United Rentals (URI) 10-K risk factor changes: FY2025 vs FY2024

- geopolitical conflicts, such as [removed: Russia’s invasion of] [added: those in] Ukraine and [removed: the conflict in the Middle East,] [added: Venezuela,] and the resultant sanctions and other measures imposed in response; or

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 [added: result in higher costs to us for transporting equipment from one branch to another branch.]

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $4.3] [added: $4.1] billion of indebtedness that bore interest at variable rates.

As of December 31, [removed: 2024,] [added: 2025,] our variable rate indebtedness represented [removed: 32] [added: 29] percent of our total indebtedness.

We may [removed: be able to] incur substantially more debt and take other actions that could diminish our ability to make payments on our indebtedness when due, which could further exacerbate the risks associated with our current level of indebtedness.

Despite our indebtedness level, we may [removed: be able to] incur substantially more indebtedness in the future and such indebtedness may be secured indebtedness.

Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL [removed: facility.][added: facility for five consecutive business days.]

As of December 31, [removed: 2024,] [added: 2025,] specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable.

[removed: In such event, unless we are able to refinance the] indebtedness coming due and replace the ABL facility and/or the accounts receivable securitization facility, we would likely not have sufficient liquidity for our business needs and would be forced to adopt an alternative strategy.

Such covenants include, among other things, limitations on: (i) liens; (ii) indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted [added: payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) issuances of preferred stock of certain subsidiaries.]

These restrictions may cause us to suspend or cease [added: share repurchases or] the payment of dividends.

These restrictions may also make more difficult or discourage a takeover of us, whether favored or opposed by our management and/or our [removed: Board] [added: board] of [removed: Directors.][added: directors (“Board of Directors”).]

The amount of borrowings permitted at any time under [removed: our] [added: the] ABL facility and the accounts receivable securitization facility is limited to a periodic borrowing base valuation of the collateral thereunder.

As a result, our access to credit under [removed: our] [added: the] ABL facility and the accounts receivable securitization facility is potentially subject to significant fluctuations depending on the value of the borrowing base of eligible assets as of any measurement date, and, in the case of the ABL facility, certain discretionary rights of the agent in respect of the calculation of such borrowing base value.

In addition to cash we generate from our business, our principal existing sources of [removed: cash] [added: funds to support operations and make capital expenditures on equipment and other items] are borrowings available under the ABL facility and the accounts receivable securitization facility.

[added: There can be no assurance that we will be able to identify suitable] acquisition opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us.

[removed: Acquisitions, including the pending acquisition of H&E,] [added: Acquisitions] entail certain risks, including:

Our failure to address these risks or other problems encountered in connection with any past or future [removed: acquisitions, including the pending acquisition of H&E,] [added: acquisitions] could cause us to fail to realize the anticipated benefits of the acquisitions over the timeframe we expect, or at all, cause us to incur unanticipated liabilities or harm our existing operations or our business generally.

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $6.9] [added: $7.1] billion of goodwill on our consolidated balance sheet.

- expectations regarding our share repurchase [removed: program;][added: programs and the amount of share repurchases thereunder;]

[removed: Share] [added: Share] repurchases could [removed: also] increase the volatility of the price of our common stock and could diminish our cash reserves.

We have completed [removed: $1.25] [added: $1.65] billion of repurchases under the program as of December 31, [removed: 2024.][added: 2025, and expect to complete the program in the first quarter of 2026.]

[removed: In addition, repurchases] [added: Repurchases] of our common stock pursuant to our share repurchase [removed: program] [added: programs] could affect our stock price and increase its volatility.

The existence of [removed: a] share repurchase [removed: program] [added: programs] could cause our stock price to be higher than it would be in the absence of such [removed: a program] [added: programs] and could potentially reduce the market liquidity for our stock.

Additionally, our share repurchase [removed: program] [added: programs] could diminish our cash reserves, which may impact our ability to finance future growth, to continue to pay a dividend and to pursue possible future strategic opportunities and acquisitions.

Although our share repurchase [removed: program is] [added: programs are] intended to enhance long-term stockholder value, there is no assurance that [removed: it] [added: they] will do so and short-term stock price fluctuations could reduce the [removed: program’s effectiveness.][added: effectiveness of the programs.]

If we are unable to manage credit risk issues adequately, or if a large number of customers have financial difficulties at the same time, our credit losses could increase above historical levels and our [added: operating results would be adversely affected.]

The extent to which these efforts and strategies will achieve our desired efficiencies and goals in [removed: 2025] [added: 2026] and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control.

Disruptions in our [added: information technology systems,] or [added: those of] our third-party [removed: vendors’ information technology systems] [added: vendors,] could adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, implement strategic initiatives or support our online ordering system.

We rely on the continuous and uninterrupted performance of our [added: information technology systems,] and [added: those of] our third-party [removed: vendors’ information technology systems] [added: vendors,] to be able to monitor and control our operations, adjust to changing market conditions, implement strategic initiatives and support our online ordering system.

These systems may be subject to interruptions due to technological errors, bugs, defects or vulnerabilities, system capacity constraints, human errors, computer or communications failures, power loss, [removed: disruptions during upgrades or replacements of software or hardware or integrations of acquired businesses systems, adverse acts of nature and other unexpected events.]

We depend on the security of our [added: information technology systems,] and [added: those of] our third-party [removed: vendors’ information technology systems] [added: vendors,] to support numerous business processes and activities, including our online ordering system.

There are numerous cybersecurity risks [added: applicable] to these systems, including individual and group criminal hackers, industrial espionage, man-in-the-middle and denial of service attacks, viruses, malicious software (malware), employee error or malfeasance and phishing attacks.

Successful breaches could, among other things, disrupt our operations, jeopardize the security of information stored in or transmitted by the sites, networks and systems, which include cloud-based networks and data center storage, or result in the unauthorized [added: access,] disclosure, theft and misuse of company, customer, and employee sensitive and confidential information.

Although we employ security measures [added: designed] to protect our data and systems, and, to our knowledge, so do our third-party vendors, these measures have in the past not detected or prevented, and may in the future not detect or prevent, all attempts to infiltrate our systems.

We continuously develop and enhance our controls, processes and practices [added: that are designed] to protect our systems, computers, software, data and networks from attack, damage, vulnerabilities or unauthorized access.

During an investigation, it is possible we may not necessarily know the extent of the harm or how to remediate it, which could further adversely impact us, and [removed: new] [added: applicable] regulations could result in us being required to disclose information about a material cybersecurity incident before it has been mitigated or resolved, or even fully investigated.

Any compromise or breach of our systems could result in adverse publicity, harm our reputation, lead to claims against us and affect our relationships with our customers and employees, any of which could have a material adverse effect on our [removed: business.][added: business and financial performance.]

New laws may add a broad array of requirements on how we handle or use information, increase our compliance obligations and impose new [removed: and greater monetary fines for privacy violations.]

Specialty segment revenues constituted [removed: 29.3] [added: 31.7] percent of our revenues for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to 7.3 percent of our revenues for the year ended December 31, 2013.

At December 31, 2025, our total indebtedness was $14.2 billion.

In such event, unless we are able to refinance the

We rely on borrowings under the ABL facility and the accounts receivable securitization facility to provide funds to operate our business and make capital expenditures, and our business would be adversely affected if those facilities are not available to be drawn, or amounts available to be drawn are reduced.

Borrowings under the ABL facility are principally supported by pledges of rental equipment, and borrowings under the accounts receivable securitization are principally supported by our accounts receivable.

If our access to such financing was unavailable or reduced, our liquidity, results of operations and financial position may be adversely affected, which could cause material harm to our business.

In April 2025, our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under this program began in April 2025.

Subsequent to the enactment of the new federal tax legislation discussed below (see note 13 to the consolidated financial statements) in July 2025, and with consideration of the expected cash flow benefit associated with the legislation, our Board of Directors approved an increase in the size of the current share repurchase program, from $1.5 billion to $2.0 billion.

On January 28, 2026, our Board of Directors authorized a new $5.0 billion share repurchase program.

The program is expected to commence after completion of the current program, and does not have an established expiration date.

We intend to repurchase $1.15 billion under the program in 2026.

disruptions during upgrades or replacements of software or hardware or integrations of acquired businesses systems, adverse acts of nature and other unexpected events.

and greater monetary fines for privacy violations.

We may fail to respond adequately to changes in technology and customer demands, which could adversely affect our results of operation, financial condition and cash flows.

In recent years, our industry and end-markets have been characterized by rapid changes in technology and customer demands.

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 our competitive position and maintaining current levels of customer satisfaction.

Failure to correctly identify and predict customer needs and preferences, to deliver high quality, innovative and competitive products to the market, to adequately protect our intellectual property rights or to acquire rights to third-party technologies, to provide adequate data security and privacy protections, and to stimulate customer demand for, and convince customers to adopt, new products, digital solutions and support services, could adversely affect our consolidated results of operations, financial condition and cash flows.

In addition, we may experience technical or other difficulties that could delay or prevent the development or implementation of new products, digital solutions and support services.

We also may not achieve the benefits that we anticipate from new technologies we develop or implement.

The effects of these risks may, individually or in the aggregate, materially adversely affect our results of operations, financial condition and cash flows.

We use AI in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our business or results of operations.

We incorporate AI solutions into our products, services and features, and we leverage AI in our product development and our operations.

If we are unable to effectively integrate AI into our business processes or keep pace with rapidly evolving AI technological developments, we may face a competitive disadvantage.

At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, privacy and compliance issues, ethical concerns, confidentiality, reputational harm, and security risks.

It is difficult to predict all the risks related to the use of AI.

Changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to legal liability.

The cost of complying with laws and regulations governing AI could be significant and would increase our operating expenses, which could adversely affect our business, financial condition, results of operations and cash flows.

Further, market demand and acceptance of AI technologies are uncertain, and our efforts to further incorporate AI into our processes may not succeed.

coverage will be sufficient or that we will continue to be able to obtain such coverage at reasonable rates or at all.

Union organizing efforts or collective bargaining negotiations could potentially

result in higher costs to us for transporting equipment from one branch to another branch.

At December 31, 2024, our total indebtedness was $13.4 billion (which is expected to increase by approximately $4.9 billion in connection with the pending acquisition of H&E that is discussed in note 19 to the consolidated financial statements, which is expected to close in the first quarter of 2025).

To service our indebtedness, we require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.

We depend on cash on hand and cash flows from operations to make scheduled debt payments.

To a significant extent, our ability to do so is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We may not be able to generate sufficient cash flow from operations to repay our indebtedness when it becomes due and to meet our other cash needs.

If we are unable to service our indebtedness and fund our operations, we will have to adopt an alternative strategy that may include:

- reducing or delaying capital expenditures;

- limiting our growth;

- seeking additional capital;

- selling assets; or

- restructuring or refinancing our indebtedness.

Even if we adopt an alternative strategy, the strategy may not be successful and we may continue to be unable to service our indebtedness and fund our operations.

payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) issuances of preferred stock of certain subsidiaries.

The amount of borrowings permitted under our ABL facility and the accounts receivable securitization facility may fluctuate significantly, which may adversely affect our liquidity, results of operations and financial position.

The inability to borrow under our ABL facility and/or the accounts receivable securitization facility, or limitations on the amounts we can borrow under our ABL facility and/or the accounts receivable securitization facility, may adversely affect our liquidity, results of operations and financial position.

We rely on available borrowings under the ABL facility and the accounts receivable securitization facility for cash to operate our business, which subjects us to market and counterparty risk, some of which is beyond our control.

If our access to such financing was unavailable or reduced, or if such financing were to become significantly more expensive for any reason, we may not be able to fund daily operations, which would cause material harm to our business or could affect our ability to operate our business as a going concern.

The pending acquisition of H&E that is discussed in note 19 to the consolidated financial statements, which is expected to close in the first quarter of 2025, is an example of our strategy of growth through acquisitions.

There can be no assurance that we will be able to identify suitable

For example, financing for our pending acquisition of H&E may include the issuance of debt securities and/or term loan borrowings, in addition to borrowings under our existing ABL facility.

We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term stockholder value.

In January 2024, our Board of Directors authorized a share repurchase program, under which we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $1.5 billion, excluding fees, commissions and other ancillary expenses.

We have paused repurchases under the program due to our pending acquisition of H&E.

As discussed in note 19 to the consolidated financial statements, on January 13, 2025, we entered into a definitive merger agreement to acquire H&E, which is expected to close in the first quarter of 2025.

We currently intend to complete the share repurchase program; however, we will re-evaluate the timing over which we expect to do so as we integrate H&E and assess other potential uses of capital, including paying down debt.

Although the Board of Directors has authorized the share repurchase program, the share repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares.

The timing and amount of repurchases, if any, will depend upon several factors, including market and legislative conditions, the trading price of the Company’s common stock and the nature of other investment opportunities.

For example, the Inflation Reduction Act imposes a one percent tax on stock repurchases, subject to certain adjustments, by publicly traded U.S. companies, including us, and may impact our decision to engage in share repurchases.

Also, our ability to repurchase shares of stock may be limited by restrictive covenants in our debt agreements.

The repurchase program may be limited, suspended or discontinued at any time without prior notice.

There can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock.

operating results would be adversely affected.

We anticipate that these risks will increase over time.

or loss realized upon disposal of equipment.

remediating any contamination at our sites as well as sites to which we send hazardous waste for disposal or treatment, regardless of fault; and (ii) fines and penalties for non-compliance.

As of December 31, [removed: 2024,] [added: 2025,] we had an aggregate of [removed: $4.3] [added: $4.1] billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable securitization and term loan facilities.

See note [removed: 12] [added: 11] to our consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of December 31, [removed: 2024] [added: 2025] under these facilities.

As of December 31, [removed: 2024,] [added: 2025,] based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately [removed: $32] [added: $31] for each one percentage point increase in the interest rates applicable to our variable rate debt.

For additional information concerning the terms of our variable rate debt, see note [removed: 12] [added: 11] to our consolidated financial statements.

At December 31, [removed: 2024,] [added: 2025,] we had an aggregate of [removed: $9.1] [added: $10.2] billion of indebtedness that bears interest at fixed rates.

A one percentage point decrease in market interest rates as of December 31, [removed: 2024] [added: 2025] would increase the fair value of our fixed rate indebtedness by approximately [removed: four] [added: three] percent.

For additional information concerning the fair value and terms of our fixed rate debt, see note [removed: 11] [added: 10] (see “Fair Value of Financial Instruments”) and note [removed: 12] [added: 11] to our consolidated financial statements.

During the year ended December 31, [removed: 2024,] [added: 2025,] our foreign subsidiaries accounted for [removed: $1.354] [added: $1.428] billion, or 9 percent, of our total revenue of [removed: $15.345] [added: $16.099] billion, and [removed: $232,] [added: $203,] or [removed: 7] [added: 6] percent, of our total pretax income of [removed: $3.388] [added: $3.338] billion.

The table below presents key information about our business as of and for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| Total revenues (in millions) | | | [removed: $15,345] [added: $16,099] | | | | | | [removed: $14,332] [added: $15,345] | | |

| Equipment rental revenue percent of total revenues | | | [removed: 85%] [added: 86%] | | | | | | [removed: 84%] [added: 85%] | | |

| Year-over-year change in average original equipment cost (“OEC”) | | | [removed: 3.5%] [added: 3.9%] | | | | | | [removed: 21.9%] [added: 3.5%] | | |

| Fleet productivity (2) | | | [removed: 4.1%] [added: 2.2%] | | | | | | [removed: (0.7)%] [added: 4.1%] | | |

| Contribution from ancillary and re-rent revenue (3) | | | [removed: 1.9%] [added: 1.4%] | | | | | | [removed: (0.4)%] [added: 1.9%] | | |

| Total equipment rental revenue variance | | | [removed: 8.0%] [added: 6.0%] | | | | | | [removed: 19.3%] [added: 8.0%] | | |

| Key account percent of equipment rental revenue | | | [removed: 68%] [added: 69%] | | | | | | [removed: 67%] [added: 68%] | | |

| National account percent of equipment rental revenue | | | [removed: 44%] [added: 46%] | | | | | | [removed: 43%] [added: 44%] | | |

| Fleet OEC (in billions) | | | [removed: $21.43] [added: $22.48] | | | | | | [removed: $20.66] [added: $21.43] | | |

| Equipment units | | | [removed: 1,120,000] [added: 1,095,000] | | | | | | [removed: 995,000] [added: 1,120,000] | | |

| Fleet age in months | | | [removed: 51.3] [added: 49.5] | | | | | | [removed: 52.4] [added: 51.3] | | |

| General construction and industrial equipment | | | [removed: 40%] [added: 39%] | | | | | | [removed: 42%] [added: 40%] | | |

| Aerial work platforms | | | [removed: 23%] [added: 22%] | | | | | | [removed: 25%] [added: 23%] | | |

| General tools and light equipment | | | 9% | | | | | | [removed: 8%] [added: 9%] | | |

| Power and HVAC (heating, ventilating and air conditioning) equipment | | | 11% | | | | | | [removed: 10%] [added: 11%] | | |

| Surface protection mats [removed: (5)] | | | [removed: 2%] [added: 4%] | | | | | | [removed: —%] [added: 2%] | | |

| Rental locations | | | [removed: 1,686] [added: 1,768] | | | | | | [removed: 1,584] [added: 1,686] | | |

| Approximate range of branches per district | | | [removed: 4-13] [added: 5-13] | | | | | | [removed: 5-14] [added: 4-13] | | |

| Approximate range of districts per region | | | [removed: 5-10] [added: 7-11] | | | | | | [removed: 6-11] [added: 5-10] | | |

| Range of regions per division | | | [removed: 2-7] [added: 3-7] | | | | | | [removed: 3-6] [added: 2-7] | | |

| Hourly employees | | | [removed: 19,900] [added: 20,300] | | | | | | [removed: 18,900] [added: 19,900] | | |

| Salaried employees | | | [removed: 8,000] [added: 8,200] | | | | | | [removed: 7,400] [added: 8,000] | | |

| Total employees | | | [removed: 27,900] [added: 28,500] | | | | | | [removed: 26,300] [added: 27,900] | | |

| Estimated North American market share [removed: (6)] [added: (4)] | | | 15% | | | | | | 15% | | |

| Top 10 customers percent of total revenues | | | 5% | | | | | | [removed: 4%] [added: 5%] | | |

| Largest supplier percent of capital expenditures | | | [removed: 12%] [added: 11%] | | | | | | [removed: 15%] [added: 12%] | | |

| Top 10 supplier percent of capital expenditures | | | [removed: 51%] [added: 52%] | | | | | | [removed: 48%] [added: 51%] | | |

[removed: Time utilization is calculated by dividing the amount of time an asset is] on rent by the amount of time the asset has been owned during the year.

[removed: (5)As discussed in note 4 to the consolidated financial statements, in] [added: In] March 2024, we completed the acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, [removed: “Yak”), which was a leading provider of surface protection mats.][added: “Yak”).]

[removed: (6)As] [added: (4)As] discussed below (see “Industry Overview and Economic Outlook”), North American market share [removed: and equipment rental industry revenue are] [added: is] based on industry estimates (excluding party and event rentals) from the American Rental Association (“ARA”).

Through the program, eligible employees can reduce medical plan costs if they complete a health assessment and participate in a biometric screening at work or off-site, and, in [removed: 2024, 56] [added: 2025, 59] percent of eligible employees did so.

The program also includes (i) a paid day off to be used for a wellness exam or day of service, which was used by [removed: 91] [added: 89] percent of eligible employees in [removed: 2024,] [added: 2025,] (ii) tobacco cessation support and (iii) participation incentives.

For example, voluntary employee turnover, which represents voluntary terminations during the year divided by average headcount during the year, was [removed: 11.9] [added: 10.8] percent, [removed: 12.4] [added: 11.9] percent and [removed: 13.1] [added: 12.4] percent for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

- Employee inclusion and engagement: Our commitment to inclusion is demonstrated through many [removed: efforts such as employee-led employee resource groups (“ERGs”).][added: efforts.]

As part of [removed: its] [added: our] inclusion efforts, [removed: the Company is] [added: we are] committed to supporting [removed: its] [added: our] military veterans and [removed: has] [added: have] made the fair inclusion of veterans a [removed: priority, through its veterans ERG and external partnerships.][added: priority.]

To provide an open and frequent line of communication for all employees, we host town hall meetings and quarterly [removed: all employee] [added: all-employee] conference calls, and utilize [removed: Workplace,] a virtual collaboration platform for our [removed: employees,] [added: employees] to engage with our full team.

[removed: The Company also sponsors the United Compassion] Fund, an employee-funded 501(c)(3) charity that provides financial assistance to fellow employees in need.

In [removed: 2024,] [added: 2025,] employees voluntarily donated approximately [removed: $1.6] [added: $1.7] million to the fund, and employees received [removed: 845] [added: 415] grants totaling approximately [removed: $2.2] [added: $1.4] million.

We aim for all new hires to attend JumpSTART, a new hire orientation, to quickly acclimate them to our culture, as well as applicable new hires to attend Center of Excellence [removed: (job related)] [added: (job-related)] training within 90 days of hire.

| | | | 2025 | | | | | | 2024 | | |

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Time utilization is calculated by dividing the amount of time an asset is

We recently launched a company-wide mentorship program, the UR Connections platform, enabling peer-to-peer connections both in-person and virtually.

We also sponsor the United Compassion

- The continued expansion and cross-selling of adjacent specialty and services products, which enables us to provide a “one-stop” shop for our customers.

In 2025, our full year rental revenue increased by 6.0 percent year-over-year.

- allow for the incorporation of AI solutions into our products, services and features, as well as the leveraging of AI in our product development and our operations;

For information about our approach to the cybersecurity risks we face, see Item 1C- Cybersecurity and Item 1A- Risk Factors.

The specialty segment rents products (and provides setup and other services on such rented equipment) including (i) trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction

| | | | 2024 | | | | | | 2023 | | |

| Pro forma equipment rentals variance components (4): | | | | | | | | | | | |

| Year-over-year change in average OEC | | | | | | | | | 10.4% | | |

| Assumed year-over-year inflation impact (1) | | | | | | | | | (1.5)% | | |

| Fleet productivity (2) | | | | | | | | | 2.8% | | |

| Contribution from ancillary and re-rent revenue (3) | | | | | | | | | (0.4)% | | |

| Total equipment rental revenue variance | | | | | | | | | 11.3% | | |

| Estimated North American equipment rental industry revenue growth (6) | | | 8% | | | | | | 12% | | |

(4)We completed the acquisition of Ahern Rentals, Inc. (“Ahern Rentals”) in December 2022.

The pro forma information includes the standalone, pre-acquisition results of Ahern Rentals.

Pro forma information is not reflected above for 2024 versus 2023 because Ahern Rentals was fully included in our results for both years.

Prior to the Yak acquisition, we did not rent material amounts of such equipment.

As discussed above, in March 2024, we completed the acquisition of Yak.

Our 2024 employee experience survey showed strong results with average responses ranging from 8.3 to 9.1 out of 10 in each of our four survey categories: Engagement (8.4), Belonging (8.3), Health & Wellbeing (8.4) and Safety Commitment (9.1).

Our 2024 results were consistent with our strong 2023 results, with scores in all four categories flat or within 0.1 year-over-year.

Our employee Net Promoter Score places us in the top five percent of the Peakon Benchmark for Commercial and Professional Services Companies for the Engagement category, in the top 10 percent for the Health & Wellbeing category and in the top 25 percent for the Belonging category.

There is no external benchmark reference for our Safety Commitment category.

Our many ERGs are open to all employees and aim to foster a diverse and inclusive workplace by facilitating: networking and connecting with peers; education and awareness efforts; and professional development.

delivery and pickup of equipment; improving the effectiveness and efficiency of our repair and maintenance operations; and implementing customer service best practices;

In 2024, our full year rental revenue increased by 8.0 percent year-over-year, which included the impact of the Yak acquisition that was completed in March 2024 and is discussed in note 4 to the consolidated financial statements.

Our estimated North American market share of approximately 15 percent as of December 31, 2024, which includes the standalone, pre-acquisition revenue of Yak, did not change materially from our market share as of December 31, 2023.

the particular branch as well as the business composition of the local economy, including construction opportunities with different customers.

As discussed in note 4 to the consolidated financial statements, in March 2024, we completed the acquisition of Yak.

directly to customers.

A description of legal proceedings can be found in note [removed: 15] [added: 14] to our consolidated financial statements, included in this report at Item 8—Financial Statements and Supplementary Data, and is incorporated by reference into this Item 3.

PART II

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024] [added: 2025] there were [removed: 66,235,191] [added: 64,450,115] shares of United Rentals, Inc. common stock outstanding.

The aggregate market value of common stock held by non-affiliates (defined as other than directors, executive officers and 10 percent beneficial owners) at June 30, [removed: 2024] [added: 2025] was approximately [removed: $37.8] [added: $42.7] billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of [removed: $646.73.][added: $753.40.]

As of January [removed: 27, 2025,] [added: 26, 2026,] there were [removed: 65,307,098] [added: 62,998,147] shares of United Rentals, Inc. common stock outstanding.

Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III of this annual report.

| Item 1 | | | [removed: [Business](#i0e39064630de41249f05529bd9745941_16)] [added: [Business](#i2bfed51ba216430fad254983ba703ae8_16)] | | | [removed: [1](#i0e39064630de41249f05529bd9745941_16)] [added: [1](#i2bfed51ba216430fad254983ba703ae8_16)] | | |

| Item 1A | | | [Risk [removed: Factors](#i0e39064630de41249f05529bd9745941_19)] [added: Factors](#i2bfed51ba216430fad254983ba703ae8_19)] | | | [removed: [9](#i0e39064630de41249f05529bd9745941_19)] [added: [9](#i2bfed51ba216430fad254983ba703ae8_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i0e39064630de41249f05529bd9745941_22)] [added: Comments](#i2bfed51ba216430fad254983ba703ae8_22)] | | | [removed: [23](#i0e39064630de41249f05529bd9745941_22)] [added: [23](#i2bfed51ba216430fad254983ba703ae8_22)] | | |

| Item 1C | | | [removed: [Cybersecurity](#i0e39064630de41249f05529bd9745941_25)] [added: [Cybersecurity](#i2bfed51ba216430fad254983ba703ae8_25)] | | | [removed: [23](#i0e39064630de41249f05529bd9745941_25)] [added: [23](#i2bfed51ba216430fad254983ba703ae8_25)] | | |

| Item 2 | | | [removed: [Properties](#i0e39064630de41249f05529bd9745941_28)] [added: [Properties](#i2bfed51ba216430fad254983ba703ae8_28)] | | | [removed: [24](#i0e39064630de41249f05529bd9745941_28)] [added: [24](#i2bfed51ba216430fad254983ba703ae8_28)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i0e39064630de41249f05529bd9745941_31)] [added: Proceedings](#i2bfed51ba216430fad254983ba703ae8_31)] | | | [removed: [25](#i0e39064630de41249f05529bd9745941_31)] [added: [25](#i2bfed51ba216430fad254983ba703ae8_31)] | | |

| Item 5 | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0e39064630de41249f05529bd9745941_40)] [added: Securities](#i2bfed51ba216430fad254983ba703ae8_40)] | | | [removed: [25](#i0e39064630de41249f05529bd9745941_40)] [added: [25](#i2bfed51ba216430fad254983ba703ae8_40)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0e39064630de41249f05529bd9745941_49)] [added: Operations](#i2bfed51ba216430fad254983ba703ae8_49)] | | | [removed: [27](#i0e39064630de41249f05529bd9745941_49)] [added: [26](#i2bfed51ba216430fad254983ba703ae8_49)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0e39064630de41249f05529bd9745941_58)] [added: Risk](#i2bfed51ba216430fad254983ba703ae8_58)] | | | [removed: [44](#i0e39064630de41249f05529bd9745941_58)] [added: [42](#i2bfed51ba216430fad254983ba703ae8_58)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i0e39064630de41249f05529bd9745941_61)] [added: Data](#i2bfed51ba216430fad254983ba703ae8_61)] | | | [removed: [45](#i0e39064630de41249f05529bd9745941_61)] [added: [44](#i2bfed51ba216430fad254983ba703ae8_61)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0e39064630de41249f05529bd9745941_166)] [added: Disclosure](#i2bfed51ba216430fad254983ba703ae8_169)] | | | [removed: [85](#i0e39064630de41249f05529bd9745941_166)] [added: [82](#i2bfed51ba216430fad254983ba703ae8_169)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i0e39064630de41249f05529bd9745941_169)] [added: Procedures](#i2bfed51ba216430fad254983ba703ae8_172)] | | | [removed: [85](#i0e39064630de41249f05529bd9745941_169)] [added: [82](#i2bfed51ba216430fad254983ba703ae8_172)] | | |

| Item 9B | | | [Other [removed: Information](#i0e39064630de41249f05529bd9745941_178)] [added: Information](#i2bfed51ba216430fad254983ba703ae8_181)] | | | [removed: [87](#i0e39064630de41249f05529bd9745941_178)] [added: [85](#i2bfed51ba216430fad254983ba703ae8_181)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0e39064630de41249f05529bd9745941_181)] [added: Inspections](#i2bfed51ba216430fad254983ba703ae8_184)] | | | [removed: [87](#i0e39064630de41249f05529bd9745941_181)] [added: [85](#i2bfed51ba216430fad254983ba703ae8_184)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i0e39064630de41249f05529bd9745941_187)] [added: Governance](#i2bfed51ba216430fad254983ba703ae8_190)] | | | [removed: [88](#i0e39064630de41249f05529bd9745941_187)] [added: [86](#i2bfed51ba216430fad254983ba703ae8_190)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i0e39064630de41249f05529bd9745941_190)] [added: Compensation](#i2bfed51ba216430fad254983ba703ae8_193)] | | | [removed: [88](#i0e39064630de41249f05529bd9745941_190)] [added: [86](#i2bfed51ba216430fad254983ba703ae8_193)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0e39064630de41249f05529bd9745941_193)] [added: Matters](#i2bfed51ba216430fad254983ba703ae8_196)] | | | [removed: [88](#i0e39064630de41249f05529bd9745941_193)] [added: [86](#i2bfed51ba216430fad254983ba703ae8_196)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0e39064630de41249f05529bd9745941_196)] [added: Independence](#i2bfed51ba216430fad254983ba703ae8_199)] | | | [removed: [88](#i0e39064630de41249f05529bd9745941_196)] [added: [86](#i2bfed51ba216430fad254983ba703ae8_199)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i0e39064630de41249f05529bd9745941_199)] [added: Services](#i2bfed51ba216430fad254983ba703ae8_202)] | | | [removed: [88](#i0e39064630de41249f05529bd9745941_199)] [added: [86](#i2bfed51ba216430fad254983ba703ae8_202)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i0e39064630de41249f05529bd9745941_205)] [added: Schedules](#i2bfed51ba216430fad254983ba703ae8_208)] | | | [removed: [89](#i0e39064630de41249f05529bd9745941_205)] [added: [87](#i2bfed51ba216430fad254983ba703ae8_208)] | | |

Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy or [removed: outlook, and include statements regarding the closing of the H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”) acquisition.][added: outlook.]

- the impact of global economic conditions (including inflation, interest rates, supply chain constraints, [added: tariffs,] trade wars and sanctions), geopolitical risks (including risks related to international conflicts) and public health crises and epidemics on us, our customers and our suppliers, in the United States and the rest of the world;

- rates we charge and [removed: time utilization we achieve] [added: customer demand] being less than anticipated;

- inability to benefit from government spending, including spending associated with infrastructure projects, or a reduction [added: or disruption] in government [removed: spending;][added: spending, including as a result of a government shutdown;]

- trends in oil and natural gas, including significant [removed: increases] [added: fluctuations] in the prices of oil or natural gas, [removed: have in the past affected, and could in the future] [added: which can] adversely [removed: affect,] [added: affect] the demand for our services and products;

- our significant [removed: indebtedness (which] [added: indebtedness, which] totaled [removed: $13.4] [added: $14.2] billion at December 31, [removed: 2024] [added: 2025] and [removed: which is expected to increase by approximately $4.9 billion in connection with the pending acquisition of H&E that is discussed in note 19 to the consolidated financial statements)] requires [removed: us to use] a [removed: substantial] [added: significant] amount of [removed: our] cash [removed: flow] for debt [removed: service and] [added: service,] can constrain our flexibility in responding to unanticipated or adverse business conditions;

- the possibility that companies that we have acquired or may acquire [removed: (including H&E upon completion of the pending acquisition)] could have undiscovered liabilities, or that companies or assets that we have acquired or may acquire [removed: (including H&E upon completion of the pending acquisition)] could involve other unexpected costs, may strain our management capabilities, or may be difficult to integrate, and that we may not realize the expected benefits from an acquisition over the timeframe we expect, or at all;

- turnover in our management team and inability to attract and retain key personnel, as well as loss, absenteeism or the inability of employees to work or perform key [removed: functions in light of public health crises or epidemics;][added: functions;]

- inability to obtain equipment and other supplies for our business from our key suppliers on acceptable terms or at all, as a result of insolvency, financial difficulties or other [removed: factors] [added: factors, including tariffs,] affecting our suppliers;

- increases in our maintenance and replacement [removed: costs] [added: costs, including as a result of tariffs,] and/or decreases in the residual value of our equipment;

Unless otherwise indicated, the information under Items 1, 1A and 2 is as of January 1, [removed: 2025.][added: 2026.]

| | | | | | | | | |

| | | | | | | | | |

- risks related to our ability to respond adequately to changes in technology and customer demands;

- risks related to our use of artificial intelligence (“AI”), and challenges with properly managing such use;

- risks related to evolving requirements, expectations and perspectives from regulators and stakeholders on environmental, social and sustainability-related topics, and our ability to meet these requirements and expectations;

ii

| Item 4 | | | [Mine Safety Disclosures](#i0e39064630de41249f05529bd9745941_34) | | | [25](#i0e39064630de41249f05529bd9745941_34) | | |

| Item 6 | | | [Selected Financial Data](#i0e39064630de41249f05529bd9745941_43) | | | [26](#i0e39064630de41249f05529bd9745941_43) | | |

We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of [removed: Directors (the “Board”).][added: Directors.]

The [removed: Board,] [added: Board of Directors,] Audit Committee, senior management and the Enterprise Risk Management Council (a taskforce comprised of senior representatives from primary corporate functions as well as senior representatives from field operations) devote significant resources to cybersecurity and risk management processes [added: that are designed] to adapt to the changing cybersecurity landscape and [added: to] respond to emerging threats in a timely and effective manner.

Our cybersecurity risk management program [removed: leverages] [added: incorporates concepts from] the National Institute of Standards and Technology (“NIST”) framework, which organizes cybersecurity risks into six categories: govern, identify, protect, detect, respond and recover.

In the event we identify a cybersecurity incident, we have defined procedures to respond to and [added: attempt to] remediate such incident.

[removed: The Company’s Chief Information Officer] [added: Our vice president (“VP”) of IT] is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the [removed: Board.][added: Board of Directors.]

Our [removed: Chief Information Officer] [added: VP of IT] has over a decade of experience leading cyber security oversight, and others on our IT security team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional certification.

We have continued to expand investments in IT security to [added: attempt to] mitigate cybersecurity risks, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, [added: using AI for automated threat detection] and [added: response, as well as] engaging experts.

These tests and assessments are useful tools for maintaining a robust cybersecurity program [added: that is designed] to protect our investors, customers, employees, vendors, and intellectual property.

The internal business owners of the hosted applications are required to document user access reviews at least annually and [removed: provide] [added: request] from the vendor a System and Organization Controls (SOC) 1 or SOC 2 report.

The Audit Committee and the full Board [added: of Directors] actively participate in discussions with management and amongst themselves regarding cybersecurity risks.

In addition, the Board [added: of Directors] receives quarterly cybersecurity reports, which include a review of key performance indicators, test results and related remediation, and recent threats and how the Company is managing those threats.

Further, at least annually, the Board [added: of Directors] receives updates on the Company’s Crisis Management Plan, which covers, among other things, potential cybersecurity incidents, data privacy and its compliance programs.

To aid the Board [added: of Directors] with its cybersecurity and data privacy oversight responsibilities, the Board [added: of Directors] periodically hosts experts for presentations on these topics.

For example, in [removed: 2024,] [added: 2025,] the Board [added: of Directors] hosted an expert to discuss developments in the cybersecurity threat landscape and current cybersecurity trends across industries.

For more information about the cybersecurity risks we face, and how, if realized, those risks are reasonably likely to materially affect us, see the risk factor entitled [removed: “Our] [added: “*Our] financial performance and our reputation could be adversely affected, and we could be subject to legal liability or regulatory enforcement actions, if we are unable to protect against, or effectively respond to, cyberattacks or other cyber [removed: incidents”] [added: incidents*”] in Item 1A- Risk Factors.

As of January 1, [removed: 2025,] [added: 2026,] we operated [removed: 1,686] [added: 1,768] rental locations.

[removed: 1,433] [added: 1,494] of these locations are in the United States, [removed: 158] [added: 169] are in Canada, [removed: 39] [added: 41] are in Europe and [removed: 56] [added: 64] are in our Australasia network (which is comprised of our locations in Australia and New Zealand).

| ● | | | Alabama (GR [removed: 33,] [added: 32,] S [removed: 10)] [added: 11)] | | | ● | | | Maine (GR 4, S [removed: 1)] [added: 2)] | | | ● | | | Oklahoma (GR 26, S [removed: 9)] [added: 10)] | | |

| ● | | | Alaska (GR 2) | | | ● | | | Maryland (GR 16, S 8) | | | ● | | | Oregon (GR [removed: 13,] [added: 14,] S 7) | | |

| ● | | | Arizona (GR [removed: 24,] [added: 23,] S 9) | | | ● | | | Massachusetts (GR [removed: 19,] [added: 22,] S [removed: 6)] [added: 5)] | | | ● | | | Pennsylvania (GR 24, S [removed: 9)] [added: 10)] | | |

| ● | | | Arkansas (GR 14, S [removed: 4)] [added: 5)] | | | ● | | | Michigan (GR 12, S [removed: 8)] [added: 10)] | | | ● | | | Puerto Rico (GR 2) | | |

| ● | | | California (GR 95, S 44) | | | ● | | | Minnesota (GR 13, S 5) | | | ● | | | Rhode Island (GR [removed: 2)] [added: 3)] | | |

| ● | | | Colorado (GR 17, S 6) | | | ● | | | Mississippi (GR 14, S [removed: 4)] [added: 5)] | | | ● | | | South Carolina (GR [removed: 30,] [added: 32,] S [removed: 10)] [added: 12)] | | |

| ● | | | Connecticut (GR [removed: 7,] [added: 9,] S 3) | | | ● | | | Missouri (GR [removed: 22,] [added: 23,] S [removed: 9)] [added: 10)] | | | ● | | | South Dakota (GR 2) | | |

| ● | | | Delaware (GR 3, S 1) | | | ● | | | Montana (GR 2) | | | ● | | | Tennessee (GR [removed: 33,] [added: 32,] S [removed: 14)] [added: 17)] | | |

| ● | | | Florida (GR [removed: 61,] [added: 62,] S [removed: 37)] [added: 38)] | | | ● | | | Nebraska (GR 5, S 2) | | | ● | | | Texas (GR [removed: 123,] [added: 127,] S [removed: 51)] [added: 57)] | | |

| ● | | | Georgia (GR [removed: 40,] [added: 42,] S [removed: 15)] [added: 18)] | | | ● | | | Nevada (GR [removed: 16,] [added: 18,] S 10) | | | ● | | | Utah (GR 10, S [removed: 5)] [added: 6)] | | |

| ● | | | Idaho (GR 7, S 5) | | | ● | | | New Hampshire (GR 1, S [removed: 2)] [added: 4)] | | | ● | | | Vermont (GR 2, S 1) | | |

| ● | | | Illinois (GR [removed: 17,] [added: 16,] S [removed: 11)] [added: 10)] | | | ● | | | New Jersey (GR [removed: 13,] [added: 12,] S [removed: 10)] [added: 11)] | | | ● | | | Virginia (GR [removed: 28,] [added: 31,] S 17) | | |

| ● | | | Indiana (GR [removed: 15,] [added: 16,] S [removed: 5)] [added: 8)] | | | ● | | | New Mexico (GR 9, S 5) | | | ● | | | Washington (GR [removed: 26,] [added: 27,] S [removed: 12)] [added: 14)] | | |

| ● | | | Iowa (GR [removed: 10,] [added: 12,] S 4) | | | ● | | | New York (GR [removed: 26,] [added: 27,] S [removed: 7)] [added: 9)] | | | ● | | | West Virginia (GR [removed: 8,] [added: 9,] S [removed: 4)] [added: 5)] | | |

| ● | | | Kansas (GR 16, S 5) | | | ● | | | North Carolina (GR 36, S [removed: 14)] [added: 15)] | | | ● | | | Wisconsin (GR [removed: 11,] [added: 13,] S [removed: 7)] [added: 8)] | | |

| ● | | | Kentucky (GR [removed: 14,] [added: 13,] S 6) | | | ● | | | North Dakota (GR 5) | | | ● | | | Wyoming (GR 5) | | |

| ● | | | Louisiana (GR [removed: 42,] [added: 38,] S [removed: 15)] [added: 18)] | | | ● | | | Ohio (GR [removed: 25,] [added: 26,] S [removed: 16)] [added: 17)] | | | | | | | | |

| ● | | | Alberta (GR 24, S 12) | | | ● | | | Belgium (S [removed: 7)] [added: 5)] | | | ● | | | Australia (S [removed: 37)] [added: 45)] | | |

| ● | | | British Columbia (GR 26, S [removed: 7)] [added: 9)] | | | ● | | | France (S [removed: 6)] [added: 7)] | | | ● | | | New Zealand (S 19) | | |

| ● | | | Manitoba (GR 5, S [removed: 2)] [added: 3)] | | | ● | | | Germany (S [removed: 7)] [added: 8)] | | | | | | | | |

| ● | | | New Brunswick (GR [removed: 5,] [added: 6,] S 1) | | | ● | | | Netherlands (S [removed: 15)] [added: 17)] | | | | | | | | |

| ● | | | Nova Scotia (GR [removed: 4,] [added: 5,] S 1) | | | | | | | | | | | | | | |

| ● | | | Ontario (GR [removed: 30,] [added: 31,] S [removed: 10)] [added: 13)] | | | | | | | | | | | | | | |

| ● | | | Quebec (GR 10, S [removed: 6)] [added: 8)] | | | | | | | | | | | | | | |

We own [removed: 127] [added: 137] of our branch locations and lease the other branch locations.

We have a fleet of approximately [removed: 17,300] [added: 18,200] vehicles.

Additionally, we maintain other corporate facilities, including in Shelton, Connecticut, where we occupy approximately 12,000 square feet under a lease that expires in 2028, and in Scottsdale, Arizona, where we occupy approximately [removed: 20,000] [added: 22,000] square feet under a lease that expires in 2029.

Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” As of January 1, [removed: 2025,] [added: 2026,] there were [removed: 62] [added: 58] holders of record of our common stock.

The following table provides information about acquisitions of Holdings’ common stock by Holdings during the fourth quarter of [removed: 2024:][added: 2025:]

(1)In October [removed: 2024,] [added: 2025,] November [removed: 2024] [added: 2025] and December [removed: 2024, 229, 31,722] [added: 2025, 404, 15,560] and [removed: 2,234] [added: 1,289] shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards.

[removed: (2)On January 24, 2024,] [added: In April 2025,] our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under [removed: this] [added: the] program began in [removed: March 2024.][added: April 2025.]

The repurchases above (as well as the [removed: total] program [removed: size)] [added: sizes)] do not include the excise tax, which totaled [removed: $13] [added: $18] million for the year ended December 31, [removed: 2024.][added: 2025 (the total excise tax amount relates to both the open program above and our prior $1.5 billion share repurchase program that was completed in the first quarter of 2025).]

| October 1, 2025 to October 31, 2025 | | | 326,020 | | | (1) | | | $ | 943.81 | | | | | 325,616 | | | | | | | | |

| November 1, 2025 to November 30, 2025 | | | 284,751 | | | (1) | | | $ | 827.62 | | | | | 269,191 | | | | | | | | |

| December 1, 2025 to December 31, 2025 | | | 108,663 | | | (1) | | | $ | 810.17 | | | | | 107,374 | | | | | | | | |

| Total | | | 719,434 | | | | | | $ | 877.64 | | | | | $ | 702,181 | | | | | $ | 350,000,473 | |

(2)On April 23, 2025, our Board of Directors authorized a $1.5 billion share repurchase program.

Subsequent to the enactment of the new federal tax legislation discussed below (see note 13 to the consolidated financial statements) in July 2025, and with consideration of the expected cash flow benefit associated with the legislation, our Board of Directors approved an increase in the size of the share repurchase program, from $1.5 billion to $2.0 billion.

We expect to complete this program in the first quarter of 2026.

On January 28, 2026, our Board of Directors authorized a new $5.0 billion share repurchase program.

The program is expected to commence after completion of the current program, and does not have an established expiration date.

We intend to repurchase $1.15 billion under the program in 2026.

The amount in the table above reflects the remaining authorization as of December 31, 2025 under the current $2.0 billion share repurchase program.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data and unless otherwise indicated)

We have omitted discussions comparing 2024 and 2023 results, as such disclosures were included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Global Economic Conditions

Our operations are impacted by global economic conditions, including inflation, tariffs, interest rate fluctuations and supply chain constraints, and we take actions to modify our plans to address such economic conditions.

To date, the impact from supply chain disruptions has been limited, but we may experience more severe supply chain disruptions in the future.

Although interest rates declined in 2025 (the weighted average interest rates on our variable debt instruments were 5.4 percent in 2025 and 6.3 percent in 2024), interest rates on our debt instruments have increased in recent years.

For example, in December 2025, United Rentals (North America), Inc. (“URNA”) issued $1.5 billion principal amount of senior unsecured notes at a 5 3/8 percent interest rate, while URNA's issuance in August 2021 of $750 principal amount of senior unsecured notes was at a 3 ¾ percent interest rate.

Additionally, the weighted average interest rate on our variable debt instruments was 1.4 percent in 2021, as compared to 5.4 percent in 2025.

We have experienced and are continuing to experience inflationary pressures.

A portion of inflationary cost increases is passed on to customers.

The most significant cost increases that are passed on to customers are for fuel and delivery, and there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor.

Tariffs could result in the costs we incur being more than anticipated.

The impact of inflation, tariffs and interest rate fluctuations may be significant in the future.

We continue to assess the economic environment in which we operate and take appropriate actions to address the economic challenges we face.

See “Item 1.

Business-Industry Overview and Economic Outlook” for a discussion of our end-markets, and Item 1A- Risk Factors for further discussion of the risks related to us and our business.

Executive Overview

We are the largest equipment rental company in the world, with an integrated network of 1,768 rental locations.

We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand (see Item 2—Properties for further detail).

Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages.

These include a fleet of rental equipment with a total original equipment cost (“OEC”) of $22.5 billion, and a North American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the U.S. Our size also gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.

We offer our equipment for rent to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities.

Our revenues are derived from the following sources: equipment rentals, sales of rental equipment, sales of new equipment, contractor supplies sales and service and other revenues.

In 2025, equipment rental revenues represented 86 percent of our total revenues.

For the past several years, we have executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies.

In particular, we have focused on customer segmentation, customer service differentiation, rate management, fleet management and operational efficiency.

Our general strategy focuses on profitability and return on invested capital, and, in particular, calls for:

*•*A consistently superior standard of service to customers, often provided through a single lead contact who can coordinate the cross-selling of the various services we offer throughout our network.

We utilize a proprietary software application, Total Control®, which provides our key customers with a single in-house software application that enables them to monitor and manage all their equipment needs.

| October 1, 2024 to October 31, 2024 | | | 141,641 | | | (1) | | | $ | 815.81 | | | | | 141,412 | | | | | | | | |

| November 1, 2024 to November 30, 2024 | | | 179,442 | | | (1) | | | $ | 833.52 | | | | | 147,720 | | | | | | | | |

| December 1, 2024 to December 31, 2024 | | | 175,242 | | | (1) | | | $ | 785.14 | | | | | 173,008 | | | | | | | | |

| Total | | | 496,325 | | | | | | $ | 811.38 | | | | | $ | 462,140 | | | | | $ | 250,000,268 | |

We have paused repurchases under the program due to our pending acquisition of H&E.

As discussed in note 19 to the consolidated financial statements, on January 13, 2025, we entered into a definitive merger agreement to acquire H&E, which is expected to close in the first quarter of 2025.

We currently intend to complete the share repurchase program; however, we will re-evaluate the timing over which we expect to do so as we integrate H&E and assess other potential uses of capital.

We have audited the accompanying consolidated balance sheets of United Rentals, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January [removed: 29, 2025] [added: 28, 2026] expressed an unqualified opinion thereon.

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review [removed: process for the Mobile Storage reporting unit,] [added: process,] including [removed: controls] [added: the control] over management’s development and review of the [removed: significant assumptions described above and review of the reasonableness of the data utilized in the Company’s valuation analysis.] [added: risk-adjusted discount rate.] To test the [added: estimated] fair value of the Company’s [removed: Mobile Storage] reporting unit, we performed audit [removed: procedures] [added: procedures, with the assistance of internal valuation specialists,] that included, among others, assessing methodologies and testing the significant [removed: assumptions] [added: assumption] discussed [removed: above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends, including key performance indicators, and evaluated whether changes in the company’s business would affect the significant assumptions.] [added: above.] We [removed: assessed the historical accuracy of management’s estimates and] performed [added: a] sensitivity [removed: analyses] [added: analysis] of [added: the] significant [removed: assumptions] [added: assumption] to evaluate the changes in the fair value of the [removed: Mobile Storage] reporting unit that would result from changes in the [removed: assumptions. In performing our testing, we utilized internal valuation specialists to assist us in evaluating the Company’s valuation model and related significant assumptions. In addition, we tested management’s reconciliation of] [added: assumption. We also evaluated] the [removed: fair value] [added: reasonableness] of the [removed: reporting unit to] [added: selected guideline companies used in] the [removed: market capitalization] [added: determination] of the [removed: Company.] [added: discount rate.] | | |

[removed: January 29, 2025][added: | 2025 | | | | | | | | | | | | | | | | | |]

| | | | December [removed: 31,] [added: 31, 2025] | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 457] [added: 459] | | | | | $ | [removed: 363] [added: 457] | |

| Accounts receivable, net | | | [removed: 2,357] [added: 2,510] | | | | | | [removed: 2,230] [added: 2,357] | | |

| Inventory | | | [removed: 200] [added: 240] | | | | | | [removed: 205] [added: 200] | | |

| Prepaid expenses and other assets | | | [removed: 235] [added: 399] | | | | | | [removed: 135] [added: 235] | | |

| Total current assets | | | [removed: 3,249] [added: 3,608] | | | | | | [removed: 2,933] [added: 3,249] | | |

| Rental equipment, net | | | [removed: 14,931] [added: 16,069] | | | | | | [removed: 14,001] [added: 14,931] | | |

| Property and equipment, net | | | [removed: 1,034] [added: 1,134] | | | | | | [removed: 903] [added: 1,034] | | |

| Goodwill | | | [removed: 6,900] [added: 7,119] | | | | | | [removed: 5,940] [added: 6,900] | | |

| Other intangible assets, net | | | [removed: 663] [added: 477] | | | | | | [removed: 670] [added: 663] | | |

| Operating lease right-of-use assets | | | [removed: 1,337] [added: 1,395] | | | | | | [removed: 1,099] [added: 1,337] | | |

| Other long-term assets | | | [removed: 49] [added: 64] | | | | | | [removed: 43] [added: 49] | | |

| Total assets | | | $ | [removed: 28,163] [added: 29,866] | | | | | $ | [removed: 25,589] [added: 28,163] | |

| Short-term debt and current maturities of long-term debt | | | $ | [removed: 1,178] [added: 1,577] | | | | | $ | [removed: 1,465] [added: 1,178] | |

| Accounts payable | | | [removed: 748] [added: 776] | | | | | | [removed: 905] [added: 748] | | |

| Accrued expenses and other liabilities | | | [removed: 1,397] [added: 1,466] | | | | | | [removed: 1,267] [added: 1,397] | | |

| Total current liabilities | | | [removed: 3,323] [added: 3,819] | | | | | | [removed: 3,637] [added: 3,323] | | |

| Long-term debt | | | [removed: 12,228] [added: 12,652] | | | | | | [removed: 10,053] [added: 12,228] | | |

| Deferred taxes | | | [removed: 2,685] [added: 3,115] | | | | | | [removed: 2,701] [added: 2,685] | | |

| Operating lease liabilities | | | [removed: 1,089] [added: 1,124] | | | | | | [removed: 895] [added: 1,089] | | |

| Other long-term liabilities | | | [removed: 216] [added: 188] | | | | | | [removed: 173] [added: 216] | | |

| Total liabilities | | | [removed: 19,541] [added: 20,898] | | | | | | [removed: 17,459] [added: 19,541] | | |

| Common stock—$0.01 par value, 500,000,000 shares authorized, [removed: 115,179,350] [added: 115,354,590] and [removed: 65,305,731] [added: 63,095,970] shares issued and outstanding, respectively, at December 31, [removed: 2024] [added: 2025] and [removed: 115,010,396] [added: 115,179,350] and [removed: 67,269,577] [added: 65,305,731] shares issued and outstanding, respectively, at December 31, [removed: 2023] [added: 2024] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 2,691] [added: 2,769] | | | | | | [removed: 2,650] [added: 2,691] | | |

| Retained earnings | | | [removed: 13,813] [added: 15,843] | | | | | | [removed: 11,672] [added: 13,813] | | |

| Treasury stock at [removed: cost—49,873,619] [added: cost—52,258,620] and [removed: 47,740,819] [added: 49,873,619] shares at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively | | | [removed: (7,478)] [added: (9,396)] | | | | | | [removed: (5,965)] [added: (7,478)] | | |

| Accumulated other comprehensive loss | | | [removed: (405)] [added: (249)] | | | | | | [removed: (228)] [added: (405)] | | |

| Total stockholders’ equity | | | [removed: 8,622] [added: 8,968] | | | | | | [removed: 8,130] [added: 8,622] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 28,163] [added: 29,866] | | | | | $ | [removed: 25,589] [added: 28,163] | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Equipment rentals | | | $ | [removed: 13,029] [added: 13,806] | | | | | $ | [removed: 12,064] [added: 13,029] | | | | | $ | [removed: 10,116] [added: 12,064] | |

| Sales of rental equipment | | | [removed: 1,521] [added: 1,413] | | | | | | [removed: 1,574] [added: 1,521] | | | | | | [removed: 965] [added: 1,574] | | |

| Sales of new equipment | | | [removed: 282] [added: 348] | | | | | | [removed: 218] [added: 282] | | | | | | [removed: 154] [added: 218] | | |

| Contractor supplies sales | | | [removed: 155] [added: 163] | | | | | | [removed: 146] [added: 155] | | | | | | [removed: 126] [added: 146] | | |

| *Description of the Matter* | | | At December 31, 2025, the Company’s goodwill was $7.1 billion. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. Auditing the Company’s annual goodwill impairment assessment was complex and judgmental due to the estimation required to determine the fair value of reporting units. In particular, the fair value estimates were sensitive to changes in the risk-adjusted discount rate for a certain reporting unit of the Company. The determination of the discount rate involved significant judgment. The discount rate incorporates assumptions related to market conditions and company-specific risks that are not directly observable. The nature and extent of auditing the discount rate required a higher degree of audit effort and a higher level of knowledge, skill and ability of the audit team members, including the use of specialists, to evaluate the relevance and reliability of the audit evidence used in the determination of the discount rate. | | |

| | | | 2025 | | | | | | 2024 | | |

| Dividends declared (3) | | | | | | | | | | | | | | | | | | | | | (464) | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2025 | | | 63 | | | | | | $ | 1 | | | | | $ | 2,769 | | | | | $ | 15,843 | | | | | 52 | | | | | | $ | (9,396) | | | | | $ | (249) | |

| Net income | | | $ | 2,494 | | | | | $ | 2,575 | | | | | $ | 2,424 | |

| Debt related activity (1) | | | 15 | | | | | | 1 | | | | | | — | | |

| Payment of contingent consideration | | | (23) | | | | | | — | | | | | | — | | |

(1)The amounts for the year ended December 31, 2025 include bridge financing fees associated with the terminated acquisition of H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”) discussed below.

In the fourth quarter of 2025, in connection with a restructuring of our international holdings, we identified $324 of distributable foreign earnings that we have determined should no longer be considered indefinitely reinvested.

We expect to remit the cash that is no longer considered indefinitely reinvested in 2026, and, in the fourth quarter of 2025, we recorded immaterial taxes associated with the planned repatriation.

including estimating stock price volatility and expected option life.

This standard is not expected to have an impact on any amounts recognized in our financial statements, but will result in more detailed disclosures addressing the categorization of expenses.

*Measurement of Credit Losses for Accounts Receivable and Contract Assets.* In July 2025, the FASB issued ASU 2025-05, which provides optional guidance relating to the estimation of expected credit losses on current accounts receivable and current contract assets.

This guidance permits entities to apply a practical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively.

See note 5 to the consolidated financial statements for additional detail on our restructuring programs.

(6)In January 2025, we announced that we had signed a merger agreement to acquire H&E.

In February 2025, the merger agreement was terminated.

Other income, net for the year ended December 31, 2025 includes a break-up fee of $64 that we received following the termination of the H&E merger agreement.

| Equipment rentals | | | $ | 12,609 | | | | | $ | 1,197 | | | | | $ | 13,806 | |

| Sales of rental equipment | | | 1,288 | | | | | | 125 | | | | | | 1,413 | | |

| Total revenue | | | 14,671 | | | | | | 1,428 | | | | | | 16,099 | | |

| Rental equipment, net | | | 14,584 | | | | | | 1,485 | | | | | | 16,069 | | |

Restructuring Charges

Restructuring charges primarily include severance costs associated with headcount reductions, as well as branch closure charges.

We incur severance costs and branch closure charges in the ordinary course of our business.

We only include such costs that are part of a restructuring program as restructuring charges.

Since the first such program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $384.

In the fourth quarter of 2025, we initiated a restructuring program (the “2026 Cost Savings Restructuring Program”) associated with the consolidation of certain common functions and certain other cost reduction measures.

We did not recognize material costs associated with this program in 2025.

We expect to complete this program in 2026, and expect to recognize between $30 and $60 of total costs, primarily comprised of severance and branch closure costs, under the program.

As of December 31, 2025, the total liability associated with our restructuring programs was $13 (such amount relates only to our closed restructuring programs, as we have not yet recognized any liabilities associated with the 2026 Cost Savings Restructuring Program).

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2,447 | | | | | | 2,200 | | |

| Balance at December 31, 2025 (1) | | | $ | 4,907 | | | | | $ | 2,212 | | | | | $ | 7,119 | |

(3) The December 2022 acquisition of Ahern Rentals was assigned to our general rentals segment.

| 2026 | | | $ | 183 | |

| 2027 | | | 128 | | |

| 2030 | | | 26 | | |

| *Description of the Matter* | | | At December 31, 2024, the Company’s goodwill was $6.9 billion. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. Auditing management’s annual goodwill impairment test for the Mobile Storage reporting unit was complex and judgmental due to the significant estimations required to determine the fair value of the reporting unit. In particular, the determination of the fair value of the Mobile Storage reporting unit required management to make significant assumptions, including the discount rate and revenue growth rates, which are affected by expectations about future operational, rental industry market or economic conditions. | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2022 | | | 72 | | | | | | $ | 1 | | | | | $ | 2,567 | | | | | $ | 7,551 | | | | | 42 | | | | | | $ | (3,957) | | | | | $ | (171) | |

| Loss on repurchase/redemption/amendment of debt | | | 1 | | | | | | — | | | | | | 17 | | |

We completed the acquisition of General Finance in May 2021, and all of the assets in the Mobile Storage reporting unit were acquired in the General Finance acquisition.

The estimated fair value of our Mobile Storage reporting unit exceeded its carrying amount by eight percent.

As all of the assets in the Mobile Storage reporting unit were recorded at fair value as of the May 2021 acquisition date, we expected the percentage by which the fair value for this reporting unit exceeded the carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

The taxes recorded associated with the remitted cash were immaterial.

These requirements are not expected to have an impact on our financial statements, but will impact our income tax disclosures.

*Improvements to Reportable Segment Disclosures.* In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in the ASU require, among other things, disclosure of significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Annual disclosures are required for fiscal years beginning after December 15, 2023 and interim disclosures are required for periods within fiscal years beginning after December 15, 2024.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

_________________

Acquisitions

Yak was a leader in the North American matting industry with a fleet of approximately 600,000 hardwood, softwood, and composite mats that provide surface protection across both construction and maintenance, repair and operations (“MRO”) applications, and served customers primarily in the industrial sector across over 40 states.

The acquisition:

- Provided entry into the matting market via an industry leader with established scale across fleet, operations, and talent;

- Augmented exposure to the energy and power verticals, where significant investment is expected over the next several decades; and

- Enhanced our one-stop-shop value proposition with immediate cross-selling opportunities to existing and new construction and MRO customers.

The acquisition date fair value of the purchase price to acquire Yak was $1.158 billion, comprised of cash and $41 of estimated contingent consideration ($50 is the maximum amount of contingent consideration) that could become payable to the seller based on revenue attainment in the first two years after closing.

The acquisition and related fees and expenses were funded through the issuance of $1.100 billion principal amount of 6 1/8 Senior Notes (see note 12 to the consolidated financial statements for further information) and drawings on our senior secured asset-based revolving credit facility (“ABL facility”).

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

The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period, although we do not expect material future changes.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Accounts receivable (1) | | | | | | $ | 99 | |

| Inventory | | | | | | 8 | | |

| Intangible assets (customer relationships) (2) | | | | | | 150 | | |

| Other assets | | | | | | 18 | | |

| Total identifiable assets acquired | | | | | | 434 | | |

| Total liabilities assumed | | | | | | (104) | | |

| Net identifiable assets acquired | | | | | | 330 | | |

| Goodwill (3) | | | | | | 828 | | |

| Net assets acquired | | | | | | $ | 1,158 | |

___________________

(1)The estimated fair value of accounts receivables acquired was $99, and the gross contractual amount was $102.

We estimated that $3 would be uncollectible.

The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of December 31, [removed: 2024.][added: 2025.]

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

We have audited United Rentals, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, United Rentals, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated January [removed: 29, 2025] [added: 28, 2026] expressed an unqualified opinion thereon.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

January 28, 2026

January 29, 2025

The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which is expected to be filed with the SEC on or before March [removed: 26, 2025] [added: 25, 2026] (the [removed: “2025] [added: “2026] Proxy Statement”).

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2025] [added: 2026] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2025] [added: 2026] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2025] [added: 2026] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2025] [added: 2026] Proxy Statement.

United Rentals, Inc. Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

United Rentals, Inc. Consolidated Statements of Stockholders' Equity for the years ended December [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| 2 | | | (a) | | | [Agreement and Plan of Merger, dated [removed: April 15, 2021,] [added: January 13, 2025,] by and among [removed: General Finance Corporation,] [added: H&E Equipment Services, Inc.,] United [removed: Rentals (North America),] [added: Rentals,] Inc., and UR Merger Sub [removed: VI] [added: VII] Corporation (incorporated by reference to Exhibit 2.1 [removed: to] [added: of] the [added: United Rentals, Inc. and United Rentals (North America), Inc.] Current Report on Form 8-K filed [removed: by United Rentals, Inc.] on [removed: April 15, 2021)](https://www.sec.gov/Archives/edgar/data/1047166/000110465921050987/tm2113073d1_ex2-1.htm)] [added: January 14, 2025)](https://www.sec.gov/Archives/edgar/data/1067701/000110465925003275/tm253246d1_ex2-1.htm)] | | |

| [removed: 2] [added: 10] | | | [removed: (b)] [added: (hh)] | | | [removed: [Asset Purchase] [added: [Notes Security] Agreement, dated as of November [removed: 11,] [added: 30,] 2022, by and among United [added: Rentals, Inc., United] Rentals (North America), [removed: Inc., Ahern Rentals, Inc.,] [added: Inc.] and [removed: Xtreme Re-Rental, LLC] [added: certain of their Subsidiaries, as the Grantors, and Truist Bank, as Trustee and Notes Collateral Agent] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] of the United Rentals, Inc. [removed: and United Rentals (North America), Inc. Current] Report on Form 8-K filed on November [removed: 14, 2022)](https://www.sec.gov/Archives/edgar/data/1067701/000110465922117558/tm2230360d1_ex2-1.htm)] [added: 30, 2022)](https://www.sec.gov/Archives/edgar/data/1067701/000110465922123250/tm2231588d1_ex10-1.htm)] | | |

| [removed: 2] [added: 10] | | | [removed: (c)] [added: (cc)] | | | [removed: [Agreement] [added: [Fifth Amended] and [removed: Plan of Merger,] [added: Restated U.S. Security Agreement,] dated [removed: January 13,] [added: as of July 10,] 2025, [removed: by and] among [removed: H&E Equipment Services, Inc.,] United Rentals, Inc., [added: United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.] and [removed: UR Merger Sub VII Corporation] [added: United Rentals (North America), Inc. and Bank of America, N.A., as agent] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] of the United Rentals, Inc. [removed: and United Rentals (North America), Inc.] Current Report on Form 8-K filed on [removed: January 14, 2025)](https://www.sec.gov/Archives/edgar/data/1067701/000110465925003275/tm253246d1_ex2-1.htm)] [added: July 11, 2025)](https://www.sec.gov/Archives/edgar/data/1067701/000110465925067406/tm2520569d1_ex10-2.htm)] | | |

| 4 | | | (b) | | | [Indenture for the [removed: 5 1/2] [added: 4 7/8] percent Notes due [removed: 2027,] [added: 2028,] dated as of [removed: November 7, 2016,] [added: August 11, 2017,] among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on [removed: November 7, 2016)](https://www.sec.gov/Archives/edgar/data/1047166/000104746916016559/a2230212zex-4_1.htm)] [added: August 11, 2017)](https://www.sec.gov/Archives/edgar/data/1047166/000110465917051370/a17-19891_1ex4d1.htm)] | | |

| 4 | | | (c) | | | [Indenture for the 4 7/8 percent Notes due 2028, dated as of [removed: August 11,] [added: September 22,] 2017, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including form of note) (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] of the United Rentals, Inc. Report on Form 8-K filed on [removed: August 11, 2017)](https://www.sec.gov/Archives/edgar/data/1047166/000110465917051370/a17-19891_1ex4d1.htm)] [added: September 22, 2017)](https://www.sec.gov/Archives/edgar/data/1047166/000110465917058485/a17-22401_1ex4d2.htm)] | | |

| 4 | | | [removed: (d)] [added: (f)] | | | [Indenture for the [removed: 4 7/8 percent] [added: 4.000% Senior] Notes due [removed: 2028,] [added: 2030,] dated as of [removed: September 22, 2017,] [added: February 25, 2020,] among United Rentals (North America), [removed: Inc. (the “Company”),] [added: Inc.,] United Rentals, Inc., [removed: the Company’s] [added: each of United Rentals (North America), Inc.’s] subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including [added: the] form of note) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] of the United Rentals, Inc. [added: and United Rentals (North America), Inc. Current] Report on Form 8-K filed on [removed: September 22, 2017)](https://www.sec.gov/Archives/edgar/data/1047166/000110465917058485/a17-22401_1ex4d2.htm)] [added: February 25, 2020)](https://www.sec.gov/Archives/edgar/data/1047166/000110465920024812/tm2010799d1_ex4-1.htm)] | | |

| 4 | | | [removed: (e)] [added: (d)] | | | [Indenture for the 5.25% Senior Notes due 2030, dated as of May 10, 2019, among United Rentals (North America), Inc., United Rentals, Inc., each of United Rental (North America), Inc.’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on May 10, 2019)](https://www.sec.gov/Archives/edgar/data/1047166/000110465919028631/a19-8813_4ex4d1.htm#Exhibit4_1_101306) | | |

| 4 | | | [removed: (f)] [added: (e)] | | | [Indenture for the 3.875% Senior Secured Notes due 2027, dated as of November 4, 2019, among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee and Notes Collateral Agent (including the form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on November 4, 2019)](https://www.sec.gov/Archives/edgar/data/1047166/000110465919059596/tm1921667d1_ex4-1.htm) | | |

| 4 | | | (g) | | | [Indenture for the [removed: 4.000%] [added: 3.875%] Senior [added: Secured] Notes due [removed: 2030,] [added: 2031,] dated as of [removed: February 25,] [added: August 10,] 2020, among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on [removed: February 25, 2020)](https://www.sec.gov/Archives/edgar/data/1047166/000110465920024812/tm2010799d1_ex4-1.htm)] [added: August 10, 2020)](https://www.sec.gov/Archives/edgar/data/1047166/000110465920092703/tm2026107d4_ex4-1.htm)] | | |

| 4 | | | (h) | | | [Indenture for the [removed: 3.875%] [added: 3.750%] Senior [removed: Secured] Notes due [removed: 2031,] [added: 2032,] dated as of August [removed: 10, 2020,] [added: 13, 2021,] among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on August [removed: 10, 2020)](https://www.sec.gov/Archives/edgar/data/1047166/000110465920092703/tm2026107d4_ex4-1.htm)] [added: 13, 2021)](https://www.sec.gov/Archives/edgar/data/0001067701/000110465921105128/tm2123616d6_ex4-1.htm)] | | |

| 4 | | | (i) | | | [Indenture for the [removed: 3.750%] [added: 6.000%] Senior [added: Secured] Notes due [removed: 2032,] [added: 2029,] dated as of [removed: August 13, 2021,] [added: November 30, 2022,] among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and [removed: Wells Fargo] [added: Truist] Bank, [removed: National Association,] as Trustee [added: and Notes Collateral Agent] (including the form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on [removed: August 13, 2021)](https://www.sec.gov/Archives/edgar/data/0001067701/000110465921105128/tm2123616d6_ex4-1.htm)] [added: November 30, 2022)](https://www.sec.gov/Archives/edgar/data/1067701/000110465922123250/tm2231588d1_ex4-1.htm)] | | |

| 4 | | | (j) | | | [Indenture for the [removed: 6.000%] [added: 6.125%] Senior [removed: Secured] Notes due [removed: 2029,] [added: 2034,] dated as of [removed: November 30, 2022,] [added: March 11, 2024,] among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and Truist Bank, as Trustee [removed: and Notes Collateral Agent (including the form of note)] (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on [removed: November 30, 2022)](https://www.sec.gov/Archives/edgar/data/1067701/000110465922123250/tm2231588d1_ex4-1.htm)] [added: March 11, 2024)](https://www.sec.gov/Archives/edgar/data/1067701/000110465924033017/tm248403d1_ex4-1.htm)] | | |

| 4 | | | (k) | | | [Indenture for the [removed: 6.125%] [added: 5.375%] Senior Notes due [removed: 2034,] [added: 2033,] dated as of [removed: March 11, 2024,] [added: December 1, 2025,] among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and Truist Bank, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on [removed: March 11, 2024 )](https://www.sec.gov/Archives/edgar/data/1067701/000110465924033017/tm248403d1_ex4-1.htm)] [added: December 1, 2025)](https://www.sec.gov/Archives/edgar/data/1067701/000110465925117306/tm2532345d1_ex4-1.htm)] | | |

| 4 | | | [removed: (l)*] [added: (l)] | | | [Description of United Rentals’ Securities Registered Pursuant to Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770125000008/uri-2024123110kex4l.htm)] [added: Act (incorporated by reference to exhibit 4(l) of the United Rentals, Inc. Report on Form 10-K for year ended December 31, 2024)](https://www.sec.gov/Archives/edgar/data/1047166/000106770125000008/uri-2024123110kex4l.htm)] | | |

| 10 | | | [removed: (a)] [added: (h)] | | | [removed: [2001 Comprehensive Stock Plan] [added: [Form] of United Rentals, Inc. [removed: (formerly the 2001 Senior] [added: 2010 Long-Term Incentive Plan Director Restricted] Stock [removed: Plan)] [added: Unit Agreement] (incorporated by reference to Exhibit [removed: 10(f)] [added: 10(b)] of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, [removed: 2006, Commission File No. 001-14387)‡](https://www.sec.gov/Archives/edgar/data/1047166/000119312506164103/dex10f.htm)] [added: 2010)‡](https://www.sec.gov/Archives/edgar/data/1047166/000119312510161856/dex10b.htm)] | | |

| 10 | | | [removed: (b)] [added: (a)] | | | [United Rentals, Inc. Deferred Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡](https://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_1.htm) | | |

| 10 | | | [removed: (c)] [added: (b)] | | | [United Rentals, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm) [Executive Nonqualified](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm) [Excess] [added: Inc. Executive Nonqualified Excess] Plan (also referred to [removed: as](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm) [Deferred] [added: as Deferred] Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm)[)](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm)[,] [added: Plan),] as amended and restated, effective January 1, 2013 (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-K for year ended December 31, 2012)‡](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm) | | |

| 10 | | | [removed: (d)] [added: (c)] | | | [United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡](https://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_2.htm) | | |

| 10 | | | [removed: (e)] [added: (d)] | | | [Amendment Number One to the United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡](https://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10h.htm) | | |

| 10 | | | [removed: (f)] [added: (e)] | | | [United Rentals, Inc. 2019 Annual Incentive Compensation Plan as amended October 18, 2023 (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. and United Rentals (North America), Inc. Annual Report on Form 10-K for the year ended December 31, 2023)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10f.htm) | | |

| 10 | | | [removed: (g)] [added: (f)] | | | [United Rentals, Inc. 2019 Long Term Incentive Plan (incorporated by reference to Appendix A of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 26, 2019)‡](https://www.sec.gov/Archives/edgar/data/1067701/000156459019009356/uri-def14a_20190508.htm#APPENDIX_A) | | |

| 10 | | | [removed: (h)] [added: (g)] | | | [United Rentals, Inc. Second Amended and Restated 2010 Long Term Incentive Plan (incorporated by reference to Appendix C of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 26, 2014)‡](https://www.sec.gov/Archives/edgar/data/1067701/000119312514116572/d667430ddef14a.htm#tx667430_18) | | |

| 10 | | | [removed: (i)] [added: (j)] | | | [removed: [Form of] [added: [Amendment Number One to the] United Rentals, Inc. [removed: 2010 Long-Term Incentive Plan Director] Restricted Stock Unit [removed: Agreement] [added: Deferral Plan, as amended and restated, effective December 16, 2008] (incorporated by reference to Exhibit [removed: 10(b)] [added: 10(p)] of the United Rentals, Inc. [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2010)‡](https://www.sec.gov/Archives/edgar/data/1047166/000119312510161856/dex10b.htm)] [added: December 31, 2010)‡](https://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10p.htm)] | | |

| 10 | | | [removed: (j)] [added: (i)] | | | [United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡](https://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_3.htm) | | |

| 10 | | | (k) | | | [removed: [Amendment Number One to the] [added: [Form of] United Rentals, Inc. Restricted Stock Unit [removed: Deferral Plan,] [added: Agreement for Non-Employee Directors, effective for grants beginning in May 2017,] as amended [removed: and restated, effective December 16, 2008] (incorporated by reference to Exhibit [removed: 10(p)] [added: 10(l)] of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2010)‡](https://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10p.htm)] [added: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10l.htm)] | | |

| 10 | | | (l) | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants [added: of awards] beginning in May [removed: 2017,] [added: 2019,] as amended (incorporated by reference to Exhibit [removed: 10(l)] [added: 10(m)] of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10l.htm)] [added: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10m.htm)] | | |

| 10 | | | [removed: (m)] [added: (o)] | | | [Form of [removed: United Rentals, Inc.] Restricted Stock Unit Agreement for [removed: Non-Employee Directors,] [added: Senior Management;] effective for grants [removed: of awards] beginning in [removed: May 2019, as amended] [added: 2023] (incorporated by reference to Exhibit [removed: 10(m)] [added: 10(x)] of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10m.htm)] [added: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10x.htm)] | | |

| 10 | | | [removed: (n)] [added: (m)] | | | Board of Directors compensatory plans, as described under the caption “Director Compensation” in the United Rentals, Inc. definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the Annual Meeting of Stockholders) on or before March [removed: 26, 2025] [added: 25, 2026] | | |

| 10 | | | [removed: (o)] [added: (n)] | | | [Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management; effective for grants beginning in [removed: 2021, as amended‡] [added: 2023] (incorporated by reference to Exhibit [removed: 10(u)] [added: 10(w)] of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10u.htm)[‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10u.htm)] [added: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10w.htm)] | | |

| 10 | | | (p) | | | [Form of Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in [removed: 2021, as amended‡] [added: 2024] (incorporated by reference to Exhibit [removed: 10(v)] [added: 10(y)] of the United Rentals, Inc. [added: and United Rentals (North America), Inc.] Annual Report on Form 10-K for the year ended December 31, [removed: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10v.htm)] [added: 2023)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10y.htm)] | | |

| 10 | | | (q) | | | [Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management; effective for grants beginning in [removed: 2023] [added: 2024] (incorporated by reference to Exhibit [removed: 10(w)] [added: 10(z)] of the United Rentals, Inc. [added: and United Rentals (North America), Inc.] Annual Report on Form 10-K for the year ended December 31, [removed: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10w.htm)] [added: 2023)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10z.htm)] | | |

| 10 | | | [removed: (r)] [added: (s)] | | | [removed: [Form of Restricted Stock Unit] [added: [First Amendment to the Employment] Agreement [removed: for Senior Management;] [added: between United Rentals, Inc. and Matthew Flannery] effective [removed: for grants beginning in] [added: November 9,] 2023 (incorporated by reference to Exhibit [removed: 10(x)] [added: 10(gg)] of the United Rentals, Inc. [added: and United Rentals (North America), Inc.] Annual Report on Form 10-K for the year ended December 31, [removed: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10x.htm)] [added: 2023)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10gg.htm)] | | |

| [removed: 10] [added: 19] | | | [removed: (s)] | | | [removed: [Form of Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in] [added: [United Rentals, Inc. Insider Trading Policy dated April 18,] 2024 (incorporated by reference to Exhibit [removed: 10(y)] [added: 19] of the United Rentals, Inc. [removed: and United Rentals (North America), Inc.] Annual Report on Form 10-K for the year ended December 31, [removed: 2023)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10y.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1067701/000106770125000008/uri-2024123110kex19.htm)] | | |

| 10 | | | (t) | | | [removed: [Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management;] [added: [Employment Agreement,] effective [removed: for grants beginning in 2024] [added: as of January 20, 2016 between United Rentals, Inc. and Craig Pintoff] (incorporated by reference to Exhibit [removed: 10(z)] [added: 10(tt)] of the United Rentals, Inc. [removed: and United Rentals (North America), Inc.] Annual Report on Form 10-K for the year ended December 31, [removed: 2023)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10z.htm)] [added: 2015)‡](https://www.sec.gov/Archives/edgar/data/1047166/000106770116000039/uri-2015123110kex10tt.htm)] | | |

| 10 | | | [removed: (u)] [added: (r)] | | | [Employment Agreement, dated as of May 8, 2019, between United Rentals, Inc. and Matthew Flannery (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2019)‡](https://www.sec.gov/Archives/edgar/data/1047166/000106770119000029/uri-6302019xex10c.htm) | | |

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| 10 | | | (dd) | | | [Form of Indemnification Agreement for Executive Officers and Directors (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2014)‡](https://www.sec.gov/Archives/edgar/data/1047166/000106770114000033/uri-9302014xex10a.htm) | | |

| 10 | | | (eee) | | | [Amended and Restated Performance Undertaking, dated as of September 24, 2012, executed by United Rentals, Inc. in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012)](https://www.sec.gov/Archives/edgar/data/1047166/000119312512403386/d417444dex103.htm) | | |

| 10 | | | (fff) | | | [Amendment and Restatement Agreement, dated as of February 14, 2024, related to (i) the Credit and Guaranty Agreement, dated as of October 31, 2018 (as amended and restated), among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.,Bank of America, N.A., and the other financial institutions named therein and (ii) the Term Loan Security Agreement, dated as of October 31, 2018, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. referred to therein, and Bank of America, N.A. as agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by United Rentals, Inc. and United Rentals (North America), Inc. on February 14, 2024)](https://www.sec.gov/Archives/edgar/data/1067701/000110465924024027/tm246202d1_ex10-1.htm) | | |

| 23 | | | * | | | [Consent of Ernst & Young LLP](https://www.sec.gov/Archives/edgar/data/1067701/000106770125000008/uri-2024123110kex23.htm) | | |

| Bobby J. Griffin | | | | | | | | | | | | | | |

| /S/ GRACIA MARTORE | | | | | | Director | | | | | | January 29, 2025 | | |

Not applicable.

PART II

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data and unless otherwise indicated)

We have omitted discussions comparing 2023 and 2022 results, as such disclosures were included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Global Economic Conditions

Our operations are impacted by global economic conditions, including inflation, tariffs, interest rate fluctuations and supply chain constraints, and we take actions to modify our plans to address such economic conditions.

In 2022, for example, we intentionally held back on sales of rental equipment to ensure we had sufficient rental capacity for our customers.

To date, the impact from supply chain disruptions has been limited, but we may experience more severe supply chain disruptions in the future.

Interest rates on our debt instruments have increased in recent years.

For example, in March 2024, United Rentals (North America), Inc. (“URNA”) issued $1.1 billion aggregate principal amount of senior unsecured notes at a 6 1/8 percent interest rate, while URNA's issuance in August 2021 of $750 aggregate principal amount of senior unsecured notes was at a 3 ¾ percent interest rate.

Additionally, the weighted average interest rates on our variable debt instruments were 6.3 percent in 2024 and 1.4 percent in 2021.

We have experienced and are continuing to experience inflationary pressures.

A portion of inflationary cost increases is passed on to customers.

The most significant cost increases that are passed on to customers are for fuel and delivery, and there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor.

Tariffs could result in the costs we incur being more than anticipated.

The impact of inflation, tariffs and interest rate fluctuations may be significant in the future.

We continue to assess the economic environment in which we operate and take appropriate actions to address the economic challenges we face.

See “Item 1.

Business-Industry Overview and Economic Outlook” for a discussion of our end-markets, and Item 1A- Risk Factors for further discussion of the risks related to us and our business.

Executive Overview

We are the largest equipment rental company in the world, with an integrated network of 1,686 rental locations.

We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand (see Item 2—Properties for further detail).

Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages.

These include a fleet of rental equipment with a total original equipment cost (“OEC”) of $21.4 billion, and a North American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the U.S. Our size also gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.

We offer our equipment for rent to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities.

Our revenues are derived from the following sources: equipment rentals, sales of rental equipment, sales of new equipment, contractor supplies sales and service and other revenues.

In 2024, equipment rental revenues represented 85 percent of our total revenues.

For the past several years, we have executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies.

In particular, we have focused on customer segmentation, customer service differentiation, rate management, fleet management and operational efficiency.

Our general strategy focuses on profitability and return on invested capital, and, in particular, calls for:

*•*A consistently superior standard of service to customers, often provided through a single lead contact who can coordinate the cross-selling of the various services we offer throughout our network.

We utilize a proprietary software application, Total Control®, which provides our key customers with a single in-house software application that enables them to monitor and manage all their equipment needs.

Total Control® is a unique customer offering that enables us to develop strong, long-term relationships with our larger customers.

Our digital capabilities, including our Total Control® platform, allow our sales teams to provide contactless end-to-end customer service;

- The further optimization of our customer mix and fleet mix, with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth.

We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors.

Our fleet team's analyses are aligned with these objectives to identify trends in equipment categories and define action plans that can generate improved returns;

- A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement. We have a dedicated team responsible for reducing waste in our operational processes, with the objectives of: condensing the cycle time associated with preparing equipment for rent; optimizing our resources for delivery and pickup of equipment; improving the effectiveness and efficiency of our repair and maintenance operations; and implementing customer service best practices;

- The continued expansion and cross-selling of adjacent specialty and services products, which enables us to provide a “one-stop” shop for our customers.

We believe that the expansion of our specialty business, as exhibited by our acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”) in March 2024, which is discussed in note 4 to the consolidated financial statements, as well as our tools and onsite services offerings, further positions United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and

- The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our acquisition of assets of Ahern Rentals, Inc. (“Ahern Rentals”) in December 2022, as well as the pending acquisition of H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”) that is discussed below, which is expected to close in the first quarter of 2025.