Sunbelt Rentals Holdings, Inc.

The summary below highlights selected information contained in this proxy statement (the “Proxy Statement”) for the Annual Meeting. It does not include all information that may be relevant to your voting decision, and you are encouraged to read the entire Proxy Statement and the annual report carefully before voting. Unless otherwise specified or the context otherwise requires, references to years indicate our fiscal year ended April 30 of the respective year. For example, references to “fiscal 2026” or similar references refer to the fiscal year ended April 30, 2026, and references to “fiscal 2027” refer to the fiscal year ending April 30, 2027.

Time, Place and Record Date

Meeting Agenda – Proposal Items

Redomiciliation and U.S. Listing:

On June 10, 2025, the shareholders (the “Ashtead Shareholders”) of Ashtead Group plc (“Ashtead”) voted in favor of a reorganization to be implemented by means of a U.K. court-sanctioned scheme of arrangement under the U.K. Companies Act 2006 (the “Scheme”) pursuant to which Sunbelt Rentals Holdings, Inc. would become the new parent holding company of Ashtead and Sunbelt Rentals common stock (“Sunbelt Common Stock”) would be admitted to trading (the “U.S. Listing”) on the New York Stock Exchange (the “NYSE”), with a secondary listing on the London Stock Exchange (the “LSE”), which is the historical trading venue for Ashtead shares. The Scheme completed on February 27, 2026. As a result of the Scheme, Ashtead Shareholders had their Ashtead shares exchanged for Sunbelt Common Stock. Each Ashtead Shareholder received the same number of shares of Sunbelt Common Stock as the number of Ashtead shares held at the time at which the record of the register of the Ashtead Shareholders was taken. The Redomiciliation and the U.S. Listing did not result in any changes in theday-to-day operations of our business or our strategy. Sunbelt Common Stock began trading on the NYSE and the LSE on March 2, 2026.

Business Highlights

Fiscal 2026 marked another year of strong execution and continued advancement of our Sunbelt 4.0 strategy. We delivered record total revenue of $11,154 million, with rental revenue growth of 3.4%, while generating $1,325 million in Net Income, and $4,677 million of adjusted EBITDA(1), and achieved $3.15 of earnings per share with adjusted earnings per share(1) of $3.72, exceeding our revised guidance and demonstrating the strength, resilience and diversification of our business. Demand remained healthy across our end markets, supported by growth in mega projects, energy solutions demand, large strategic accounts and Specialty capabilities.

We continued investing in the long-term growth of the business, expanding our footprint through 51 greenfield openings and 24 bolt-on locations. We further enhanced our Specialty platform through the acquisition of Reliant Asset Management, a leading modular space solutions provider that operates under the Aries Building Systems brand and offers temporary structures, mobile offices, classrooms and storage solutions to commercial, industrial and education markets. The acquisition is aligned with our strategic focus on high-value Specialty markets and is expected to be accretive to both growth and earnings per share in year one, while creating cross-sell opportunities for new and existing customers across broad and diverse end markets.

Our disciplined operating model generated Net Cash from Operations of $3,784 million and record free cash flow(1) of $2,055 million, enabling substantial reinvestment in the business while returning $1,877 million to stockholders through share buybacks and dividends. All while maintaining net leverage(1) at 1.6x, which remains comfortably within our targeted range.