UNITED RENTALS NORTH AMERICA INC
For the period ended Mar 31, 2026. Filed Apr 22, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 22, 2026
URI$1,055.57+1.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-22.
0001067701-25-000039
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-22.
0001067701-26-000016
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 105 previous paragraphs and 90 current paragraphs.
47 unchanged; 39 reworded; 4 added; 16 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
For the three months ended March 31, 2026, net income increased $13, or 2.5 percent, to $531, and net income margin decreased 60 basis points to 13.3 percent, including the 2025 impact of the H&E merger termination benefit discussed above. Excluding the net after-tax merger termination benefit of $29 recognized in the three months ended March 31, 2025, net income margin for the three months ended March 31, 2026 increased 20 basis points year-over-year, primarily reflecting 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. The increased gross margin from equipment rentals reflected increased margin for the general rentals segment, partially offset by reduced 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.
Current report
For the three months ended March 31, 2026, adjusted EBITDA increased $88, or 5.3 percent, to $1.759 billion, and adjusted EBITDA margin decreased 80 basis points to 44.1 percent, including the 2025 impact of the H&E merger termination benefit. Excluding the net merger termination benefit of $52 recognized in the three months ended March 31, 2025, adjusted EBITDA margin for the three months ended March 31, 2026 increased 60 basis points year-over-year, primarily reflecting a reduction in SG&A expenses as a percentage of revenue. See “Results of Operations" for further discussion of the significant items impacting our operating results.
Current report
Specialty. For the three months ended March 31, 2026, equipment rentals gross profit increased by $42, and equipment rentals gross margin decreased by 170 basis points, year-over-year. Gross margin decreased primarily due to higher depreciation expense, increased delivery costs and changes in revenue mix driven by growth in lower-margin ancillary revenues.
Current report
(1)The accounts receivable securitization facility expires on June 24, 2026 and may be extended on a 364-day basis by mutual agreement with the purchasers under the facility.
Removed paragraphs (16)
Previous report
•Amended our ABL facility, primarily to increase the facility size from $4.25 billion to $4.50 billion and to extend the maturity date to July 2030;
Previous report
•Amended our term loan facility, which bears interest based on SOFR plus a spread, primarily to reduce this spread.
Previous report
(5)This reflects write-offs of leasehold improvements and other fixed assets.
Previous report
For the three months ended September 30, 2025, net income decreased $7, or 1.0 percent, to $701. Net income margin decreased 110 basis points to 16.6 percent, primarily driven by 1) decreased gross margin from equipment rentals, which reflected the impact of inflation and normal cost variability, particularly in delivery costs, as well as higher depreciation expense in the specialty segment due, in part, to growth in the segment's matting business, partially offset by decreases as a percentage of revenue in 2) the provision for income taxes and 3) interest expense. While both the provision for income taxes and interest expense decreased as a percentage of revenue, the effective tax rate and net interest expense were both largely flat year-over-year.
Previous report
For the three months ended September 30, 2025, adjusted EBITDA increased $42, or 2.2 percent, to $1.946 billion. Adjusted EBITDA margin decreased 170 basis points to 46.0 percent, primarily reflecting decreases in gross margin from equipment rentals (excluding depreciation and stock compensation expense) and gross margin from used equipment sales (excluding the adjustment for the impact of the fair value mark-up of acquired fleet). The decreased gross margin from equipment rentals reflected the impact of inflation and normal cost variability, particularly in delivery costs. The decreased gross margin from sales of rental equipment primarily reflected the normalization of the used equipment market, including pricing.
Previous report
For the nine months ended September 30, 2025, net income decreased $45, or 2.4 percent, to $1.841 billion, which included the $29 after-tax H&E merger termination benefit discussed above. Net income margin decreased 130 basis points to 15.5 percent, primarily driven by 1) decreased gross margin from equipment rentals, particularly for the specialty segment, as discussed below (see “Results of Operations-Segment Equipment Rentals Gross Profit”) and 2) decreased gross margin from used equipment sales, which primarily reflected the normalization of the used equipment market, including pricing, partially offset by 3) the impact of the H&E break-up fee discussed above.
Previous report
For the nine months ended September 30, 2025, adjusted EBITDA increased $167, or 3.2 percent, to $5.427 billion, which included the $52 merger termination benefit discussed above. Adjusted EBITDA margin decreased 120 basis points to 45.6 percent, primarily reflecting 1) decreased gross margin from equipment rentals (excluding depreciation and stock compensation expense), 2) decreased gross margin from sales of rental equipment (excluding the adjustment for the impact of the fair value mark-up of acquired fleet), which primarily reflected the normalization of the used equipment market, including pricing, and 3) higher SG&A expenses, which included the professional fees associated with the terminated H&E acquisition, partially offset by 4) the impact of the H&E break-up fee discussed above. The decreased gross margin from equipment rentals is discussed below (see “Results of Operations-Segment Equipment Rentals Gross Profit”). While the gross margin discussion below includes the impact of depreciation, the other non-depreciation items discussed below, including inflation, normal cost variability, and a higher proportion of 2025 revenue from ancillary revenues, which generate lower margins than owned equipment rentals, for the specialty segment, were the primary drivers of the decrease in gross margin from equipment rentals on the adjusted EBITDA basis (excluding depreciation and stock compensation expense).
Previous report
For the nine months ended September 30, 2025, total revenues of $11.891 billion increased 5.7 percent compared with 2024. Equipment rentals and sales of rental equipment are our largest revenue types (together, they accounted for 95 percent of total revenue for the nine months ended September 30, 2025). Equipment rentals increased $618, or 6.4 percent, primarily due to a 3.7 percent increase in average OEC, and a 2.8 percent increase in fleet productivity, which includes the impact of the Yak acquisition. Fleet productivity increased 2.5 percent on a pro forma basis including the pre-acquisition results of Yak for 2024. Sales of rental equipment did not change significantly year-over-year.
Previous report
Equipment rentals represented 87 percent of total revenues for the three months ended September 30, 2025. For the three months ended September 30, 2025, equipment rentals of $3.665 billion increased $202, or 5.8 percent, as compared to the same period in 2024, primarily due to a 4.2 percent increase in average OEC and a 2.0 percent increase in fleet productivity.
Previous report
For the nine months ended September 30, 2025, equipment rentals represented 84 percent of total revenues for the general rentals segment. For the nine months ended September 30, 2025, general rentals equipment rentals increased $161, or 2.4 percent, as compared to the same period in 2024.
Previous report
For the nine months ended September 30, 2025, equipment rentals represented 91 percent of total revenues for the specialty segment. For the nine months ended September 30, 2025, specialty equipment rentals increased $457, or 15.2 percent, as compared to the same period in 2024, primarily due to the impact of the Yak acquisition and increased average OEC. Specialty equipment rentals increased 13.3 percent year-over-year on a pro forma basis including the pre-acquisition results of Yak for 2024.
Previous report
For the nine months ended September 30, 2025, equipment rentals gross profit decreased by $1, and equipment rentals gross margin decreased by 90 basis points year-over-year. Gross margin decreased primarily due to inflation and normal cost variability, particularly in delivery and labor and benefits costs.
Previous report
Specialty. For the three months ended September 30, 2025, equipment rentals gross profit increased by $2, and equipment rentals gross margin decreased by 490 basis points, year-over-year. Gross margin decreased primarily due to higher depreciation expense due, in part, to growth in our matting business, which is primarily comprised of locations acquired in the Yak acquisition, and inflation and normal cost variability, particularly in delivery costs. The increase in delivery costs also related in part to repositioning fleet to efficiently support strong demand.
Previous report
For the nine months ended September 30, 2025, equipment rentals gross profit increased by $73, and equipment rentals gross margin decreased by 440 basis points, year-over-year. Gross margin decreased primarily due to 1) increased depreciation expense, including the impact of the Yak 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.
Previous report
On July 4, 2025, new federal tax legislation (“H.R.1”) was enacted. The relevant effects of this legislation include making 100 percent bonus depreciation permanent, the permanent restoration of the ability of taxpayers to immediately expense certain domestic research and experimental expenditures, and the restoration of EBITDA-based interest deduction limitations. In addition, H.R.1 includes international tax provisions, including eliminating the net deemed tangible income return, decreasing the tax rates and taxable income computations applicable to global intangible low-taxed income (“GILTI”) and foreign derived intangible income (“FDII”), and permanently increasing the base erosion and anti-abuse minimum tax (“BEAT”) rate. Upon enactment in the third quarter of 2025, the legislation (i) did not materially impact our effective tax rate, (ii) decreased our cash income tax liability and (iii) increased our deferred tax liability. We continue to evaluate the provisions of the legislation and its potential effects on our financial position, results of operations, and cash flows, and disclosures addressing any material financial statement impact will be provided in future periods as the impact of the legislation is determined.
Previous report
(1)The outstanding and maximum amounts of debt under the ABL facility exceeded the average outstanding amount primarily due to the use of borrowings under the facility to fund seasonal expenditures.
Reworded paragraphs (39)
Previous wording
Our operations are impacted by global economic conditions, including inflation, tariffs, interest rate fluctuations and supply chain constraints, and we take actions to modify our plans to address such economic conditions. To date, the impact from supply chain disruptions has been limited, but we may experience more severe supply chain disruptions in the future. Interest rates on our debt instruments have increased in recent years. For example, in March 2024, United Rentals (North America), Inc. (“URNA”) issued $1.1 billion aggregate principal amount of senior unsecured notes at a 61/8 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 rates on our variable debt instruments were 5.5 percent and 1.4 percent for the nine months ended September 30, 2025 and the year ended December 31, 2021, respectively. 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 can be, in part, 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, as well as impact consumer confidence and/or result in declines in construction or industrial activity. The impact of inflation, tariffs and interest rate fluctuations may be significant in the future.
Current wording
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 three months ended March 31, 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 53/8 percent interest rate, while URNA's issuance in August 2021 of $750 principal amount of senior unsecured notes was at a 33/4 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.
Previous wording
We are the largest equipment rental company in the world, with an integrated network of 1,739 rental locations. We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand. Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages. These include a fleet of rental equipment with a total original equipment cost (“OEC”) of $22.8 billion, and a North American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the U.S. Our size also gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.
Current wording
We are the largest equipment rental company in the world, with an integrated network of 1,767 rental locations. We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand. Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages. These include a fleet of rental equipment with a total original equipment cost (“OEC”) of $22.6 billion, and a North American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the U.S. Our size also gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.
Previous wording
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 86 percent of total revenues for the nine months ended September 30, 2025.
Current wording
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 86 percent of total revenues for the three months ended March 31, 2026.
Previous wording
•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, 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
Current wording
•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 and other recent, smaller acquisitions in 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
Previous wording
•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. Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.
Current wording
•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 other smaller, more recent acquisitions. Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.
Previous wording
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. In 2025, we have taken the following actions to improve our financial flexibility and liquidity, and to position us to invest the necessary capital in our business:
Current wording
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 March 31, 2026, we had available liquidity of $3.377 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.
Previous wording
In January 2024, our Board of Directors authorized a $1.5 billion share repurchase program, which was completed in the first quarter of 2025. In April 2025, our Board of Directors authorized a new $1.5 billion share repurchase program, and repurchases under this program began in April 2025. Subsequent to the enactment of the new federal tax legislation discussed below (see "Results of Operations-Other costs/(income)-effective tax rates”) on July 4, 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 current share repurchase program, from $1.5 billion to $2.0 billion. We have repurchased $1.033 billion under this program through September 30, 2025, and intend to repurchase $1.65 billion under the program in 2025, with the remaining $350 under the program carried into 2026. Including the $250 of repurchases made to complete the prior $1.5 billion share repurchase program, we expect to complete $1.9 billion of repurchases in 2025. 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 $12 year-to-date through September 30, 2025 (the total excise tax amount relates to both the current program and the prior program that was completed in the first quarter of 2025).
Current wording
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 repurchases under this program began in March 2026, following completion of the prior $2.0 billion share repurchase program. We have repurchased $25 under the $5.0 billion program through March 31, 2026. We intend to complete $1.5 billion of total repurchases in 2026, comprised of $1.15 billion of repurchases under the $5.0 billion program and the $350 of 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 repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $2 year-to-date through March 31, 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).
Previous wording
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. During the nine months ended September 30, 2025 and 2024, we paid dividends of $350 ($5.37 per share) and $326 ($4.89 per share), respectively. On October 22, 2025, our Board of Directors declared a quarterly dividend of $1.79 per share, payable on November 26, 2025 to stockholders of record on November 12, 2025.
Current wording
During the three months ended March 31, 2026 and 2025, we paid dividends of $125 ($1.97 per share) and $118 ($1.79 per share), respectively. On April 22, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on May 27, 2026 to stockholders of record on May 13, 2026.
Previous wording
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. The merger agreement was terminated in the first quarter of 2025, and the merger termination had no impact on the results for the three months ended September 30, 2025. Our results for the nine months ended September 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 is 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 nine months ended September 30, 2025, the impact of the merger termination was a $29 after-tax benefit, or $0.45 per diluted share, for net income and a $52 benefit for adjusted EBITDA (as defined below).
Current wording
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 three months ended March 31, 2025 include a net $39 merger termination benefit, which reflects this break-up fee, net of related transaction costs. The net merger termination benefit is 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 three months ended March 31, 2025, the impact of the merger termination was a $29 after-tax benefit, or $0.45 per diluted share, for net income and a $52 benefit for adjusted EBITDA (as defined below), cash flow from operating activities and free cash flow (as defined below).
Previous wording
Net income and diluted earnings per share for the nine months ended September 30, 2025 include the impact of the H&E merger termination benefit discussed above. The impact of the merger termination for the nine months ended September 30, 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 period above. 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.
Current wording
Net income and diluted earnings per share for the three months ended March 31, 2025 include the impact of the H&E merger termination benefit discussed above. The impact of the merger termination for the three months ended March 31, 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.
Previous wording
(4)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information on the restructuring charges, which 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.
Current wording
(4)This primarily reflects severance and branch closure charges associated with our restructuring programs. The restructuring charges generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition. The amounts above primarily reflect charges associated with the restructuring program that was initiated in the fourth quarter of 2025 (see note 4 to the condensed consolidated financial statements for additional detail on our restructuring programs).
Previous wording
Adjusted EBITDA for the nine months ended September 30, 2025 includes the impact of the H&E merger termination benefit discussed above. The impact of the merger termination for the nine months ended September 30, 2025 was a net after-tax benefit of $29 for net income and a $52 benefit for 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 adjusted EBITDA:
Current wording
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 three months ended March 31, 2025 was a net after-tax benefit of $29 for net income and a $52 benefit for 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 adjusted EBITDA:
Previous wording
(1)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information on the restructuring charges, which 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.
Current wording
(1)This primarily reflects severance and branch closure charges associated with our restructuring programs. The restructuring charges generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition. The amounts above primarily reflect charges associated with the restructuring program that was initiated in the fourth quarter of 2025 (see note 4 to the condensed consolidated financial statements for additional detail on our restructuring programs).
Previous wording
(4)The amount for the nine months ended September 30, 2025 primarily reflects bridge financing fees associated with the terminated H&E acquisition discussed above.
Current wording
(4)The amount for the three months ended March 31, 2025 reflects bridge financing fees associated with the terminated H&E acquisition discussed above.
Previous wording
For the three months ended September 30, 2025, total revenues of $4.229 billion increased 5.9 percent compared with 2024. 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 September 30, 2025). Equipment rentals increased $202, or 5.8 percent, primarily due to a 4.2 percent increase in average OEC and a 2.0 percent increase in fleet productivity. Sales of rental equipment did not change significantly year-over-year.
Current wording
For the three months ended March 31, 2026, total revenues of $3.985 billion increased 7.2 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 March 31, 2026). Equipment rentals increased $274, or 8.7 percent, primarily due to a 5.7 percent increase in average OEC and a 2.3 percent increase in fleet productivity. Sales of rental equipment did not change significantly year-over-year.
Previous wording
For the nine months ended September 30, 2025, equipment rentals represented 86 percent of total revenues. For the nine months ended September 30, 2025, equipment rentals of $10.225 billion increased $618, or 6.4 percent, as compared to the same period in 2024, primarily due to a 3.7 percent increase in average OEC, and a 2.8 percent increase in fleet productivity, which includes the impact of the Yak acquisition. Fleet productivity increased 2.5 percent on a pro forma basis including the pre-acquisition results of Yak for 2024.
Current wording
Equipment rentals represented 86 percent of total revenues for the three months ended March 31, 2026. For the three months ended March 31, 2026, equipment rentals of $3.419 billion increased $274, or 8.7 percent, as compared to the same period in 2025, primarily due to a 5.7 percent increase in average OEC and a 2.3 percent increase in fleet productivity.
Previous wording
For the three months ended September 30, 2025, equipment rentals represented 85 percent of total revenues for the general rentals segment. For the three months ended September 30, 2025, general rentals equipment rentals increased $73, or 3.1 percent, as compared to the same period in 2024.
Current wording
For the three months ended March 31, 2026, equipment rentals represented 83 percent of total revenues for the general rentals segment. For the three months ended March 31, 2026, general rentals equipment rentals increased $130, or 6.2 percent, as compared to the same period in 2025, primarily due to increases in average OEC and fleet productivity.
Previous wording
For the three months ended September 30, 2025, equipment rentals represented 90 percent of total revenues for the specialty segment. For the three months ended September 30, 2025, specialty equipment rentals increased $129, or 11.4 percent, as compared to the same period in 2024, primarily due to increased average OEC.
Current wording
For the three months ended March 31, 2026, equipment rentals represented 91 percent of total revenues for the specialty segment. For the three months ended March 31, 2026, specialty equipment rentals increased $144, or 13.8 percent, as compared to the same period in 2025, primarily due to increased average OEC.
Previous wording
Sales of rental equipment. For the nine months ended September 30, 2025, sales of rental equipment represented approximately 9 percent of our total revenues. For the three and nine months ended September 30, 2025, sales of rental equipment did not change significantly year-over-year.
Current wording
Sales of rental equipment. For the three months ended March 31, 2026, sales of rental equipment represented approximately 9 percent of our total revenues. For the three months ended March 31, 2026, sales of rental equipment did not change significantly year-over-year.
Previous wording
Sales of new equipment. For the nine months ended September 30, 2025, sales of new equipment represented approximately 2 percent of our total revenues. For the three and nine months ended September 30, 2025, sales of new equipment increased 23.4 percent and 29.0 percent year-over-year, respectively, primarily due to supply chain normalization.
Current wording
Sales of new equipment. For the three months ended March 31, 2026, sales of new equipment represented approximately 2 percent of our total revenues. For the three months ended March 31, 2026, sales of new equipment increased 20.0 percent year-over-year, primarily due to normal variability.
Previous wording
Contractor supplies sales represent our revenues associated with selling a variety of supplies, including construction consumables, tools, small equipment and safety supplies. For the nine months ended September 30, 2025, contractor supplies sales represented approximately 1 percent of our total revenues. Contractor supplies sales for the three and nine months ended September 30, 2025 did not change significantly year-over-year.
Current wording
Contractor supplies sales represent our revenues associated with selling a variety of supplies, including construction consumables, tools, small equipment and safety supplies. For the three months ended March 31, 2026, contractor supplies sales represented approximately 1 percent of our total revenues. Contractor supplies sales for the three months ended March 31, 2026 did not change significantly year-over-year.
Previous wording
Service and other revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). For the nine months ended September 30, 2025, service and other revenues represented approximately 2 percent of our total revenues. For the three and nine months ended September 30, 2025, service and other revenues did not change significantly year-over-year.
Current wording
Service and other revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). For the three months ended March 31, 2026, service and other revenues represented approximately 2 percent of our total revenues. For the three months ended March 31, 2026, service and other revenues did not change significantly year-over-year.
Previous wording
General rentals. For the three months ended September 30, 2025, equipment rentals gross profit increased by $7, and equipment rentals gross margin decreased by 90 basis points year-over-year. Gross margin decreased primarily due to inflation and normal cost variability, particularly in delivery costs.
Current wording
General rentals. For the three months ended March 31, 2026, equipment rentals gross profit increased by $74, and equipment rentals gross margin increased by 150 basis points, year-over-year. Gross margin increased primarily due to better cost performance and fixed cost absorption on higher revenue, as reflected in reductions in depreciation, labor and benefits, and delivery costs as a percentage of revenue.
Previous wording
For the three months ended September 30, 2025, total gross margin decreased 190 basis points from 2024. Equipment rentals gross margin decreased 200 basis points from 2024, primarily due to inflation and normal cost variability, particularly in delivery costs, as well as increased depreciation expense in the specialty segment, all of which are discussed above. Gross margin from sales of rental equipment decreased 110 basis points from 2024, which primarily reflected the 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 three months ended September 30, 2025).
Current wording
For the three months ended March 31, 2026, total gross margin increased 40 basis points from 2025. Equipment rentals gross margin increased 50 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. 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 March 31, 2026).
Previous wording
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. The year-over-year increase in SG&A expense as a percentage of revenue for the nine months ended September 30, 2025 includes the impact of the professional fees associated with the terminated H&E acquisition discussed above.
Current wording
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 three months ended March 31, 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 three months ended March 31, 2026 decreased year-over-year as a percentage of revenue primarily due to better fixed cost absorption on higher revenue.
Previous wording
Therestructuring 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. Since the first such program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $384. We currently have no open restructuring programs, and the total liability associated with our restructuring programs was $14 as of September 30, 2025.
Current wording
Therestructuring 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 amounts above primarily reflect charges associated with the restructuring program that was initiated in the fourth quarter of 2025 (see note 4 to the condensed consolidated financial statements for additional detail on our restructuring programs). Since the first such program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $429.
Previous wording
Interest expense, net for the three and nine months ended September 30, 2025 did not change significantly year-over-year, as the impact of decreased variable debt interest rates was offset by slightly increased average debt. The weighted average interest rates on our variable debt instruments were 5.4 percent and 6.4 percent for the three months ended September 30, 2025 and 2024, respectively, and 5.5 percent and 6.5 percent for the nine months ended September 30, 2025 and 2024, respectively. Interest expense, net for the nine months ended September 30, 2025 includes the bridge financing fees associated with the terminated H&E acquisition discussed above.
Current wording
Interest expense, net for the three months ended March 31, 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 and 5.6 percent for the three months ended March 31, 2026 and 2025, respectively. Interest expense, net for the three months ended March 31, 2025 included $13 of bridge financing fees associated with the terminated H&E acquisition discussed above.
Previous wording
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 nine months ended September 30, 2025 includes $64 of income associated with the receipt of the break-up fee associated with the terminated H&E acquisition discussed above.
Current wording
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 three months ended March 31, 2025 included $64 of income associated with the receipt of the break-up fee associated with the terminated H&E acquisition discussed above.
Previous wording
Theeffective tax rates for 2025 and 2024 differed from the federal statutory rate of 21 percent primarily due to the geographical mix of income between foreign and domestic operations, the impact of state and local taxes, stock compensation, and other deductible and nondeductible charges. The year-over-year increase in the effective tax rate for the nine months ended September 30, 2025 primarily reflected benefits recognized in 2024 associated with decreases to the average state tax rates and changes to tax laws in certain states.
Current wording
Theeffective tax rates for 2026 and 2025 differed from the federal statutory rate of 21 percent primarily due to the geographical mix of income between foreign and domestic operations, the impact of state and local taxes, stock compensation, and other deductible and nondeductible charges.
Previous wording
Balance sheet. Prepaid expenses and other assets increased by $223, or 94.9 percent, from December 31, 2024 to September 30, 2025, primarily due to an increase in income taxes receivable which reflected required tax payments exceeding the estimated tax accruals. Other intangible assets, net decreased by $132, or 19.9 percent, from December 31, 2024 to September 30, 2025, primarily due to amortization of the assets. Accounts payable increased by $528, or 70.6 percent, from December 31, 2024 to September 30, 2025, primarily due to seasonal increases in capital expenditures and business activities. Deferred taxes increased by $286, or 10.7 percent, from December 31, 2024 to September 30, 2025, primarily due to the impact of the H.R.1 tax legislation discussed above. 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 5 to the condensed consolidated financial statements for further information on debt changes.
Current wording
Balance sheet. Accounts payable increased by $309, or 39.8 percent, from December 31, 2025 to March 31, 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.
Previous wording
In January 2024, our Board of Directors authorized a $1.5 billion share repurchase program, which was completed in the first quarter of 2025. In April 2025, our Board of Directors authorized a new $1.5 billion share repurchase program, and repurchases under this program began in April 2025. Subsequent to the enactment of the new federal tax legislation discussed above (see "Results of Operations-Other costs/(income)-effective tax rates”) on July 4, 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 current share repurchase program, from $1.5 billion to $2.0 billion. We have repurchased $1.033 billion under this program through September 30, 2025, and intend to repurchase $1.65 billion under the program in 2025, with the remaining $350 under the program carried into 2026. Including the $250 of repurchases made to complete the prior $1.5 billion share repurchase program, we expect to complete $1.9 billion of repurchases in 2025. 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 $12 year-to-date through September 30, 2025 (the total excise tax amount relates to both the current program and the prior program that was completed in the first quarter of 2025). Since 2012, we have repurchased a total of $8.773 billion (inclusive of immaterial excise taxes, which were first imposed in 2023) of Holdings' common stock under our share repurchase programs (comprised of nine programs that have ended, including the program that was completed in the first quarter of 2025).
Current wording
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 repurchases under this program began in March 2026, following completion of the prior $2.0 billion share repurchase program. We have repurchased $25 under the $5.0 billion program through March 31, 2026. We intend to complete $1.5 billion of total repurchases in 2026, comprised of $1.15 billion of repurchases under the $5.0 billion program and the $350 of 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 repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $2 year-to-date through March 31, 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 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).
Previous wording
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. During the nine months ended September 30, 2025 and 2024, we paid dividends totaling $350 ($5.37 per share) and $326 ($4.89 per share), respectively. On October 22, 2025, our Board of Directors declared a quarterly dividend of $1.79 per share, payable on November 26, 2025 to stockholders of record on November 12, 2025.
Current wording
During the three months ended March 31, 2026 and 2025, we paid dividends totaling $125 ($1.97 per share) and $118 ($1.79 per share), respectively. On April 22, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on May 27, 2026 to stockholders of record on May 13, 2026.
Previous wording
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 September 30, 2025, we had cash and cash equivalents of $512. 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 nine months ended September 30, 2025:
Current wording
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 March 31, 2026, we had cash and cash equivalents of $156. 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 three months ended March 31, 2026:
Previous wording
Loan Covenants and Compliance. As of September 30, 2025, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and our 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.
Current wording
Loan Covenants and Compliance. As of March 31, 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.
Previous wording
Sources and Uses of Cash. During the nine months ended September 30, 2025, we (i) generated cash from operating activities of $3.934 billion, (ii) generated cash from the sale of rental and non-rental equipment of $1.071 billion and (iii) received cash from debt proceeds, net of payments, of $605. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $3.849 billion, (ii) purchase shares of our common stock for $1.338 billion and (iii) pay dividends of $350. During the nine months ended September 30, 2024, we (i) generated cash from operating activities of $3.498 billion, (ii) generated cash from the sale of rental and non-rental equipment of $1.119 billion and (iii) received cash from debt proceeds, net of payments, of $1.765 billion. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $3.444 billion, (ii) purchase other companies for $1.342 billion, (iii) purchase shares of our common stock for $1.168 billion and (iv) pay dividends of $326.
Current wording
Sources and Uses of Cash. During the three months ended March 31, 2026, we (i) generated cash from operating activities of $1.514 billion and (ii) generated cash from the sale of rental and non-rental equipment of $363. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $833, (ii) purchase other companies for $396, (iii) make debt payments, net of proceeds, of $394, (iv) purchase shares of our common stock for $421 and (v) pay dividends of $125. During the three months ended March 31, 2025, we (i) generated cash from operating activities of $1.425 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. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $745, (ii) make debt payments, net of proceeds, of $538, (iii) purchase shares of our common stock for $289 and (iv) pay dividends of $118.
Previous wording
Free cash flow for the nine months ended September 30, 2025 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).
Current wording
Free cash flow for the three months ended March 31, 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). Net cash provided by operating activities and free cash flow for the three months ended March 31, 2025 both included the $52 H&E merger termination benefit discussed above.
Previous wording
URNA is 100 percent owned by Holdings and has certain outstanding indebtedness that is guaranteed by both Holdings and, with the exception of its U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization facility (the “SPV”) and a foreign subsidiary holding company acquired in connection with the General Finance acquisition, all of URNA’s U.S. subsidiaries (the “guarantor subsidiaries”). Other than the guarantee by our Canadian subsidiary of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries, the SPV, or the foreign subsidiary holding company acquired in connection with the General Finance acquisition (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold or contributed by URNA to the SPV and are not available to satisfy the obligations of URNA or Holdings’ other subsidiaries. Holdings consolidates each of URNA and the guarantor subsidiaries in its consolidated financial statements. URNA and the guarantor subsidiaries are all 100 percent-owned and controlled by Holdings. Holdings’ guarantees of URNA’s indebtedness are full and unconditional, except that the guarantees may be automatically released and relieved upon satisfaction of the requirements for legal defeasance or covenant defeasance under the applicable indenture being met. The Holdings guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by Holdings will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws.
Current wording
URNA is 100 percent-owned by Holdings and has certain series of its senior notes that are guaranteed by both Holdings and certain U.S. subsidiaries of URNA, including United Rentals Highway Technologies Gulf, LLC, United Rentals (Delaware), Inc. and United Rentals Realty, LLC (together, the “guarantor subsidiaries”). Other than the guarantee by our Canadian subsidiary of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries, the U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization facility (the “SPV”), certain immaterial subsidiaries or the foreign subsidiary holding company acquired in connection with the General Finance acquisition (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold or contributed by URNA to the SPV and are not available to satisfy the obligations of URNA or Holdings’ other subsidiaries. Holdings consolidates each of URNA and the guarantor subsidiaries in its consolidated financial statements. URNA and the guarantor subsidiaries are all 100 percent-owned and controlled by Holdings. Holdings’ guarantees of URNA’s indebtedness are full and unconditional, except that the guarantees may be automatically released and relieved upon satisfaction of the requirements for legal defeasance or covenant defeasance under the applicable indenture being met. The Holdings guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by Holdings will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws.
Previous wording
The guarantees of Holdings and the guarantor subsidiaries are made on a joint and several basis. The guarantees of the guarantor subsidiaries are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the guarantor subsidiary, the sale of all or substantially all of the guarantor subsidiary's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met, designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants or the notes being rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA. Like the Holdings guarantees, the guarantees of the guarantor subsidiaries are subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws.
Current wording
The guarantees of Holdings and the guarantor subsidiaries are made on a joint and several basis. The guarantees of the guarantor subsidiaries are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the guarantor subsidiary, the sale of all or substantially all of the guarantor subsidiary's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met, designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants or the notes being rated investment grade by certain rating agencies as specified in the applicable indenture. Like the Holdings guarantees, the guarantees of the guarantor subsidiaries are subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws.
Previous wording
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 September 30, 2025, the indebtedness, net of debt issuance costs, of our non-guarantors was comprised of (i)
Current wording
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 March 31, 2026, the indebtedness, net of debt issuance costs, of our non-guarantors was comprised of (i) $1.500 billion of outstanding borrowings by the SPV in connection with the Company’s accounts receivable securitization facility, (ii) $145 of outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $13 of finance leases of our non-guarantor subsidiaries.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
As of September 30, 2025, we had available liquidity of $2.452 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.
Previous report — wording carried elsewhere
For the nine months ended September 30, 2025, total gross margin decreased 180 basis points from 2024. Equipment rentals gross margin decreased 170 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 the general rentals 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 240 basis points from 2024, which primarily reflected the 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 nine months ended September 30, 2025).
Previous report — wording carried elsewhere
$1.439 billion of outstanding borrowings by the SPV in connection with the Company’s accounts receivable securitization facility, (ii) $128 of outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $12 of finance leases of our non-guarantor subsidiaries.