United Rentals, Inc. (URI) FY2025 10-K and Q3 FY2026 10-Q Summary

Business

Source: FY2025 Form 10-K, accession 0001067701-26-000007 (Item 1); scale figures updated from the Q3 2026 earnings release, accession 0001067701-26-000036.

United Rentals is the largest equipment rental company in the world. It rents construction, aerial, industrial and specialty equipment by the hour, day, week or month. Its customers are construction and industrial companies, manufacturers, utilities, municipalities, government entities and homeowners. Renting is the business: equipment rentals were 86 percent of 2025 total revenue of $16.099 billion, and 87 percent of revenue in the first nine months of 2026. The rest comes from selling used fleet (about 10 percent of revenue in each of 2023–2025), new equipment, contractor supplies, and repair and maintenance services. The company operates mainly in the United States and Canada, with a smaller presence in Europe, Australia and New Zealand.

At the 2025 year-end the company had 1,768 rental locations, a fleet with an original equipment cost (OEC) of $22.48 billion across about 1,095,000 units (average age 49.5 months), and about 28,500 employees. By September 30, 2026 the network had grown to 1,795 locations (1,686 in North America, 44 in Europe, 47 in Australia and 18 in New Zealand), fleet OEC to $24.77 billion and headcount to about 28,600. In North America it operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest U.S. metropolitan areas.

The company reports two segments:

• General rentals. Rents general construction and industrial equipment (backhoes, skid-steers, forklifts, earthmoving and material-handling equipment), aerial work platforms (boom and scissor lifts), and general tools and light equipment. Four geographic divisions (Central, Northeast, Southeast and West) are aggregated into this segment, which operates in the U.S. and Canada. It produced $11.001 billion of 2025 revenue and 65 percent of revenue in the first nine months of 2026.
• Specialty. Rents trench safety equipment, power and HVAC equipment, fluid solutions (containment, transfer and treatment), mobile storage and modular offices, and surface protection mats, and provides setup and other services on that equipment. Customers include infrastructure contractors, municipalities and industrial companies. Specialty revenue was $5.098 billion in 2025, or 31.7 percent of total revenue, against 7.3 percent in 2013. Surface protection mats came with the March 2024 acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC ("Yak"), and grew from 2 percent of equipment rental revenue in 2024 to 4 percent in 2025.

By fleet type, 2025 equipment rental revenue split as follows: general construction and industrial 39 percent, aerial work platforms 22 percent, power and HVAC 11 percent, general tools 9 percent, fluid solutions 7 percent, trench safety 5 percent, surface protection mats 4 percent, and mobile storage 3 percent. By end market, industrial and other non-construction work was about 48 percent of 2025 rental revenue, commercial construction about 48 percent, and residential about 4 percent.

Rental revenue includes ancillary fees for delivery and pick-up, damage waivers, fuel and environmental charges. These were about 18 percent of equipment rental revenue in 2025; delivery and pick-up alone was about 8 percent. The customer base is broad. The largest customer was about 1 percent of 2025 revenue and the top ten about 5 percent. Key accounts, each managed through a single point of contact, produced 69 percent of 2025 equipment rental revenue, and national accounts 46 percent. Supply is more concentrated: the largest supplier took 11 percent of 2025 capital expenditures and the top ten 52 percent.

The company estimates its North American market share at about 15 percent, based on American Rental Association industry data. The industry is highly fragmented, and competitors range from one- or two-branch independents to national chains and equipment dealers that also rent. Demand is seasonal and lower in winter. The company describes its strategy as follows:

• serving customers through a single point of contact, supported by its proprietary Total Control® platform;
• steering customer mix towards large construction and industrial accounts;
• running "Lean" and kaizen programs on fleet preparation, delivery and maintenance;
• cross-selling specialty products and services as a "one-stop shop";
• growing through acquisitions, as with the December 2022 purchase of Ahern Rentals' assets and Yak in 2024.

Risk factors

Source: FY2025 Form 10-K, accession 0001067701-26-000007 (Item 1A). The Q3 2026 Form 10-Q (accession 0001067701-26-000034, Part II Item 1A) incorporates these risk factors by reference and adds none.

The risks most specific to United Rentals' economics are:

• Cyclical, concentrated end markets. Demand is tied mainly to North American private non-residential construction and industrial activity. In past downturns, weakness in these markets has cut both rental volumes and the rates the company achieves. Because many costs are fixed, falling revenue compresses margins. The filing also lists infrastructure spending, credit availability, interest rates, tariffs, government shutdowns and geopolitical conflict as factors that can reduce demand.
• Industry overcapacity and price competition. The industry is fragmented, and excess fleet or competitive pressure has in the past depressed rental rates and volumes. Competitive pressure could also cost the company market share.
• Oil, gas and fuel. Part of demand depends on oil and gas exploration and production spending, which moves with volatile commodity prices. Fuel costs and supply also affect the company directly, because it moves fleet between branches.
• Leverage and refinancing. Total debt was $14.2 billion at December 31, 2025 and $14.7 billion at September 30, 2026. About $4.1 billion bore variable rates at the 2025 year-end (29 percent of the total), and $4.5 billion at September 30, 2026. The ABL facility, term loan and senior note indentures restrict liens, debt, acquisitions, asset sales, dividends and share repurchases. A change of control is an event of default under the ABL and term loan facilities.
• Dependence on asset-based liquidity. Day-to-day liquidity comes from the ABL facility, secured mainly by rental equipment, and the accounts receivable securitization facility. Both are limited by periodic borrowing-base valuations of their collateral, so available credit can shrink when collateral values fall. The ABL facility's fixed charge coverage covenant applies only if availability falls below 10 percent of the facility for five consecutive business days.
• Residual value of used fleet. Gains on disposal depend on used-equipment prices, which are driven by new-equipment prices, supply on the market, the age and condition of the fleet, and the economy. Selling below projected prices or in smaller quantities directly reduces results. In 2025 the used-equipment gross margin fell 180 basis points as the used market normalized.
• Fleet cost inflation and supplier dependence. Supplier material costs, including tariffs on raw materials, have raised the cost of new fleet, and an aging fleet costs more to maintain. Purchasing is centralized among a small group of key suppliers, which exposes the company to their solvency and to the terms they are willing to offer.
• Acquisition and goodwill risk. Much of the company's historical growth has come from acquisitions, which carry integration, undisclosed-liability and synergy risks. Goodwill was $7.1 billion at the 2025 year-end. In the October 1, 2025 impairment test, every reporting unit's fair value exceeded its carrying amount by at least 32 percent, down from at least 60 percent a year earlier.
• Specialty segment risks. The specialty business provides advisory, design and engineering-type services: civil-project consultation, scaffold design and erection, and electrical pump system design. These bring liability, spill, hazardous-material and system-failure risks that the company may have little history in assessing.
• Technology, cyber and AI. The company relies on its own and its vendors' IT systems for fleet sharing, online ordering and Total Control. It has experienced breaches and malware attacks, though none material to date. It uses AI in products and operations, which brings regulatory, privacy and reputational risks.
• Claims and insurance. Equipment-use, vehicle and employment claims are subject to large deductibles and self-insured retentions. Punitive damages and environmental first-party losses may not be covered. Loss reserves are reviewed twice a year and may need to rise.
• Regulation and labor. The company has 1,494 U.S. branches across 49 states and Puerto Rico and acts as a government contractor, so it faces many overlapping environmental, safety, privacy and employment rules. About 1,800 employees are union-represented, and union contracts bring multiemployer pension withdrawal liabilities.
• Holding-company structure and capital returns. United Rentals, Inc. relies on distributions from United Rentals (North America), Inc., which debt covenants can limit. Share repurchases and dividends are discretionary and constrained by those covenants. The company notes that repurchases could reduce the cash available for growth or acquisitions.

Management's discussion and analysis: fiscal 2025

Source: FY2025 Form 10-K, accession 0001067701-26-000007 (Item 7).

In 2025, revenue grew but margins fell, mainly in specialty. Total revenue rose 4.9 percent to $16.099 billion. Equipment rentals rose 6.0 percent to $13.806 billion, driven by a 3.9 percent increase in average OEC and a 2.2 percent increase in fleet productivity (rates, time utilization and mix combined), which included the effect of the Yak acquisition. On a pro forma basis that includes Yak's pre-acquisition results, fleet productivity rose 2.0 percent. General rentals equipment rentals rose 2.5 percent and specialty rentals rose 13.6 percent (12.2 percent pro forma for Yak). Sales of new equipment rose 23.4 percent to $348 million as supply chains normalized. Sales of rental equipment, at $1.413 billion, were little changed.

Equipment rentals gross margin fell 190 basis points to 38.0 percent:

• Specialty: down 450 basis points to 43.6 percent, from higher depreciation (including Yak and growth at acquired Yak locations), inflation and delivery-cost variability (partly from repositioning fleet to meet strong demand), and a larger share of lower-margin ancillary revenue.
• General rentals: down 90 basis points to 35.2 percent, on inflation and cost variability in delivery and labor.

Gross margin on used equipment sales fell 180 basis points to 44.9 percent as used-equipment pricing normalized.

Net income fell 3.1 percent to $2.494 billion, and diluted EPS was $38.61 against $38.69 in 2024. The net income margin fell 130 basis points to 15.5 percent. Adjusted EBITDA, a non-GAAP measure, rose 2.3 percent to $7.328 billion, while its margin fell 120 basis points to 45.5 percent. Both figures include a one-time benefit from the terminated agreement to acquire H&E Equipment Services, Inc. (H&E Rentals). The merger agreement was signed in January 2025 and terminated in February 2025, and United Rentals received a $64 million break-up fee. Net of $12 million of professional fees and $13 million of bridge financing fees, the benefit was $39 million pre-tax. It added $29 million after tax ($0.45 per diluted share) to net income and $52 million to adjusted EBITDA. Interest expense, net rose 3.6 percent to $716 million: lower variable rates (5.4 percent against 6.3 percent) were offset by higher average debt. The effective tax rate rose to 25.3 percent from 24.0 percent.

Financing moves in 2025 lengthened maturities and added liquidity:

• the ABL facility was enlarged from $4.25 billion to $4.50 billion and extended to July 2030;
• the spread on the SOFR-based term loan was reduced;
• in December 2025, $1.5 billion of 5 3/8 percent senior notes due 2033 was issued, with the proceeds used to redeem all $500 million of the 5 1/2 percent notes due 2027 and to pay down ABL borrowings.

Available liquidity at year-end was $3.322 billion. Operating cash flow was $5.190 billion and free cash flow (non-GAAP) was $2.181 billion, up 6.0 percent. The company spent $357 million on acquisitions in 2025, against $1.655 billion in 2024, the year of the Yak purchase.

Capital returns were large relative to free cash flow. Share repurchases totaled $1.90 billion in 2025. Of this, $1.65 billion was under a $1.5 billion program authorized in April 2025, which was raised to $2.0 billion after the July 2025 federal tax legislation. Dividends paid were $464 million ($7.16 per share). On January 28, 2026 the Board authorized a new $5.0 billion repurchase program with no expiration date and declared a quarterly dividend of $1.97 per share, a 10 percent increase according to the January 28, 2026 earnings release (accession 0001067701-26-000009). In the fourth quarter of 2025 the company started the "2026 Cost Savings Restructuring Program" to consolidate common functions and cut other costs. At that time it expected $30 million to $60 million of costs, mainly severance and branch closures.

The company names rental equipment depreciation as a key accounting judgment. It estimates that changing the useful lives of the whole fleet by one year would decrease or increase annual depreciation by about $311 million or $410 million. A one-point change in salvage values (weighted average 12 percent of cost) would change annual depreciation by about $30 million.

Current quarter: third quarter of 2026

Sources: Form 10-Q for the quarter ended September 30, 2026, accession 0001067701-26-000034 (Items 1–3 and Part II Item 2); Q3 2026 earnings release, Exhibit 99.1 to Form 8-K accession 0001067701-26-000036; 2026 outlook history from the earnings releases of January 28, 2026 (accession 0001067701-26-000009), April 22, 2026 (0001067701-26-000018) and July 22, 2026 (0001067701-26-000028).

Growth has accelerated through 2026, led by specialty. Third-quarter total revenue rose 15.7 percent to a record $4.893 billion. Equipment rentals rose 17.8 percent to $4.316 billion. The company breaks that growth into four parts:

• a 7.9 percent increase in average fleet OEC;
• a 6.5 percent increase in fleet productivity, which management attributes to strong demand;
• a 4.9 percent contribution from ancillary and re-rent revenue;
• less 1.5 percent of assumed inflation.

Specialty equipment rentals rose 34.7 percent to $1.704 billion and general rentals rose 8.8 percent to $2.612 billion. The quarter continued a steady acceleration:

Ancillary and re-rent revenue is growing fastest. Re-rent revenue, from equipment rented from other suppliers and rented on, rose to $129 million from $73 million. Total ancillary and other rental revenue rose to $871 million from $655 million, and delivery and pick-up revenue was $376 million against $313 million. These lines carry lower margins than owned-fleet rentals.

Margins recovered from 2025's decline. The equipment rentals gross margin rose 240 basis points to 42.0 percent. By segment:

• General rentals: up 170 basis points to 38.4 percent.
• Specialty: up 250 basis points to 47.6 percent.

Management attributes the gains in both segments to efficiencies in depreciation, labor and benefits, repairs and maintenance, and delivery, partly offset by the mix shift towards ancillary and re-rent revenue. Used equipment sales generated $348 million at a 44.8 percent GAAP gross margin, and the company recovered 51.4 percent of the original cost of the fleet it sold. SG&A expense fell to 10.4 percent of revenue from 10.5 percent. Interest expense, net was $184 million, little changed: lower variable rates (4.8 percent against 5.4 percent) were offset by higher average debt.

Third-quarter net income rose 31.2 percent to $920 million and diluted EPS rose to $14.77 from $10.91. The net income margin rose 220 basis points to 18.8 percent. Adjusted EPS (non-GAAP) was $15.55. Adjusted EBITDA rose 19.8 percent to $2.331 billion, with its margin up 160 basis points to 47.6 percent. The quarter included $15 million of restructuring charges.

Nine-month results include a business sale. For the nine months, revenue rose 11.7 percent to $13.288 billion. Net income rose 19.7 percent to $2.204 billion ($35.19 per diluted share), and adjusted EBITDA rose 13.2 percent to $6.146 billion (46.3 percent margin). The 2026 figures include a $53 million pre-tax gain, mainly from selling part of the scaffolding business. That gain added $39 million after tax ($0.63 per diluted share) and $53 million to adjusted EBITDA, and the sale brought in $92 million of proceeds. Of the gain, $49 million was recognized in the second quarter. The filings do not name the buyer. The 2025 comparison period includes the H&E termination benefit.

Restructuring charges under the 2026 Cost Savings program reached $65 million through September 30, 2026 ($66 million of total restructuring charges in the nine months). The company now expects total program costs not to exceed $75 million, up from the $30 million to $60 million range given in the 10-K. It expects to finish the program in 2026.

Cash flow and investment.

• Operating cash flow for the nine months rose 25.4 percent to $4.934 billion. Free cash flow (non-GAAP) rose 19.2 percent to $1.421 billion, despite gross rental equipment payments of $4.339 billion.
• Cash paid for income taxes fell to $228 million from $574 million because of the federal tax legislation enacted in July 2025. The company says that legislation did not materially change its effective tax rate, which was 25.3 percent in the quarter.
• Gross rental capital expenditures were $4.746 billion year to date. Rental equipment, net rose $2.294 billion (14.3 percent) from the 2025 year-end, and accounts payable rose $910 million, mainly on seasonal fleet purchases.
• The company paid $527 million for acquisitions ("purchases of other companies, net of cash acquired") in the nine months: $396 million in the first quarter, $4 million in the second and $127 million in the third. The 10-Q and the earnings releases do not name the businesses acquired or describe the deals. Goodwill rose to $7.261 billion from $7.119 billion over the period.

Balance sheet and capital returns.

• Total debt was $14.671 billion at September 30, 2026. This included $2.033 billion drawn on the $4.5 billion ABL facility, $1.473 billion under the receivables securitization facility, a $969 million term loan, and $9.826 billion of senior notes (carrying value).
• Cash was $153 million and total liquidity was $2.615 billion. Net leverage was 1.8 times trailing adjusted EBITDA, against 1.9 times at the 2025 year-end.
• In June 2026 the receivables securitization facility was extended to June 18, 2027.
• Credit ratings improved during the year. Standard & Poor's now rates the company BBB- with a stable outlook, up from BB+ as of January 26, 2026, and Moody's moved its Ba1 rating to a positive outlook from stable. The 10-Q does not say when these changes were made.
• Return on invested capital was 12.3 percent for the 12 months to September 30, 2026.
• The $2.0 billion repurchase program was completed in the first quarter with $350 million of purchases. Repurchases under the new $5.0 billion program began in March and reached $775 million by September 30, for $1.125 billion in total so far in 2026.
• In the third quarter the company bought back 350,828 shares under the program, at an average of $1,068.76 for all shares acquired in the quarter. $4.225 billion of the program remains. The company plans $1.5 billion of repurchases for full-year 2026. Dividends paid were $371 million ($5.91 per share).

Foreign subsidiaries produced $1.150 billion (9 percent) of nine-month revenue. During the quarter the company implemented a new accounting and general ledger system and adjusted its internal controls to match.

Guidance has been raised three times in 2026. The October 21, 2026 outlook raised every line except free cash flow:

At the midpoints, each raise to operating cash flow guidance has been matched by an equal raise to net rental capital expenditures, and the free cash flow range has not moved. The initial free cash flow guidance also excluded merger-related payments. Chief executive Matthew Flannery said the raised guidance is "supported by our customers' confidence, their backlogs, and the momentum we see across large projects."

Subsequent events

Source: Form 10-Q for the quarter ended September 30, 2026, accession 0001067701-26-000034 (cover page, notes 1–8, MD&A); Q3 2026 earnings release, accession 0001067701-26-000036.

The Q3 2026 Form 10-Q has no subsequent-events note, and neither it nor the October 21, 2026 earnings release reports any acquisition, divestiture, financing or litigation outcome after September 30, 2026. The post-period disclosures are:

• Dividend. On October 21, 2026 the Board declared a quarterly dividend of $1.97 per share, payable November 25, 2026 to stockholders of record on November 11, 2026.
• Raised 2026 outlook. Issued on October 21, 2026; see the table above.
• Credit ratings as of October 19, 2026. Moody's Ba1 with a positive outlook; Standard & Poor's BBB- with a stable outlook.
• Share count. 61,916,588 shares of common stock were outstanding as of October 19, 2026, against 61,990,795 at September 30, 2026.