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Sunbelt Rentals (NYSE: SUNB) CEO has shares withheld to cover PSU taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sunbelt Rentals Holdings, Inc. Chief Executive Officer Brendan Horgan reported a tax-related share disposition tied to equity compensation. On the vesting of previously granted performance stock units, 24,567 shares of common stock were withheld at $86.06 per share to cover tax withholding obligations rather than being sold on the open market.

The footnote explains that the performance condition for these PSUs was deemed satisfied on March 2, 2026 in connection with the company’s initial listing on the New York Stock Exchange. After the withholding, Horgan continues to hold 702,834 shares of common stock directly, reflecting a substantial ongoing equity stake in Sunbelt Rentals.

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Insider Horgan Brendan
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 24,567 $86.06 $2.11M
Holdings After Transaction: Common Stock — 702,834 shares (Direct)
Footnotes (1)
  1. [object Object]
Shares withheld for taxes 24,567 shares Withheld upon PSU vesting to pay tax obligations
Withholding price per share $86.06 per share Value used for tax-withholding disposition
Shares held after transaction 702,834 shares CEO’s direct common stock holdings following withholding
Tax-withholding shares (summary) 24,567 shares TaxWithholdingShares in transaction summary
Transaction date June 19, 2026 Date of reported tax-withholding disposition
PSU performance condition date March 2, 2026 Date performance condition deemed satisfied for PSUs
performance stock units financial
"Represents shares withheld upon the vesting of performance stock units ("PSUs") to pay tax withholding obligations."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
tax withholding obligations financial
"Represents shares withheld upon the vesting of performance stock units ("PSUs") to pay tax withholding obligations."
initial listing market
"The performance condition of the then-outstanding PSUs was deemed satisfied on March 2, 2026, in connection with the Registrant's initial listing on the New York Stock Exchange."
New York Stock Exchange market
"deemed satisfied on March 2, 2026, in connection with the Registrant's initial listing on the New York Stock Exchange"
The New York Stock Exchange is a marketplace where people buy and sell shares of publicly traded companies. It functions like a busy trading hub, helping investors transfer ownership of company parts and providing a way to gauge how well businesses are doing. Its role is vital because it offers liquidity and transparency, making it easier for investors to buy and sell investments confidently.
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FAQ

What insider transaction did Sunbelt Rentals (SUNB) report for its CEO?
Sunbelt Rentals CEO Brendan Horgan reported a tax-related share disposition. 24,567 common shares were withheld to cover taxes on vested performance stock units, rather than sold on the market, as part of routine equity compensation settlement.

How many Sunbelt Rentals (SUNB) shares were withheld for CEO tax obligations?
A total of 24,567 Sunbelt Rentals common shares were withheld. These shares satisfied tax withholding obligations arising from the vesting of performance stock units, using a price of $86.06 per share for the tax calculation.

What price per share was used for Sunbelt Rentals (SUNB) CEO tax withholding?
The tax withholding used a price of $86.06 per Sunbelt Rentals common share. This value determined how many shares were withheld to cover the CEO’s tax obligations on vested performance stock units granted as compensation.

How many Sunbelt Rentals (SUNB) shares does the CEO hold after this transaction?
After the tax withholding disposition, CEO Brendan Horgan directly holds 702,834 Sunbelt Rentals common shares. This figure reflects his remaining equity stake following the withholding of 24,567 shares used to satisfy related tax obligations.

What triggered the vesting of Sunbelt Rentals (SUNB) performance stock units?
The vesting trigger was the performance condition being deemed satisfied on March 2, 2026. This occurred in connection with Sunbelt Rentals’ initial listing on the New York Stock Exchange, allowing the performance stock units to settle into common shares.

Was the Sunbelt Rentals (SUNB) CEO’s Form 4 transaction an open-market sale?
No, it was not an open-market sale. The Form 4 describes a tax-withholding disposition where 24,567 shares were withheld upon vesting of performance stock units solely to satisfy tax obligations, rather than being sold to third-party buyers.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Horgan Brendan
(Last)(First)(Middle)
1799 INNOVATION PT
(Street)
FORT MILL SOUTH CAROLINA 29715
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Sunbelt Rentals Holdings, Inc. [ SUNB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/19/2026F24,567(1)D$86.06702,834D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld upon the vesting of performance stock units ("PSUs") to pay tax withholding obligations. The performance condition of the then-outstanding PSUs was deemed satisfied on March 2, 2026, in connection with the Registrant's initial listing on the New York Stock Exchange, and those PSUs were reported in Table I of the Reporting Person's Form 4 filed on March 3, 2026.
/s/ Gerald W. Clanton, Attorney-in-Fact06/23/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR