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Item 9A. Controls and Procedures

2024-01-24 compared with 2023-01-25 · 102 added, 80 removed, 351 unchanged (34% of the section changed)

9 unchanged sentences

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

12 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and schedule of the Company and our report dated January 25, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated January 24, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

20 unchanged sentences

Other Information

Not applicable.

Insider Trading Arrangements

Certain of our officers or directors have made, and may from time to time make, elections to have shares withheld or sold back to Holdings to cover withholding taxes, which may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

34 unchanged sentences

Number Description of Exhibit

2 (a) Agreement and Plan of Merger, dated as of June 30, 2018, by and among United Rentals, Inc., UR Merger Sub IV Corporation and BakerCorp International Holdings, Inc.

(incorporated by reference to Exhibit 2.1 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K filed on July 2, 2018)

2 (b) Agreement and Plan of Merger, dated April 15, 2021, by and among General Finance Corporation, United Rentals (North America), Inc., and UR Merger Sub VI Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by United Rentals, Inc.

2 (a) Agreement and Plan of Merger, dated April 15, 2021, by and among General Finance Corporation, United Rentals (North America), Inc., and UR Merger Sub VI Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by United Rentals, Inc.

on April 15, 2021)

2 (c) Asset Purchase Agreement, dated as of November 11, 2022, by and among United Rentals (North America), Inc., Ahern Rentals, Inc., and Xtreme Re-Rental, LLC (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc.

2 (b) Asset Purchase Agreement, dated as of November 11, 2022, by and among United Rentals (North America), Inc., Ahern Rentals, Inc., and Xtreme Re-Rental, LLC (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K filed on November 14, 2022)

3 (a) Fifth Amended and Restated Certificate of Incorporation of United Rentals, Inc., dated May 7, 2020 (incorporated by reference to Exhibit 3.2 of the United Rentals, Inc.

3 (a) Sixth Restated Certificate of Incorporation of United Rentals, Inc., dated May 4, 2023 (incorporated by reference to Exhibit 3.2 of the United Rentals, Inc.

and United Rentals (North America), Inc.

59 unchanged sentences

10 (f)* United Rentals, Inc.

2019 Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended March 31, 2019)‡

2019 Annual Incentive Compensation Plan as amended October 18, 2023‡

10 (g) United Rentals, Inc.

15 unchanged sentences

10 (l) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants beginning in May 2017, as amended‡

Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants beginning in May 2017, as amended (incorporated by reference to Exhibit 10(l) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022)‡

10 (m) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants of awards beginning in May 2019, as amended‡

Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants of awards beginning in May 2019, as amended (incorporated by reference to Exhibit 10(m) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022)‡

10 (n) Form of United Rentals, Inc.

Performance-Based Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2015, as amended‡

effective for grants beginning in 2015, as amended (incorporated by reference to Exhibit 10(n) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022)‡

10 (o) Form of United Rentals, Inc.

Performance-Based Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2020, as amended‡

effective for grants beginning in 2020, as amended (incorporated by reference to Exhibit 10(o) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022)‡

10 (p) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2015 as amended‡

effective for grants beginning in 2015 as amended (incorporated by reference to Exhibit 10(p) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022) ‡

10 (q) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in May 2019, as amended‡

10 (r)* Form of Restricted Stock Unit Agreement for Michael Kneeland, dated March 11, 2019, as amended‡

10 (s)* Form of Restricted Stock Unit Agreement (Performance Based) for Michael Kneeland, dated March 11, 2019, as amended‡

Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in May 2019, as amended (incorporated by reference to Exhibit 10(q) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022)‡

10 (r) Form of Restricted Stock Unit Agreement for Michael Kneeland, dated March 11, 2019, as amended (incorporated by reference to Exhibit 10(r) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022)‡

Number Description of Exhibit

10 (s) Form of Restricted Stock Unit Agreement (Performance Based) for Michael Kneeland, dated March 11, 2019, as amended (incorporated by reference to Exhibit 10(s) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022)‡

10 (t) Board of Directors compensatory plans, as described under the caption "Director Compensation" in the United Rentals, Inc.

1 unchanged sentence

10 (u) Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management;

effective for grants beginning in 2021 , as am ended ‡

Number Description of Exhibit

effective for grants beginning in 2021, as amended‡ (incorporated by reference to Exhibit 10(u) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022) ‡

10 (v) Form of Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2021, as amended‡

effective for grants beginning in 2021, as amended‡ (incorporated by reference to Exhibit 10(v) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022) ‡

10 (w) Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management;

effective for grants beginning in 2023

effective for grants beginning in 2023 (incorporated by reference to Exhibit 10(w) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022)‡

10 (x) Form of Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2023 (incorporated by reference to Exhibit 10(x) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2022)‡

10 (y)* Form of Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2024‡

10 (y) Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc.

10 (z)* Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management;

effective for grants beginning in 2024‡

10 (aa) Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc.

and Michael J.

2 unchanged sentences

001-14387, filed on August 25, 2008)‡

10 (z) First (renumbered Second) Amendment, dated January 15, 2009, to the Employment Agreement between United Rentals, Inc.

10 (bb) First (renumbered Second) Amendment, dated January 15, 2009, to the Employment Agreement between United Rentals, Inc.

and Michael J.

2 unchanged sentences

001-14387, filed on January 15, 2009)‡

10 (aa) Third Amendment, dated March 13, 2009, to the Employment Agreement between United Rentals, Inc.

10 (cc) Third Amendment, dated March 13, 2009, to the Employment Agreement between United Rentals, Inc.

and Michael J.

1 unchanged sentence

Report on Form 8-K filed on March 17, 2009)‡

10 (bb) Fourth Amendment, effective as of August 22, 2008, to the Employment Agreement between United Rentals, Inc.

10 (dd) Fourth Amendment, effective as of August 22, 2008, to the Employment Agreement between United Rentals, Inc.

and Michael J.

1 unchanged sentence

Annual Report on Form 10-K for the year ended December 31, 2010)‡

10 (cc) Fifth Amendment, effective October 22, 2012, to the Employment Agreement between United Rentals, Inc.

10 (ee) Fifth Amendment, effective October 22, 2012, to the Employment Agreement between United Rentals, Inc.

and Michael J.

1 unchanged sentence

Report on Form 10-K for year ended December 31, 2012)‡

10 (dd) Restricted Stock Unit Agreement, dated as of March 11, 2019, by and between United Rentals, Inc.

and Michael J.

Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

and United Rentals (North America) Inc.

Current Report on Form 8-K, filed on March 15, 2019)‡

10 (ee) Restricted Stock Unit Agreement (Performance Based), dated as of March 11, 2019, by and between United Rentals, Inc.

and Michael J.

Kneeland (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K, filed on March 15, 2019)‡

10 (ff) Employment Agreement, dated as of May 8, 2019, between United Rentals, Inc.

1 unchanged sentence

Report on Form 10-Q for the quarter ended June 30, 2019)‡

10 (gg) Amended Employment Agreement, dated April 28, 2008, between United Rentals, Inc.

10 (gg)* First Amendment to the Employment Agreement between United Rentals, Inc.

and Matthew Flannery effective November 9, 2023‡

10 (hh) Amended Employment Agreement, dated April 28, 2008, between United Rentals, Inc.

and Dale Asplund (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended March 31, 2011)‡

10 (hh) Second Amendment, effective as of April 3, 2013, to the Employment Agreement between United Rentals, Inc.

10 (ii) Second Amendment, effective as of April 3, 2013, to the Employment Agreement between United Rentals, Inc.

and Dale Asplund (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended March 31, 2013)‡

10 (ii) Employment Agreement, effective as of October 12, 2018, between the Company and Jessica T.

Graziano (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on October 12, 2018)‡

Number Description of Exhibit

10 (jj) Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc.

7 unchanged sentences

Report on Form 10-Q for the quarter ended September 30, 2018)

Number Description of Exhibit

10 (mm) Employment Agreement, effective as of July 29, 2022, between United Rentals, Inc.

1 unchanged sentence

on July 22, 2022)

10 (nn)* Restricted Stock Unit Agreement by and between United Rentals, Inc.

and Jeffrey Fenton, dated March 3, 2022, as amended‡

10 (oo) Consulting Agreement by and between United Rentals, Inc.

and Devonshire Advisors, LLC, dated March 30, 2022, and affirmation of Jeffrey Fenton (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended March 31, 2022)

10 (pp) Form of Indemnification Agreement for Executive Officers and Directors (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc.

10 (nn) Employment Agreement, effective as of May 12, 2023, between United Rentals, Inc.

and Joli Gross (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended June 30, 2023)‡

10 (oo) Employment Agreement, effective as of May 12, 2023, between United Rentals, Inc.

and Tony Leopold (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended June 30, 2023)‡

10 (pp) Employment Agreement, effective as of September 29, 2023, between United Rentals, Inc.

and Michael Durand (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

and United Rentals (North America).

Current Report on Form 8-K filed on August 28, 2023)‡

10 (qq) Form of Indemnification Agreement for Executive Officers and Directors (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended September 30, 2014)‡

10 (qq) Fourth Amended and Restated Credit Agreement, dated as of June 30, 2022, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

10 (rr) Fourth Amended and Restated Credit Agreement, dated as of June 30, 2022, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals International B.V., United Rentals S.A.S., United Rentals Australia Pty Ltd, United Rentals New Zealand, Bank of America N.A., and the other financial institutions named therein (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on June 30, 2022)

10 (rr) Fourth Amended and Restated U.S.

10 (ss) Fourth Amended and Restated U.S.

Security Agreement, dated as of June 30, 2022, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

3 unchanged sentences

Current Report on Form 8-K filed on June 30, 2022)

10 (ss) Third Amended and Restated U.S.

10 (tt) Third Amended and Restated U.S.

Guarantee Agreement, dated as of February 15, 2019, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

3 unchanged sentences

Current Report on Form 8-K filed on February 15, 2019)

10 (tt) Fourth Amended and Restated Canadian Security Agreement, dated as of June 30, 2022, among United Rentals of Canada, Inc.

10 (uu) Fourth Amended and Restated Canadian Security Agreement, dated as of June 30, 2022, among United Rentals of Canada, Inc.

and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on June 30, 2022)

10 (uu) Third Amended and Restated Canadian Guarantee Agreement, dated as of February 15, 2019, by United Rentals of Canada, Inc.

10 (vv) Third Amended and Restated Canadian Guarantee Agreement, dated as of February 15, 2019, by United Rentals of Canada, Inc.

in favor of Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on February 15, 2019)

10 (vv) Second Amended and Restated Security Agreement, dated as of November 4, 2019 and effective as of November 20, 2019, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

10 (ww) Second Amended and Restated Security Agreement, dated as of November 4, 2019 and effective as of November 20, 2019, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

and United Rentals (North America), Inc.

1 unchanged sentence

Report on Form 8-K filed on November 4, 2019)

10 (ww) Notes Security Agreement, dated as of November 30, 2022, by and among United Rentals, Inc., United Rentals (North America), Inc.

Number Description of Exhibit

10 (xx) Notes Security Agreement, dated as of November 30, 2022, by and among United Rentals, Inc., United Rentals (North America), Inc.

and certain of their Subsidiaries, as the Grantors, and Truist Bank, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

Report on Form 8-K filed on November 30, 2022)

10 (xx) Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012, by and among The Bank of Nova Scotia, PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, United Rentals Receivables LLC II and United Rentals, Inc.

10 (yy) Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012, by and among The Bank of Nova Scotia, PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, United Rentals Receivables LLC II and United Rentals, Inc.

(without annexes) (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc.

Report on Form 8-K filed on September 25, 2012)

Number Description of Exhibit

10 (yy) Assignment and Acceptance Agreement and Amendment No.

10 (zz) Assignment and Acceptance Agreement and Amendment No.

1 to Third Amended and Restated Receivables Purchase Agreement, dated as of February 1, 2013, among United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Bank of America, N.A.

1 unchanged sentence

Report on Form 8-K filed on February 4, 2013)

10 (zz) Amendment No.

10 (aaa) Amendment No.

2 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No.

2 unchanged sentences

Report on Form 8-K filed on September 23, 2013)

10 (aaa) Amendment No.

10 (bbb) Amendment No.

3 to the Third Amended and Restated Receivables Purchase Agreement, dated as of September 18, 2014, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

Report on Form 8-K filed on September 19, 2014)

10 (bbb) Assignment and Acceptance Agreement and Amendment No.

10 (ccc) Assignment and Acceptance Agreement and Amendment No.

4 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No.

1 unchanged sentence

Form 8-K filed on September 2, 2015)

10 (ccc) Assignment and Acceptance Agreement and Amendment No.

10 (ddd) Assignment and Acceptance Agreement and Amendment No.

5 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No.

1 unchanged sentence

Form 8-K filed on August 30, 2016)

10 (ddd) Assignment and Acceptance Agreement and Amendment No.

10 (eee) Assignment and Acceptance Agreement and Amendment No.

6 to Third Amended and Restated Receivables Purchase Agreement and Amendment No.

1 unchanged sentence

Report on Form 8-K filed on August 29, 2017)

10 (eee) Amendment No.

7 to Third Amended and Restated Receivables Purchase Agreement dated as of December 1, 2017, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Fairway Finance Company, LLC, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Bank of Montreal and The Toronto-Dominion Bank (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

Report on Form 8-K filed on December 1, 2017)

Number Description of Exhibit

10 (fff) Amendment No.

Report on Form 8-K filed on December 1, 2017)

10 (ggg) Amendment No.

8 to Third Amended and Restated Receivables Purchase Agreement and Amendment No.

3 unchanged sentences

Current Report on Form 8-K filed on June 29, 2018)

10 (ggg) Amendment No.

10 (hhh) Amendment No.

9 to Third Amended and Restated Receivables Purchase Agreement, dated as of December 31, 2018, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Fairway Finance Company, LLC, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, MUFG Bank, Ltd., Bank of Montreal and The Toronto-Dominion Bank.

2 unchanged sentences

Current Report on Form 8-K filed on December 31, 2018)

10 (hhh) Assignment and Acceptance Agreement and Amendment No.

10 (iii) Assignment and Acceptance Agreement and Amendment No.

10 to Third Amended and Restated Receivables Purchase Agreement and Amendment No.

3 unchanged sentences

Current Report on Form 8-K filed on June 28, 2019)

10 (iii) Amendment No.

10 (jjj) Amendment No.

11 to Third Amended and Restated Receivables Purchase Agreement, dated as of April 27, 2020, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, Truist Bank (successor by merger to SunTrust Bank), MUFG Bank, Ltd.

1 unchanged sentence

Report on Form 10-Q for the quarter ended March 31, 2020)

10 (jjj) Amendment No.

10 (kkk) Amendment No.

12 to Third Amended and Restated Receivables Purchase Agreement and Amendment No.

2 unchanged sentences

Current Report on Form 8-K filed on June 26, 2020)

10 (kkk) Amendment No.

10 (lll) Amendment No.

13 to Third Amended and Restated Receivables Purchase Agreement, dated as of June 25, 2021, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, Truist Bank, National Association, MUFG Bank, Ltd., and The Toronto-Dominion Bank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by United Rentals, Inc.

on June 25, 2021)

10 (lll) Amendment No.

10 (mmm) Amendment No.

14 to Third Amended and Restated Receivables Purchase Agreement and Amendment No.

2 unchanged sentences

Current Report on Form 8-K filed on June 24, 2022)

10 (mmm) Third Amended and Restated Purchase and Contribution Agreement, dated as of September 24, 2012, by and among United Rentals Receivables LLC II, United Rentals, Inc.

Number Description of Exhibit

10 (nnn) Amendment No.

15 to Third Amended and Restated Receivables Purchase Agreement, dated as of June 16, 2023, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, GTA Funding LLC, The Bank of Nova Scotia, PNC Bank, National Association, Truist Bank, National Association, MUFG Bank, Ltd., and The Toronto-Dominion Bank (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K filed on June 16, 2023)

10 (ooo) Third Amended and Restated Purchase and Contribution Agreement, dated as of September 24, 2012, by and among United Rentals Receivables LLC II, United Rentals, Inc.

and United Rentals (North America), Inc.

(without annexes) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

Report on Form 8-K filed on September 25, 2012)

Number Description of Exhibit

10 (nnn) Amended and Restated Performance Undertaking, dated as of September 24, 2012, executed by United Rentals, Inc.

10 (ppp) Amended and Restated Performance Undertaking, dated as of September 24, 2012, executed by United Rentals, Inc.

in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc.

Report on Form 8-K filed on September 25, 2012)

10 (ooo) Credit and Guaranty Agreement, dated as of October 31, 2018, among the financial institutions from time to time parties thereto, Bank of America, N.A., as agent, United Rentals, Inc., United Rentals (North America), Inc., and certain subsidiaries of United Rentals, Inc.

10 (qqq) Credit and Guaranty Agreement, dated as of October 31, 2018, among the financial institutions from time to time parties thereto, Bank of America, N.A., as agent, United Rentals, Inc., United Rentals (North America), Inc., and certain subsidiaries of United Rentals, Inc.

referred to therein (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

Report on Form 8-K filed on October 31, 2018)

10 (ppp) Term Loan Security Agreement, dated as of October 31, 2018, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

10 (rrr)* Amendment No.

1 to Credit and Guaranty Agreement, dated as of November 20, 2018, among the financial institutions from time to time parties thereto, Bank of America, N.A., as agent, United Rentals, Inc., United Rentals (North America), Inc., and certain subsidiaries of United Rentals, Inc.

referred to therein

10 (sss) Amendment No.

2 to Credit and Guaranty Agreement, dated as of April 10, 2023, among the financial institutions from time to time parties thereto, Bank of America, N.A., as agent, United Rentals, Inc., United Rentals (North America), Inc., and certain subsidiaries of United Rentals, Inc.

referred to therein (incorporated by reference to Exhibit 10(a) to the United Rentals, Inc.

and United Rentals (North America), Inc.

Form 10-Q for the quarter ended June 30, 2023)

10 (ttt) Term Loan Security Agreement, dated as of October 31, 2018, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

referred to therein, and Bank of America, N.A.

1 unchanged sentence

Report on Form 8-K filed on October 31, 2018)

10 (qqq) Form of Tender and Support Agreement, dated April 15, 2021, by and among United Rentals (North America), Inc., UR Merger Sub VI Corporation and certain stockholders of General Finance Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by United Rentals, Inc.

10 (uuu) Form of Tender and Support Agreement, dated April 15, 2021, by and among United Rentals (North America), Inc., UR Merger Sub VI Corporation and certain stockholders of General Finance Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by United Rentals, Inc.

on April 16, 2021)

6 unchanged sentences

32 (b)** Section 1350 Certification by Chief Financial Officer

97 * United Rentals, Inc.

Financial Restatement Clawback Policy adopted October 18, 2023

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

3 unchanged sentences

101.LAB XBRL Taxonomy Extension Label Linkbase Document

Number Description of Exhibit

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

39 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures