# UNITED RENTALS, INC. (URI) Informational only - not investment advice. CIK: 0001067701 SIC: 7359 Services-Equipment Rental & Leasing, NEC SIC breadcrumb: [Services](/division/I/) > [Business Services](/major-group/73/) > [SIC 7359 Services-Equipment Rental & Leasing, NEC](/industry/7359/) Latest 10-K filed: 2026-01-28 SEC page: https://www.sec.gov/edgar/browse/?CIK=1067701 Filing source: https://www.sec.gov/Archives/edgar/data/1067701/000106770126000007/uri-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 16099000000 | USD | 2025 | 2026-01-28 | | Net income | 2494000000 | USD | 2025 | 2026-01-28 | | Assets | 29866000000 | USD | 2025 | 2026-01-28 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-01-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001067701.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 5,762,000,000 | 6,641,000,000 | 8,047,000,000 | 9,351,000,000 | 8,530,000,000 | 9,716,000,000 | 11,642,000,000 | 14,332,000,000 | 15,345,000,000 | 16,099,000,000 | | Net income | 566,000,000 | 1,346,000,000 | 1,096,000,000 | 1,174,000,000 | 890,000,000 | 1,386,000,000 | 2,105,000,000 | 2,424,000,000 | 2,575,000,000 | 2,494,000,000 | | Operating income | 1,415,000,000 | 1,507,000,000 | 1,951,000,000 | 2,152,000,000 | 1,800,000,000 | 2,277,000,000 | 3,232,000,000 | 3,827,000,000 | 4,065,000,000 | 3,973,000,000 | | Gross profit | 2,403,000,000 | 2,769,000,000 | 3,364,000,000 | 3,670,000,000 | 3,183,000,000 | 3,853,000,000 | 4,996,000,000 | 5,813,000,000 | 6,150,000,000 | 6,144,000,000 | | Diluted EPS | 6.45 | 15.73 | 13.12 | 15.11 | 12.20 | 19.04 | 29.65 | 35.28 | 38.69 | 38.61 | | Assets | 11,988,000,000 | 15,030,000,000 | 18,133,000,000 | 18,970,000,000 | 17,868,000,000 | 20,292,000,000 | 24,183,000,000 | 25,589,000,000 | 28,163,000,000 | 29,866,000,000 | | Liabilities | 10,340,000,000 | 11,924,000,000 | 14,730,000,000 | 15,140,000,000 | 13,323,000,000 | 14,301,000,000 | 17,121,000,000 | 17,459,000,000 | 19,541,000,000 | 20,898,000,000 | | Stockholders' equity | 1,648,000,000 | 3,106,000,000 | 3,403,000,000 | 3,830,000,000 | 4,545,000,000 | 5,991,000,000 | 7,062,000,000 | 8,130,000,000 | 8,622,000,000 | 8,968,000,000 | | Cash and cash equivalents | 312,000,000 | 352,000,000 | 43,000,000 | 52,000,000 | 202,000,000 | 144,000,000 | 106,000,000 | 363,000,000 | 457,000,000 | 459,000,000 | | Net margin | 9.82% | 20.27% | 13.62% | 12.55% | 10.43% | 14.27% | 18.08% | 16.91% | 16.78% | 15.49% | | Operating margin | 24.56% | 22.69% | 24.25% | 23.01% | 21.10% | 23.44% | 27.76% | 26.70% | 26.49% | 24.68% | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance ## Latest 10-K MD&A Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high 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. 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; 26 Table of Contents •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 and other recent, smaller acquisitions in Australia, 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 other smaller, more recent acquisitions. Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals. As discussed below, fleet productivity is a comprehensive metric that reflects the combined impact of changes in rental rates, time utilization, and mix that contribute to the variance in owned equipment rental revenue. For the full year 2025: •Equipment rentals increased 6.0 percent year-over-year, including the impact of the Yak acquisition; •Average OEC increased 3.9 percent year-over-year; •Fleet productivity increased 2.2 percent including the impact of the Yak acquisition, and increased 2.0 percent on a pro forma basis including the pre-acquisition results of Yak for 2024; and •69 percent of equipment rental revenue was derived from key accounts. Key accounts are each managed by a single point of contact to enhance customer service. Financial Overview Prior to taking actions pertaining to our financial flexibility and liquidity, we assess our available sources and anticipated uses of cash, including, with respect to sources, cash generated from operations and from the sale of rental equipment. In 2025, we took the following actions to improve our financial flexibility and liquidity, and to position us to invest the necessary capital in our business (see note 11 to the consolidated financial statements for further discussion of our debt instruments): •Amended our ABL facility, primarily to increase the facility size from $4.25 billion to $4.50 billion and to extend the maturity date to July 2030; •Amended our term loan facility, which bears interest based on the Secured Overnight Financing Rate (“SOFR”) plus a spread, primarily to reduce the spread; •Redeemed all $500 principal amount of our 5 1/2 percent Senior Notes due 2027; and •Issued $1.5 billion principal amount of 5 3/8 percent Senior Notes due 2033. The issued debt was used to fund the redemption of the 5 1/2 percent Senior Notes due 2027 noted above and to reduce drawings on our ABL facility. As of December 31, 2025, we had available liquidity of $3.322 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities. In April 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 repurchased $1.65 billion under this program in 2025, and intend to complete the program in the first quarter of 2026. Including the repurchases made under a prior program that was completed in the first quarter of 2025, total share repurchases were $1.90 billion in 2025. 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. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The repurchases above (as well as the program sizes) do not include the excise tax, which totaled $18 in 2025 (the total excise tax amount relates to both the current program and the prior program that was completed in the first quarter of 2025). Our Board of Directors also approved our first-ever quarterly dividend program in January 2023, and the first dividend under the program was paid in February 2023. We paid dividends totaling $464 ($7.16 per share), $434 ($6.52 per share) and 27 Table of Contents $406 ($5.92 per share) in 2025, 2024 and 2023, respectively. On January 28, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on February 25, 2026 to stockholders of record as of February 11, 2026. Merger Termination Benefit. In January 2025, we announced that we had signed a merger agreement to acquire H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”). In February 2025, following the termination of that merger agreement, we received a break-up fee of $64. Our results for the year ended December 31, 2025 include a net $39 merger termination benefit, which reflects this break-up fee, net of related transaction costs. The net merger termination benefit is comprised of $12 of professional fees recorded in selling, general and administrative ("SG&A") expenses, $13 of bridge financing fees recorded in interest expense, net, and the break-up fee of $64 recorded in other income, net. For the year ended December 31, 2025, the impact of the merger termination was a $29 after-tax benefit, or $0.45 per diluted share, for net income and a $52 benefit for adjusted EBITDA (as defined below). Net income. Net income and diluted earnings per share for each of the three years in the period ended December 31, 2025 are presented below. Year Ended December 31,   2025 2024 2023 Net income $ 2,494  $ 2,575  $ 2,424  Diluted earnings per share $ 38.61  $ 38.69  $ 35.28  Net income and diluted earnings per share for the year ended December 31, 2025 include the impact of the H&E merger termination benefit discussed above. The impact of the merger termination for the year ended December 31, 2025 was a net after-tax benefit of $29, or $0.45 per diluted share. The merger termination did not impact the results for any other year above. Net income and diluted earnings per share for each of the three years in the period ended December 31, 2025 include the after-tax impacts of the items below. The tax rates applied to the items below reflect the statutory rates in the applicable entities. Year Ended December 31,   2025 2024 2023 Tax rate applied to items below 25.2  % 25.3  % 25.3  % Contribution to net income (after-tax) Impact on diluted earnings per share Contribution to net income (after-tax) Impact on diluted earnings per share Contribution to net income (after-tax) Impact on diluted earnings per share Merger related intangible asset amortization (1) $ (122) $ (1.89) $ (143) $ (2.14) $ (160) $ (2.33) Impact on depreciation related to acquired fleet and property and equipment (2) (72) (1.11) (102) (1.53) (113) (1.65) Impact of the fair value mark-up of acquired fleet (3) (23) (0.36) (47) (0.71) (81) (1.17) Restructuring charge (4) —  (0.01) (2) (0.04) (21) (0.31) Asset impairment charge (5) (4) (0.06) (3) (0.05) —  —  Debt related losses (1) (0.02) (1) (0.01) —  —  (1)This reflects the amortization of the intangible assets acquired in the major acquisitions that significantly impact our operations (the “major acquisitions,” each of which had annual revenues of over $200 prior to acquisition). (2)This reflects the impact of extending the useful lives of equipment acquired in certain major acquisitions, net of the impact of additional depreciation associated with the fair value mark-up of such equipment. (3)This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in certain major acquisitions that was subsequently sold. The year-over-year decreases in 2025 and 2024 primarily reflect the impact of the Ahern Rentals acquisition. (4)This primarily reflects severance and branch closure charges associated with our restructuring programs. The restructuring charges generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition. The amounts above primarily reflect charges associated with the restructuring program initiated following the December 2022 acquisition of Ahern Rentals. See note 5 to the consolidated financial statements for additional detail on our restructuring programs. (5)This reflects write-offs of leasehold improvements and other fixed assets. EBITDA GAAP Reconciliations. EBITDA represents the sum of net income, provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the restructuring charge, stock compensation expense, net, and the impact of the fair value mark-up of 28 Table of Contents acquired fleet. See below for further detail on each adjusting item. These items are excluded from adjusted EBITDA internally when evaluating our operating performance and for strategic planning and forecasting purposes, and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. The net income and adjusted EBITDA margins represent net income or adjusted EBITDA divided by total revenue. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company’s results under U.S. generally accepted accounting principles (“GAAP”) and the accompanying reconciliations, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA help investors gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income or cash flow from operating activities as indicators of operating performance or liquidity. Adjusted EBITDA for the year ended December 31, 2025 includes the impact of the H&E merger termination benefit discussed above. The impact of the merger termination for the year ended December 31, 2025 was a net after-tax benefit of $29 for net income and a $52 benefit for adjusted EBITDA. The merger termination did not impact the results for any other year in the table below. The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA: Year Ended December 31,   2025 2024 2023 Net income $ 2,494  $ 2,575  $ 2,424  Provision for income taxes 844  813  787  Interest expense, net 716  691  635  Depreciation of rental equipment 2,670  2,466  2,350  Non-rental depreciation and amortization 438  437  431  EBITDA 7,162  6,982  6,627  Restructuring charge (1) 1  3  28  Stock compensation expense, net (2) 134  112  94  Impact of the fair value mark-up of acquired fleet (3) 31  63  108  Adjusted EBITDA $ 7,328  $ 7,160  $ 6,857  Net income margin 15.5  % 16.8  % 16.9  % Adjusted EBITDA margin 45.5  % 46.7  % 47.8  % The table below provides a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA: 29 Table of Contents Year Ended December 31,   2025 2024 2023 Net cash provided by operating activities $ 5,190  $ 4,546  $ 4,704  Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA: Amortization of deferred financing costs and original issue discounts (15) (15) (14) Gain on sales of rental equipment 635  710  786  Gain on sales of non-rental equipment 18  17  21  Insurance proceeds from damaged equipment 50  51  38  Restructuring charge (1) (1) (3) (28) Stock compensation expense, net (2) (134) (112) (94) Debt related losses (4) (15) (1) —  Changes in assets and liabilities 129  121  107  Cash paid for interest 703  674  614  Cash paid for income taxes, net 602  994  493  EBITDA 7,162  6,982  6,627  Add back: Restructuring charge (1) 1  3  28  Stock compensation expense, net (2) 134  112  94  Impact of the fair value mark-up of acquired fleet (3) 31  63  108  Adjusted EBITDA $ 7,328  $ 7,160  $ 6,857  _________________ (1)This primarily reflects severance and branch closure charges associated with our restructuring programs. The restructuring charges generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition. The amounts above primarily reflect charges associated with the restructuring program initiated following the December 2022 acquisition of Ahern Rentals. See note 5 to the consolidated financial statements for additional detail on our restructuring programs. (2)Represents non-cash, share-based payments associated with the granting of equity instruments. (3)This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in certain major acquisitions that was subsequently sold. The year-over-year decreases in 2025 and 2024 primarily reflect the impact of the Ahern Rentals acquisition. (4)The amount for the year ended December 31, 2025 primarily reflects bridge financing fees associated with the terminated H&E acquisition discussed above. For the year ended December 31, 2025, net income decreased $81, or 3.1 percent, to $2.494 billion, which included the $29 after-tax H&E merger termination benefit discussed above. Net income margin decreased 130 basis points to 15.5 percent, primarily driven by decreased gross margin from equipment rentals, particularly for the specialty segment, as discussed below (see “Results of Operations-Segment Equipment Rentals Gross Profit”), partially offset by the impact of the H&E break-up fee discussed above. For the year ended December 31, 2025, adjusted EBITDA increased $168, or 2.3 percent, to $7.328 billion, which included the $52 merger termination benefit discussed above. Adjusted EBITDA margin decreased 120 basis points to 45.5 percent, primarily reflecting 1) decreased gross margin from equipment rentals (excluding depreciation and stock compensation expense) and 2) decreased gross margin from sales of rental equipment (excluding the adjustment for the impact of the fair value mark-up of acquired fleet), which primarily reflected the normalization of the used equipment market, including pricing, partially offset by 3) the impact of the H&E break-up fee discussed above. The decreased gross margin from equipment rentals is discussed below (see “Results of Operations-Segment Equipment Rentals Gross Profit”). While the gross margin discussion below includes the impact of depreciation, the other non-depreciation items discussed below, including inflation, normal cost variability, and a higher proportion of 2025 revenue from ancillary revenues, which generate lower margins than owned equipment rentals, for the specialty segment, were the primary drivers of the decrease in gross margin from equipment rentals on the adjusted EBITDA basis (excluding depreciation and stock compensation expense). Revenues. Revenues for each of the three years in the period ended December 31, 2025 were as follows:   30 Table of Contents Year Ended December 31, Change  2025 2024 2023 2025 2024 Equipment rentals* $ 13,806  $ 13,029  $ 12,064  6.0% 8.0% Sales of rental equipment 1,413  1,521  1,574  (7.1)% (3.4)% Sales of new equipment 348  282  218  23.4% 29.4% Contractor supplies sales 163  155  146  5.2% 6.2% Service and other revenues 369  358  330  3.1% 8.5% Total revenues $ 16,099  $ 15,345  $ 14,332  4.9% 7.1% *Equipment rentals variance components: Year-over-year change in average OEC 3.9% 3.5% Assumed year-over-year inflation impact (1) (1.5)% (1.5)% Fleet productivity (2) 2.2% 4.1% Contribution from ancillary and re-rent revenue (3) 1.4% 1.9% Total change in equipment rentals 6.0% 8.0% _________________ (1)Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost. (2)Reflects the combined impact of changes in rental rates, time utilization, and mix that contribute to the variance in owned equipment rental revenue. See note 3 to the consolidated financial statements for a discussion of the different types of equipment rentals revenue. Rental rate changes are calculated based on the year-over-year variance in average contract rates, weighted by the prior period revenue mix. 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. Mix includes the impact of changes in customer, fleet, geographic and segment mix. (3)Reflects the combined impact of changes in the other types of equipment rentals revenue (see note 3 for further detail), excluding owned equipment rental revenue. Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; for fuel; and for environmental costs. Collectively, these “ancillary fees” represented approximately 18 percent of equipment rental revenue in 2025. Delivery and pick-up revenue, which represented approximately eight percent of equipment rental revenue in 2025, is the most significant ancillary revenue component. Sales of rental equipment represent our revenues from the sale of used rental equipment. Sales of new equipment represent our revenues from the sale of new equipment. Contractor supplies sales represent our sales of supplies utilized by contractors, which include construction consumables, tools, small equipment and safety supplies. Services and other revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). See note 3 to our consolidated financial statements for further discussion of our revenue recognition accounting. 2025 total revenues of $16.1 billion increased 4.9 percent compared with 2024. Equipment rentals and sales of rental equipment are our largest revenue types (together, they accounted for 95 percent of total revenue for the year ended December 31, 2025). Equipment rentals increased 6.0 percent, primarily due to a 2.2 percent increase in fleet productivity, which includes the impact of the Yak acquisition, and a 3.9 percent increase in average OEC. Fleet productivity increased 2.0 percent on a pro forma basis including the pre-acquisition results of Yak for 2024. Sales of rental equipment did not change significantly year-over-year. Critical Accounting Policies We prepare our consolidated financial statements in accordance with GAAP. A summary of our significant accounting policies is contained in note 2 to our consolidated financial statements. In applying many accounting principles, we make assumptions, estimates and/or judgments. These assumptions, estimates and/or judgments are often subjective and may change based on changing circumstances or changes in our analysis. Material changes in these assumptions, estimates and/or judgments have the potential to materially alter our results of operations. We have identified below our accounting policies that we believe could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. Although actual results may differ from those estimates, we believe the estimates are reasonable and appropriate. Allowance for Credit Losses. We maintain allowances for credit losses. These allowances reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience and, as applicable, current 31 Table of Contents conditions and reasonable and supportable forecasts that affect collectibility. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowances. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds. See note 3 to our consolidated financial statements for further detail. Useful Lives and Salvage Values of Rental Equipment and Property and Equipment. We depreciate rental equipment and property and equipment over their estimated useful lives, after giving effect to an estimated salvage value which ranges from zero percent to 50 percent of cost. The weighted average salvage value of our rental equipment is 12 percent of cost (immaterial salvage values are assigned to our property and equipment). Rental equipment is depreciated whether or not it is out on rent. The useful life of an asset is determined based on our estimate of the period over which the asset can generate revenues; such periods are periodically reviewed for reasonableness. In addition, the salvage value, which is also reviewed periodically for reasonableness, is determined based on our estimate of the minimum value we will realize from the asset after such period. We may be required to change these estimates based on changes in our industry or other changing circumstances. If these estimates change in the future, we may be required to recognize increased or decreased depreciation expense for these assets. To the extent that the useful lives of all of our rental equipment were to increase or decrease by one year, we estimate that our annual depreciation expense would decrease or increase by approximately $311 or $410, respectively. If the estimated salvage values of all of our rental equipment were to increase or decrease by one percentage point, we estimate that our annual depreciation expense would change by approximately $30. Any change in depreciation expense as a result of a hypothetical change in either useful lives or salvage values would generally result in a proportional increase or decrease in the gross profit we would recognize upon the ultimate sale of the asset. To the extent that the useful lives of all of our depreciable property and equipment were to increase or decrease by one year, we estimate that our annual non-rental depreciation expense would decrease or increase by approximately $51 or $76, respectively. Acquisition Accounting. We have made a number of acquisitions in the past and may continue to make acquisitions in the future. The assets acquired and liabilities assumed are recorded based on their respective fair values at the date of acquisition. Long-lived assets (principally rental equipment), goodwill and other intangible assets generally represent the largest components of our acquisitions. Rental equipment is valued utilizing either a cost, market or income approach, or a combination of certain of these methods, depending on the asset being valued and the availability of market or income data. Goodwill is calculated as the excess of the cost of the acquired business over the net of the fair value of the assets acquired and the liabilities assumed. The intangible assets that we have acquired are non-compete agreements, customer relationships and trade names and associated trademarks. The estimated fair values of these intangible assets reflect various assumptions about discount rates, revenue growth rates, operating margins, terminal values, useful lives and other prospective financial information. Non-compete agreements, customer relationships and trade names and associated trademarks are valued based on an excess earnings or income approach based on projected cash flows. Determining the fair value of the assets and liabilities acquired can be judgmental in nature and can involve the use of significant estimates and assumptions. The significant judgments include estimation of future cash flows, which is dependent on forecasts; estimation of the long-term rate of growth; estimation of the useful life over which cash flows will occur; and determination of a risk-adjusted weighted average cost of capital. When appropriate, our estimates of the fair values of assets and liabilities acquired include assistance from independent third-party appraisal firms. The judgments made in determining the estimated fair value assigned to the assets acquired, as well as the estimated life of the assets, can materially impact net income in periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. As discussed below, we regularly review for impairments. When we make an acquisition, we also acquire other assets and assume liabilities. These other assets and liabilities typically include, but are not limited to, parts inventory, accounts receivable, accounts payable and other working capital items. Because of their short-term nature, the fair values of these other assets and liabilities generally approximate the book values on the acquired entities' balance sheets. Evaluation of Goodwill Impairment. Goodwill is tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Application of the goodwill impairment test requires judgment, including: the identification of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units; determination of the fair value of each reporting unit; and an assumption as to the form of the transaction in which the reporting unit would be acquired by a market participant (either a taxable or nontaxable transaction). 32 Table of Contents When conducting the goodwill impairment test, we are required to compare the fair value of our reporting units (which are our regions) with the carrying amount. As discussed in note 4 to our consolidated financial statements, our divisions are our operating segments. We conduct the goodwill impairment test at the reporting unit level, which is one level below the operating segment level. Financial Accounting Standards Board (“FASB”) guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We estimate the fair value of our reporting units using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market price data of shares of our Company and other corporations engaged in similar businesses as well as acquisition multiples paid in recent transactions. We believe this approach, which utilizes multiple valuation techniques, yields the most appropriate evidence of fair value. Inherent in our preparation of cash flow projections are assumptions and estimates derived from a review of our operating results, business plans, expected growth rates, cost of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Changes in assumptions or estimates could materially affect the estimate of the fair value of a reporting unit, and therefore could affect the likelihood and amount of potential impairment. The following assumptions are significant to our income approach:     Business Projections- We make assumptions about the level of equipment rental activity in the marketplace and cost levels. These assumptions drive our planning assumptions for pricing and utilization and also represent key inputs for developing our cash flow projections. These projections are developed using our internal business plans over a ten-year planning period that are updated at least annually;     Long-term Growth Rates- Beyond the planning period, we also utilize an assumed long-term growth rate representing the expected rate at which a reporting unit's cash flow stream is projected to grow. These rates are used to calculate the terminal value of our reporting units, and are added to the cash flows projected during our ten-year planning period; and     Discount Rates- Each reporting unit's estimated future cash flows are discounted at a rate that is consistent with a weighted-average cost of capital that is likely to be expected by market participants. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. The market approach is one of the other methods used for estimating the fair value of our reporting units' business enterprise. This approach takes two forms: The first is based on the market value (market capitalization plus interest-bearing liabilities) and operating metrics (e.g., revenue and EBITDA) of companies engaged in the same or similar line of business. The second form is based on multiples paid in recent acquisitions of companies. In connection with our goodwill impairment test that was conducted as of October 1, 2025, we bypassed the optional qualitative assessment for each reporting unit and quantitatively compared the fair values of our reporting units with their carrying amounts. Our goodwill impairment testing as of this date indicated that all of our reporting units had estimated fair values which exceeded their respective carrying amounts by at least 32 percent. In connection with our goodwill impairment test that was conducted as of October 1, 2024, we bypassed the optional qualitative assessment for each reporting unit and quantitatively compared the fair values of our reporting units with their carrying amounts. Our goodwill impairment testing as of this date indicated that all of our reporting units had estimated fair values which exceeded their respective carrying amounts by at least 60 percent. Impairment of Long-lived Assets (Excluding Goodwill). We review the recoverability of our rental equipment, property and equipment, lease assets and other intangible assets when events or changes in circumstances occur that indicate that the carrying value of the assets may not be recoverable. If there are such indications, we assess our ability to recover the carrying value of the assets from their expected future pre-tax cash flows (undiscounted and without interest charges). If the expected cash flows are less than the carrying value of the assets, an impairment loss is recognized for the difference between the estimated fair value and carrying value. We also conduct impairment reviews in connection with branch consolidations and other changes in our business. During each of the three years in the period ended December 31, 2025, we recognized asset impairment charges, primarily in depreciation of rental equipment in our consolidated statements of income, that were not significant to our operating results ($5 or less for each year). In support of our review for indicators of impairment, we perform a review of all assets at the district level relative to district performance and conclude whether indicators of impairment exist associated with our long-lived assets, including rental equipment. We also specifically review the financial performance of our rental equipment. Such review includes an estimate of 33 Table of Contents the future rental revenues from our rental assets based on current and expected utilization levels, the age of the assets and their remaining useful lives. Additionally, we estimate when the assets are expected to be removed or retired from our rental fleet as well as the expected proceeds to be realized upon disposition. Based on our most recently completed quarterly reviews, there were no indications of impairment associated with our rental equipment, property and equipment, lease assets or other intangible assets. Income Taxes. We recognize deferred tax assets and liabilities for certain future deductible or taxable temporary differences expected to be reported in our income tax returns. These deferred tax assets and liabilities are computed using the tax rates that are expected to apply in the periods when the related future deductible or taxable temporary difference is expected to be settled or realized. In the case of deferred tax assets, the future realization of the deferred tax benefits and carryforwards are determined with consideration to historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. After consideration of all these factors, we recognize deferred tax assets when we believe that it is more likely than not that we will realize them. The most significant positive evidence that we consider in the recognition of deferred tax assets is the expected reversal of cumulative deferred tax liabilities resulting from book versus tax depreciation of our rental equipment fleet that is well in excess of the deferred tax assets. We use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return regarding uncertainties in income tax positions. The first step is recognition: we determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We are subject to ongoing tax examinations and assessments in various jurisdictions. Accordingly, accruals for tax contingencies are established based on the probable outcomes of such matters. Our ongoing assessments of the probable outcomes of the examinations and related tax accruals require judgment and could increase or decrease our effective tax rate as well as impact our operating results. We have historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and, accordingly, no taxes were provided on such earnings prior to the fourth quarter of 2020. In 2021, we remitted the cumulative amount of identified cash in our foreign operations in excess of near-term working capital needs. 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. We continue to expect that our undistributed foreign earnings, excluding the distributable foreign earnings described above, will be indefinitely reinvested. If we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S. state income taxes. At December 31, 2025, unremitted earnings of foreign subsidiaries were $1.621 billion. Determination of the amount of unrecognized deferred tax liability on these unremitted earnings is not practicable. Results of Operations As discussed in note 4 to our consolidated financial statements, our reportable segments are general rentals and specialty. The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. This segment operates throughout the United States and Canada. 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 lasers and line testing equipment for underground work, (ii) power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment, (iii) fluid solutions equipment primarily used for fluid containment, transfer and treatment, (iv) mobile storage equipment and modular office space, and (v) surface protection mats. The specialty segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment primarily operates in the United States and Canada, and has a smaller presence in Europe, Australia and New Zealand. As discussed in note 4 to our consolidated financial statements, our general rentals reporting segment reflects the aggregation of four geographic divisions—Central, Northeast, Southeast and West. Historically, there have occasionally been variances in the levels of equipment rentals gross margins achieved by these divisions, though such variances have generally 34 Table of Contents been small (close to or less than 10 percent, measured versus the equipment rentals gross margins of the aggregated general rentals' divisions). For the five year period ended December 31, 2025, there was no general rentals' division with an equipment rentals gross margin that differed materially from the equipment rentals gross margin of the aggregated general rentals' divisions. The rental industry is cyclical, and there historically have occasionally been divisions with equipment rentals gross margins that varied by greater than 10 percent from the equipment rentals gross margins of the aggregated general rentals' divisions, though the specific divisions with margin variances of over 10 percent have fluctuated, and such variances have generally not exceeded 10 percent by a significant amount. We monitor the margin variances and confirm margin similarity between divisions on a quarterly basis. We believe that the divisions that are aggregated into our segments have similar economic characteristics, as each division is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our divisions also reflects the management structure that we use for making operating decisions and assessing performance. Although we believe aggregating these divisions into our reporting segments for segment reporting purposes is appropriate, to the extent that there are significant margin variances that do not converge, we may be required to disaggregate the divisions into separate reporting segments. Any such disaggregation would have no impact on our consolidated results of operations. These reporting segments align our external segment reporting with how management evaluates business performance and allocates resources. We evaluate segment performance primarily based on segment equipment rentals gross profit. Our revenues, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter. Revenues by segment were as follows:   General rentals Specialty Total Year Ended December 31, 2025 Equipment rentals $ 9,165  $ 4,641  $ 13,806  Sales of rental equipment 1,216  197  1,413  Sales of new equipment 199  149  348  Contractor supplies sales 87  76  163  Service and other revenues 334  35  369  Total revenue $ 11,001  $ 5,098  $ 16,099  Year Ended December 31, 2024 Equipment rentals $ 8,945  $ 4,084  $ 13,029  Sales of rental equipment 1,328  193  1,521  Sales of new equipment 159  123  282  Contractor supplies sales 87  68  155  Service and other revenues 326  32  358  Total revenue $ 10,845  $ 4,500  $ 15,345  Year Ended December 31, 2023 Equipment rentals $ 8,803  $ 3,261  $ 12,064  Sales of rental equipment 1,411  163  1,574  Sales of new equipment 95  123  218  Contractor supplies sales 89  57  146  Service and other revenues 299  31  330  Total revenue $ 10,697  $ 3,635  $ 14,332  Equipment rentals. Equipment rentals represented 86 percent of total revenues in 2025. 2025 equipment rentals of $13.8 billion increased 6.0 percent year-over-year, primarily due to a 2.2 percent increase in fleet productivity, which includes the impact of the Yak acquisition, and a 3.9 percent increase in average OEC. Fleet productivity increased 2.0 percent on a pro forma basis including the pre-acquisition results of Yak for 2024. On a segment basis, equipment rentals represented 83 percent and 91 percent of total revenues for general rentals and specialty, respectively. General rentals equipment rentals increased 2.5 percent as compared to 2024. Specialty rentals increased 35 Table of Contents 13.6 percent, including the impact of the Yak acquisition, as compared to 2024, primarily due to increased average OEC. Specialty equipment rentals increased 12.2 percent year-over-year including the pre-acquisition results of Yak for 2024. Sales of rental equipment. For the three years in the period ended December 31, 2025, sales of rental equipment represented approximately 10 percent of our total revenues. 2025 sales of rental equipment of $1.4 billion did not change significantly year-over-year. Sales of new equipment. For the three years in the period ended December 31, 2025, sales of new equipment represented approximately 2 percent of our total revenues. 2025 sales of new equipment of $348 increased 23.4 percent from 2024, primarily due to supply chain normalization. Contractor supplies sales. For the three years in the period ended December 31, 2025, sales of contractor supplies represented approximately 1 percent of our total revenues. 2025 sales of contractor supplies did not change significantly from 2024. Service and other revenues. For the three years in the period ended December 31, 2025, service and other revenues represented approximately 2 percent of our total revenues. 2025 service and other revenues did not change significantly from 2024. Segment Equipment Rentals Gross Profit See note 4 to our consolidated financial statements for additional information on segment performance. Segment equipment rentals gross profit and gross margin for each of the three years in the period ended December 31, 2025 were as follows: General rentals Specialty Total 2025 Equipment Rentals Gross Profit $ 3,225  $ 2,023  $ 5,248  Equipment Rentals Gross Margin 35.2  % 43.6  % 38.0  % 2024 Equipment Rentals Gross Profit $ 3,232  $ 1,966  $ 5,198  Equipment Rentals Gross Margin 36.1  % 48.1  % 39.9  % 2023 Equipment Rentals Gross Profit $ 3,219  $ 1,595  $ 4,814  Equipment Rentals Gross Margin 36.6  % 48.9  % 39.9  % General rentals. For the three years in the period ended December 31, 2025, general rentals accounted for 69 percent of total equipment rentals and 63 percent of total equipment rentals gross profit. For the year ended December 31, 2025, general rentals’ equipment rentals gross profit decreased by $7, and equipment rentals gross margin decreased by 90 basis points, from 2024, primarily due to the impact of inflation and normal cost variability, particularly in delivery and labor and benefits costs. Specialty. For the year ended December 31, 2025, equipment rentals gross profit increased by $57, and equipment rentals gross margin decreased by 450 basis points from 2024. Gross margin decreased primarily due to 1) increased depreciation expense, including the impact of the Yak acquisition and growth in the acquired Yak locations, 2) inflation and normal cost variability, particularly in delivery costs, and 3) the impact of a higher proportion of 2025 revenue from ancillary revenues, which generate lower margins than owned equipment rentals. The increase in delivery costs also related in part to repositioning fleet to efficiently support strong demand. Gross Margin. Gross margins by revenue classification were as follows:   36 Table of Contents Year Ended December 31,  Change 2025 2024 2023 2025 2024 Total gross margin 38.2% 40.1% 40.6% (190) bps (50) bps Equipment rentals 38.0% 39.9% 39.9% (190) bps — bps Sales of rental equipment 44.9% 46.7% 49.9% (180) bps (320) bps Sales of new equipment 20.1% 18.8% 17.9% 130 bps 90 bps Contractor supplies sales 30.7% 33.5% 32.2% (280) bps 130 bps Service and other revenues 38.2% 38.3% 38.5% (10) bps (20) bps 2025 gross margin of 38.2 percent decreased 190 basis points from 2024. Equipment rentals gross margin decreased 190 basis points from 2024, primarily due to reduced margins in the specialty segment, as discussed above. Additionally, as discussed above, equipment rentals gross margin for the general rentals segment decreased primarily due to inflation and normal cost variability, particularly in delivery and labor and benefits costs. Gross margin from sales of rental equipment decreased 180 basis points from 2024, which primarily reflected the normalization of the used equipment market, including pricing. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability, and such revenue types did not account for a significant portion of total gross profit (gross profit for these revenue types represented 4 percent of total gross profit for the year ended December 31, 2025). Other costs/(income) The table below includes the other costs/(income) in our consolidated statements of income, as well as key associated metrics, for the three years in the period ended December 31, 2025:   Year Ended December 31, Change  2025 2024 2023 2025 2024 Selling, general and administrative (“SG&A”) expense $ 1,732  $ 1,645  $ 1,527  5.3% 7.7% SG&A expense as a percentage of revenue 10.8  % 10.7  % 10.7  % 10 bps — bps Restructuring charge 1  3  28  (66.7)% (89.3)% Non-rental depreciation and amortization 438  437  431  0.2% 1.4% Interest expense, net 716  691  635  3.6% 8.8% Other income, net (81) (14) (19) 478.6% (26.3)% Provision for income taxes 844  813  787  3.8% 3.3% Effective tax rate 25.3  % 24.0  % 24.5  % 130 bps (50) bps SG&A expense primarily includes sales force compensation, information technology costs, third party professional fees, management salaries, bad debt expense and clerical and administrative overhead. SG&A expense as a percentage of revenue for the year ended December 31, 2025 did not change significantly year-over-year. The restructuring charges primarily reflect severance and branch closure charges associated with our restructuring programs. 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. The designated restructuring programs generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition, and result in significant costs that we would not normally incur absent a major acquisition or other triggering event that results in the initiation of a restructuring program. The amounts above primarily reflect charges associated with the restructuring program initiated following the December 2022 acquisition of Ahern Rentals. Since the first such program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $384. See note 5 to the consolidated financial statements for additional detail on our restructuring programs. Non-rental depreciation and amortization includes (i) the amortization of other intangible assets and (ii) depreciation expense associated with equipment that is not offered for rent (such as computers and office equipment) and amortization expense associated with leasehold improvements. Our other intangible assets consist of customer relationships, non-compete agreements and trade names and associated trademarks. Interest expense, net for the year ended December 31, 2025 did not change significantly year-over-year, as the impact of decreased variable debt interest rates was offset by increased average debt. The weighted average interest rates on our variable debt instruments were 5.4 percent and 6.3 percent for the years December 31, 2025 and 2024, respectively. Interest expense, net 37 Table of Contents for the year December 31, 2025 includes the bridge financing fees associated with the terminated H&E acquisition discussed above. Other income, net primarily includes (i) currency gains and losses, (ii) finance charges, (iii) gains and losses on sales of non-rental equipment and (iv) other miscellaneous items. Other income, net for the year ended December 31, 2025 includes $64 of income associated with the receipt of the break-up fee associated with the terminated H&E acquisition discussed above. A detailed reconciliation of the effective tax rates to the U.S. federal statutory income tax rate is included in note 13 to our consolidated financial statements.  Fourth Quarter Items. In the fourth quarter of 2025, we issued $1.5 billion principal amount of 5 3/8 percent Senior Notes due 2033. The net proceeds of the issuance were used to redeem all $500 principal amount of our 5 1/2 percent Senior Notes due 2027 and to reduce drawings on our ABL facility. There were no unusual or infrequently occurring items recognized in the fourth quarter of 2024 that had a material impact on our financial statements. Balance sheet. Prepaid expenses and other assets increased by $164, or 69.8 percent, from December 31, 2024 to December 31, 2025, primarily due to an increase in income taxes receivable, which reflected required tax payments exceeding the estimated tax accruals. See the consolidated statements of cash flows for further information on changes in cash and cash equivalents, the consolidated statements of stockholders’ equity for further information on changes in stockholders’ equity, and note 11 for further detail on short-term and long-term debt. Liquidity and Capital Resources. We manage our liquidity using internal cash management practices, which are subject to (i) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services, (ii) the terms and other requirements of the agreements to which we are a party and (iii) the statutes, regulations and practices of each of the local jurisdictions in which we operate. See “Financial Overview” above for a summary of the 2025 capital structure actions taken to improve our financial flexibility and liquidity. In April 2025, our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under the 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 share repurchase program, from $1.5 billion to $2.0 billion. We repurchased $1.65 billion under this program in 2025, and intend to complete the program in the first quarter of 2026. On January 28, 2026, our Board of Directors authorized a new $5.0 billion share repurchase program. We plan to begin repurchases under the new program following the planned completion of the existing $2.0 billion share repurchase program in the first quarter of 2026. This program does not have an established expiration date, and we intend to repurchase $1.15 billion under the program in 2026. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The repurchases above (as well as the program sizes) do not include the excise tax, which totaled $18 in 2025 (the total excise tax amount relates to both the current program and a prior program that was completed in the first quarter of 2025). Since 2012, we have repurchased a total of $9.396 billion (inclusive of excise taxes, which were first imposed in 2023) of Holdings' common stock under our share repurchase programs (comprised of nine programs that have ended and the current program). Our Board of Directors also approved our first-ever quarterly dividend program in January 2023, and the first dividend under the program was paid in February 2023. We paid dividends totaling $464 ($7.16 per share), $434 ($6.52 per share) and $406 ($5.92 per share) in 2025, 2024 and 2023, respectively. On January 28, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on February 25, 2026 to stockholders of record as of February 11, 2026. Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment, and borrowings available under our ABL and accounts receivable securitization facilities. As of December 31, 2025, we had cash and cash equivalents of $459. Cash equivalents at December 31, 2025 consist of direct obligations of financial institutions rated A or better. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months. The table below presents financial information associated with our principal sources of cash as of and for the year December 31, 2025: 38 Table of Contents ABL facility: Borrowing capacity, net of letters of credit $ 2,822  Outstanding debt, net of debt issuance costs (1) 1,645  Interest rate at December 31, 2025 4.7  % Average month-end principal amount of debt outstanding (1) 2,027  Weighted-average interest rate on average debt outstanding 5.3  % Maximum month-end principal amount of debt outstanding (1) 2,803  Accounts receivable securitization facility (2): Borrowing capacity 41  Outstanding debt, net of debt issuance costs 1,459  Interest rate at December 31, 2025 4.8  % Average month-end principal amount of debt outstanding 1,366  Weighted-average interest rate on average debt outstanding 5.2  % Maximum month-end principal amount of debt outstanding 1,484  _________________ (1)    As discussed above, in the fourth quarter of 2025, we issued $1.5 billion principal amount of 5 3/8 percent Senior Notes due 2033, and used part of the net proceeds to reduce drawings on the ABL facility, which contributed to the outstanding amount above being less than the average and maximum amounts. Additionally, the maximum amount reflects the use of borrowings under the facility to fund seasonal expenditures. (2)    As discussed in note 11 to the consolidated financial statements, the accounts receivable securitization facility expires on June 24, 2026 and may be extended on a 364-day basis by mutual agreement with the purchasers under the facility. We expect that our principal short-term (over the next 12 months) and long-term needs for cash relating to our operations will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, (v) debt repayment or redemption, (vi) share repurchases, (vii) dividends and (viii) acquisitions. We plan to fund such cash requirements from our existing sources of cash. We may also seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit. The table below presents information on payments coming due under the most significant categories of our needs for cash (excluding operating cash flows pertaining to normal business operations, such as human capital costs, which are not accurately estimable) as of December 31, 2025: 2026 2027 2028 2029 2030 Thereafter Total  Debt and finance leases (1) $ 1,577  $ 851  $ 1,747  $ 1,537  $ 3,170  $ 5,420  $ 14,302  Interest due on debt (2) 662  626  518  507  330  498  3,141  Operating leases (1) 379  333  280  221  151  297  1,661  Purchase obligations (3) 3,425  3  —  —  —  —  3,428  _________________ (1)    The payments due with respect to a period represent (i) in the case of debt and finance leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the payments due in such period for non-cancelable operating leases with initial or remaining terms of one year or more. See note 11 to the consolidated financial statements for further debt information, and note 12 for further finance lease and operating lease information. (2)    Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of December 31, 2025. (3)    As of December 31, 2025, we had outstanding advance purchase orders, which were negotiated in the ordinary course of business, with our equipment and inventory suppliers. These purchase orders can generally be cancelled by us without cancellation penalties. The equipment and inventory receipts from the suppliers pursuant to these purchase orders and the related payments to the suppliers are expected to be completed primarily throughout 2026. The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects. We expect that we will fund such expenditures from cash generated from operations, proceeds from the sale of rental and non-rental equipment and, if required, borrowings available under the ABL and accounts receivable securitization facilities. Net payments for rental capital expenditures (defined as payments for purchases of rental equipment less the proceeds from sales of rental equipment) were $2.736 billion, $2.232 billion and $2.140 billion in 2025, 2024 and 2023, respectively. 39 Table of Contents To access the capital markets, we rely on credit rating agencies to assign ratings to our securities as an indicator of credit quality. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. Credit ratings also affect the costs of derivative transactions, including interest rate and foreign currency derivative transactions. As a result, negative changes in our credit ratings could adversely impact our costs of funding. Our credit ratings as of January 26, 2026 were as follows:   Corporate Rating Outlook  Moody’s Ba1 Stable Standard & Poor’s BB+ Stable A security rating is not a recommendation to buy, sell or hold securities. There is no assurance that any rating will remain in effect for a given period of time or that any rating will not be revised or withdrawn by a rating agency in the future. Loan Covenants and Compliance. As of December 31, 2025, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations. The only financial covenant that currently exists under the ABL facility is the fixed charge coverage ratio. 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 facility for five consecutive business days. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of December 31, 2025, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility. Covenants in the agreements governing our ABL facility, term loan facility and certain other debt instruments impose limitations on our ability to make share repurchases and dividend payments, subject to important exceptions that would allow us to make such repurchases or payments under certain conditions. Based on our current total indebtedness leverage ratio (as defined in the applicable debt agreements) and usage of the ABL facility as of December 31, 2025, we met the criteria under the applicable debt agreements for these exceptions, and as a result we were not restricted in our ability to make share repurchases and dividend payments. Sources and Uses of Cash. During 2025, we (i) generated cash from operating activities of $5.190 billion, (ii) generated cash from the sale of rental and non-rental equipment of $1.469 billion and (iii) received cash from debt proceeds, net of payments, of $653. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $4.528 billion, (ii) purchase other companies for $357, (iii) purchase shares of our common stock for $1.969 billion and (iv) pay dividends of $464. During 2024, we (i) generated cash from operating activities of $4.546 billion, (ii) generated cash from the sale of rental and non-rental equipment of $1.588 billion and (iii) received cash from debt proceeds, net of payments, of $1.748 billion. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $4.127 billion, (ii) purchase other companies for $1.655 billion, (iii) purchase shares of our common stock for $1.571 billion and (iv) pay dividends of $434. Free Cash Flow GAAP Reconciliation We define “free cash flow” as net cash provided by operating activities less payments for purchases of, and plus proceeds from, equipment and intangible assets. The equipment and intangible asset items are included in cash flows from investing activities. Management believes that free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash flow should not be considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow.  40 Table of Contents Year Ended December 31,  2025 2024 2023 Net cash provided by operating activities $ 5,190  $ 4,546  $ 4,704  Payments for purchases of rental equipment (4,149) (3,753) (3,714) Payments for purchases of non-rental equipment and intangible assets (379) (374) (356) Proceeds from sales of rental equipment 1,413  1,521  1,574  Proceeds from sales of non-rental equipment 56  67  60  Insurance proceeds from damaged equipment 50  51  38  Free cash flow $ 2,181  $ 2,058  $ 2,306  Free cash flow for the year ended December 31, 2025 was $2.181 billion, an increase of $123, or 6.0 percent, as compared to $2.058 billion for the year ended December 31, 2024. Relationship between Holdings and URNA. Holdings is principally a holding company and primarily conducts its operations through its wholly owned subsidiary, URNA, and subsidiaries of URNA. Holdings licenses its tradename and other intangibles and provides certain services to URNA in connection with its operations. These services principally include: (i) senior management services; (ii) finance and tax-related services and support; (iii) information technology systems and support; (iv) acquisition-related services; (v) legal services; and (vi) human resource support. In addition, Holdings leases certain equipment and real property that are made available for use by URNA and its subsidiaries. Information Regarding Guarantors of URNA Indebtedness URNA is 100 percent-owned by Holdings and has certain series of its senior notes that are guaranteed by both Holdings and certain U.S. subsidiaries of URNA, including United Rentals Highway Technologies Gulf, LLC, United Rentals (Delaware), Inc. and United Rentals Realty, LLC (together, the “guarantor subsidiaries”). Other than the guarantee by our Canadian subsidiary of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries, the U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization facility (the “SPV”), certain immaterial subsidiaries or the foreign subsidiary holding company acquired in connection with the General Finance acquisition (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold or contributed by URNA to the SPV and are not available to satisfy the obligations of URNA or Holdings’ other subsidiaries. Holdings consolidates each of URNA and the guarantor subsidiaries in its consolidated financial statements. URNA and the guarantor subsidiaries are all 100 percent-owned and controlled by Holdings. Holdings’ guarantees of URNA’s indebtedness are full and unconditional, except that the guarantees may be automatically released and relieved upon satisfaction of the requirements for legal defeasance or covenant defeasance under the applicable indenture being met. The Holdings guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by Holdings will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws. The guarantees of Holdings and the guarantor subsidiaries are made on a joint and several basis. The guarantees of the guarantor subsidiaries are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the guarantor subsidiary, the sale of all or substantially all of the guarantor subsidiary's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met, designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants or the notes being rated investment grade by certain rating agencies as specified in the applicable indenture. Like the Holdings guarantees, the guarantees of the guarantor subsidiaries are subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws. All of the existing guarantees by Holdings and the guarantor subsidiaries rank equally in right of payment with all of the guarantors' existing and future senior indebtedness. The secured indebtedness of Holdings and the guarantor subsidiaries (including guarantees of URNA’s existing and future secured indebtedness) will rank effectively senior to guarantees of any unsecured indebtedness to the extent of the value of the assets securing such indebtedness. Future guarantees of subordinated indebtedness will rank junior to any existing and future senior indebtedness of the guarantors. The guarantees of URNA’s indebtedness are effectively junior to any indebtedness of our subsidiaries that are not guarantors, including our foreign subsidiaries. As of December 31, 2025, the indebtedness of our non-guarantors was comprised of (i) $1.459 billion of outstanding borrowings by the SPV in connection with the Company’s accounts receivable securitization facility, (ii) $136 of 41 Table of Contents outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $13 of finance leases of our non-guarantor subsidiaries. Covenants in the agreements governing our ABL facility, term loan facility and certain other debt instruments impose limitations on our ability to make share repurchases and dividend payments, subject to important exceptions that would allow us to make such repurchases or payments under certain conditions. Based on our current total indebtedness leverage ratio (as defined in the applicable debt agreements) and usage of the ABL facility as of December 31, 2025, we met the criteria under the applicable debt agreements for these exceptions, and as a result we were not restricted in our ability to make share repurchases and dividend payments. Based on our understanding of Rule 3-10 of Regulation S-X (“Rule 3-10”), we believe that Holdings’ guarantees of URNA indebtedness comply with the conditions set forth in Rule 3-10, which enables us to present summarized financial information for Holdings, URNA and the consolidated guarantor subsidiaries in accordance with Rule 13-01 of Regulation S-X. The summarized financial information excludes the financial information of the non-guarantor subsidiaries. In accordance with Rule 3-10, separate financial statements of the guarantor subsidiaries have not been presented. Our presentation below excludes the investment in the non-guarantor subsidiaries and the related income from the non-guarantor subsidiaries. The summarized financial information of Holdings, URNA and the guarantor subsidiaries on a combined basis is as follows: December 31, 2025 Current receivable from non-guarantor subsidiaries $6 Other current assets 595 Total current assets 601 Long-term assets 23,657 Total assets 24,258 Current liabilities 2,097 Long-term liabilities 16,597 Total liabilities 18,694 Year Ended December 31, 2025 Total revenues $14,669 Gross profit 5,658 Net income 2,193