What triggered the PSU-related tax withholding for SUNB?

The PSU-related tax withholding occurred when performance stock units vested after their performance condition was deemed satisfied on March 2, 2026. This determination was made in connection with Sunbelt Rentals Holdings’ initial listing on the New York Stock Exchange, creating a taxable event requiring share withholding.

Sunbelt Rentals (NYSE: SUNB) GC logs 3,415 shares withheld for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Sunbelt Rentals Holdings EVP & General Counsel Lynne Fuller-Andrews reported share dispositions that were strictly for tax withholding on equity awards, not open-market trades. On June 19 and 20, 2026, a total of 3,415 shares of Common Stock were withheld at $86.06 per share.

The footnotes state these shares were withheld upon vesting of performance stock units and restricted stock units to cover tax obligations, including PSUs whose performance condition was deemed satisfied on March 2, 2026 in connection with the company’s initial NYSE listing. After these transactions, she directly holds 33,044 shares of Sunbelt Rentals Holdings common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fuller-Andrews Lynne

Role EVP & General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	708	$86.06	$61K
Tax Withholding	Common Stock	2,707	$86.06	$233K

Holdings After Transaction: Common Stock — 33,044 shares (Direct)

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

Key Figures

Tax-withheld shares total: 3,415 shares First tax-withholding block: 2,707 shares Second tax-withholding block: 708 shares +5 more

8 metrics

Tax-withheld shares total 3,415 shares Shares withheld to cover tax obligations on vesting awards

First tax-withholding block 2,707 shares Common Stock withheld on June 19, 2026 (Code F)

Second tax-withholding block 708 shares Common Stock withheld on June 20, 2026 (Code F)

Withholding price per share $86.06 per share Price used for F-code tax-withholding dispositions

Shares after June 20 transaction 33,044 shares Direct common stock ownership following the last withholding

Tax-withholding transactions count 2 transactions Both non-derivative F-code dispositions

Tax-withholding shares per summary 3,415 shares TaxWithholdingShares in transactionSummary field

PSU performance satisfaction date March 2, 2026 Date PSU performance condition deemed satisfied with NYSE listing

Key Terms

performance stock units ("PSUs"), restricted stock units ("RSUs"), tax withholding obligations, initial listing on the New York Stock Exchange, +1 more

5 terms

performance stock units ("PSUs") financial

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

restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

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 regulatory

"The performance condition ... was deemed satisfied on March 2, 2026, in connection with the Registrant's initial listing on the New York Stock Exchange"

Form 4 regulatory

"those PSUs were reported in Table I of the Reporting Person's Form 4 filed on March 3, 2026."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 05:01 PM Accepted by SEC EDGAR 06/23/2026 - 05:00 PM

FAQ

What insider transaction did SUNB EVP & General Counsel report?

Sunbelt Rentals Holdings’ EVP & General Counsel Lynne Fuller-Andrews reported dispositions of 3,415 common shares. These were shares withheld by the company to cover tax obligations triggered by the vesting of performance stock units and restricted stock units, not open-market sales.

Were SUNB shares bought or sold on the market in this Form 4?

No open-market buys or sells occurred. The Form 4 shows F-code transactions, meaning shares were withheld by the issuer at $86.06 per share solely to satisfy tax withholding obligations on vesting equity awards, rather than discretionary trading in SUNB stock.

How many SUNB shares were withheld for taxes and at what price?

A total of 3,415 Sunbelt Rentals Holdings common shares were withheld for tax obligations. The transactions occurred at a price of $86.06 per share, covering tax liabilities tied to the vesting of performance stock units and restricted stock units awarded to the executive.

How many SUNB shares does the executive hold after these transactions?

Following the tax-withholding dispositions, Lynne Fuller-Andrews directly holds 33,044 shares of Sunbelt Rentals Holdings common stock. This figure reflects her remaining direct ownership after the company withheld shares from vested equity awards to satisfy related tax obligations.

What types of equity awards are involved in this SUNB Form 4?

The Form 4 references performance stock units and restricted stock units. Shares were withheld upon the vesting of these PSUs and RSUs to cover tax withholding obligations, rather than being sold into the market by the executive as a discretionary trading decision.

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
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^*

Fuller-Andrews Lynne

(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)
	EVP & General Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/19/2026		F		2,707⁽¹⁾	D	$86.06	33,752	D
Common Stock	06/20/2026		F		708⁽²⁾	D	$86.06	33,044	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. Represents shares withheld upon the vesting of restricted stock units ("RSUs") 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.
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