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What changed in United Rentals's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of United Rentals's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+302 added−309 removedSource: 10-K (2026-01-28) vs 10-K (2025-01-29)

Top changes in United Rentals's 2025 10-K

302 paragraphs added · 309 removed · 252 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe data below should be read in conjunction with, and is qualified by reference to, our Management’s Discussion and Analysis and our consolidated financial statements and notes thereto contained elsewhere in this report. 1 Table of Contents 2024 2023 PERFORMANCE MEASURES Total revenues (in millions) $15,345 $14,332 Equipment rental revenue percent of total revenues 85% 84% Equipment rental revenue variance components: Year-over-year change in average original equipment cost (“OEC”) 3.5% 21.9% Assumed year-over-year inflation impact (1) (1.5)% (1.5)% Fleet productivity (2) 4.1% (0.7)% Contribution from ancillary and re-rent revenue (3) 1.9% (0.4)% Total equipment rental revenue variance 8.0% 19.3% 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% Key account percent of equipment rental revenue 68% 67% National account percent of equipment rental revenue 44% 43% FLEET Fleet OEC (in billions) $21.43 $20.66 Equipment units 1,120,000 995,000 Fleet age in months 51.3 52.4 Equipment rental revenue percent by fleet type: General construction and industrial equipment 40% 42% Aerial work platforms 23% 25% General tools and light equipment 9% 8% Power and HVAC (heating, ventilating and air conditioning) equipment 11% 10% Trench safety equipment 5% 5% Fluid solutions equipment 7% 7% Mobile storage equipment and modular office space 3% 3% Surface protection mats (5) 2% —% LOCATIONS/PERSONNEL Rental locations 1,686 1,584 Approximate range of branches per district 4-13 5-14 Approximate range of districts per region 5-10 6-11 Range of regions per division 2-7 3-6 Hourly employees 19,900 18,900 Salaried employees 8,000 7,400 Total employees 27,900 26,300 INDUSTRY Estimated North American market share (6) 15% 15% Estimated North American equipment rental industry revenue growth (6) 8% 12% CUSTOMERS/SUPPLIERS Largest customer percent of total revenues 1% 1% Top 10 customers percent of total revenues 5% 4% Largest supplier percent of capital expenditures 12% 15% Top 10 supplier percent of capital expenditures 51% 48% 2 Table of Contents (1) Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost.
Biggest changeThe data below should be read in conjunction with, and is qualified by reference to, our Management’s Discussion and Analysis and our consolidated financial statements and notes thereto contained elsewhere in this report. 1 Table of Contents 2025 2024 PERFORMANCE MEASURES Total revenues (in millions) $16,099 $15,345 Equipment rental revenue percent of total revenues 86% 85% Equipment rental revenue variance components: Year-over-year change in average original equipment cost (“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 equipment rental revenue variance 6.0% 8.0% Key account percent of equipment rental revenue 69% 68% National account percent of equipment rental revenue 46% 44% FLEET Fleet OEC (in billions) $22.48 $21.43 Equipment units 1,095,000 1,120,000 Fleet age in months 49.5 51.3 Equipment rental revenue percent by fleet type: General construction and industrial equipment 39% 40% Aerial work platforms 22% 23% General tools and light equipment 9% 9% Power and HVAC (heating, ventilating and air conditioning) equipment 11% 11% Trench safety equipment 5% 5% Fluid solutions equipment 7% 7% Mobile storage equipment and modular office space 3% 3% Surface protection mats 4% 2% LOCATIONS/PERSONNEL Rental locations 1,768 1,686 Approximate range of branches per district 5-13 4-13 Approximate range of districts per region 7-11 5-10 Range of regions per division 3-7 2-7 Hourly employees 20,300 19,900 Salaried employees 8,200 8,000 Total employees 28,500 27,900 INDUSTRY Estimated North American market share (4) 15% 15% CUSTOMERS/SUPPLIERS Largest customer percent of total revenues 1% 1% Top 10 customers percent of total revenues 5% 5% Largest supplier percent of capital expenditures 11% 12% Top 10 supplier percent of capital expenditures 52% 51% (1) Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost.
See “Industry Overview and Economic Outlook” above for a discussion of our end-markets. Environmental and Safety Regulations Our operations are subject to numerous laws governing environmental protection and occupational health and safety matters. These laws regulate issues such as wastewater, storm water, solid and hazardous wastes and materials, and air quality.
See “Industry Overview and Economic Outlook” above for a discussion of our end-markets. Environmental and Safety Regulations Our operations are subject to numerous laws governing environmental protection and occupational health and safety matters. These laws regulate environmental issues such as wastewater, storm water, solid and hazardous wastes and materials, and air quality.
We offer a wide array of training solutions (instructor led in-person, virtual, digital, hands-on, e-learning and experience maps) for further development of our employees to help them achieve their career goals. In addition, as we did in 2024, we aim to regularly develop new training programs, launch pilot programs and expand leadership opportunities for our employees.
We offer a wide array of training solutions (instructor-led in-person, virtual, digital, hands-on, e-learning and experience maps) for further development of our employees to help them achieve their career goals. In addition, as we did in 2025, we aim to regularly develop new training programs, launch pilot programs and expand leadership opportunities for our employees.
Item 1. Business United Rentals is the largest equipment rental company in the world, operates throughout the United States and Canada, and has a smaller presence in Europe, Australia and New Zealand. The table below presents key information about our business as of and for the years ended December 31, 2024 and 2023.
Item 1. Business United Rentals is the largest equipment rental company in the world, operates throughout the United States and Canada, and has a smaller presence in Europe, Australia and New Zealand. The table below presents key information about our business as of and for the years ended December 31, 2025 and 2024.
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 4 Table of Contents 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 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 .
The department’s primary focus is on the protection of our employees and assets, as well as protecting the Company from liability for accidental loss. Segment Information We have two reportable segments– general rentals and specialty. Segment financial information is presented in note 5 to our consolidated financial statements.
The department’s primary focus is on the protection of our employees and assets, as well as protecting the Company from liability for accidental loss. Segment Information We have two reportable segments– general rentals and specialty. Segment financial information is presented in note 4 to our consolidated financial statements.
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 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 6 Table of Contents 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.
In 2024, our employees enhanced their skills through approximately 1.2 million hours of training, including safety training, sales and leadership training and equipment-related training from our suppliers. Our performance process encourages employee check-ins throughout the year to discuss performance and career goals, as well as development opportunities at all levels across the Company.
In 2025, our employees enhanced their skills through approximately 1.1 million hours of training, including safety training, sales and leadership training and equipment-related training from our suppliers. Our performance process encourages employee check-ins throughout the year to discuss performance and career goals, as well as development opportunities at all levels across the Company.
We have a back-up facility designed to enable business continuity for our core rental and financial systems in the event that our main computer facility becomes inoperative. This back-up facility also allows us to perform system upgrades and maintenance without interfering with the normal ongoing operation of our information technology systems. Strong Brand Recognition .
We have a back-up facility designed to enable business continuity for our core rental and financial systems in the event that our main computer facility becomes inoperative. This back-up facility also allows us to perform system upgrades and maintenance without interfering with the normal ongoing operation of our information technology systems.
Additionally, we have conducted five company-wide stock grant programs for employees since 2014 – the most recent grant took place in 2024. 3 Table of Contents • Employee experience and retention: To evaluate our employee experience and retention efforts, we monitor a number of employee measures, such as employee retention, internal promotions and referrals.
Additionally, we have conducted five company-wide stock grant programs for employees since 2014 – the most recent grant took place in 2024. • Employee experience and retention: To evaluate our employee experience and retention efforts, we monitor a number of employee measures, such as employee retention, internal promotions and referrals.
Our competitors primarily include small, independent businesses with one or two rental locations; regional competitors that operate in one or more states; public companies or divisions of public companies that operate nationally or internationally; and equipment vendors and dealers who both sell and rent equipment 8 Table of Contents directly to customers.
Our competitors primarily include small, independent businesses with one or two rental locations; regional competitors that operate in one or more states; public companies or divisions of public companies that operate nationally or internationally; and equipment vendors and dealers who both sell and rent equipment directly to customers.
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.
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 2 Table of Contents on rent by the amount of time the asset has been owned during the year.
Our customer base varies by branch and is determined by several factors, including the equipment mix and marketing focus of 7 Table of Contents the particular branch as well as the business composition of the local economy, including construction opportunities with different customers.
Our customer base varies by branch and is determined by several factors, including the equipment mix and marketing focus of the particular branch as well as the business composition of the local economy, including construction opportunities with different customers.
The program also includes (i) a paid day off to be used for a wellness exam or day of service, which was used by 91 percent of eligible employees in 2024, (ii) tobacco cessation support and (iii) participation incentives.
The program also includes (i) a paid day off to be used for a wellness exam or day of service, which was used by 89 percent of eligible employees in 2025, (ii) tobacco cessation support and (iii) participation incentives.
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 2024, 56 percent of eligible employees did so.
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 2025, 59 percent of eligible employees did so.
For additional financial information regarding our geographic diversity, see note 5 to our consolidated financial statements. 6 Table of Contents Strong and Motivated Branch Management . Each of our full-service branches has a manager who is supervised by a district manager.
For additional financial information regarding our geographic diversity, see note 4 to our consolidated financial statements. Strong and Motivated Branch Management . Each of our full-service branches has a manager who is supervised by a district manager.
In 2024, based on our classification of the vertical market segments in which our equipment was used: • Industrial and other non-construction rentals represented approximately 49 percent of our rental revenue, primarily reflecting rentals to manufacturers, energy companies, chemical companies, paper mills, railroads, shipbuilders, utilities, retailers and infrastructure entities; • Commercial construction rentals represented approximately 46 percent of our rental revenue, primarily reflecting rentals related to the construction and remodeling of facilities for office space, lodging, healthcare, entertainment and other commercial purposes; and • Residential rentals represented approximately five percent of our rental revenue, primarily reflecting rentals of equipment for the construction and renovation of homes.
In 2025, based on our classification of the vertical market segments in which our equipment was used: • Industrial and other non-construction rentals represented approximately 48 percent of our rental revenue, primarily reflecting rentals to manufacturers, energy companies, chemical companies, paper mills, railroads, shipbuilders, utilities, retailers and infrastructure entities; 4 Table of Contents • Commercial construction rentals represented approximately 48 percent of our rental revenue, primarily reflecting rentals related to the construction and remodeling of facilities for office space, lodging, healthcare, entertainment and other commercial purposes; and • Residential rentals represented approximately four percent of our rental revenue, primarily reflecting rentals of equipment for the construction and renovation of homes.
We offer a fleet of rental equipment with total OEC of $21.4 billion for rent on an hourly, daily, weekly or monthly basis.
We offer a fleet of rental equipment with total OEC of $22.5 billion for rent on an hourly, daily, weekly or monthly basis.
Our information technology systems: • enable branch personnel to (i) determine equipment availability, (ii) access all equipment within a geographic region and arrange for equipment to be delivered from anywhere in the region directly to the customer, (iii) monitor business activity on a real-time basis and (iv) obtain customized reports on a wide range of operating and financial data, including equipment utilization, rental rate trends, maintenance histories and customer transaction histories; • allow our mobile sales and service team members to support our customers efficiently while in the field; • permit customers to access and manage their accounts online; and • allow management to obtain a wide range of operational and financial data.
Our information technology systems: 5 Table of Contents • enable branch personnel to (i) determine equipment availability, (ii) access all equipment within a geographic region and arrange for equipment to be delivered from anywhere in the region directly to the customer, (iii) monitor business activity on a real-time basis and (iv) obtain customized reports on a wide range of operating and financial data, including equipment utilization, rental rate trends, maintenance histories and customer transaction histories; • allow our mobile sales and service team members to support our customers efficiently while in the field; • 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; • permit customers to access and manage their accounts online; and • allow management to obtain a wide range of operational and financial data.
Our large and diverse fleet allows us to serve large customers that require substantial quantities and/or wide varieties of equipment. We believe our ability to serve such customers should allow us to improve our performance and enhance our market leadership position.
Competitive Advantages We believe that we benefit from the following competitive advantages: Large and Diverse Rental Fleet . Our large and diverse fleet allows us to serve large customers that require substantial quantities and/or wide varieties of equipment. We believe our ability to serve such customers should allow us to improve our performance and enhance our market leadership position.
For example, voluntary employee turnover, which represents voluntary terminations during the year divided by average headcount during the year, was 11.9 percent, 12.4 percent and 13.1 percent for 2024, 2023 and 2022, respectively.
For example, voluntary employee turnover, which represents voluntary terminations during the year divided by average headcount during the year, was 10.8 percent, 11.9 percent and 12.4 percent for 2025, 2024 and 2023, respectively.
We incur ongoing expenses associated with the performance of appropriate investigation and remediation activities at certain locations. Employees Approximately 8,000 of our employees are salaried and approximately 19,900 are hourly. Collective bargaining agreements relating to approximately 164 separate locations cover approximately 1,800 of our employees.
We incur ongoing expenses associated with the performance of appropriate investigation and remediation activities at certain locations. Employees Approximately 8,200 of our employees are salaried and approximately 20,300 are hourly. Collective bargaining agreements relating to approximately 175 separate locations cover approximately 1,800 of our employees.
As the largest equipment rental company in the industry, we estimate that we have an approximate 15 percent market share, which includes the standalone, pre-acquisition revenue of Yak, in North America based on 2024 total equipment rental industry revenues (excluding party and event rentals) as measured by the ARA.
As the largest equipment rental company in the industry, we estimate that we have an approximate 15 percent market share in North America based on 2025 total equipment rental industry revenues (excluding party and event rentals) as measured by the ARA.
We also conduct an annual employee experience survey, with Peakon (a Workday company) serving as administrator, which provides information on drivers of engagement and areas where we can improve.
We also conduct an annual employee experience survey, with Peakon (a Workday company) serving as administrator, which provides information on drivers of engagement and areas where we can improve. • Employee inclusion and engagement: Our commitment to inclusion is demonstrated through many efforts.
Available Information We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, as well as our other SEC filings, available on our website, free of charge, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
We monitor employee satisfaction through ongoing surveys and consider our relationship with our employees to be good. 8 Table of Contents Available Information We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, as well as our other SEC filings, available on our website, free of charge, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
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. (4) We completed the acquisition of Ahern Rentals, Inc. (“Ahern Rentals”) in December 2022.
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.
See Item 2—Properties for further geographical detail on our branch network. Our North American network operates in 49 U.S. states and every Canadian province, and serves customers that range from Fortune 500 companies to small businesses and homeowners.
Our North American network operates in 49 U.S. states and every Canadian province, and serves customers that range from Fortune 500 companies to small businesses and homeowners.
National accounts are a subset of key accounts, which are our accounts that are managed by a single point of contact. Establishing a single point of contact for our key accounts helps us provide customer service management that is more consistent and satisfactory. 5 Table of Contents Operating Efficiencies .
National accounts are a subset of key accounts, which are our accounts that are managed by a single point of contact. Establishing a single point of contact for our key accounts helps us provide customer service management that is more consistent and satisfactory. Operating Efficiencies . We benefit from the following operating efficiencies: • Equipment Sharing Among Branches .
Estimated market share is calculated by dividing our total 2024 North American rental revenue, including the standalone, pre-acquisition revenue of Yak, by ARA’s forecasted 2024 industry revenue (excluding party and event rentals).
Estimated market share is calculated by dividing our total 2025 North American rental revenue by ARA’s forecasted 2025 industry revenue (excluding party and event rentals).
Additionally, fleet sharing allows us to be more disciplined with our capital spend. • Customer Care Center . We have a Customer Care Center (“CCC”) in Charlotte, North Carolina that handles all telephone calls to our customer service telephone line, 1-800-UR-RENTS.
We have a Customer Care Center (“CCC”) in Charlotte, North Carolina that handles all telephone calls to our customer service telephone line, 1-800-UR-RENTS.
(6) As discussed below (see “Industry Overview and Economic Outlook”), North American market share and equipment rental industry revenue are based on industry estimates (excluding party and event rentals) from the American Rental Association (“ARA”). As discussed above, in March 2024, we completed the acquisition of Yak.
(4) As discussed below (see “Industry Overview and Economic Outlook”), North American market share is based on industry estimates (excluding party and event rentals) from the American Rental Association (“ARA”). In March 2024, we completed the acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”).
Competition We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand. The North American equipment rental industry is highly fragmented and competitive. As discussed in note 4 to the consolidated financial statements, in March 2024, we completed the acquisition of Yak.
Competition We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand. The North American equipment rental industry is highly fragmented and competitive.
We believe that the expansion of our specialty business, as exhibited by our acquisition of 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 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 in note 19 to the consolidated financial statements, which is expected to close in the first quarter of 2025.
We believe that the expansion of our specialty business, as exhibited by our acquisition of 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.
Our customers can check equipment availability and pricing, and reserve equipment online, 24 hours a day, seven days a week, by accessing our equipment catalog and used equipment listing, which can be found at www.unitedrentals.com. Total Control ® .
Our national account team closely coordinates its efforts with the local sales force in each area. Online Rental Platform . Our customers can check equipment availability and pricing, and reserve equipment online, 24 hours a day, seven days a week, by accessing our equipment catalog and used equipment listing, which can be found at www.unitedrentals.com. Total Control ® .
We also have a smaller presence in Europe, Australia and New Zealand. See Item 2—Properties for further geographical detail on our rental network.
We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand, and our global branch network includes 1,768 rental locations. See Item 2—Properties for further geographical detail on our branch network.
Our sales representatives work in our branches and at our customer care center, and are responsible for calling on existing and potential customers as well as assisting our customers in planning for their equipment needs. We have ongoing programs for training our employees in sales and service skills and on strategies for maximizing the value of each transaction.
Our sales representatives work in our branches and at our customer care center, and are responsible for calling on existing and potential customers as well as assisting our customers in planning for their equipment needs.
We benefit from the following operating efficiencies: • Equipment Sharing Among Branches . Each branch within a region can access equipment located elsewhere in the region. This fleet sharing increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches.
Each branch within a region can access equipment located elsewhere in the region. This fleet sharing increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches. Additionally, fleet sharing allows us to be more disciplined with our capital spend. • Customer Care Center .
As part of its inclusion efforts, the Company is committed to supporting its military veterans and has made the fair inclusion of veterans a priority, through its veterans ERG and external partnerships.
As part of our inclusion efforts, we are committed to supporting our military veterans and have made the fair inclusion of veterans a priority.
To provide an open and frequent line of communication for all employees, we host town hall meetings and quarterly all employee conference calls, and utilize Workplace, a virtual collaboration platform for our employees, to engage with our full team. The Company also sponsors the United Compassion Fund, an employee-funded 501(c)(3) charity that provides financial assistance to fellow employees in need.
To provide an open and frequent line of communication for all employees, we host town hall meetings and quarterly all-employee conference calls, and utilize a virtual collaboration platform for our employees to engage with our full team. We recently launched a company-wide mentorship program, the UR Connections platform, enabling peer-to-peer connections both in-person and virtually.
Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals. Industry Overview and Economic Outlook United Rentals serves the following three principal end-markets for equipment rental in North America: industrial and other non-construction; commercial (or private non-residential) construction; and residential construction, which includes remodeling.
Industry Overview and Economic Outlook United Rentals serves the following three principal end-markets for equipment rental in North America: industrial and other non-construction; commercial (or private non-residential) construction; and residential construction, which includes remodeling. We also have a smaller presence in Europe, Australia and New Zealand. See Item 2—Properties for further geographical detail on our rental network.
National Account Program . Our national account sales force is dedicated to establishing and expanding relationships with large customers, particularly those with a national or multi-regional presence. Our national account team closely coordinates its efforts with the local sales force in each area. Online Rental Platform (UROne ® ) .
We have ongoing programs for training our employees in sales and service skills and on strategies for maximizing the value of each transaction. 7 Table of Contents National Account Program . Our national account sales force is dedicated to establishing and expanding relationships with large customers, particularly those with a national or multi-regional presence.
As the largest equipment rental company in the world, we have strong brand recognition, which helps us attract new customers and build customer loyalty. Geographic and Customer Diversity . We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand, and our global branch network includes 1,686 rental locations.
For information about our approach to the cybersecurity risks we face, see Item 1C- Cybersecurity and Item 1A- Risk Factors. Strong Brand Recognition . As the largest equipment rental company in the world, we have strong brand recognition, which helps us attract new customers and build customer loyalty. Geographic and Customer Diversity .
Based on industry estimates (excluding party and event rentals) from the ARA, 2024 North American equipment rental industry revenue grew an estimated 8 percent year-over-year.
In 2025, our full year rental revenue increased by 6.0 percent year-over-year. Our estimated North American market share of approximately 15 percent as of December 31, 2025, which is based on industry estimates (excluding party and event rentals) from the ARA, did not change materially from our market share as of December 31, 2024.
In 2024, employees voluntarily donated approximately $1.6 million to the fund, and employees received 845 grants totaling approximately $2.2 million. • Training and development: The Company is committed to the continual development of its employees.
We also sponsor the United Compassion 3 Table of Contents Fund, an employee-funded 501(c)(3) charity that provides financial assistance to fellow employees in need. In 2025, employees voluntarily donated approximately $1.7 million to the fund, and employees received 415 grants totaling approximately $1.4 million. • Training and development: The Company is committed to the continual development of its employees.
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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.
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(“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.
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(5) As discussed in note 4 to the consolidated financial statements, in March 2024, we completed the acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”), which was a leading provider of surface protection mats. Prior to the Yak acquisition, we did not rent material amounts of such equipment.
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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.
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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.
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There is no external benchmark reference for our Safety Commitment category. • Employee inclusion and engagement: Our commitment to inclusion is demonstrated through many efforts such as employee-led employee resource groups (“ERGs”).
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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.
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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.
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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. Competitive Advantages We believe that we benefit from the following competitive advantages: Large and Diverse Rental Fleet .
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We monitor employee satisfaction through ongoing surveys and consider our relationship with our employees to be good.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

59 edited+17 added−20 removed138 unchanged
Biggest changeWe may not be able to meet the diverse expectations and demands of all of our stakeholders, which could result in adverse publicity, harm our reputation, lead to claims against us and affect our relationships with our customers and employees, and subject us to legal and operational risks, any of which could have a material adverse effect on our business. 19 Table of Contents We are subject to risks related to our ability to meet our aspirational sustainability and safety goals, including our greenhouse gas intensity reduction goal, which, if not achieved, could damage our reputation and have an adverse effect on our financial performance.
Biggest changeWe may not be able to meet the diverse expectations and demands of all of our stakeholders, which could result in adverse publicity, harm our reputation, lead to claims against us and affect our relationships with our customers and employees, and subject us to legal and operational risks, any of which could have a material adverse effect on our business.
As a result, our access to credit under our 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.
As a result, our access to credit under 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.
These factors, in addition to general economic conditions and the factors discussed above under “Cautionary Statement Regarding Forward-Looking Statements”, include, but are not limited to: 14 Table of Contents • the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter; • changes in the size of our rental fleet and/or in the rate at which we sell our used equipment; • excess fleet in the equipment rental industry; • changes in private non-residential construction spending or government funding for infrastructure and other construction projects; • changes in demand for, or utilization of, our equipment or in the prices we charge due to changes in economic conditions, including rising inflation, competition or other factors; • changes in customer, fleet, geographic and segment mix; • commodity price pressures and the resultant increase in the cost of fuel and steel to our equipment suppliers, which can result in increased equipment costs for us; • cost increases as a result of inflation; • other cost fluctuations, such as costs for employee-related compensation and healthcare benefits; • labor shortages and/or disputes, work stoppages or other labor difficulties; • potential enactment of new legislation affecting our operations or labor relations; • supply chain or other disruptions that impact our ability to obtain equipment and other supplies for our business from our key suppliers on acceptable terms or at all; • completion of acquisitions, divestitures or recapitalizations; • increases in interest rates or the aggregate principal amount of our outstanding indebtedness, and related increases in our interest expense and our debt service obligations; • the possible need, from time to time, to record goodwill impairment charges or other write-offs or charges due to a variety of occurrences, such as the adoption of new accounting standards, the impairment of assets, rental location divestitures, dislocation in the equity and/or credit markets, consolidations or closings, restructurings, the refinancing of existing indebtedness or the buy-out of equipment leases; and • currency risks and other risks associated with international operations.
These factors, in addition to general economic conditions and the factors discussed above under “Cautionary Statement Regarding Forward-Looking Statements”, include, but are not limited to: • the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter; • changes in the size of our rental fleet and/or in the rate at which we sell our used equipment; • excess fleet in the equipment rental industry; • changes in private non-residential construction spending or government funding for infrastructure and other construction projects; • changes in demand for, or utilization of, our equipment or in the prices we charge due to changes in economic conditions, including rising inflation, competition or other factors; • changes in customer, fleet, geographic and segment mix; • commodity price pressures and the resultant increase in the cost of fuel and steel to our equipment suppliers, which can result in increased equipment costs for us; • cost increases as a result of inflation; • other cost fluctuations, such as costs for employee-related compensation and healthcare benefits; • labor shortages and/or disputes, work stoppages or other labor difficulties; • potential enactment of new legislation affecting our operations or labor relations; • supply chain or other disruptions that impact our ability to obtain equipment and other supplies for our business from our key suppliers on acceptable terms or at all; • completion of acquisitions, divestitures or recapitalizations; • increases in interest rates or the aggregate principal amount of our outstanding indebtedness, and related increases in our interest expense and our debt service obligations; • the possible need, from time to time, to record goodwill impairment charges or other write-offs or charges due to a variety of occurrences, such as the adoption of new accounting standards, the impairment of assets, rental location divestitures, dislocation in the equity and/or credit markets, consolidations or closings, restructurings, the refinancing of existing indebtedness or the buy-out of equipment leases; and • currency risks and other risks associated with international operations.
Acquisitions, including the pending acquisition of H&E, entail certain risks, including: • unrecorded liabilities of acquired companies and unidentified issues with acquired companies or acquired assets that we fail to discover during our due diligence investigations or that are not subject to indemnification or reimbursement by the seller; • greater than expected expenses, such as the need to obtain additional debt or equity financing for any transaction; • unfavorable accounting treatment and unexpected increases in taxes; • adverse effects on our ability to maintain relationships with customers, employees and suppliers; • inherent risk associated with entering a geographic area or line of business in which we have no or limited experience; • difficulty in assimilating the operations and personnel of an acquired company, or acquired assets, within our existing operations, including the consolidation of corporate and administrative functions; • difficulty in integrating marketing, information technology and other systems; • difficulty in conforming standards, controls, procedures and policies, business cultures and compensation structures; • difficulty in identifying and eliminating redundant and underperforming operations and assets; • loss of key employees of the acquired company; • operating inefficiencies that have a negative impact on profitability; • impairment of goodwill or other acquisition-related intangible assets; • failure to achieve anticipated synergies or receiving an inadequate return of capital; and • strains on management and other personnel time and resources to evaluate, negotiate and integrate acquisitions.
Acquisitions entail certain risks, including: • unrecorded liabilities of acquired companies and unidentified issues with acquired companies or acquired assets that we fail to discover during our due diligence investigations or that are not subject to indemnification or reimbursement by the seller; • greater than expected expenses, such as the need to obtain additional debt or equity financing for any transaction; • unfavorable accounting treatment and unexpected increases in taxes; • adverse effects on our ability to maintain relationships with customers, employees and suppliers; • inherent risk associated with entering a geographic area or line of business in which we have no or limited experience; • difficulty in assimilating the operations and personnel of an acquired company, or acquired assets, within our existing operations, including the consolidation of corporate and administrative functions; • difficulty in integrating marketing, information technology and other systems; • difficulty in conforming standards, controls, procedures and policies, business cultures and compensation structures; • difficulty in identifying and eliminating redundant and underperforming operations and assets; • loss of key employees of the acquired company; • operating inefficiencies that have a negative impact on profitability; • impairment of goodwill or other acquisition-related intangible assets; • failure to achieve anticipated synergies or receiving an inadequate return of capital; and • strains on management and other personnel time and resources to evaluate, negotiate and integrate acquisitions.
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 disclosure, theft and misuse of company, customer, and employee sensitive and confidential information.
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 access, disclosure, theft and misuse of company, customer, and employee sensitive and confidential information.
See also “We are exposed to a variety of claims relating to our business, and our insurance may not fully cover them.” Our rental fleet is subject to residual value risk upon disposition and may not sell at the prices or in the quantities we expect.
See also “ We are exposed to a variety of claims relating to our business, and our insurance may not fully cover them .” Our rental fleet is subject to residual value risk upon disposition and may not sell at the prices or in the quantities we expect.
URNA’s payment capacity is restricted under the covenants in our senior secured asset-based revolving credit facility (“ABL facility”), our senior secured term loan credit facility (“term loan facility”) and the indentures governing URNA’s outstanding senior notes; • affecting our ability to obtain additional financing for working capital, acquisitions or other purposes, particularly since substantially all of our assets are subject to security interests relating to existing indebtedness; • decreasing our profitability or cash flow; • causing us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions; • causing us to be disadvantaged compared to competitors with less debt and lower debt service requirements; • resulting in a downgrade in our credit rating or the credit ratings of any of the indebtedness of our subsidiaries, which could increase the cost of further borrowings; • requiring our debt to become due and payable upon a change in control; and • limiting our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes.
URNA’s payment capacity is restricted under the covenants in our senior secured asset-based revolving credit facility (“ABL facility”), our senior secured term loan credit facility (“term loan facility”) and the indentures governing URNA’s outstanding senior notes; 10 Table of Contents • affecting our ability to obtain additional financing for working capital, acquisitions or other purposes, particularly since substantially all of our assets are subject to security interests relating to existing indebtedness; • decreasing our profitability or cash flow; • causing us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions; • causing us to be disadvantaged compared to competitors with less debt and lower debt service requirements; • resulting in a downgrade in our credit rating or the credit ratings of any of the indebtedness of our subsidiaries, which could increase the cost of further borrowings; • requiring our debt to become due and payable upon a change in control; and • limiting our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes.
Although we employ security measures 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.
Although we employ security measures 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.
However, such insurance and self-insurance may not fully cover these claims for a number of reasons, including: • our insurance policies, reflecting a program structure that we believe reflects market conditions for companies of our size, are often subject to significant deductibles or self-insured retentions; • our director and officer liability insurance policy has no deductible for individual non-indemnifiable loss, but is subject to a deductible for company reimbursement coverage; • we do not currently maintain Company-wide stand-alone first party coverage for environmental liability (other than legally required and third-party site pollution coverage), since we believe the cost for such coverage is high relative to the benefit it provides; and • certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third-party lawsuits, might not be covered by our insurance.
However, such insurance and self-insurance may not fully cover these claims for a number of reasons, including: • our insurance policies, reflecting a program structure that we believe reflects market conditions for companies of our size, are often subject to significant deductibles or self-insured retentions; 20 Table of Contents • our director and officer liability insurance policy has no deductible for individual non-indemnifiable loss, but is subject to a deductible for company reimbursement coverage; • we do not currently maintain Company-wide stand-alone first party coverage for environmental liability (other than legally required and third-party site pollution coverage), since we believe the cost for such coverage is high relative to the benefit it provides; and • certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third-party lawsuits, might not be covered by our insurance.
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 new 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.
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 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.
Our collective bargaining agreements and our relationship with our union-represented employees could disrupt our ability to serve our customers, lead to higher labor costs or the payment of withdrawal liability. We currently have approximately 1,800 employees who are represented by unions and covered by collective bargaining agreements and approximately 26,100 employees who are not represented by unions.
Our collective bargaining agreements and our relationship with our union-represented employees could disrupt our ability to serve our customers, lead to higher labor costs or the payment of withdrawal liability. We currently have approximately 1,800 employees who are represented by unions and covered by collective bargaining agreements and approximately 26,700 employees who are not represented by unions.
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, 2024, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable.
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.
Our 1,433 branch locations in the United States are located in 49 states, and Puerto Rico, which exposes us to a host of different state and local regulations, in addition to federal law and regulatory and contractual requirements we face as a government contractor.
Our 1,494 branch locations in the United States are located in 49 states, and Puerto Rico, which exposes us to a host of different state and local regulations, in addition to federal law and regulatory and contractual requirements we face as a government contractor.
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 business.
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 business and financial performance.
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 12 Table of Contents payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) issuances of preferred stock of certain subsidiaries.
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 payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) issuances of preferred stock of certain subsidiaries.
New laws may add a broad array of requirements on how we handle or use information, increase our compliance obligations and impose new and greater monetary fines for privacy violations. For example, the European Union’s (“EU”) General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) has stringent data protection requirements and provides for significant penalties.
New laws may add a broad array of requirements on how we handle or use information, increase our compliance obligations and impose new 17 Table of Contents and greater monetary fines for privacy violations. For example, the European Union’s (“EU”) General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) has stringent data protection requirements and provides for significant penalties.
The extent to which these efforts and strategies will achieve our desired efficiencies and goals in 2025 and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control.
The extent to which these efforts and strategies will achieve our desired efficiencies and goals in 2026 and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control.
Risks Related to our Strategic Transactions and Investments Our growth strategies may be unsuccessful if we are unable to identify and complete future acquisitions and successfully integrate acquired businesses or assets. We have historically achieved a significant portion of our growth through acquisitions and we will continue to consider potential acquisitions on a selective basis.
Risks Related to our Strategic Transactions and Investments 12 Table of Contents Our growth strategies may be unsuccessful if we are unable to identify and complete future acquisitions and successfully integrate acquired businesses or assets. We have historically achieved a significant portion of our growth through acquisitions and we will continue to consider potential acquisitions on a selective basis.
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, disruptions during upgrades or replacements of software or hardware or integrations of acquired businesses systems, adverse acts of nature and other unexpected events.
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, 16 Table of Contents disruptions during upgrades or replacements of software or hardware or integrations of acquired businesses systems, adverse acts of nature and other unexpected events.
Under these laws, we may be liable for, among other things: (i) the costs of investigating and 21 Table of Contents 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.
Under these laws, we may be liable for, among other things: (i) the costs of investigating and 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.
Additionally, our share repurchase program 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.
Additionally, our share repurchase 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.
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 16 Table of Contents operating results would be adversely affected.
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 operating results would be adversely affected.
We include in income from operations the difference between the sales price and the depreciated value of an item of equipment sold. Changes in our assumptions regarding depreciation could change our depreciation expense, as well as the gain 20 Table of Contents or loss realized upon disposal of equipment.
We include in income from operations the difference between the sales price and the depreciated value of an item of equipment sold. Changes in our assumptions regarding depreciation could change our depreciation expense, as well as the gain or loss realized upon disposal of equipment.
In addition, the following factors, among others, could adversely impact us, our customers or our suppliers and in turn adversely affect our revenues and operating results: • a decrease in expected levels of infrastructure spending; • a lack of availability of credit; 9 Table of Contents • excess fleet in the equipment rental industry; • a decrease in the level of exploration, development, production activity and capital spending by oil and natural gas companies; • an increase in costs, including the cost of construction materials, as a result of inflation, tariffs or other factors; • an increase in interest rates; • instability in macroeconomic conditions; • adverse weather conditions, which may temporarily affect a particular region; • a prolonged shutdown of the U.S. government; • public health crises and epidemics (or concerns over the possibility of such a health crisis or epidemic), such as COVID-19; • supply chain disruptions; • terrorism or hostilities involving the United States, Canada, Europe, Australia or New Zealand; • geopolitical conflicts, such as Russia’s invasion of Ukraine and the conflict in the Middle East, and the resultant sanctions and other measures imposed in response; or • other unforeseen or catastrophic events.
In addition, the following factors, among others, could adversely impact us, our customers or our suppliers and in turn adversely affect our revenues and operating results: • a decrease in expected levels of infrastructure spending; • a lack of availability of credit; • excess fleet in the equipment rental industry; • a decrease in the level of exploration, development, production activity and capital spending by oil and natural gas companies; • an increase in costs, including the cost of construction materials, as a result of inflation, tariffs or other factors; • an increase in interest rates; • instability in macroeconomic conditions; • adverse weather conditions, which may temporarily affect a particular region; • a prolonged shutdown of the U.S. government; • public health crises and epidemics (or concerns over the possibility of such a health crisis or epidemic), such as COVID-19; • supply chain disruptions; • terrorism or hostilities involving the United States, Canada, Europe, Australia or New Zealand; • geopolitical conflicts, such as those in Ukraine and Venezuela, and the resultant sanctions and other measures imposed in response; or • other unforeseen or catastrophic events.
Although we maintain insurance coverage for various cybersecurity risks, there can be no guarantee that all costs or losses incurred will be fully insured. 18 Table of Contents Failure to comply with data privacy and protection laws and regulations could subject us to legal liability and adversely affect our reputation and our financial performance.
Although we maintain insurance coverage for various cybersecurity risks, there can be no guarantee that all costs or losses incurred will be fully insured. Failure to comply with data privacy and protection laws and regulations could subject us to legal liability and adversely affect our reputation and our financial performance.
Various unions occasionally seek to organize certain of our nonunion employees. Union organizing efforts or collective bargaining negotiations could potentially lead to work stoppages and/or slowdowns or strikes by certain of our employees, which could adversely affect our ability to serve our customers.
Various unions occasionally seek to organize certain of our nonunion employees. Union organizing efforts or collective bargaining negotiations could potentially 21 Table of Contents lead to work stoppages and/or slowdowns or strikes by certain of our employees, which could adversely affect our ability to serve our customers.
We rely on the continuous and uninterrupted performance of our and our third-party vendors’ information technology systems to be able to monitor and control our operations, adjust to changing market conditions, implement strategic initiatives and support our online ordering system.
We rely on the continuous and uninterrupted performance of our information technology systems, and those of our third-party vendors, to be able to monitor and control our operations, adjust to changing market conditions, implement strategic initiatives and support our online ordering system.
We continuously develop and enhance our controls, processes and practices to protect our systems, computers, software, data and networks from attack, damage, vulnerabilities or unauthorized access. This continued development and enhancement requires us to expend significant resources.
We continuously develop and enhance our controls, processes and practices that are designed to protect our systems, computers, software, data and networks from attack, damage, vulnerabilities or unauthorized access. This continued development and enhancement requires us to expend significant resources.
Future debt agreements we enter into may include similar provisions. These restrictions may cause us to suspend or cease 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 Board of Directors.
Future debt agreements we enter into may include similar provisions. These restrictions may cause us to suspend or cease 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 board of directors (“Board of Directors”).
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.
In such event, unless we are able to refinance the 11 Table of Contents 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.
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 10 Table of Contents result in higher costs to us for transporting equipment from one branch to another branch.
Accordingly, our business in the past has been, and in the future could be, adversely affected by limitations on fuel supplies or significant increases in fuel prices that result in higher costs to us for transporting equipment from one branch to another branch.
The existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock.
The existence of share repurchase programs could cause our stock price to be higher than it would be in the absence of such programs and could potentially reduce the market liquidity for our stock.
A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. As a result, increases in market interest rates increase our interest expense and our debt service obligations. At December 31, 2024, we had $4.3 billion of indebtedness that bore interest at variable rates.
A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. As a result, increases in market interest rates increase our interest expense and our debt service obligations. At December 31, 2025, we had $4.1 billion of indebtedness that bore interest at variable rates.
Our failure to address these risks or other problems encountered in connection with any past or future acquisitions, including the pending acquisition of H&E, 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.
Our failure to address these risks or other problems encountered in connection with any past or future 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.
Although we have insurance to protect ourselves against claims in connection with these activities, we cannot guarantee that any insurance coverage will be sufficient or that we will continue to be able to obtain such coverage at reasonable rates or at all.
Although we have insurance to protect ourselves against claims in connection with these activities, we cannot guarantee that any insurance 19 Table of Contents coverage will be sufficient or that we will continue to be able to obtain such coverage at reasonable rates or at all.
Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness. Our charter provisions, as well as other factors, may affect the likelihood of a takeover or change of control of the Company.
Although our share repurchase programs are intended to enhance long-term stockholder value, there is no assurance that they will do so and short-term stock price fluctuations could reduce the effectiveness of the programs. Our charter provisions, as well as other factors, may affect the likelihood of a takeover or change of control of the Company.
If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results. At December 31, 2024, we had $6.9 billion of goodwill on our consolidated balance sheet. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations.
If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results. At December 31, 2025, we had $7.1 billion of goodwill on our consolidated balance sheet. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations.
Specialty segment revenues constituted 29.3 percent of our revenues for the year ended December 31, 2024, as compared to 7.3 percent of our revenues for the year ended December 31, 2013.
Specialty segment revenues constituted 31.7 percent of our revenues for the year ended December 31, 2025, as compared to 7.3 percent of our revenues for the year ended December 31, 2013.
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.
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.
Our competitors include small, independent businesses with one or two rental locations, regional competitors that operate in one or more states, national and global companies or divisions of national and global companies, and equipment vendors and dealers who both sell and rent equipment directly to customers.
The equipment rental industry is highly fragmented and competitive. Our competitors include small, independent businesses with one or two rental locations, regional competitors that operate in one or more states, national and global companies or divisions of national and global companies, and equipment vendors and dealers who both sell and rent equipment directly to customers.
We may 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.
We may 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 incur substantially more indebtedness in the future and such indebtedness may be secured indebtedness.
Our common stock price has fluctuated significantly and may continue to do so in the future for a number of reasons, including: • fluctuations in the results of our operations and general conditions in the economy, our market, and the markets served by our customers; • announcements of developments related to our business; • market perceptions of any proposed merger or acquisition and the likelihood of our involvement in other merger and acquisition activity; • variations in our revenues, gross margins, earnings or other financial results from investors’ expectations; • departure of key personnel; • purchases or sales of large blocks of our stock by institutional investors or transactions by insiders; • investor perceptions of the equipment rental industry in general and our Company in particular; • fluctuations in the prices of oil and natural gas; • expectations regarding our share repurchase program; • changes in our dividend policy; and • the operating and stock performance of comparable companies or related industries.
Our common stock price has fluctuated significantly and may continue to do so in the future for a number of reasons, including: • fluctuations in the results of our operations and general conditions in the economy, our market, and the markets served by our customers; • announcements of developments related to our business; • market perceptions of any proposed merger or acquisition and the likelihood of our involvement in other merger and acquisition activity; • variations in our revenues, gross margins, earnings or other financial results from investors’ expectations; • departure of key personnel; • purchases or sales of large blocks of our stock by institutional investors or transactions by insiders; • investor perceptions of the equipment rental industry in general and our Company in particular; • fluctuations in the prices of oil and natural gas; • expectations regarding our share repurchase programs and the amount of share repurchases thereunder; • changes in our dividend policy; and • the operating and stock performance of comparable companies or related industries. 14 Table of Contents In addition, prices in the stock market have been volatile over the past few years.
Our revenues and operating results may fluctuate from quarter to quarter or over the longer term due to a number of factors, which could adversely affect the trading value of our securities.
Risks Related to our Securities Our operating results may fluctuate, which could affect the trading value of our securities. 13 Table of Contents Our revenues and operating results may fluctuate from quarter to quarter or over the longer term due to a number of factors, which could adversely affect the trading value of our securities.
These factors have in the past resulted, and could in the future result, in, among other things, weakness in our end-markets, reduced customer demand for equipment rentals, reduced availability and productivity of our employees, increased costs, delayed payments from our customers and uncollectible accounts, impacts to previously announced strategic plans or impacts to our ability to access funds from financial institutions and capital markets on terms favorable to us, or at all.
These factors have in the past resulted, and could in the future result, in, among other things, weakness in our end-markets, reduced customer demand for equipment rentals, reduced availability and productivity of our employees, increased costs, delayed payments from our customers and uncollectible accounts, impacts to previously announced strategic plans or impacts to our ability to access funds from financial institutions and capital markets on terms favorable to us, or at all. 9 Table of Contents Our industry is highly competitive, and competitive pressures have in the past led, and could lead again in the future, to a decrease in our market share or in the prices that we can charge.
In addition to cash we generate from our business, our principal existing sources of cash are borrowings available under the ABL facility and the accounts receivable securitization facility.
In addition to cash we generate from our business, our principal existing sources of 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.
For a discussion of our goodwill impairment testing, see “Critical Accounting Policies-Evaluation of Goodwill Impairment” in Part II, Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations. Risks Related to our Securities Our operating results may fluctuate, which could affect the trading value of our securities.
For a discussion of our goodwill impairment testing, see “Critical Accounting Policies-Evaluation of Goodwill Impairment” in Part II, Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations.
We depend on the security of our and our third-party vendors’ information technology systems to support numerous business processes and activities, including our online ordering system. There are numerous cybersecurity risks 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.
There are numerous cybersecurity risks 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.
Further, a worsening of economic conditions would be expected to result in increased delinquencies and credit losses, which could exacerbate adverse impacts on our business and operating results. Turnover of members of our management and our ability to attract and retain key personnel may adversely affect our ability to efficiently manage our business and execute our strategy.
Further, a worsening of economic conditions would be expected to result in increased delinquencies and credit losses, which could exacerbate adverse impacts on our business and operating results.
We would expect to pay for any future acquisitions using cash, capital stock, net proceeds from the issuance of notes, borrowings under our credit facilities and/or assumption of indebtedness. 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 would expect to pay for any future acquisitions using cash, capital stock, net proceeds from the issuance of notes, borrowings under our credit facilities and/or assumption of indebtedness.
Furthermore, changes in customer demand could cause certain of our existing equipment to become obsolete and require us to purchase new equipment at increased costs. 17 Table of Contents Disruptions in our or our third-party vendors’ information technology systems 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.
Disruptions in our information technology systems, or those of our third-party 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.
There can be no assurance that we will be able to identify suitable 13 Table of Contents acquisition opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us.
From time to time we have also approached, or have been approached by, other public companies or large privately-held companies to explore consolidation opportunities. 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.
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 amount of borrowings permitted at any time under our ABL facility and the accounts receivable securitization facility is limited to a periodic borrowing base valuation of the collateral thereunder.
The amount of borrowings permitted at any time under the ABL facility and the accounts receivable securitization facility is limited to a periodic borrowing base valuation of the collateral thereunder. 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.
While we have invested in the administration of programs and physical loss prevention improvements to mitigate the risk of natural disasters causing disruption to our ability to serve our customers and communities in times of need, extended periods of disruptions could have an adverse effect on our results of operations. We anticipate that these risks will increase over time.
While we have invested in the administration of programs and physical loss prevention improvements to mitigate the risk of natural disasters causing disruption to our ability to serve our customers and communities in times of need, extended periods of disruptions could have an adverse effect on our results of operations. 18 Table of Contents Regulators’ and stakeholders’ requirements and expectations on environmental, social and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations may have a material adverse impact on our results of operations.
Our success is dependent, in part, on the experience and skills of our management team, and competition in our industry and the business world for top management talent is generally significant. Although we believe we generally have competitive pay packages, we can provide no assurance that our efforts to attract and retain our senior management staff will be successful.
Although we believe we generally have competitive pay packages, we can provide no assurance that our efforts to attract and retain our senior management staff will be successful.
As of December 31, 2024, our variable rate indebtedness represented 32 percent of our total indebtedness. See Item 7A—Quantitative and Qualitative Disclosures about Market Risk for additional information related to interest rate risk. To service our indebtedness, we require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.
As of December 31, 2025, our variable rate indebtedness represented 29 percent of our total indebtedness. See Item 7A—Quantitative and Qualitative Disclosures about Market Risk for additional information related to interest rate risk. We may not be able to refinance our indebtedness on favorable terms, or at all.
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.
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.
As a result, the price of our common stock could fluctuate in the future without regard to our operating performance. 15 Table of Contents 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 certain cases, the fluctuations have been unrelated to the operating performance of the affected companies. As a result, the price of our common stock could fluctuate in the future without regard to our operating performance. Share repurchases could increase the volatility of the price of our common stock and could diminish our cash reserves.
The repurchase program may be limited, suspended or discontinued at any time without prior notice. In addition, repurchases of our common stock pursuant to our share repurchase program could affect our stock price and increase its volatility.
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. Repurchases of our common stock pursuant to our share repurchase programs could affect our stock price and increase its volatility.
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.
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.
Removed
Our industry is highly competitive, and competitive pressures have in the past led, and could lead again in the future, to a decrease in our market share or in the prices that we can charge. The equipment rental industry is highly fragmented and competitive.
Added
At December 31, 2025, our total indebtedness was $14.2 billion.
Removed
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).
Added
In April 2025, our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under this program began in April 2025.
Removed
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.
Added
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.
Removed
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.
Added
We have completed $1.65 billion of repurchases under the program as of December 31, 2025, and expect 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.
Removed
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; 11 Table of Contents • selling assets; or • restructuring or refinancing our indebtedness.
Added
Turnover of members of our management and our ability to attract and retain key personnel may adversely affect our ability to efficiently manage our business and execute our strategy. 15 Table of Contents Our success is dependent, in part, on the experience and skills of our management team, and competition in our industry and the business world for top management talent is generally significant.
Removed
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. We may not be able to refinance our indebtedness on favorable terms, or at all.
Added
Furthermore, changes in customer demand could cause certain of our existing equipment to become obsolete and require us to purchase new equipment at increased costs.
Removed
Despite our indebtedness level, we may be able to incur substantially more indebtedness in the future and such indebtedness may be secured indebtedness.
Added
We depend on the security of our information technology systems, and those of our third-party vendors, to support numerous business processes and activities, including our online ordering system.
Removed
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.
Added
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.
Removed
From time to time we have also approached, or have been approached by, other public companies or large privately-held companies to explore consolidation opportunities.
Added
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.
Removed
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.
Added
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.
Removed
In addition, prices in the stock market have been volatile over the past few years. In certain cases, the fluctuations have been unrelated to the operating performance of the affected companies.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

13 edited+1 added−0 removed7 unchanged
Biggest changeIn the event we identify a cybersecurity incident, we have defined procedures to respond to and remediate such incident. These policies and procedures go through an internal review process and are approved by appropriate members of management. The Company’s Chief Information Officer is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Board.
Biggest changeIn the event we identify a cybersecurity incident, we have defined procedures to respond to and attempt to remediate such incident. These policies and procedures go through an internal review process and are approved by appropriate members of management.
The Audit Committee’s annual review also includes review of recent enhancements to the Company’s defenses and management’s progress on its cybersecurity strategic roadmap. In addition, the Board 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.
The Audit Committee’s annual review also includes review of recent enhancements to the Company’s defenses and management’s progress on its cybersecurity strategic roadmap. In addition, the Board 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.
The Audit Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks. The Audit Committee performs an annual review of the Company’s cybersecurity program, which includes discussion of management’s actions to identify and detect threats, as well as planned actions in the event of a response or recovery situation.
The Audit Committee and the full Board of Directors actively participate in discussions with management and amongst themselves regarding cybersecurity risks. The Audit Committee performs an annual review of the Company’s cybersecurity program, which includes discussion of management’s actions to identify and detect threats, as well as planned actions in the event of a response or recovery situation.
Our Internal Audit team conducts an annual review of third-party hosted applications with a specific focus on any sensitive data shared with third parties. The internal business owners of the hosted applications are required to document user access reviews at least annually and provide from the vendor a System and Organization Controls (SOC) 1 or SOC 2 report.
Our Internal Audit team conducts an annual review of third-party hosted applications with a specific focus on any sensitive data shared with third parties. The internal business owners of the hosted applications are required to document user access reviews at least annually and request from the vendor a System and Organization Controls (SOC) 1 or SOC 2 report.
Further, at least annually, the Board 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 with its cybersecurity and data privacy oversight responsibilities, the Board periodically hosts experts for presentations on these topics.
Further, at least annually, the Board 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 of Directors with its cybersecurity and data privacy oversight responsibilities, the Board of Directors periodically hosts experts for presentations on these topics.
These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property. In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with use of third-party service providers.
These tests and assessments are useful tools for maintaining a robust cybersecurity program that is designed to protect our investors, customers, employees, vendors, and intellectual property. In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with use of third-party service providers.
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 “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 incidents” in Item 1A- Risk Factors.
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 “ 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 incidents ” in Item 1A- Risk Factors.
Our cybersecurity risk management program leverages the National Institute of Standards and Technology (“NIST”) framework, which organizes cybersecurity risks into six categories: govern, identify, protect, detect, respond and recover. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation.
Our cybersecurity risk management program 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. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation.
For example, in 2024, the Board hosted an expert to discuss developments in the cybersecurity threat landscape and current cybersecurity trends across industries. 23 Table of Contents We face a number of cybersecurity risks in connection with our business.
For example, in 2025, the Board of Directors hosted an expert to discuss developments in the cybersecurity threat landscape and current cybersecurity trends across industries. 23 Table of Contents We face a number of cybersecurity risks in connection with our business.
Item 1C. Cybersecurity We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors (the “Board”).
Item 1C. Cybersecurity We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors.
The Board, 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 to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner.
The 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 that are designed to adapt to the changing cybersecurity landscape and to respond to emerging threats in a timely and effective manner.
Our Chief Information Officer 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.
Our 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 also require employees in certain roles to complete additional role-based, specialized cybersecurity trainings. We have continued to expand investments in IT security to mitigate cybersecurity risks, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts.
We also require employees in certain roles to complete additional role-based, specialized cybersecurity trainings. We have continued to expand investments in IT security to attempt to mitigate cybersecurity risks, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, using AI for automated threat detection and response, as well as engaging experts.
Added
Our vice president (“VP”) of IT is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Board of Directors.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed3 unchanged
Biggest changeUnited States ● Alabama (GR 33, S 10) ● Maine (GR 4, S 1) ● Oklahoma (GR 26, S 9) ● Alaska (GR 2) ● Maryland (GR 16, S 8) ● Oregon (GR 13, S 7) ● Arizona (GR 24, S 9) ● Massachusetts (GR 19, S 6) ● Pennsylvania (GR 24, S 9) ● Arkansas (GR 14, S 4) ● Michigan (GR 12, S 8) ● Puerto Rico (GR 2) ● California (GR 95, S 44) ● Minnesota (GR 13, S 5) ● Rhode Island (GR 2) ● Colorado (GR 17, S 6) ● Mississippi (GR 14, S 4) ● South Carolina (GR 30, S 10) ● Connecticut (GR 7, S 3) ● Missouri (GR 22, S 9) ● South Dakota (GR 2) ● Delaware (GR 3, S 1) ● Montana (GR 2) ● Tennessee (GR 33, S 14) ● Florida (GR 61, S 37) ● Nebraska (GR 5, S 2) ● Texas (GR 123, S 51) ● Georgia (GR 40, S 15) ● Nevada (GR 16, S 10) ● Utah (GR 10, S 5) ● Idaho (GR 7, S 5) ● New Hampshire (GR 1, S 2) ● Vermont (GR 2, S 1) ● Illinois (GR 17, S 11) ● New Jersey (GR 13, S 10) ● Virginia (GR 28, S 17) ● Indiana (GR 15, S 5) ● New Mexico (GR 9, S 5) ● Washington (GR 26, S 12) ● Iowa (GR 10, S 4) ● New York (GR 26, S 7) ● West Virginia (GR 8, S 4) ● Kansas (GR 16, S 5) ● North Carolina (GR 36, S 14) ● Wisconsin (GR 11, S 7) ● Kentucky (GR 14, S 6) ● North Dakota (GR 5) ● Wyoming (GR 5) ● Louisiana (GR 42, S 15) ● Ohio (GR 25, S 16) Canada Europe Australasia ● Alberta (GR 24, S 12) ● Belgium (S 7) ● Australia (S 37) ● British Columbia (GR 26, S 7) ● France (S 6) ● New Zealand (S 19) ● Manitoba (GR 5, S 2) ● Germany (S 7) ● New Brunswick (GR 5, S 1) ● Netherlands (S 15) ● Newfoundland (GR 5) ● United Kingdom (S 4) ● Nova Scotia (GR 4, S 1) ● Ontario (GR 30, S 10) ● Prince Edward Island (GR 1) ● Quebec (GR 10, S 6) ● Saskatchewan (GR 7, S 2) Our branch locations generally include facilities for displaying equipment and, depending on the location, may include separate areas for equipment service, storage and displaying contractor supplies.
Biggest changeUnited States ● Alabama (GR 32, S 11) ● Maine (GR 4, S 2) ● Oklahoma (GR 26, S 10) ● Alaska (GR 2) ● Maryland (GR 16, S 8) ● Oregon (GR 14, S 7) ● Arizona (GR 23, S 9) ● Massachusetts (GR 22, S 5) ● Pennsylvania (GR 24, S 10) ● Arkansas (GR 14, S 5) ● Michigan (GR 12, S 10) ● Puerto Rico (GR 2) ● California (GR 95, S 44) ● Minnesota (GR 13, S 5) ● Rhode Island (GR 3) ● Colorado (GR 17, S 6) ● Mississippi (GR 14, S 5) ● South Carolina (GR 32, S 12) ● Connecticut (GR 9, S 3) ● Missouri (GR 23, S 10) ● South Dakota (GR 2) ● Delaware (GR 3, S 1) ● Montana (GR 2) ● Tennessee (GR 32, S 17) ● Florida (GR 62, S 38) ● Nebraska (GR 5, S 2) ● Texas (GR 127, S 57) ● Georgia (GR 42, S 18) ● Nevada (GR 18, S 10) ● Utah (GR 10, S 6) ● Idaho (GR 7, S 5) ● New Hampshire (GR 1, S 4) ● Vermont (GR 2, S 1) ● Illinois (GR 16, S 10) ● New Jersey (GR 12, S 11) ● Virginia (GR 31, S 17) ● Indiana (GR 16, S 8) ● New Mexico (GR 9, S 5) ● Washington (GR 27, S 14) ● Iowa (GR 12, S 4) ● New York (GR 27, S 9) ● West Virginia (GR 9, S 5) ● Kansas (GR 16, S 5) ● North Carolina (GR 36, S 15) ● Wisconsin (GR 13, S 8) ● Kentucky (GR 13, S 6) ● North Dakota (GR 5) ● Wyoming (GR 5) ● Louisiana (GR 38, S 18) ● Ohio (GR 26, S 17) Canada Europe Australasia ● Alberta (GR 24, S 12) ● Belgium (S 5) ● Australia (S 45) ● British Columbia (GR 26, S 9) ● France (S 7) ● New Zealand (S 19) ● Manitoba (GR 5, S 3) ● Germany (S 8) ● New Brunswick (GR 6, S 1) ● Netherlands (S 17) ● Newfoundland (GR 5) ● United Kingdom (S 4) ● Nova Scotia (GR 5, S 1) ● Ontario (GR 31, S 13) ● Prince Edward Island (GR 1) ● Quebec (GR 10, S 8) ● Saskatchewan (GR 7, S 2) Our branch locations generally include facilities for displaying equipment and, depending on the location, may include separate areas for equipment service, storage and displaying contractor supplies.
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 20,000 square feet under a lease that expires in 2029.
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 22,000 square feet under a lease that expires in 2029.
We own 127 of our branch locations and lease the other branch locations. We also lease or own other premises used for purposes such as district and regional offices and service centers. 24 Table of Contents We have a fleet of approximately 17,300 vehicles. These vehicles are used for delivery, maintenance, management and sales functions.
We own 137 of our branch locations and lease the other branch locations. We also lease or own other premises used for purposes such as district and regional offices and service centers. 24 Table of Contents We have a fleet of approximately 18,200 vehicles. These vehicles are used for delivery, maintenance, management and sales functions.
Item 2. Properties As of January 1, 2025, we operated 1,686 rental locations. 1,433 of these locations are in the United States, 158 are in Canada, 39 are in Europe and 56 are in our Australasia network (which is comprised of our locations in Australia and New Zealand).
Item 2. Properties As of January 1, 2026, we operated 1,768 rental locations. 1,494 of these locations are in the United States, 169 are in Canada, 41 are in Europe and 64 are in our Australasia network (which is comprised of our locations in Australia and New Zealand).

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 3. Legal Proceedings A description of legal proceedings can be found in note 15 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.
Biggest changeItem 3. Legal Proceedings A description of legal proceedings can be found in note 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

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+3 added−1 removed0 unchanged
Biggest changeWe 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. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock.
Biggest changeThe amount in the table above reflects the remaining authorization as of December 31, 2025 under the current $2.0 billion share repurchase program. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” As of January 1, 2025, there were 62 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” As of January 1, 2026, there were 58 holders of record of our common stock.
The number of beneficial owners is substantially greater than the number of record holders because a large portion of our common stock is held of record in broker “street names.” Issuer Purchases of Equity Securities The following table provides information about acquisitions of Holdings’ common stock by Holdings during the fourth quarter of 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2) 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 (1) In October 2024, November 2024 and December 2024, 229, 31,722 and 2,234 shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards.
The number of beneficial owners is substantially greater than the number of record holders because a large portion of our common stock is held of record in broker “street names.” Issuer Purchases of Equity Securities The following table provides information about acquisitions of Holdings’ common stock by Holdings during the fourth quarter of 2025: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2) 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 (1) In October 2025, November 2025 and December 2025, 404, 15,560 and 1,289 shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards.
These shares were not acquired pursuant to any repurchase plan or program. (2) On January 24, 2024, our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under this program began in March 2024. We have paused repurchases under the program due to our pending acquisition of H&E.
These shares were not acquired pursuant to any repurchase plan or program. (2) On April 23, 2025, our Board of Directors authorized a $1.5 billion share repurchase program.
The repurchases above (as well as the total program size) do not include the excise tax, which totaled $13 million for the year ended December 31, 2024. Equity Compensation Plans For information regarding equity compensation plans, see Item 12 of this annual report on Form 10-K. 25 Table of Contents
Equity Compensation Plans For information regarding equity compensation plans, see Item 12 of this annual report on Form 10-K. 25 Table of Contents
Removed
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.
Added
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.
Added
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.
Added
The repurchases above (as well as the program sizes) do not include the excise tax, which totaled $18 million for the year ended December 31, 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).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

120 edited+27 added−27 removed87 unchanged
Biggest changeIn 2024, 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 12 to the consolidated financial statements for further discussion of our debt instruments): • Issued $1.1 billion aggregate principal amount of 6 1 / 8 percent Senior Notes due 2034.
Biggest changeIn 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.
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.
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.
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.
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.
As of December 31, 2024, 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.
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.
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, 2024, 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 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 current total indebtedness leverage ratio (as defined in the applicable debt agreements) and usage of the ABL facility as of December 31, 2024, 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 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.
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; 27 Table of Contents • A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement .
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 .
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, 2024).
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).
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.
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.
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 2025. The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects.
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.
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, 2024, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable.
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.
(3) As of December 31, 2024, 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.
(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.
In connection with our goodwill impairment test that was conducted as of October 1, 2023, we bypassed the optional qualitative assessment for each reporting unit and quantitatively compared the fair values of our reporting units with their carrying amounts.
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.
For the three years in the period ended December 31, 2024, sales of contractor supplies represented approximately 1 percent of our total revenues. 2024 sales of contractor supplies did not change significantly from 2023. Service and other revenues .
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 .
Sources and Uses of Cash . 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.
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.
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.
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.
Delivery and pick-up revenue, which represented approximately eight percent of equipment rental revenue in 2024, 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.
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.
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 $29.
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.
For the five year period ended December 31, 2024, 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.
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.
As discussed in note 5 to our consolidated financial statements, our general rentals reporting segment reflects the aggregation of four geographic divisions—Central, Northeast, Southeast and West.
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.
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, 2024, 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 ($4 or less for each year).
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).
Historically, there have occasionally been variances in the levels of equipment rentals gross margins achieved by these divisions, though such variances have generally been small (close to or less than 10 percent, measured versus the equipment rentals gross margins of the aggregated general rentals' divisions).
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).
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 17 percent of equipment rental revenue in 2024.
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.
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.
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.
Net income . Net income and diluted earnings per share for each of the three years in the period ended December 31, 2024 are presented below.
Net income and diluted earnings per share for each of the three years in the period ended December 31, 2025 are presented below.
Critical Accounting Policies 32 Table of Contents 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.
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 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.
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.
As discussed below, we regularly review for impairments. 33 Table of Contents 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.
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.
As of December 31, 2024, we had cash and cash equivalents of $457. Cash equivalents at December 31, 2024 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.
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.
(“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.
(“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.
See note 12 to the consolidated financial statements for further debt information, and note 13 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, 2024.
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.
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 $44 or $66, respectively. Acquisition Accounting .
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 .
Under our accounts receivable securitization facility, we are required, among other things, to maintain certain 41 Table of Contents financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.
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.
Our credit ratings as of January 27, 2025 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.
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.
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 $297 or $391, respectively.
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.
Net payments for rental capital expenditures (defined as payments for purchases of rental equipment less the proceeds from sales of rental equipment) were $2.232 billion, $2.140 billion and $2.471 billion in 2024, 2023 and 2022, respectively. To access the capital markets, we rely on credit rating agencies to assign ratings to our securities as an indicator of credit quality.
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.
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.
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.
See note 3 to our consolidated financial statements for further discussion of our revenue recognition accounting. 2024 total revenues of $15.3 billion increased 7.1 percent compared with 2023. 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, 2024).
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).
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.
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.
We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $4.070 billion, (ii) purchase other companies for $574, (iii) purchase shares of our common stock for $1.070 billion and (iv) pay dividends of $406.
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.
Since 2012, we have repurchased a total of $7.478 billion (inclusive of immaterial excise taxes, which were first imposed in 2023) of Holdings' common stock under our share repurchase programs (comprised of eight programs that have ended and the current program).
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 goodwill impairment testing as of this date indicated that all of our reporting units, excluding our Mobile Storage reporting unit, had estimated fair values which exceeded their respective carrying amounts by at least 54 percent.
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.
(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. The increase in 2023 primarily reflects the impact of the Ahern Rentals 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.
SG&A expense as a percentage of revenue for the year ended December 31, 2024 was flat 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.
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.
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. (4) We completed the acquisition of Ahern Rentals in December 2022.
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.
On January 29, 2025, our Board of Directors declared a quarterly dividend of $1.79 per share, payable on February 26, 2025 to stockholders of record as of February 12, 2025. 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.
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.
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, 2024: 38 Table of Contents Year Ended December 31, Change 2024 2023 2022 2024 2023 Selling, general and administrative (“SG&A”) expense $ 1,645 $ 1,527 $ 1,400 7.7% 9.1% SG&A expense as a percentage of revenue 10.7 % 10.7 % 12.0 % — bps (130) bps Restructuring charge 3 28 — (89.3)% — Non-rental depreciation and amortization 437 431 364 1.4% 18.4% Interest expense, net 691 635 445 8.8% 42.7% Other income, net (14) (19) (15) (26.3)% 26.7% Provision for income taxes 813 787 697 3.3% 12.9% Effective tax rate 24.0 % 24.5 % 24.9 % (50) bps (40) 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.
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.
Segment equipment rentals gross profit and gross margin for each of the three years in the period ended December 31, 2024 were as follows: General rentals Specialty Total 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 % 2022 Equipment Rentals Gross Profit $ 2,905 $ 1,340 $ 4,245 Equipment Rentals Gross Margin 39.6 % 48.4 % 42.0 % General rentals.
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.
Year Ended December 31, 2024 2023 2022 Tax rate applied to items below 25.3 % 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) $ (143) $ (2.14) $ (160) $ (2.33) $ (126) $ (1.79) Impact on depreciation related to acquired fleet and property and equipment (2) (102) (1.53) (113) (1.65) (40) (0.56) Impact of the fair value mark-up of acquired fleet (3) (47) (0.71) (81) (1.17) (20) (0.29) Restructuring charge (4) (2) (0.04) (21) (0.31) — — Asset impairment charge (5) (3) (0.05) — — (2) (0.03) Loss on repurchase/redemption/amendment of debt (6) (1) (0.01) — — (13) (0.18) (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).
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).
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 both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA.
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.
Revenues for each of the three years in the period ended December 31, 2024 were as follows: 31 Table of Contents Year Ended December 31, Change 2024 2023 2022 2024 2023 Equipment rentals* $ 13,029 $ 12,064 $ 10,116 8.0% 19.3% Sales of rental equipment 1,521 1,574 965 (3.4)% 63.1% Sales of new equipment 282 218 154 29.4% 41.6% Contractor supplies sales 155 146 126 6.2% 15.9% Service and other revenues 358 330 281 8.5% 17.4% Total revenues $ 15,345 $ 14,332 $ 11,642 7.1% 23.1% *Equipment rentals variance components: Year-over-year change in average OEC 3.5% 21.9% Assumed year-over-year inflation impact (1) (1.5)% (1.5)% Fleet productivity (2) 4.1% (0.7)% Contribution from ancillary and re-rent revenue (3) 1.9% (0.4)% Total change in equipment rentals 8.0% 19.3% *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 change in equipment rentals 11.3% _________________ (1) Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost.
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.
The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA: Year Ended December 31, 2024 2023 2022 Net income $ 2,575 $ 2,424 $ 2,105 Provision for income taxes 813 787 697 Interest expense, net 691 635 445 Depreciation of rental equipment 2,466 2,350 1,853 Non-rental depreciation and amortization 437 431 364 EBITDA 6,982 6,627 5,464 Restructuring charge (1) 3 28 — Stock compensation expense, net (2) 112 94 127 Impact of the fair value mark-up of acquired fleet (3) 63 108 27 Adjusted EBITDA $ 7,160 $ 6,857 $ 5,618 Net income margin 16.8 % 16.9 % 18.1 % Adjusted EBITDA margin 46.7 % 47.8 % 48.3 % The table below provides a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA: 30 Table of Contents Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 4,546 $ 4,704 $ 4,433 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) (14) (13) Gain on sales of rental equipment 710 786 566 Gain on sales of non-rental equipment 17 21 9 Insurance proceeds from damaged equipment 51 38 32 Restructuring charge (1) (3) (28) — Stock compensation expense, net (2) (112) (94) (127) Loss on repurchase/redemption/amendment of debt (4) (1) — (17) Changes in assets and liabilities 121 107 (151) Cash paid for interest 674 614 406 Cash paid for income taxes, net 994 493 326 EBITDA 6,982 6,627 5,464 Add back: Restructuring charge (1) 3 28 — Stock compensation expense, net (2) 112 94 127 Impact of the fair value mark-up of acquired fleet (3) 63 108 27 Adjusted EBITDA $ 7,160 $ 6,857 $ 5,618 _________________ (1) This primarily reflects severance and branch closure charges associated with our restructuring programs.
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.
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.
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.
Sales of new equipment . For the three years in the period ended December 31, 2024, sales of new equipment represented approximately 2 percent of our total revenues. 2024 sales of new equipment of $282 increased 29.4 percent from 2023, primarily due to the impact of the Yak acquisition and supply chain normalization. Contractor supplies sales .
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 .
As of December 31, 2024, the indebtedness of our non-guarantors was comprised of (i) $1.085 billion of outstanding borrowings by the SPV in connection with the Company’s accounts receivable securitization facility, (ii) $104 of outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $11 of finance leases of our non-guarantor 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.
For the three years in the period ended December 31, 2024, general rentals accounted for 71 percent of total equipment rentals and 66 percent of total equipment rentals gross profit.
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.
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.
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.
Equipment rentals represented 85 percent of total revenues in 2024. 2024 equipment rentals of $13.0 billion increased 8.0 percent year-over-year, primarily due to a 4.1 percent increase in fleet productivity, which includes the impact of the Yak acquisition, and a 3.5 percent increase in average OEC. Fleet productivity increased 2.7 percent excluding the impact of the Yak acquisition.
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.
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 did not pay any dividends prior to 2023, and during 2024 and 2023, we paid dividends totaling $434 ($6.52 per share) and $406 ($5.92 per share), respectively.
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.
Gross margins by revenue classification were as follows: Year Ended December 31, Change 2024 2023 2022 2024 2023 Total gross margin 40.1% 40.6% 42.9% (50) bps (230) bps Equipment rentals 39.9% 39.9% 42.0% — bps (210) bps Sales of rental equipment 46.7% 49.9% 58.7% (320) bps (880) bps Sales of new equipment 18.8% 17.9% 19.5% 90 bps (160) bps Contractor supplies sales 33.5% 32.2% 33.3% 130 bps (110) bps Service and other revenues 38.3% 38.5% 40.2% (20) bps (170) bps 2024 gross margin of 40.1 percent decreased 50 basis points from 2023.
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.
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.
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.
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).
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.
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.
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.
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.
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.
Results of Operations As discussed in note 5 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.
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.
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 acquired fleet. See below for further detail on each adjusting item.
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.
(2) As discussed in note 12 to the consolidated financial statements, the accounts receivable securitization facility expires on June 24, 2025 and may be extended on a 364-day basis by mutual agreement with the purchasers under the facility.
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.
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.
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.
As of December 31, 2024, there were no open 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.
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.
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 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.
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.
For the year ended December 31, 2024, general rentals’ equipment rentals gross profit increased by $13, and equipment rentals gross margin decreased by 50 basis points, from 2023, primarily due to the impact of inflation and normal cost variability, including increases in insurance and certain other costs. Specialty .
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 .
Equipment rentals gross margin for 2024 was flat year-over-year. Gross margin from sales of rental equipment decreased 320 basis points from 2023, which primarily reflected the continued normalization of the used equipment market, including pricing.
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.
Equipment rentals increased 8.0 percent, primarily due to a 4.1 percent increase in fleet productivity, which includes the impact of the Yak acquisition, and a 3.5 percent increase in average OEC. Fleet productivity increased 2.7 percent excluding the impact of the Yak acquisition. Sales of rental equipment did not change significantly year-over-year.
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.
For additional information on the restructuring charges, which generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition, see “Results of Operations-Other costs/(income)-restructuring charges” below. The amounts above primarily reflect charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.
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.
For additional information on the restructuring charges, which generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition, see “Results of Operations-Other costs/(income)-restructuring charges” below. The amounts above primarily reflect charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.
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.
Prepaid expenses and other assets increased by $100, or 74.1 percent, from December 31, 2023 to December 31, 2024, primarily due to an increase in income taxes receivable which reflected required tax payments exceeding the estimated tax accruals (see note 6 to the consolidated financial statements for further detail).
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.
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.
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.
In May 2024, the accounts receivable securitization facility was amended, primarily to extend the maturity date and to increase the facility size from $1.3 billion to $1.5 billion, which also contributed to the difference in the average and maximum amounts outstanding. 40 Table of Contents 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 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.
Specialty equipment rentals increased 16.9 percent year-over-year excluding the revenue from the acquired Yak locations. Sales of rental equipment . For the three years in the period ended December 31, 2024, sales of rental equipment represented approximately 10 percent of our total revenues. 2024 sales of rental equipment of $1.5 billion did not change significantly year-over-year.
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 .
Revenues by segment were as follows: 36 Table of Contents General rentals Specialty Total 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 Year Ended December 31, 2022 Equipment rentals $ 7,345 $ 2,771 $ 10,116 Sales of rental equipment 835 130 965 Sales of new equipment 73 81 154 Contractor supplies sales 81 45 126 Service and other revenues 250 31 281 Total revenue $ 8,584 $ 3,058 $ 11,642 Equipment rentals.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+1 added−0 removed1 unchanged
Biggest changeA one percentage point decrease in market interest rates as of December 31, 2024 would increase the fair value of our fixed rate indebtedness by approximately four percent. For additional information concerning the fair value and terms of our fixed rate debt, see note 11 (see “Fair Value of Financial Instruments”) and note 12 to our consolidated financial statements.
Biggest changeA one percentage point decrease in market interest rates as of December 31, 2025 would increase the fair value of our fixed rate indebtedness by approximately three percent.
Based on the size of our foreign operations relative to the Company as a whole, we do not believe that a 10 percent change in exchange rates would have a material impact on our earnings. We do not engage in purchasing forward exchange contracts for speculative purposes. 44 Table of Contents
Based on the size of our foreign operations relative to the Company as a whole, we do not believe that a 10 percent change in exchange rates would have a material impact on our earnings. We do not engage in purchasing forward exchange contracts for speculative purposes. 43 Table of Contents
As of December 31, 2024, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $32 for each one percentage point increase in the interest rates applicable to our variable rate debt. The amount of variable rate indebtedness outstanding may fluctuate significantly.
As of December 31, 2025, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $31 for each one percentage point increase in the interest rates applicable to our variable rate debt. The amount of variable rate indebtedness outstanding may fluctuate significantly.
As of December 31, 2024, we had an aggregate of $4.3 billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable securitization and term loan facilities. See note 12 to our consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of December 31, 2024 under these facilities.
As of December 31, 2025, we had an aggregate of $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 11 to our consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of December 31, 2025 under these facilities.
For additional information concerning the terms of our variable rate debt, see note 12 to our consolidated financial statements. At December 31, 2024, we had an aggregate of $9.1 billion of indebtedness that bears interest at fixed rates.
For additional information concerning the terms of our variable rate debt, see note 11 to our consolidated financial statements. At December 31, 2025, we had an aggregate of $10.2 billion of indebtedness that bears interest at fixed rates.
Currency Exchange Risk . We primarily operate in the U.S. and Canada, and have a smaller presence in Europe, Australia and New Zealand. During the year ended December 31, 2024, our foreign subsidiaries accounted for $1.354 billion, or 9 percent, of our total revenue of $15.345 billion, and $232, or 7 percent, of our total pretax income of $3.388 billion.
During the year ended December 31, 2025, our foreign subsidiaries accounted for $1.428 billion, or 9 percent, of our total revenue of $16.099 billion, and $203, or 6 percent, of our total pretax income of $3.338 billion.
Added
For additional information concerning the fair value and terms of our fixed rate debt, see note 10 (see “Fair Value of Financial Instruments”) and note 11 to our consolidated financial statements. 42 Table of Contents Currency Exchange Risk . We primarily operate in the U.S. and Canada, and have a smaller presence in Europe, Australia and New Zealand.

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