United Rentals, Inc 10-Q for FY2026 Q3
United Rentals, Inc. (URI)
10-Q
2026-10-21
For: 2026-09-30
View Original
Added on
October 21, 2026
About this 10-Q
United Rentals, Inc filed this 10-Q on October 21, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
United Rentals reported nine-month revenue of $13.288 billion, up 11.7 percent, and net income of $2.204 billion for the nine months ended September 30, 2026. Adjusted EBITDA rose 13.2 percent to $6.146 billion, while available liquidity totaled $2.615 billion. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.89B
- up 15.7% from $4.23B a year earlier
- Net income
- $920M
- up 31.2% from net income of $701M a year earlier
- Diluted EPS
- $14.77
- up 35.4% from $10.91 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 1-14387
Commission File Number 1-13663
___________________________________
United Rentals (North America), Inc.
(Exact Names of Registrants as Specified in Their Charters)
___________________________________
| Delaware | 86-0933835 | |||||||
| (States of Incorporation) | (I.R.S. Employer Identification Nos.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrants’ Telephone Number, Including Area Code: (203 ) 622-3131
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | |||||||||||||||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | |||||||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
As of October 19, 2026, there were 61,916,588 shares of United Rentals, Inc. common stock, $0.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.
This combined Form 10-Q is separately filed by (i) United Rentals, Inc. and (ii) United Rentals (North America), Inc. (which is a wholly owned subsidiary of United Rentals, Inc.). United Rentals (North America), Inc. meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format permitted by such instruction.
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
INDEX
| Page | ||||||||
| PART I | ||||||||
| Item 1 | ||||||||
| Item 2 | ||||||||
| Item 3 | ||||||||
| Item 4 | ||||||||
| PART II | ||||||||
| Item 1 | ||||||||
| Item 1A | ||||||||
| Item 2 | ||||||||
| Item 5 | ||||||||
| Item 6 | ||||||||
3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy or outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected.
Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following:
•the impact of global economic conditions (including inflation, interest rates, supply chain constraints, tariffs, trade wars and sanctions), geopolitical risks (including risks related to international conflicts) and public health crises and epidemics on us, our customers and our suppliers, in the United States and the rest of the world;
•declines in construction or industrial activity, which can adversely impact our revenues and, because many of our costs are fixed, our profitability;
•rates we charge and customer demand being less than anticipated;
•changes in customer, fleet, geographic and segment mix;
•excess fleet in the equipment rental industry;
•inability to benefit from government spending, including spending associated with infrastructure projects, or a reduction or disruption in government spending, including as a result of a government shutdown;
•trends in oil and natural gas, including significant fluctuations in the prices of oil or natural gas, which can adversely affect the demand for our services and products;
•competition from existing and new competitors;
•the cyclical nature of the industry in which we operate and the industries of our customers, such as those in the construction industry;
•costs we incur being more than anticipated, including as a result of inflation or tariffs, and the inability to realize expected savings in the amounts or time frames planned;
•our significant indebtedness, which totaled $14.7 billion at September 30, 2026 and requires a significant amount of cash for debt service, can constrain our flexibility in responding to unanticipated or adverse business conditions;
•inability to refinance our indebtedness on terms that are favorable to us, including as a result of volatility and uncertainty in capital or credit markets or increases in interest rates, or at all;
•incurrence of additional debt, which could exacerbate the risks associated with our current level of indebtedness;
•noncompliance with financial or other covenants in our debt agreements, which could result in our lenders terminating the agreements and requiring us to repay outstanding borrowings;
•restrictive covenants and the amount of borrowings permitted under our debt instruments, which can limit our financial and operational flexibility;
•inability to access the capital that our businesses or growth plans may require, including as a result of uncertainty in capital or credit markets;
•the possibility that companies that we have acquired or may acquire could have undiscovered liabilities, or that companies or assets that we have acquired or may acquire could involve other unexpected costs, may strain our management capabilities, or may be difficult to integrate, and that we may not realize the expected benefits from an acquisition over the timeframe we expect, or at all;
•incurrence of impairment charges;
•fluctuations in the price of our common stock and inability to complete share repurchases or pay dividends in the time frames and/or on the terms anticipated;
•our charter provisions as well as provisions of certain debt agreements and our significant indebtedness may have the effect of making more difficult or otherwise discouraging, delaying or deterring a takeover or other change of control of us;
•inability to manage credit risk adequately or to collect on contracts with a large number of customers;
•turnover in our management team and inability to attract and retain key personnel;
•inability to obtain equipment and other supplies for our business from our key suppliers on acceptable terms or at all, as a result of insolvency, financial difficulties or other factors, including tariffs, affecting our suppliers;
•increases in our maintenance and replacement costs, including as a result of tariffs, and/or decreases in the residual value of our equipment;
•inability to sell our new or used fleet in the amounts, or at the prices, we expect;
4
•risks related to security breaches, cybersecurity attacks, failure to protect personal information, compliance with privacy, data protection and cyber incident reporting laws and regulations, and other significant disruptions to our information technology systems;
•risks related to our ability to respond adequately to changes in technology and customer demands;
•risks related to the use of artificial intelligence (“AI”), and challenges with properly managing such use;
•risks related to severe weather events and other natural occurrences, and climate change regulation;
•risks related to our aspirational sustainability and safety goals, including our greenhouse gas intensity reduction goal;
•risks related to evolving requirements, expectations and perspectives from regulators and stakeholders on environmental, social and sustainability-related topics, and our ability to meet these requirements and expectations;
•the fact that our holding company structure requires us to depend in part on distributions from subsidiaries and such distributions could be limited by contractual or legal restrictions;
•shortfalls in our insurance coverage or inability to obtain coverage on reasonable terms or at all;
•increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves;
•the outcome or other potential consequences of litigation, regulatory and investigatory matters;
•incurrence of expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;
•risks related to, and the costs of complying with, environmental and safety laws and regulations;
•risks related to, and the costs of complying with, foreign laws and regulations, as well as other risks associated with non-U.S. operations, including currency exchange risk and tariffs;
•labor shortages and/or disputes, work stoppages or other labor difficulties, which may impact our productivity and increase our costs, and changes in law that could affect our labor relations or operations generally; and
•the effect of changes in tax law.
For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations, except as required by law.
5
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total current assets | |||||||||||
| Rental equipment, net | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Short-term debt and current maturities of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred taxes | |||||||||||
| Operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Common stock—$ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock at cost— | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes.
6
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Equipment rentals | $ | $ | $ | $ | |||||||||||||||||||
| Sales of rental equipment | |||||||||||||||||||||||
| Sales of new equipment | |||||||||||||||||||||||
| Contractor supplies sales | |||||||||||||||||||||||
| Service and other revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Cost of equipment rentals, excluding depreciation | |||||||||||||||||||||||
| Depreciation of rental equipment | |||||||||||||||||||||||
| Cost of rental equipment sales | |||||||||||||||||||||||
| Cost of new equipment sales | |||||||||||||||||||||||
| Cost of contractor supplies sales | |||||||||||||||||||||||
| Cost of service and other revenues | |||||||||||||||||||||||
| Total cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Restructuring charge | |||||||||||||||||||||||
| Non-rental depreciation and amortization | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other income, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before provision for income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
7
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In millions)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Fixed price diesel swaps | |||||||||||||||||||||||
| Other comprehensive income (loss) (1) | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
(1)There were no 324 of distributable historical foreign earnings that we determined should no longer be considered indefinitely reinvested, and such amount was remitted in 2026. The taxes associated with the repatriation were immaterial. We continue to expect that our undistributed historical foreign earnings will be indefinitely reinvested. If we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S. state income taxes. There were no
See accompanying notes.
8
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(In millions)
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||
| Number of Shares (1) (2) | Amount | Additional Paid-in Capital | Retained Earnings | Number of Shares | Amount | Accumulated Other Comprehensive Loss (3) | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Dividends declared (4) | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||||||||||||||||||||||||||
| Fixed price diesel swaps | |||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense, net | — | ||||||||||||||||||||||||||||||||||||||||
| Tax withholding for share-based compensation | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||
| Number of Shares (1) (2) | Amount | Additional Paid-in Capital | Retained Earnings | Number of Shares | Amount | Accumulated Other Comprehensive Loss (3) | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Dividends declared (4) | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense, net | — | ||||||||||||||||||||||||||||||||||||||||
| Tax withholding for share-based compensation | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
9
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||
| Number of Shares (1) (2) | Amount | Additional Paid-in Capital | Retained Earnings | Number of Shares | Amount | Accumulated Other Comprehensive Loss (3) | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Dividends declared (4) | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||||||||||||||||||||
| Fixed price diesel swaps | |||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense, net (5) | — | ||||||||||||||||||||||||||||||||||||||||
| Tax withholding for share-based compensation | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||
| Number of Shares (1) (2) | Amount | Additional Paid-in Capital | Retained Earnings | Number of Shares | Amount | Accumulated Other Comprehensive Loss (3) | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Dividends declared (4) | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense, net | — | ||||||||||||||||||||||||||||||||||||||||
| Tax withholding for share-based compensation | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
(1)Common stock outstanding decreased by approximately two million net shares during the year ended December 31, 2025.
(2)Amounts may not foot due to rounding.
(3)The Accumulated Other Comprehensive Loss balance primarily reflects foreign currency translation adjustments.
(4)We declared dividends of $1.97 and $1.79 per share during the three months ended September 30, 2026 and 2025, respectively, and $5.91 and $5.37 per share during the nine months ended September 30, 2026 and 2025, respectively.
(5)Includes net stock compensation expense as reported as a separate component in our condensed consolidated statements of cash flows, and net stock compensation expense included in “Restructuring charge” as reported in our condensed consolidated statements of cash flows.
See accompanying notes.
10
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs and original issue discounts | |||||||||||
| Gain on sales of rental equipment | ( | ( | |||||||||
| Gain on sales of non-rental equipment | ( | ( | |||||||||
| Gain on sale of business (1) | ( | ||||||||||
| Insurance proceeds from damaged equipment | ( | ( | |||||||||
| Stock compensation expense, net | |||||||||||
| Restructuring charge | |||||||||||
| Debt related activity (2) | |||||||||||
| Increase in deferred taxes | |||||||||||
| Changes in operating assets and liabilities, net of amounts acquired: | |||||||||||
| Increase in accounts receivable | ( | ( | |||||||||
| Increase in inventory | ( | ( | |||||||||
| Decrease (increase) in prepaid expenses and other assets | ( | ||||||||||
| Increase in accounts payable | |||||||||||
| Increase in accrued expenses and other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows From Investing Activities: | |||||||||||
| Payments for purchases of rental equipment | ( | ( | |||||||||
| Payments for purchases of non-rental equipment and intangible assets | ( | ( | |||||||||
| Proceeds from sales of rental equipment | |||||||||||
| Proceeds from sales of non-rental equipment | |||||||||||
| Insurance proceeds from damaged equipment | |||||||||||
| Purchases of other companies, net of cash acquired | ( | ( | |||||||||
| Proceeds from sale of business (1) | |||||||||||
| Purchases of investments | ( | ( | |||||||||
| Proceeds from sales of investments | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows From Financing Activities: | |||||||||||
| Proceeds from debt | |||||||||||
| Payments of debt | ( | ( | |||||||||
| Payment of contingent consideration | ( | ( | |||||||||
| Common stock repurchased, including tax withholdings for share-based compensation | ( | ( | |||||||||
| Payments of financing and other debt related costs (2) | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of foreign exchange rates | ( | ||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for income taxes, net | $ | $ | |||||||||
| Cash paid for interest | |||||||||||
11
(1)See note 3 to the condensed consolidated financial statements for a discussion of the gain on sale of business.
(2)The amounts for the nine months ended September 30, 2025 primarily reflect bridge financing fees associated with the terminated acquisition of H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”) discussed below.
See accompanying notes.
12
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share data, unless otherwise indicated)
1. Organization, Description of Business and Basis of Presentation
United Rentals, Inc. (“Holdings,” “URI” or the “Company”) is principally a holding company and conducts its operations primarily through its wholly owned subsidiary, United Rentals (North America), Inc. (“URNA”), and subsidiaries of URNA. Holdings’ primary asset is its sole ownership of all issued and outstanding shares of common stock of URNA. URNA’s various credit agreements and debt instruments place restrictions on its ability to transfer funds to its shareholder.
We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand. In addition to renting equipment, we sell new and used rental equipment, as well as related contractor supplies, parts and service.
We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the 2025 Form 10-K.
In our opinion, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented have been made. Interim results of operations are not necessarily indicative of the results of the full year.
New Accounting Pronouncements
Disaggregation of Income Statement Expenses. In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, which requires more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, may be applied prospectively or retrospectively, and allows for early adoption. This standard is not expected to have an impact on any amounts recognized in our financial statements, but will result in more detailed disclosures addressing the categorization of expenses.
Accounting Guidance Adopted in 2026
Measurement of Credit Losses for Accounts Receivable and Contract Assets. In July 2025, the FASB issued ASU 2025-05, which provides optional guidance relating to the estimation of expected credit losses on current accounts receivable and current contract assets. This guidance permits entities to apply a practical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. We have adopted this guidance, which did not have a material impact on our financial statements.
2. Revenue Recognition
Revenue Recognition Accounting Standards
We recognize revenue in accordance with two different accounting standards: 1) Topic 606 (which addresses revenue from contracts with customers) and 2) Topic 842 (which addresses lease revenue). Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account under Topic 606. As reflected below, most of our revenue is accounted for under Topic 842. Our contracts with customers generally do not include multiple performance obligations. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.
Nature of goods and services
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
In the following table, revenue is summarized by type and by the applicable accounting standard.
| Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Topic 842 | Topic 606 | Total | Topic 842 | Topic 606 | Total | |||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||
| $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||
| Re-rent revenue | — | — | ||||||||||||||||||||||||||||||||||||
| Ancillary and other rental revenues: | ||||||||||||||||||||||||||||||||||||||
| Delivery and pick-up | — | — | ||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total ancillary and other rental revenues | ||||||||||||||||||||||||||||||||||||||
| Total equipment rentals | ||||||||||||||||||||||||||||||||||||||
| Sales of rental equipment | — | — | ||||||||||||||||||||||||||||||||||||
| Sales of new equipment | — | — | ||||||||||||||||||||||||||||||||||||
| Contractor supplies sales | — | — | ||||||||||||||||||||||||||||||||||||
| Service and other revenues | — | — | ||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Topic 842 | Topic 606 | Total | Topic 842 | Topic 606 | Total | |||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||
| $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||
| Re-rent revenue | — | — | ||||||||||||||||||||||||||||||||||||
| Ancillary and other rental revenues: | ||||||||||||||||||||||||||||||||||||||
| Delivery and pick-up | — | — | ||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total ancillary and other rental revenues | ||||||||||||||||||||||||||||||||||||||
| Total equipment rentals | ||||||||||||||||||||||||||||||||||||||
| Sales of rental equipment | — | — | ||||||||||||||||||||||||||||||||||||
| Sales of new equipment | — | — | ||||||||||||||||||||||||||||||||||||
| Contractor supplies sales | — | — | ||||||||||||||||||||||||||||||||||||
| Service and other revenues | — | — | ||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Revenues by reportable segment are presented in note 3 of the condensed consolidated financial statements, using the revenue captions reflected in our condensed consolidated statements of income. The majority of our revenue is recognized in our general rentals segment and in the U.S. (for the nine months ended September 30, 2026, 65 percent and 91 percent, respectively). We believe that the disaggregation of our revenue from contracts to customers as reflected above, coupled with the further discussion below and the reportable segment disclosures in note 3, depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
Lease revenues (Topic 842)
The accounting for the types of revenue that are accounted for under Topic 842 is discussed below.
Owned equipment rentals represent our most significant revenue type (they accounted for 68 percent of total revenues for the nine months ended September 30, 2026) and are governed by our standard rental contract. We account for such rentals as operating leases. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. Our lease revenues do not include material amounts of variable payments.
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
Owned equipment rentals: Owned equipment rentals represent revenues from renting equipment that we own. We do not generally provide an option for the lessee to purchase the rented equipment at the end of the lease, and do not generate material revenue from sales of equipment under such options.
We recognize revenues from renting equipment on a straight-line basis. Our rental contract periods are hourly, daily, weekly or monthly. By way of example, if a customer were to rent a piece of equipment and the daily, weekly and monthly rental rates for that particular piece were (in actual dollars) $100, $300 and $900, respectively, we would recognize revenue of $32.14 per day. The daily rate for recognition purposes is calculated by dividing the monthly rate of $900 by the monthly term of 28 days. This daily rate assumes that the equipment will be on rent for the full 28 days, as we are unsure of when the customer will return the equipment and therefore unsure of which rental contract period will apply.
As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay, which is based on the rental contract period applicable to the actual number of days the equipment was out on rent, over the cumulative amount of revenue recognized to date. In any given accounting period, we will have customers return equipment and be contractually required to pay us more than the cumulative amount of revenue recognized to date under the straight-line methodology. For instance, continuing the above example, if the customer rented the above piece of equipment on December 29 and returned it at the close of business on January 1, we would recognize incremental revenue on January 1 of $171.44 (in actual dollars, representing the difference between the amount the customer is contractually required to pay, or $300 at the weekly rate, and the cumulative amount recognized to date on a straight-line basis, or $128.56, which represents four days at $32.14 per day).
We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. We had deferred revenue (associated with both Topic 842 and Topic 606) of $243 and $175 as of September 30, 2026 and December 31, 2025, respectively.
As noted above, we are unsure of when the customer will return rented equipment. As such, we do not know how much the customer will owe us upon return of the equipment and cannot provide a maturity analysis of future lease payments. Our equipment is generally rented for short periods of time. Lessees do not provide residual value guarantees on rented equipment.
We expect to derive significant future benefits from our equipment following the end of the rental term. Our rentals are generally short-term in nature, and our equipment is typically rented for the majority of the time that we own it. We additionally recognize revenue from sales of rental equipment when we dispose of the equipment.
Re-rent revenue: Re-rent revenue reflects revenues from equipment that we rent from vendors and then rent to our customers. We account for such rentals as subleases. The accounting for re-rent revenue is the same as the accounting for owned equipment rentals described above.
“Other” equipment rental revenue is primarily comprised of 1) Rental Protection Plan (or “RPP”) revenue associated with the damage waiver customers can purchase when they rent our equipment to protect against potential loss or damage, 2) environmental charges associated with the rental of equipment, 3) charges for rented equipment that is damaged by our customers and 4) charges for setup and other services performed on rented equipment.
Revenues from contracts with customers (Topic 606)
The accounting for the types of revenue that are accounted for under Topic 606 is discussed below. Substantially all of our revenues under Topic 606 are recognized at a point-in-time rather than over time.
Delivery and pick-up: Delivery and pick-up revenue associated with renting equipment is recognized when the service is performed.
“Other” equipment rental revenue is primarily comprised of revenues associated with the consumption of fuel by our customers which are recognized when the equipment is returned by the customer (and consumption, if any, can be measured).
Sales of rental equipment, new equipment and contractor supplies are recognized at the time of delivery to, or pick-up by, the customer and when collectibility is probable.
Service and other revenues primarily represent revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). Service revenue is recognized as the services are performed.
Receivables and contract assets and liabilities
15
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
As reflected above, most of our equipment rental revenue is accounted for under Topic 842 (such revenue represented 77 percent of our total revenues for the nine months ended September 30, 2026). The customers that are responsible for the remaining revenue that is accounted for under Topic 606 are generally the same customers that rent our equipment. We manage credit risk associated with our accounts receivable at the customer level. Because the same customers generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowance for credit losses address receivables arising from revenues from both Topic 606 and Topic 842.
Concentration of credit risk with respect to our receivables is limited because a large number of geographically diverse customers makes up our customer base. Our largest customer accounted for one two
Our allowance for credit losses reflects our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectibility. We have elected a practical expedient that allows us, when estimating credit losses, to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds. See the table below for a rollforward of our allowance for credit losses.
The measurement of expected credit losses is based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. Trade receivables are the only material financial asset we have that is subject to the requirement to measure expected credit losses as noted above, as this requirement does not apply to receivables arising from operating lease revenues. Substantially all of our non-lease trade receivables are due in one year or less. As discussed above, most of our equipment rental revenue is accounted for as lease revenue (such revenue represented 77 percent of our total revenues for the nine months ended September 30, 2026, and these revenues account for corresponding portions of the $3.096 billion of net accounts receivable and the associated allowance for credit losses of $185 as of September 30, 2026).
As discussed above, most of our equipment rental revenue is accounted for under Topic 842. The customers that are responsible for the remaining revenue that is accounted for under Topic 606 are generally the same customers that rent our equipment. We manage credit risk associated with our accounts receivable at the customer level. The rollforward of our allowance for credit losses (in total, and associated with revenues arising from both Topic 606 and Topic 842) is shown below.
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Charged to costs and expenses (1) | |||||||||||||||||||||||
| Charged to revenue (2) | |||||||||||||||||||||||
| Deductions and other (3) | ( | ( | ( | ( | |||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
_________________
(1) Reflects bad debt expenses recognized within selling, general and administrative expenses (associated with Topic 606 revenues).
(2) Primarily reflects credit losses associated with lease revenues that were recognized as a reduction to equipment rentals revenue (primarily associated with Topic 842 revenues).
(3) Primarily represents write-offs of accounts, net of immaterial recoveries and other activity.
We do no t have material contract assets, or impairment losses associated therewith, or material contract liabilities, associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to
16
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
customers in excess of recognizable revenue. We did no
Performance obligations
Most of our Topic 606 revenue is recognized at a point-in-time, rather than over time. Accordingly, in any particular period, we do not generally recognize a significant amount of revenue from performance obligations satisfied (or partially satisfied) in previous periods, and the amounts of such revenue recognized during the three and nine months ended September 30, 2026 and 2025 were no
Payment terms
Our Topic 606 revenues do not include material amounts of variable consideration. Our payment terms vary by the type and location of our customer and the products or services offered. The time between invoicing and when payment is due is not significant. Our contracts do not generally include a significant financing component. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Our contracts with customers do not generally result in significant obligations associated with returns, refunds or warranties. See above for a discussion of how we manage credit risk.
Revenue is recognized net of taxes collected from customers, which are subsequently remitted to governmental authorities.
Contract costs
We do not recognize any assets associated with the incremental costs of obtaining a contract with a customer (for example, a sales commission) that we expect to recover. Most of our revenue is recognized at a point-in-time or over a period of one year or less, and we use the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less.
Contract estimates and judgments
Our revenues accounted for under Topic 606 generally do not require significant estimates or judgments, primarily for the following reasons:
•The transaction price is generally fixed and stated in our contracts;
•As noted above, our contracts generally do not include multiple performance obligations, and accordingly do not generally require estimates of the standalone selling price for each performance obligation;
•Our revenues do not include material amounts of variable consideration, or result in significant obligations associated with returns, refunds or warranties; and
•Most of our revenue is recognized as of a point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. As noted above, our Topic 606 revenue is generally recognized at the time of delivery to, or pick-up by, the customer.
Our revenues accounted for under Topic 842 also generally do not require significant estimates or judgments. We monitor and review our estimated standalone selling prices on a regular basis.
3. Segment Information
Our reportable segments are (i) general rentals and (ii) specialty. Our determination of the operating segments is primarily based on geography, but also includes consideration of the offered products and services. For general rentals, the divisions discussed below, which are our operating segments, are aggregated into the reportable segment. The specialty segment is a single division that is both an operating segment and a reportable segment. We believe that the divisions that are aggregated into our reportable segments have similar economic characteristics, as each division is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our divisions also reflects the management structure that we use for making operating decisions and assessing performance. We evaluate segment performance primarily based on segment equipment rentals gross profit.
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
The general rentals segment includes the rental of (i) general construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, (ii) aerial work platforms, such as boom lifts and scissor lifts and (iii) general tools and light equipment, such as pressure washers, water pumps and power tools. The general rentals segment reflects the aggregation of four geographic divisions—Central, Northeast, Southeast and West—and operates throughout the United States and Canada.
The specialty segment, which, as noted above, is a single division that is both an operating segment and a reportable segment, rents products (and provides setup and other services on such rented equipment) including (i) trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, (ii) power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment, (iii) fluid solutions equipment primarily used for fluid containment, transfer and treatment, (iv) mobile storage equipment and modular office space and (v) surface protection mats. The specialty segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment primarily operates in the United States and Canada, and has a smaller presence in Europe, Australia and New Zealand.
Our Chief Operating Officer is our chief operating decision maker (“CODM”). Equipment rentals gross profit is the primary measure the CODM utilizes in assessing segment performance and determining the allocation of resources. The CODM is the primary individual in control of resource allocation, and the allocation determinations are made in consultation with our senior executive committee, of which the CODM is a member. The most significant allocation determinations made by the CODM pertain to purchases of rental equipment (see the table below for total capital expenditures, including rental and non-rental equipment, by segment), and these determinations are generally made as part of the annual budgeting process, with regular reviews occurring throughout the year that can result in allocation changes (for example, if a specific division outperforms its plan, that could result in a reallocation of resources between divisions or an increase in the total allocated resources). On a monthly basis, the CODM considers budget-to-actual variances for equipment rentals gross profit when making decisions about allocating capital to the segments. Equipment rentals gross profit is also used to assess the performance of each segment by comparing the results and return on assets of each segment with one another, which also informs the determinations made pertaining to the allocation of resources.
The following tables set forth financial information by segment, and include reconciliations of the primary measure of segment profit (equipment rentals gross profit) to income before provision for income taxes.
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| General rentals | Specialty | Total | General rentals | Specialty | Total | ||||||||||||||||||||||||||||||
| Equipment rentals | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Sales of rental equipment | |||||||||||||||||||||||||||||||||||
| Sales of new equipment | |||||||||||||||||||||||||||||||||||
| Contractor supplies sales | |||||||||||||||||||||||||||||||||||
| Service and other revenues | |||||||||||||||||||||||||||||||||||
| Total revenue (1) | |||||||||||||||||||||||||||||||||||
| Equipment rentals gross profit (see calculation below) | |||||||||||||||||||||||||||||||||||
| Equipment rentals gross margin | % | % | % | % | % | % | |||||||||||||||||||||||||||||
| Calculation of equipment rentals gross profit: | |||||||||||||||||||||||||||||||||||
| Equipment rentals | |||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Depreciation of rental equipment | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Significant/all other rental expenses (2): | |||||||||||||||||||||||||||||||||||
| Labor and benefits (3) | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Repairs and maintenance | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Delivery | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| All other rental expenses (2) | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Equipment rentals gross profit | |||||||||||||||||||||||||||||||||||
| Reconciliation of equipment rentals gross profit to income before provision for income taxes: | |||||||||||||||||||||||||||||||||||
| Gross profit from other lines of business | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Restructuring charge (4) | ( | ||||||||||||||||||||||||||||||||||
| Non-rental depreciation and amortization | ( | ( | |||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||||||||||||||
| Income before provision for income taxes | $ | $ | |||||||||||||||||||||||||||||||||
19
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| General rentals | Specialty | Total | General rentals | Specialty | Total | ||||||||||||||||||||||||||||||
| Equipment rentals | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Sales of rental equipment | |||||||||||||||||||||||||||||||||||
| Sales of new equipment | |||||||||||||||||||||||||||||||||||
| Contractor supplies sales | |||||||||||||||||||||||||||||||||||
| Service and other revenues | |||||||||||||||||||||||||||||||||||
| Total revenue (1) | |||||||||||||||||||||||||||||||||||
| Equipment rentals gross profit (see calculation below) | |||||||||||||||||||||||||||||||||||
| Equipment rentals gross margin | % | % | % | % | % | % | |||||||||||||||||||||||||||||
| Capital expenditures (5) | |||||||||||||||||||||||||||||||||||
| Calculation of equipment rentals gross profit: | |||||||||||||||||||||||||||||||||||
| Equipment rentals | |||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Depreciation of rental equipment | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Significant/all other rental expenses (2): | |||||||||||||||||||||||||||||||||||
| Labor and benefits (3) | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Repairs and maintenance | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Delivery | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| All other rental expenses (2) | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Equipment rentals gross profit | |||||||||||||||||||||||||||||||||||
| Reconciliation of equipment rentals gross profit to income before provision for income taxes: | |||||||||||||||||||||||||||||||||||
| Gross profit from other lines of business | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Restructuring charge (4) | ( | ( | |||||||||||||||||||||||||||||||||
| Non-rental depreciation and amortization | ( | ( | |||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||||||||||||||
| Other income, net (6) | |||||||||||||||||||||||||||||||||||
| Income before provision for income taxes | $ | $ | |||||||||||||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| General rentals | Specialty | Total | General rentals | Specialty | Total | ||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1)Includes immaterial intersegment revenues.
(2)The significant expense categories align with the segment-level information that is regularly provided to the CODM. The “all other rental expenses” category reflects the difference between equipment rentals revenue less the significant separately disclosed expense categories above and the primary measure of segment profit (equipment rentals gross profit), and is primarily comprised of property costs, costs associated with re-rent revenue and certain ancillary revenues (see note 2 to the condensed consolidated financial statements for a discussion of the different types of equipment rentals revenue), and insurance costs. Intersegment expenses are included within the amounts shown.
(3)Labor and benefits includes all internal labor and benefits costs associated with equipment rentals, including labor and benefits costs associated with repairs and maintenance and delivery.
20
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
(4)Primarily reflects severance and branch closure charges associated with our restructuring programs. The restructuring charges generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition. The amounts above primarily reflect charges associated with the restructuring program initiated in the fourth quarter of 2025 (see note 4 to the condensed consolidated financial statements for additional detail on our restructuring programs).
(5)The condensed consolidated statements of cash flows include the payments for capital expenditures, while the table above reflects the gross capital expenditures. Accounts payable included $524 and $117 as of September 30, 2026 and December 31, 2025, respectively, and $261 and $77 as of September 30, 2025 and December 31, 2024, respectively, of amounts due but unpaid for purchases of rental equipment.
(6)The nine months ended September 30, 2026 include a gain of $53 primarily associated with the sale of part of our scaffolding business. This gain was primarily recognized in other income, net. In January 2025, we announced that we had signed a merger agreement to acquire H&E. In February 2025, the merger agreement was terminated. Other income, net for the nine months ended September 30, 2025 includes a break-up fee of $64 that we received following the termination of the H&E merger agreement.
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
4. Restructuring Charges
Restructuring charges primarily include severance costs associated with headcount reductions, as well as branch closure charges. 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. Since the first such program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $450 .
Closed Restructuring Programs
Our closed restructuring programs were generally initiated either in recognition of a challenging economic environment or following the completion of certain significant acquisitions. As of September 30, 2026, the total liability associated with the closed restructuring programs was $11 .
2026 Cost Savings Restructuring Program
In the fourth quarter of 2025, we initiated a restructuring program (the “2026 Cost Savings Restructuring Program”) associated with the consolidation of certain common functions and certain other cost reduction measures. We first incurred costs, primarily comprised of severance and branch closure costs, under this program in 2026. The program is expected to be completed in 2026, and we expect that total costs under the program will not exceed $75 (inclusive of the $65 recognized through September 30, 2026 as reflected in the table below).
The table below provides certain information concerning restructuring activity under the 2026 Cost Savings Restructuring Program during the nine months ended September 30, 2026:
| Description | Beginning Reserve Balance | Charged to Costs and Expenses (1) | Payments and Other | Ending Reserve Balance | ||||||||||||||||||||||
| Branch closure charges (2) | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Severance and other | ( | |||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | |||||||||||||||||||||
________________
(1) Reflected in our condensed consolidated statements of income as “Restructuring charge” (such charge also includes activity under our closed restructuring programs). The restructuring charges are not allocated to our segments. A s we first incurred costs under the 2026 Cost Savings Restructuring Program in 2026, the amounts above reflect the cumulative charges recognized through September 30, 2026.
5. Fair Value Measurements
As of September 30, 2026 and December 31, 2025, the amounts of our assets and liabilities that were accounted for at fair value were immaterial.
Fair value measurements are categorized in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety:
Level 1- Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2- Observable inputs other than quoted prices in active markets for identical assets or liabilities include:
a)quoted prices for similar assets or liabilities in active markets;
b)quoted prices for identical or similar assets or liabilities in inactive markets;
c)inputs other than quoted prices that are observable for the asset or liability;
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
d)inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3- Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure.
Fair Value of Financial Instruments
The carrying amounts reported in our condensed consolidated balance sheets for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our variable rate debt facilities and finance leases approximated their book values as of September 30, 2026 and December 31, 2025. The estimated fair values of our other financial instruments, all of which are categorized in Level 1 of the fair value hierarchy, as of September 30, 2026 and December 31, 2025 have been calculated based upon available market information, and were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Senior notes | $ | $ | $ | $ | |||||||||||||||||||
6. Debt
Debt, net of unamortized original issue discounts or premiums, and unamortized debt issuance costs, consists of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable securitization facility expiring 2027 (1) (2) | $ | $ | |||||||||
$ | |||||||||||
| Term loan facility expiring 2031 (1) | |||||||||||
3 7/8 percent Senior Secured Notes due 2027 | |||||||||||
4 7/8 percent Senior Notes due 2028 (3) | |||||||||||
5 1/4 percent Senior Notes due 2030 | |||||||||||
3 7/8 percent Senior Notes due 2031 | |||||||||||
3 3/4 percent Senior Notes due 2032 | |||||||||||
5 3/8 percent Senior Notes due 2033 | |||||||||||
6 1/8 percent Senior Notes due 2034 | |||||||||||
| Finance leases | |||||||||||
| Total debt | |||||||||||
| Less short-term portion (4) | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
___________________
(1)The table below presents financial information associated with our variable rate indebtedness as of and for the nine months ended September 30, 2026. We have borrowed the full available amount under the term loan facility. The principal obligation under the term loan facility is required to be repaid in quarterly installments in an aggregate amount equal to 1.0 percent per annum, with the balance due at the maturity of the facility. The average amount of debt outstanding under the term loan facility decreases slightly each quarter due to the requirement to repay a portion of the principal obligation.
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
| ABL facility | Accounts receivable securitization facility | Term loan facility | |||||||||||||||||||||
Borrowing capacity, net of letters of credit | $ | $ | $ | ||||||||||||||||||||
Letters of credit | |||||||||||||||||||||||
| Interest rate at September 30, 2026 | % | % | % | ||||||||||||||||||||
| Average month-end principal amount of debt outstanding | |||||||||||||||||||||||
Weighted-average interest rate on average debt outstanding | % | % | % | ||||||||||||||||||||
| Maximum month-end principal amount of debt outstanding | |||||||||||||||||||||||
(2)In June 2026, the accounts receivable securitization facility was amended, primarily to extend the maturity date to June 18, 2027. The facility may be extended on a 364 -day basis by mutual agreement with the purchasers under the facility. Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans. As of September 30, 2026, there were $1.973 billion of receivables, net of applicable reserves and other deductions, in the collateral pool.
(3)URNA separately issued 4 7/8 percent Senior Notes in August 2017 and in September 2017. Following the issuances, URNA consummated an exchange offer pursuant to which most of the 4 7/8 percent Senior Notes issued in September 2017 were exchanged for additional notes fungible with the 4 7/8 percent Senior Notes issued in August 2017. As of September 30, 2026, the total above is comprised of two separate 4 7/8 percent Senior Notes, one with a book value of $1.666 billion and one with a book value of $4 .
Loan Covenants and Compliance
As of September 30, 2026, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.
The only financial covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility for five consecutive business days. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of September 30, 2026, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility.
Covenants in the agreements governing our ABL facility, term loan facility and certain other debt instruments impose limitations on our ability to make share repurchases and dividend payments, subject to important exceptions that would allow us to make such repurchases or payments under certain conditions. Based on our current total indebtedness leverage ratio (as defined in the applicable debt agreements) and usage of the ABL facility as of September 30, 2026, we met the criteria under the applicable debt agreements for these exceptions, and as a result we were not restricted in our ability to make share repurchases and dividend payments.
7. Legal and Regulatory Matters
We are subject to a number of claims and proceedings that generally arise in the ordinary conduct of our business. These matters include, but are not limited to, general liability claims (including personal injury, product liability, and property and automobile claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations and contract and real estate matters. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals included in our consolidated balance sheets for matters where we have established them, we currently believe that any liabilities ultimately resulting from these ordinary course claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows.
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
8. Earnings Per Share
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. The following table sets forth the computation of basic and diluted earnings per share (shares in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | |||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per share—weighted-average common shares | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Employee stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Denominator for diluted earnings per share—adjusted weighted-average common shares | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data, unless otherwise indicated)
Global Economic Conditions
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 5 3/8 percent interest rate, while URNA's issuance in August 2021 of $750 principal amount of senior unsecured notes was at a 3 3/4 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.
We continue to assess the economic environment in which we operate and take appropriate actions to address the economic challenges we face.
Executive Overview
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.
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.
For the past several years, we have executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies. In particular, we have focused on customer segmentation, customer service differentiation, rate management, fleet management and operational efficiency. Our general strategy focuses on profitability and return on invested capital, and, in particular, calls for:
•A consistently superior standard of service to customers, often provided through a single lead contact who can coordinate the cross-selling of the various services we offer throughout our network. We utilize a proprietary software application, Total Control®, which provides our key customers with a single in-house software application that enables them to monitor and manage all their equipment needs. Total Control® is a unique customer offering that enables us to develop strong, long-term relationships with our larger customers. Our digital capabilities, including our Total Control® platform, allow our sales teams to provide contactless end-to-end customer service;
•The further optimization of our customer mix and fleet mix, with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet team's analyses are aligned with these objectives to identify trends in equipment categories and define action plans that can generate improved returns;
•A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement. We have a dedicated team responsible for reducing waste in our operational processes, with the objectives of: condensing the cycle time associated with preparing equipment for rent; optimizing our resources for
26
delivery and pickup of equipment; improving the effectiveness and efficiency of our repair and maintenance operations; and implementing customer service best practices;
•The continued expansion and cross-selling of adjacent specialty and services products, which enables us to provide a “one-stop” shop for our customers. We believe that the expansion of our specialty business, as exhibited by our acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”) in March 2024 and other recent, smaller acquisitions in Australia, as well as our tools and onsite services offerings, further positions United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and
•The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our acquisition of assets of Ahern Rentals, Inc. (“Ahern Rentals”) in December 2022, as well as other smaller, more recent acquisitions. Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.
Financial Overview
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.
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).
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.
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).
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).
Net income. Net income and diluted earnings per share are presented below.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | 920 | $ | 701 | $ | 2,204 | $ | 1,841 | |||||||||||||||
| Diluted earnings per share | $ | 14.77 | $ | 10.91 | $ | 35.19 | $ | 28.37 | |||||||||||||||
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
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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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Tax rate applied to items below | 25.2 | % | 25.2 | % | 25.1 | % | 25.2 | % | |||||||||||||||||||||||||||||||||||||||
| Contribution to net income (after-tax) | Impact on diluted earnings per share | Contribution to net income (after-tax) | Impact on diluted earnings per share | Contribution to net income (after-tax) | Impact on diluted earnings per share | Contribution to net income (after-tax) | Impact on diluted earnings per share | ||||||||||||||||||||||||||||||||||||||||
| Merger related intangible asset amortization (1) | $ | (22) | $ | (0.37) | $ | (29) | $ | (0.45) | $ | (73) | $ | (1.17) | $ | (94) | $ | (1.46) | |||||||||||||||||||||||||||||||
| Impact on depreciation related to acquired fleet and property and equipment (2) | (11) | (0.18) | (17) | (0.27) | (41) | (0.66) | (55) | (0.85) | |||||||||||||||||||||||||||||||||||||||
| Impact of the fair value mark-up of acquired fleet (3) | (3) | (0.05) | (4) | (0.07) | (9) | (0.15) | (18) | (0.28) | |||||||||||||||||||||||||||||||||||||||
| Restructuring charge (4) | (12) | (0.18) | 1 | 0.01 | (50) | (0.79) | — | (0.01) | |||||||||||||||||||||||||||||||||||||||
| Asset impairment charge (5) | — | — | — | — | (1) | (0.02) | (2) | (0.03) | |||||||||||||||||||||||||||||||||||||||
| Debt related losses | — | — | (1) | (0.01) | — | — | (1) | (0.01) | |||||||||||||||||||||||||||||||||||||||
(1)This reflects the amortization of the intangible assets acquired in the major acquisitions that significantly impact our operations (the “major acquisitions,” each of which had annual revenues of over $200 prior to acquisition).
(2)This reflects the impact of extending the useful lives of equipment acquired in certain major acquisitions, net of the impact of additional depreciation associated with the fair value mark-up of such equipment.
(3)This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in certain major acquisitions that was subsequently sold.
(4)This primarily reflects severance and branch closure charges associated with our restructuring programs. The restructuring charges generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition. 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).
(5)This reflects write-offs of leasehold improvements and other fixed assets.
EBITDA GAAP Reconciliations. EBITDA represents the sum of net income, provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the restructuring charges, stock compensation expense, net, and the impact of the fair value mark-up of acquired fleet. See below for further detail on each adjusting item. These items are excluded from adjusted EBITDA internally when evaluating our operating performance and for strategic planning and forecasting purposes, and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. The net income and adjusted EBITDA margins represent net income or adjusted EBITDA divided by total revenue. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliations, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA help investors gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income or cash flow from operating activities as indicators of operating performance or liquidity.
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
28
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.
The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | 920 | $ | 701 | $ | 2,204 | $ | 1,841 | |||||||||||||||
| Provision for income taxes | 311 | 236 | 735 | 623 | |||||||||||||||||||
| Interest expense, net | 184 | 178 | 538 | 533 | |||||||||||||||||||
| Depreciation of rental equipment | 742 | 684 | 2,127 | 1,972 | |||||||||||||||||||
| Non-rental depreciation and amortization | 111 | 109 | 341 | 331 | |||||||||||||||||||
| EBITDA | $ | 2,268 | $ | 1,908 | $ | 5,945 | $ | 5,300 | |||||||||||||||
| Restructuring charge (1) | 15 | — | 66 | 1 | |||||||||||||||||||
| Stock compensation expense, net (2) | 43 | 32 | 122 | 102 | |||||||||||||||||||
| Impact of the fair value mark-up of acquired fleet (3) | 5 | 6 | 13 | 24 | |||||||||||||||||||
| Adjusted EBITDA | $ | 2,331 | $ | 1,946 | $ | 6,146 | $ | 5,427 | |||||||||||||||
| Net income margin | 18.8 | % | 16.6 | % | 16.6 | % | 15.5 | % | |||||||||||||||
| Adjusted EBITDA margin | 47.6 | % | 46.0 | % | 46.3 | % | 45.6 | % | |||||||||||||||
The table below provides a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA:
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 4,934 | $ | 3,934 | |||||||
| Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA: | |||||||||||
| Amortization of deferred financing costs and original issue discounts | (13) | (11) | |||||||||
| Gain on sales of rental equipment | 470 | 460 | |||||||||
| Gain on sales of non-rental equipment | 10 | 15 | |||||||||
| Gain on sale of business (4) | 53 | — | |||||||||
| Insurance proceeds from damaged equipment | 34 | 36 | |||||||||
| Restructuring charge (1) | (66) | (1) | |||||||||
| Stock compensation expense, net (2) | (122) | (102) | |||||||||
| Debt related activity (5) | — | (15) | |||||||||
| Changes in assets and liabilities | (124) | (156) | |||||||||
| Cash paid for interest | 541 | 566 | |||||||||
| Cash paid for income taxes, net | 228 | 574 | |||||||||
| EBITDA | $ | 5,945 | $ | 5,300 | |||||||
| Add back: | |||||||||||
| Restructuring charge (1) | 66 | 1 | |||||||||
| Stock compensation expense, net (2) | 122 | 102 | |||||||||
| Impact of the fair value mark-up of acquired fleet (3) | 13 | 24 | |||||||||
| Adjusted EBITDA | $ | 6,146 | $ | 5,427 | |||||||
___________________
(1)This primarily reflects severance and branch closure charges associated with our restructuring programs. The restructuring charges generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition. The amounts above primarily reflect charges associated with the restructuring program that was
29
initiated in the fourth quarter of 2025 (see note 4 to the condensed consolidated financial statements for additional detail on our restructuring programs).
(2)Represents non-cash, share-based payments associated with the granting of equity instruments.
(3)This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in certain major acquisitions that was subsequently sold.
(4)See above for a discussion of the gain primarily associated with the sale of part of our scaffolding business.
(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.
For the three months ended September 30, 2026, net income increased $219, or 31.2 percent, to $920, and net income margin increased 220 basis points to 18.8 percent, primarily due to increased gross margin from equipment rentals. The net income margin impact of higher income tax expense as a percentage of revenue and increased restructuring charges associated with the restructuring program discussed in note 4 to the condensed consolidated financial statements was offset by reductions in net interest expense and non-rental depreciation and amortization as a percentage of revenue. 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”). See “Results of Operations" for further discussion of the significant items impacting our operating results.
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.
For the three months ended September 30, 2026, adjusted EBITDA increased $385, or 19.8 percent, to $2.331 billion, and adjusted EBITDA margin increased 160 basis points to 47.6 percent, primarily reflecting 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-Segment Equipment Rentals Gross Profit”). See “Results of Operations" for further discussion of the significant items impacting our operating results.
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-
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Segment Equipment Rentals Gross Profit”). See “Results of Operations" for further discussion of the significant items impacting our operating results.
Revenues are 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Equipment rentals* | $ | 4,316 | $ | 3,665 | 17.8 | % | $ | 11,584 | $ | 10,225 | 13.3 | % | |||||||||||||||||||||||
| Sales of rental equipment | 348 | 333 | 4.5 | % | 1,028 | 1,027 | 0.1 | % | |||||||||||||||||||||||||||
| Sales of new equipment | 84 | 95 | (11.6) | % | 254 | 240 | 5.8 | % | |||||||||||||||||||||||||||
| Contractor supplies sales | 47 | 43 | 9.3 | % | 131 | 120 | 9.2 | % | |||||||||||||||||||||||||||
| Service and other revenues | 98 | 93 | 5.4 | % | 291 | 279 | 4.3 | % | |||||||||||||||||||||||||||
| Total revenues | $ | 4,893 | $ | 4,229 | 15.7 | % | $ | 13,288 | $ | 11,891 | 11.7 | % | |||||||||||||||||||||||
| *Equipment rentals variance components: | |||||||||||||||||||||||||||||||||||
| Year-over-year change in average OEC | 7.9 | % | 6.9 | % | |||||||||||||||||||||||||||||||
| Assumed year-over-year inflation impact (1) | (1.5) | % | (1.5) | % | |||||||||||||||||||||||||||||||
| Fleet productivity (2) | 6.5 | % | 4.2 | % | |||||||||||||||||||||||||||||||
| Contribution from ancillary and re-rent revenue (3) | 4.9 | % | 3.7 | % | |||||||||||||||||||||||||||||||
| Total change in equipment rentals | 17.8 | % | 13.3 | % | |||||||||||||||||||||||||||||||
___________________
(1)Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost.
(2)Reflects the combined impact of changes in rental rates, time utilization, and mix that contribute to the variance in owned equipment rental revenue. See note 2 to the condensed consolidated financial statements for a discussion of the different types of equipment rentals revenue. Rental rate changes are calculated based on the year-over-year variance in average contract rates, weighted by the prior period revenue mix. Time utilization is calculated by dividing the amount of time an asset is on rent by the amount of time the asset has been owned during the year. Mix includes the impact of changes in customer, fleet, geographic and segment mix.
(3)Reflects the combined impact of changes in the other types of equipment rentals revenue (see note 2 for further detail), excluding owned equipment rental revenue.
Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; for fuel; and for environmental and other miscellaneous costs and services. Sales of rental equipment represent our revenues from the sale of used rental equipment. Sales of new equipment represent our revenues from the sale of new equipment. Contractor supplies sales represent our sales of supplies utilized by contractors, which include construction consumables, tools, small equipment and safety supplies. Services and other revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). See note 2 to the condensed consolidated financial statements for a discussion of our revenue recognition accounting.
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.
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.
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Results of Operations
As discussed in note 3 to our condensed consolidated financial statements, our reportable segments are general rentals and specialty. The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. This segment operates throughout the United States and Canada. The specialty segment rents products (and provides setup and other services on such rented equipment) including (i) trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, (ii) power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment, (iii) fluid solutions equipment primarily used for fluid containment, transfer and treatment, (iv) mobile storage equipment and modular office space and (v) surface protection mats. The specialty segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment primarily operates in the United States and Canada, and has a smaller presence in Europe, Australia and New Zealand.
As discussed in note 3 to our condensed consolidated financial statements, we aggregate our four geographic divisions—Central, Northeast, Southeast and West—into our general rentals reporting segment. Historically, there have occasionally been variances in the levels of equipment rentals gross margins achieved by these divisions, though such variances have generally been small (close to or less than 10 percent, measured versus the equipment rentals gross margins of the aggregated general rentals' divisions). For the five year period ended September 30, 2026, there was no general rentals' division with an equipment rentals gross margin that differed materially from the equipment rentals gross margin of the aggregated general rentals' divisions. The rental industry is cyclical, and there historically have occasionally been divisions with equipment rentals gross margins that varied by greater than 10 percent from the equipment rentals gross margins of the aggregated general rentals' divisions, though the specific divisions with margin variances of over 10 percent have fluctuated, and such variances have generally not exceeded 10 percent by a significant amount. We monitor the margin variances and confirm margin similarity between divisions on a quarterly basis.
We believe that the divisions that are aggregated into our segments have similar economic characteristics, as each division is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our divisions also reflects the management structure that we use for making operating decisions and assessing performance. Although we believe aggregating these divisions into our reporting segments for segment reporting purposes is appropriate, to the extent that there are significant margin variances that do not converge, we may be required to disaggregate the divisions into separate reporting segments. Any such disaggregation would have no impact on our consolidated results of operations.
These reporting segments align our external segment reporting with how management evaluates business performance and allocates resources. We evaluate segment performance primarily based on segment equipment rentals gross profit. Our revenues, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.
Revenues by segment were as follows:
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| General rentals | Specialty | Total | |||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||
| Equipment rentals | $ | 2,612 | $ | 1,704 | $ | 4,316 | |||||||||||
| Sales of rental equipment | 305 | 43 | 348 | ||||||||||||||
| Sales of new equipment | 35 | 49 | 84 | ||||||||||||||
| Contractor supplies sales | 24 | 23 | 47 | ||||||||||||||
| Service and other revenues | 89 | 9 | 98 | ||||||||||||||
| Total revenue | $ | 3,065 | $ | 1,828 | $ | 4,893 | |||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||
| Equipment rentals | $ | 2,400 | $ | 1,265 | $ | 3,665 | |||||||||||
| Sales of rental equipment | 274 | 59 | 333 | ||||||||||||||
| Sales of new equipment | 45 | 50 | 95 | ||||||||||||||
| Contractor supplies sales | 23 | 20 | 43 | ||||||||||||||
| Service and other revenues | 84 | 9 | 93 | ||||||||||||||
| Total revenue | $ | 2,826 | $ | 1,403 | $ | 4,229 | |||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| Equipment rentals | $ | 7,259 | $ | 4,325 | $ | 11,584 | |||||||||||
| Sales of rental equipment | 890 | 138 | 1,028 | ||||||||||||||
| Sales of new equipment | 122 | 132 | 254 | ||||||||||||||
| Contractor supplies sales | 70 | 61 | 131 | ||||||||||||||
| Service and other revenues | 262 | 29 | 291 | ||||||||||||||
| Total revenue | $ | 8,603 | $ | 4,685 | $ | 13,288 | |||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| Equipment rentals | $ | 6,767 | $ | 3,458 | $ | 10,225 | |||||||||||
| Sales of rental equipment | 876 | 151 | 1,027 | ||||||||||||||
| Sales of new equipment | 137 | 103 | 240 | ||||||||||||||
| Contractor supplies sales | 65 | 55 | 120 | ||||||||||||||
| Service and other revenues | 252 | 27 | 279 | ||||||||||||||
| Total revenue | $ | 8,097 | $ | 3,794 | $ | 11,891 | |||||||||||
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.
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.
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.
For the nine months ended September 30, 2026, equipment rentals represented 87 percent of total revenues. For the nine months ended September 30, 2026, equipment rentals of $11.584 billion increased $1.359 billion, or 13.3 percent, as compared to the same period in 2025, 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.
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
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7.3 percent, as compared to the same period in 2025, primarily reflecting increased average OEC, strong demand, and increased ancillary and re-rent revenues.
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.
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.
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.
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.
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.
Segment Equipment Rentals Gross Profit
See note 3 to our condensed consolidated financial statements for additional information on segment performance. Segment equipment rentals gross profit and gross margin were as follows:
| General rentals | Specialty | Total | |||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||
| Equipment Rentals Gross Profit | $ | 1,003 | $ | 811 | $ | 1,814 | |||||||||||
| Equipment Rentals Gross Margin | 38.4 | % | 47.6 | % | 42.0 | % | |||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||
| Equipment Rentals Gross Profit | $ | 881 | $ | 570 | $ | 1,451 | |||||||||||
| Equipment Rentals Gross Margin | 36.7 | % | 45.1 | % | 39.6 | % | |||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| Equipment Rentals Gross Profit | $ | 2,621 | $ | 1,940 | $ | 4,561 | |||||||||||
| Equipment Rentals Gross Margin | 36.1 | % | 44.9 | % | 39.4 | % | |||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| Equipment Rentals Gross Profit | $ | 2,356 | $ | 1,546 | $ | 3,902 | |||||||||||
| Equipment Rentals Gross Margin | 34.8 | % | 44.7 | % | 38.2 | % | |||||||||||
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.
For the nine months ended September 30, 2026, equipment rentals gross profit increased by $265, and equipment rentals gross margin increased by 130 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.
Specialty. For the three months ended September 30, 2026, equipment rentals gross profit increased by $241, and equipment rentals gross margin increased by 250 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.
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For the nine months ended September 30, 2026, equipment rentals gross profit increased by $394, and equipment rentals gross margin increased by 20 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.
Gross Margin. Gross margins by revenue classification were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Total gross margin | 41.8 | % | 39.4 | % | 240 bps | 39.5% | 38.3% | 120 bps | |||||||||||||||||||||||||||
| Equipment rentals | 42.0 | % | 39.6 | % | 240 bps | 39.4% | 38.2% | 120 bps | |||||||||||||||||||||||||||
| Sales of rental equipment | 44.8 | % | 44.1 | % | 70 bps | 45.7% | 44.8% | 90 bps | |||||||||||||||||||||||||||
| Sales of new equipment | 21.4 | % | 21.1 | % | 30 bps | 19.7% | 20.0% | (30) bps | |||||||||||||||||||||||||||
| Contractor supplies sales | 38.3 | % | 25.6 | % | 1,270 bps | 33.6% | 28.3% | 530 bps | |||||||||||||||||||||||||||
| Service and other revenues | 40.8 | % | 38.7 | % | 210 bps | 41.9% | 39.4% | 250 bps | |||||||||||||||||||||||||||
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).
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).
Other costs/(income)
The table below includes the other costs/(income) in our condensed consolidated statements of income, as well as key associated metrics:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||
| Selling, general and administrative ("SG&A") expense | $511 | $442 | 15.6% | $1,424 | $1,301 | 9.5% | |||||||||||||||||||||||
| SG&A expense as a percentage of revenue | 10.4% | 10.5% | (10) bps | 10.7% | 10.9% | (20) bps | |||||||||||||||||||||||
| Restructuring charge | 15 | — | —% | 66 | 1 | 6,500.0% | |||||||||||||||||||||||
| Non-rental depreciation and amortization | 111 | 109 | 1.8% | 341 | 331 | 3.0% | |||||||||||||||||||||||
| Interest expense, net | 184 | 178 | 3.4% | 538 | 533 | 0.9% | |||||||||||||||||||||||
| Other income, net | (6) | (1) | 500.0% | (61) | (76) | (19.7)% | |||||||||||||||||||||||
| Provision for income taxes | 311 | 236 | 31.8% | 735 | 623 | 18.0% | |||||||||||||||||||||||
| Effective tax rate | 25.3% | 25.2% | 10 bps | 25.0% | 25.3% | (30) bps | |||||||||||||||||||||||
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.
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The restructuring 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.
Non-rental depreciation and amortization includes (i) the amortization of other intangible assets and (ii) depreciation expense associated with equipment that is not offered for rent (such as computers and office equipment) and amortization expense associated with leasehold improvements. Our other intangible assets consist of customer relationships, non-compete agreements and trade names and associated trademarks.
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.
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.
The effective tax rates for 2026 and 2025 differed from the federal statutory rate of 21 percent primarily due to the geographical mix of income between foreign and domestic operations, the impact of state and local taxes, stock compensation, and other deductible and nondeductible charges.
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.
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Liquidity and Capital Resources
We manage our liquidity using internal cash management practices, which are subject to (i) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services, (ii) the terms and other requirements of the agreements to which we are a party and (iii) the statutes, regulations and practices of each of the local jurisdictions in which we operate.
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).
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.
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:
ABL facility: | |||||
| Borrowing capacity, net of letters of credit | $ | 2,436 | |||
| Outstanding debt, net of debt issuance costs (1) | 2,033 | ||||
| Interest rate at September 30, 2026 | 4.9 | % | |||
| Average month-end principal amount of debt outstanding (1) | 1,546 | ||||
Weighted-average interest rate on average debt outstanding | 4.7 | % | |||
| Maximum month-end principal amount of debt outstanding (1) | 2,043 | ||||
| Accounts receivable securitization facility: | |||||
Borrowing capacity | 26 | ||||
| Outstanding debt, net of debt issuance costs | 1,473 | ||||
| Interest rate at September 30, 2026 | 4.8 | % | |||
| Average month-end principal amount of debt outstanding | 1,472 | ||||
Weighted-average interest rate on average debt outstanding | 4.7 | % | |||
| Maximum month-end principal amount of debt outstanding | 1,500 | ||||
___________________
(1)The outstanding and maximum amounts of debt under the ABL facility exceeded the average outstanding amount primarily due to the use of borrowings under the facility to fund seasonal expenditures.
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We expect that our principal short-term (over the next 12 months) and long-term needs for cash relating to our operations will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, (v) share repurchases, (vi) dividends and (vii) acquisitions. We plan to fund such cash requirements from our existing sources of cash. In addition, we may seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit.
To access the capital markets, we rely on credit rating agencies to assign ratings to our securities as an indicator of credit quality. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. Credit ratings also affect the costs of derivative transactions, including interest rate and foreign currency derivative transactions. As a result, negative changes in our credit ratings could adversely impact our costs of funding. Our credit ratings as of October 19, 2026 were as follows:
| Corporate Rating | Outlook | ||||||||||
| Moody’s | Ba1 | Positive | |||||||||
| Standard & Poor’s | BBB- | Stable | |||||||||
A security rating is not a recommendation to buy, sell or hold securities. There is no assurance that any rating will remain in effect for a given period of time or that any rating will not be revised or withdrawn by a rating agency in the future.
Loan Covenants and Compliance. As of September 30, 2026, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.
The only financial covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility for five consecutive business days. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of September 30, 2026, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility.
Covenants in the agreements governing our ABL facility, term loan facility and certain other debt instruments impose limitations on our ability to make share repurchases and dividend payments, subject to important exceptions that would allow us to make such repurchases or payments under certain conditions. Based on our current total indebtedness leverage ratio (as defined in the applicable debt agreements) and usage of the ABL facility as of September 30, 2026, we met the criteria under the applicable debt agreements for these exceptions, and as a result we were not restricted in our ability to make share repurchases and dividend payments.
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.
Free Cash Flow GAAP Reconciliation. We define “free cash flow” as net cash provided by operating activities less payments for purchases of, and plus proceeds from, equipment and intangible assets. The equipment and intangible asset items are included in cash flows from investing activities. Management believes that free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash flow should not be
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considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow.
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 4,934 | $ | 3,934 | |||||||
| Payments for purchases of rental equipment | (4,339) | (3,576) | |||||||||
| Payments for purchases of non-rental equipment and intangible assets | (280) | (273) | |||||||||
| Proceeds from sales of rental equipment | 1,028 | 1,027 | |||||||||
| Proceeds from sales of non-rental equipment | 44 | 44 | |||||||||
| Insurance proceeds from damaged equipment | 34 | 36 | |||||||||
| Free cash flow | $ | 1,421 | $ | 1,192 | |||||||
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).
Relationship between Holdings and URNA. Holdings is principally a holding company and primarily conducts its operations through its wholly owned subsidiary, URNA, and subsidiaries of URNA. Holdings licenses its tradename and other intangibles and provides certain services to URNA in connection with its operations. These services principally include: (i) senior management services; (ii) finance and tax-related services and support; (iii) information technology systems and support; (iv) acquisition-related services; (v) legal services; and (vi) human resource support. In addition, Holdings leases certain equipment and real property that are made available for use by URNA and its subsidiaries.
Information Regarding Guarantors of URNA Indebtedness
URNA is 100 percent-owned by Holdings and has certain series of its senior notes that are guaranteed by both Holdings and certain U.S. subsidiaries of URNA, including United Rentals Highway Technologies Gulf, LLC, United Rentals (Delaware), Inc. and United Rentals Realty, LLC (together, the “guarantor subsidiaries”). Other than the guarantee by our Canadian subsidiary of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries, the U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization facility (the “SPV”), certain immaterial subsidiaries or the foreign subsidiary holding company acquired in connection with the General Finance acquisition (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold or contributed by URNA to the SPV and are not available to satisfy the obligations of URNA or Holdings’ other subsidiaries. Holdings consolidates each of URNA and the guarantor subsidiaries in its consolidated financial statements. URNA and the guarantor subsidiaries are all 100 percent-owned and controlled by Holdings. Holdings’ guarantees of URNA’s indebtedness are full and unconditional, except that the guarantees may be automatically released and relieved upon satisfaction of the requirements for legal defeasance or covenant defeasance under the applicable indenture being met. The Holdings guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by Holdings will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws.
The guarantees of Holdings and the guarantor subsidiaries are made on a joint and several basis. The guarantees of the guarantor subsidiaries are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the guarantor subsidiary, the sale of all or substantially all of the guarantor subsidiary's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met, designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants or the notes being rated investment grade by certain rating agencies as specified in the applicable indenture. Like the Holdings guarantees, the guarantees of the guarantor subsidiaries are subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws.
All of the existing guarantees by Holdings and the guarantor subsidiaries rank equally in right of payment with all of the guarantors' existing and future senior indebtedness. The secured indebtedness of Holdings and the guarantor subsidiaries (including guarantees of URNA’s existing and future secured indebtedness) will rank effectively senior to guarantees of any unsecured indebtedness to the extent of the value of the assets securing such indebtedness. Future guarantees of subordinated indebtedness will rank junior to any existing and future senior indebtedness of the guarantors. The guarantees of URNA’s
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indebtedness are effectively junior to any indebtedness of our subsidiaries that are not guarantors, including our foreign subsidiaries. As of September 30, 2026, the indebtedness, net of debt issuance costs, of our non-guarantors was comprised of (i) $1.473 billion of outstanding borrowings by the SPV in connection with the Company’s accounts receivable securitization facility, (ii) $158 of outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $14 of finance leases of our non-guarantor subsidiaries.
Covenants in the agreements governing our ABL facility, term loan facility and certain other debt instruments impose limitations on our ability to make share repurchases and dividend payments, subject to important exceptions that would allow us to make such repurchases or payments under certain conditions. Based on our current total indebtedness leverage ratio (as defined in the applicable debt agreements) and usage of the ABL facility as of September 30, 2026, we met the criteria under the applicable debt agreements for these exceptions, and as a result we were not restricted in our ability to make share repurchases and dividend payments.
Based on our understanding of Rule 3-10 of Regulation S-X (“Rule 3-10”), we believe that Holdings’ guarantees of URNA indebtedness comply with the conditions set forth in Rule 3-10, which enables us to present summarized financial information for Holdings, URNA and the consolidated guarantor subsidiaries in accordance with Rule 13-01 of Regulation S-X. The summarized financial information excludes the financial information of the non-guarantor subsidiaries. In accordance with Rule 3-10, separate financial statements of the guarantor subsidiaries have not been presented. Our presentation below excludes the investment in the non-guarantor subsidiaries and the related income from the non-guarantor subsidiaries.
The summarized financial information of Holdings, URNA and the guarantor subsidiaries on a combined basis is as follows:
| September 30, 2026 | |||||
| Current assets | $694 | ||||
| Long-term assets | 26,129 | ||||
| Total assets | 26,823 | ||||
| Current payable to non-guarantor subsidiaries | 6 | ||||
| Other current liabilities | 3,199 | ||||
| Total current liabilities | 3,205 | ||||
| Long-term liabilities | 17,530 | ||||
| Total liabilities | 20,735 | ||||
| Nine Months Ended September 30, 2026 | |||||
| Total revenues | $12,136 | ||||
| Gross profit | 4,850 | ||||
| Net income | 1,955 | ||||
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Item 3.Quantitative and Qualitative Disclosures about Market Risk (dollars in millions, unless otherwise indicated)
Our exposure to market risk primarily consists of (i) interest rate risk associated with our variable and fixed rate debt and (ii) foreign currency exchange rate risk associated with our foreign operations.
Interest Rate Risk. As of September 30, 2026, we had an aggregate of $4.5 billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable securitization and term loan facilities. The amount of variable rate indebtedness outstanding under these facilities may fluctuate significantly. See note 6 to the condensed consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of September 30, 2026 under these facilities. As of September 30, 2026, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $34 for each one percentage point increase in the interest rates applicable to our variable rate debt.
At September 30, 2026, we had an aggregate of $10.2 billion of indebtedness that bears interest at fixed rates. A one percentage point decrease in market interest rates as of September 30, 2026 would increase the fair value of our fixed rate indebtedness by approximately 3 percent. For additional information concerning the fair value of our fixed rate debt, see note 5 (see “Fair Value of Financial Instruments”) to our condensed consolidated financial statements.
Currency Exchange Risk. We primarily operate in the U.S. and Canada, and have a smaller presence in Europe, Australia and New Zealand. During the nine months ended September 30, 2026, our foreign subsidiaries accounted for $1.150 billion, or 9 percent, of our total revenue of $13.288 billion, and $145, or 5 percent, of our total pretax income of $2.939 billion. Based on the size of our foreign operations relative to the Company as a whole, we do not believe that a 10 percent change in exchange rates would have a material impact on our earnings. We do not engage in purchasing forward exchange contracts for speculative purposes.
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Item 4.Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of September 30, 2026. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2026, we implemented a new accounting and general ledger (“GL”) system. As a result of this implementation, we modified certain existing controls and implemented new controls and procedures related to the GL system to maintain appropriate internal control over financial reporting during and after the system change.
Other than the changes associated with the implementation of the new GL system described above, there were no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.Legal Proceedings
The information set forth under note 7 to our unaudited condensed consolidated financial statements of this quarterly report on Form 10-Q is incorporated by reference in answer to this item.
Item 1A.Risk Factors
Our results of operations and financial condition are subject to numerous risks and uncertainties described in our 2025 Form 10-K, which risk factors are incorporated herein by reference. You should carefully consider the risk factors in our 2025 Form 10-K in conjunction with the other information contained in this report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information about purchases of Holdings’ common stock by Holdings during the third quarter of 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2) | |||||||||||||||||||
| July 1, 2026 to July 31, 2026 | 148,402 | (1) | $ | 1,071.90 | 148,328 | ||||||||||||||||||
| August 1, 2026 to August 31, 2026 | 123,896 | (1) | $ | 1,106.43 | 123,811 | ||||||||||||||||||
| September 1, 2026 to September 30, 2026 | 79,357 | (1) | $ | 1,004.08 | 78,689 | ||||||||||||||||||
| Total | 351,655 | $ | 1,068.76 | 350,828 | $ | 4,225,022,634 | |||||||||||||||||
_________________
(1)In July 2026, August 2026 and September 2026, 74, 85 and 668 shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to any share repurchase plan or program.
(2)On January 28, 2026, our Board of Directors authorized a $5.0 billion share repurchase program that does not have an established expiration date. This program commenced in the first quarter of 2026, after completion of our prior $2.0 billion share repurchase program. 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 million of share repurchases made to complete the prior $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 million year-to-date through September 30, 2026 (the total excise tax amount relates to both programs discussed above).
Item 5. Other Information
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Item 6.Exhibits
| 3(a) | |||||
| 3(b) | |||||
| 3(c) | |||||
| 3(d) | |||||
| 22 | |||||
| 31(a)* | |||||
| 31(b)* | |||||
| 32(a)** | |||||
| 32(b)** | |||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
* Filed herewith.
** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.
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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 thereunto duly authorized.
| UNITED RENTALS, INC. | ||||||||||||||
| Dated: | October 21, 2026 | By: | /S/ ANDREW B. LIMOGES | |||||||||||
| Andrew B. Limoges Vice President, Controller and Principal Accounting Officer | ||||||||||||||
| UNITED RENTALS (NORTH AMERICA), INC. | ||||||||||||||
| Dated: | October 21, 2026 | By: | /S/ ANDREW B. LIMOGES | |||||||||||
| Andrew B. Limoges Vice President, Controller and Principal Accounting Officer | ||||||||||||||
45
Exhibit 31(a)
CERTIFICATIONS
I, Matthew J. Flannery, certify that:
1.I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc. for the quarterly period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;
4.The registrants' other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter (the registrants' fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.The registrants' other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.
/S/ MATTHEW J. FLANNERY | ||
| Matthew J. Flannery | ||
| Chief Executive Officer | ||
October 21, 2026
Exhibit 31(b)
CERTIFICATIONS
I, William E. Grace, certify that:
1.I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc. for the quarterly period ended September 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;
4.The registrants' other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter (the registrants' fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.The registrants' other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.
/S/ WILLIAM E. GRACE | ||
| William E. Grace | ||
| Chief Financial Officer | ||
October 21, 2026
Exhibit 32(a)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the quarterly period ended September 30, 2026 as filed with the Securities and Exchange Commission (the “Report”), I, Matthew J. Flannery, Chief Executive Officer of the Companies, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
/S/ MATTHEW J. FLANNERY | ||
| Matthew J. Flannery | ||
| Chief Executive Officer | ||
October 21, 2026
Exhibit 32(b)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the quarterly period ended September 30, 2026 as filed with the Securities and Exchange Commission (the “Report”), I, William E. Grace, Chief Financial Officer of the Companies, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
/S/ WILLIAM E. GRACE | ||
| William E. Grace | ||
| Chief Financial Officer | ||
October 21, 2026