SUNB 10-K & 10-Q changes, risk factors and insider trading

Our results of operations and financial condition are subject to numerous risks and uncertainties described in Itemour 1AAnnual ofReport on Form 10-K for the fiscal year ended April 30, 2026 (the “2026 Form 10,10-K”), which risk factors are incorporated herein by reference. There are no material changes from the risk factors set forth in the 2026 Form 10.10-K. You should carefully consider the risk factors in our 2026 Form 1010-K in conjunction with the other information contained in this report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted.

We have historically conducted our business through Ashtead Group plc, and therefore, our condensed consolidated financial statements included in this Form 10-Q for the comparative period present the consolidated results of operations of Ashtead Group plc and its subsidiaries. For the periods presented, Ashtead Group plc is the accounting predecessor. Sunbelt Rentals Holdings, Inc. (the “Registrant”) was incorporated on February 12, 2025 and became the parent holding company of the Group upon completion of the Scheme of Arrangement on February 27, 2026 (subsequent to the period end).2026. Prior to the Scheme of Arrangement,Scheme, the Registrant was a company with no assets, liabilities, contingencies or commitments, and it conducted no operations prior to the date of the Scheme of Arrangement.Scheme.

We believe we are one of the largest international equipment rental companies by rental revenue, with a network of 1,5771,638 stores across North America and the United Kingdom as of JanuaryJuly 31, 2026. We conduct our equipment rental operations under the name “Sunbelt Rentals.” We believe that Sunbelt Rentals is the second largest equipment rental business in North America and the largest equipment rental company in the United Kingdom, in each case, by rental revenue. In the ninethree months ended JanuaryJuly 31, 2026, we generated revenue of $8,400$3,115 million, operating income of $1,771$691 million and adjusted operating profit of $1,984$759 million. See Part I, Item 2 "“Key Financial Metrics—Non-GAAP Financial Measures” below for a definition and reconciliation of adjusted operating profit to the most directly comparable U.S. GAAP measure.

We organize and manage our operations based on both geography and the nature of our products and services. We operate in two primary geographic regions, consisting of our North American activities and assets and our U.K. activities and assets. Within North America, we further manage our business through two operational groupings, General Tool and Specialty, which reflect differences in product and service offeringsofferings, as well as our internal management structure. Accordingly, we report our results through three operational segments:

In the ninethree months ended JanuaryJuly 31, 2026, 59%56% of our revenue was attributable to the North America – General Tool segment, 33%36% of our revenue was attributable to the North America – Specialty segment and 8% of our revenue was attributable to the United Kingdom segment.

Currency risk is predominantly translation risk, as there are no significant transactions in the ordinary course of business that take place between foreign affiliates. Although our reporting currency is the U.S. dollar, we derived 15% of our revenue for both the three and nine months ended JanuaryJuly 31, 2026 from companies that have non-U.S. dollar currencies, primarily British pounds and Canadian dollars. Consequently, any change in exchange rates between the U.S. dollar and the British pound or the Canadian dollar exposes us to translation risk and may significantly affect our consolidated results of operations and balance sheet (see also Part I, Item 3 "“Quantitative and Qualitative Disclosures about Market Risk–Currency Risk” below).

Our operations are impacted by global economic conditions, including inflation, tariffs, interest rate fluctuations and supply chain constraints, and we take actions to modify our plans to address such economic conditions. To date, the impact from supply chain disruptions has been limited, but we may experience more severe supply chain disruptions in the future. Interest rates on our variable debt instruments have decreased in recent years. The most significant cost increases that are passed on to customers are for fuel and delivery, but there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor. Tariffs could result in the costs we incur being more than anticipated. The impact of inflation, tariffs and interest rate fluctuations may be significant in the future. We continue to assess the economic environment in which we operate and take appropriate actions to address the economic challenges we face.

Equipment rentals primarily includes (i) revenue generated from renting equipment to customers, including re-rent revenue generated from renting specific pieces of equipment from third-parties and then re-renting that equipment to our customers, (ii) fees for loss damage waiver, which allow customers to limit the risk of financial loss in the event our equipment is damaged or lost, and (iii) delivery and collection revenue, which relates to the fees charged to our customers for equipment delivery and collection of rental equipment, (iv) fuel sales, which represent charges to customers for fuel consumed during the rental period or provided at the time of equipment return, and (v) erection and dismantling services, which consist of fees charged for the assembly and disassembly of certain types of rental equipment, such as scaffolding, performed in connection with customer projects.equipment.

Cost of equipment rentals, excluding depreciation comprises the costs associated with the rental of our equipment, such as staff costs at our stores, including salaries and related benefits and pensionretirement costs; delivery and fuel costs; spare equipment costs; repair and maintenance costs; insurance costs; warranty claim costs; cost of consumables; variable lease costs and short-term lease costs associated with renting equipment from third-parties and then re-renting that equipment to our customers; and rent and utilities related to the local store facilities in which we operate.

Selling, general and administrative expenses comprise operating costs that are not directly related to our revenue generating activities. These costs primarily include sales commissions; staff costs for management and support staff, including salaries and related benefits and pensionretirement costs; legal and professional fees; restructuring costs related to the Redomiciliation and U.S. Listing; bad debt charges; advertising expenses; technology licensing costs; and administrative overhead expenses.

Other Expense (Income),Income, Net

Other expense (income),income, net comprises gains/losses from disposals of non-rental assets, changes due to foreign currency exchanges, gains/losses from the remeasurement of equity investments and various other miscellaneous non-operating expenses.

Three Months Ended JanuaryJuly 31, 2026 Compared With Three Months Ended JanuaryJuly 31, 2025

Equipment rentals. Total equipment rentals revenue increased by $62$326 million, or 2.6%,13%, to $2,443$2,927 million in the three months ended JanuaryJuly 31, 2026, from $2,381$2,601 million in the three months ended JanuaryJuly 31, 2025, representing 92.6%94% and 92.8%93% of total revenues in the three months ended JanuaryJuly 31, 2026 and January 31, 2025, respectively. The increase in total equipment rentals revenue arose predominantly due to increases in rental volume in both of our North American segments, despiteas thewell effectsas positive rental rate momentum. As of hurricaneJuly response31, efforts2026, whichour contributeddollar $35utilization millionwas 55%, compared to $4054% millionas inof the three months ended JanuaryJuly 31, 2025 and did not recur in the current fiscal year.2025. The average original equipment cost (“OEC”) of our rental fleet increased by 3.0%6% in the three months ended JanuaryJuly 31, 2026, compared to the three months ended JanuaryJuly 31, 2025. See “—Key Financial Metrics—Key Performance Indicators” abovebelow for athe definition of and further information on originaldollar equipment cost.utilization.

On a segment basis, equipment rentals revenue attributable to the North America – General Tool, North America – Specialty and United Kingdom segments represented 57.7%,56%, 34.8%37% and 7.5%,7%, respectively, of total equipment rentals revenue in the three months ended JanuaryJuly 31, 2026, compared to 58.3%,59%, 34.2%33% and 7.5%8%, respectively, in the three months ended JanuaryJuly 31, 2025.

North America – General Tool. Equipment rentals revenue attributable to the North America – General Tool segment increased by $22$113 million, or 1.6%,7%, to $1,410$1,648 million in the three months ended JanuaryJuly 31, 2026, from $1,388$1,535 million in the three months ended JanuaryJuly 31, 2025. This increase was primarily attributable to a 3.1%5% increase in the average OEC,OEC coupled with thean effectsincrease in physical utilization, supported by positive rental rate movements, offset by general inflationary factors, resulting in no change in dollar utilization of customer47% andcompared productwith mix.the prior year. In the three months ended JanuaryJuly 31, 2026, equipment rentalrentals revenue attributable to same-store and greenfield sites increased by 0.6%,6%, compared to the three months ended JanuaryJuly 31, 2025, while revenues attributable to bolt-on acquisitions since NovemberMay 1, 20242025 contributed 1.0%a further 1% of equipment rentals revenue growth over the same period.

North America – Specialty. Equipment rentals revenue attributable to the North America – Specialty segment increased by $36$216 million, or 4.4%,25%, to $851$1,070 million in the three months ended JanuaryJuly 31, 2026, from $815$854 million in the three months ended JanuaryJuly 31, 2025. This increase was primarily due to a 2.8%13% increase in the average OEC.OEC, Revenuewith increased despiterental volumes, coupled with an increase in dollar utilization to 77% compared to 74% in the non-recurrenceprior ofyear hurricanereflecting responseincreased efforts,fleet whichutilization weand estimateefficiency. contributedIn $25addition, milliongiven the higher fuel prices coupled with higher demand in the quarter for certain ancillary services, revenues associated with fuel, pickup and delivery, and other ancillary services increased disproportionally to $30rental milliononly torevenue for North America –- Specialty equipment rentals revenue in the three months ended January 31, 2025, and did not reoccur in the three months ended January 31, 2026.Specialty. In the three months ended JanuaryJuly 31, 2026, equipment rentals revenue attributable to same-store and greenfield sites increased by 4.2%19% compared to the three months ended JanuaryJuly 31, 2025, while equipment rentals revenue attributable to bolt-on acquisitions since NovemberMay 1, 20242025 contributed 0.2%a further 6% of equipment rentals revenue growth over the same period.

United Kingdom. RevenuesEquipment fromrentals the sale of rental equipmentrevenue attributable to the United Kingdom segment increaseddecreased by $1$3 million, or 8.3%,1%, to $13$209 million in the three months ended JanuaryJuly 31, 2026, from $12$212 million in the three months ended JanuaryJuly 31, 2025.

Sales of newrental equipment, merchandise and consumables.equipment. Total revenues from the sale of newrental equipment,equipment merchandise and consumables increaseddecreased by $10$18 million, or 12.7%,17%, to $89$85 million in the three months ended JanuaryJuly 31, 2026, from $79$103 million in the three months ended JanuaryJuly 31, 2025, representing 3.4%3% and 3.1%4% of total revenues in the three months ended JanuaryJuly 31, 2026 and January 31, 2025, respectively. This increasedecrease wasin primarilysales dueof torental equipment reflects a higherlower volume of newused equipment sales,sales whichcompared wereto mostthe pronouncedthree months ended July 31, 2025, partially offset by an improvement in used equipment pricing and mix of the Northtypes Americaof –assets Specialty segment.sold.

On a segment basis, revenues from the sale of newrental equipment, merchandise and consumablesequipment attributable to the North America – General Tool, North America – Specialty and United Kingdom segments represented 44.9%,63%, 33.7%24% and 21.4%,13%, respectively, of total revenues from the sale of rental equipment in the three months ended JanuaryJuly 31, 2026, compared to 50.6%,69%, 27.9%22% and 21.5%,9%, respectively, in the three months ended JanuaryJuly 31, 2025.

North America – General Tool. Revenues from the sale of newrental equipment, merchandise and consumablesequipment attributable to the North America – General Tool segment remaineddecreased constantby at$17 $40million, or 24%, to $54 million in the three months ended JanuaryJuly 31, 2026, infrom line with $40$71 million in the three months ended JanuaryJuly 31, 2025.

UnitedNorth Kingdom.America – Specialty. Revenues from the sale of newrental equipment, merchandise and consumablesequipment attributable to the UnitedNorth KingdomAmerica – Specialty segment increaseddecreased by $2$3 million, or 11.8%,13%, to $19$20 million in the three months ended JanuaryJuly 31, 2026, from $17$23 million in the three months ended JanuaryJuly 31, 2025.

TotalUnited revenues.Kingdom. ForRevenues from the reasonssale explainedof above,rental totalequipment revenuesattributable to the United Kingdom segment increased by $70$2 million, or 2.7%,22%, to $2,637$11 million in the three months ended JanuaryJuly 31, 2026, from $2,567$9 million in the three months ended JanuaryJuly 31, 2025.

Cost of salesequipment ofrentals, newexcluding equipment, merchandise and consumables.depreciation. Cost of salesequipment ofrentals, newexcluding equipment, merchandise and consumablesdepreciation increased by $9$193 million, or 19.6%,18%, to $55$1,265 million in the three months ended JanuaryJuly 31, 2026, from $46$1,072 million in the three months ended JanuaryJuly 31, 2025. This increase was primarily due to an increase in staff costs, reflecting, in part, activity levels within the higherbusiness, volumeand offuel newcosts, equipmentreflecting salesmarket based factors and the increase in fuel revenue, in particular, in the period,North asAmerica discussed- above.Specialty segment. In addition, higher costs associated with repairs and maintenance of equipment were experienced.

Total costCost of revenues. For the reasons explained above, total costsales of revenuesnew equipment, merchandise and consumables. Cost of sales of new equipment, merchandise and consumables increased by $76$3 million, or 4.8%,5%, to $1,653$61 million in the three months ended JanuaryJuly 31, 2026, from $1,577$58 million in the three months ended JanuaryJuly 31, 2025. This primarily arose in the North America - Specialty segment, as discussed above.

Non-rental depreciation and amortization increased by $2 million, or 1.8%,2%, to $115 million in the three months ended July 31, 2026, from $113 million in the three months ended January 31, 2026, from $111 million in the three months ended JanuaryJuly 31, 2025. This increase reflects higher depreciation expenses on our non-rental assets, including our delivery vehicle fleet and property.

Interest expense, net decreasedincreased by $9$12 million, or 8.4%,13%, to $98 million in the three months ended January 31, 2026, from $107 million in the three months ended JanuaryJuly 31, 2026, from $95 million in the three months ended July 31, 2025. This decreaseincrease was primarily due to both lowerhigher average debt levelslevels, andpartially offset by lower average interest rates during the three months ended JanuaryJuly 31, 2026, compared to the three months ended JanuaryJuly 31, 2025.