URI subsidiary to offer senior notes under Rule 144A, Reg S

Rhea-AI Filing Summary

United Rentals, Inc. (URI) reported that its direct wholly owned subsidiary, United Rentals (North America), Inc., intends to offer senior notes in a private offering. The notes are expected to be sold to qualified institutional buyers under Rule 144A and to certain non‑U.S. investors under Regulation S of the Securities Act of 1933.

The company disclosed this plan through a press release dated November 24, 2025, which is furnished as Exhibit 99.1. The disclosure emphasizes that this notice is not an offer to sell or a solicitation to buy any securities and that any such offering would only occur where legally permitted.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did United Rentals (URI) announce in this Form 8-K?

United Rentals, Inc. announced that its wholly owned subsidiary, United Rentals (North America), Inc., intends to offer senior notes in a private transaction.

Who will receive the senior notes to be offered by United Rentals (North America), Inc.?

The senior notes are intended to be offered to qualified institutional buyers under Rule 144A and to certain non-U.S. persons in accordance with Regulation S under the Securities Act of 1933.

Does this United Rentals (URI) 8-K constitute an offer to sell securities?

No. The company states that this report and the related press release do not constitute an offer to sell or a solicitation of an offer to buy any security in any jurisdiction where such activity would be unlawful.

What exhibit is included with this United Rentals (URI) Form 8-K?

The filing includes Exhibit 99.1, which is the press release describing the intended senior notes offering, and Exhibit 104, which is the cover page formatted in Inline XBRL.

Which United Rentals entities are registrants in this 8-K filing?

Both United Rentals, Inc. and United Rentals (North America), Inc. are listed as registrants in this Form 8-K.

Is United Rentals, Inc. classified as an emerging growth company in this filing?

No. The filing indicates that United Rentals, Inc. is not an emerging growth company.

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Accepted by SEC EDGAR 11/24/2025 - 08:29 AM Learn about SEC filing dates

false 0001067701 0001047166 false 8-K 2025-11-24 false false false false false 0001067701 2025-11-24 2025-11-24 0001067701 uri:UnitedRentalsNorthAmericaIncMember 2025-11-24 2025-11-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): November 24, 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))

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. ¨

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

Co-Registrant CIK	0001047166
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2025-11-24
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Emerging growth company	false

Item 7.01. Regulation FD Disclosure.

On November 24, 2025, United Rentals, Inc. (the “Company”) issued a press release announcing that United Rentals (North America), Inc., the Company’s direct wholly-owned subsidiary, intends to offer senior notes to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained under this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of United Rentals, Inc.*
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

* Furnished herewith

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: November 24, 2025

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