Sunbelt Rentals Holdings (SUNB) risk factors, FY2026 10-K

Risks Related to Our Business

1. 01Our industry is highly competitive, and competitive pressures could lead to a decrease in our market share or the prices we can charge
2. 02Our revenue and operating results have historically varied from period to period, and any unexpected periods of weakness could result in an overall decline in our available cash flows
3. 03Our industry is cyclical in nature. An economic slowdown or decrease in general economic activity could cause weakness in our end markets and have adverse effects on our revenue and operating results
4. 04Our business, operating results, and cash flows may be adversely impacted by a rising rate of inflation
5. 05Challenging economic conditions and the occurrence of unforeseen or catastrophic events have in the past adversely impacted, and may in the future adversely impact, us, our customers or our suppliers and, in turn, adversely affect our business, results of operations and financial condition
6. 06Changes in U.S. foreign trade policies, including the imposition of additional tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materially and adversely affect our business, operations and financial condition
7. 07If we are unable to collect for services provided to our customers, our operating results would be adversely affected
8. 08We are dependent on our relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms
9. 09Our rental operations subject us to risks including increased maintenance costs, as our rental equipment ages, and the costs of any required replacement equipment
10. 10Our rental fleet is subject to residual value risk upon disposition, and may not sell at the prices or in the quantities we expect
11. 11Our rental equipment is used in a wide range of applications, including critical infrastructure and live events, where even momentary disruptions can have serious consequences for customers and end-users. Such failures may result in reputational damage, especially if they attract negative media attention
12. 12The nature of our business exposes us to various liability claims which may exceed the level of our insurance
13. 13We may not be able to successfully implement our growth strategy on a timely basis or at all
14. 14Acquisitions that we have made in the past or may make in the future involve certain risks
15. 15We could be adversely affected by environmental and safety requirements, which could force us to incur significant capital and other operational costs and subject us to reputational damage, fines or other penalties for non-compliance
16. 16Failure to comply with anti-corruption laws and regulations, anti-money laundering laws and regulations, and/or economic sanctions could result in us becoming subject to fines or penalties
17. 17Our collective bargaining agreements and our relationship with our union-represented employees could disrupt our ability to serve our customers and lead to higher labor costs
18. 18Currency and interest rate fluctuations may have a material impact on our business, financial condition and results of operations
19. 19If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results
20. 20Turnover of members of our management and staff and any inability to attract and retain key personnel may affect our ability to efficiently manage our business and execute our strategy
21. 21Our business could be negatively affected if we are unable to obtain debt or equity capital as required, resulting in a decrease in our revenue and cash flows
22. 22Changes in accounting standards or subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our presentation and measurement of our financial results or financial condition
23. 23Our substantial debt could adversely affect our financial health
24. 24The restrictive covenants associated with our debt may limit our ability to operate our business and could prohibit us from pursuing opportunities which would be beneficial to our stockholders
25. 25revolving commitments under the ABL Facility. As of April 30, 2026, the threshold was $475 million and our excess availability under the ABL Facility exceeded this amount
26. 26We may fail to respond adequately to changes in technology and customer demands
27. 27Disruptions in our or our third-party vendors’ information technology systems could adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, implement strategic initiatives or support our online ordering system
28. 28Failure to comply with data privacy and protection laws and regulations could subject us to legal liability and adversely affect our reputation and our financial performance
29. 29Climate change and legal or regulatory responses thereto may have a long-term negative impact on our business and results of operations
30. 30Regulators’ and stakeholders’ requirements and expectations on social and sustainability-related topics continue to evolve, and our ability to meet these requirements and expectations may have a material adverse impact on our results of operations
31. 31The impacts of a global pandemic and similar health concerns could have a significant impact on worldwide economic conditions and a material adverse effect on our operations and financial results

Risks Related to the Redomiciliation and U.S. Listing

1. 32We may not realize all of the benefits of the Redomiciliation and U.S. Listing, or such benefits may take longer than anticipated or may be lower than estimated
2. 33Provisions in our governing documents and under Delaware law could discourage another company from acquiring Sunbelt Rentals and may prevent attempts by Sunbelt Rentals stockholders to replace or remove its current management
3. 34The effective tax rate of Sunbelt Rentals may increase in the future
4. 35Moreover, U.S. tax laws significantly limit Sunbelt Rentals’ ability to redomicile outside of the United States once the Redomiciliation has been consummated

Risks Related to the Ownership of our Common Stock

1. 36An active and liquid market for our Common Stock may not be sustained
2. 37The obligations associated with being a public company in the United States requires significant resources and management attention and may increase our legal and financial compliance costs, particularly as changing laws, regulations and standards are creating uncertainty for U.S. public companies
3. 38Following the consummation of the U.S. Listing, the price of our Common Stock may be subject to market price volatility and may decline disproportionately in response to developments that are unrelated to our operating performance
4. 39reporting, when required, investor confidence in us may be adversely affected and, as a result, the value of our Common Stock may decline
5. 40Our Common Stock is listed to trade on more than one stock exchange, and this may adversely affect liquidity in each market for our Common Stock and result in price variations between the two exchanges
6. 41Any shareholder whose principal currency is not the U.S. dollar will be subject to exchange rate fluctuations
7. 42If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline
8. 43We may not pay dividends or undertake share repurchases in the future. Our ability to pay dividends, undertake share repurchases or make other returns of capital in the future depends, among other things, on our financial performance
9. 44We are a holding company and are dependent on earnings and distributions of funds from our operating subsidiaries for cash, including in order to pay any future dividends to our shareholders or to undertake share repurchases