Sunbelt Rentals posts Q3 results, shifts to US GAAP

Sunbelt Rentals Holdings, Inc. reported its financial results for the quarter ended January 31, 2026 through a press release furnished as Exhibit 99.1.

Rhea-AI Filing Summary

Sunbelt Rentals Holdings, Inc. reported its financial results for the quarter ended January 31, 2026 through a press release furnished as Exhibit 99.1. The results relate to the company’s new role as the parent holding company of Ashtead Group plc following a U.S. redomiciliation transaction.

Because of this move from the U.K. to the United States, Sunbelt Rentals is transitioning its accounting standards from IFRS to U.S. GAAP. To help investors understand this change, the company posted an income statement presentation prepared under U.S. GAAP by fiscal quarter starting with the first quarter of fiscal 2025, which is attached as Exhibit 99.2 and available on its investor relations website.

Insights

Accounting & Reporting Analyst

Sunbelt pairs earnings disclosure with a key shift from IFRS to U.S. GAAP.

Sunbelt Rentals Holdings, Inc. furnished quarterly results for the period ended January 31, 2026 and highlighted its new status as parent holding company of Ashtead Group plc after a U.S. redomiciliation. This links operational reporting to a broader corporate reorganization.

The transition from IFRS to U.S. GAAP is significant for comparability, as it changes how revenue, expenses, and earnings are recognized. By providing a U.S. GAAP income statement by fiscal quarter beginning with fiscal 2025 in Exhibit 99.2, the company offers a structured view of results under the new standard.

The information is furnished, not filed, which limits associated Exchange Act liabilities and means future filings will provide the authoritative record. Subsequent periodic reports using U.S. GAAP will clarify how the accounting shift affects reported performance over time.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Sunbelt Rentals Holdings, Inc. (SUNB) announce in this 8-K?

Sunbelt Rentals announced financial results for the quarter ended January 31, 2026 via a press release attached as Exhibit 99.1. The company also described its transition to U.S. GAAP reporting and its new role as parent holding company of Ashtead Group plc.

Which period do Sunbelt Rentals’ newly reported results in this 8-K cover?

The reported results cover the fiscal quarter ended January 31, 2026. These figures are described in a press release dated March 12, 2026, which is furnished as Exhibit 99.1 and incorporated by reference into the current report on Form 8-K.

Why is Sunbelt Rentals (SUNB) transitioning from IFRS to U.S. GAAP?

Sunbelt Rentals is transitioning from IFRS to U.S. GAAP because it became the U.S.-domiciled parent holding company of Ashtead Group plc following a court-approved U.S. redomiciliation. This corporate move aligns its financial reporting framework with U.S. generally accepted accounting principles.

What information is included in Sunbelt Rentals’ Exhibit 99.2 U.S. GAAP presentation?

Exhibit 99.2 contains a U.S. GAAP presentation of Sunbelt Rentals’ income statement by fiscal quarter, beginning with the first quarter of fiscal year 2025. It was posted on March 12, 2026 on the company’s investor relations website and helps explain results under U.S. GAAP.

How does the U.S. redomiciliation affect Ashtead Group plc and Sunbelt Rentals?

Following the U.S. redomiciliation, Sunbelt Rentals became the parent holding company of Ashtead Group plc. This change supports Ashtead’s previously announced plan to move its primary listing to the New York Stock Exchange and to change its corporate domicile to the United States.

Are Sunbelt Rentals’ Exhibits 99.1 and 99.2 considered filed under the Exchange Act?

The company states that the information furnished under Item 2.02, including Exhibit 99.1, is not deemed filed for Section 18 of the Exchange Act. It will not be incorporated into Securities Act or Exchange Act filings unless specifically referenced there.

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Accepted by SEC EDGAR 03/12/2026 - 07:17 AM Learn about SEC filing dates

0002083785false00020837852026-03-122026-03-12

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): March 12, 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 March 12, 2026, Sunbelt Rentals Holdings, Inc. (“Sunbelt Rentals” or the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended January 31, 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.

As previously announced, the Company has become the parent holding company of Ashtead Group plc, a company limited by shares incorporated under the laws of England and Wales (“Ashtead”), pursuant to a court-approved scheme of arrangement under Part 26 of the U.K. Companies Act 2006, as part of Ashtead’s previously announced intention to transfer its primary listing from the London Stock Exchange to the New York Stock Exchange and to change its corporate domicile to the United States (the “U.S. Redomiciliation”). As a result of the completion of U.S. Redomiciliation, the Company is transitioning its accounting standards from International Financial Reporting Standards to U.S. generally accepted accounting principles (“U.S. GAAP”). On March 12, 2026, the Company posted a presentation in the Investor Relations section of its website at https://ir.sunbeltrentals.com, which presents the Company’s income statement prepared in accordance with U.S. GAAP, by fiscal quarter, beginning with the first quarter of fiscal year 2025. A copy of the presentation is attached hereto as Exhibit 99.2. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.2.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1#						Press Release dated March 12, 2026.
99.2#						U.S. GAAP Presentation dated March 12, 2026.
104#						Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Filed herewith

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: March 12, 2026			By:			/s/ Lynne Fuller-Andrews
						Name: Lynne Fuller-Andrews
						Title: Executive Vice President, General Counsel and Corporate Secretary

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 428.9 KB
• EX-99.2 EX-99.2 8.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB