URIUnited Rentals

In October 2022, our Board of Directors authorized a $1.25 billion share repurchase program, which was completed in the first quarter of 2024. In January 2024, April 2025, our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under this the program began in March 2024, following April 2025. Subsequent to the completion enactment of the $1.25 new federal tax legislation discussed below (see note 13 to the consolidated financial statements) in July 2025, and with consideration of the expected cash flow benefit associated with the legislation, our Board of Directors approved an increase in the size of the share repurchase program, from $1.5 billion program. to $2.0 billion. We repurchased $1.25 $1.65 billion under this program in 2024. We have paused repurchases under 2025, and intend to complete the program due to our pending acquisition of H&E. As discussed in note 19 to the consolidated financial statements, on January 13, 2025, we entered into a definitive merger agreement to acquire H&E, which is expected to close in the first quarter of 2025. 2026. On January 28, 2026, our Board of Directors authorized a new $5.0 billion share repurchase program. We currently plan to begin repurchases under the new program following the planned completion of the existing $2.0 billion share repurchase program in the first quarter of 2026. This program does not have an established expiration date, and we intend to complete repurchase $1.15 billion under the share repurchase program; however, we will re-evaluate the timing over which we expect to do so as we integrate H&E and assess other potential uses of capital. program in 2026. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $13 $18 in 2024. 2025 (the total excise tax amount relates to both the current program and a prior program that was completed in the first quarter of 2025). Since 2012, we have repurchased a total of $7.478 $9.396 billion (inclusive of immaterial excise taxes, which were first imposed in 2023) of Holdings' common stock under our share repurchase programs (comprised of eight nine programs that have ended and the current program).

Although the Board of Directors has authorized the share repurchase program, the share repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The timing and amount of repurchases, if any, will depend upon several factors, including market and legislative conditions, the trading price of the Company’s common stock and the nature of other investment opportunities. For example, the Inflation Reduction Act imposes a one percent tax on stock repurchases, subject to certain adjustments, by publicly traded U.S. companies, including us, and may impact our decision to engage in share repurchases. Also, our ability to repurchase shares of stock may be limited by restrictive covenants in our debt agreements. The repurchase program may be limited, suspended or discontinued at any time without prior notice. In addition, repurchases Repurchases of our common stock pursuant to our share repurchase program programs could affect our stock price and increase its volatility. The existence of a share repurchase program programs could cause our stock price to be higher than it would be in the absence of such a program programs and could potentially reduce the market liquidity for our stock. Additionally, our share repurchase program programs could diminish our cash reserves, which may impact our ability to finance future growth, to continue to pay a dividend and to pursue possible future strategic opportunities and acquisitions. There can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock. Although our share repurchase program is programs are intended to enhance long-term stockholder value, there is no assurance that it they will do so and short-term stock price fluctuations could reduce the program’s effectiveness. effectiveness of the programs.

Improvements to Reportable Segment Income Tax Disclosures. In November December 2023, the FASB issued ASU 2023-07, 2023-09, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require, among other things, requires 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 disaggregated income taxes paid, prescribes standard categories for 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 components of the title effective tax rate reconciliation, 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 modifies other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2023 2024 and interim disclosures are required for periods within fiscal years beginning after December 15, 2024. 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 reportable segment income tax-related disclosures, which are included in note 5 13 to our consolidated financial statements.