Form 8-K

8-K — Sunbelt Rentals Holdings, Inc.

Accession: 0001628280-26-044797

Filed: 2026-06-23

Period: 2026-06-23

CIK: 0002083785

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — snblt-20260623.htm (Primary)

EX-99.1 (sunbeltpressrelease-fy26q4.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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0002083785false00020837852026-06-232026-06-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2026

Sunbelt Rentals Holdings, Inc

(Exact name of registrant as specified in its charter)

Delaware

001-43081

33-3657151

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1799 Innovation Pt

Fort Mill, SC

29715

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 803-578-5800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

SUNB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On June 23, 2026, Sunbelt Rentals Holdings, Inc. (“Sunbelt Rentals” or the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended April 30, 2026. The Company hereby incorporates by reference herein the information set forth in the Press Release, a copy of which is attached hereto as Exhibit 99.1.

The information furnished under this Item 2.02, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On June 23, 2026, the Company announced that it expects to hold its first annual meeting of stockholders (the “Annual Meeting”) at 11:30 a.m. (Eastern Time) on Tuesday, September 1, 2026. In accordance with the advance notice requirements contained in the Company’s amended and restated bylaws (the “Bylaws”), stockholders wishing to nominate a candidate for election as a director or submit a proposal (other than pursuant to Rule 14a-8 under the Exchange Act) at the Annual Meeting must deliver notice to the Corporate Secretary of the Company at the Company’s principal executive offices at 1799 Innovation Point, Fort Mill, South Carolina 29715 no later than the close of business on July 3, 2026. Any such notice must also comply with the other requirements in the Company’s Bylaws and other applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated June 23, 2026.

104#

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sunbelt Rentals Holdings, Inc.

Date: June 23, 2026

By:

/s/ Lynne Fuller-Andrews

Name: Lynne Fuller-Andrews

Title: Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

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Document

Sunbelt Rentals Reports Fiscal Fourth Quarter and Full-Year 2026 Results

Company announces bolt-on acquisition of Reliant Asset Management

June 23, 2026

7:00 a.m. ET

Fort Mill, SC.--(BUSINESS WIRE)-- Sunbelt Rentals Holdings, Inc. (NYSE: SUNB, LSE: SUNB) (“the company”), a leader in the equipment rental industry, today announced financial results for the fiscal fourth quarter and full-year ended April 30, 2026.

Fiscal Fourth Quarter 2026 Highlights

•Total revenue of $2,754 million with rental revenue growth of 8.0%

•North America segment rental revenue growth: General Tool +4.4%, Specialty +15.1%

•Net income of $226 million and earnings per share of $0.55

•Adjusted EBITDA of $1,067 million and adjusted EBITDA margin of 38.7%

•Adjusted earnings per share of $0.74

Fiscal Full-Year 2026 Highlights

•Record total revenue of $11,154 million with rental revenue growth of 3.4%

•North America segment rental revenue growth: General Tool +2.1%, Specialty +5.8%

•Net income of $1,325 million and earnings per share of $3.15

•Adjusted EBITDA of $4,677 million and adjusted EBITDA margin of 41.9%

•Adjusted earnings per share of $3.72

•Cash flow from operations of $3,784 million and free cash flow of $2,055 million

•The Company announces final dividend payment of $0.75 for a full-year dividend of $1.125, a 4% increase over the prior year; the company plans to transition to a quarterly dividend in fiscal 2027

•Total returns to shareholders of $1,877 million including $1,413 million of share buybacks and $464 million through dividends

Note: Adjusted operating profit, adjusted operating profit margin, adjusted pre-tax profit, adjusted earnings per share, adjusted EBITDA, adjusted EBITDA margin, net debt, adjusted net assets, adjusted average net assets, return on investment, net leverage, and free cash flow are non-GAAP financial measures. Reconciliations of all non-GAAP financial measures to the most directly comparable GAAP financial measure are included at the end of this release.

CEO Comment

“Fiscal 2026 was a strong year for Sunbelt Rentals, driven by our clear customer-led strategy, disciplined execution across the business and the outstanding efforts of our team,” said Brendan Horgan, Chief Executive Officer. “We delivered solid results, continued to grow the business and further strengthened our position across attractive end markets by supporting customers with the equipment, availability, service and solutions they need to execute critical projects. We finished the year with strong momentum with fourth quarter rental revenues in our North America Specialty segment increasing 15%, and our North America General Tool growing at 4%. With this momentum, we are well positioned to continuing driving profitable growth and deliver long-term value for our stockholders.”

“I’m excited to announce today the acquisition of Reliant Asset Management, a leading modular space solutions provider. This is a great example of our bolt-on acquisition strategy as a compelling opportunity to expand our Specialty offering and advance our Sunbelt 4.0 strategic objectives. Through this acquisition, we are demonstrating our capital allocation priorities and a clear intention to use our leadership position in North America to expand and grow across new highly complementary verticals, creating sustainable long-term value for stockholders. Post closing, we expect EPS accretion in year one, with net leverage remaining comfortably within our targeted range.”

Horgan continued, “Looking ahead to fiscal 2027, we are entering the year with strong top-line momentum. Our guidance reflects confidence in the underlying demand environment, the resilience of our structural growth and through-the-cycle free cash flow platform. We believe Sunbelt is well positioned to deliver a year of strong performance.”

Total Company Results Highlights

Three Months Ended

April 30, Year Ended

April 30,

(In millions, except per share amounts) 2026 2025 Y/Y 2026 2025 Y/Y

Total Revenue 2,754 2,529 +8.9% 11,154 10,791 +3.4%

Equipment Rental Revenue 2,520 2,334 +8.0% 10,320 9,980 +3.4%

Depreciation of Rental Equipment 466 453 +2.9% 1,851 1,815 +2.0%

Operating Income 410 516 (20.5)% 2,181 2,499 (12.7)%

Adjusted Operating Profit 516 545 (5.3)% 2,500 2,615 (4.4)%

Adjusted Operating Profit Margin 18.7% 21.6% (290) bps 22.4% 24.2% (180) bps

EBITDA 993 1,087 (8.6)% 4,497 4,746 (5.2)%

Adjusted EBITDA 1,067 1,081 (1.3)% 4,677 4,752 (1.6)%

Adjusted EBITDA Margin 38.7% 42.7% (400) bps 41.9% 44.0% (210) bps

Pre-Tax Profit 316 427 (26.0)% 1,801 2,070 (13.0)%

Adjusted Pre-Tax Profit 420 449 (6.5)% 2,113 2,190 (3.5)%

Net Income 226 329 (31.3)% 1,325 1,553 (14.7)%

EPS $0.55 $0.76 (27.6)% $3.15 $3.56 (11.5)%

Adjusted EPS $0.74 $0.81 (8.6)% $3.72 $3.78 (1.6)%

Dollar Utilization (TTM) 1)

55% 54% +1.0% 55% 54% +1.0%

Weighted-average common shares used in per share calculations 412.5 433.4 (4.8)% 420.4 435.9 (3.6)%

1) Dollar utilization, as defined in our Non-GAAP Financial Measures, is measured using a trailing twelve month revenue figure and ending original equipment cost (a balance sheet amount as of a point in time), therefore the resulting value is the same for both the quarter-to-date and year‑to‑date periods.

Summary of Fiscal Fourth Quarter 2026 Results

Total revenue growth in the quarter of 9% resulted from higher sales of used and new rental equipment, and rental revenue growth of 8%. The strong momentum in rental revenue growth to finish the year was driven by volume growth and higher utilization across most geographies, while rates continued to be stable.

Depreciation of rental equipment increased only 3% and less than rental revenue growth of 8%. This reflects stronger utilization of the company’s fleet combined with disciplined capital management.

Net income in the quarter declined primarily due to higher non-recurring costs related to restructuring and relisting activities, and higher stock compensation expense. See the non-GAAP reconciliation tables for further details.

Consistent with the results for the first nine months of the year, the company’s fourth quarter adjusted EBITDA margin declined compared to the prior-year period primarily due to a higher mix of North America Specialty segment revenue and ancillary revenues, higher internal repair and repositioning costs, and continued investments to support growth. In addition, during the quarter the company lapped the reversal of a $28 million receivables provision recognized in the fourth quarter of 2025 for a customer who filed for chapter 11 bankruptcy protection in the fourth quarter of 2024. Excluding the provision reversal benefit recognized in the fourth quarter of 2025, adjusted EBITDA margin in the fourth quarter of 2026 declined 290 basis points compared to the prior year period.

Adjusted earnings per share declined due to lower adjusted profit before tax, primarily due to the aforementioned lapping of the reversal of the receivables provision, and a higher effective tax rate compared to same period last year.

Return on investment was 14.2% compared to the prior-year period of 15.0%. The reduction was primarily due to lower adjusted operating profit combined with rental fleet inflation.

North America General Tool

Three Months Ended

April 30, Year Ended

April 30,

(In millions) 2026 2025 YoY 2026 2025 YoY

Total Revenue 1,582 1,498 +5.6% 6,507 6,397 +1.7%

Equipment Rental Revenue 1,438 1,377 +4.4% 6,013 5,889 +2.1%

Adjusted Segment Operating Profit 401 451 (11.1)% 1,932 2,093 (7.7)%

Adjusted Segment Operating Profit Margin 25.3% 30.1% (480) bps 29.7% 32.7% (300) bps

Adjusted Segment EBITDA 759 801 (5.2)% 3,347 3,477 (3.7)%

Adjusted Segment EBITDA Margin 48.0% 53.5% (550) bps 51.4% 54.4% (300) bps

Dollar Utilization (TTM) 1)

47% 48% (100) bps 47% 48% (100) bps

North America General Tool equipment rental revenue growth in the quarter of 4.4% was driven primarily by volume growth, with both dollar utilization and rates approximately flat. Growth was fairly consistent across U.S. geographies led by mega project and strategic account activity, with Canada driving outsized growth through bolt-on acquisitions and mega project activity.

The adjusted segment EBITDA margin performance in the quarter primarily reflects higher costs associated with internal repairs and repositioning of rental fleet to drive utilization improvements, and higher costs to support growth.

North America Specialty

Three Months Ended

April 30, Year Ended

April 30,

(In millions) 2026 2025 YoY 2026 2025 YoY

Total Revenue 938 810 +15.8% 3,715 3,487 +6.5%

Equipment Rental Revenue 884 768 +15.1% 3,505 3,313 +5.8%

Adjusted Segment Operating Profit 279 256 +9.0% 1,176 1,138 +3.3%

Adjusted Segment Operating Profit Margin 29.7% 31.6% (190) bps 31.7% 32.6% (90) bps

Adjusted Segment EBITDA 420 389 +8.0% 1,721 1,677 +2.6%

Adjusted Segment EBITDA Margin 44.8% 48.0% (320) bps 46.3% 48.1% (180) bps

Dollar Utilization (TTM) 1)

75% 73% +200 bps 75% 73% +200 bps

North America Specialty equipment rental revenue growth in the quarter of 15.1% was led by volume, supported by strong utilization increases year over year. The growth continued to be led by Power & HVAC, in particular Load Banks, and was also fueled by Flooring, Temporary Fencing, Structures and Walls, Trench Safety and Scaffold.

The adjusted segment EBITDA margin performance in the quarter primarily reflects a higher mix of ancillary revenues compared to last year, and higher costs associated with internal repairs and repositioning of rental fleet to drive utilization improvements. Furthermore, the previously mentioned $28 million receivables provision reversal, which was recognized in the fourth quarter of 2025, was recorded entirely within the North America Specialty segment. Excluding the $28 million receivable provision reversal benefit in the prior year period, Specialty adjusted segment operating profit margins would have increased 160 basis points compared to the prior year, and adjusted segment EBITDA margins would have increased 20 basis points.

United Kingdom

Three Months Ended

April 30, Year Ended

April 30,

(In millions) 2026 2025 YoY 2026 2025 YoY

Total Revenue 234 221 +5.9% 932 907 +2.8%

Equipment Rental Revenue 198 189 +4.8% 802 778 +3.1%

Adjusted Segment Operating Profit 14 15 (6.7)% 59 73 (19.2)%

Adjusted Segment Operating Profit Margin 6.0% 6.8% (80) bps 6.3% 8.0% (170) bps

Adjusted Segment EBITDA 57 57 —% 234 244 (4.1)%

Adjusted Segment EBITDA Margin 24.4% 25.8% (140) bps 25.1% 26.9% (180) bps

Dollar Utilization (TTM) 1)

53% 53% 0 bps 53% 53% 0 bps

UK equipment rental revenue grew in the quarter on a currency-translated basis but declined in local currency, reflecting ongoing market challenges. Improving UK segment returns on capital remain a focus through operational efficiencies and the restructuring actions announced in December 2025, as well as rental rate improvement.

Rental Fleet

The company’s total rental fleet at original equipment cost is as follows:

As of April 30,

($ in millions) 2026 2025

North America - General Tool 12,946 12,523

North American - Specialty 4,828 4,523

United Kingdom 1,457 1,521

Total Equipment Cost 19,231 18,567

The company’s original cost of rental equipment at April 30, 2026, was $19,231 million, and our average fleet age was 53 months on an original cost basis, as compared to 49 months at April 30, 2025.

Capital Management

Long-term debt at April 30, 2026 was $7,033 million and the debt to income ratio was 5.7x. Net debt at April 30, 2026, was $7,554 million and net leverage was 1.6x, well within our stated range of between 1x to 2x net debt-to-adjusted EBITDA. Availability under the senior secured credit facility was $3,540 million, and the company’s credit facilities are committed for an average of five years at a weighted average cost of approximately 5%.

In the full-year fiscal 2026, the company opened 51 greenfield locations and invested $238 million, including acquired borrowings, on 13 bolt-on acquisitions continuing to both expand its footprint and diversify its end markets. Cash flow from operations was $3,784 million. Capital expenditure was $2,194 million gross and $1,729 million net of disposal proceeds, and after capital expenditures, free cash flow was $2,055 million.

In December 2024, the company launched a share buyback program of up to $1.5 billion over 18 months, which completed on February 24, 2026. The company commenced a new share buyback program of $1.5 billion which began on March 2, 2026 and coincided with the move of the primary listing to the New York Stock Exchange. In fiscal 2026, the company repurchased $1,413 million of common stock under these two programs, and paid $464 million in dividends.

Today, Sunbelt Rentals is also announcing that its Board of Directors has declared a dividend payment of $0.75 per share, the final payment under its previous scheme as the company plans to transition to a quarterly dividend. The final dividend payment will be paid on Friday, July 24, 2026 to shareholders of record on Friday, July 10, 2026.

The Company Announces the Acquisition of Reliant Asset Management

Sunbelt announced today that on May 1, 2026, the company closed on the purchase of Reliant Asset Management, a market leader in modular space solutions, for a total purchase price of $650 million, which is expected to be accretive to both growth and earnings per share.

Reliant Asset Management is a leading provider of modular space solutions and adds a significant new Specialty vertical to the Sunbelt Rentals business, expanding our total addressable market. The company goes to market under the trade name: Aries Building Systems, which rents and sells modular structures, mobile offices, classrooms and storage products to commercial, industrial and education markets.

Aligned with the Sunbelt 4.0 strategy, this acquisition furthers Sunbelt Rentals' long-term commitment to investing in high-value Specialty markets. By expanding into a highly complementary Specialty vertical, we believe it strengthens our capacity to generate stockholder value and unlocks meaningful cross-sell opportunities across both new and existing markets and our broader customer base.

Full-Year Fiscal 2027 Outlook

Today, the company is introducing its outlook for fiscal full-year 2027.

FY 2027 Outlook 2026 Actual Results

Total Revenue 4.5% to 7.5% growth $11.15 billion

Rental Revenue 5% to 8% growth $10.32 billion

Adjusted EBITDA $4.85 billion to $5.05 billion $4.68 billion

Net Rental Equipment Capital Expenditures $2.05 billion to $2.45 billion $1.42 billion

Gross Rental Capital Expenditures $2.45 billion to $2.85 billion $1.84 billion

Note: We present adjusted EBITDA on a forward-looking basis. The most directly comparable GAAP measure is not accessible on a forward-looking basis without unreasonable efforts, because certain items that impact this GAAP measure cannot be reasonably predicted or quantified. The probable significance of these items may be material, and as a result, the corresponding GAAP measure and a quantitative reconciliation to this GAAP measure is not available on a forward-looking basis.

Conference Call Information

Brendan Horgan and Alex Pease will hold a conference call today to discuss the results and outlook at 8:30am ET (1:30pm BST). The call will be webcast live via the company’s investor relations website at ir.sunbeltrentals.com and a replay will be available via the website shortly after the call concludes. A copy of this announcement and the slide presentation to be used for the call are available on the company’s investor relations website.

About Sunbelt Rentals Holdings, Inc.

Sunbelt Rentals Holdings, Inc., operating primarily as Sunbelt Rentals, is a leading global provider of rental equipment and services based in Fort Mill, South Carolina. Our passionate, customer-centric team of 26,000 employees combines execution-focused resolve with Sunbelt Rentals’ innovative array of rental solutions across a vast network of over 1,600 locations and with a fleet of assets exceeding $19 billion. Sunbelt Rentals is committed to delivering unrivaled quality and support for its customers across an increasingly diverse array of industries, project types and end markets, including construction, live events, maintenance and countless emerging applications ranging from small-scale developments to mega projects.

Investor Contact

Kevin Powers, Senior Vice President, Investor Relations

kevin.powers@sunbeltrentals.com

Media Contact

H/Advisors Abernathy,

Abigail Ruck / Mallory Griffin

abigail.ruck@h-advisors.global / mallory.griffin@h-advisors.global

(212) 371-5999

Non-GAAP Financial Measures

Key Performance Indicators (“KPIs”)

We use the KPIs “dollar utilization” and “original equipment cost” (“OEC”) to evaluate our business, measure our performance, identify trends and make business decisions. These measures are not directly comparable to, and should not be considered a substitute for, financial information presented in accordance with GAAP, and may differ from similarly titled metrics or measures presented by other companies.

Dollar Utilization

We consider “dollar utilization” to be a KPI on a segment basis. Dollar utilization reflects the ratio of rental revenue earned from equipment compared with the original cost of equipment and is calculated as revenue from equipment rentals in each month during the preceding twelve-month period divided by average fleet at OEC measured during such period, in each case on a segment basis. Dollar utilization is influenced by various factors, including the average OEC of our rental fleet, the level of physical utilization of our rental fleet, customer rental rates, ancillary rental revenues, inflation, as well as customer and product mix.

Management believes that dollar utilization provides useful information to investors and management to demonstrate how effectively we recover value from our rental assets. Management uses dollar utilization when reviewing operating performance on a segment basis and to help inform capital allocation decisions within the business.

Original Equipment Cost

We consider OEC to be a KPI on a segment basis. OEC reflects the original cost of our equipment on rent. Management believes that OEC, along with dollar utilization, provide useful information to investors and management to demonstrate the utilization of our rental equipment. Management uses OEC when reviewing operating performance on a segment basis and to help inform capital allocation decisions within the business.

Adjusted Operating Profit and Adjusted Operating Profit Margin

We use the non-GAAP measures “adjusted operating profit” and “adjusted operating profit margin” to evaluate the underlying profitability of our core operations. The composition of these measures is not addressed or prescribed by GAAP. We define adjusted operating profit as operating income after other income(expense), net, and before amortization of acquired intangibles, stock-based compensation expense, net, and restructuring costs, which in the fiscal year ended April 30, 2025 relate to costs associated with the Redomiciliation and U.S. Listing and in the fiscal year ended April 30, 2026 relate to costs associated with the Redomiciliation and U.S. Listing and the operational restructure of the United Kingdom segment. Adjusted operating profit margin is defined as adjusted operating profit divided by total revenues.

Management believes that adjusted operating profit and adjusted operating profit margin provide useful information to management and investors about the Group’s underlying profitability without regard to non-core items that may not be indicative of our main business activities, thus allowing for a more meaningful comparison between our core performance over different periods of time, as well as with those of other similar companies.

Adjusted Pre-tax Profit

We use the non-GAAP measure “adjusted pre-tax profit” to evaluate the underlying profitability of our core operations. The composition of adjusted pre-tax profit is not addressed or prescribed by GAAP. We define adjusted pre-tax profit as net income before provision for income taxes,

amortization of acquired intangibles, stock based compensation expense, net and restructuring costs, which in the fiscal year ended April 30, 2025 relate to costs associated with the Redomiciliation and U.S. Listing and in the fiscal year ended April 30, 2026 relate to costs associated with the Redomiciliation and U.S. Listing and the operational restructure of the United Kingdom segment. Adjusted pre-tax profit represents adjusted operating profit after interest expense, net.

Management believes that adjusted pre-tax profit provides useful information to management and investors about the Group’s underlying profitability without regard to non-core items that may not be indicative of our main business activities, thus allowing for a more meaningful comparison between our core performance over different periods of time, as well as with those of other similar companies.

EBITDA, EBITDA Margin, Adjusted EBITDA, and Adjusted EBITDA margin

We use the non-GAAP measures “EBITDA,” “EBITDA margin,” “adjusted EBITDA,” and “adjusted EBITDA margin” to evaluate our overall financial performance. The composition of these measures is not addressed or prescribed by GAAP. We define EBITDA as net income before provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA before stock based compensation expense, net and restructuring costs, which in the fiscal year ended April 30, 2025 relate to costs associated with the Redomiciliation and U.S. Listing and in the fiscal year ended April 30, 2026 relate to costs associated with the Redomiciliation and U.S. Listing and the operational restructure of the United Kingdom segment. These items are excluded from adjusted EBITDA to allow investors to make a more meaningful comparison between our core performance over different periods of time, as well as with those of similar companies. EBITDA margin is defined as EBITDA divided by total revenues. Adjusted EBITDA margin is defined as adjusted EBITDA divided by total revenues.

Management believes that EBITDA, adjusted EBITDA, EBITDA margin and adjusted EBITDA margin, when viewed with the company’s results under GAAP and the accompanying reconciliations, provide useful information about our operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA help investors gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced.

Adjusted Earnings per Share (“Adjusted EPS”)

We use the non-GAAP measure “adjusted EPS” to evaluate the underlying profitability of our core operations. The composition of adjusted EPS is not addressed or prescribed by GAAP. We define adjusted EPS as earnings per share (basic) before amortization of acquired intangibles, stock based compensation expense, net and restructuring costs, which in the fiscal year ended April 30, 2026 relate to costs associated with the Redomiciliation and U.S. Listing and the operational restructure of the United Kingdom segment and in the fiscal year ended April 30, 2025 relate to costs associated with the Redomiciliation and U.S. Listing, in each case less taxation on adjusting items.

Management believes that adjusted EPS provides useful information to management and investors about the Group’s underlying profitability without regard to non-core items that may not be indicative of our main business activities, thus allowing for a more meaningful comparison between our core performance over different periods of time, as well as with those of similar companies.

Adjusted Net Assets, Adjusted Average Net Assets, and Return on Investment

We use the non-GAAP measures “adjusted net assets,” “adjusted average net assets,” and “return on investment” to provide a measure of how effectively we allocate capital to profitable investments. The composition of these measures is not addressed or prescribed by GAAP. We define

adjusted net assets as net assets excluding net debt and tax. Adjusted average net assets is defined as adjusted net assets as of each month-end of the preceding thirteen months divided by thirteen. Return on investment is defined as adjusted operating profit generated during the preceding twelve-month period divided by adjusted average net assets.

Management believes that a measure of return on investment is widely used by investors. By using adjusted operating profit as the profit component, adjusted return on investment focuses on returns from our actual operating assets and profits generated from our main business activities, which management believes allows for a more meaningful comparison of our operating efficiency between different periods of time, as well as with those of similar companies. Management further uses adjusted return on investment when reviewing operating performance to help inform capital allocation decisions within the business. It also represents one of the metrics used in our executive compensation program.

Free Cash Flow

We use the non-GAAP measure “free cash flow” to reflect the cash retained by the company prior to discretionary expenditure on acquisitions and returns to stockholders. The composition of these measures is not addressed or prescribed by GAAP. We define free cash flow as net cash provided by operating activities less net expenditure on rental and non-rental equipment (comprising payments for purchases of equipment less disposal proceeds received in relation to sales of equipment).

Management believes that free cash flow provides useful information to management and investors as an additional liquidity measure because it measures the amount of cash available, after net expenditures on rental and non-rental equipment, for activities such as making discretionary expenditures on acquisitions and providing returns to stockholders.

Net Debt

We use the non-GAAP measure “net debt” to provide an indication of the overall level of our long-term indebtedness. The composition of net debt is not addressed or prescribed by GAAP. We define net debt as total debt less cash balances.

Management believes that net debt is widely used by investors and credit rating agencies and provides useful additional information to management and investors as an indication of the Group’s financial position and ability to meet its financial obligations.

Net Leverage

We use the non-GAAP measure “net leverage” to provide an indication of the strength of the Group’s balance sheet. The composition of net leverage is not addressed or prescribed by GAAP. We define adjusted leverage as net debt divided by adjusted EBITDA generated during the preceding twelve-month period.

Management believes that providing an indication of the strength of the Group’s balance sheet provides useful additional information to management and investors. Management further believes that using adjusted EBITDA as the profit component for adjusted leverage allows for a more meaningful comparison of our financial position between different periods of time, as well as with those of similar companies. Adjusted leverage also forms part of the executive compensation targets of the Group.

Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including the U.S. Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements concerning the conditions of our industry, our operations,

our economic performance and our financial condition, including, in particular, statements relating to our business and growth strategy, and the growth and dynamics of the market segments in which we operate. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “should,” “commit,” “enable,” “estimate,” “focused on,” “positioned,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation: competition from existing and new competitors; the impact of global economic conditions (including inflation, interest rates, supply chain constraints, tariffs, trade wars and sanctions) and geopolitical risks (including risks related to international conflicts) on us, our customers and our suppliers, in the United States and the rest of the world; currency and interest rate fluctuations; seasonality of our business; our ability to attract, hire and retain qualified personnel; our ability to successfully make acquisitions and integrate acquired companies; changes in the rental rates that we can charge for the equipment in our rental fleet or our services; changes in the construction and industrial markets; changes in political, social and economic conditions and local regulations; changes in the attitude of our customers towards renting, as compared with purchasing, equipment; changes in applicable accounting standards or subjective assumptions, estimates and judgments by management related to complex accounting matters; changes in the mix of products offered in our rental fleet, industry capacity or competition; changes in environmental and safety regulations; changes in government spending or government policies; disruptions of established supply channels; the availability, terms and deployment of capital; and costs and availability of energy, and changes in transportation costs.

Further information on the risks that may affect our business is included in filings we make with the U.S. Securities and Exchange Commission from time to time, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, and other filings with the SEC. Forward-looking statements made in this press release speak only as of its date, and we undertake no obligation to update them in light of new information or future events, except as required by law.

Sunbelt Rentals Holdings, Inc.

Condensed Consolidated Statement of Income

Three Months Ended

April 30, Year Ended

April 30,

(In millions, except per share amounts) 2026 2025 2026 2025

Revenues:

Equipment rentals $ 2,520 $ 2,334 $ 10,320 $ 9,980

Sales of rental equipment 135 112 451 467

Sales of new equipment, merchandise and consumables 99 83 383 344

Total revenues 2,754 2,529 11,154 10,791

Cost of revenues:

Cost of equipment rentals, excluding depreciation 1,139 1,005 4,394 4,069

Depreciation of rental equipment 466 453 1,851 1,815

Cost of rental equipment sales 113 88 386 386

Cost of sales of new equipment, merchandise and consumables 58 48 233 201

Total cost of revenues 1,776 1,594 6,864 6,471

Gross profit 978 935 4,290 4,320

Selling, general and administrative expenses 453 308 1,651 1,385

Non-rental depreciation and amortization 115 111 458 436

Operating income 410 516 2,181 2,499

Interest expense, net 96 96 387 425

Other (income) expense, net (2) (7) (7) 4

Income before provision for income taxes 316 427 1,801 2,070

Provision for income taxes 90 98 476 517

Net income $ 226 $ 329 $ 1,325 $ 1,553

Basic earnings per share $ 0.55 $ 0.76 $ 3.15 $ 3.56

Diluted earnings per share $ 0.55 $ 0.76 $ 3.15 $ 3.55

Sunbelt Rentals Holdings, Inc.

Condensed Consolidated Balance Sheets

(In millions, except share data) April 30,

2026 April 30,

2025

ASSETS

Cash and cash equivalents $ 29 $ 21

Accounts receivable, net of allowance for credit losses of $105 and $102, respectively

1,669 1,481

Inventory 180 147

Prepaid expenses and other assets 354 372

Total current assets 2,232 2,021

Rental equipment, net 11,224 11,340

Property and equipment, net 2,063 2,038

Goodwill 3,476 3,348

Other intangible assets, net 338 433

Operating lease right-of-use assets 2,664 2,523

Other long-term assets 271 267

Total non-current assets 20,036 19,949

Total assets $ 22,268 $ 21,970

LIABILITIES AND STOCKHOLDERS’ EQUITY

Short-term debt and current maturities of long-term debt $ 550 $ —

Accounts payable 472 302

Accrued expenses and other liabilities 1,167 991

Operating lease liabilities 287 266

Total current liabilities 2,476 1,559

Long-term debt 7,033 7,500

Deferred taxes 2,394 2,288

Non-current portion of operating lease liabilities 2,577 2,434

Other long-term liabilities 379 390

Total non-current liabilities 12,383 12,612

Total liabilities 14,859 14,171

Stockholders’ equity:

Common stock – £0.10 ($0.18) par value, 451,354,833 and 430,708,216 shares issued and outstanding, respectively, as of April 30, 2025

— 82

Common stock – $0.01 par value, 413,965,587 and 410,272,086 shares issued and outstanding, respectively, as of April 30, 2026

4 —

Additional paid-in capital 204 46

Retained earnings 7,646 9,103

Treasury stock at cost – 3,693,501 and 20,111,957 shares as of April 30, 2026 and April 30, 2025, respectively

(259) (1,171)

Common stock held by the ESOT – 0 and 534,660 shares as of April 30, 2026 and April 30, 2025, respectively

— (35)

Accumulated other comprehensive loss (186) (226)

Total stockholders’ equity 7,409 7,799

Total liabilities and stockholders’ equity $ 22,268 $ 21,970

Sunbelt Rentals Holdings, Inc.

Condensed Consolidated Statements of Cash Flow

Year Ended

April 30,

(In millions) 2026 2025

Cash flows from operating activities:

Net income

$ 1,325 $ 1,553

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

2,309 2,251

Gain on sales of rental equipment

(65) (81)

Gain on sales of non-rental equipment

(6) (17)

Deferred tax expense

93 42

Non-cash operating lease expense

310 288

Stock based compensation expense

80 (9)

Provision for receivable allowances

64 28

Other

14 33

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

(Increase) decrease in accounts receivable

(206) 22

(Increase) decrease in inventory

(30) 15

Decrease (increase) in prepaid expenses and other assets

15 (74)

Increase (decrease) in accounts payable

57 2

Decrease in operating lease liabilities

(287) (268)

Increase in accrued expenses and other liabilities

111 59

Net cash provided by operating activities

$ 3,784 $ 3,844

Cash flows from investing activities

Payments for acquisition of businesses, net of cash acquired (206) (134)

Proceeds from disposal of business 16 -

Payments for purchases of rental equipment (1,842) (2,251)

Payments for purchases of non-rental property and equipment (352) (441)

Proceeds from sales of rental equipment 424 462

Proceeds from sales of non-rental property and equipment 41 61

Payments for purchases of intangibles (6) (15)

Other — —

Net cash used in investing activities

$ (1,925) $ (2,318)

Cash flows from financing activities

Proceeds from debt 1,496 1,309

Payments of debt (1,457) (1,832)

Repayments of principal under finance lease liabilities (18) (18)

Payment of contingent consideration - (13)

Dividends paid (464) (544)

Common stock repurchased by the ESOT (19) (86)

Common stock sold by the ESOT 24 —

Common stock repurchased (1,413) (342)

Net cash (used in) provided by financing activities

(1,851) (1,526)

Effect of exchange rate changes on cash and cash equivalents - -

Net increase (decrease) in cash and cash equivalents

8 —

Cash and cash equivalents at the beginning of year

21 21

Cash and cash equivalents at the end of period

$ 29 $ 21

Supplemental disclosure of cash flow information:

Cash paid for interest $ 368 $ 416

Cash paid for income taxes, net 332 425

Sunbelt Rentals Holdings, Inc.

Segment Results

($ in millions) North America

– General Tool North America

– Specialty United

Kingdom

Three Months Ended April 30, 2026

Equipment rentals 1,438 884 198

Sales of rental equipment 102 17 16

Sales of new equipment, merchandise and consumables

42 37 20

Total revenues 1,582 938 234

Cost of rental equipment sales (93) (5) (13)

Staff costs1)

(333) (185) (66)

Depreciation (358) (141) (43)

Other segment items2)

(397) (328) (98)

Adjusted segment operating profit 401 279 14

Add Back: Depreciation

358 141 43

Adjusted segment EBITDA 759 420 57

Adjusted segment EBITDA margin 48 % 45 % 24 %

Three Months Ended April 30, 2025

Equipment rentals 1,377 768 189

Sales of rental equipment 80 20 12

Sales of new equipment, merchandise and consumables

41 22 20

Total revenues 1,498 810 221

Cost of rental equipment sales (69) (11) (8)

Staff costs1)

(300) (168) (63)

Depreciation (350) (133) (42)

Other segment items2)

(328) (242) (93)

Adjusted segment operating profit 451 256 15

Add Back: Depreciation

350 133 42

Adjusted segment EBITDA 801 389 57

Adjusted segment EBITDA margin 53 % 48 % 26 %

Year Ended April 30, 2026

Equipment rentals 6,013 3,505 802

Sales of rental equipment 324 77 50

Sales of new equipment, merchandise and consumables

170 133 80

Total revenues 6,507 3,715 932

Cost of rental equipment sales (273) (71) (38)

Staff costs1)

(1,325) (716) (267)

Depreciation (1,415) (545) (175)

Other segment items2)

(1,562) (1,207) (393)

Adjusted segment operating profit 1,932 1,176 59

Add Back: Depreciation

1,415 545 175

Adjusted segment EBITDA 3,347 1,721 234

Adjusted segment EBITDA margin 51 % 46 % 25 %

($ in millions) North America

– General Tool North America

– Specialty United

Kingdom

Year Ended April 30, 2025

Equipment rentals 5,889 3,313 778

Sales of rental equipment 338 79 50

Sales of new equipment, merchandise and consumables

170 95 79

Total revenues 6,397 3,487 907

Cost of rental equipment sales (280) (73) (33)

Staff costs1)

(1,224) (677) (258)

Depreciation (1,384) (539) (171)

Other segment items2)

(1,416) (1,060) (372)

Adjusted segment operating profit 2,093 1,138 73

Add Back: Depreciation

1,384 539 171

Adjusted segment EBITDA 3,477 1,677 244

Adjusted segment EBITDA margin 54 % 48 % 27 %

1) Staff costs comprise salaries and related benefits and retirement costs.

2) Other segment items comprised of spares, vehicle, facility and other miscellaneous costs.

Dollar Utilization

As of April 30,

Dollar utilization 2026 2025

North America – General Tool 47 % 48 %

North America – Specialty 75 % 73 %

United Kingdom 53 % 53 %

Adjusted Operating Profit and Adjusted Operating Profit Margin

Three Months Ended

April 30, Year Ended

April 30,

($ in millions) 2026 2025 2026 2025

Operating income

410 516 2,181 2,499

Other income (expense), net

2 7 7 (4)

Amortization of acquired intangibles 28 28 113 114

Stock based compensation expense, net 25 (15) 65 (9)

Restructuring costs:1)

Staff costs 18 2 33 4

Impairment 2 — 19 —

Other restructuring costs 31 7 82 11

Adjusted operating profit

516 545 2,500 2,615

Total revenues 2,754 2,529 11,154 10,791

Operating income margin2)

15 % 20 % 20 % 23 %

Adjusted operating profit margin 19 % 22 % 22 % 24 %

1)Restructuring costs relate to staff, impairment and other costs incurred in relation to the Redomiciliation and U.S. Listing and, in the year ended April 30, 2026, the operational restructure of the United Kingdom segment.

2)Operating income margin is calculated as operating income divided by total revenues.

Adjusted Pre-tax Profit

Three Months Ended

April 30, Year Ended

April 30,

($ in millions) 2026 2025 2026 2025

Net income 226 329 1,325 1,553

Provision for income taxes 90 98 476 517

Amortization of acquired intangibles 28 28 113 114

Stock based compensation expense, net 25 (15) 65 (9)

Restructuring costs:1)

Staff costs 18 2 33 4

Impairment 2 – 19 –

Other restructuring costs 31 7 82 11

Adjusted pre-tax profit 420 449 2,113 2,190

EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin

Three Months Ended

April 30, Year Ended

April 30,

($ in millions, unless otherwise stated) 2026 2025 2026 2025

Net income

226 329 1,325 1,553

Provision for income taxes 90 98 476 517

Interest expense, net

96 96 387 425

Depreciation of rental equipment 466 453 1,851 1,815

Non-rental depreciation and amortization 115 111 458 436

EBITDA 993 1,087 4,497 4,746

Stock based compensation expense, net 25 (15) 65 (9)

Restructuring costs:1)

Staff costs 18 2 33 4

Other restructuring costs 31 7 82 11

Adjusted EBITDA 1,067 1,081 4,677 4,752

Total revenues 2,754 2,529 11,154 10,791

Net income margin2)

8 % 13 % 12 % 14 %

EBITDA margin 36 % 43 % 40 % 44 %

Adjusted EBITDA margin 39 % 43 % 42 % 44 %

1) Restructuring costs relate to staff, impairment and other costs incurred in relation to the redomiciliation and U.S. Listing and, in the year ended April 30, 2026, the operational restructure of the United Kingdom segment.

2) Net income margin is calculated as net income divided by total revenues.

Adjusted EPS

($ per share amounts) Three Months Ended

April 30, Year Ended

April 30,

2026 2025 2026 2025

Basic earnings per share 0.55 0.76 3.15 3.56

Amortization of acquired intangibles 0.07 0.06 0.27 0.26

Stock based compensation expense, net 0.06 (0.03) 0.15 (0.02)

Restructuring costs:1)

Staff costs 0.04 0.01 0.07 0.01

Impairment 0.01 0.00 0.05 0.00

Other restructuring costs 0.07 0.02 0.19 0.03

Taxation on adjusting items2)

(0.06) (0.01) (0.16) (0.06)

Adjusted EPS 0.74 0.81 3.72 3.78

Weighted-average common shares used in per share calculations 412,475,377 433,442,231 420,382,197 435,873,592

2)Taxation on adjusting items reflects the tax arising in relation to the items detailed above, calculated at the statutory rate of the relevant jurisdiction.

Adjusted Average Net Assets, Adjusted Net Assets and Return on Investment

($ in millions, unless otherwise stated)

As of April 30,

2026 2025

Net income1)

1,325 1,553

Adjusted operating profit2) 3)

2,500 2,615

Net assets 7,409 7,799

Add back: Net debt

7,554 7,479

Add back: Tax

2,418 2,278

Adjusted net assets 17,381 17,556

Adjusted average net assets 17,593 17,733

Return on investment 14% 15%

1) Net income generated during the preceding twelve-month period.

2) Adjusted operating profit is a non-GAAP measure. Please see above for a reconciliation to net income, the most directly comparable GAAP measure.

3) Adjusted operating profit generated during the preceding twelve-month period.

Free Cash Flow

Three Months Ended

April 30, Year Ended

April 30,

($ in millions) 2026 2025 2026 2025

Net cash provided by operating activities

950 989 3,784 3,844

Payments for purchases of rental equipment (402) (197) (1,842) (2,251)

Payments for non-rental property and equipment (73) (73) (352) (441)

Proceeds from sales of rental equipment 142 158 424 462

Proceeds from disposal of non-rental property and equipment 10 16 41 61

Free cash flow 627 893 2,055 1,675

Net Debt

($ in millions)

As of April 30,

2026 2025

Total debt1)

7,583 7,500

Cash and cash equivalents (29) (21)

Net debt 7,554 7,479

1) Total debt includes outstanding amounts under our ABL Facility and Senior Notes.

Net Leverage

As of April 30,

($ in millions) 2026 2025

Net income1)

1,325 1,553

Adjusted EBITDA2) 3)

4,677 4,752

Total debt4)

7,583 7,500

Net debt5)

7,554 7,479

Debt to net income ratio 5.7x 4.8x

Net leverage 1.6x 1.6x

1) Net income generated during the preceding twelve-month period.

2) Adjusted EBITDA is a non-GAAP measure. Please see above for a reconciliation to net income, the most directly comparable GAAP measure.

3) Adjusted EBITDA generated during the preceding twelve-month period.

4) Total debt includes outstanding amounts under our ABL Facility and Senior Notes.

5) Net debt is a non-GAAP measure. Please see above for a reconciliation to long-term debt, the most directly comparable GAAP measure.

Operating Statistics

As of April 30,

Number of Rental Stores 2026 2025

North America - General Tool 814 781

North American - Specialty 614 588

United Kingdom 183 191

Total Number of Rental Stores 1,611 1,560

As of April 30,

Employee Count 2026 2025

Full Time 25,751 24,738

Part-time 265 303

North America 21,826 20,692

United Kingdom 4,190 4,349

Total Count of Employees 26,016 25,041

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