UNITED RENTALS NORTH AMERICA INC

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. 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 six months ended June 30, 2026). Interest rates on our indebtedness that bears interest at fixed rates have similarly fluctuated in recent years (for example, in December 2025, United Rentals (North America), Inc. (“URNA”) issued $1.5 billion principal amount of senior unsecured notes at a 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.

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. Interest rates on our debt instruments have fluctuated 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 nine months ended September 30, 2026). Interest rates on our indebtedness that bears interest at fixed rates have similarly fluctuated in recent years (for example, in December 2025, United Rentals (North America), Inc. (“URNA”) issued $1.5 billion principal amount of senior unsecured notes at a 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 1,774 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 $23.8 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 1,795 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 $24.8 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.

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 87 percent of total revenues for the six months ended June 30, 2026.

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 87 percent of total revenues for the nine months ended September 30, 2026.

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. As of June 30, 2026, we had available liquidity of $2.999 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.

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 reflected below (see “Liquidity and Capital Resources” for our current credit ratings), our credit ratings recently changed, with Moody’s changing our outlook to positive and Standard & Poor’s upgrading our rating to BBB-/stable. As of September 30, 2026, we had available liquidity of $2.615 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.

Previous 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 share repurchases under this program began in March 2026, following completion of the prior $2.0 billion share repurchase program. We have repurchased $400 under the $5.0 billion program through June 30, 2026. We intend to complete $1.5 billion of total share repurchases in 2026, comprised of $1.15 billion of share repurchases under the $5.0 billion program and the $350 of share repurchases made to complete the $2.0 billion program. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The share repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $6 year-to-date through June 30, 2026 (the total excise tax amount relates to both the current program and the prior program that was completed in the first quarter of 2026).

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 share repurchases under this program began in March 2026, following completion of the prior $2.0 billion share repurchase program. We have repurchased $775 under the $5.0 billion program through September 30, 2026. We intend to complete $1.5 billion of total share repurchases in 2026, comprised of $1.15 billion of share repurchases under the $5.0 billion program and the $350 of share repurchases made to complete the $2.0 billion program. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The share repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $10 year-to-date through September 30, 2026 (the total excise tax amount relates to both the current program and the prior program that was completed in the first quarter of 2026).

Previous wording

During the six months ended June 30, 2026 and 2025, we paid dividends of $248 ($3.94 per share) and $235 ($3.58 per share), respectively. On July 22, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on August 26, 2026 to stockholders of record on August 12, 2026.

Current wording

During the nine months ended September 30, 2026 and 2025, we paid dividends of $371 ($5.91 per share) and $350 ($5.37 per share), respectively. On October 21, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on November 25, 2026 to stockholders of record on November 11, 2026.

Previous wording

Gain on Sale of Business. The three and six months ended June 30, 2026 include a gain of $49 associated with the sale of part of our scaffolding business. The impact of the gain was an after-tax benefit of $37, or $0.58 per diluted share, to net income and a $49 benefit to adjusted EBITDA (as defined below).

Current wording

Gain on Sale of Business. The nine months ended September 30, 2026 include a gain of $53 primarily associated with the sale of part of our scaffolding business. The impact of the gain was an after-tax benefit of $39, or $0.63 per diluted share, to net income and a $53 benefit to adjusted EBITDA (as defined below).

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. Our results for the six months ended June 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 was 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 six months ended June 30, 2025, the impact of the merger termination was a $29 after-tax benefit, or $0.45 per diluted share, to net income and a $52 benefit to adjusted EBITDA (as defined below), cash flow from operating activities and free cash flow (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 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 was 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, to net income and a $52 benefit to adjusted EBITDA (as defined below).

Previous wording

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

Current wording

Net income and diluted earnings per share for the nine months ended September 30, 2026 include the impact of the gain primarily associated with the sale of part of our scaffolding business that is discussed above. The impact of the gain on sale of business for the nine months ended September 30, 2026 was a net after-tax benefit of $39, or $0.63 per diluted share. 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. 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

Adjusted EBITDA for the three and six months ended June 30, 2026 includes the impact of the gain associated with the sale of part of our scaffolding business that is discussed above. The impact of the gain on sale of business for the three and six months ended June 30, 2026 was a net after-tax benefit of $37 to net income and a $49 benefit to adjusted EBITDA. Adjusted EBITDA for the six months ended June 30, 2025 includes the impact of the H&E merger termination benefit discussed above.

Current wording

Adjusted EBITDA for the nine months ended September 30, 2026 includes the impact of the gain primarily associated with the sale of part of our scaffolding business that is discussed above. The impact of the gain on sale of business for the nine months ended September 30, 2026 was a net after-tax benefit of $39 to net income and a $53 benefit to adjusted EBITDA. 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 to net income and a $52 benefit to adjusted EBITDA.

Previous wording

(4)See above for a discussion of the gain recognized upon sale of part of our scaffolding business.

Current wording

(4)See above for a discussion of the gain primarily associated with the sale of part of our scaffolding business.

Previous wording

(5)The amount for the six months ended June 30, 2025 reflects bridge financing fees associated with the terminated H&E acquisition discussed above.

Current wording

(5)The amount for the nine months ended September 30, 2025 primarily reflects bridge financing fees associated with the terminated H&E acquisition discussed above.

Previous wording

For the six months ended June 30, 2026, net income increased $144, or 12.6 percent, to $1.284 billion, and net income margin increased 40 basis points to 15.3 percent, including the impacts of the $37 after-tax gain on sale of business recognized in the six months ended June 30, 2026 and the net after-tax H&E merger termination benefit of $29 recognized in the six months ended June 30, 2025, both of which are discussed above. The 2026 gain on sale of business and the 2025 merger termination benefit had offsetting impacts on the net income margin variance, and net income margin for the six months ended June 30, 2026 excluding these items increased 40 basis points year-over-year, primarily reflecting 1) increased gross margin from equipment rentals and 2) reductions in selling, general and administrative ("SG&A") expenses and interest expense as a percentage of revenue, partially offset by 3) $51 of restructuring charges incurred in the six months ended June 30, 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 wording

For the nine months ended September 30, 2026, net income increased $363, or 19.7 percent, to $2.204 billion, and net income margin increased 110 basis points to 16.6 percent. The nine months ended September 30, 2026 included the $39 after-tax gain primarily associated with the sale of part of our scaffolding business, and the nine months ended September 30, 2025 included the net after-tax H&E merger termination benefit of $29, both of which are discussed above. The 2026 gain on sale of business and the 2025 merger termination benefit had offsetting impacts on the year-over-year net income margin variance, and the year-over-year net income margin increase of 110 basis points primarily reflected 1) increased gross margin from equipment rentals and 2) reductions in SG&A expenses and interest expense as a percentage of revenue, partially offset by 3) $66 of restructuring charges incurred in the nine months ended September 30, 2026, primarily under the restructuring program that was initiated in the fourth quarter of 2025. The increase in gross margin from equipment rentals primarily reflected, for both the general rentals and specialty rentals segments, the impact of efficiencies in depreciation, labor and benefits, repairs and maintenance, and delivery expenses, partially offset by the impact of changes in revenue mix driven by growth in lower-margin ancillary and re-rent revenues, as explained 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.

Previous wording

For the six months ended June 30, 2026, adjusted EBITDA increased $334, or 9.6 percent, to $3.815 billion, and adjusted EBITDA margin was flat year-over-year at 45.4 percent, including the impacts of the $49 gain on sale of business recognized in the six months ended June 30, 2026 and the net H&E merger termination benefit of $52 recognized in the six months ended June 30, 2025, both of which are discussed above. The 2026 gain on sale of business and the 2025 merger termination benefit had offsetting impacts on the adjusted EBITDA margin variance, and adjusted EBITDA margin for the six months ended June 30, 2026 excluding these items increased 10 basis points year-over-year, primarily reflecting a slight reduction in SG&A expenses as a percentage of revenue offset by a slight decrease in gross margin from equipment rentals (excluding depreciation and stock compensation expense). See “Results of Operations" for further discussion of the significant items impacting our operating results.

Current wording

For the nine months ended September 30, 2026, adjusted EBITDA increased $719, or 13.2 percent, to $6.146 billion, and adjusted EBITDA margin increased 70 basis points to 46.3 percent. The nine months ended September 30, 2026 included the impact of the $53 gain primarily associated with the sale of part of our scaffolding business, and the nine months ended September 30, 2025 included the net H&E merger termination benefit of $52, both of which are discussed above. The 2026 gain on sale of business and the 2025 merger termination benefit had offsetting impacts on the year-over-year adjusted EBITDA margin variance, and the year-over-year adjusted EBITDA margin increase of 70 basis points primarily reflected increased gross margin from equipment rentals (excluding depreciation and stock compensation expense), a reduction in SG&A expenses as a percentage of revenue, and an increase in the proportion of revenue from equipment rentals (which produce the highest margins on the adjusted EBITDA basis). The increase in gross margin from equipment rentals (excluding depreciation and stock compensation expense) primarily reflected, for both the general rentals and specialty rentals segments, the impact of efficiencies in labor and benefits, repairs and maintenance, and delivery expenses, partially offset by the impact of changes in revenue mix driven by growth in lower-margin ancillary and re-rent revenues, as explained below (see “Results of Operations-

Previous wording

For the three months ended June 30, 2026, net income increased $131, or 21.1 percent, to $753, and net income margin increased 130 basis points to 17.1 percent, including the $37 after-tax gain on sale of business discussed above. Excluding the gain on sale of business, net income margin increased 40 basis points year-over-year, primarily due to increased gross margin from equipment rentals (reflecting increased margin for the general rentals segment, partially offset by decreased margin for the specialty segment, as explained further below (see “Results of Operations-Segment Equipment Rentals Gross Profit”)). See “Results of Operations" for further discussion of the significant items impacting our operating results.

Current wording

Segment Equipment Rentals Gross Profit”). See “Results of Operations" for further discussion of the significant items impacting our operating results.

Previous wording

Revenuesare noted below. Fleet productivity is a comprehensive metric that provides greater insight into the decisions made by our managers in support of equipment rental growth and returns. Specifically, we seek to optimize the interplay of rental rates, time utilization and mix to drive rental revenue. Fleet productivity aggregates, in one metric, the impact of changes in rates, utilization and mix on owned equipment rental revenue. We believe that this metric is useful in assessing the effectiveness of our decisions on rates, time utilization and mix, particularly as they support the creation of shareholder value. The table below includes the components of the year-over-year change in rental revenue using the fleet productivity methodology.

Current wording

Revenuesare noted below. Fleet productivity is a comprehensive metric that provides insight into the decisions made by our managers in support of equipment rental growth and returns. Specifically, we seek to optimize the interplay of rental rates, time utilization and mix to drive rental revenue. Fleet productivity aggregates, in one metric, the impact of changes in rates, utilization and mix on owned equipment rental revenue. We believe that this metric is useful in assessing the effectiveness of our decisions on rates, time utilization and mix, particularly as they support the creation of shareholder value. The table below includes the components of the year-over-year change in rental revenue using the fleet productivity methodology.

Previous wording

For the three months ended June 30, 2026, total revenues of $4.410 billion increased 11.8 percent compared with 2025. Equipment rentals and sales of rental equipment are our largest revenue types (together, they accounted for 95 percent of total revenue for the three months ended June 30, 2026). Equipment rentals increased $434, or 12.7 percent, primarily due to a 7.1 percent increase in average OEC and a 3.4 percent increase in fleet productivity. Sales of rental equipment did not change significantly year-over-year.

Current wording

For the three months ended September 30, 2026, total revenues of $4.893 billion increased 15.7 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 September 30, 2026). Equipment rentals increased $651, or 17.8 percent, primarily due to a 7.9 percent increase in average OEC, strong demand as reflected in a 6.5 percent increase in fleet productivity, and a 4.9 percent contribution from ancillary and re-rent revenue. Sales of rental equipment did not change significantly year-over-year.

Previous wording

For the six months ended June 30, 2026, total revenues of $8.395 billion increased 9.6 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 six months ended June 30, 2026). Equipment rentals increased $708, or 10.8 percent, primarily due to a 6.4 percent increase in average OEC and a 2.9 percent increase in fleet productivity. Sales of rental equipment did not change significantly year-over-year.

Current wording

For the nine months ended September 30, 2026, total revenues of $13.288 billion increased 11.7 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 nine months ended September 30, 2026). Equipment rentals increased $1.359 billion, or 13.3 percent, primarily due to a 6.9 percent increase in average OEC, strong demand as reflected in a 4.2 percent increase in fleet productivity, and a 3.7 percent contribution from ancillary and re-rent revenue. Sales of rental equipment did not change significantly year-over-year.

Previous wording

Equipment rentals represented 87 percent of total revenues for the three months ended June 30, 2026. For the three months ended June 30, 2026, equipment rentals of $3.849 billion increased $434, or 12.7 percent, as compared to the same period in 2025, primarily due to a 7.1 percent increase in average OEC and a 3.4 percent increase in fleet productivity.

Current wording

Equipment rentals represented 88 percent of total revenues for the three months ended September 30, 2026. For the three months ended September 30, 2026, equipment rentals of $4.316 billion increased $651, or 17.8 percent, as compared to the same period in 2025, primarily due to a 7.9 percent increase in average OEC, strong demand as reflected in a 6.5 percent increase in fleet productivity, and a 4.9 percent contribution from ancillary and re-rent revenue.

Previous wording

For the three months ended June 30, 2026, equipment rentals represented 85 percent of total revenues for the general rentals segment. For the three months ended June 30, 2026, general rentals equipment rentals increased $150, or 6.6 percent, as compared to the same period in 2025, primarily reflecting increased average OEC.

Current wording

For the three months ended September 30, 2026, equipment rentals represented 85 percent of total revenues for the general rentals segment. For the three months ended September 30, 2026, general rentals equipment rentals increased $212, or 8.8 percent, as compared to the same period in 2025, primarily reflecting increased average OEC, strong demand, and increased ancillary and re-rent revenues.

Previous wording

For the three months ended June 30, 2026, equipment rentals represented 92 percent of total revenues for the specialty segment. For the three months ended June 30, 2026, specialty equipment rentals increased $284, or 24.8 percent, as compared to the same period in 2025, primarily reflecting increased average OEC.

Current wording

For the three months ended September 30, 2026, equipment rentals represented 93 percent of total revenues for the specialty segment. For the three months ended September 30, 2026, specialty equipment rentals increased $439, or 34.7 percent, as compared to the same period in 2025, primarily reflecting increased average OEC, strong demand, and increased ancillary and re-rent revenues.

Previous wording

For the six months ended June 30, 2026, equipment rentals represented 84 percent of total revenues for the general rentals segment. For the six months ended June 30, 2026, general rentals equipment rentals increased $280, or 6.4 percent, as compared to the same period in 2025, primarily reflecting increased average OEC.

Current wording

For the nine months ended September 30, 2026, equipment rentals represented 84 percent of total revenues for the general rentals segment. For the nine months ended September 30, 2026, general rentals equipment rentals increased $492, or

Previous wording

For the six months ended June 30, 2026, equipment rentals represented 92 percent of total revenues for the specialty segment. For the six months ended June 30, 2026, specialty equipment rentals increased $428, or 19.5 percent, as compared to the same period in 2025, primarily reflecting increased average OEC.

Current wording

For the nine months ended September 30, 2026, equipment rentals represented 92 percent of total revenues for the specialty segment. For the nine months ended September 30, 2026, specialty equipment rentals increased $867, or 25.1 percent, as compared to the same period in 2025, primarily reflecting increased average OEC, strong demand, and increased ancillary and re-rent revenues.

Previous wording

Sales of rental equipment. For the six months ended June 30, 2026, sales of rental equipment represented approximately 8 percent of our total revenues. For the three and six months ended June 30, 2026, sales of rental equipment did not change significantly year-over-year.

Current wording

Sales of rental equipment. For the nine months ended September 30, 2026, sales of rental equipment represented approximately 8 percent of our total revenues. For the three and nine months ended September 30, 2026, sales of rental equipment did not change significantly year-over-year.

Previous wording

Sales of new equipment. For the six months ended June 30, 2026, sales of new equipment represented approximately 2 percent of our total revenues. For the three and six months ended June 30, 2026, sales of new equipment increased 14.7 percent and 17.2 percent year-over-year, respectively, primarily due to normal variability.

Current wording

Sales of new equipment. For the nine months ended September 30, 2026, sales of new equipment represented approximately 2 percent of our total revenues. For the three and nine months ended September 30, 2026, sales of new equipment did not change significantly year-over-year.

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 six months ended June 30, 2026, contractor supplies sales represented approximately 1 percent of our total revenues. Contractor supplies sales for the three and six months ended June 30, 2026 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 nine months ended September 30, 2026, contractor supplies sales represented approximately 1 percent of our total revenues. Contractor supplies sales for the three and nine months ended September 30, 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 six months ended June 30, 2026, service and other revenues represented approximately 2 percent of our total revenues. For the three and six months ended June 30, 2026, 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 nine months ended September 30, 2026, service and other revenues represented approximately 2 percent of our total revenues. For the three and nine months ended September 30, 2026, service and other revenues did not change significantly year-over-year.

Previous wording

General rentals. For the three months ended June 30, 2026, equipment rentals gross profit increased by $69, and equipment rentals gross margin increased by 70 basis points, year-over-year. Gross margin increased primarily due to a reduction in depreciation as a percentage of revenue.

Current wording

General rentals. For the three months ended September 30, 2026, equipment rentals gross profit increased by $122, and equipment rentals gross margin increased by 170 basis points, year-over-year. Gross margin increased primarily due to the impact of efficiencies in depreciation, labor and benefits, repairs and maintenance, and delivery expenses, partially offset by the impact of changes in revenue mix driven by growth in lower-margin ancillary and re-rent revenues.

Previous wording

For the three months ended June 30, 2026, total gross margin increased 40 basis points from 2025. Equipment rentals gross margin increased 30 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 year-over-year. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability, and such revenue types did not account for a significant portion of total gross profit (gross profit for these revenue types represented 4 percent of total gross profit for the three months ended June 30, 2026).

Current wording

For the three months ended September 30, 2026, total gross margin increased 240 basis points from 2025. Equipment rentals gross margin increased 240 basis points from 2025, primarily reflecting the impact of efficiencies in depreciation, labor and benefits, repairs and maintenance, and delivery expenses, partially offset by the impact of changes in revenue mix driven by growth in lower-margin ancillary and re-rent revenues. Gross margin from sales of rental equipment did not change significantly year-over-year. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues do 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, 2026).

Previous wording

For the six months ended June 30, 2026, total gross margin increased 40 basis points from 2025. Equipment rentals gross margin increased 40 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 year-over-year. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability, and such revenue types did not account for a significant portion of total gross profit (gross profit for these revenue types represented 4 percent of total gross profit for the six months ended June 30, 2026).

Current wording

For the nine months ended September 30, 2026, total gross margin increased 120 basis points from 2025. Equipment rentals gross margin increased 120 basis points from 2025, primarily reflecting the impact of efficiencies in depreciation, labor and benefits, repairs and maintenance, and delivery expenses, partially offset by the impact of changes in revenue mix driven by growth in lower-margin ancillary and re-rent revenues. Gross margin from sales of rental equipment did not change significantly year-over-year. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues do 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, 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. SG&A expense for the six months ended June 30, 2025 included $12 of professional fees associated with the terminated H&E acquisition discussed above. Excluding the impact of the 2025 costs associated with the terminated H&E acquisition, SG&A expense for the six months ended June 30, 2026 decreased year-over-year as a percentage of revenue primarily due to better fixed cost absorption on higher revenue.

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 nine months ended September 30, 2025 included $12 of professional fees associated with the terminated H&E acquisition discussed above. Excluding the impact of the 2025 costs associated with the terminated H&E acquisition, SG&A expense for the nine months ended September 30, 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. 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 $435.

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 $450.

Previous wording

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

Current wording

Interest expense, net for the three and nine months ended September 30, 2026 did not change significantly year-over-year, as the impact of decreased variable debt interest rates was offset by increased average debt. The weighted average interest rates on our variable debt instruments were 4.8 percent for both the three and nine months ended September 30, 2026, and 5.4 percent and 5.5 percent for the three and nine months ended September 30, 2025, respectively. Interest expense, net for the nine months ended September 30, 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. Our results for the three and six months ended June 30, 2026 include the gain of $49 associated with the sale of part of our scaffolding business that is discussed above, and this gain was primarily recognized in other income, net. Other income, net for the six months ended June 30, 2025 included $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. Our results for the nine months ended September 30, 2026 include the gain of $53 primarily associated with the sale of part of our scaffolding business that is discussed above, and this gain was primarily recognized in other income, net. Other income, net for the nine months ended September 30, 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

Balance sheet. Accounts receivable, net increased by $287, or 11.4 percent, from December 31, 2025 to June 30, 2026, primarily due to increased revenue. Accounts payable increased by $834, or 107.5 percent, from December 31, 2025 to June 30, 2026, primarily due to seasonal increases in capital expenditures and business activities. See the condensed consolidated statements of cash flows for further information on changes in cash and cash equivalents, the condensed consolidated statements of stockholders’ equity for further information on changes in stockholders’ equity and note 6 to the condensed consolidated financial statements for further information on debt changes.

Current wording

Balance sheet. Accounts receivable, net increased by $586, or 23.3 percent, from December 31, 2025 to September 30, 2026, primarily due to increased revenue. Rental equipment, net increased by $2.294 billion, or 14.3 percent, from December 31, 2025 to September 30, 2026, primarily due to capital expenditures, partially offset by the impact of equipment sales and depreciation. Accounts payable increased by $910, or 117.3 percent, from December 31, 2025 to September 30, 2026, primarily due to seasonal increases in capital expenditures and business activities. Accrued expenses and other liabilities increased by $247, or 16.8 percent, from December 31, 2025 to September 30, 2026, primarily due to higher bonus accruals associated with increased profitability, accruals associated with the restructuring program that was initiated in the fourth quarter of 2025 (see note 4 to the condensed consolidated financial statements for a discussion of this program), as well as increases in various other accruals generally reflecting normal fluctuations in business activities. Deferred taxes increased by $479, or 15.4 percent, from December 31, 2025 to September 30, 2026, primarily due to depreciation-related taxable temporary differences associated with fixed asset additions. 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 April 2025, our Board of Directors authorized a $1.5 billion share repurchase program, which was increased to $2.0 billion following the enactment of new federal tax legislation in July 2025. This program was completed in the first quarter of 2026. In January 2026, our Board of Directors authorized a new $5.0 billion share repurchase program that has no expiration date, and share repurchases under this program began in March 2026, following completion of the prior $2.0 billion share repurchase program. We have repurchased $400 under the $5.0 billion program through June 30, 2026. We intend to complete $1.5 billion of total share repurchases in 2026, comprised of $1.15 billion of share repurchases under the $5.0 billion program and the $350 of share repurchases made to complete the $2.0 billion program. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The share repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $6 year-to-date through June 30, 2026 (the total excise tax amount relates to both the current program and the prior program that was completed in the first quarter of 2026). Since 2012, we have repurchased a total of $10.152 billion (inclusive of excise taxes, which were first imposed in 2023) of Holdings' common stock under our share repurchase programs (comprised of ten programs that have ended, including the program that was completed in the first quarter of 2026, and the current program).

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 share repurchases under this program began in March 2026, following completion of the prior $2.0 billion share repurchase program. We have repurchased $775 under the $5.0 billion program through September 30, 2026. We intend to complete $1.5 billion of total share repurchases in 2026, comprised of $1.15 billion of share repurchases under the $5.0 billion program and the $350 of share repurchases made to complete the $2.0 billion program. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The share repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $10 year-to-date through September 30, 2026 (the total excise tax amount relates to both the current program and the prior program that was completed in the first quarter of 2026). Since 2012, we have repurchased a total of $10.531 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

During the six months ended June 30, 2026 and 2025, we paid dividends totaling $248 ($3.94 per share) and $235 ($3.58 per share), respectively. On July 22, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on August 26, 2026 to stockholders of record on August 12, 2026.

Current wording

During the nine months ended September 30, 2026 and 2025, we paid dividends totaling $371 ($5.91 per share) and $350 ($5.37 per share), respectively. On October 21, 2026, our Board of Directors declared a quarterly dividend of $1.97 per share, payable on November 25, 2026 to stockholders of record on November 11, 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 June 30, 2026, we had cash and cash equivalents of $112. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months. The table below presents financial information associated with our principal sources of cash as of and for the six months ended June 30, 2026:

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 September 30, 2026, we had cash and cash equivalents of $153. 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, 2026:

Previous wording

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

Current wording

Sources and Uses of Cash. During the nine months ended September 30, 2026, we (i) generated cash from operating activities of $4.934 billion, (ii) generated cash from the sale of rental and non-rental equipment of $1.072 billion, (iii) received proceeds from the sale of part of our business (primarily our scaffolding business) of $92 and (iv) received cash from debt proceeds, net of payments, of $297. We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $4.619 billion, (ii) purchase other companies for $527, (iii) purchase shares of our common stock for $1.191 billion and (iv) pay dividends of $371. Cash paid for income taxes, net decreased from $574 for the nine months ended September 30, 2025 to $228 for the nine months ended September 30, 2026, primarily due to the impact of federal tax legislation that was enacted in July 2025 (such tax legislation did not materially impact our effective tax rate). During the 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.

Previous wording

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

Current wording

Free cash flow for the nine months ended September 30, 2026 increased by $229, or 19.2 percent, year-over-year, reflecting increased net cash provided by operating activities, partially offset by the impact of higher net payments for rental capital expenditures (payments for purchases of rental equipment less the proceeds from sales of rental equipment).