UNITED RENTALS, INC.

This summary highlights information about United Rentals, Inc. (the “Company” or “United Rentals”) and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for our 2026 annual meeting of stockholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider in voting your shares. You should read the entire Proxy Statement carefully before voting.

Board Leadership Structure

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

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

Board Nominees

You are being asked to vote on the following 11 nominees for director. All nominees meet the New York Stock Exchange (the “NYSE”) governance standards for director independence, except for Messrs. Kneeland and Flannery, who are not independent due to their employment (or, in the case of Mr. Kneeland, former employment) with the Company. Information about each director’s experiences, qualifications, attributes and skills can be found beginning on page 14.

Board Refreshment

Board composition remains a priority for the Company as evidenced by the Board’s continuing refreshment efforts. Our Board has engaged an independent consulting and search firm since 2016 to assist in developing a long-term succession plan to identify, recruit and appoint new directors whose qualifications may further enhance our Board’s oversight. In particular, the Board’s long-term succession plan is informed by a list of prioritized director competencies which is regularly reviewed by the Board and updated as needed. See “Proposal 1” for our director matrix, which includes information on key competencies of each director. As part of the Board’s refreshment efforts, Alexander Taussig joined the Board in February 2026. The average tenure of our director nominees is six years.

Corporate Governance Highlights

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

Investor Engagement

We value our investors’ perspective on our business and each year we proactively interact with investors through numerous engagement activities. In 2025, these included our annual stockholder meeting, quarterly earnings calls and various investor conferences and (non-deal) road shows. In addition, at the Board’s request, management continued the momentum from the Company’s prior stockholder outreach programs with another outreach program in 2025, as detailed below. These engagement activities, and the feedback we receive, are informative and helpful to us in our ongoing effort to increase stockholder value. We welcome additional feedback and our Investor Relations department is the contact point for investor interaction with United Rentals. Additionally, investors may access information about the Company through our website. For questions concerning Investor Relations, please contact Elizabeth Grenfell, Vice President, Investor Relations, at 203-618-7125 or investors@ur.com.

2025 Stockholder Outreach Program

The purpose of our 2025 stockholder outreach program (our “2025 Outreach Program”) was to engage with our top stockholders about key governance, sustainability, culture and compensation topics specific to the Company, and about other topics and trends our stockholders wished to discuss with us. During 2025, we contacted governance and investment professionals at 28 of our top holders, representing over 60% of total outstanding shares. Of the 28 holders contacted in 2025, we had calls with 10 holders, representing approximately 39% of total outstanding shares. Our Lead Independent Director participated in one of these calls and the Board remains willing to make an independent director available for direct discussion with investors, upon investor request and as appropriate. For information about how to communicate directly with our Board, see “Corporate Governance Matters—Direct Communications with Directors.” The following is a summary of topics that were discussed during our 2025 engagements and results of the feedback.

2025 Business Overview

In 2025, we again committed to doubling down on being our customers’ partner of choice. This translated into working with our customers to provide an unmatched experience across our one-stop-shop of general rental and specialty products and services, coupled with industry-leading technology and a world-class team. Our team’s steadfast dedication to this commitment, in addition to an unwavering focus on safety and operational excellence, resulted in another year of record revenue and adjusted EBITDA(1).

We continue to invest in the long-term foundation of our business through fleet purchases, opening new specialty branch locations, and adding new technology. This, when combined with our industry-leading profitability, capital efficiency and the flexibility of our business model, enables us to generate meaningful free cash flow throughout the cycle, and in turn, allocate that capital in ways that allow us to create long-term shareholder value. With that in mind, we returned approximately $2.4 billion to shareholders in 2025, comprised of $1.9 billion of share repurchases and approximately $500 million in dividends.

For 2025, rental revenue grew 6% year-over-year to $13.8 billion, with growth across both our general rentals and specialty businesses. Total revenue was $16.1 billion, net income margin(2) was 15.5% and adjusted EBITDA margin(2) was 45.5%. Furthermore, we generated $5.2 billion of net cash from operating activities and $2.2 billion of free cash flow(1). We opened 60 specialty branch locations during the year and increased the size of our business to 1,768 global branches as of December 31, 2025. Additionally, gross purchases of rental fleet during the year were $4.2 billion and we ended the year with a fleet valued at approximately $22.5 billion at original equipment cost (“OEC”). We also delivered a return on invested capital (“ROIC”)(3) of 11.7%, which was well above our cost of capital. At year-end, our net leverage ratio was 1.9x, which was within our leverage target range of 1.5x-2.5x, and we had total liquidity of $3.3 billion.

(1)

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

(2)

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

(3)

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

As part of our commitment to return excess capital to our shareholders, in January 2026, we increased our quarterly dividend by 10% to $1.97 per share.

Our results were enabled by our approximately 28,500 employees who lead our people-centric culture, which is a critical element of our growth strategy and a differentiator in the industry. During 2025, our team marked the following strategic achievements:

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earned strong satisfaction scores in our 2025 employee experience survey, with average responses ranging from 8.4 to 9.1 out of 10 in each of our four survey categories; our employee Net Promoter Scores (“eNPS”) placed us in the top five percent of the Peakon Benchmark for Commercial and Professional Services Companies for the Engagement category; and

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received national recognition for our culture, with numerous awards, including being named as one of the Top 100 Best Places to Work by Glassdoor in 2026, one of America’s Most Responsible Companies by Newsweek in 2026, one of America’s Best Large Employers by Forbes in 2026 and one of the Best Managed Companies by The Wall Street Journal in 2025.

Executive Compensation Overview

Our Compensation Philosophy

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

Pay Mix: Our executive compensation program emphasizes variable pay that aligns compensation with performance and stockholder value. For our named executive officers (“NEOs”), the mix of compensation elements is heavily weighted toward variable, performance-based compensation with a balanced focus on growth, profitability, and returns. The CEO’s compensation has a greater emphasis on variable compensation than that of the other NEOs because his actions have a greater influence on the performance of the Company as a whole. The significant majority of NEO pay continues to be variable: 91% for the CEO and an average of 81% for our other NEOs, based upon annual target total direct compensation (“TTDC”) for fiscal year 2025 and not including any one-time grants or awards outside of annual TTDC.

Stockholder Support: At the Company’s 2025 annual meeting of stockholders, we received very strong support for our executive compensation program, with 95% of the stockholders who voted on the advisory “say on pay” proposal approving the compensation of our NEOs. This is consistent with the positive feedback we received in discussions with our stockholders throughout the year. We interpreted this support as affirmation of the structure of our program and our approach to making compensation decisions. As a result, we did not make substantive changes to the program design in 2025.

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

2025 Pay Decisions: The Compensation Committee took the following compensation-related actions for fiscal 2025:

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Base salaries: Based on the Compensation Committee’s annual review during the first quarter of 2025, the base salaries of Messrs. Flannery, Grace, Pintoff and Durand and Ms. Gross increased between 3.9% and 6.4%.

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Incentive compensation: Based on the Company’s performance, AICP bonuses were funded at 92.3% of target, and LTIP awards were earned at 109.5% of target.

For further details about the executive compensation program, please refer to the CD&A starting on page 39 of this Proxy Statement.

Proxy Statement