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

•geopolitical conflicts, such as Russia’sthose invasion ofin Ukraine and the conflict in the Middle East,Venezuela, and the resultant sanctions and other measures imposed in response; or

At December 31, 2024,2025, our total indebtedness was $13.4$14.2 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).billion. Our significant indebtedness could adversely affect our business, results of operations and financial condition in a number of ways by, among other things:

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.

Despite our indebtedness level, we may be able to incur substantially more indebtedness in the future and such indebtedness may be secured indebtedness. The indentures and other agreements governing our current indebtedness permit us to recapitalize our debt or take a number of other actions, any of which could diminish our ability to make payments on our indebtedness when due and further exacerbate the risks associated with our current level of indebtedness. If new debt is added to our or any of our existing and future subsidiaries' current debt, the related risks that we now face could intensify and we may not be able to meet all of our debt obligations.

We rely on our ABL facility and accounts receivable securitization facility to provide liquidity for our business, including to fund capital expenditures, acquisitions, operating expenses and other liquidity needs. The only financial covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility.facility for five consecutive business days. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of December 31, 2024,2025, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility. If we are unable to satisfy the financial covenant under the ABL facility or the financial tests under the accounts receivable securitization facility or comply with any of the other relevant covenants under the applicable agreement, the lenders could elect to terminate the ABL facility and/or the accounts receivable securitization facility and require us to repay outstanding borrowings. 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. Even if we adopt an alternative strategy, the strategy may not be successful and we may not have sufficient liquidity to service our debt and fund our operations. Future debt arrangements we enter into may contain similar financial covenant 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.Directors”).

We rely on available borrowings under the ABL facility and the accounts receivable securitization facility forto cashprovide funds to operate our business,business whichand subjectsmake uscapital expenditures, and our business would be adversely affected if those facilities are not available to marketbe anddrawn, counterpartyor risk,amounts someavailable ofto whichbe isdrawn beyondare our control.reduced.

In addition to cash we generate from our business, our principal existing sources of cashfunds 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. 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. 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. If our access to such financing was unavailable or reduced, orour ifliquidity, suchresults financingof wereoperations toand becomefinancial significantly more expensive for any reason, weposition may not be ableadversely to fund daily operations,affected, which wouldcould cause material harm to our business or could affect our ability to operate our business as a going concern.business. In addition, if certain of our lenders experience difficulties that render them unable to fund future draws on the facilities, we may not be able to access all or a portion of these funds, which could have similar adverse consequences.

We have historically achieved a significant portion of our growth through acquisitions and we will continue to consider potential acquisitions on a selective basis. 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. The pending acquisition of H&E that is discussed in note 19 to the consolidated financial statements, which is expected to close in the first quarter of 2025, is an example of our strategy of growth through acquisitions. There can be no assurance that we will be able to identify suitable acquisition opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us.

Acquisitions, including the pending acquisition of H&E,Acquisitions entail certain risks, including:

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,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. In addition, if we are unable to successfully integrate our acquisitions with our existing business, we may not obtain the advantages that the acquisitions were intended to create, which may materially and adversely affect our business, results of operations, financial condition, cash flows, our ability to introduce new services and products and the market price of our stock.

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. To the extent that our existing sources of cash are not sufficient, we would expect to need additional debt or equity financing, which involves its own risks, such as the dilutive effect on shares held by our stockholders if we financed acquisitions by issuing convertible debt or equity securities, or the risks associated with debt incurrence.

•expectations regarding our share repurchase programprograms and the amount of share repurchases thereunder;

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. Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves.

Although the Board of Directors has authorized the share repurchase program, the share repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The timing and amount of repurchases, if any, will depend upon several factors, including market and legislative conditions, the trading price of the Company’s common stock and the nature of other investment opportunities. For example, the Inflation Reduction Act imposes a one percent tax on stock repurchases, subject to certain adjustments, by publicly traded U.S. companies, including us, and may impact our decision to engage in share repurchases. Also, our ability to repurchase shares of stock may be limited by restrictive covenants in our debt agreements. The repurchase program may be limited, suspended or discontinued at any time without prior notice. In addition, repurchasesRepurchases of our common stock pursuant to our share repurchase programprograms could affect our stock price and increase its volatility. The existence of a share repurchase programprograms could cause our stock price to be higher than it would be in the absence of such a programprograms and could potentially reduce the market liquidity for our stock. Additionally, our share repurchase programprograms 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. There can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock. Although our share repurchase programprograms isare intended to enhance long-term stockholder value, there is no assurance that itthey will do so and short-term stock price fluctuations could reduce the program’seffectiveness effectiveness.of the programs.

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

We rely on the continuous and uninterrupted performance of our information technology systems, and those of our third-party vendors’ information technology systemsvendors, to be able to monitor and control our operations, adjust to changing market conditions, implement strategic initiatives and support our online ordering system. These systems may be subject to interruptions due to technological errors, bugs, defects or vulnerabilities, system capacity constraints, human errors, computer or communications failures, power loss, disruptions during upgrades or replacements of software or hardware or integrations of acquired businesses systems, adverse acts of nature and other unexpected events. Disruptions to our customers’ information technology systems could also adversely impact us. Any disruptions in these systems or the failure of these systems to operate as expected have in the past adversely affected, and could in the future adversely affect, our ability to access and use certain applications and could, depending on the nature and magnitude of the problem, adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, implement strategic initiatives and service online orders. Although such disruptions and failures have not been material to date, we cannot guarantee that they will not be material in the future.

We depend on the security of our information technology systems, and those of our third-party vendors’ information technology systemsvendors, to support numerous business processes and activities, including our online ordering system. 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. We also face cybersecurity risks due to our reliance on internet technology and hybrid work arrangements, which could strain our technology resources or create additional opportunities for cybercriminals to exploit vulnerabilities. Cyber threats are constantly evolving, especially given the advances in, and the rise of the use of, artificial intelligence, thereby increasing the difficulty of preventing, detecting and successfully defending against them. 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. If this were to occur, we could be in violation of applicable privacy, data security and other laws, subjected to regulatory enforcement actions and private litigation, and our reputation and financial performance may be adversely affected.

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. We have, from time to time, experienced threats to and breaches of our data and systems, including malware and computer virus attacks, which have led, and could in the future lead to, disruptions in our online ordering or other systems, or the unauthorized release of confidential or otherwise protected information or corruption of data. 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. However, we may not anticipate or combat all types of future attacks until after they have been launched, and there is no guarantee that the measures we take will be adequate to safeguard against all threats. If any of these breaches of security occur or are anticipated in the future, we could be required to expend additional capital and other resources, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. Our response to attacks, and our investments in our technology and our controls, processes and practices, may not be sufficient to shield us from significant losses or liability. Further, given the increasing sophistication of bad actors and complexity of the techniques used to obtain unauthorized access or disable systems, a breach or attack could potentially persist for an extended period of time before being detected. As a result, we may not be able to anticipate the attack or respond adequately or timely, and the extent of a particular incident, and the steps that we may need to take to investigate the incident, may not be immediately clear. It could take a significant amount of time before an investigation can be completed and full, reliable information about the incident becomes known. 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 newapplicable 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. Certain of our software applications are also hosted by third parties who provide outsourced administrative functions, which may increase the risk of a cybersecurity incident. 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.business and 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.

As severe weather events and other natural occurrences become increasingly common, our or our customers’ operations may be disrupted, which could result in increased operational costs or reduced demand for our products and services, and the increased incidence of severe weather and other natural occurrences may also reduce the availability or increase the cost of insurance for such events. In addition, severe weather events and other natural occurrences may impact the global economy, including as a result of disruptions to supply chains. 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.

Our operations are impacted by global economic conditions, including inflation, tariffs, interest rate fluctuations and supply chain constraints, and we take actions to modify our plans to address such economic conditions. In 2022, for example, we intentionally held back on sales of rental equipment to ensure we had sufficient rental capacity for our customers. To date, the impact from supply chain disruptions has been limited, but we may experience more severe supply chain disruptions in the future. InterestAlthough interest rates declined in 2025 (the weighted average interest rates on our variable debt instruments were 5.4 percent in 2025 and 6.3 percent in 2024), interest rates on our debt instruments have increased in recent years. For example, in MarchDecember 2024,2025, United Rentals (North America), Inc. (“URNA”) issued $1.1$1.5 billion aggregate principal amount of senior unsecured notes at a 65 13/8 percent interest rate, while URNA's issuance in August 2021 of $750 aggregate principal amount of senior unsecured notes was at a 3 ¾ percent interest rate. Additionally, the weighted average interest ratesrate on our variable debt instruments were 6.3 percent in 2024 andwas 1.4 percent in 2021.2021, as compared to 5.4 percent in 2025. We have experienced and are continuing to experience inflationary pressures. A portion of inflationary cost increases is passed on to customers. The most significant cost increases that are passed on to customers are for fuel and delivery, and there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor. Tariffs could result in the costs we incur being more than anticipated. The impact of inflation, tariffs and interest rate fluctuations may be significant in the future.

•The continued expansion and cross-selling of adjacent specialty and services products, which enables us to provide a “one-stop” shop for our customers. We believe that the expansion of our specialty business, as exhibited by our acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”) in March 2024,2024 whichand isother discussedrecent, smaller acquisitions in note 4 to the consolidated financial statements,Australia, as well as our tools and onsite services offerings, further positions United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and

•The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our acquisition of assets of Ahern Rentals, Inc. (“Ahern Rentals”) in December 2022, as well as theother pendingsmaller, acquisitionmore ofrecent H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”) that is discussed below, which is expected to close in the first quarter of 2025.acquisitions. Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.

•Equipment rentals increased 8.06.0 percent year-over-year, including the impact of the Yak acquisition that is discussed in note 4 to the consolidated financial statements;

•Fleet productivity increased 4.12.2 percent including the impact of the Yak acquisition, and increased 2.72.0 percent excludingon a pro forma basis including the impactpre-acquisition results of the Yak acquisitionfor 2024; and

•Amended our accounts receivable securitizationABL facility, primarily to extend the maturity date and to increase the facility size from $1.3$4.25 billion to $1.5$4.50 billion. The facility expires in June 2025billion and mayto be extended on a 364-day basis by mutual agreement withextend the purchasersmaturity underdate theto facility.July 2030;

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 in 2024 and 2023, we paid dividends totaling $464 ($7.16 per share), $434 ($6.52 per share) and $406 ($5.92 per share), in 2025, 2024 and 2023, respectively. On January 29,28, 2025,2026, our Board of Directors declared a quarterly dividend of $1.79$1.97 per share, payable on February 26,25, 20252026 to stockholders of record as of February 12,11, 2025.2026.

Net income and diluted earnings per share for the year ended December 31, 2025 include the impact of the H&E merger termination benefit discussed above. The impact of the merger termination for the year ended December 31, 2025 was a net after-tax benefit of $29, or $0.45 per diluted share. The merger termination did not impact the results for any other year above. Net income and diluted earnings per share for each of the three years in the period ended December 31, 20242025 include the after-tax impacts of the items below. The tax rates applied to the items below reflect the statutory rates in the applicable entities.

(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.

(3)This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in certain major acquisitions that was subsequently sold. The year-over-year increasedecreases in 20232025 and decrease in 2024 primarily reflect the impact of the Ahern Rentals acquisition.

(4)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information on theThe restructuring charges, whichcharges 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.acquisition. The amounts above primarily reflect charges associated with athe restructuring program initiated following the closingDecember 2022 acquisition of Ahern Rentals. See note 5 to the Ahernconsolidated Rentalsfinancial acquisition.statements Asfor ofadditional Decemberdetail 31,on 2024, there were no openour restructuring programs.

(1)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information on theThe restructuring charges, whichcharges 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.acquisition. The amounts above primarily reflect charges associated with athe restructuring program initiated following the closingDecember 2022 acquisition of Ahern Rentals. See note 5 to the Ahernconsolidated Rentalsfinancial acquisition.statements Asfor ofadditional Decemberdetail 31,on 2024, there were no openour restructuring programs.

(3)This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in certain major acquisitions that was subsequently sold. The year-over-year increasedecreases in 20232025 and decrease in 2024 primarily reflect the impact of the Ahern Rentals acquisition.

20242025 total revenues of $15.3$16.1 billion increased 7.14.9 percent compared with 2023.2024. 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, 20242025). Equipment rentals increased 8.06.0 percent, primarily due to a 4.12.2 percent increase in fleet productivity, which includes the impact of the Yak acquisition, and a 3.53.9 percent increase in average OEC. Fleet productivity increased 2.72.0 percent excludingon a pro forma basis including the impactpre-acquisition results of the Yak acquisition.for 2024. Sales of rental equipment did not change significantly year-over-year.

In connection with our goodwill impairment test that was conducted as of October 1, 2024,2025, we bypassed the optional qualitative assessment for each reporting unit and quantitatively compared the fair values of our reporting units with their carrying amounts. Our goodwill impairment testing as of this date indicated that all of our reporting units, including our Matting Solutions reporting unit, which was created following the March 2024 acquisition of Yak that is discussed in note 4 to the consolidated financial statements and which includes the assets acquired in the Yak acquisition, and our Mobile Storage reporting unit, which is discussed below associated with the goodwill impairment test that was conducted as of October 1, 2023,units had estimated fair values which exceeded their respective carrying amounts by at least 6032 percent.

In connection with our goodwill impairment test that was conducted as of October 1, 2023,2024, we bypassed the optional qualitative assessment for each reporting unit and quantitatively compared the fair values of our reporting units with their carrying amounts. Our goodwill impairment testing as of this date indicated that all of our reporting units, excluding our Mobile Storage reporting unit,units had estimated fair values which exceeded their respective carrying amounts by at least 5460 percent. We completed the acquisition of General Finance in May 2021, and all of the assets in the Mobile Storage reporting unit were acquired in the General Finance acquisition. The estimated fair value of our Mobile Storage reporting unit exceeded its carrying amount by eight percent. As all of the assets in the Mobile Storage reporting unit were recorded at fair value as of the May 2021 acquisition date, we expected the percentage by which the fair value for this reporting unit exceeded the carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

We have historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and, accordingly, no taxes were provided on such earnings prior to the fourth quarter of 2020. In 2021, we remitted the cumulative amount of identified cash in our foreign operations in excess of near-term working capital needs. TheIn the fourth quarter of 2025, in connection with a restructuring of our international holdings, we identified $324 of distributable foreign earnings that we have determined should no longer be considered indefinitely reinvested. We expect to remit the cash that is no longer considered indefinitely reinvested in 2026, and, in the fourth quarter of 2025, we recorded immaterial taxes recorded associated with the remittedplanned cash were immaterial. We continue to expect that the remaining balance of our undistributed foreign earnings will be indefinitely reinvested. If we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S. state income taxes.repatriation.

Equipment rentals. Equipment rentals represented 8586 percent of total revenues in 2024.2025. 20242025 equipment rentals of $13.0$13.8 billion increased 8.06.0 percent year-over-year, primarily due to a 4.12.2 percent increase in fleet productivity, which includes the impact of the Yak acquisition, and a 3.53.9 percent increase in average OEC. Fleet productivity increased 2.72.0 percent excludingon a pro forma basis including the impactpre-acquisition results of the Yak acquisition.for 2024.

On a segment basis, equipment rentals represented 8283 percent and 91 percent of total revenues for general rentals and specialty, respectively. General rentals equipment rentals increased 1.62.5 percent as compared to 2023.2024. Specialty rentals increased 25.213.6 percentpercent, as compared to 2023, primarily due toincluding the impact of the Yak acquisitionacquisition, andas compared to 2024, primarily due to increased average OEC. Specialty equipment rentals increased 16.912.2 percent year-over-year excludingincluding the revenuepre-acquisition fromresults the acquiredof Yak locations.for 2024.

Sales of new equipment. For the three years in the period ended December 31, 2024,2025, sales of new equipment represented approximately 2 percent of our total revenues. 20242025 sales of new equipment of $282$348 increased 29.423.4 percent from 2023,2024, primarily due to the impact of the Yak acquisition and supply chain normalization.

General rentals. For the three years in the period ended December 31, 2024,2025, general rentals accounted for 7169 percent of total equipment rentals and 6663 percent of total equipment rentals gross profit. For the year ended December 31, 2024,2025, general rentals’ equipment rentals gross profit increaseddecreased by $13,$7, and equipment rentals gross margin decreased by 5090 basis points, from 2023,2024, primarily due to the impact of inflation and normal cost variability, including increasesparticularly in insurancedelivery and certainlabor otherand benefits costs.

Specialty. For the year ended December 31, 2024,2025, equipment rentals gross profit increased by $371,$57, and equipment rentals gross margin decreased by 80450 basis points from 2023.2024. Gross margin decreased primarily due to 1) increased depreciation expense, which largely reflectedincluding the impact of the Yak acquisition.acquisition and growth in the acquired Yak locations, 2) inflation and normal cost variability, particularly in delivery costs, and 3) the impact of a higher proportion of 2025 revenue from ancillary revenues, which generate lower margins than owned equipment rentals. The increase in delivery costs also related in part to repositioning fleet to efficiently support strong demand.

20242025 gross margin of 40.138.2 percent decreased 50190 basis points from 2023.2024. Equipment rentals gross margin decreased 190 basis points from 2024, primarily due to reduced margins in the specialty segment, as discussed above. Additionally, as discussed above, equipment rentals gross margin for 2024the wasgeneral flatrentals year-over-year.segment decreased primarily due to inflation and normal cost variability, particularly in delivery and labor and benefits costs. Gross margin from sales of rental equipment decreased 320180 basis points from 2023,2024, which primarily reflected the continued normalization of the used equipment market, including pricing. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability, and such revenue types did not account for a significant portion of total gross profit (gross profit for these revenue types represented 4 percent of total gross profit for the year ended December 31, 20242025).

SG&A expense primarily includes sales force compensation, information technology costs, third party professional fees, management salaries, bad debt expense and clerical and administrative overhead. SG&A expense as a percentage of revenue for the year ended December 31, 20242025 wasdid flatnot change significantly year-over-year.

The restructuring charges primarily reflect severance and branch closure charges associated with our restructuring programs. We incur severance costs and branch closure charges in the ordinary course of our business. We only include such costs that are part of a restructuring program as restructuring charges. The designated restructuring programs generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition, and result in significant costs that we would not normally incur absent a major acquisition or other triggering event that results in the initiation of a restructuring program. The year-over-yearamounts decrease in restructuring charges for the year ended December 31, 2024above primarily reflects 2023reflect charges associated with the restructuring program initiated following the December 2022 acquisition of Ahern Rentals. Since the first such program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $383.$384. WeSee currentlynote have5 no open restructuring programs, andto the totalconsolidated liabilityfinancial associatedstatements withfor additional detail on our restructuring programs was $17 as of December 31, 2024.programs.

Other income, net primarily includes (i) currency gains and losses, (ii) finance charges, (iii) gains and losses on sales of non-rental equipment and (iv) other miscellaneous items. Other income, net for the year ended December 31, 2025 includes $64 of income associated with the receipt of the break-up fee associated with the terminated H&E acquisition discussed above.

Balance sheet. Prepaid expenses and other assets increased by $100,$164, or 74.169.8 percent, from December 31, 20232024 to December 31, 2024,2025, primarily due to an increase in income taxes receivablereceivable, which reflected required tax payments exceeding the estimated tax accruals (see note 6 to the consolidated financial statements for further detail). Operating lease right-of-use assets increased by $238, or 21.7 percent, and operating lease liabilities increased by $194, or 21.7 percent, from December 31, 2023 to December 31, 2024, and both increases primarily reflected increased amounts of real estate and equipment leased under operating leases. Accounts payable decreased by $157, or 17.3 percent, from December 31, 2023 to December 31, 2024, primarily reflecting normal variability in business activity and the timing of payments.accruals. See the consolidated statements of cash flows for further information on changes in cash and cash equivalents, the consolidated statements of stockholders’ equity for further information on changes in stockholders’ equity, note 8 for further detail on property and equipment, net, note 9 for further detail on goodwill, note 10 for further detail on accrued expenses and other liabilities, and note 1211 for further detail on short-term and long-term debt.

In OctoberApril 2022, our Board of Directors authorized a $1.25 billion share repurchase program, which was completed in the first quarter of 2024. In January 2024,2025, our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under thisthe program began in MarchApril 2024,2025. followingSubsequent to the completionenactment of the $1.25new 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 program.to $2.0 billion. We repurchased $1.25$1.65 billion under this program in 2024.2025, Weand haveintend pausedto repurchases undercomplete the program due to our pending acquisition of H&E. As discussed in note 19 to the consolidated financial statements, on January 13, 2025, we entered into a definitive merger agreement to acquire H&E, which is expected to close in the first quarter of 2025.2026. On January 28, 2026, our Board of Directors authorized a new $5.0 billion share repurchase program. We currently intendplan to completebegin repurchases under the new program following the planned completion of the existing $2.0 billion share repurchase program; however,in the first quarter of 2026. This program does not have an established expiration date, and we willintend re-evaluateto repurchase $1.15 billion under the timingprogram overin which we expect to do so as we integrate H&E and assess other potential uses of capital.2026. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $13$18 in 2024.2025 (the total excise tax amount relates to both the current program and a prior program that was completed in the first quarter of 2025). Since 2012, we have repurchased a total of $7.478$9.396 billion (inclusive of immaterial excise taxes, which were first imposed in 2023) of Holdings' common stock under our share repurchase programs (comprised of eightnine programs that have ended and the current program).

Our Board of Directors also approved our first-ever quarterly dividend program in January 2023, and the first dividend under the program was paid in February 2023. We did not pay any dividends prior to 2023, and during 2024 and 2023, we paid dividends totaling $464 ($7.16 per share), $434 ($6.52 per share) and $406 ($5.92 per share), in 2025, 2024 and 2023, respectively. On January 29,28, 2025,2026, our Board of Directors declared a quarterly dividend of $1.79$1.97 per share, payable on February 26,25, 20252026 to stockholders of record as of February 12,11, 2025.2026.

(1) TheAs discussed above, in the fourth quarter of 2025, we issued $1.5 billion principal amount of 5 3/8 percent Senior Notes due 2033, and used part of the net proceeds to reduce drawings on the ABL facility, which contributed to the outstanding amount above being less than the average and maximum amountsamounts. of debt underAdditionally, the ABL facility exceeded the average outstandingmaximum amount primarily due toreflects the use of borrowings under the facility to fund seasonal expenditures and acquisition activity.expenditures.

We expect that our principal short-term (over the next 12 months) and long-term needs for cash relating to our operations will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, (v) debt repayment or redemption, (vi) share repurchases, (vii) dividends and (viii) acquisitions. We plan to fund such cash requirements from our existing sources of cash. We may also seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit, and the financing for our pending acquisition of H&E may include the issuance of debt securities and/or term loan borrowings.permit. The table below presents information on payments coming due under the most significant categories of our needs for cash (excluding operating cash flows pertaining to normal business operations, such as human capital costs, which are not accurately estimable) as of December 31, 20242025:

The only financial covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility.facility for five consecutive business days. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of December 31, 2024,2025, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility.

Sources and Uses of Cash. During 2025, we (i) generated cash from operating activities of $5.190 billion, (ii) generated cash from the sale of rental and non-rental equipment of $1.469 billion and (iii) received cash from debt proceeds, net of payments, of $653. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $4.528 billion, (ii) purchase other companies for $357, (iii) purchase shares of our common stock for $1.969 billion and (iv) pay dividends of $464. During 2024, we (i) generated cash from operating activities of $4.546 billion, (ii) generated cash from the sale of rental and non-rental equipment of $1.588 billion and (iii) received cash from debt proceeds, net of payments, of $1.748 billion. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $4.127 billion, (ii) purchase other companies for $1.655 billion, (iii) purchase shares of our common stock for $1.571 billion and (iv) pay dividends of $434. During 2023, we (i) generated cash from operating activities of $4.704 billion and (ii) generated cash from the sale of rental and non-rental equipment of $1.634 billion. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $4.070 billion, (ii) purchase other companies for $574, (iii) purchase shares of our common stock for $1.070 billion and (iv) pay dividends of $406.

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. Our operations can also be impacted by geopolitical risks, including risks related to international conflicts. To date, the impact from supply chain disruptions has been limited, but we may experience more severe supply chain disruptions in the future. Although interest rates have stabilized more recently, interest rates on our debt instruments have increased in recent years (the weighted average interest rates on our variable debt instruments were 1.4 percent in 2021, 6.3 percent in 2024, 5.4 percent in 2025 and 4.8 percent for the threesix months ended MarchJune 31,30, 2026). Interest rates on our indebtedness that bears interest at fixed rates have similarly fluctuated in recent years (for example, in December 2025, United Rentals (North America), Inc. (“URNA”) issued $1.5 billion principal amount of senior unsecured notes at a 5 3/8 percent interest rate, while URNA's issuance in August 2021 of $750 principal amount of senior unsecured notes was at a 3 3/4 percent interest rate). We have experienced and are continuing to experience inflationary pressures. A portion of inflationary cost increases is passed on to customers. The most significant cost increases that are passed on to customers are for fuel and delivery, and there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor. Tariffs could result in the costs we incur being more than anticipated. The impact of inflation, tariffs, interest rate fluctuations and international conflicts may be significant in the future.

We offer our equipment for rent to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. Our revenues are derived from the following sources: equipment rentals, sales of rental equipment, sales of new equipment, contractor supplies sales and service and other revenues. Equipment rentals represented 8687 percent of total revenues for the threesix months ended MarchJune 31,30, 2026.

Prior to taking actions pertaining to our financial flexibility and liquidity, we assess our available sources and anticipated uses of cash, including, with respect to sources, cash generated from operations and from the sale of rental equipment. As of MarchJune 31,30, 2026, we had available liquidity of $3.377$2.999 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.

In April 2025, our Board of Directors authorized a $1.5 billion share repurchase program, which was increased to $2.0 billion following the enactment of new federal tax legislation in July 2025. This program was completed in the first quarter of 2026. In January 2026, our Board of Directors authorized a new $5.0 billion share repurchase program that has no expiration date, and share repurchases under this program began in March 2026, following completion of the prior $2.0 billion share repurchase program. We have repurchased $25$400 under the $5.0 billion program through MarchJune 31,30, 2026. We intend to complete $1.5 billion of total share repurchases in 2026, comprised of $1.15 billion of share repurchases under the $5.0 billion program and the $350 of share repurchases made to complete the $2.0 billion program. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The share repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $2$6 year-to-date through MarchJune 31,30, 2026 (the total excise tax amount relates to both the current program and the prior program that was completed in the first quarter of 2026).

During the threesix months ended MarchJune 31,30, 2026 and 2025, we paid dividends of $125$248 ($1.97$3.94 per share) and $118$235 ($1.79$3.58 per share), respectively. On AprilJuly 22, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on MayAugust 27,26, 2026 to stockholders of record on MayAugust 13,12, 2026.

Merger Termination Benefit. In January 2025, we announced that we had signed a merger agreement to acquire H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”). In February 2025, following the termination of that merger agreement, we received a break-up fee of $64. Our results for the threesix months ended MarchJune 31,30, 2025 include a net $39 merger termination benefit, which reflects this break-up fee, net of related transaction costs. The net merger termination benefit iswas comprised of $12 of professional fees recorded in selling, general and administrative ("SG&A") expenses, $13 of bridge financing fees recorded in interest expense, net, and the break-up fee of $64 recorded in other income, net. For the threesix months ended MarchJune 31,30, 2025, the impact of the merger termination was a $29 after-tax benefit, or $0.45 per diluted share, forto net income and a $52 benefit forto adjusted EBITDA (as defined below), cash flow from operating activities and free cash flow (as defined below).

Net income and diluted earnings per share for the three and six months ended MarchJune 31,30, 2026 include the impact of the gain associated with the sale of part of our scaffolding business that is discussed above. The impact of the gain on sale of business for the three and six months ended June 30, 2026 was a net after-tax benefit of $37, or $0.58 per diluted share. Net income and diluted earnings per share for the six months ended June 30, 2025 include the impact of the H&E merger termination benefit discussed above. The impact of the merger termination for the threesix months ended MarchJune 31,30, 2025 was a net after-tax benefit of $29, or $0.45 per diluted share. Net income and diluted earnings per share include the after-tax impacts of the items below. The tax rates applied to the items below reflect the statutory rates in the applicable entities.

Adjusted EBITDA for the three months ended March 31, 2025 includes the impact of the H&E merger termination benefit discussed above. The impact of the merger termination for the threesix months ended MarchJune 31,30, 2025 was a net after-tax benefit of $29 forto net income and a $52 benefit forto adjusted EBITDA. The merger termination did not impact the results for any other period in the table below. The table below provides a reconciliation between net income and EBITDA and adjustednet EBITDA:cash provided by operating activities.

(45)The amount for the threesix months ended MarchJune 31,30, 2025 reflects bridge financing fees associated with the terminated H&E acquisition discussed above.

For the three months ended MarchJune 31,30, 2026, net income increased $13,$131, or 2.521.1 percent, to $531,$753, and net income margin decreasedincreased 60130 basis points to 13.317.1 percent, including the 2025$37 impactafter-tax gain on sale of the H&E merger termination benefitbusiness discussed above. Excluding the netgain after-taxon merger termination benefitsale of $29 recognized in the three months ended March 31, 2025,business, net income margin for the three months ended March 31, 2026 increased 2040 basis points year-over-year, primarily reflectingdue 1) increases in gross margins from equipment rentals and sales of rental equipment and 2) reductions in selling, general and administrative ("SG&A") expenses and interest expense as a percentage of revenue, partially offset by 3) $45 of restructuring charges incurred in the three months ended March 31, 2026, primarily under the restructuring program that was initiated in the fourth quarter of 2025. Theto increased gross margin from equipment rentals reflected(reflecting increased margin for the general rentals segment, partially offset by reduceddecreased margin for the specialty segment, as explained further below (see “Results of Operations-Segment Equipment Rentals Gross Profit”)). The restructuring charges are discussed in note 4 to the condensed consolidated financial statements. See “Results of Operations" for further discussion of the significant items impacting our operating results.

For the three months ended MarchJune 31,30, 2026, adjusted EBITDA increased $88,$246, or 5.313.6 percent, to $1.759$2.056 billion, and adjusted EBITDA margin decreasedincreased 8070 basis points to 44.146.6 percent, including the 2025$49 impactgain on sale of thebusiness H&Ediscussed merger termination benefit.above. Excluding the netgain mergeron termination benefitsale of $52 recognized in the three months ended March 31, 2025,business, adjusted EBITDA margin fordecreased the three months ended March 31, 2026 increased 6040 basis points year-over-year, primarily reflecting adecreased reductiongross margin from equipment rentals in SG&Athe expensesspecialty rentals segment, as adiscussed percentagebelow (see “Results of revenue.Operations-Segment Equipment Rentals Gross Profit”). See “Results of Operations" for further discussion of the significant items impacting our operating results.

For the three months ended MarchJune 31,30, 2026, total revenues of $3.985$4.410 billion increased 7.211.8 percent compared with 2025. Equipment rentals and sales of rental equipment are our largest revenue types (together, they accounted for 95 percent of total revenue for the three months ended MarchJune 31,30, 2026). Equipment rentals increased $274,$434, or 8.712.7 percent, primarily due to a 5.77.1 percent increase in average OEC and a 2.33.4 percent increase in fleet productivity. Sales of rental equipment did not change significantly year-over-year.

As discussed in note 3 to our condensed consolidated financial statements, we aggregate our four geographic divisions—Central, Northeast, Southeast and West—into our general rentals reporting segment. 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). For the five year period ended MarchJune 31,30, 2026, there was no general rentals' division with an equipment rentals gross margin that differed materially from the equipment rentals gross margin of the aggregated general rentals' divisions. The rental industry is cyclical, and there historically have occasionally been divisions with equipment rentals gross margins that varied by greater than 10 percent from the equipment rentals gross margins of the aggregated general rentals' divisions, though the specific divisions with margin variances of over 10 percent have fluctuated, and such variances have generally not exceeded 10 percent by a significant amount. We monitor the margin variances and confirm margin similarity between divisions on a quarterly basis.

Equipment rentals represented 8687 percent of total revenues for the three months ended MarchJune 31,30, 2026. For the three months ended MarchJune 31,30, 2026, equipment rentals of $3.419$3.849 billion increased $274,$434, or 8.712.7 percent, as compared to the same period in 2025, primarily due to a 5.77.1 percent increase in average OEC and a 2.33.4 percent increase in fleet productivity.

For the three months ended MarchJune 31,30, 2026, equipment rentals represented 8385 percent of total revenues for the general rentals segment. For the three months ended MarchJune 31,30, 2026, general rentals equipment rentals increased $130,$150, or 6.26.6 percent, as compared to the same period in 2025, primarily duereflecting to increases inincreased average OEC and fleet productivity.OEC.

For the three months ended MarchJune 31,30, 2026, equipment rentals represented 9192 percent of total revenues for the specialty segment. For the three months ended MarchJune 31,30, 2026, specialty equipment rentals increased $144,$284, or 13.824.8 percent, as compared to the same period in 2025, primarily due toreflecting increased average OEC.

Sales of new equipment. For the threesix months ended MarchJune 31,30, 2026, salesequipment of new equipmentrentals represented approximately 287 percent of our total revenues. For the threesix months ended MarchJune 31,30, 2026, salesequipment rentals of new$7.268 equipmentbillion increased 20.0$708, percentor year-over-year,10.8 percent, as compared to the same period in 2025, primarily due to normala variability.6.4 percent increase in average OEC and a 2.9 percent increase in fleet productivity.

ServiceSales andof otherrental revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales).equipment. For the threesix months ended MarchJune 31,30, 2026, servicesales andof otherrental revenuesequipment represented approximately 28 percent of our total revenues. For the three and six months ended MarchJune 31,30, 2026, servicesales andof otherrental revenuesequipment did not change significantly year-over-year.

General rentals. For the three months ended MarchJune 31,30, 2026, equipment rentals gross profit increased by $74,$69, and equipment rentals gross margin increased by 15070 basis points, year-over-year. Gross margin increased primarily due to bettera cost performance and fixed cost absorption on higher revenue, as reflectedreduction in reductions in depreciation, labor and benefits, and delivery costsdepreciation as a percentage of revenue.

Specialty. For the threesix months ended MarchJune 31,30, 2026, equipment rentals gross profit increased by $42,$143, and equipment rentals gross margin decreasedincreased by 170100 basis points, year-over-year. Gross margin decreasedincreased primarily due to better cost performance and fixed cost absorption on higher revenue, as reflected in reductions in depreciation expense,and increased delivery costslabor and changesbenefits inexpenses revenueas mixa drivenpercentage byof growth in lower-margin ancillary revenues.revenue.

For the three months ended MarchJune 31,30, 2026, total gross margin increased 40 basis points from 2025. Equipment rentals gross margin increased 5030 basis points from 2025, reflecting increased margin for the general rentals segment, partially offset by reduced margin for the specialty segment, as discussed above. Gross margin from sales of rental equipment did not change significantly.significantly year-over-year. 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 three months ended MarchJune 31,30, 2026).

SG&A expense primarily includes sales force compensation, information technology costs, third party professional fees, management salaries, bad debt expense and clerical and administrative overhead. SG&A expense for the threesix months ended MarchJune 31,30, 2025 included $12 of professional fees associated with the terminated H&E acquisition discussed above. Excluding the impact of the 2025 costs associated with the terminated H&E acquisition, SG&A expense for the threesix months ended MarchJune 31,30, 2026 decreased year-over-year as a percentage of revenue primarily due to better fixed cost absorption on higher revenue.

Interest expense, net for the three and six months ended MarchJune 31,30, 2026 did not change significantly year-over-year, as the impact of decreased variable debt interest rates and the 2025 fees associated with the terminated H&E acquisition was partially offset by increased average debt. The weighted average interest rates on our variable debt instruments were 4.8 percent for the three and six months ended June 30, 2026, and 5.6 percent for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively.2025. Interest expense, net for the threesix months ended MarchJune 31,30, 2025 included $13 of bridge financing fees associated with the terminated H&E acquisition discussed above.

Other income, net primarily includes (i) currency gains and losses, (ii) finance charges, (iii) gains and losses on sales of non-rental equipment and (iv) other miscellaneous items. Our results for the three and six months ended June 30, 2026 include the gain of $49 associated with the sale of part of our scaffolding business that is discussed above, and this gain was primarily recognized in other income, net. Other income, net for the threesix months ended MarchJune 31,30, 2025 included $64 of income associated with the receipt of the break-up fee associated with the terminated H&E acquisition discussed above.

Balance sheet. Accounts payablereceivable, net increased by $309,$287, or 39.811.4 percent, from December 31, 2025 to MarchJune 30, 2026, primarily due to increased revenue. Accounts payable increased by $834, or 107.5 percent, from December 31, 2025 to June 30, 2026, primarily due to seasonal increases in capital expenditures and business activities. See the condensed consolidated statements of cash flows for further information on changes in cash and cash equivalents, the condensed consolidated statements of stockholders’ equity for further information on changes in stockholders’ equity and note 6 to the condensed consolidated financial statements for further information on debt changes.

In April 2025, our Board of Directors authorized a $1.5 billion share repurchase program, which was increased to $2.0 billion following the enactment of new federal tax legislation in July 2025. This program was completed in the first quarter of 2026. In January 2026, our Board of Directors authorized a new $5.0 billion share repurchase program that has no expiration date, and share repurchases under this program began in March 2026, following completion of the prior $2.0 billion share repurchase program. We have repurchased $25$400 under the $5.0 billion program through MarchJune 31,30, 2026. We intend to complete $1.5 billion of total share repurchases in 2026, comprised of $1.15 billion of share repurchases under the $5.0 billion program and the $350 of share repurchases made to complete the $2.0 billion program. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The share repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $2$6 year-to-date through MarchJune 31,30, 2026 (the total excise tax amount relates to both the current program and the prior program that was completed in the first quarter of 2026). Since 2012, we have repurchased a total of $9.773$10.152 billion (inclusive of excise taxes, which were first imposed in 2023) of Holdings' common stock under our share repurchase programs (comprised of ten programs that have ended, including the program that was completed in the first quarter of 2026, and the current program).

During the threesix months ended MarchJune 31,30, 2026 and 2025, we paid dividends totaling $125$248 ($1.97$3.94 per share) and $118$235 ($1.79$3.58 per share), respectively. On AprilJuly 22, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on MayAugust 27,26, 2026 to stockholders of record on MayAugust 13,12, 2026.

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment, and borrowings available under our ABL and accounts receivable securitization facilities. As of MarchJune 31,30, 2026, we had cash and cash equivalents of $156.$112. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months. The table below presents financial information associated with our principal sources of cash as of and for the threesix months ended MarchJune 31,30, 2026:

To access the capital markets, we rely on credit rating agencies to assign ratings to our securities as an indicator of credit quality. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. Credit ratings also affect the costs of derivative transactions, including interest rate and foreign currency derivative transactions. As a result, negative changes in our credit ratings could adversely impact our costs of funding. Our credit ratings as of AprilJuly 20, 2026 were as follows:

Loan Covenants and Compliance. As of MarchJune 31,30, 2026, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

The only financial covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility for five consecutive business days. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of MarchJune 31,30, 2026, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility.

Covenants in the agreements governing our ABL facility, term loan facility and certain other debt instruments impose limitations on our ability to make share repurchases and dividend payments, subject to important exceptions that would allow us to make such repurchases or payments under certain conditions. Based on our current total indebtedness leverage ratio (as defined in the applicable debt agreements) and usage of the ABL facility as of MarchJune 31,30, 2026, we met the criteria under the applicable debt agreements for these exceptions, and as a result we were not restricted in our ability to make share repurchases and dividend payments.

Sources and Uses of Cash. During the threesix months ended MarchJune 31,30, 2026, we (i) generated cash from operating activities of $1.514$3.305 billion andbillion, (ii) generated cash from the sale of rental and non-rental equipment of $363.$706 and (iii) received proceeds from the sale of part of our scaffolding business of $82. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $833,$2.885 billion, (ii) purchase other companies for $396,$400, (iii) make debt payments, net of proceeds, of $394,$91, (iv) purchase shares of our common stock for $421$816 and (v) pay dividends of $125.$248. Cash paid for income taxes, net decreased from $540 for the six months ended June 30, 2025 to $158 for the six months ended June 30, 2026, primarily due to the impact of federal tax legislation that was enacted in July 2025 (such tax legislation did not materially impact our effective tax rate). During the threesix months ended MarchJune 31,30, 2025, we (i) generated cash from operating activities of $1.425$2.753 billion, including $52 associated with the H&E merger termination benefit discussed above, and (ii) generated cash from the sale of rental and non-rental equipment of $391.$725. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $745,$2.303 billion, (ii) make debt payments, net of proceeds, of $538,$123, (iii) purchase shares of our common stock for $289$720 and (iv) pay dividends of $118.$235.

Free cash flow for the threesix months ended MarchJune 31,30, 2026 did not change significantly year-over-year, as the impact of increased net cash provided by operating activities was offset by higher net payments for rental capital expenditures (payments for purchases of rental equipment less the proceeds from sales of rental equipment). was offset by increased net cash provided by operating activities. Net cash provided by operating activities and free cash flow for the threesix months ended MarchJune 31,30, 2025 both included the $52 H&E merger termination benefit discussed above.

All of the existing guarantees by Holdings and the guarantor subsidiaries rank equally in right of payment with all of the guarantors' existing and future senior indebtedness. The secured indebtedness of Holdings and the guarantor subsidiaries (including guarantees of URNA’s existing and future secured indebtedness) will rank effectively senior to guarantees of any unsecured indebtedness to the extent of the value of the assets securing such indebtedness. Future guarantees of subordinated indebtedness will rank junior to any existing and future senior indebtedness of the guarantors. The guarantees of URNA’s indebtedness are effectively junior to any indebtedness of our subsidiaries that are not guarantors, including our foreign subsidiaries. As of MarchJune 31,30, 2026, the indebtedness, net of debt issuance costs, of our non-guarantors was comprised of (i) $1.500$1.414 billion of outstanding borrowings by the SPV in connection with the Company’s accounts receivable securitization facility, (ii) $145$147 of outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $13$15 of finance leases of our non-guarantor subsidiaries.

Covenants in the agreements governing our ABL facility, term loan facility and certain other debt instruments impose limitations on our ability to make share repurchases and dividend payments, subject to important exceptions that would allow us to make such repurchases or payments under certain conditions. Based on our current total indebtedness leverage ratio (as defined in the applicable debt agreements) and usage of the ABL facility as of MarchJune 31,30, 2026, 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.