UNITED RENTALS, INC.

This summary highlights information about United Rentals, Inc. (the “Company” or “United Rentals”) and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for our 2025 annual meeting of stockholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider in voting your shares. You should read the entire Proxy Statement carefully before voting.

Board Leadership Structure

Our current Board of Directors (“Board”) leadership structure consists of our non-executive Chair; Lead Independent Director; and President and Chief Executive Officer (“CEO”). The following is a summary of how the three roles interact and overlap with respect to Board leadership responsibilities:

We believe this structure enables each person to focus on different aspects of Company leadership and reinforces the independence of our Board as a whole. For additional information about this structure, see “Corporate Governance Matters—Board Leadership Structure and Role of Our Lead Independent Director.”

As a result of our director retirement age policy and our ongoing Board refreshment efforts, Bobby Griffin, our current Lead Independent Director, will not stand for re-election at the Annual Meeting. The Board has selected Gracia Martore to serve as Lead Independent Director, effective immediately following the Annual Meeting.

Board Nominees

You are being asked to vote on the following 10 nominees for director. As noted above, as a result of our director retirement age policy and our ongoing Board refreshment efforts, Mr. Griffin will not stand for re-election at the Annual Meeting. All nominees meet the New York Stock Exchange (the “NYSE”) governance standards for director independence, except for Messrs. Kneeland and Flannery, who are not independent due to their employment (or, in the case of Mr. Kneeland, former employment) with the Company. Information about each director’s experiences, qualifications, attributes and skills can be found beginning on page 14.

Board Refreshment

Board composition remains a priority for the Company as evidenced by the Board’s continuing refreshment efforts. Our Board has engaged an independent consulting and search firm since 2016 to assist in developing a long-term succession plan to identify, recruit and appoint new directors whose qualifications may further enhance our Board’s oversight. In particular, the Board’s long-term succession plan is informed by a list of prioritized director competencies which was first developed in 2016 and is regularly reviewed by the Board. See “Proposal 1” for our director matrix, which includes information on key competencies of each director. As a result of the Board’s refreshment efforts, nine new directors joined the Board between 2017 and March 2025, and the average tenure of our director nominees is six years.

Corporate Governance Highlights

We are committed to the highest standards of ethics, business integrity and corporate governance. We are focused on increasing stockholder value and understand our ethical obligations to our stockholders, employees, customers, suppliers, and the communities in which we operate. Our governance practices are designed to establish and preserve management and director accountability, provide a structure that allows the Board to set objectives, monitor performance and exercise independent oversight, and enhance stockholder value.

Board Oversight of Sustainability and Culture Matters

Pursuant to its charter, our Board’s Nominating and Corporate Governance (“N&CG”) Committee holds primary responsibility for overseeing the Company’s sustainability and culture policies and practices. In furtherance of this responsibility, the N&CG Committee engages on sustainability and culture matters several times a year, including reviewing the Company’s key corporate responsibility policies and disclosures, as well as receiving updates from members of the Company’s management team, including members of the Sustainability Steering Committee. During 2024, the N&CG Committee’s oversight included, among other items, review of:

•

the Company’s lobbying report and health safety and environmental policy;

•

investor feedback on sustainability and culture matters;

•

the Company’s sustainability strategy;

•

progress against the Company’s aspirational sustainability and safety goals, including the Company’s greenhouse gas (“GHG”) emissions intensity reduction goal; and

•

the Company’s corporate responsibility report and Task Force on Climate-Related Disclosure (“TCFD”) report.

In addition, the full Board periodically reviews corporate culture matters, such as talent management and results from the Company’s employee experience survey.

The other three Board committees oversee specific sustainability and culture topics. The Audit Committee oversees our cybersecurity programs and enterprise risk management, the latter of which considers sustainability and culture risks. The Compensation Committee evaluates CEO and senior management compensation and therein considers performance on strategic factors related to sustainability and human capital. The Strategy Committee advises on overall Company strategy, including consideration of key sustainability matters and innovation. For additional information see our latest corporate responsibility report available on our website at http://www.unitedrentals.com under the “Company—About Us” tab.

Investor Engagement

We value our investors’ perspective on our business and each year we proactively interact with investors through numerous engagement activities. In 2024, these included our annual stockholder meeting, quarterly earnings calls and various investor conferences and (non-deal) road shows. In addition, at the Board’s request, management continued the momentum from the Company’s prior stockholder outreach programs with another outreach program in 2024, as detailed below. These engagement activities, and the feedback we receive, are informative and helpful to us in our ongoing effort to increase stockholder value. We welcome additional feedback and our Investor Relations department is the contact point for investor interaction with United Rentals. Additionally, investors may access information about the Company through our website. For questions concerning Investor Relations, please contact Elizabeth Grenfell, Vice President, Investor Relations, at 203-618-7125 or investors@ur.com.

2024 Stockholder Outreach Program

The purpose of our 2024 stockholder outreach program (our “2024 Outreach Program”) was to engage with our top stockholders about key governance, sustainability, culture and compensation topics specific to the Company, and about other topics and trends our stockholders wished to discuss with us. During 2024, we contacted governance and investment professionals at 28 of our top holders, representing approximately 55% of total outstanding shares. Of the 28 holders contacted in 2024, we had calls with 12 holders, representing approximately 22% of total outstanding shares. Our 2024 Outreach Program did not involve direct discussion between a stockholder and an independent director. However, as it has done in the past, the Board remains willing to make an independent director available for direct discussion with investors, upon investor request and as appropriate. For information about how to communicate directly with our Board, see “Corporate Governance Matters—Direct Communications with Directors.” The following is a summary of topics that were discussed during our 2024 engagements and results of the feedback.

2024 Business Overview

In 2024, our team doubled down on being the partner of choice for our customers. Our diligence on safety, coupled with unmatched service, technology and operational excellence, translated into another year of record revenue, adjusted EBITDA(1) and earnings per share (“EPS”). We continue to execute on our strategy with investments in new branch locations, fleet, headcount and technology, all setting the foundation for our growth over the long-term. Additionally, we remain focused on leveraging our industry leading profitability, capital efficiency and the flexibility of our business model to generate meaningful free cash flow, which in turn creates long-term shareholder value. To that end, we returned over $1.9 billion to shareholders in 2024 through a combination of $1.5 billion of share repurchases and more than $400 million in dividends.

For 2024, rental revenue grew 8% year-over-year to $13.0 billion, with growth across both our general rentals and specialty businesses. Total revenue was $15.3 billion, net income margin(2) was 16.8% and adjusted EBITDA margin(2) was 46.7%. Furthermore, we generated $4.5 billion of net cash from operating activities and $2.1 billion of free cash flow(1). We opened 72 specialty branch locations during the year, and increased the size of our business to 1,686 global branches. Additionally, gross purchases of rental fleet were $3.8 billion, and we ended the year with a fleet valued at $21.4 billion at original equipment cost (“OEC”). We also delivered a return on invested capital (“ROIC”)(3) of 13.0%, which was well above our cost of capital. Our net leverage ratio ended the year at 1.8x, which was within our leverage target range of 1.5x-2.5x, and we had total liquidity of $2.8 billion as of year-end.

(1)

Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) and free cash flow are non-GAAP measures as defined in our Form 10-K. Please refer to the Form 10-K for the reconciliations to GAAP and for the reasons why management believes the non-GAAP financial measures provide useful information to investors about the Company’s operating performance, liquidity and period-over-period growth, and help investors gain an understanding of the factors and trends affecting the Company’s ongoing cash earnings, from which capital investments are made and debt is serviced.

(2)

Net income margin and adjusted EBITDA margin represent net income or adjusted EBITDA divided by total revenue.

(3)

ROIC is calculated as after-tax operating income for the trailing 12-months divided by average stockholders’ equity, debt and deferred taxes, net of average cash. To mitigate the volatility related to fluctuations in the Company’s tax rate from period to period, the U.S. federal corporate statutory rate of 21% was used to calculate after-tax operating income.

As part of our commitment to return excess capital to our shareholders, in January 2025, we increased our quarterly dividend by 10% to $1.79 per share, or $7.16 annualized. Our share repurchase program was briefly on hold while we performed diligence in connection with the possible acquisition of H&E Equipment Rentals, Inc. (“H&E”). However, following the decision to terminate our agreement to acquire H&E in February 2025, we resumed share repurchases with the expectation of completing the remaining $250 million of our current $1.5 billion authorization by the end of the first quarter of 2025.

Our results were enabled by our approximately 27,900 employees who lead our people-centric culture, which is a critical element of our growth strategy and a differentiator in the industry.

During 2024, our team marked the following strategic achievements:

•

delivered another strong safety performance, with a total recordable incident rate (“TRIR”) of 0.81, which represented a slight increase from 2023;

•

•

earned strong satisfaction scores in our 2024 employee experience survey, with average responses ranging from 8.3 to 9.1 out of 10 in each of our four survey categories; our employee Net Promoter Scores placed us in the top five percent of the Peakon Benchmark for Commercial and Professional Services Companies for the Engagement category, in the top 10 percent for the Health & Wellbeing category and in the top 25 percent for the Belonging category (there is no external benchmark reference for our fourth category, Safety Commitment);

•

received national recognition for our culture, with numerous awards, including being named as one of America’s Most Responsible Companies for 2024 by Newsweek, one of the U.S. Best Managed Companies for 2024 by The Wall Street Journal, and one of America’s Best Large Employers for 2024 by Forbes; and

•

Executive Compensation Overview

Our Compensation Philosophy

The foundation of our compensation philosophy is to ensure that our executive compensation program is designed to align with the Company’s business strategy and drive long-term stockholder value. Our compensation philosophy is supported by three pillars: stockholder alignment, market competitiveness, and internal balance; and by the following principal elements of pay:

Pay Mix: Our executive compensation program emphasizes variable pay that aligns compensation with performance and stockholder value. For our named executive officers (“NEOs”), the mix of compensation elements is heavily weighted toward variable, performance-based compensation with a balanced focus on growth, profitability, and returns. The CEO’s compensation has a greater emphasis on variable compensation than that of the other NEOs because his actions have a greater influence on the performance of the Company as a whole. The significant majority of NEO pay continues to be variable: 90% for the CEO and an average of 80% for our other NEOs, based upon annual target total direct compensation (“TTDC”) for fiscal year 2024 and not including any one-time grants or awards outside of annual TTDC.

Stockholder Support: At the Company’s 2024 annual meeting of stockholders, we received very strong support for our executive compensation program, with 94% of the stockholders who voted on the advisory “say on pay” proposal approving the compensation of our NEOs. This is consistent with the positive feedback we received in discussions with our stockholders throughout the year. We interpreted this support as affirmation of the structure of our program and our approach to making compensation decisions. As a result, we did not make substantive changes to the program design in 2024.

Compensation Governance: Our program is built on the foundation of the following best practices and policies:

2024 Pay Decisions: The Compensation Committee took the following compensation-related actions for fiscal 2023:

•

Base salaries: Based on the Compensation Committee’s annual review during the first quarter of 2024, the base salaries of Messrs. Flannery, Grace, Pintoff and Durand and Ms. Gross increased between 4.5% and 8.2%.

•

Incentive compensation: Based on the Company’s performance, funding for both our AICP and LTIP was above target. AICP bonuses were funded at 105.2% of target, and LTIP awards were earned at 112.8% of target.

For further details about the executive compensation program, please refer to the CD&A starting on page 38 of this Proxy Statement.

Proxy Statement