10-K 0001067701-26-000007 (2026-01-28) vs 10-K 0001067701-25-000008 (2025-01-29)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 10,403 |
13.7% |
| MD&A | Item 7 | 11,441 |
21.9% |
| Legal Proceedings | Item 3, via Note 14 – Commitments and Contingencies | 321 |
0.0% |
| Accounting Policies | Item 8, Note 2 – Summary of Significant Accounting Policies | 2,926 |
15.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 246 words changed in this paragraph; it is 50% similar to last year's version.
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).
Source: Item 7, 10-K 0001067701-26-000007 vs Item 7, 10-K 0001067701-25-000008
Risk Factors 191 words changed in this paragraph; it is 54% similar to last year's version.
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.
Source: Item 1A, 10-K 0001067701-26-000007 vs Item 1A, 10-K 0001067701-25-000008
Accounting Policies 163 words changed in this paragraph; it is 42% similar to last year's version.
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.
Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001067701-26-000007 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001067701-25-000008
Every change, by type
Sentences and paragraphs of URI's Risk Factors and MD&A, 10-K 2026-01-28 against 10-K 2025-01-29.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
We rely on borrowings under the ABL facility and the accounts receivable securitization facility to provide funds to operate our business and make capital expenditures, and our business would be adversely affected if those facilities are not available to be drawn, or amounts available to be drawn are reduced.
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedRisk Factors
•expectations regarding our share repurchase programs and the amount of share repurchases thereunder;
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedRisk Factors
In April 2025, our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under this program began in April 2025. Subsequent to the enactment of the 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 current share repurchase program, from $1.5 billion to $2.0 billion. We have completed $1.65 billion of repurchases under the program as of December 31, 2025, and expect to complete the program in the first quarter of 2026. On January 28, 2026, our Board of Directors authorized a new $5.0 billion share repurchase program. The program is expected to commence after completion of the current program, and does not have an established expiration date. We intend to repurchase $1.15 billion under the program in 2026.
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedRisk Factors
We collect, use, process, and store proprietary information and personal, sensitive, or confidential data relating to our business, customers, and employees. Privacy laws and similar regulations in many jurisdictions where we do business require that we take significant steps to safeguard that information, and these laws and regulations continue to evolve. New laws may add a broad array of requirements on how we handle or use information, increase our compliance obligations and impose new
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedRisk Factors
We may fail to respond adequately to changes in technology and customer demands, which could adversely affect our results of operation, financial condition and cash flows.
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedRisk Factors
In recent years, our industry and end-markets have been characterized by rapid changes in technology and customer demands. Our ability to continually improve our current processes and customer-facing tools in response to changes in technology or in customer expectations is essential in maintaining our competitive position and maintaining current levels of customer satisfaction. Failure to correctly identify and predict customer needs and preferences, to deliver high quality, innovative and competitive products to the market, to adequately protect our intellectual property rights or to acquire rights to third-party technologies, to provide adequate data security and privacy protections, and to stimulate customer demand for, and convince customers to adopt, new products, digital solutions and support services, could adversely affect our consolidated results of operations, financial condition and cash flows. In addition, we may experience technical or other difficulties that could delay or prevent the development or implementation of new products, digital solutions and support services. We also may not achieve the benefits that we anticipate from new technologies we develop or implement. The effects of these risks may, individually or in the aggregate, materially adversely affect our results of operations, financial condition and cash flows.
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedRisk Factors
We use AI in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our business or results of operations.
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedRisk Factors
We incorporate AI solutions into our products, services and features, and we leverage AI in our product development and our operations. If we are unable to effectively integrate AI into our business processes or keep pace with rapidly evolving AI technological developments, we may face a competitive disadvantage. At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, privacy and compliance issues, ethical concerns, confidentiality, reputational harm, and security risks. It is difficult to predict all the risks related to the use of AI. Changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to legal liability. The cost of complying with laws and regulations governing AI could be significant and would increase our operating expenses, which could adversely affect our business, financial condition, results of operations and cash flows. Further, market demand and acceptance of AI technologies are uncertain, and our efforts to further incorporate AI into our processes may not succeed.
Read it in 10-K 2026-01-28 at sec.gov ↗
RemovedRisk Factors
To service our indebtedness, we require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.
Read it in 10-K 2025-01-29 at sec.gov ↗
RemovedRisk Factors
We depend on cash on hand and cash flows from operations to make scheduled debt payments. To a significant extent, our ability to do so is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not be able to generate sufficient cash flow from operations to repay our indebtedness when it becomes due and to meet our other cash needs. If we are unable to service our indebtedness and fund our operations, we will have to adopt an alternative strategy that may include:
Read it in 10-K 2025-01-29 at sec.gov ↗
RemovedRisk Factors
The amount of borrowings permitted under our ABL facility and the accounts receivable securitization facility may fluctuate significantly, which may adversely affect our liquidity, results of operations and financial position.
Read it in 10-K 2025-01-29 at sec.gov ↗
RemovedRisk Factors
We rely on available borrowings under the ABL facility and the accounts receivable securitization facility for cash to operate our business, which subjects us to market and counterparty risk, some of which is beyond our control.
Read it in 10-K 2025-01-29 at sec.gov ↗
RemovedRisk Factors
Acquisitions, including the pending acquisition of H&E, entail certain risks, including:
Read it in 10-K 2025-01-29 at sec.gov ↗
RemovedRisk Factors
In January 2024, our Board of Directors authorized a share repurchase program, under which we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $1.5 billion, excluding fees, commissions and other ancillary expenses. We have completed $1.25 billion of repurchases under the program as of December 31, 2024. We have paused repurchases under 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. We currently intend to complete 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, including paying down debt.
Read it in 10-K 2025-01-29 at sec.gov ↗
RewordedRisk Factors
There can be no assurance that we will be able to identify suitable acquisition opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
These systems may be subject to interruptions due to technological errors, bugs, defects or vulnerabilities, system capacity constraints, human errors, computer or communications failures, power loss, disruptions during upgrades or replacements of software or hardware or integrations of acquired businesses systems, adverse acts of nature and other unexpected events.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
Although we have insurance to protect ourselves against claims in connection with these activities, we cannot guarantee that any insurance coverage will be sufficient or that we will continue to be able to obtain such coverage at reasonable rates or at all.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
In addition to cash we generate from our business, our principal existing sources of cash funds to support operations and make capital expenditures on equipment and other items are borrowings available under the ABL facility and the accounts receivable securitization facility.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
Even if we adopt an alternative strategy, the strategy may not be successful and we may continue to be unable not have sufficient liquidity to service our indebtedness debt and fund our operations.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
Disruptions in our information technology systems, or those of our third-party vendors’ information technology systems vendors, could adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, implement strategic initiatives or support our online ordering system.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
We rely on the continuous and uninterrupted performance of our information technology systems, and those of our third-party vendors’ information technology systems vendors, to be able to monitor and control our operations, adjust to changing market conditions, implement strategic initiatives and support our online ordering system.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
We depend on the security of our information technology systems, and those of our third-party vendors’ information technology systems vendors, to support numerous business processes and activities, including our online ordering system.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
Our failure to address these risks or other problems encountered in connection with any past or future acquisitions, including the pending acquisition of H&E, acquisitions could cause us to fail to realize the anticipated benefits of the acquisitions over the timeframe we expect, or at all, cause us to incur unanticipated liabilities or harm our existing operations or our business generally.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
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. facility for five consecutive business days.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedRisk Factors
These restrictions may also make more difficult or discourage a takeover of us, whether favored or opposed by our management and/or our Board board of Directors. directors (“Board of Directors”).
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedMD&A
•Amended our term loan facility, which bears interest based on the Secured Overnight Financing Rate (“SOFR”) plus a spread, primarily to reduce the spread;
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedMD&A
•Redeemed all $500 principal amount of our 5 1/2 percent Senior Notes due 2027; and
Read it in 10-K 2026-01-28 at sec.gov ↗
AddedMD&A
Merger Termination Benefit. In January 2025, we announced that we had signed a merger agreement to acquire H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”). In February 2025, following the termination of that merger agreement, we received a break-up fee of $64. Our results for the year ended December 31, 2025 include a net $39 merger termination benefit, which reflects this break-up fee, net of related transaction costs. The net merger termination benefit is comprised of $12 of professional fees recorded in selling, general and administrative ("SG&A") expenses, $13 of bridge financing fees recorded in interest expense, net, and the break-up fee of $64 recorded in other income, net. For the year ended December 31, 2025, the impact of the merger termination was a $29 after-tax benefit, or $0.45 per diluted share, for net income and a $52 benefit for adjusted EBITDA (as defined below).
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AddedMD&A
(4)The amount for the year ended December 31, 2025 primarily reflects bridge financing fees associated with the terminated H&E acquisition discussed above.
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AddedMD&A
Allowance for Credit Losses. We maintain allowances for credit losses. These allowances reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience and, as applicable, current
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AddedMD&A
Interest expense, net for the year ended December 31, 2025 did not change significantly year-over-year, as the impact of decreased variable debt interest rates was offset by increased average debt. The weighted average interest rates on our variable debt instruments were 5.4 percent and 6.3 percent for the years December 31, 2025 and 2024, respectively. Interest expense, net
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AddedMD&A
for the year December 31, 2025 includes the bridge financing fees associated with the terminated H&E acquisition discussed above.
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AddedMD&A
outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $13 of finance leases of our non-guarantor subsidiaries.
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RemovedMD&A
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. 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. With approximately $2.9 billion of rental fleet at original cost as of September 30, 2024, H&E serves a diverse mix of customers across both construction and industrial markets through its network of approximately 160 branches in over 30 U.S. states. For the 12 months ending September 30, 2024, H&E had revenues of $1.518 billion.
Read it in 10-K 2025-01-29 at sec.gov ↗
RemovedMD&A
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.
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RemovedMD&A
(6)This primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes.
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RemovedMD&A
(4)This primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes.
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RemovedMD&A
For the year ended December 31, 2024, year-over-year, net income increased $151, or 6.2 percent, and net income margin decreased 10 basis points to 16.8 percent (because net income margin did not change significantly year-over-year, further explanation of the change is not included herein). For the year ended December 31, 2024, year-over-year, adjusted EBITDA increased $303, or 4.4 percent, and adjusted EBITDA margin decreased 110 basis points to 46.7 percent.
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RemovedMD&A
(4)We completed the acquisition of Ahern Rentals in December 2022. The pro forma information includes the standalone, pre-acquisition results of Ahern Rentals. Pro forma information is not reflected above for 2024 versus 2023 because Ahern Rentals was fully included in our results for both years.
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RemovedMD&A
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.
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RemovedMD&A
As discussed in note 5 to our consolidated financial statements, our reportable segments are general rentals and specialty. The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers,
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RemovedMD&A
Interest expense, net for the year ended December 31, 2024 increased by 8.8 percent year-over-year primarily due to increased average debt, including the debt issued to partially fund the Yak acquisition discussed above.
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RemovedMD&A
(1) The outstanding and maximum amounts of debt under the ABL facility exceeded the average outstanding amount primarily due to the use of borrowings under the facility to fund seasonal expenditures and acquisition activity.
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RemovedMD&A
(3) The maximum amount of debt under the accounts receivable securitization facility exceeded the average outstanding amount primarily due to normal usage of increased availability under the facility. Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans. The maximum amount of debt above reflects normal usage of the available borrowings based on the amount of the receivables in the collateral pool (see note 12 to the consolidated financial statements for further detail). In May 2024, the accounts receivable securitization facility was amended, primarily to extend the maturity date and to increase the facility size from $1.3 billion to $1.5 billion, which also contributed to the difference in the average and maximum amounts outstanding.
Read it in 10-K 2025-01-29 at sec.gov ↗
RewordedMD&A
The table below presents information on payments coming due under the most significant categories of our needs for cash (excluding operating cash flows pertaining to normal business operations, such as human capital costs, which are not accurately estimable) as of December 31, 2024:2025 2026 2025:2026 2027 2028 2029 2030 Thereafter Total Debt and finance leases (1) $ 1,178 1,577 $ 77 851 $ 3,571 1,747 $ 1,707 1,537 $ 1,513 3,170 $ 5,426 5,420 $ 13,472 14,302 Interest due on debt (2) 659 632 546 364 354 482 3,037 662 626 518 507 330 498 3,141 Operating leases (1) 351 318 266 212 152 300 1,599 379 333 280 221 151 297 1,661 Purchase obligations (3) 3,469 10 3,425 3 — — — — 3,479 3,428
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedMD&A
The Adjusted EBITDA margin decreased 120 basis points to 45.5 percent, primarily reflecting 1) decreased gross margin from equipment rentals (excluding depreciation and stock compensation expense) and 2) decreased gross margin from sales of rental equipment (excluding the adjustment for the impact of the fair value mark-up of acquired fleet) fleet), which primarily reflects reflected the continued normalization of the used equipment market, including pricing. pricing, partially offset by 3) the impact of the H&E break-up fee discussed above.
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RewordedMD&A
Year Ended December 31, 2025 2024 2023 2022 Tax rate applied to items below 25.3 25.2 % 25.3 % 25.3 % Contribution to net income (after-tax) Impact on diluted earnings per share Contribution to net income (after-tax) Impact on diluted earnings per share Contribution to net income (after-tax) Impact on diluted earnings per share Merger related intangible asset amortization (1) $ (122) $ (1.89) $ (143) $ (2.14) $ (160) $ (2.33) $ (126) $ (1.79) Impact on depreciation related to acquired fleet and property and equipment (2) (72) (1.11) (102) (1.53) (113) (1.65) (40) (0.56) Impact of the fair value mark-up of acquired fleet (3) (23) (0.36) (47) (0.71) (81) (1.17) (20) (0.29) Restructuring charge (4) — (0.01) (2) (0.04) (21) (0.31) — — Asset impairment charge (5) (4) (0.06) (3) (0.05) — — (2) (0.03) Loss on repurchase/redemption/amendment of debt (6) Debt related losses (1) (0.02) (1) (0.01) — — (13) (0.18)
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2025 2024 2023 2022 Net income $ 2,494 $ 2,575 $ 2,424 $ 2,105 Provision for income taxes 844 813 787 697 Interest expense, net 716 691 635 445 Depreciation of rental equipment 2,670 2,466 2,350 1,853 Non-rental depreciation and amortization 438 437 431 364 EBITDA 7,162 6,982 6,627 5,464 Restructuring charge (1) 1 3 28 — Stock compensation expense, net (2) 134 112 94 127 Impact of the fair value mark-up of acquired fleet (3) 31 63 108 27 Adjusted EBITDA $ 7,328 $ 7,160 $ 6,857 $ 5,618 Net income margin 15.5 % 16.8 % 16.9 % 18.1 % Adjusted EBITDA margin 45.5 % 46.7 % 47.8 % 48.3 %
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedMD&A
Additionally, the Although interest rates declined in 2025 (the weighted average interest rates on our variable debt instruments were 5.4 percent in 2025 and 6.3 percent in 2024 and 1.4 percent 2024), interest rates on our debt instruments have increased in 2021. recent years.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedMD&A
Amortization of deferred financing costs and original issue discounts (15) (15) (14) (13) Gain on sales of rental equipment 635 710 786 566 Gain on sales of non-rental equipment 18 17 21 9 Insurance proceeds from damaged equipment 50 51 38 32 Restructuring charge (1) (1) (3) (28) — Stock compensation expense, net (2) (134) (112) (94) (127) Loss on repurchase/redemption/amendment of debt Debt related losses (4) (15) (1) — (17) Changes in assets and liabilities 129 121 107 (151) Cash paid for interest 703 674 614 406 Cash paid for income taxes, net 602 994 493 326 EBITDA 7,162 6,982 6,627 5,464 Add back:
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RewordedMD&A
See the consolidated statements of cash flows for further information on changes in cash and cash equivalents, the consolidated statements of stockholders’ equity for further information on changes in stockholders’ equity, note 8 for further detail on property and equipment, net, note 9 for further detail on goodwill, note 10 for further detail on accrued expenses and other liabilities, and note 12 11 for further detail on short-term and long-term debt.
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RewordedMD&A
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 the prior program that was completed in the first quarter of 2025).
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedMD&A
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).
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedMD&A
The guarantees of the guarantor subsidiaries are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the guarantor subsidiary, the sale of all or substantially all of the guarantor subsidiary's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met, designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants or the notes being rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, certain rating agencies as specified in certain circumstances, another rating agency selected by URNA. the applicable indenture.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedMD&A
We did not pay any dividends prior to 2023, and in 2024 and 2023, we paid dividends totaling $464 ($7.16 per share), $434 ($6.52 per share) and $406 ($5.92 per share), share) in 2025, 2024 and 2023, respectively.
Read it in 10-K 2026-01-28 at sec.gov ↗
RewordedMD&A
As of December 31, 2024, 2025, the indebtedness of our non-guarantors was comprised of (i) $1.085 $1.459 billion of outstanding borrowings by the SPV in connection with the Company’s accounts receivable securitization facility, (ii) $104 $136 of outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $11 of finance leases of our non-guarantor subsidiaries.
Read it in 10-K 2026-01-28 at sec.gov ↗
