Sunbelt COO reports tax-withholding share dispositions

Sunbelt Rentals Holdings, Inc. Chief Operating Officer John Washburn reported routine tax-related share dispositions.

Rhea-AI Filing Summary

Sunbelt Rentals Holdings, Inc. Chief Operating Officer John Washburn reported routine tax-related share dispositions. On June 19 and June 20, 2026, a total of 4,654 shares of Common Stock were withheld at $86.06 per share to cover tax withholding obligations tied to vesting equity awards.

Footnotes explain that 3,827 of these shares were withheld upon vesting of performance stock units whose performance condition was deemed satisfied in connection with the company’s initial listing on the New York Stock Exchange, and 827 shares were withheld upon vesting of restricted stock units. These are not open-market sales. After these transactions, Washburn directly holds 69,042 shares of Common Stock.

Insider Trade Summary

Exercise Price or Tax Liability: 4,654 shares

Exercise Price or Tax Liability 2 txns

Insider Washburn John

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	827	$86.06	$71K
Exercise Price or Tax Liability	Common Stock	3,827	$86.06	$329K

Holdings After Transaction: Common Stock — 69,042 shares (Direct)

Footnotes (3)

1. F1. 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.
2. F2. Due to an administrative error, the Reporting Person's aggregate beneficial ownership of Common Stock as reported in the "Amount of Securities Beneficially Owned Following Reported Transaction(s)" column in Table I of his Form 4 filed on March 3, 2026, was understated by 90 shares, and should have been 42,329 shares and 73,696 shares following the reported transactions, instead of 42,239 shares and 73,606 shares. The aggregate beneficial ownership reported in Table I above reflects the correction of this error.
3. F3. Represents shares withheld upon the vesting of restricted stock units to pay tax withholding obligations.

Key Figures

Tax-withheld shares (total): 4,654 shares Tax-withheld shares (PSUs): 3,827 shares Tax-withheld shares (RSUs): 827 shares +3 more

6 metrics

Tax-withheld shares (total) 4,654 shares Shares withheld for tax obligations on June 19–20, 2026

Tax-withheld shares (PSUs) 3,827 shares Withheld upon PSU vesting at $86.06 per share

Tax-withheld shares (RSUs) 827 shares Withheld upon RSU vesting at $86.06 per share

Price per share $86.06 per share Value used for tax-withholding dispositions

Shares owned after transactions 69,042 shares Direct ownership after June 20, 2026 transaction

Corrected prior ownership difference 90 shares Understatement corrected from earlier Form 4

Key Terms

performance stock units, restricted stock units, tax withholding obligations, initial listing on the New York Stock Exchange, +1 more

5 terms

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.

restricted stock units financial

"Represents shares withheld upon the vesting of restricted stock units to pay tax withholding obligations."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents shares withheld upon the vesting of performance stock units ("PSUs") to pay tax withholding obligations."

initial listing on the New York Stock Exchange financial

"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"

aggregate beneficial ownership financial

"the Reporting Person's aggregate beneficial ownership of Common Stock as reported in the "Amount of Securities Beneficially Owned Following Reported Transaction(s)" column"

FAQ

What did Sunbelt Rentals (SUNB) COO John Washburn report in this Form 4?

John Washburn reported that shares of Sunbelt Rentals Common Stock were withheld to pay tax obligations on vesting equity awards. These Form 4 transactions reflect tax-withholding dispositions, not open-market purchases or sales, and adjust his reported beneficial ownership accordingly.

How many Sunbelt Rentals (SUNB) shares were withheld for taxes in this filing?

A total of 4,654 Sunbelt Rentals Common Stock shares were withheld for tax obligations. This includes 3,827 shares and 827 shares on two consecutive days, both at a price of $86.06 per share, to satisfy tax withholding on vested performance and restricted stock units.

Are the SUNB Form 4 transactions by John Washburn open-market sales?

No, the SUNB Form 4 transactions are not open-market sales. The filing states they are tax-withholding dispositions, where shares were withheld upon vesting of performance stock units and restricted stock units to pay associated tax liabilities, a common administrative mechanism for equity compensation.

What is John Washburn’s Sunbelt Rentals (SUNB) share ownership after these transactions?

After the reported tax-withholding dispositions, John Washburn directly holds 69,042 shares of Sunbelt Rentals Common Stock. This post-transaction balance appears in the Form 4’s ownership column and reflects both the vesting activity and the shares withheld to satisfy tax obligations.

What do the footnotes in the Sunbelt Rentals (SUNB) Form 4 explain?

The footnotes explain that shares were withheld upon vesting of performance and restricted stock units to cover taxes, that PSU performance conditions were satisfied in connection with the NYSE listing, and that a prior Form 4 understated beneficial ownership by 90 shares, now corrected in this report.

How is Sunbelt Rentals (SUNB) NYSE listing related to this Form 4?

The filing notes that performance stock unit conditions were deemed satisfied on March 2, 2026, in connection with Sunbelt Rentals’ initial listing on the New York Stock Exchange, triggering vesting and subsequent share withholding to cover tax obligations reported in this Form 4.

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Accepted by SEC EDGAR 06/23/2026 - 05:00 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Washburn John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/19/2026		F		3,827(1)	D	$86.06	69,869(2)	D
Common Stock	06/20/2026		F		827(3)	D	$86.06	69,042	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

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.

2. Due to an administrative error, the Reporting Person's aggregate beneficial ownership of Common Stock as reported in the "Amount of Securities Beneficially Owned Following Reported Transaction(s)" column in Table I of his Form 4 filed on March 3, 2026, was understated by 90 shares, and should have been 42,329 shares and 73,696 shares following the reported transactions, instead of 42,239 shares and 73,606 shares. The aggregate beneficial ownership reported in Table I above reflects the correction of this error.

3. Represents shares withheld upon the vesting of restricted stock units to pay tax withholding obligations.

	/s/ Gerald W. Clanton, Attorney-in-Fact	06/23/2026
	** 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).
** 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.
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* Form 4: SEC 1474 (03-26)