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 15, 2022

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 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 15, 2022, 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 secured 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 15, 2022

Exhibit 99.1

United Rentals Announces Proposed Private Offeringof$1.5 Billion of Senior Secured Notes due 2029

STAMFORD, Conn. – November 15, 2022 – 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 Secured Notes due 2029 (the “Notes”) in a private offering.

URNA’s obligations under the Notes will be guaranteed on a first-priority senior secured 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, together with expected additional borrowings under URNA’s senior secured asset-based revolving credit facility, to finance the acquisition of substantially all of the assets of Ahern Rentals, Inc. and Xtreme Re-Rental, LLC that are related to their business of renting equipment and sales of new and used equipment in the United States, subject to certain exceptions, and to pay related fees and expenses.

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 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.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within themeaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995,known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materiallyfrom those set forth in the statements. These statements are based on current plans, estimates and projections, and, therefore, you shouldnot place undue reliance on them. No forward-looking statement, including any such statement concerning the completion of the proposedacquisition, can be guaranteed, and actual results may differ materially from those projected. United Rentals undertakes no obligationto publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-lookingstatements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the businessand future financial results of the equipment rental industry, and other legal, regulatory and economic developments. We use words suchas “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance” and similar expressions to identify these forward-looking statementsthat are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplatedby these forward-looking statements due to a number of factors, including, but not limited to, those described in the SEC reports filedby United Rentals, as well as (1) the possibility that United Rentals may be unable to obtain regulatory approvals required for theproposed acquisition or may be required to accept conditions that could reduce the anticipated benefits of the acquisition as a conditionto obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed acquisition may be longer than anticipated;(3) problems may arise in successfully integrating the businesses of United Rentals and Ahern Rentals, including, without limitation,problems associated with the potential loss of any key employees of Ahern Rentals; (4) the proposed acquisition may involve unexpectedcosts, including, without limitation, the exposure to any unrecorded liabilities or unidentified issues that we failed to discover duringthe due diligence investigation of Ahern Rentals or that are not covered by insurance, as well as potential unfavorable accounting treatmentand unexpected increases in taxes; (5) our business may suffer as a result of uncertainty surrounding the proposed acquisition, anyadverse effects on our ability to maintain relationships with customers, employees and suppliers, or the inherent risk associated withentering a geographic area or line of business in which we have no or limited experience; and (6) the industry may be subject tofuture risks that are described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports onForm 10-Q and other documents filed from time to time with the SEC by United Rentals. United Rentals gives no assurance that it willachieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements.

The foregoing list of factors is not exhaustive.You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentalsdescribed in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and otherdocuments filed from time to time with the SEC. All forward-looking statements included in this document are based upon information availableto United Rentals on the date hereof; and United Rentals assumes no obligations to update or revise any such forward-looking statements,whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,343 rental locations in North America, 13 in Europe, 27 in Australia and 19 in New Zealand. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 22,100 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 4,500 classes of equipment for rent with a total original cost of $17.43 billion. United Rentals 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.

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Contact:

Ted Grace

Chief Financial Officer

(203) 618-7122

Cell: (203) 399-8951

tgrace@ur.com

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