistics and technical services) as well as energy saving measures.

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•

We provide design and project management services to customers who may then engage third parties for the provision of power.

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•

We provide engineering, procurement and construction services to customers, providing a turnkey solution for energy efficiency projects.

​

•

We sell new equipment and consumables.

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Cost of Services (Exclusive of Depreciation and Amortization Shown Separately Below) (“Cost of Services”)

Cost of services consists of consumables and distribution costs. Consumables include fuel, freight and service materials costs (including cost of inventory) on the maintenance of the fleet. Distribution costs relate to service engineers and service centers and include labor costs, travel facility or location costs, communication costs and advertising costs.

Depreciation and Amortization

Depreciation and amortization consist of depreciation of fleet and other fixed assets including all equipment and leasehold improvements, amortization of fulfilment assets and amortization of intangible assets such as brands and customer relationships.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses relate to regional and central head offices and include labor costs, travel, facility or location costs, communication costs and advertising costs. We expect to incur additional expenses as a result of operating as a public company, including expenses to comply with the rules and regulations applicable to companies listed on a national securities exchange and expenses related to compliance and reporting.

Operating Income

Operating income consists of the sum of net revenue and other income less the sum of cost of services, depreciation and amortization, selling, general and administrative expenses, provision for credit losses and other income.

Interest Expense, Net

Interest expense, net represents the cost of our financing arrangements and comprises any interest and foreign exchange gain or loss incurred on borrowings, finance lease interest and interest on our defined benefit pension scheme liabilities. These amounts are partially offset by the interest received from our bank balances and deposits and interest on our defined benefit pension scheme assets.

Income Before Income Tax Expense

Income before income tax expense consists of the sum of operating income and interest income less the interest expense, remeasurement of post-employment benefit and other non-operating expense, net.

Income Tax Expense

Income tax expense consists of current tax expense, deferred tax expense, unrecognized tax benefits, state and local income taxes, minimum alternative tax, withholding tax and other tax expenses.

Our effective tax rate (“ETR”) for the years ended January 3, 2026 and December 28, 2024, was 311.6% and 67.0%, respectively. Notwithstanding the impact of the discrete items noted below, the ETR is affected by recurring factors, such as tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions. See Note 14 — Income Taxes in the notes to our audited consolidated financial statements included in this prospectus for more details about the calculation of ETR.

In addition to the recurring factors noted above, the ETR is also affected by discrete items that may occur in any given year but are not consistent from year to year. The items that had the most significant impact on the difference between our statutory UK income tax rate and our ETR include (i) the impact of foreign exchange movements not subject to tax, (ii) transfer pricing adjustments, (iii) movements in unrecognized tax benefits and valuation allowances, (iv) irrecoverable withholding tax and (v) non-tax-deductible expenditure.

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Net Income (Loss) from Continuing Operations

Net income (loss) from continuing operations for the period represents the income or loss we generated from our continuing business, after provision for taxation.

Net Loss from Discontinued Operations, Net of Tax

Net loss from discontinued operations for the period, net of tax represents the loss we generated from a line of business or reportable segment of operations held for disposal, after provision for taxation.

Net Income (Loss)

Net income (loss) for the period represents the income or loss we generated from our business.

Results of Operations

Six months ended July 4, 2026, compared to the six months ended June 28, 2025

The table below illustrates our results for the six months ended July 4, 2026, compared to the six months ended June 28, 2025: