UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): December 1, 2025~~1934

Date of Report (Date of earliest event reported): January 28, 2026

__________________

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14387	06-1522496
Delaware	001-13663	86-0933835
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

__________________

100 First Stamford Place, Suite 700

Delaware

001-14387

06-1522496

Stamford, Connecticut

06902

Delaware

001-13663

86-0933835

(Address of Principal Executive Offices)

(Zip Code)

(State or other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)



100 First Stamford Place, Suite 700
Stamford
Connecticut						06902
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (203) 622-3131

(Former name or former address if changed since last report.)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value, of United Rentals, Inc.

URI

New York Stock Exchange

Co-Registrant CIK	0001047166
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Co-Registrant Amendment Flag	false
Emerging growth company		☐
Co-Registrant Form Type	8-K
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐
Co-Registrant DocumentPeriodEndDate	2025-12-01
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Emerging growth company	false

Item 1 2.0102. Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~December~~January 128, ~~2025~~2026, United Rentals ~~(North America)~~, Inc. (~~“URNA”) completed an offering of $1,500,000,000 aggregate principal amount of its 5.375% Senior Notes due 2033 (~~the “~~Notes~~Company”) inissued a ~~private~~press ~~placement~~release toreporting ~~persons~~its ~~reasonably~~results ~~believed~~of tooperations befor ~~qualified~~the ~~institutional~~quarter ~~buyers~~and ~~pursuant to~~year ~~Rule~~ended December ~~144A~~31, ~~under~~2025. ~~the~~A ~~Securities~~copy ~~Act~~ of ~~1933, as amended (~~the ~~“Securities~~press ~~Act”),~~release oris ~~outside~~being ~~the~~furnished ~~United~~with ~~States~~this toreport ~~certain persons~~as ~~in reliance on Regulation S under the Securities Act~~Exhibit 99.1.

~~The Notes were issued pursuant to an indenture, dated as of December~~Item ~~1, 2025 (the “Indenture”), among URNA, United Rentals, Inc~~7.01. Regulation FD ~~(“URI”), certain domestic subsidiaries of URNA (the “Subsidiary Guarantors” and, together with URI, the “Guarantors”), and Truist Bank, as trustee~~Disclosure.

~~The~~Certain ~~Notes~~information ~~mature~~concerning onour ~~November 15~~business, ~~2033~~financial results and ~~bear~~ ~~interest~~2026 outlook that the Company expects to use at acertain ~~rate~~investor ofmeetings ~~5.375%~~and ~~per~~presentations ~~year~~can ~~payable~~be ~~semi-annually~~accessed incurrently ~~cash~~on inthe ~~arrears~~Company’s website, www.unitedrentals.com. Such information will be maintained on ~~May 15~~the ~~and~~Company’s ~~November 15~~website for at least the period of ~~each~~its ~~year. The~~use ~~first~~at such ~~interest~~meetings ~~payment~~and ~~will~~presentations beor ~~made~~until onsuperseded ~~May 15,~~by ~~2026~~more current information.

The ~~Notes~~presentation ~~are~~includes ~~senior~~certain ~~obligations~~financial ofmeasures ~~URNA~~- ~~and~~free ~~rank equally~~cash inflow, ~~right~~earnings ofbefore ~~payment~~interest, ~~with~~taxes, ~~all~~depreciation ofand ~~its~~amortization ~~existing~~(“EBITDA”), adjusted EBITDA and ~~future~~adjusted ~~senior~~earnings ~~indebtedness,~~per ~~effectively~~share ~~junior~~(“adjusted toEPS”) ~~any~~- ofthat ~~its~~are ~~existing~~“non-GAAP ~~and~~financial ~~future secured~~measures” ~~indebtedness~~as todefined under the ~~extent~~rules of the ~~value~~Securities and Exchange Commission. Free cash flow represents net cash provided by operating activities less payments for purchases of, ~~the~~and plus proceeds from, equipment and intangible assets, ~~securing~~and ~~such~~plus ~~indebtedness~~excess tax benefits from share-based payment arrangements. The equipment and ~~senior~~intangible asset items are included in ~~right~~cash flows from investing activities. EBITDA represents the sum of ~~payment~~net toincome, ~~any~~provision (benefit) for income taxes, interest expense, net, interest expense-subordinated convertible debentures, net, depreciation of ~~its existing~~rental equipment and ~~future~~non-rental ~~subordinated~~depreciation ~~indebtedness~~and amortization. Adjusted EBITDA represents EBITDA plus stock compensation expense, net, and the impact of the defined special items. Adjusted EPS represents diluted EPS-GAAP plus the impact of the defined special items.

The ~~Notes~~presentation ~~are~~includes ~~guaranteed~~reconciliations onof athese ~~senior~~non-GAAP ~~unsecured basis~~financial bymeasures ~~the~~to ~~Guarantors~~their nearest generally accepted accounting principles financial measures. The ~~guarantees~~Company ~~are~~believes ~~senior~~that: ~~unsecured~~(i) free ~~obligations~~cash offlow ~~the~~provides ~~Guarantors~~useful ~~and~~additional ~~rank~~information ~~equally~~concerning incash ~~right~~flow ofavailable ~~payment~~to ~~with~~meet ~~all of~~future ~~their~~debt ~~existing~~service obligations and ~~future~~working ~~senior~~capital ~~indebtedness,~~requirements; ~~effectively~~(ii) EBITDA ~~junior~~and toadjusted ~~any~~EBITDA ofprovide ~~their~~useful ~~existing~~information about operating performance and ~~future~~period-over-period ~~secured~~growth, ~~indebtedness~~and tohelp ~~the~~investors ~~extent of~~gain ~~the~~an ~~value~~understanding of the ~~assets~~factors ~~securing~~and ~~such~~trends ~~indebtedness~~affecting ~~and~~our ~~senior~~ongoing incash ~~right~~earnings, offrom ~~payment~~which tocapital ~~any~~investments ofare ~~their~~made ~~existing~~and debt is serviced; and (iii) adjusted EPS provides useful information concerning future ~~subordinated indebtedness~~profitability. ~~The~~However, ~~Notes~~none ~~are~~of ~~not~~these ~~guaranteed~~measures byshould ~~URNA’s~~be ~~foreign~~considered ~~subsidiaries~~as alternatives to net income, cash flows from operating activities or ~~unrestricted~~earnings ~~subsidiaries~~per share under GAAP as indicators of operating performance or liquidity.

~~URNA may redeem some or all of the Notes, at its option, at any time on or after November~~Item ~~15,~~8.01. Other 2028, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on November 15 of each of the years indicated below:Events.

Year	Redemption Price
2028		102.688	%
2029		101.344	%
2030 and thereafter		100.000	%

On January 28, 2026, the Company announced a new $5.0 billion share repurchase program that does not have an established expiration date. The Company plans to begin repurchases under the new program following the planned completion of its existing $2.0 billion share repurchase program in the first quarter of 2026. The Company intends to repurchase $1.5 billion of common stock in 2026, comprised of $350 million to complete its existing share repurchase program, and $1.15 billion under the new program.

~~At any time prior to November~~Item ~~15,~~9.01. Financial ~~2028,~~Statements ~~URNA may, at its option, redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a “make-whole” premium~~ and ~~accrued and unpaid interest, if any, to the redemption date~~Exhibits.

In addition, at any time on or prior to November 15, 2028, URNA may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at a price equal to 10599.~~375%~~1 Press ofRelease ~~the principal amount~~ of ~~the~~United ~~Notes to be redeemed~~Rentals, ~~plus accrued and unpaid interest, if any, to the redemption date~~Inc. Upon the occurrence of certain change of control events during a period when the change of control offer to purchase provisions under the Indenture apply, URNA must offer to repurchase the Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.

The Indenture governing the Notes contains certain covenants applicable to URNA and its restricted subsidiaries, including limitations on liens and mergers, consolidations and sale of assets. The Indenture governing the Notes also contains requirements relating to additional subsidiary guarantors. Each of these covenants is subject to important exceptions and qualifications. In addition, the requirements to provide subsidiary guarantees and to make an offer to repurchase the Notes upon the occurrence of a change of control will not apply to URNA and its restricted subsidiaries during any period when the Notes are rated investment grade by at least two of Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. and Fitch Ratings, Inc. or, in certain circumstances, another rating agency selected by URNA, provided at such time no default under the Indenture has occurred and is continuing.

The Indenture provides for customary events of default, including the following (subject to any applicable cure period): nonpayment, breach of covenants in the Indenture, payment defaults under or acceleration of certain other indebtedness, failure to discharge certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs or is continuing, the trustee, acting at the direction of holders of at least 30% in aggregate principal amount of the Notes then outstanding may declare the principal of, premium, if any, and accrued and unpaid interest, if any, to be due and payable immediately.

The description above is qualified in its entirety by the Indenture (including the Form of Note for the Notes), which is filed as Exhibit 4.1 to this current report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
Exhibit 4.1		Indenture, dated as of December 1, 2025, among URNA, URI, each of URNA’s subsidiaries named therein and Truist Bank, as Trustee (including the Form of Note for the Notes).
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~ each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~December~~ January 128, ~~2025~~2026

UNITED RENTALS, INC. By: /sS/ Joli L. Gross Name: Joli L. Gross Title: Senior Vice President, Chief Legal &and Sustainability Officer, and Corporate Secretary UNITED RENTALS (NORTH AMERICA), INC. By: /sS/ Joli L. Gross Name: Joli L. Gross Title: Senior Vice President, Chief Legal &and Sustainability Officer, and Corporate Secretary

EXHIBIT INDEX



Exhibit No.						Description

99.1						Press Release of United Rentals, Inc.

Filing Compare · UNITED RENTALS, INC.