[8-K] United Rentals, Inc. Reports Material Event

Rhea-AI Filing Summary

United Rentals (URI) filed an 8-K to furnish Q2-25 information and announce a larger buyback. The company released its June-30-2025 operating results via Exhibit 99.1 and posted an investor deck on its website containing non-GAAP metrics (free cash flow, EBITDA, adj. EBITDA, adj. EPS) with reconciliations. No detailed figures are included in the filing itself.

Capital allocation update: on 23-Jul-2025 the board boosted the current share-repurchase authorization by $0.5 bn to $2.0 bn following cash-flow benefits expected from new U.S. tax legislation. URI plans to deploy $1.65 bn in 2025 (already buying back $417 m YTD) and carry the remaining $350 m into 2026.

The disclosure signals confidence in cash-generation, highlights management’s continued use of non-GAAP profitability measures to frame performance, and places investors on notice of forthcoming earnings details contained in the attached press release and web presentation.

Insights

Equity Analyst

TL;DR: Authorization up $0.5 bn signals excess cash; fundamentals pending press release.

The incremental $500 m buyback (33% increase versus the prior $1.5 bn) implies robust free cash flow and a shareholder-friendly stance. Management intends to retire roughly 6-7% of market cap over 18 months, assuming an $80 bn valuation, which should be accretive to EPS. The filing lacks hard Q2 numbers, but the timing—same day as results—suggests performance met or exceeded internal expectations. Upside for investors rests on execution and balance-sheet flexibility following tax-law benefits.

Corporate Governance Expert

TL;DR: Board capital-return decision positive, disclosure controls routine.

The board’s quick adjustment to tax-law changes shows responsive oversight. Furnishing the investor deck and GAAP reconciliations aligns with best-practice transparency. No governance red flags appear. Impact is favorable but not transformational; financial details will determine full investor reaction.

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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): July 23, 2025

  __________________

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

  __________________

Delaware						001-14387						06-1522496
Delaware						001-13663						86-0933835
(State or other Jurisdiction of Incorporation)						(Commission File Number)						(IRS Employer Identification No.)

100 First Stamford Place, Suite 700
Stamford
Connecticut						06902
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (203) 622-3131 

    (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: 

☐			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, $.01 par value, of United Rentals, Inc.

URI

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.			o

Item 2.02.    Results of Operations and Financial Condition.

On July 23, 2025, United Rentals, Inc. (the “Company”) issued a press release reporting its results of operations for the quarter ended June 30, 2025. A copy of the press release is being furnished with this report as Exhibit 99.1.

Item 7.01.    Regulation FD Disclosure.

Certain information concerning our business, financial results and 2025 outlook that the Company expects to use at certain investor meetings and presentations can be accessed currently on the Company’s website, www.unitedrentals.com. Such information will be maintained on the Company’s website for at least the period of its use at such meetings and presentations or until superseded by more current information.

The presentation includes certain financial measures - free cash flow, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA and adjusted earnings per share (“adjusted EPS”) - that are “non-GAAP financial measures” as defined under the rules of the Securities and Exchange Commission. Free cash flow represents net cash provided by operating activities less payments for purchases of, and plus proceeds from, equipment and intangible assets, and plus excess tax benefits from share-based payment arrangements. The equipment and intangible asset items are included in cash flows from investing activities. EBITDA represents the sum of net income, provision (benefit) for income taxes, interest expense, net, interest expense-subordinated convertible debentures, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus stock compensation expense, net, and the impact of the defined special items. Adjusted EPS represents diluted EPS plus the impact of the defined special items.

The presentation includes reconciliations of these non-GAAP financial measures to their nearest generally accepted accounting principles financial measures. The Company believes that: (i) free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements; (ii) EBITDA and adjusted EBITDA provide useful information about operating performance and period-over-period growth, and help investors gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced; and (iii) adjusted EPS provides useful information concerning future profitability. However, none of these measures should be considered as alternatives to net income, cash flows from operating activities or earnings per share under GAAP as indicators of operating performance or liquidity.

Item 8.01.    Other Events.

On July 23, 2025, the Company announced that its Board of Directors approved, after consideration of the expected cash flow benefit associated with newly enacted federal tax legislation, an increase in the size of the Company's current share repurchase program, from $1.5 billion to $2.0 billion. The Company intends to repurchase $1.65 billion under the program in 2025 (inclusive of $417 million repurchased through June 30, 2025), with the remaining $350 million under the program carried into 2026.

Item 9.01.    Financial Statements and Exhibits.

99.1 Press Release of United Rentals, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 23, 2025

UNITED RENTALS, INC.
By:						/S/    Joli L. Gross
						Name: Joli L. Gross
						Title:   Senior Vice President, Chief Legal and Sustainability Officer, and Corporate Secretary
UNITED RENTALS (NORTH AMERICA), INC.
By:						/S/    Joli L. Gross
						Name: Joli L. Gross
						Title:   Senior Vice President, Chief Legal and Sustainability Officer, and Corporate Secretary

EXHIBIT INDEX

Exhibit  No.						Description
99.1						Press Release of United Rentals, Inc.

FAQ

Why did United Rentals (URI) increase its share-repurchase program?

The board cited expected cash-flow benefits from newly enacted federal tax legislation, raising the authorization from $1.5 bn to $2.0 bn.

How much does URI plan to repurchase in 2025?

The company intends to buy back $1.65 billion of stock during 2025, including the $417 million already completed through 30-Jun-25.

What financial measures did United Rentals highlight in its investor presentation?

The deck covers free cash flow, EBITDA, adjusted EBITDA and adjusted EPS, each reconciled to GAAP figures.

Where can investors find United Rentals’ Q2-25 results details?

Full results are in Exhibit 99.1 of the 8-K and on the company’s website under investor presentations.

Is this 8-K considered a solicitation or pre-commencement communication?

No, all related check-boxes for Rule 425, 14a-12, 14d-2(b) and 13e-4(c) were left unchecked.