What the changes say
- Share buyback authorizations grew significantly with a new $5.0 billion program authorized in January 2026.
- Total indebtedness increased to $14.2 billion as prior H&E acquisition references were updated.
- New disclosures highlight operational risks from artificial intelligence usage and evolving customer technology demands.
What changed since the prior 10-K
New
- NewRisks Related to our Indebtedness and Liquidity
We rely on borrowings under the ABL facility and the accounts receivable securitization facility to provide funds to operate our business and make capital expenditures, and our business would be adversely affected if those facilities are not available to be drawn, or amounts available to be drawn are reduced
Fluctuations in the borrowing base of eligible rental equipment and accounts receivable could reduce our access to credit under the ABL and securitization facilities.
- NewRisks Related to our Securities
Share repurchases could increase the volatility of the price of our common stock and could diminish our cash reserves
We authorized a new $5.0 billion share repurchase program in January 2026 after completing $1.65 billion in repurchases under the prior program during 2025.
- NewOperational Risks
We may fail to respond adequately to changes in technology and customer demands, which could adversely affect our results of operation, financial condition and cash flows
Failure to adapt to rapid technology changes and customer demands could harm our competitive position, digital solutions, and customer satisfaction.
- NewOperational Risks
We use AI in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our business or results of operations
Integrating AI into our products and operations introduces new regulatory scrutiny, legal liability, ethical concerns, and potential reputational risks.
Dropped
- DroppedRisks Related to our Indebtedness and Liquidity
To service our indebtedness, we require a significant amount of cash and our ability to generate cash depends on many factors beyond our control
- DroppedRisks Related to our Indebtedness and Liquidity
The amount of borrowings permitted under our ABL facility and the accounts receivable securitization facility may fluctuate significantly, which may adversely affect our liquidity, results of operations and financial position
- DroppedRisks Related to our Indebtedness and Liquidity
We rely on available borrowings under the ABL facility and the accounts receivable securitization facility for cash to operate our business, which subjects us to market and counterparty risk, some of which is beyond our control
- DroppedRisks Related to our Strategic Transactions and Investments
acquisition opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us
- DroppedRisks Related to our Securities
We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term stockholder value. Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves
General economic factors limiting cash generation to service debt.
Reworded
- 90% rewrittenRisks Related to our Strategic Transactions and Investments
Our growth strategies may be unsuccessful if we are unable to identify and complete future acquisitions and successfully integrate acquired businesses or assets
Removed specific references to the pending H&E acquisition while maintaining general risks regarding our ability to identify and complete future acquisitions.
- 22% rewrittenRisks Related to our Indebtedness and Liquidity
Our significant indebtedness exposes us to various risks
Updated total indebtedness from $13.4 billion to $14.2 billion as of December 31, 2025, and removed projected increases related to the H&E acquisition.
All 39 risk factors
Headings as the filing states them, in filing order.
Industry and Economic Risks
- 01Our industry is highly competitive, and competitive pressures have in the past led, and could lead again in the future, to a decrease in our market share or in the prices that we can charge
- 02Trends in oil and natural gas prices have in the past adversely affected, and could again in the future adversely affect, the level of exploration, development and production activity of certain of our customers and the demand for our services and products
- 03Increases in fuel costs or reduced supplies of fuel have in the past harmed, and could in the future again harm, our business
Risks Related to our Indebtedness and Liquidity
- 04Our significant indebtedness exposes us to various risks22% rewritten
- 05We may not be able to refinance our indebtedness on favorable terms, or at all. Our inability to refinance our indebtedness could materially and adversely affect our liquidity and our ongoing results of operations
- 06We may incur substantially more debt and take other actions that could diminish our ability to make payments on our indebtedness when due, which could further exacerbate the risks associated with our current level of indebtedness
- 07If we are unable to satisfy the financial covenant or comply with other covenants in certain of our debt agreements, our lenders could elect to terminate the agreements and require us to repay the outstanding borrowings, or we could face other substantial costs
- 08Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial and operational flexibility
- 09These restrictions may cause us to suspend or cease share repurchases or the payment of dividends. These restrictions may also make more difficult or discourage a takeover of us, whether favored or opposed by our management and/or our board of directors (“Board of Directors”)
- 10We rely on borrowings under the ABL facility and the accounts receivable securitization facility to provide funds to operate our business and make capital expenditures, and our business would be adversely affected if those facilities are not available to be drawn, or amounts available to be drawn are reducedNew
- 11If we are unable to obtain additional capital as required, we may be unable to fund the capital outlays required for the success of our business
Risks Related to our Strategic Transactions and Investments
- 12Our growth strategies may be unsuccessful if we are unable to identify and complete future acquisitions and successfully integrate acquired businesses or assets90% rewritten
- 13If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results
Risks Related to our Securities
- 14Our operating results may fluctuate, which could affect the trading value of our securities
- 15Our common stock price has fluctuated significantly and may continue to do so in the future
- 16Share repurchases could increase the volatility of the price of our common stock and could diminish our cash reservesNew
- 17Our charter provisions, as well as other factors, may affect the likelihood of a takeover or change of control of the Company
- 18We cannot make any guarantees with respect to payment of dividends on our common stock
Operational Risks
- 19If we are unable to collect on contracts with customers, our operating results would be adversely affected
- 20Turnover of members of our management and our ability to attract and retain key personnel may adversely affect our ability to efficiently manage our business and execute our strategy
- 21Our operational and cost reduction strategies may not generate the improvements and efficiencies we expect
- 22We are dependent on our relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms
- 23If our rental equipment ages, the costs of maintaining such equipment, if not replaced within a certain period of time, will likely increase. The costs of maintenance may materially increase in the future and could lead to material adverse effects on our results of operations
- 24Disruptions in our information technology systems, or those of our third-party vendors, 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
- 25Our financial performance and our reputation could be adversely affected, and we could be subject to legal liability or regulatory enforcement actions, if we are unable to protect against, or effectively respond to, cyberattacks or other cyber incidents
- 26Failure 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
- 27We may fail to respond adequately to changes in technology and customer demands, which could adversely affect our results of operation, financial condition and cash flowsNew
- 28We use AI in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our business or results of operationsNew
- 29Severe weather events or other natural occurrences may materially adversely impact our operations and markets
- 30Regulators’ and stakeholders’ requirements and expectations on environmental, social and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations may have a material adverse impact on our results of operations
- 31We are subject to risks related to our ability to meet our aspirational sustainability and safety goals, including our greenhouse gas intensity reduction goal, which, if not achieved, could damage our reputation and have an adverse effect on our financial performance
- 32Our growing specialty reportable segment, as well as our tools and onsite services offerings, presents new and expanded risks, which may increase as we engage in new activities and provide new services
- 33Our rental fleet is subject to residual value risk upon disposition and may not sell at the prices or in the quantities we expect
- 34We have operations outside the United States, in Canada, Europe, Australia and New Zealand. As a result, we may incur losses from the impact of foreign currency fluctuations and have higher costs than we otherwise would have due to the need to comply with foreign laws
- 35We have a holding company structure and depend in part on distributions from our subsidiaries to pay amounts due on our indebtedness. Certain provisions of law or contractual restrictions could limit distributions from our subsidiaries
Legal and Regulatory Risks
- 36We are exposed to a variety of claims relating to our business, and our insurance may not fully cover them
- 37We are subject to numerous environmental and safety regulations. If we are required to incur compliance or remediation costs that are not currently anticipated, our liquidity and operating results could be materially and adversely affected
- 38Changes to income tax laws or regulations in the U.S. and other jurisdictions where we operate could increase our tax liability and adversely impact our financial results
- 39Our collective bargaining agreements and our relationship with our union-represented employees could disrupt our ability to serve our customers, lead to higher labor costs or the payment of withdrawal liability
Other United Rentals 10-Ks
- FY2024 10-K risk factors40 risks
This company has no prior year risk disclosures, so the section reflects its baseline risk profile. High leverage, acquisition integration, and operational dependencies dominate the risk disclosures.
Filed Jan 29, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.