United Rentals sets $5B share repurchase plan

United Rentals filed an 8-K outlining recent results communications and a major new share repurchase plan.

Accepted by SEC EDGAR 01/28/2026 - 04:37 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

United Rentals filed an 8-K outlining recent results communications and a major new share repurchase plan. The company issued a press release with its quarter and full-year 2025 results and posted an investor presentation covering business performance and its 2026 outlook.

The presentation uses non-GAAP metrics including free cash flow, EBITDA, adjusted EBITDA and adjusted EPS, and provides reconciliations to GAAP figures. United Rentals also announced a new $5.0 billion share repurchase program with no set end date and plans to repurchase $1.5 billion of stock in 2026, including $350 million to finish its existing $2.0 billion program and $1.15 billion under the new authorization.

Positive

• Announces large new buyback authorization: United Rentals introduced a new $5.0 billion share repurchase program with no expiration date, indicating a substantial long-term commitment to returning capital to shareholders through stock repurchases.
• Defines near-term repurchase plans: The company intends to repurchase $1.5 billion of common stock in 2026, including $350 million to complete its existing $2.0 billion program and $1.15 billion under the new authorization.

Negative

• None.

Insights

Equity Capital Allocation Analyst

United Rentals adds a large new buyback while detailing 2026 outlook and non-GAAP metrics.

United Rentals is pairing disclosure of its 2025 results and 2026 outlook with a sizable capital return move. The company introduced a new $5.0 billion share repurchase authorization without an expiration date, signaling intent to keep buying back stock over time.

For 2026, United Rentals plans to repurchase $1.5 billion of common stock: $350 million to complete its existing $2.0 billion program and $1.15 billion under the new program. This concentrates a meaningful portion of the authorization into a defined near-term period.

The investor materials emphasize non-GAAP measures such as free cash flow, EBITDA, adjusted EBITDA and adjusted EPS, and include reconciliations. These metrics highlight operating performance and cash generation that can support ongoing repurchases, while future press releases and presentations will show how actual buyback execution progresses after the first quarter of 2026.

8-K Event Classification

4 items: 2.02, 7.01, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

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

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did United Rentals (URI) disclose in this 8-K filing?

United Rentals disclosed it issued a press release with results for the quarter and year ended December 31, 2025, posted an investor presentation with 2026 outlook, and announced a new $5.0 billion share repurchase program alongside detailed non-GAAP financial metric definitions and reconciliations.

How large is United Rentals’ new share repurchase program?

United Rentals announced a new share repurchase program of $5.0 billion with no established expiration date. This authorization supplements its existing $2.0 billion program and sets up a sizable framework for ongoing stock buybacks, subject to execution over time by the company.

How much stock does United Rentals plan to repurchase in 2026?

United Rentals plans to repurchase $1.5 billion of common stock in 2026. This includes $350 million to complete its current $2.0 billion authorization and $1.15 billion under the newly announced $5.0 billion share repurchase program, concentrating significant capital returns in that year.

When will United Rentals start buying shares under the new program?

United Rentals expects to begin repurchases under the new $5.0 billion program after it completes its existing $2.0 billion share repurchase plan. The company plans to finish that existing program in the first quarter of 2026 before shifting purchases to the new authorization.

What non-GAAP financial measures does United Rentals highlight?

United Rentals highlights free cash flow, EBITDA, adjusted EBITDA and adjusted EPS as non-GAAP financial measures. It defines each measure, explains their intended usefulness for evaluating operating performance and cash generation, and provides reconciliations to the closest comparable GAAP measures in its investor materials.

Where can investors find United Rentals’ 2026 outlook presentation?

Investors can access United Rentals’ presentation with business information, financial results and 2026 outlook on the company’s website at www.unitedrentals.com. The materials will remain available for at least as long as they are used in investor meetings or until replaced by updated information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001067701false00010677012026-01-282026-01-28

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): January 28, 2026

  __________________

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.			☐

Item 2.02.    Results of Operations and Financial Condition.

On January 28, 2026, United Rentals, Inc. (the “Company”) issued a press release reporting its results of operations for the quarter and year ended December 31, 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 2026 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-GAAP 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 January 28, 2026, the Company announced a new $5.0 billion share repurchase program that does not have an established expiration date. The Company plans to begin repurchases under the new program following the planned completion of its existing $2.0 billion share repurchase program in the first quarter of 2026. The Company intends to repurchase $1.5 billion of common stock in 2026, comprised of $350 million to complete its existing share repurchase program, and $1.15 billion under the new program.

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: January 28, 2026

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.