8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2025

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in itscharter)

Registrant’s telephone number, includingarea code:

(203

) 622-3131

(Former name or former address if changed sincelast report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

On November 24, 2025, United Rentals, Inc. (the “Company”) issued a press release announcing that United Rentals (North America), Inc., the Company’s direct wholly-owned subsidiary, intends to offer senior notes to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained under this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

(d) Exhibits

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2025

Exhibit 99.1

United Rentals Announces Proposed Private Offering

of $1.5 Billion of Senior Notes due 2033

STAMFORD, Conn. – November 24, 2025 – United Rentals, Inc. (NYSE: URI) (“URI”) today announced that its subsidiary, United Rentals (North America), Inc. (“URNA”), is offering $1.5 billion principal amount of Senior Notes due 2033 (the “Notes”) in a private offering.

URNA’s obligations under the Notes will be guaranteed on a senior unsecured basis by URI and certain of URNA’s domestic subsidiaries.

Aggregate net proceeds from the sale of the Notes are expected to be approximately $1.486 billion after initial purchasers’ discounts and commissions and payments of estimated fees and expenses. URNA expects to use the net proceeds from its offering of the Notes to redeem URNA’s outstanding $500 million 5½% Senior Notes due 2027 and for general corporate purposes, including to reduce borrowings under URNA’s senior secured asset-based revolving credit facility.

URNA is offering the Notes (and the related guarantees) pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers of the Notes will offer the Notes only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

This news release is not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No assurance can be made that the offering of Notes will be consummated on its proposed terms or at all. This news release does not constitute a notice of redemption with respect to the 5½% Senior Notes due 2027 or any of URI’s other debt securities.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-lookingstatements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities LitigationReform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual resultsto differ materially from such forward-looking statements. These statements are based on current plans, estimates and projections, and,therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differmaterially from those projected. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates,assumptions and projections about the business and future financial results of the equipment rental industry, and other legal, regulatoryand economic developments. URI uses words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “targets,” “potential,” “continue,” “guidance”and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions ofthe PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number offactors, including, but not limited to, those described in the SEC reports filed by URI. URI gives no assurance that it will achieve itsexpectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements. The forward-lookingstatements speak only as of the date hereof. URI undertakes no obligation to publicly update or revise any forward-looking statement,whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

The foregoing list of factors is not exhaustive.You should carefully consider the foregoing factors and the other risks and uncertainties that affect the business of URI described inthe “Risk Factors” sections of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documentsfiled from time to time with the SEC by URI.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,639 rental locations in North America, 41 in Europe, 40 in Australia and 19 in New Zealand. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 27,900 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers a fleet of equipment for rent with a total original cost of $22.82 billion. URI is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index® and is headquartered in Stamford, Conn.

Contact:

Elizabeth Grenfell

Vice President, Investor Relations

O: (203) 618-7125

investors@ur.com

2