United Rentals URI · USD

Segment Information Our reportable segments are (i) general rentals and (ii) specialty. Our determination of the operating segments is primarily based on geography, but also includes consideration of the offered products and services. As noted below, we evaluate segment performance primarily based on segment equipment rentals gross profit. As discussed further in note 2 to our consolidated financial statements (“Evaluation of Goodwill Impairment”), we test for goodwill impairment at the reporting unit (the region, which is one level below the operating segment (division)) level. For general rentals, the divisions discussed below, which are our operating segments, are aggregated into the reportable segment. The specialty segment is a single division that is both an operating segment and a reportable segment. We believe that the divisions that are aggregated into our reportable segments have similar economic characteristics, as each division is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our divisions also reflects the management structure that we use for making operating decisions and assessing performance. We evaluate segment performance primarily based on segment equipment rentals gross profit.The general rentals segment includes the rental of (i) general construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, (ii) aerial work platforms, such as boom lifts and scissor lifts and (iii) general tools and light equipment, such as pressure washers, water pumps and power tools. The general rentals segment reflects the aggregation of four geographic divisions—Central, Northeast, Southeast and West—and operates throughout the United States and Canada.

Revenue RecognitionRevenue Recognition Accounting StandardsWe recognize revenue in accordance with two different accounting standards: 1) Topic 606 (which addresses revenue from contracts with customers) and 2) Topic 842 (which addresses lease revenue). Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account under Topic 606. As reflected below, most of our revenue is accounted for under Topic 842. Our contracts with customers generally do not include multiple performance obligations. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.Nature of goods and servicesIn the following table, revenue is summarized by type and by the applicable accounting standard.Year Ended December 31, 202520242023Topic 842Topic 606TotalTopic 842Topic 606TotalTopic 842Topic 606TotalRevenues:Owned equipment rentals$11,048 $— $11,048 $10,559 $— $10,559 $9,948 $— $9,948 Re-rent revenue275—275258—258233—233Ancillary and other rental revenues:Delivery and pick-up—1,1531,153—1,0691,069—941941Other1,0812491,3309402031,143756186942Total ancillary and other rental revenues1,081 1,402 2,483 940 1,272 2,212 756 1,127 1,883 Total equipment rentals12,404 1,402 13,806 11,757 1,272 13,029 10,937 1,127 12,064 Sales of rental equipment—1,4131,413—1,5211,521—1,5741,574Sales of new equipment—348348—282282—218218Contractor supplies sales—163163—155155—146146Service and other revenues—369369—358358—330330Total revenues$12,404 $3,695 $16,099 $11,757 $3,588 $15,345 $10,937 $3,395 $14,332 Revenues by reportable segment and geographical market are presented in note 4 of the consolidated financial statements using the revenue captions reflected in our consolidated statements of operations. The majority of our revenue is recognized in our general rentals segment and in the U.S. (for the year ended December 31, 2025, 68 percent and 91 percent, respectively).

Commitments and Contingencies We are subject to a number of claims and proceedings that generally arise in the ordinary conduct of our business. These matters include, but are not limited to, general liability claims (including personal injury, product liability, and property and automobile claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations and contract and real estate matters. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals included in our consolidated balance sheets for matters where we have established them, we currently believe that any liabilities ultimately resulting from these ordinary course claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows. IndemnificationThe Company indemnifies its officers and directors pursuant to indemnification agreements and may in addition indemnify these individuals as permitted by Delaware law. Employee Benefit PlansWe currently sponsor two defined contribution 401(k) retirement plans, which are subject to the provisions of the Employee Retirement Income Security Act of 1974. We also sponsor a deferred profit sharing plan and a registered retirement savings plan for the benefit of the full-time employees of our Canadian subsidiaries, and also make contributions for employees in Australia and New Zealand. Under these plans, we match a percentage of the participants’ contributions up to a specified amount. Company contributions to the plans were $65, $59 and $56 in the years ended December 31, 2025, 2024 and 2023, respectively. Environmental MattersThe Company and its operations are subject to various laws and related regulations governing environmental matters. Under such laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in, or emanating from, such property, as well as investigation of property damage. We incur ongoing expenses associated with the performance of appropriate remediation at certain locations.

Debt Debt, net of unamortized original issue discounts and premiums, and unamortized debt issuance costs, consists of the following: December 31, 20252024Accounts receivable securitization facility expiring 2026 (1)$1,459 $1,085 $4.5 billion ABL facility expiring 2030 (1) (2)1,6452,253Term loan facility expiring 2031 (1)9759845 1/2 percent Senior Notes due 2027 (2)—4993 7/8 percent Senior Secured Notes due 20277487474 7/8 percent Senior Notes due 2028 (3)1,6691,6676 percent Senior Secured Notes due 20291,4921,4905 1/4 percent Senior Notes due 20307477464 percent Senior Notes due 20307467453 7/8 percent Senior Notes due 20311,0941,0923 3/4 percent Senior Notes due 20327467455 3/8 percent Senior Notes due 2033 (2)1,486—6 1/8 percent Senior Notes due 20341,0911,090Finance leases331263Total debt14,22913,406Less short-term portion (4)(1,577)(1,178)Total long-term debt$12,652 $12,228 (1) The table below presents financial information associated with our variable rate indebtedness as of and for the year ended December 31, 2025. We have borrowed the full available amount under the term loan facility. The principal obligation under the term loan facility is required to be repaid in quarterly installments in an aggregate amount equal to 1.0 percent per annum, with the balance due at the maturity of the facility. The average amount of debt outstanding under the term loan facility decreases slightly each quarter due to the requirement to repay a portion of the principal obligation. ABL facilityAccounts receivable securitization facilityTerm loan facilityBorrowing capacity, net of letters of credit$2,822 $41 $— Letters of credit22 Interest rate at December 31, 20254.7 %4.8 %5.2 %Average month-end debt outstanding2,027 1,366 988 Weighted-average interest rate on average debt outstanding5.3 %5.2 %5.8 %Maximum month-end debt outstanding2,803 1,484 993 (2) In December 2025, URNA issued $1.500 billion principal amount of 5 3/8 percent Senior Notes. See below for additional detail on the issued debt. The net proceeds of the issuance were used to redeem all of the outstanding 5 1/2 percent Senior Notes due 2027 and to reduce drawings on the ABL facility.(3) URNA separately issued 4 7/8 percent Senior Notes in August 2017 and in September 2017.

Income TaxesIncome before provision for income taxes for each of the three years in the period ended December 31, 2025 was as follows:Year ended December 31,202520242023U.S.$3,135 $3,156 $2,926 Foreign203 232 285 Total$3,338 $3,388 $3,211 The components of the provision (benefit) for income taxes for each of the three years in the period ended December 31, 2025 were as follows:Year ended December 31,202520242023CurrentU.S. federal$267 $628 $561 U.S. state and local106140125 Foreign666466 Total current439832752 DeferredU.S. federal363 (8)5 U.S. state and local39 (10)17 Foreign3 (1)13 Total deferred405 (19)35 Total (current and deferred)U.S. federal630 620 566 U.S. state and local145 130 142 Foreign69 63 79 Total$844 $813 $787 A reconciliation of the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate of 21 percent to the income before provision for income taxes for each of the three years in the period ended December 31, 2025 is as follows:Year ended December 31,202520242023AmountPercentAmountPercentAmountPercentComputed tax at statutory tax rate$701 21.0 %$712 21.0 %$674 21.0 %State and local income taxes, net of federal tax benefit (1) (2)124 3.7 %93 2.7 %116 3.6 %Foreign tax effects27 0.8 %14 0.4 %19 0.6 %Effect of cross-border tax laws3 0.1 %(3)(0.1)%(3)(0.1)%Tax credits(18)(0.5)%(4)(0.1)%(3)(0.1)%Changes in valuation allowance— — %— — %(15)(0.5)%Nontaxable or nondeductible items8 0.2 %(5)(0.1)%— — %Changes in unrecognized tax benefits(1)— %6 0.2 %(1)— %Total$844 25.3 %$813 24.0 %$787 24.5 %_________________(1) The states that, in the aggregate, accounted for over 50 percent of the effect of the state and local income taxes shown above were: (i) for 2025, Alabama, California, Florida, Georgia, New Jersey, New York, Pennsylvania and Texas, (ii) for 2024, California, Florida, Georgia, New Jersey and New York, and (iii) for 2023, California, Florida, Georgia, New Jersey, New York and Pennsylvania.(2) The lower percent for 2024 primarily reflects a benefit recognized in 2024 associated with decreases to the average state tax rates. The year-over-year increase in the percent for 2025 primarily reflects the lack of a similar benefit in 2025.

LeasesAs discussed in note 3 to the consolidated financial statements, most of our equipment rental revenue is accounted for as lease revenue under Topic 842 (such revenue represented 77 percent of our total revenues for the year ended December 31, 2025). See note 3 for a discussion of our revenue accounting (such discussion includes lessor disclosures required under Topic 842).We determine if an arrangement is a lease at inception. Our material lease contracts are generally for real estate or vehicles, and the determination of whether such contracts contain leases generally does not require significant estimates or judgments. We lease real estate and equipment under operating leases. We lease a significant portion of our branch locations, and also lease other premises used for purposes such as district and regional offices and service centers. Our finance lease obligations consist primarily of rental equipment (primarily vehicles) and building leases.Operating leases result in the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate at the commencement date to determine the present value of lease payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Our lease terms may include options, at our sole discretion, to extend or terminate the lease that we are reasonably certain to exercise. The amount of payments associated with such options reflected in the “Maturity of lease liabilities” table below is not material. Most real estate leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more. Lease expense is recognized on a straight-line basis over the lease term.Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense on such leases is recognized on a straight-line basis over the lease term. The primary leases we enter into with initial terms of 12 months or less are for equipment that we rent from vendors and then rent to our customers.

We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors. 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 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. Our information technology (“IT”) security team reviews enterprise risk management-level cybersecurity risks annually, and key cybersecurity risks are incorporated into the Enterprise Risk Management Council’s framework. In addition, we have a set of Company-wide policies and procedures concerning cybersecurity matters, which include an IT security manual as well as other policies that directly or indirectly relate to cybersecurity, such as policies related to encryption standards, antivirus protection, remote access, multifactor authentication, confidential information and the use of the internet, social media, email and wireless devices. In 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.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. 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.

Common StockWe have 500 million authorized shares of common stock, $0.01 par value. At December 31, 2025 and 2024, there were 0.0 million shares of common stock reserved for issuance pursuant to options granted under our stock option plans. As of December 31, 2025, there were an aggregate of 0.3 million outstanding time and performance-based RSUs and 0.8 million shares available for grants of stock and options under our 2019 Long Term Incentive Plan. A summary of the transactions within the Company’s stock option plans follows (shares in thousands): SharesWeighted-Average Exercise PriceOutstanding at December 31, 20242 $80.14 Granted— — Exercised(1)80.14 Canceled— — Outstanding at December 31, 20251 80.14 Exercisable at December 31, 20251 $80.14 The following table presents information associated with stock options as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023. No stock options were granted during any of the years presented below. 202520242023Intrinsic value of options outstanding as of December 31$1 $1 Intrinsic value of options exercisable as of December 311 1 Intrinsic value of options exercised1 1 1 In addition to stock options, the Company issues time-based and performance-based RSUs to certain officers and key executives under various equity incentive plans. The RSUs automatically convert to shares of common stock on a one-for-one basis as the awards vest. The time-based RSUs typically vest over a three year vesting period beginning 12 months from the grant date and thereafter annually on the anniversary of the grant date. The performance-based RSUs vest based on the achievement of the performance conditions during the applicable performance periods (currently the calendar year). There were 129 thousand shares of common stock issued upon vesting of RSUs during 2025, net of 79 thousand shares surrendered to satisfy tax obligations. The Company measures the value of RSUs at fair value based on the closing price of the underlying common stock on the grant date. The Company amortizes the fair value of outstanding RSUs as stock-based compensation expense over the requisite service period on a straight-line basis, or sooner if the employee effectively vests upon termination of employment under certain circumstances. For performance-based RSUs, compensation expense is recognized to the extent that the satisfaction of the performance condition is considered probable.