Equity grants to Sunbelt Rentals (NYSE: SUNB) SVP & CAO detailed

Rhea-AI Filing Summary

Sunbelt Rentals Holdings, Inc. reported equity awards and related share holdings for SVP & Chief Accounting Officer Barbara Clark. She acquired 13,929 shares of common stock on March 2, 2026 through a grant/award tied to performance stock units whose conditions were deemed satisfied in connection with the company’s initial listing on the New York Stock Exchange. On February 27, 2026, she also acquired 22,412 shares of common stock and 3,166 deferred stock units through additional grant/award acquisitions. Footnotes explain that her holdings include shares received in a one-to-one exchange for Ashtead Group plc ordinary shares, time-vesting restricted stock units, performance stock units with future vesting dates, and cash-settled deferred stock units.

SEC Form 4

FORM 4

UNITED 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

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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^*

Clark Barbara

(Last) (First) (Middle)

1799 INNOVATION PT

(Street)

FORT MILL SC 29715

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sunbelt Rentals Holdings, Inc. [ SUNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		A		22,412	A	(1)(2)	22,412	D
Common Stock	03/02/2026		A		13,929	A	(3)	36,341	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(4)	02/27/2026		A		3,166		(4)	(4)	Common Stock	3,166	(4)	3,166	D

Explanation of Responses:

1. Includes 18,001 shares of common stock of the Registrant acquired in exchange for ordinary shares of Ashtead Group plc ("Ashtead") beneficially owned by the Reporting Person, upon completion of the scheme of arrangement effected by Ashtead, the Registrant's predecessor, under Part 26 of the UK Companies Act 2006. The exchange ratio was one-to-one and no cash consideration was paid or received.

2. Includes 4,411 restricted stock units, of which 721 will vest on June 20, 2026; 990 will vest on July 4, 2026; 722 will vest on June 20, 2027; 989 will vest on July 4, 2027; and 989 will vest on July 4, 2028. Each restricted stock unit represents a contractual right to receive one share of common stock of the Registrant.

3. Represents performance stock units ("PSUs"), each representing a contractual right to receive one share of common stock of the registrant. The performance conditions of the PSUs were deemed satisfied on March 2, 2026, in connection with the Registrant's initial listing on the New York Stock Exchange and as further discussed in the Registrant's Registration Statement on Form 10/A filed on February 13, 2026. Of such PSUs, 3,691 will vest on June 19, 2026; 4,318 will vest on June 20, 2027; and 5,920 will vest on July 4, 2028.

4. Represents deferred stock units which will vest on April 30, 2026. Each deferred stock unit is the economic equivalent of one share of the Registrant's common stock and is settled solely in cash.

	/s/ Abbey MacDonald, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transactions did Barbara Clark report for SUNB on this Form 4?

Barbara Clark reported three equity award acquisitions in Sunbelt Rentals Holdings, Inc. securities. She received common stock grants dated February 27 and March 2, 2026, plus deferred stock units. These awards increased her reported direct ownership in SUNB through stock, performance units, and cash-settled deferred units.

How many Sunbelt Rentals (SUNB) common shares did Barbara Clark acquire?

Barbara Clark acquired two blocks of common stock reported as grant or award acquisitions. One transaction shows 22,412 shares on February 27, 2026, and another shows 13,929 shares on March 2, 2026. Footnotes indicate her holdings also include shares exchanged one-for-one from Ashtead Group plc ordinary shares.

What are the performance stock units mentioned in the SUNB Form 4 filing?

The performance stock units (PSUs) represent rights to SUNB common shares. Their performance conditions were deemed satisfied on March 2, 2026, in connection with Sunbelt’s initial New York Stock Exchange listing. Scheduled vesting covers 3,691 shares on June 19, 2026, 4,318 on June 20, 2027, and 5,920 on July 4, 2028.

How do Barbara Clark’s restricted stock units in SUNB vest over time?

Barbara Clark holds 4,411 restricted stock units (RSUs) that convert into Sunbelt common shares as they vest. According to the schedule, 721 vest on June 20, 2026; 990 on July 4, 2026; 722 on June 20, 2027; 989 on July 4, 2027; and 989 on July 4, 2028.

What are the deferred stock units disclosed for Sunbelt Rentals (SUNB)?

The deferred stock units are cash-settled awards economically equivalent to one share of Sunbelt common stock each. The Form 4 reports 3,166 deferred stock units acquired on February 27, 2026, which will vest on April 30, 2026 and will be settled solely in cash rather than in actual shares.

How were Ashtead Group plc shares converted into Sunbelt Rentals (SUNB) shares?

Some of Barbara Clark’s SUNB shares came from an Ashtead share exchange. Footnotes state that 18,001 Sunbelt common shares were acquired in exchange for Ashtead Group plc ordinary shares on a one-to-one basis, with no cash paid or received, following a scheme of arrangement under UK law.