What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-01-28 compared with 2025-01-29 · 176 added, 239 removed, 1144 unchanged (27% of the section changed)

27 unchanged sentences

As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level.

Auditing management’s annual goodwill impairment test for the Mobile Storage reporting unit was complex and judgmental due to the significant estimations required to determine the fair value of the reporting unit.

In particular, the determination of the fair value of the Mobile Storage reporting unit required management to make significant assumptions, including the discount rate and revenue growth rates, which are affected by expectations about future operational, rental industry market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process for the Mobile Storage reporting unit, including controls over management’s development and review of the significant assumptions described above and review of the reasonableness of the data utilized in the Company’s valuation analysis.

To test the fair value of the Company’s Mobile Storage reporting unit, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis.

We compared the significant assumptions used by management to current industry and economic trends, including key performance indicators, and evaluated whether changes in the company’s business would affect the significant assumptions.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the Mobile Storage reporting unit that would result from changes in the assumptions.

In performing our testing, we utilized internal valuation specialists to assist us in evaluating the Company’s valuation model and related significant assumptions.

In addition, we tested management’s reconciliation of the fair value of the reporting unit to the market capitalization of the Company.

Auditing the Company’s annual goodwill impairment assessment was complex and judgmental due to the estimation required to determine the fair value of reporting units.

In particular, the fair value estimates were sensitive to changes in the risk-adjusted discount rate for a certain reporting unit of the Company.

The determination of the discount rate involved significant judgment.

The discount rate incorporates assumptions related to market conditions and company-specific risks that are not directly observable.

The nature and extent of auditing the discount rate required a higher degree of audit effort and a higher level of knowledge, skill and ability of the audit team members, including the use of specialists, to evaluate the relevance and reliability of the audit evidence used in the determination of the discount rate.

To test the estimated fair value of the Company’s reporting unit, we performed audit procedures, with the assistance of internal valuation specialists, that included, among others, assessing methodologies and testing the significant assumption discussed above.

We performed a sensitivity analysis of the significant assumption to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumption.

We also evaluated the reasonableness of the selected guideline companies used in the determination of the discount rate.

/s/ Ernst & Young LLP

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Net income 2,424

Dividends declared (3) ( 408 )

Foreign currency translation adjustments 37

Fixed price diesel swaps ( 1 )

Stock compensation expense, net — 94

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Foreign currency translation adjustments ( 177 )

Fixed price diesel swaps ( 1 )

Stock compensation expense, net — 112

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(2) As of December 31, 2025, 2024 and 2023, the Accumulated Other Comprehensive Loss balance primarily reflects foreign currency translation adjustments.

(3) I n January 2023, our Board of Directors approved our first-ever quarterly dividend program (accordingly, there were no dividends declared during 2022).

We declared dividends of $ 6.52 and $ 5.92 per share during the years ended December 31, 2024 and December 31, 2023, respectively.

(3) In January 2023, our Board of Directors approved our first-ever quarterly dividend program.

We declared dividends of $ 7.16 , $ 6.52 and $ 5.92 per share during the years ended December 31, 2025, 2024 and 2023, respectively.

See accompanying notes.

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Restructuring charge

Loss on repurchase/redemption/amendment of debt 1 — 17

(Decrease) increase in deferred taxes ( 19 ) 35 537

Debt related activity (1) 15 1 —

Increase (decrease) in deferred taxes 405 ( 19 ) 35

Changes in operating assets and liabilities, net of amounts acquired:

Increase in accounts receivable ( 120 ) ( 20 ) ( 167 )

Decrease (increase) in inventory 15 19 ( 25 )

(Increase) decrease in inventory ( 38 ) 15 19

(Increase) decrease in prepaid expenses and other assets ( 135 ) ( 27 ) 281

(Decrease) increase in accounts payable ( 203 ) ( 45 ) 304

(Decrease) increase in accrued expenses and other liabilities ( 31 ) 85 238

Decrease in accounts payable ( 22 ) ( 203 ) ( 45 )

Increase (decrease) in accrued expenses and other liabilities 36 ( 31 ) 85

Net cash provided by operating activities

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( 10,529 ) ( 9,861 ) ( 8,574 )

Payments of financing costs

( 17 ) — ( 24 )

Payment of contingent consideration ( 23 ) — —

Payments of financing and other debt related costs (1) ( 38 ) ( 17 ) —

Dividends paid ( 464 ) ( 434 ) ( 406 )

Common stock repurchased, including tax withholdings for share based compensation ( 1,969 ) ( 1,571 ) ( 1,070 )

Net cash (used in) provided by financing activities ( 274 ) ( 1,474 ) 552

Net cash used in financing activities ( 1,841 ) ( 274 ) ( 1,474 )

Effect of foreign exchange rates

( 30 ) 3 ( 7 )

Net increase (decrease) in cash and cash equivalents 94 257 ( 38 )

Net increase in cash and cash equivalents 2 94 257

Cash and cash equivalents at beginning of year

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Cash paid for income taxes, net 602 994 493

(1) The amounts for the year ended December 31, 2025 include 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.

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In connection with our goodwill impairment test that was conducted as of October 1, 2025, we bypassed the optional qualitative assessment for each reporting unit and quantitatively compared the fair values of our reporting units with their carrying amounts.

Our goodwill impairment testing as of this date indicated that all of our reporting units, including our Matting Solutions reporting unit, which was created following the March 2024 acquisition of Yak that is discussed in note 4 to the consolidated financial statements and which includes the assets acquired in the Yak acquisition, and our Mobile Storage reporting unit, which is discussed below associated with the goodwill impairment test that was conducted as of October 1, 2023, had estimated fair values which exceeded their respective carrying amounts by at least 60 percent.

Our goodwill impairment testing as of this date indicated that all of our reporting units had estimated fair values which exceeded their respective carrying amounts by at least 32 percent.

In connection with our goodwill impairment test that was conducted as of October 1, 2024, we bypassed the optional qualitative assessment for each reporting unit and quantitatively compared the fair values of our reporting units with their carrying amounts.

Our goodwill impairment testing as of this date indicated that all of our reporting units, excluding our Mobile Storage reporting unit, had estimated fair values which exceeded their respective carrying amounts by at least 54 percent.

We completed the acquisition of General Finance in May 2021, and all of the assets in the Mobile Storage reporting unit were acquired in the General Finance acquisition.

The estimated fair value of our Mobile Storage reporting unit exceeded its carrying amount by eight percent.

As all of the assets in the Mobile Storage reporting unit were recorded at fair value as of the May 2021 acquisition date, we expected the percentage by which the fair value for this reporting unit exceeded the carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

Our goodwill impairment testing as of this date indicated that all of our reporting units had estimated fair values which exceeded their respective carrying amounts by at least 60 percent.

Other Intangible Assets

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The non-compete agreements are being amortized on a straight-line basis over initial periods of approximately five years .

The customer relationships are being amortized either using the sum of the years' digits method or on a straight-line basis over initial periods generally ranging from six to 15 years.

The customer relationships are being amortized using the sum of the years' digits method over initial periods generally ranging from six to 15 years.

The trade names and associated trademarks are being amortized using the sum of the years' digits method over initial periods of approximately three years .

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In 2021, we remitted the cumulative amount of identified cash in our foreign operations in excess of near-term working capital needs.

The taxes recorded associated with the remitted cash were immaterial.

We continue to expect that the remaining balance of our undistributed foreign earnings will be indefinitely reinvested.

In the fourth quarter of 2025, in connection with a restructuring of our international holdings, we identified $ 324 of distributable foreign earnings that we have determined should no longer be considered indefinitely reinvested.

We expect to remit the cash that is no longer considered indefinitely reinvested in 2026, and, in the fourth quarter of 2025, we recorded immaterial taxes associated with the planned repatriation.

We continue to expect that our undistributed foreign earnings, excluding the distributable foreign earnings described above, 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.

At December 31, 2025, unremitted earnings of foreign subsidiaries were $ 1.621 billion.

Determination of the amount of unrecognized deferred tax liability on these unremitted earnings is not practicable.

Use of Estimates

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We measure stock-based compensation at the grant date based on the fair value of the award and recognize stock-based compensation expense over the requisite service period.

Determining the fair value of stock option awards requires judgment, including estimating stock price volatility and expected option life.

Determining the fair value of stock option awards requires judgment,

including estimating stock price volatility and expected option life.

Restricted stock awards are valued based on the fair value of the stock on the grant date and the related compensation expense is recognized over the service period.

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New Accounting Pronouncements

Improvements to Income Tax Disclosures.

In December 2023, the FASB issued ASU 2023-09, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption.

These requirements are not expected to have an impact on our financial statements, but will impact our income tax disclosures.

Disaggregation of Income Statement Expenses.

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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.

We are currently assessing the impact this standard will have on our financial statements.

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.

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, with early adoption permitted, and should be applied prospectively.

We are currently assessing the impact this guidance will have on our financial statements.

Accounting Guidance Adopted in 2025

Improvements to Reportable Segment Disclosures.

In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in the ASU require, among other things, disclosure of significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Annual disclosures are required for fiscal years beginning after December 15, 2023 and interim disclosures are required for periods within fiscal years beginning after December 15, 2024.

We have adopted this guidance, which did not have an impact on our financial statements, although it did result in expanded reportable segment disclosures, which are included in note 5 to our consolidated financial statements.

Improvements to Income Tax Disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and may be applied prospectively or retrospectively.

We have retrospectively adopted this guidance, which did not have an impact on our financial statements, although it did result in expanded income tax-related disclosures, which are included in note 13 to our consolidated financial statements.

Revenue Recognition

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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 less than one percent of total revenues in each of 2024, 2023, and 2022.

Our customer with the largest receivable balance represented approximately two percent and one percent of total receivables at December 31, 2024 and 2023, respectively.

Our largest customer accounted for one percent or less of total revenues in each of 2025, 2024 and 2023.

Our customer with the largest receivable balance represented approximately two percent of total receivables at December 31, 2025 and 2024.

We manage credit risk through credit approvals, credit limits and other monitoring procedures.

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We monitor and review our estimated standalone selling prices on a regular basis.

On March 15, 2024, we completed the acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”).

Yak was a leader in the North American matting industry with a fleet of approximately 600,000 hardwood, softwood, and composite mats that provide surface protection across both construction and maintenance, repair and operations (“MRO”) applications, and served customers primarily in the industrial sector across over 40 states.

The acquisition:

• Provided entry into the matting market via an industry leader with established scale across fleet, operations, and talent;

• Augmented exposure to the energy and power verticals, where significant investment is expected over the next several decades;

• Enhanced our one-stop-shop value proposition with immediate cross-selling opportunities to existing and new construction and MRO customers.

The acquisition date fair value of the purchase price to acquire Yak was $ 1.158 billion, comprised of cash and $ 41 of estimated contingent consideration ($ 50 is the maximum amount of contingent consideration) that could become payable to the seller based on revenue attainment in the first two years after closing.

The acquisition and related fees and expenses were funded through the issuance of $ 1.100 billion principal amount of 6 1 / 8 Senior Notes (see note 12 to the consolidated financial statements for further information) and drawings on our senior secured asset-based revolving credit facility (“ABL facility”).

The table below summarizes the fair values of the assets acquired and liabilities assumed.

The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period, although we do not expect material future changes.

Accounts receivable (1) $ 99

Rental equipment 127

Property and equipment 28

Intangible assets (customer relationships) (2) 150

Operating lease right-of-use assets 4

Other assets 18

Total identifiable assets acquired 434

Accounts payable, accrued expenses and other liabilities ( 100 )

Operating lease liabilities ( 4 )

Total liabilities assumed ( 104 )

Net identifiable assets acquired 330

Goodwill (3) 828

Net assets acquired $ 1,158

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(1) The estimated fair value of accounts receivables acquired was $ 99 , and the gross contractual amount was $ 102 .

We estimated that $ 3 would be uncollectible.

(2) The customer relationships are being amortized over a 6 year life.

(3) All of the goodwill was assigned to our specialty segment.

As noted above, we have not yet obtained all the information required to finalize the valuations of the assets acquired and liabilities assumed.

As such, goodwill could change from the amount noted above, although we do not expect material future changes.

Once finalized, we expect that the goodwill that results from the acquisition will be primarily reflective of Yak's going-concern value, the value of Yak's assembled workforce and new customer relationships expected to arise from the acquisition.

All of the goodwill is expected to be deductible for income tax purposes (because the acquired Yak entities were sold as disregarded entities, the acquisition was treated as an asset purchase for income tax purposes, which resulted in the goodwill that is deductible for income tax purposes equaling the total acquired goodwill).

The debt issuance costs associated with the issuance of debt to partially fund the acquisition are reflected, net of amortization subsequent to the acquisition date, in long-term debt in our consolidated balance sheets.

The total post-acquisition revenue attributable to the acquired Yak locations was $ 322 for the year ended December 31, 2024.

It is not practicable to reasonably estimate the amount of earnings of Yak since the acquisition date, primarily due to our corporate structure and the allocation of corporate costs.

Pro forma financial information

The pro forma information below gives effect to the Yak acquisition as if it had been completed on January 1, 2023.

The pro forma information is not necessarily indicative of our results had the acquisition been completed on the above date, nor is it necessarily indicative of our future results.

The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and also does not reflect additional revenue opportunities following the acquisition.

The pro forma information includes adjustments to record the acquired assets and liabilities of Yak at their respective fair values and to give effect to the financing for the acquisition.

The pro forma adjustments reflected in the table below are subject to change as additional analysis is performed.

The purchase price allocations for the assets acquired and liabilities assumed are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period, although we do not expect material future changes.

Increases or decreases in the estimated fair values of the net assets acquired may impact our statements of income in future periods.

The table below presents unaudited pro forma consolidated income statement information as if Yak had been included in our consolidated results for the entire periods reflected:

United Rentals historic revenues (1) $ 15,345 $ 14,332

Yak historic revenues (2) 97 353

Pro forma revenues (1) 15,442 14,685

United Rentals historic pretax income 3,388 3,211

Yak historic pretax income 10 54

Combined pretax income 3,398 3,265

Pro forma adjustments to combined pretax income:

Impact of fair value mark-ups/useful life changes on depreciation (3) 1 6

Intangible asset amortization (4) 1 ( 19 )

Interest expense (5) ( 14 ) ( 69 )

Elimination of historic interest (6) 11 66

Elimination of refinancing transactions (7) ( 40 ) ( 101 )

Transaction bonuses and other (8) 22 3

Pro forma pretax income $ 3,379 $ 3,151

________________

(1) United Rentals historic revenue for the year ended December 31, 2024 includes the post-acquisition revenue attributable to the acquired Yak locations of $ 322 that is discussed above.

Pro forma revenue for the year ended December 31, 2024 includes $ 419 of pre/post-acquisition revenue from the acquired Yak locations, comprised of $ 97 of historic Yak revenue and $ 322 of post-acquisition revenue attributable to the acquired Yak locations.

(2) Yak revenue reflects only the historical results of the entities being acquired, and includes an estimate of revenue from mat rentals to a commonly controlled entity that were eliminated in consolidation by Yak.

(3) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of the equipment acquired in the Yak acquisition.

There were no material changes to the useful lives and salvage values of the acquired equipment.

(4) Intangible asset amortization was adjusted to include amortization of the acquired intangible assets.

(5) As discussed above, the acquisition and related fees and expenses were funded through the issuance of senior notes and drawings on our ABL facility.

Interest expense was adjusted to reflect interest on the debt used to finance the acquisition.

(6) Historic interest on debt that is not part of the combined entity was eliminated.

(7) Reflects gains on the extinguishment of debt, net of refinancing transaction expenses.

(8) Primarily reflects bonuses paid in connection with the acquisition.

In addition to the Yak acquisition, during 2024 and 2023, we completed a series of acquisitions which were not significant individually or in the aggregate.

In 2022, we completed the acquisition of assets of Ahern Rentals, Inc.

(“Ahern Rentals”), which was accounted for as a business combination.

Disclosures addressing the Ahern Rentals acquisition were included in our Annual Report on Form 10-K for the year ended December 31, 2023.

See the consolidated statements of cash flows for the total cash outflow for purchases of other companies, net of cash acquired, which includes Yak, Ahern Rentals and the other completed acquisitions, and see note 9 to our consolidated financial statements for rollforwards showing the goodwill acquired associated with these acquisitions.

Segment Information

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(1) As discussed in note 4 to the consolidated financial statements, in March 2024, we completed the acquisition of Yak, which was a leading provider of surface protection mats.

(1) In March 2024, we completed the acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”), which was a leading provider of surface protection mats.

Prior to the Yak acquisition, we did not rent material amounts of such equipment.

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(2) The consolidated statements of cash flows include the payments for capital expenditures, while the table above reflects the gross capital expenditures.

Accounts payable as of December 31, 2024 and December 31, 2023 included $ 77 and $ 74 , respectively, of amounts due but unpaid for purchases of rental equipment.

The net impact of accrued purchases of rental equipment was no t material for the year ended December 31, 2022.

Accounts payable as of December 31, 2025, 2024 and 2023 included $ 117 , $ 77 and $ 74 , respectively, of amounts due but unpaid for purchases of rental equipment.

(3) The significant expense categories align with the segment-level information that is regularly provided to the CODM.

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The amounts above primarily reflect charges associated with the restructuring program initiated following the December 2022 acquisition of Ahern Rentals.

As of December 31, 2024, there were no open restructuring programs.

(6) The increase in the specialty segment assets from December 31, 2023 to December 31, 2024 includes the impact of the Yak acquisition discussed in note 4 to the consolidated financial statements.

See note 5 to the consolidated financial statements for additional detail on our restructuring programs.

(6) 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 year ended December 31, 2025 includes a break-up fee of $ 64 that we received following the termination of the H&E merger agreement.

(7) The increase in the specialty segment assets from December 31, 2023 to December 31, 2024 includes the impact of the Yak acquisition.

We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand.

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Total revenue $ 13,063 $ 1,269 $ 14,332

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:

Equipment (1) $ 7 $ 17

Insurance 46 29

Advertising reimbursements (2) 39 22

Income taxes (3) 53 5

Other (4) 90 62

Prepaid expenses and other assets $ 235 $ 135

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(1) Reflects refundable deposits on expected purchases, primarily of rental equipment, pursuant to advance purchase agreements.

Such deposits are presented as a component of cash flows from operations when paid.

(2) Reflects reimbursements due for advertising that promotes a vendor’s products or services.

See note 2 (“Advertising Expense”) for further detail.

(3) The increase above from December 31, 2023 to December 31, 2024 was primarily due to an increase in income taxes receivable which reflected required tax payments exceeding the estimated tax accruals.

(4) Includes multiple items, none of which are individually significant.

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 $ 384 .

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 did not recognize material costs associated with this program in 2025.

We expect to complete this program in 2026, and expect to recognize between $ 30 and $ 60 of total costs, primarily comprised of severance and branch closure costs, under the program.

As of December 31, 2025, the total liability associated with our restructuring programs was $ 13 (such amount relates only to our closed restructuring programs, as we have no t yet recognized any liabilities associated with the 2026 Cost Savings Restructuring Program).

Rental Equipment

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Decreases in goodwill related to acquisitions above primarily reflect such measurement period adjustments.

(3) The December 2022 acquisition of Ahern Rentals was assigned to our general rentals segment and accounted for most of the goodwill related to acquisitions in 2022.

(3) The December 2022 acquisition of Ahern Rentals was assigned to our general rentals segment.

The decrease in goodwill related to acquisitions for the general rentals segment in 2023 primarily reflected measurement period adjustments associated with the Ahern Rentals acquisition, partially offset by other acquisition activity.

For additional detail on the March 2024 acquisition of Yak, which was assigned to our specialty segment and accounted for most of the goodwill related to acquisitions in 2024, see note 4 to our consolidated financial statements.

The March 2024 acquisition of Yak was assigned to our specialty segment and accounted for most of the goodwill related to acquisitions in 2024.

Other intangible assets were comprised of the following at December 31, 2025 and 2024:

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Customer relationships 5 years $ 2,487 $ 2,074 $ 413

Trade names and associated trademarks 2 years $ 12 $ 8 $ 4

Trade names and associated trademarks 1 year $ 11 $ 9 $ 2

December 31, 2024

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Trade names and associated trademarks 2 years $ 12 $ 8 $ 4

Our other intangibles assets, net at December 31, 2024 include the assets set forth in the table below associated with the acquisition of Yak that is discussed in note 4 to our consolidated financial statements.

No residual value has been assigned to these assets.

The non-compete agreements are being amortized on a straight-line basis and the customer relationships are being amortized using the sum of the years' digits method, and we believe that such methods best reflect the estimated pattern in which the economic benefits will be consumed.

December 31, 2024

Weighted-Average Remaining

Amortization Period Net Carrying

Customer relationships 5 years 118

Amortization expense for other intangible assets was $ 238 , $ 258 and $ 271 for the years ended December 31, 2025, 2024 and 2023, respectively.

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(1) Primarily relates to branch closure charges and severance costs associated with our closed restructuring programs.

As of December 31, 2024, there were no open restructuring programs.

(1) Primarily relates to branch closure charges associated with our closed restructuring programs.

See note 5 for additional detail.

(2) Reflects amounts billed to customers in excess of recognizable revenue.

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(1) Primarily reflects the long-term portion of the contingent consideration for the Yak acquisition that is discussed in note 4 to the consolidated financial statements.

(1) Primarily reflects the long-term portion of the contingent consideration for the Yak acquisition.

Fair Value Measurements

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Senior notes $ 9,819 $ 9,863 $ 8,821 $ 8,518

Debt, net of unamortized original issue premiums and unamortized debt issuance costs, consists of the following:

Repurchase facility (terminated in 2024) (1) $ — $ 100

Debt, net of unamortized original issue discounts and premiums, and unamortized debt issuance costs, consists of the following:

Accounts receivable securitization facility expiring 2026 (1) $ 1,459 $ 1,085

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5 3 / 8 percent Senior Notes due 2033 (2)

6 1 / 8 percent Senior Notes due 2034

Finance leases 331 263

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(1) The table below presents financial information associated with our variable rate indebtedness as of and for the year ended December 31, 2025.

The repurchase facility is not included below because (i) there were no borrowings under it during the year ended December 31, 2024 and (ii) it was terminated in May 2024.

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 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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2,803 1,484 993

(2) In December 2025, URNA issued $ 1.500 billion principal amount of 5 3 / 8 percent Senior Notes.

See below for additional detail on the issued debt.

The net proceeds of the issuance were used to redeem all of the outstanding 5 1 / 2 percent Senior Notes due 2027 and to reduce drawings on the ABL facility.

(3) URNA separately issued 4 7 / 8 percent Senior Notes in August 2017 and in September 2017.

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As of December 31, 2025, the total above is comprised of two separate 4 7 / 8 percent Senior Notes, one with a book value of $ 1.665 billion and one with a book value of $ 4 .

(3) In March 2024, URNA issued $ 1.100 billion aggregate principal amount of 6 1 / 8 percent Senior Notes.

See below for additional detail on the issued debt.

(4) As of December 31, 2024, short-term debt primarily reflected borrowings under the accounts receivable securitization facility and the short-term portion of our finance leases.

As of December 31, 2023, short-term debt primarily reflected borrowings under the accounts receivable securitization and repurchase facilities and the short-term portion of our finance leases.

(4) Short-term debt primarily reflects borrowings under the accounts receivable securitization facility and the short-term portion of our finance leases.

The accounts receivable securitization facility, which expires on June 24, 2026, may be extended on a 364 -day basis by mutual agreement with the purchasers under the facility.

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Borrowings under the accounts receivable securitization facility bear interest based on (i) the cost of commercial paper issued by a conduit purchaser to fund its investment, plus related dealer commissions and note issuance costs or, (ii) if funded by a bank, the Secured Overnight Financing Rate (“SOFR”).

In 2024, the accounts receivable securitization facility was amended, primarily to increase the facility size to $ 1.5 billion and to extend the maturity date.

Key provisions of the facility include the following:

The size of the accounts receivable securitization facility is $ 1.5 billion, and key provisions of the facility include the following:

• borrowings are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans by a specified amount.

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The ABL facility is subject to, among other things, the terms of a borrowing base derived from the value of eligible rental equipment and eligible inventory.

The borrowing base is subject to certain reserves and caps customary for financings of this type.

All amounts borrowed under the credit agreement must be repaid on or before June 2027.

The borrowing base is subject to certain reserves and caps customary for financings of this

All amounts borrowed under the credit agreement must be repaid on or before July 2030.

Loans under the credit agreement bear interest, at URNA’s option:

(i) in the case of loans in U.S.

dollars, at a rate equal to the term SOFR or daily SOFR (in each case plus a 0.10 percent credit margin adjustment) or an alternate base rate, in each case plus a spread, (ii) in the case of loans in Canadian dollars, at a rate equal to the Term Canadian Overnight Repo Rate Average (“Term CORRA”) or an alternate rate (the Canadian prime rate), in each case plus a spread, (iii) in the case of loans in Euros, at a rate equal to the Euro interbank offered rate or an alternate base rate, in each case plus a spread, (iv) in the case of loans in British pounds, at a rate equal to the daily simple Sterling Overnight Interbank Average or an alternate base rate, in each case plus a spread or (v) in the case of loans in Australian Dollars or New Zealand Dollars, at a rate equal to the applicable bank bill rate or an alternate base rate, in each case plus a spread.

dollars, at a rate equal to the term SOFR or daily SOFR or an alternate base rate, in each case plus a spread, (ii) in the case of loans in Canadian dollars, at a rate equal to the Term Canadian Overnight Repo Rate Average (“Term CORRA”) or an alternate rate (the Canadian prime rate), in each case plus a spread, (iii) in the case of loans in Euros, at a rate equal to the Euro interbank offered rate or an alternate base rate, in each case plus a spread, (iv) in the case of loans in British pounds, at a rate equal to the daily simple Sterling Overnight Interbank Average or an alternate base rate, in each case plus a spread or (v) in the case of loans in Australian Dollars or New Zealand Dollars, at a rate equal to the applicable bank bill rate or an alternate base rate, in each case plus a spread.

The interest rates under the credit agreement are subject to change based on the availability in the facility.

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subsidiaries (other than real property and certain accounts receivable) and substantially all the assets of URNA’s Canadian subsidiaries.

Under the ABL facility, a change of control (as defined in the credit

agreement) constitutes an event of default, entitling our lenders, among other things, to terminate our ABL facility and to require us to repay outstanding borrowings.

Under the ABL facility, a change of control (as defined in the credit agreement) constitutes an event of default, entitling our lenders, among other things, to terminate our ABL facility and to require us to repay outstanding borrowings.

Term loan facility .

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Under the term loan facility, a change of control (as defined in the credit agreement) constitutes an event of default, entitling our lenders to, among other things, terminate the term loan facility and require us to repay outstanding loans.

5 1 / 2 percent Senior Notes due 2027.

In November 2016, URNA issued $ 750 aggregate principal amount of 5 1 / 2 percent Senior Notes which are due May 15, 2027 (the “5 1 / 2 percent Notes”).

In February 2017, URNA issued $ 250 aggregate principal amount of 5 1 / 2 percent Notes as an add-on to the existing 5 1 / 2 percent Notes.

In May 2022, URNA redeemed $ 500 principal amount of the 5 1 / 2 percent Notes, and the aggregate principal amount of outstanding 5 1 / 2 percent Notes was $ 500 as of December 31, 2024.

The notes issued in February 2017 have identical terms, and are fungible, with the existing 5 1 / 2 percent Notes.

The 5 1 / 2 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA.

The 5 1 / 2 percent Notes may be redeemed on or after May 15, 2022, at specified redemption prices that range from 102.75 percent in 2022, to 100 percent in 2025 and thereafter, plus accrued and unpaid interest, if any.

The indenture governing the 5 1 / 2 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens;

(ii) additional indebtedness;

(iii) mergers, consolidations and acquisitions;

(iv) sales, transfers and other dispositions of assets;

(v) loans and other investments;

(vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments;

(vii) restrictions affecting subsidiaries;

(viii) transactions with affiliates;

and (ix) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC.

Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions.

The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 5 1 / 2 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.

3 7 / 8 percent Senior Secured Notes due 2027.

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The indenture governing the 3 7 / 8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens and (ii) mergers and consolidations, as well as a requirement to timely file periodic reports with the SEC.

Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions.

Each of the restrictive covenants is subject

to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions.

In addition, the requirements to provide subsidiary guarantees, to give further assurances and to make an offer to repurchase the notes upon the occurrence of a change of control will not apply to URNA and its restricted subsidiaries during any period when the 3 7 / 8 percent Notes are rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA, provided at such time no default under the indenture has occurred and is continuing.

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In September 2017, URNA issued $ 750 principal amount of 4 7 / 8 percent Senior Notes (the “Subsequent 4 7 / 8 percent Notes”) which are due January 15, 2028.

The Subsequent 4 7 / 8 percent Notes represent a separate a distinct series of notes from the Initial 4 7 / 8 percent Notes.

The Subsequent 4 7 / 8 percent Notes represent a separate and distinct series of notes from the Initial 4 7 / 8 percent Notes.

The Subsequent 4 7 / 8 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA.

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As of December 31, 2025, the principal amounts outstanding were $ 1.669 billion for the Initial 4 7 / 8 percent Notes and $ 4 for the Subsequent 4 7 / 8 percent Notes.

The carrying value of the Initial 4 7 / 8 percent Notes includes $ 1 of the unamortized original issue premium, which is being amortized through the maturity date in 2028.

The effective interest rate on the Initial 4 7 / 8 percent Notes, which includes the impact of the original issue premium, is 4.86 percent.

6 percent Senior Secured Notes due 2029 .

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The 6 percent Notes may be redeemed on or after December 15, 2025, at specified redemption prices that range from 103.000 percent in 2025, to 100 percent in 2027 and thereafter, in each case, plus accrued and unpaid interest, if any.

Up to 10 percent of the aggregate principal amount of the 6 percent Notes may also be redeemed during each period from (i) the issue date to, but excluding, December 15, 2023, (ii) December 15, 2023 to, but excluding, December 15, 2024 and (iii) December 15, 2024 to, but excluding, December 15, 2025, at a redemption price equal to 103.000 percent plus accrued and unpaid interest, if any.

Up to 10 percent of the aggregate principal amount of the 6 percent Notes may also be redeemed during each period from (i) the issue date to, but

excluding, December 15, 2023, (ii) December 15, 2023 to, but excluding, December 15, 2024 and (iii) December 15, 2024 to, but excluding, December 15, 2025, at a redemption price equal to 103.000 percent plus accrued and unpaid interest, if any.

In addition, at any time on or prior to December 15, 2025, up to 40 percent of the aggregate principal amount of the 6 percent Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price equal to 106.000 percent of the aggregate principal amount of the notes plus accrued and unpaid interest, if any.

The indenture governing the 6 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens and (ii) mergers and

consolidations, as well as a requirement to timely file periodic reports with the SEC.

The indenture governing the 6 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens and (ii) mergers and consolidations, as well as a requirement to timely file periodic reports with the SEC.

Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions.

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The 3 7 / 8 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA.

The 3 7 / 8 percent Notes may be redeemed on or after August 15, 2025, at specified redemption prices that range from 101.938 percent in 2025, to 100 percent in 2028 and thereafter, in each case, plus accrued and unpaid interest, if any.

The 3 7 / 8 percent Notes may be redeemed on or after August 15, 2025, at specified redemption prices that range from 101.938 percent in 2025, to 100 percent in 2028 and thereafter,

in each case, plus accrued and unpaid interest, if any.

In addition, at any time on or prior to August 15, 2023, up to 40 percent of the aggregate principal amount of the 3 7 / 8 percent Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price equal to 103.875 percent of the aggregate principal amount of the notes plus accrued and unpaid interest, if any.

Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its

subsidiaries to engage in these activities under certain conditions.

Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions.

In addition, the requirements to provide subsidiary guarantees and to make an offer to repurchase the notes upon the occurrence of a change of control will not apply to URNA and its restricted subsidiaries during any period when the 3 7 / 8 percent Notes are rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA, provided at such time no default under the indenture has occurred and is continuing.

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5 3 / 8 percent Senior Notes due 2033.

In December 2025, URNA issued $ 1.500 billion aggregate principal amount of 5 3 / 8 percent Senior Notes (the “5 3 / 8 percent Notes”) which are due November 15, 2033.

The 5 3 / 8 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA.

The 5 3 / 8 percent Notes may be redeemed on or after November 15, 2028, at specified redemption prices that range from 102.688 percent in 2028, to 100 percent in 2030 and thereafter, in each case, plus accrued and unpaid interest, if any.

At any time prior to November 15, 2028, URNA may, at its option, redeem some or all of the 5 3 / 8 percent Notes at a redemption price equal to 100 percent of the aggregate principal amount of the notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to the redemption date.

In addition, at any time on or prior to November 15, 2028, up to 40 percent of the aggregate principal amount of the 5 3 / 8 percent Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price equal to 105.375 percent of the aggregate principal amount of the notes plus accrued and unpaid interest, if any.

The indenture governing the 5 3 / 8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens and (ii) mergers and consolidations, as well as a requirement to timely file periodic reports with the SEC.

Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions.

In addition, the requirements to provide subsidiary guarantees and to make an offer to repurchase the notes upon the occurrence of a change of control will not apply to URNA and its restricted subsidiaries during any period when the 5 3 / 8 percent Notes are rated investment grade by at least two of Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc.

and Fitch Ratings, Inc., or, in certain circumstances, another rating agency selected by URNA, provided at such time no default under the indenture has occurred and is continuing.

The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 5 3 / 8 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.

6 1 / 8 percent Senior Notes due 2034.

In March 2024, URNA issued $ 1.100 billion aggregate principal amount of 6 1 / 8 percent Senior Notes (the “6 1 / 8 percent Notes”) which are due March 15, 2034.

The 6 1 / 8 percent are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA.

The 6 1 / 8 percent may be redeemed on or after March 15, 2029, at specified redemption prices that range from 103.063 percent in 2029, to 100 percent in 2032 and thereafter, in each case, plus accrued and unpaid interest, if any.

The 6 1 / 8 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA.

The 6 1 / 8 percent Notes may be redeemed on or after March 15, 2029, at specified redemption prices that range from 103.063 percent in 2029, to 100 percent in 2032 and thereafter,

in each case, plus accrued and unpaid interest, if any.

At any time prior to March 15, 2029, URNA may, at its option, redeem some or all of the 6 1 / 8 percent Notes at a redemption price equal to 100 percent of the aggregate principal amount of the notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to the redemption date.

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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.

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 December 31, 2024,

specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable.

As of December 31, 2025, 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:

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Total lease liabilities $ 1,772 $ 1,646

_________________

(1) The increases in 2024 reflect increased amounts of real estate and equipment leased under operating leases.

Lease cost Classification Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023

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Leased assets obtained in exchange for new finance lease liabilities $ 167 $ 153 $ 132

Income before provision for income taxes for each of the three years in the period ended December 31, 2025 was as follows:

Year ended December 31,

2025 2024 2023

(1) The increases in 2023 include the impact of the Ahern Rentals acquisition.

The components of the provision (benefit) for income taxes for each of the three years in the period ended December 31, 2024 are as follows:

$ 3,135 $ 3,156 $ 2,926

Foreign 203 232 285

Total $ 3,338 $ 3,388 $ 3,211

The components of the provision (benefit) for income taxes for each of the three years in the period ended December 31, 2025 were as follows:

Year ended December 31,

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federal $ 267 $ 628 $ 561

Foreign 64 66 100

state and local 106 140 125

Foreign 66 64 66

Total current 439 832 752

federal 363 ( 8 ) 5

state and local 39 ( 10 ) 17

Foreign 3 ( 1 ) 13

Total deferred 405 ( 19 ) 35

Total (current and deferred)

federal 630 620 566

state and local 145 130 142

( 19 ) 35 537

Foreign 69 63 79

Total $ 844 $ 813 $ 787

A reconciliation of the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate of 21 percent to the income before provision (benefit) for income taxes for each of the three years in the period ended December 31, 2024 is as follows:

A reconciliation of the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate of 21 percent to the income before provision for income taxes for each of the three years in the period ended

December 31, 2025 is as follows:

Year ended December 31,

2025 2024 2023

Amount Percent Amount Percent Amount Percent

Computed tax at statutory tax rate $ 701 21.0 % $ 712 21.0 % $ 674 21.0 %

State income taxes, net of federal tax benefit 100 116 102

Other permanent items ( 11 ) ( 3 ) 18

Change in federal valuation allowance — ( 15 ) 15

Foreign restructuring (1) — — ( 37 )

Foreign tax rate differential 12 15 11

State and local income taxes, net of federal tax benefit (1) (2) 124 3.7 % 93 2.7 % 116 3.6 %

Foreign tax effects 27 0.8 % 14 0.4 % 19 0.6 %

Effect of cross-border tax laws 3 0.1 % ( 3 ) ( 0.1 ) % ( 3 ) ( 0.1 ) %

Tax credits ( 18 ) ( 0.5 ) % ( 4 ) ( 0.1 ) % ( 3 ) ( 0.1 ) %

Changes in valuation allowance — — % — — % ( 15 ) ( 0.5 ) %

Nontaxable or nondeductible items 8 0.2 % ( 5 ) ( 0.1 ) % — — %

Changes in unrecognized tax benefits ( 1 ) — % 6 0.2 % ( 1 ) — %

Total $ 844 25.3 % $ 813 24.0 % $ 787 24.5 %

_________________

(1) Reflects the impact of aligning the legal entity structure in Australia and New Zealand with our other foreign operations, which resulted in a tax depreciation benefit.

The components of deferred income tax assets (liabilities) are as follows:

(1) The states that, in the aggregate, accounted for over 50 percent of the effect of the state and local income taxes shown above were:

(i) for 2025, Alabama, California, Florida, Georgia, New Jersey, New York, Pennsylvania and Texas, (ii) for 2024, California, Florida, Georgia, New Jersey and New York, and (iii) for 2023, California, Florida, Georgia, New Jersey, New York and Pennsylvania.

(2) The lower percent for 2024 primarily reflects a benefit recognized in 2024 associated with decreases to the average state tax rates.

The year-over-year increase in the percent for 2025 primarily reflects the lack of a similar benefit in 2025.

The components of deferred income tax assets (liabilities) were as follows:

December 31, 2025 December 31, 2024

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Additions for tax positions of prior years 5 9 8

Reductions for tax positions of prior years ( 9 ) — —

Lapse of statute of limitations ( 3 ) ( 1 ) —

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We believe that it is reasonably possible that a decrease of up to $ 6 in federal and state unrecognized tax benefits may be necessary within the next year, as a result of settlements.

We file income tax returns in the U.S., Canada and Europe.

On July 4, 2025, new federal tax legislation (“H.R.1”) was enacted.

The relevant effects of this legislation include making 100 percent bonus depreciation permanent, the permanent restoration of the ability of taxpayers to immediately expense certain domestic research and experimental expenditures, and the restoration of EBITDA-based interest deduction limitations.

In addition, H.R.1 includes international tax provisions, including eliminating the net deemed tangible income return, decreasing the tax rates and taxable income computations applicable to global intangible low-taxed income (“GILTI”) and foreign derived intangible income (“FDII”), and permanently increasing the base erosion and anti-abuse minimum tax (“BEAT”) rate.

Upon enactment in the third quarter of 2025, the legislation (i) did not materially impact our effective tax rate, (ii) decreased our cash income tax liability and (iii) increased our deferred tax liability.

We continue to evaluate the provisions of the legislation and its potential effects on our financial position, results of operations, and cash flows, and disclosures addressing any material financial statement impact will be provided in future periods as the impact of the legislation is determined.

The following table summarizes income taxes paid (net of refunds received).

All jurisdictions in which income taxes paid (net of refunds received) were equal to or greater than five percent of total income taxes paid are included below (if the noted jurisdiction did not meet the five percent threshold for a particular year, the amount for that year is not included below).

Year ended December 31,

2025 2024 2023

federal $ 392 $ 771 $ 248

California 26

All states representing less than five percent of total 136 139 108

states 136 139 134

Canada 59 71 97

All foreign jurisdictions representing less than five percent of total 15 13 14

Total foreign 74 84 111

Total income taxes paid (1) $ 602 $ 994 $ 493

_________________

(1) Cash taxes paid in 2025 decreased from 2024 primarily due to the impact of H.R.1, which is discussed above.

Cash taxes paid in 2024 increased from 2023 primarily due to a reduction in the bonus depreciation percent from 80 percent to 60 percent, increased revenue year-over-year, estimated tax overpayments from 2022 that were utilized in 2023, the deferral of a portion of 2023 federal estimated payments into 2024, and normal variability in tax attributes.

We file income tax returns in the U.S., Canada, Europe, Australia and New Zealand.

Without exception, we have completed our domestic and international income tax examinations, or the statute of limitations has expired in the respective jurisdictions, for years prior to 2012.

For financial reporting purposes, income before provision for income taxes for our foreign subsidiaries was $ 232 , $ 285 and $ 233 for the years ended December 31, 2024, 2023 and 2022, respectively.

We have historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and, accordingly, no taxes were provided on such earnings prior to the fourth quarter of 2020.

In 2021, we remitted the cumulative amount of identified cash in our foreign operations in excess of near-term working capital needs.

The taxes recorded associated with the remitted cash were immaterial.

We continue to expect that the remaining balance of our undistributed foreign earnings will be indefinitely reinvested.

We expect to remit the cash that is no longer

considered indefinitely reinvested in 2026, and, in the fourth quarter of 2025, we recorded immaterial taxes associated with the planned repatriation.

We continue to expect that our undistributed foreign earnings, excluding the distributable foreign earnings described above, 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.

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Determination of the amount of unrecognized deferred tax liability on these unremitted earnings is not practicable.

We have no remaining net operating loss carryforwards (“NOLs”) for federal income tax purposes, $ 12 of NOLs for foreign income tax purposes (the majority of which has an indefinite life) and $ 278 of NOLs for state income tax purposes that expire from 2025 through 2034.

The European Union (“EU”) member states formally adopted the EU’s Pillar Two Directive, which was established by the Organization for Economic Co-operation and Development, and which generally provides for a 15 percent minimum effective tax rate for multinational enterprises, in every jurisdiction in which they operate.

We have net operating loss carryforwards (“NOLs”) of $ 15 for federal income tax purposes, $ 16 of NOLs for foreign income tax purposes (the majority of which has an indefinite life) and $ 224 of NOLs for state income tax purposes that expire from 2026 through 2034.

The European Union (“EU”) member states have formally adopted the EU’s Pillar Two Directive, which was established by the Organization for Economic Co-operation and Development, and which generally provides for a 16 percent minimum effective tax rate for multinational enterprises, in every jurisdiction in which they operate.

While we do not anticipate that this will have a material impact on our tax provision or effective tax rate, we continue to monitor evolving tax legislation in the jurisdictions in which we operate.

We are also monitoring ongoing international tax discussions, including recent G-7 statements regarding a “side-by-side” system, but no changes associated with such discussions have been enacted as of the date of this report.

Commitments and Contingencies

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Quarter Third

Quarter (1) Full

For the year ended December 31, 2025:

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Earnings per share—diluted (2) 8.04 9.54 10.70 10.47 38.69

(1) There were no unusual or infrequently occurring items recognized in the fourth quarter of 2024 or 2023 that had a material impact on our financial statements.

(1) As discussed in note 11 to the consolidated financial statements, in the fourth quarter of 2025, we issued $ 1.500 billion principal amount of 5 3 / 8 percent Senior Notes due 2033.

The net proceeds of the issuance were used to redeem all $ 500 principal amount of our 5 1 / 2 percent Senior Notes due 2027 and to reduce drawings on our ABL facility.

There were no unusual or infrequently occurring items recognized in the fourth quarter of 2024 that had a material impact on our financial statements.

(2) Diluted earnings per share includes the after-tax impacts of the following:

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Asset impairment charge (7) — ( 0.03 ) — ( 0.02 ) ( 0.06 )

Loss on repurchase/redemption/amendment of debt ( 0.01 ) — — — ( 0.01 )

Debt related losses — — ( 0.01 ) ( 0.01 ) ( 0.02 )

For the year ended December 31, 2024:

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Restructuring charge (6) ( 0.01 ) ( 0.01 ) ( 0.01 ) ( 0.01 ) ( 0.04 )

Asset impairment charge (7) ( 0.01 ) — ( 0.03 ) ( 0.01 ) ( 0.05 )

Debt related losses ( 0.01 ) — — — ( 0.01 )

(3) 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).

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(5) 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.

The decrease in 2024 primarily reflects the impact of the Ahern Rentals acquisition.

The year-over-year decreases in 2025 primarily reflect the impact of the Ahern Rentals acquisition.

(6) This primarily reflects severance costs and branch closure charges associated with our restructuring programs.

The amounts above primarily reflect charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.

As of December 31, 2024, there were no open restructuring programs.

See note 5 to the consolidated financial statements for additional detail on our restructuring programs.

(7) This reflects write-offs of leasehold improvements and other fixed assets.

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Diluted earnings per share $ 38.61 $ 38.69 $ 35.28

Subsequent Events

On January 13, 2025, we entered into an Agreement and Plan of Merger (the “H&E Merger Agreement”) that provides for our acquisition of H&E Equipment Services, Inc.

d/b/a H&E Rentals (“H&E”).

Pursuant to the H&E Merger Agreement, we expect to acquire H&E for $ 92 per share in cash, reflecting a total enterprise value of approximately $ 4.8 billion, including approximately $ 1.4 billion of net debt.

H&E provides its customers with a comprehensive mix of high-quality general rental fleet including aerial work platforms, earthmoving equipment, material handling equipment, and other general and specialty lines of equipment.

The transaction is subject to customary closing conditions, including a minimum tender of at least one share more than 50 percent of then-outstanding H&E common shares and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

We commenced a tender offer on January 28, 2025 to acquire all of the outstanding shares of H&E common stock for $ 92 per share in cash.

Following completion of the tender offer, we intend to acquire all remaining shares not tendered in the offer through a second-step merger at the same price as in the tender offer.

The transaction is expected to close in the first quarter of 2025.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

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Allowance for credit losses $ 186 $ 17 (a) $ 59 (a) $ 82 (b) $ 180

Reserve for obsolescence and shrinkage 17 56 — 54 (c) 19

Self-insurance reserve 199 318 — 270 (d) 247

Self-insurance reserve 247 356 — 338 (c) 265

Year Ended December 31, 2024:

Allowance for credit losses $ 169 $ 20 (a) $ 50 (a) $ 53 (b) $ 186

Reserve for obsolescence and shrinkage 18 50 — 51 (c) 17

Self-insurance reserve 177 274 — 252 (d) 199

Self-insurance reserve 199 318 — 270 (c) 247

Year Ended December 31, 2023:

Allowance for credit losses $ 134 $ 14 (a) $ 60 (a) $ 39 (b) $ 169

Reserve for obsolescence and shrinkage 11 42 — 35 (c) 18

Self-insurance reserve 151 236 — 210 (d) 177

Self-insurance reserve 177 274 — 252 (c) 199

The above information reflects the continuing operations of the Company for the periods presented.

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(b) Primarily represents write-offs of accounts, net of recoveries and other activity.

(d) Primarily represents payments.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data