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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):
December 1, 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 |
2025-12-01 |
| 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 December 1, 2025, United Rentals (North
America), Inc. (“URNA”) completed an offering of $1,500,000,000 aggregate principal amount of its 5.375% Senior Notes
due 2033 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to certain
persons in reliance on Regulation S under the Securities Act.
The Notes were issued pursuant to an indenture,
dated as of December 1, 2025 (the “Indenture”), among URNA, United Rentals, Inc. (“URI”), certain domestic
subsidiaries of URNA (the “Subsidiary Guarantors” and, together with URI, the “Guarantors”), and Truist Bank,
as trustee.
The Notes mature on November 15, 2033 and
bear interest at a rate of 5.375% per year payable semi-annually in cash in arrears on May 15 and November 15 of each year.
The first such interest payment will be made on May 15, 2026.
The Notes are senior obligations of URNA and rank
equally in right of payment with all of its existing and future senior indebtedness, effectively junior to any of its existing and future
secured indebtedness to the extent of the value of the assets securing such indebtedness and senior in right of payment to any of its
existing and future subordinated indebtedness.
The Notes are guaranteed on a senior unsecured
basis by the Guarantors. The guarantees are senior unsecured obligations of the Guarantors and rank equally in right of payment with all
of their existing and future senior indebtedness, effectively junior to any of their existing and future secured indebtedness to the extent
of the value of the assets securing such indebtedness and senior in right of payment to any of their existing and future subordinated
indebtedness. The Notes are not guaranteed by URNA’s foreign subsidiaries or unrestricted subsidiaries.
URNA may redeem some or all of the Notes, at its
option, at any time on or after November 15, 2028, at the following redemption prices (expressed as percentages of principal amount),
plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on November 15
of each of the years indicated below:
| Year | | |
Redemption Price | |
| 2028 | | |
| 102.688 | % |
| 2029 | | |
| 101.344 | % |
| 2030 and thereafter | | |
| 100.000 | % |
At any time prior to November 15, 2028, URNA
may, at its option, redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes
to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to the redemption date.
In addition, at any time on or prior to November 15,
2028, URNA may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with the net
cash proceeds of certain equity offerings at a price equal to 105.375% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest, if any, to the redemption date. Upon the occurrence of certain change of control events during a period when the
change of control offer to purchase provisions under the Indenture apply, URNA must offer to repurchase the Notes at a price of 101% of
the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.
The Indenture governing the Notes contains certain
covenants applicable to URNA and its restricted subsidiaries, including limitations on liens and mergers, consolidations and sale
of assets. The Indenture governing the Notes also contains requirements relating to additional subsidiary guarantors. Each of these covenants
is subject to important exceptions and qualifications. In addition, the requirements to provide subsidiary guarantees and to make an offer
to repurchase the Notes upon the occurrence of a change of control will not apply to URNA and its restricted subsidiaries during any period
when the Notes are rated investment grade by at least two of Standard & Poor’s Ratings Services, Moody’s Investors
Service, Inc. and Fitch Ratings, Inc. or, in certain circumstances, another rating agency selected by URNA, provided at such
time no default under the Indenture has occurred and is continuing.
The Indenture provides for customary events of
default, including the following (subject to any applicable cure period): nonpayment, breach of covenants in the Indenture, payment defaults
under or acceleration of certain other indebtedness, failure to discharge certain judgments and certain events of bankruptcy, insolvency
and reorganization. If an event of default occurs or is continuing, the trustee, acting at the direction of holders of at least 30% in
aggregate principal amount of the Notes then outstanding may declare the principal of, premium, if any, and accrued and unpaid interest,
if any, to be due and payable immediately.
The description above is qualified in its entirety
by the Indenture (including the Form of Note for the Notes), which is filed as Exhibit 4.1 to this current report on Form 8-K
and is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Information set forth in Item 1.01 above is incorporated
by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
|
Description |
| |
|
|
| Exhibit 4.1 |
|
Indenture, dated as of December 1, 2025, among URNA, URI, each of URNA’s subsidiaries named therein and Truist Bank, as Trustee (including the Form of Note for the Notes). |
| Exhibit 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 1, 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 and Corporate Secretary |
