SUNB Filings — Sunbelt Rentals Holdings, Inc. - FilingSpy
SUNB
Sunbelt Rentals Holdings, Inc.
An equipment rental company, Sunbelt Rentals lets construction crews, homeowners, and even film studios hire gear—from power tools and HVAC to movie lighting—instead of buying it, serving customers across the United States and United Kingdom. It began in 1983 in Charlotte, North Carolina, named for the warm "Sun Belt" region it first served, and was later bought by Britain's Ashtead Group. Along with general equipment, its specialty fleet even rents out gear used to make film and TV productions.
Sunbelt Rentals issues $1.2B in senior notes due 2030 and 2036
The notes were issued under an indenture dated July 14, 2026, with BNY Mellon Corporate Trustee Services Limited as trustee and other BNY Mellon entities as paying agent, transfer agent, and registrar.
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On July 14, 2026, Sunbelt Rentals Holdings, Inc. completed the issuance of $450 million of 4.950% Senior Notes due 2030 and $750 million of 5.650% Senior Notes due 2036.
The 2030 Notes were priced at 99.627% and the 2036 Notes at 99.048%, in a private placement exempt from SEC registration, resold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
The notes mature on August 12, 2030 and August 12, 2036, respectively, and are guaranteed by all current and future domestic subsidiaries that guarantee the revolving credit facility.
The company may redeem the notes at specified prices before maturity, and must offer to repurchase them at 101% of principal upon a change in control triggering event.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
Sunbelt Rentals appoints Ekta Singh-Bushell to Board of Directors, effective August 1, 2026
She will receive customary non-employee director compensation under the Company's Non-Employee Director Compensation Policy.
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On July 13, 2026, the Board increased its size from nine to ten directors and elected Ekta Singh-Bushell to fill the vacancy, effective August 1, 2026.
Ms. Singh-Bushell was also appointed to the Audit Committee of the Board.
No reportable transactions under Item 404(a) of Regulation S-K exist between Ms. Singh-Bushell and the Company.
She brings experience in finance, audit, technology, cybersecurity, and business transformation, and currently serves on boards of ChargePoint, Inc. and Lesaka Technologies Inc.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Sunbelt Rentals prices $1.2B in senior notes due 2030 and 2036
The notes are senior unsecured obligations guaranteed by certain subsidiaries and are being offered in a private placement under Rule 144A and Regulation S.
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On July 7, 2026, Sunbelt Rentals Holdings, Inc. priced $450 million of 4.950% Senior Notes due 2030 and $750 million of 5.650% Senior Notes due 2036.
The 2030 Notes were issued at 99.627% of principal and the 2036 Notes at 99.048% of principal.
The offering is expected to close on July 14, 2026, subject to customary closing conditions.
Net proceeds will be used for general corporate purposes, including repayment or refinancing of existing indebtedness, capital expenditures, and working capital.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Sunbelt Rentals appoints Cynthia T. Jamison to Board of Directors effective August 1, 2026
She will receive customary non-employee director compensation under the Company's Non-Employee Director Compensation Policy.
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On June 29, 2026, the Board increased its size from eight to nine directors and elected Cynthia T. Jamison to fill the vacancy, effective August 1, 2026.
Ms. Jamison was appointed to the Audit Committee of the Board.
No reportable transactions under Item 404(a) of Regulation S-K exist between Ms. Jamison and the Company.
Ms. Jamison currently serves on the boards of Advance Auto Parts, Darden Restaurants (as chair), and International Flavors & Fragrances, and previously held CFO and interim CFO roles.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Sunbelt Rentals reports Q3 FY2026 revenue of $2,637M, net income of $290M, and raises FY rental revenue growth outlook to 2%-3%.
Total revenue for the fiscal third quarter ended January 31, 2026, was $2,637 million, up 2.7% year-over-year, with rental revenue growth of 2.6%.
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Operating income was $492 million (18.7% margin), net income was $290 million, and earnings per share was $0.69; adjusted EPS was $0.78.
Adjusted EBITDA was $1,082 million with a 41.0% margin, down from $1,117 million and 43.5% in the prior-year period.
The company narrowed its full-year fiscal 2026 rental revenue growth outlook from 0%-4% to 2%-3% and raised gross capital expenditures outlook to $2.2-$2.3 billion.
Year-to-date free cash flow was $1,428 million; the company completed a $1.5 billion buyback and commenced a new $1.5 billion buyback program.
The company transitioned to U.S. GAAP reporting following its primary listing move to the NYSE on March 2, 2026.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Sunbelt Rentals completes U.S. redomiciliation, becomes parent of Ashtead Group
Sunbelt Rentals Holdings, Inc., a Delaware corporation, became the parent holding company of Ashtead Group plc through a court-approved scheme of arrangement effective February 27, 2026.
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Each Ashtead ordinary share was cancelled and replaced with one share of Sunbelt Rentals common stock, which began trading on the NYSE and LSE under the symbol 'SUNB' on March 2, 2026.
Ashtead's ordinary shares ceased trading on the London Stock Exchange prior to March 2, 2026, and Ashtead became a wholly-owned subsidiary of Sunbelt Rentals.
PricewaterhouseCoopers UK resigned as the independent auditor, and PricewaterhouseCoopers US was appointed for the fiscal year ending April 30, 2026.
Sunbelt Rentals assumed the Ashtead Long-Term Incentive Plan 2021 and adopted the 2026 Omnibus Equity Incentive Plan, with performance-vesting conditions on outstanding performance stock unit awards deemed met at 85.5% of maximum.
2.01 Completion of Acquisition or Disposition of Assets · 3.02 Unregistered Sales of Equity Securities · 3.03 Material Modification to Rights of Security Holders · 4.01 Changes in Registrant's Certifying Accountant · 5.01 Changes in Control of Registrant · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits