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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):
June 18, 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. ¨
| Co-Registrant CIK |
0001047166 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2026-06-18 |
| 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 1.01. Entry into a Material Definitive Agreement.
On June 18, 2026, United Rentals, Inc. (the “Company”),
United Rentals (North America), Inc. (“URNA”) and United Rentals Receivables LLC II (the “SPV”) entered into
the Amendment No. 18 to Third Amended and Restated Receivables Purchase Agreement (the “Amendment”), by and among URNA,
as Originator, the SPV, as Seller, the Company, as Collection Agent, Liberty Street Funding LLC, as a Purchaser (“Liberty”),
Gotham Funding Corporation, as a Purchaser (“Gotham”), GTA Funding LLC, as a Purchaser (“GTA”), Reliant Trust,
as a Purchaser (“Reliant”, and together with Liberty, Gotham and GTA, the “Purchasers”), The Bank of Nova Scotia,
as a Bank, as Administrative Agent and as the Purchaser Agent for Liberty (“Scotia Capital” and the “Administrative
Agent”), PNC Bank, National Association, as a Bank and as the Purchaser Agent for itself (“PNC”), Truist Bank (successor
by merger to SunTrust Bank), as a Bank and as the Purchaser Agent for itself (“Truist”), MUFG Bank, Ltd., as a Bank and
as the Purchaser Agent for Gotham (“MUFG”), The Toronto-Dominion Bank, as a Bank and as the Purchaser Agent for GTA and Reliant
(“TD”) and Regions Banks, as a Bank and as the Purchaser Agent for itself (“Regions”, and together with Scotia
Capital, PNC, Truist, MUFG and TD, the “Banks” and the “Purchaser Agents”), with respect to the Third Amended
and Restated Receivables Purchase Agreement, dated as of September 24, 2012 (as amended by various amendments between 2013 and 2025
and the Amendment, the “Receivables Purchase Agreement”). All capitalized terms not defined herein shall have the meanings
assigned to them in the Amendment or the Receivables Purchase Agreement, as applicable.
Pursuant to the Amendment, the expiration date of the facility (as
amended, the “Amended A/R Facility”) was extended until June 18, 2027 and may be further extended on a 364-day basis
by mutual agreement of the Company and the purchasers under the Amended A/R Facility. Advances under the Amended A/R Facility will continue
to be reflected as debt on our condensed consolidated balance sheets and receivables in the collateral pool will be reflected as assets
on our consolidated balance sheets.
Pursuant to the terms of the Amended A/R Facility, advances will continue
to be permitted only to the extent that the face amount of the eligible receivables in the collateral pool exceeds the outstanding loans
by a specified amount. The Amended A/R Facility will also continue to be structured so that the receivables in the collateral pool are
the lenders’ only source of repayment. Upon early termination of the Amended A/R Facility, no new amounts will be advanced under
the Amended A/R Facility and collections on the receivables securing the Amended A/R Facility will be used to repay the outstanding advances.
The Amended A/R Facility is subject to standard termination events including, without limitation, a change of control of the Company or
URNA, a failure to make payments, a failure to comply with standard default, delinquency, dilution and days sales outstanding covenants,
or breach of the financial ratio covenant under URNA’s credit facility.
The foregoing summary is qualified in its entirety by reference to
the full text of the Amendment, as well as the Receivables Purchase Agreement, as amended. In connection with the Amendment, the Company
confirmed its performance undertaking originally given in May 2005 in connection with the initial establishment of the securitization
facility, as amended and restated in September 2012 in connection with an amendment and restatement of the securitization facility.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in the first paragraph of Item 1.01 of this
Report is incorporated by reference under this Item.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
Amendment No. 18 to Third Amended and Restated Receivables Purchase Agreement, dated as of June 18, 2026, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, GTA Funding LLC, Reliant Trust, The Bank of Nova Scotia, PNC Bank, National Association, Truist Bank, National Association, MUFG Bank, Ltd., The Toronto-Dominion Bank and Regions Bank. |
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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: June 18, 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 |
