Published
# United Rentals (URI) - Recent Events ## Filings that contain financial statements The earnings press releases furnished as Exhibit 99.1 to Form 8-K each carry condensed consolidated (unaudited) statements of income, balance sheets and statements of cash flows, plus non-GAAP reconciliations. - Form 8-K filed 2026-10-21, accession 0001067701-26-000036: three and nine months ended September 30, 2026 (with 2025 comparatives). - Form 8-K filed 2026-07-22, accession 0001067701-26-000028: three and six months ended June 30, 2026. - Form 8-K filed 2026-04-22, accession 0001067701-26-000018: three months ended March 31, 2026. - Form 8-K filed 2026-01-28, accession 0001067701-26-000009: fourth quarter and full year ended December 31, 2025 (the full-year results are reported on the Form 10-K). - Form 8-K filed 2025-10-22, accession 0001067701-25-000041: three and nine months ended September 30, 2025. - Form 8-K filed 2025-07-23, accession 0001628280-25-035758: three and six months ended June 30, 2025. ## Earnings and guidance Guidance for full-year 2026 was raised at every quarterly report this year. - **2026-10-21 (third quarter 2026), accession 0001067701-26-000036.** Total revenue $4.893 billion (rental revenue $4.316 billion, up 17.8%). Net income $920 million (18.8% margin), GAAP diluted EPS $14.77, adjusted EPS $15.55. Adjusted EBITDA $2.331 billion (47.6% margin). Fleet productivity up 6.5%. Net leverage 1.8x; total liquidity $2.615 billion. The company raised its 2026 outlook: total revenue $18.0-$18.2 billion (prior $17.5-$17.8 billion); adjusted EBITDA $8.3-$8.4 billion (prior $7.975-$8.125 billion); net cash from operating activities $6.25-$6.85 billion (prior $5.85-$6.65 billion); gross rental purchases $5.2-$5.5 billion (prior $4.85-$5.25 billion); free cash flow excluding restructuring payments unchanged at $2.15-$2.45 billion. - **2026-07-22 (second quarter 2026), accession 0001067701-26-000028.** Total revenue $4.410 billion; net income $753 million; GAAP diluted EPS $12.03, adjusted EPS $12.76; adjusted EBITDA $2.056 billion. The quarter included a $49 million gain on the sale of part of the scaffolding business ($37 million after tax, $0.58 per diluted share). Outlook raised to revenue $17.5-$17.8 billion and adjusted EBITDA $7.975-$8.125 billion (prior $16.9-$17.4 billion and $7.625-$7.875 billion). - **2026-04-22 (first quarter 2026), accession 0001067701-26-000018.** Total revenue $3.985 billion; net income $531 million; GAAP diluted EPS $8.43, adjusted EPS $9.71; adjusted EBITDA $1.759 billion. Outlook raised to revenue $16.9-$17.4 billion and adjusted EBITDA $7.625-$7.875 billion (prior $16.8-$17.3 billion and $7.575-$7.825 billion). Restructuring charges of $45 million were recognized in the quarter. - **2026-01-28 (fourth quarter and full year 2025), accession 0001067701-26-000009.** Fourth-quarter revenue $4.208 billion, net income $653 million (down 5.2%), GAAP diluted EPS $10.27, adjusted EBITDA $1.901 billion. Full-year 2025 revenue $16.099 billion, adjusted EBITDA $7.328 billion, operating cash flow $5.190 billion. Initial 2026 outlook: revenue $16.8-$17.3 billion, adjusted EBITDA $7.575-$7.825 billion, operating cash flow $5.3-$6.1 billion, free cash flow excluding merger and restructuring payments $2.15-$2.45 billion. The release attributed lower specialty-rentals margins to higher depreciation, delivery costs and a mix shift toward lower-margin ancillary revenue. - **2025-10-22 (third quarter 2025), accession 0001067701-25-000041.** Revenue $4.229 billion, net income $701 million, GAAP diluted EPS $10.91; full-year 2025 guidance for revenue and capital spending raised. - **2025-07-23 (second quarter 2025), accession 0001628280-25-035758.** Revenue $3.943 billion, net income $622 million, GAAP diluted EPS $9.59; 2025 guidance raised and planned 2025 share repurchases increased by $400 million to $1.9 billion. ## Capital returns - **New $5 billion repurchase program and dividend increase (2026-01-28), accession 0001067701-26-000009.** The Board authorized a new $5 billion repurchase program with no expiration date, to start after the existing $2.0 billion program (which had $350 million remaining at December 31, 2025) is completed. The company intends to repurchase $1.5 billion of stock in 2026, including $1.15 billion under the new program, and raised the quarterly dividend 10% to $1.97 per share. It expects to return about $2 billion to shareholders in 2026. - **Progress (2026-10-21), accession 0001067701-26-000036.** The prior $2.0 billion program was completed and the new program started. Through nine months of 2026 the company repurchased $1.125 billion of stock and paid $371 million in dividends. It still expects to complete $1.5 billion of repurchases in 2026. A quarterly dividend of $1.97 per share was declared, payable November 25, 2026 to holders of record November 11, 2026. - In 2025 the company repurchased $1.9 billion of stock and paid $464 million in dividends (accession 0001067701-26-000009). ## Debt and financing - **Credit facility, 2025-07-10 (8-K filed 2025-07-11), accession 0001104659-25-067406.** The company entered a Fifth Amended and Restated Credit Agreement providing a $4,500 million senior secured asset-based revolving facility (including a $175 million tranche for Australia and New Zealand borrowers), maturing July 10, 2030. About $2,049 million was drawn and about $2,428 million was available as of July 9, 2025. Initial margin is 1.000% over the Term SOFR rate; the unused line fee is 0.20%. The only financial covenant is a springing 1.00x fixed charge coverage ratio, tested when availability falls below 10%. - **Term loan repricing, 2025-08-07, accession 0001104659-25-075201.** An amendment to the February 2024 credit and guaranty agreement lowered the Term SOFR margin to 1.50% (base rate 0.50%). The $987.5 million of loans outstanding was unchanged. - **Senior notes, November-December 2025.** On 2025-11-24 the company announced a proposed private offering of $1.5 billion of senior notes due 2033 by United Rentals (North America), Inc. (URNA), with proceeds to redeem the $500 million 5 1/2% Senior Notes due 2027 and reduce borrowings under the asset-based facility (accession 0001104659-25-115181). On 2025-12-01 URNA completed the offering of $1.5 billion of 5.375% Senior Notes due November 15, 2033, guaranteed by the parent and certain domestic subsidiaries, callable from November 15, 2028 (accession 0001104659-25-117306). The January 2026 earnings release states that the proceeds redeemed all of the $500 million 5 1/2% notes due 2027 and reduced asset-based facility borrowings (accession 0001067701-26-000009). - **Receivables securitization, 2026-06-18, accession 0001104659-26-075708.** Amendment No. 18 to the receivables purchase agreement extended the facility's expiration to June 18, 2027, extendable in 364-day increments by mutual agreement. Advances remain reported as debt. ## Business sale, acquisitions and restructuring - **Scaffolding business sale.** The second-quarter 2026 release reports a $49 million gain on the sale of part of the scaffolding business (accession 0001067701-26-000028). The third-quarter 2026 release reports a nine-month pre-tax gain of $53 million, $39 million after tax or $0.63 per diluted share (accession 0001067701-26-000036). No separate Form 8-K announced the sale. - **Acquisitions.** No Form 8-K in the period announces a signed or closed acquisition. The Form 10-Q for the quarter ended September 30, 2026 (accession 0001067701-26-000034) reports $527 million of cash paid for purchases of other companies in the nine months ended September 30, 2026 (compared with $22 million in the prior-year period). The same cash outflow appears in the cash flow statements of the 2026 earnings releases, by quarter: $396 million in the first quarter (accession 0001067701-26-000018), $4 million in the second quarter (0001067701-26-000028) and $127 million in the third quarter (0001067701-26-000036). None of these filings, nor the Form 10-Q, names the businesses acquired. - **Restructuring.** A restructuring program initiated in the fourth quarter of 2025 (branch consolidations and other cost reductions) produced restructuring charges of $15 million in the third quarter and $66 million in the first nine months of 2026. The 10-Q says total costs under the program are not expected to exceed $75 million. - **H&E Rentals.** The merger agreement to acquire H&E Equipment Services was announced in January 2025 and terminated in February 2025; the company received a $64 million break-up fee. This affects 2025 comparatives (a $52 million benefit to first-quarter 2025 adjusted EBITDA). Source: the first-quarter 2026 release (accession 0001067701-26-000018) and the Form 10-Q (accession 0001067701-26-000034). ## Governance - **2026-02-04, accession 0001193125-26-036751.** Alexander Taussig, a Board Partner at Lightspeed Venture Partners, was appointed to the Board effective immediately, expanding it to 11 members, nine of them independent. - **2026-05-08 annual meeting, accession 0001193125-26-214719.** Stockholders elected all eleven directors, ratified Ernst & Young LLP for fiscal 2026, approved executive compensation on an advisory basis, and rejected a stockholder proposal on directors who fail to obtain a majority vote (7,697,013 for; 44,238,324 against). ## Routine filings Form 8-Ks dated 2026-02-10 (accession 0001193125-26-044873) and 2026-09-08 (accession 0001193125-26-385238) announced management presentations at the Citi Global Industrial Tech and Mobility Conference (February 17, 2026) and the Morgan Stanley Laguna Conference (September 15, 2026). They carry no financial information.