DEF 14A of United Rentals, Inc., Mar 25, 2026

DEF 14A of United Rentals, Inc.

Filed Mar 25, 2026 · FY20250001193125-26-124113

Open on EDGAR

  1. Board Nominees

    Board Nominees You are being asked to vote on the following 11 nominees for director. All nominees meet the New York Stock Exchange (the “NYSE”) governance standards for director independence, except for Messrs. Kneeland and Flannery, who are not independent due to their employment (or, in the case of Mr. Kneeland, former employment) with the Company. Information about each director’s experiences, qualifications, attributes and skills can be found beginning on page 14.

  2. Board Nominees

    | Name | Age | Director Since | Principal Occupation | Independent | Current Committee Membership* | | Julie M. Heuer Brandt | 51 | 2025 | Corporate Vice President and President, Global Commercial & Field Operations, Johnson Controls | Yes | NC, SC | | Marc A. Bruno | 54 | 2018 | Chief Operating Officer, U.S. Food & Facilities, Aramark Corporation | Yes | CC, NC | | Larry D. De Shon | 66 | 2021 | Retired President and Chief Executive Officer, Avis Budget Group, Inc. | Yes | NC, SC | | Matthew J. Flannery | 61 | 2019 | President and CEO, United Rentals, Inc. | No | SC | | Kim Harris Jones | 66 | 2018 | Retired Senior Vice President and Corporate Controller, Mondelez International | Yes | AC, CC | | Terri L. Kelly | 64 | 2018 | Retired President and Chief Executive Officer, W. L. Gore & Associates | Yes | CC, SC | | Michael J. Kneeland | 72 | 2008 | Chair and Retired CEO, United Rentals, Inc. | No | N/A | | Francisco J. Lopez-Balboa | 65 | 2022 | Executive Vice President and Chief Financial Officer, Cumulus Media Inc. | Yes | AC, CC | | Gracia C. Martore | 74 | 2017 | Retired President and Chief Executive Officer, TEGNA Inc., formerly known as Gannett Co., Inc. | Yes | AC | | Shiv Singh | 48 | 2017 | Founder and CEO, Savvy Matters, LLC | Yes | AC, NC | | Alexander R. Taussig | 43 | 2026 | Board Partner, Lightspeed Venture Partners | Yes | SC | | * AC – Audit Committee; CC – Compensation Committee; NC – Nominating and Corporate Governance Committee; SC – Strategy Committee | | | | | |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is currently comprised of the following 11 directors: Julie M. Heuer Brandt, Marc A. Bruno, Larry D. De Shon, Matthew J. Flannery, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Francisco J. Lopez-Balboa, Gracia C. Martore, Shiv Singh and Alexander R. Taussig. All directors, except Mr. Taussig, were elected at the 2025 annual meeting for one-year terms, which expire at the Annual Meeting. Mr. Taussig was appointed to the Board on February 4, 2026, and his term also expires at the Annual Meeting. The Board, upon the recommendation of the N&CG Committee, has nominated all 11 of the current directors to stand for election at the Annual Meeting: Julie M. Heuer Brandt, Marc A. Bruno, Larry D. De Shon, Matthew J. Flannery, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Francisco J. Lopez-Balboa, Gracia C. Martore, Shiv Singh and Alexander R. Taussig. Each director elected at the Annual Meeting will hold office until our 2027 annual meeting of stockholders (the “2027 Annual Meeting”) and until such director’s successor is elected and qualified or their earlier death, resignation or removal.

  4. Information Concerning Director Nominees and Board Consideration of Director Nominee Experience and Qualifications

    Information Concerning Director Nominees and Board Consideration of Director Nominee Experience and Qualifications In addition to the independence matters described under “Corporate Governance Matters—Director Independence,” the Board and the N&CG Committee considered the specific qualifications, experience, skills, background, judgment and other attributes of the director nominees named herein and concluded that based on the aforementioned factors, and including each director nominee’s demonstrated business acumen, ability to exercise sound judgment, integrity and collegiality, such individuals should serve as directors of the Company. The Board believes that each director nominee is individually qualified to make unique and substantial contributions to the Board, and that, collectively, their mix of skill sets and perspectives support the Board in remaining well-suited to provide the Company with valuable insight and effective oversight with respect to its business, overall performance and strategic direction. The matrix below presents the prioritized competencies that the Board has identified as particularly valuable to its oversight of the Company and illustrates how the current nominees individually and collectively represent them. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board. Following the matrix are definitions of each of the Board’s prioritized competencies. In addition, we have included certain demographical information below. Additional details on each director nominee’s experiences, qualifications, skills and attributes are set forth in their biographies.

  5. Information Concerning Director Nominees and Board Consideration of Director Nominee Experience and Qualifications

    | | | Bruno | De Shon | Flannery | | Jones | Kelly | Kneeland | Lopez-Balboa | Martore | Singh | Taussing | Total/Average | | Skills and Experience | | | | | | | | | | | | | | | | Public Company CEO | | | ● | ● | | | ● | | ● | | | 4 | | | P&L Owner | ● | ● | ● | ● | | ● | ● | ● | ● | | ● | 9 | | | Financial Acumen & Capital Market Experience | | | | ● | ● | | ● | ● | ● | | ● | 6 | | | Digital & Technology | ● | | ● | | | | | ● | ● | ● | ● | 6 | | | Sales & Marketing | ● | ● | ● | ● | | | ● | | ● | ● | | 7 | | | Product Development & Distribution | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● | 10 | | | Rental Industry | | | ● | ● | | | ● | | | | | 3 | | | Capital Intensive Industry | ● | | ● | ● | ● | ● | ● | ● | ● | | | 8 | | | International Experience | ● | ● | ● | | ● | ● | | | | ● | ● | 7 |

  6. Information Concerning Director Nominees and Board Consideration of Director Nominee Experience and Qualifications

    | Demographics | | | | | | | | | | | | | | African American or Black | | | | | ● | | | | | | | 1 | | Alaskan Native or Native American | | | | | | | | | | | | 0 | | Asian | | | | | | | | | | ● | | 1 | | Hispanic | | | | | | | | ● | | | | 1 | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | 0 | | White | ● | ● | ● | ● | | ● | ● | | ● | | ● | 8 | | Gender | F | M | M | M | F | F | M | M | F | M | M | 4F/7M |

  7. Information Concerning Director Nominees and Board Consideration of Director Nominee Experience and Qualifications

    | | Bruno | De Shon | Flannery | | Jones | Kelly | Kneeland | Lopez-Balboa | Martore | Singh | Taussing | Total/Average | | Tenure, Independence and Age | | | | | | | | | | | | | | Tenure (years) | 1 | 7 | 4 | 6 | 7 | 7 | 17 | 3 | 8 | 8 | 0 | 6 | | Independence | ● | ● | ● | | ● | ● | | ● | ● | ● | ● | 9 | | Age | 51 | 54 | 66 | 61 | 66 | 64 | 72 | 65 | 74 | 48 | 43 | 60 |

  8. Information Concerning Director Nominees and Board Consideration of Director Nominee Experience and Qualifications

    | Tenure 6 years average tenure of nominees | Age 60 years average age of nominees | Gender 36% of nominees are women | Race/Ethnicity 27% of nominees belong to a racial/ethnic minority group |

  9. Information Concerning Director Nominees and Board Consideration of Director Nominee Experience and Qualifications

    Definitions of Prioritized Competencies

  10. Information Concerning Director Nominees and Board Consideration of Director Nominee Experience and Qualifications

    | | Public Company CEO | Current or recently retired CEO of a public company of scale | | | P&L Owner | A president or executive with P&L ownership in a company of scale with experience and a strong ability to think strategically, critically assess and act on opportunities and threats, and develop effective strategies in the context of macroeconomic conditions | | | Financial Acumen & Capital Market Experience | A current or retired (last 10 years) CFO, banker or public company qualified financial expert or recently retired audit partner from a big four accounting firm with experience in accounting, reporting, capital allocation, financial markets, M&A and/or post-merger integration, or an institutional investor with similar experience | | | Digital & Technology | Executive with a “futurist” mindset who understands social media, e-commerce and leveraging technology platforms for business innovation and transformation, and who brings enterprise information technology expertise – including experience with core IT infrastructure and architecture, cloud and data platforms, cybersecurity and privacy, AI and advanced analytics, and large-scale digital/IT modernization – to guide strategy, risk oversight, and operational execution | | | Sales & Marketing | A chief marketing officer or other senior executive with experience leading and executing sales and marketing strategies in a business-to-business environment with an industrial business, with preference for those that have developed digital strategies | | | Product Development & Distribution | A current or retired executive with experience in either: (i) designing, developing, and marketing newly-created products and services; or (ii) managing or overseeing highly complex logistics and supply chains | | | Rental Industry | A current or retired executive from the equipment rental industry (or relevant major customer, original equipment manufacturer, or related industry) with a strong understanding of its operations (including multi-location complexity, logistics, distribution and supply chain) and ideally deep insight into the non-residential construction business | | | Capital Intensive Industry | Experience as a C-level executive (preference for a P&L owner) working in a capital-intensive industry where utilization of capital equipment is a key business driver (e.g. airlines, rental cars) | | | International Experience | Experience leading (generally as a P&L owner) a global business and understanding the challenges of entering new markets and navigating local and regional geopolitical sensitivities, especially in Asia and Europe |

  11. Individual Director Biographies

    Individual Director Biographies The following is a summary of the age, period of service as a director, current committee membership, key business experience, attributes and skills and other directorships for each director nominee.

  12. Individual Director Biographies

    | Julie M. Heuer Brandt | | | Independent Director Age: 51 Director Since: 2025 Board Committees: • N&CG • Strategy | BACKGROUND: Ms. Brandt serves as Corporate Vice President and President, Global Commercial & Field Operations at Johnson Controls, a role she has held since January 2025. In this role, she drives the strategic vision for field delivery and operations, focusing on sustained growth and an enhanced operating model. Previously, from April 2023 to January 2025, Ms. Brandt served as President of Johnson Controls Building Solutions North America division, where she was responsible for strategy and execution of the sales, design, install and service for the Johnson Controls North American direct-channel business. Prior to Johnson Controls, Ms. Brandt was at Otis Elevator Company for nearly three decades, most recently as Vice President and General Manager, with full P&L responsibility within the United States, a position she held from January 2020 to April 2023. During her career, Ms. Brandt has held roles in North America, Latin America, Europe and Asia Pacific. Ms. Brandt earned an MBA and a bachelor’s degree in International Business and Marketing from Indiana University’s Kelley School of Business. ATTRIBUTES AND SKILLS: The Board believes Ms. Brandt’s leadership and operational expertise, as well as her understanding of the dynamics of scale and customer service in a large, networked, growth business, provides significant value to the Board. She has extensive knowledge of the construction industry and brings a wealth of global experience, having built high-performing organizations across multiple continents. Her deep experience in driving large-scale distributed businesses further enhances her ability to contribute to the Board and the Company’s strategic goals. OTHER PUBLIC COMPANY DIRECTORSHIPS: None. |

  13. Individual Director Biographies

    | Marc A. Bruno | | | Independent Director Age: 54 Director Since: 2018 Board Committees: • Compensation • N&CG | BACKGROUND: Mr. Bruno has been the Chief Operating Officer, U.S. Food & Facilities for Aramark Corporation (“Aramark”) since November 2019. In his current role, Mr. Bruno focuses on driving Aramark’s hospitality culture and growth across the company’s 10 U.S. food and facilities businesses. From 2014 to 2019, Mr. Bruno served as Chief Operating Officer, Sports, Leisure, Corrections Facilities, and K-12 of Aramark, where he directed hospitality, retail merchandise and facility programs for premier sports and entertainment facilities, meeting venues, parks and cultural attractions as well as food and support solutions for healthcare, business dining, college and university, K-12 clients and correctional facilities. Since joining Aramark as a campus hire in 1993, Mr. Bruno has risen through the ranks by serving in a variety of sales and operating roles in the U.S. and internationally. Mr. Bruno also leads Aramark’s Olympic projects, where his involvement spans eight Olympics, dating back to the 1996 Atlanta Games. In 2010, SportsBusiness Journal named Mr. Bruno to its annual global list of “Forty Under 40,” recognizing the best and brightest young executives in the sports business industry. Mr. Bruno is a graduate of the Cornell University School of Hotel |

  14. Individual Director Biographies

    | Administration and earned an MBA from the Harvard Business School. Mr. Bruno serves on the board of directors of Starr Restaurant Organization and Alex’s Lemonade Stand Foundation. Previously, Mr. Bruno served on the board of directors of the San Antonio Spurs, Boston University School of Hospitality and Special Olympics of Pennsylvania. ATTRIBUTES AND SKILLS: Mr. Bruno has extensive P&L oversight and reports directly to the Chief Executive Officer of Aramark. In addition to logistics operations, he has also overseen construction projects at Aramark. Mr. Bruno’s extensive P&L oversight and logistics operations and construction project experience provide a valuable perspective to the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: None. |

  15. Individual Director Biographies

    | Larry D. De Shon | | | Independent Director Age: 66 Director Since: 2021 Board Committees: • N&CG • Strategy | BACKGROUND: Mr. De Shon’s career spans more than 40 years in the aviation and transportation industries, most recently as President and Chief Executive Officer of Avis Budget Group, Inc. (“Avis”), a role he held from January 2016 until his retirement in December 2019. Prior to this and beginning in October 2006, he served as President of Avis Budget Group International, among other positions, with oversight of the Avis, Budget, Zipcar, Payless, Maggiore and Apex businesses in Europe, the Middle East, Africa, Asia, Australia and New Zealand. Prior to Avis, he served in various executive roles during his 28 years with UAL Corporation (now United Airlines Holdings, Inc.) where he led United Airlines’ global airport operations, including safety, customer service, logistics, product development and internal communications. Mr. De Shon holds degrees in communications and sociology from the University of Missouri. ATTRIBUTES AND SKILLS: Mr. De Shon has extensive leadership and corporate governance experience, deep operating skills and international expertise. While at Avis, he was instrumental in leading an organizational transformation to respond to changing consumer preferences and to open up new revenue streams and business models through initiatives that included creating the first end-to-end digital car rental experience and building one of the largest connected car fleets in the world. Mr. De Shon also successfully led Avis through times of disruption and global transformations, developed innovative solutions to strengthen positions in the marketplace and modernized systems for better customer and employee experiences. Mr. De Shon’s background and experience as a public company chief executive officer provide him with the leadership, business, financial, governance, management and digital skills that benefit the Company and the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: Mr. De Shon also serves as a director of The Hartford Insurance Group and Air New Zealand Limited. |

  16. Individual Director Biographies

    | Matthew J. Flannery | | | Director, President and CEO Age: 61 Director Since: 2019 Board Committees: • Strategy | BACKGROUND: Mr. Flannery was appointed to the position of Chief Executive Officer of United Rentals and elected as a director in May 2019, while remaining as President, a position he has held since March 2018. From April 2012 until March 2018, he was Executive Vice President and Chief Operating Officer. Mr. Flannery has extensive experience in all areas of the Company’s operations, having previously served as Executive Vice President—Operations and Sales, Senior Vice President—Operations East and in two regional vice president roles in aerial operations. Mr. Flannery has also served as a district manager, district sales manager and branch manager of the Company. Mr. Flannery joined the Company in 1998 as part of the Company’s acquisition of Connecticut-based McClinch Equipment. Mr. Flannery graduated from Hofstra University. ATTRIBUTES AND SKILLS: Mr. Flannery has over three decades of sales, management and operations experience in the rental industry, including a number of senior management positions with the Company. He has extensive experience and knowledge in all areas of the Company’s operations and of the competitive environment in which the Company operates. Further, he has demonstrated strategic, operational and financial acumen that the Board believes has been of significant value to the Company. OTHER PUBLIC COMPANY DIRECTORSHIPS: None. |

  17. Individual Director Biographies

    | Kim Harris Jones | | | Independent Director Age: 66 Director Since: 2018 Board Committees: • Audit • Compensation | BACKGROUND: Ms. Harris Jones most recently served as Senior Vice President and Corporate Controller of Mondelez International (“Mondelez”) from 2012 until 2015. She previously served as Senior Vice President and Corporate Controller at Kraft Foods Inc. from 2009 until 2012 before Mondelez was formed by Kraft’s split into two domestic and international publicly-traded corporations. Prior to her time at Kraft, Ms. Harris Jones had a 17-year career at Chrysler LLC, where she started as a Senior Manager, Labor Relations in Benefits Finance then served in a variety of leadership positions, most notably as Senior Vice President and Corporate Controller from 2008 to 2009. Before Chrysler, she spent six years at General Motors. Ms. Harris Jones earned a BBA in accounting and an MBA in finance from the University of Michigan. Ms. Harris Jones serves on the board of Ethiopian North American Health Professionals Association and the finance committee of the Consortium for Graduate Study in Management. Ms. Harris Jones is also President and Chairman of the board of the Harris-Jones Charitable Gift Foundation, a non-profit foundation. Ms. Harris Jones was named to the list of “25 Women to Watch” by CFO Magazine, to the list of “75 Most Powerful Women in Business” by Black Enterprise Magazine, to the lists of “2021 Most Influential Black Corporate Directors” and “2024 Most Influential Corporate Directors” by Savoy Magazine and the list of “2025 Directors to Watch” by Directors & Boards. ATTRIBUTES AND SKILLS: Ms. Harris Jones is an experienced former finance executive who has spent |

  18. Individual Director Biographies

    | time in automotive and consumer businesses. More recently, she has accumulated experience as a board director. Ms. Harris Jones has extensive management, financial and business experience at large complex corporations undergoing significant corporate growth and change, which provides a valuable perspective to the Board. She also brings product development and distribution expertise, having served as vice president of product development finance at Chrysler and as chief financial officer of a logistics-focused division at Chrysler. OTHER PUBLIC COMPANY DIRECTORSHIPS: Ms. Harris Jones also serves as a director of TrueBlue, Inc. and Caesars Entertainment, Inc. Previously, Ms. Harris Jones served as a director of Fossil Group, Inc., from October 2019 to July 2024. |

  19. Individual Director Biographies

    | Terri L. Kelly | | | Independent Director Age: 64 Director Since: 2018 Board Committees: • Compensation • Strategy | BACKGROUND: Ms. Kelly is the former President and CEO of W.L. Gore & Associates (“Gore”), a highly innovative, privately-held family-owned enterprise with more than $3 billion in annual revenues, serving in this capacity from 2005 to 2018. Gore specializes in advanced materials that are utilized in a wide array of high-value products including GORE-TEX® fabric, implantable medical devices, venting products, and electronic cables. Gore is well known for its unique management philosophy and culture, and is consistently recognized as a top workplace across the globe. Ms. Kelly joined Gore as an Engineer in 1983 and has expertise across multiple industries including consumer products, defense, industrial, medical devices, and pharmbio. As CEO, she led this global organization of close to 10,000 associates with over 45 manufacturing and sales locations. Ms. Kelly graduated summa cum laude from the University of Delaware with a bachelor’s degree in mechanical engineering. Ms. Kelly serves as a Trustee of the Alfred I. duPont Charitable Trust, whose beneficiary is the Nemours Foundation (one of the nation’s leading children’s health systems), and serves as a Trustee for the University of Delaware. She is also a member of the Management Executive Society and the International Women’s Forum. She previously served as a member of the Economic and Advisory Council for the Federal Reserve Bank of Philadelphia. ATTRIBUTES AND SKILLS: Ms. Kelly has strong business and technical acumen with key competencies in creating a collaborative and empowered work environment to achieve successful business outcomes. She is adept at leading an organization through significant transformation, and evolving the culture and behaviors to meet changing business needs, which is of significant value to the Company and the Board. Ms. Kelly possesses strong organizational and communication skills with experience integrating across multiple functions to maximize success. Her other areas of expertise include new product development, innovation, portfolio management, brand management, associate engagement and leadership development. OTHER PUBLIC COMPANY DIRECTORSHIPS: Ms. Kelly also serves as a member and Vice-Chair of the Supervisory Board of ASML, a manufacturer of semiconductor equipment based in the Netherlands. |

  20. Individual Director Biographies

    | Michael J. Kneeland | | | Director and Chair Age: 72 Director Since: 2008 Board Committees: N/A | BACKGROUND: Mr. Kneeland became non-executive Chair of the Board of the Company in May 2019, following his retirement as the Company’s CEO, a position he held since 2008. He has served as a member of the Board since 2008. From 2008 until March 2018, he also served as President. Previously, he served as interim CEO from 2007 to 2008. Mr. Kneeland joined the Company in 1998 as district manager upon the Company’s acquisition of Equipment Supply Company and held a variety of management roles from 1998 to 2007, including being named as Executive Vice President-Operations in 2003. His more than 35 years of management experience in the equipment rental industry includes key positions in sales and operations with private, public and investor-owned companies, including Free State Industries, Inc. (“Free State”). Mr. Kneeland served as Free State’s president from 1995 until the company was sold to Equipment Supply Company in 1996. From 1996 to 1998, he served as general manager for Rylan Rents d/b/a Free State Industries, a division of Equipment Supply. At the time it was acquired by United Rentals, Equipment Supply was the largest aerial equipment rental company in North America. In 2020, Mr. Kneeland was appointed to serve as non-executive Chair of the board of directors of Maxim Crane, a private company. Mr. Kneeland also served on the board of directors of America Tire Distributors, one of the largest independent suppliers of tires, wheels and supplies to the automotive market, from 2019 to 2025; on the board of directors of Anticimex Group, a private pest-control company with headquarters in Stockholm, Sweden, from 2017 to 2021; and on the National Advisory Board for the Johns Hopkins Berman Institute of Bioethics, from 2015 to 2024. ATTRIBUTES AND SKILLS: Mr. Kneeland served in a variety of positions in the equipment rental industry for over 35 years, including a number of senior management positions with the Company, as well as Free State and Equipment Supply Company. He has extensive experience and knowledge of the competitive environment in which the Company operates. Further, he has demonstrated strategic and operational acumen that the Board believes has been of significant value to the Company. OTHER PUBLIC COMPANY DIRECTORSHIPS: Mr. Kneeland also serves on the boards of directors of Gildan Activewear, Inc. and GXO Logistics, Inc. Previously, Mr. Kneeland served on the board of directors of YRC Worldwide, Inc. from 2011 to 2019 and the board of directors of Brinks Home Security from 2019 to 2023. |

  21. Individual Director Biographies

    | Francisco J. Lopez-Balboa | | | Independent Director Age: 65 Director Since: 2022 Board Committees: • Audit • Compensation | BACKGROUND: Mr. Lopez-Balboa is a global finance executive with over three decades of leadership experience. He has served as Executive Vice President and Chief Financial Officer of Cumulus Media Inc. since March 2020. Prior to Cumulus, Mr. Lopez-Balboa was Executive Vice President and Chief Financial Officer of Univision Communications Inc. (now TelevisaUnivision), the leading media company serving Hispanic America. Prior to that, he was a managing director with Goldman Sachs for more than 20 years, specializing in the telecom, media and technology sector. He began his career with Merrill, Lynch & Co. Mr. Lopez-Balboa holds an MBA from |

  22. Individual Director Biographies

    | Harvard University and a bachelor’s degree in economics from Columbia University, and is a recipient of the Columbia College Alumni Association’s John Jay Award for distinguished professional achievement. He is an emeritus trustee of the board of visitors for the undergraduate college at Columbia University and a former trustee of St. Mark’s School in Massachusetts. ATTRIBUTES AND SKILLS: The Board believes that Mr. Lopez-Balboa’s finance, leadership and operational expertise, as well as his understanding of dynamics of scale and customer service in a large networked business oriented toward growth, provides significant value to the Company and the Board. Given his experience as a public company chief financial officer and investment banker, he brings extensive capital markets expertise to the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: None. |

  23. Individual Director Biographies

    | Gracia C. Martore | | | Lead Independent Director Age: 74 Director Since: 2017 Board Committees: • Audit | BACKGROUND: Ms. Martore most recently served as President and Chief Executive Officer and director of TEGNA Inc. (“TEGNA”), formerly known as Gannett Co., Inc., a role she held from October 2011 until June 2017. Prior to that and beginning in 1985, Ms. Martore served in various other management positions with TEGNA, including as President and Chief Operating Officer and Executive Vice President and Chief Financial Officer. Prior to TEGNA, Ms. Martore worked for 12 years in the banking industry. Ms. Martore graduated from Wellesley College. While there, she was named a Wellesley Scholar for academic excellence. Ms. Martore serves as Chair of the board and chair of the Human Resources and Compensation Committee of the board of The Associated Press. She also serves as a director and chair of the Audit Committee and member of the Executive Committee of the board of FM Global. She previously served as a director of Learning Tree International; as a director and chair of the Audit Committee of Westrock Company; and served on the Board of Trustees of Wellesley College. Ms. Martore has won numerous business and industry honors for her leadership, including receiving the CEO Lifetime Achievement Award from the Washington Business Journal, being named as one of “50 Most Powerful Women in Business” by Fortune Magazine for three consecutive years, being named to Forbes’ “100 Most Powerful Women” list, as well as being named by Institutional Investor magazine as one of the Best CFO’s in America and Best CFO in America in the publishing and advertising agencies category for three consecutive years. ATTRIBUTES AND SKILLS: Ms. Martore has financial expertise, broad business experience and extensive management, leadership, operational and transformation expertise as a result of her 32 years of experience in a variety of senior leadership roles at TEGNA. Ms. Martore’s background, experience and judgment as chief executive officer and chief financial officer of a major publicly traded company provide her with leadership, business, financial, governance and cybersecurity skills that benefit the Company and the Board. |

  24. Individual Director Biographies

    | OTHER PUBLIC COMPANY DIRECTORSHIPS: Ms. Martore also serves as a director and chair of the Compensation Committee of Omnicom Group, Inc. Previously, Ms. Martore served as a director of WestRock Company from May 2015 to July 2024. |

  25. Individual Director Biographies

    | Shiv Singh | | | Independent Director Age: 48 Director Since: 2017 Board Committees: • Audit • N&CG | BACKGROUND: Mr. Singh is the CEO of Savvy Matters, LLC, which he founded in 2018. From January 2022 to July 2023, he served as Chief Marketing & Customer Experience Officer at LendingTree, Inc. Previously, from December 2020 to December 2021, he was Senior Vice President and General Manager at Expedia Group, Inc. From 2019 to 2020, he served as Chief Marketing Officer of Eargo, Inc. Between 2013 and 2018, he held various senior vice president roles at Visa, Inc. (“Visa”), overseeing innovation, digital, and marketing initiatives. At Visa, he led the go-to-market strategy for disruptive products and innovations, launched the Visa brand and communications platform, spearheaded a global digital marketing transformation across 120 countries—including the re-imagination of Visa.com—managed global media partnerships, and drove marketing innovation programs. Prior to his tenure at Visa, Mr. Singh served as the Global Head of Digital at PepsiCo Beverages, where he oversaw all digital engagement across paid, owned, and social media channels for consumer, shopper, and food service marketing. Earlier in his career, he held various roles at Razorfish, ultimately serving as Vice President and Global Social Media Lead. Mr. Singh holds a bachelor’s degree from Babson College and a master’s degree from the London School of Economics & Political Science. Mr. Singh has been recognized as a Top 50 CMO by Business Insider and listed as a CMO Next by Forbes. He has also been named one of the 100 Asian American Board Members and is a Board Leadership Fellow of the National Association of Corporate Directors. Among his numerous accolades, he was inducted into the American Advertising Federation Hall of Achievement in November 2016, recognized by AdWeek as a Top 50 Marketer, and named a Media Maven by Ad Age. ATTRIBUTES AND SKILLS: The Board believes that Mr. Singh’s experiences allow him to contribute to the Board and provide the Company a fresh and valuable perspective on marketing, innovation, cybersecurity and related matters. OTHER PUBLIC COMPANY DIRECTORSHIPS: None. |

  26. Individual Director Biographies

    | Alexander R. Taussig | | | Independent Director Age: 43 Director Since: 2026 Board Committees: • Strategy | BACKGROUND: Mr. Taussig is a Board Partner at Lightspeed Venture Partners, a multi-stage venture capital firm headquartered in Menlo Park, California with over $40 billion in assets under management. He is a seasoned venture capitalist and business leader with over 15 years of experience supporting global technology companies from inception through IPO. Mr. Taussig joined Lightspeed in 2016 and has since served in multiple roles with investment and management responsibilities, including Partner from 2016 to 2021, Co-Head of the Consumer Practice from 2021 to 2024, and Board Partner from 2025 to present. His investment and board experience includes scaled marketplace businesses such as Faire, Vinted, Whatnot, and Zola, spanning multiple segments of the digital commerce landscape. Prior to Lightspeed, Mr. Taussig was a Partner at Highland Capital Partners, where, from 2009 to 2016, he supported more than a dozen companies across both consumer and enterprise software, including thredUp and Carbon Black (acquired by VMWare). Mr. Taussig currently serves or has recently served on private company boards, including Archive Resale from 2021 to present, Daily Harvest from 2017 to 2025, Table22 from 2024 to present, and Vinted from 2022 to 2025. He holds an MBA from Harvard Business School (Baker Scholar), an MS in materials science & engineering from MIT, and an AB in physics from Harvard University. ATTRIBUTES AND SKILLS: The Board believes that Mr. Taussig brings deep expertise in scaling technology-enabled marketplaces and platforms, with a demonstrated track record advising management teams from early-stage formation through substantial revenue scale. His experience spans multiple sectors and geographies, including the Americas and Europe, which informs a global perspective on growth strategy, go-to-market execution, and unit economics for platform businesses. In addition, his work with companies that have reached public market exits and strategic acquisitions equips him with capital markets acumen, governance insight, and operational benchmarking relevant to board oversight of innovation, risk, and long-term value creation. OTHER PUBLIC COMPANY DIRECTORSHIPS: None. |

  27. Individual Director Biographies

    EXECUTIVE OFFICERS The tables below identify, and provide certain information concerning, our current executive officers other than our current President and CEO, whose information is included above.

  28. Individual Director Biographies

    | Michael D. Durand | | | Executive Vice President and Chief Operating Officer Age: 52 Current Position Since: 2023 With Company Since: 2002 | Mr. Durand was promoted to Executive Vice President and Chief Operating Officer in September 2023, after previously serving as Senior Vice President – Sales and Operations since 2020 and Senior Vice President – Operations from 2015 through 2020. Mr. Durand joined United Rentals in 2002 as a branch manager and has since held roles of increasing scope, including district manager, regional sales and marketing director, region vice president, and senior vice president of sales and operations. Mr. Durand has been an integral leader across all aspects of sales and operations at United Rentals, including the Company’s go-to-market strategy, large acquisition integrations, operations strategy, and operational excellence. He has built strong and enduring relationships within United Rentals and its customer base over his career of more than two decades. Prior to joining the Company, Mr. Durand spent several years in sales and operations leadership roles with other industrial companies. Mr. Durand holds a BA in Geology from Lawrence University. |

  29. Individual Director Biographies

    | William E. (Ted) Grace | | | Executive Vice President and Chief Financial Officer Age: 54 Current Position Since: 2022 With Company Since: 2016 | Mr. Grace was appointed Executive Vice President and Chief Financial Officer in November 2022, after having served as the Company’s Interim Chief Financial Officer since July 2022. Mr. Grace is responsible for oversight of the Company’s accounting, treasury, risk management and financial planning and analysis departments and investor relations. He previously served as the Company’s Vice President of Investor Relations since joining the Company in 2016, with responsibility for managing all aspects of communications between the Company’s leadership and its investors and the broader financial community. Since joining the Company, he has been an integral member of the senior corporate finance leadership team contributing across financial planning and analysis, capital markets, mergers and acquisitions, and capital allocation. Prior to joining the Company, Mr. Grace spent over 20 years in financial services, most recently as a research analyst at Susquehanna International Group covering the industrial machinery and building materials sectors. He previously held the same responsibilities at Avondale Partners and Goldman Sachs & Co. Earlier in his career, he served in the investment banking departments of predecessor organizations at Bank of America and JPMorgan Chase & Co. Mr. Grace holds BA degrees in economics and political science from Bucknell University and an M.B.A. from Cornell University. |

  30. Individual Director Biographies

    | Craig A. Pintoff | | | Executive Vice President and Chief Administrative Officer Age: 56 Current Position Since: 2017 | Mr. Pintoff was promoted to Executive Vice President and Chief Administrative Officer in March 2017, with responsibility for leading the Company’s Human Resources, Safety, and Legal functions, after previously serving as Senior Vice President, General Counsel and Human Resources since January 2016. Mr. Pintoff has led the United Rentals human resources team since 2005, first as Vice President, then, from April 2011 to March 2017, as Senior Vice President, and since March 2017, as Executive Vice President. He joined United Rentals in 2003 as Director—Legal Affairs. Prior to joining the Company, Mr. Pintoff was chief benefits and employment |

  31. Individual Director Biographies

    | With Company Since: 2003 | counsel for Crompton Corporation in Connecticut. Previously, he was an attorney for White & Case LLP in Manhattan. Mr. Pintoff holds a Juris Doctor from Columbia Law School and an LL.M. from New York University School of Law. |

  32. Individual Director Biographies

    | Joli L. Gross | | | Senior Vice President, Chief Legal & Sustainability Officer, Corporate Secretary Age: 56 Current Position Since: 2024 With Company Since: 2002 | Ms. Gross serves as Senior Vice President, Chief Legal & Sustainability Officer, Corporate Secretary of the Company, a title she has held since January 2024. She previously served as Senior Vice President, General Counsel, Corporate Secretary and Chief Sustainability Officer from June 2023 to January 2024 and, prior to that, as Senior Vice President, General Counsel and Corporate Secretary from May 2017 to June 2023. From 2002 through 2017, Ms. Gross held various other positions in United Rentals’ legal department. Prior to joining the Company, she was an associate with the law firm of Day, Berry & Howard, specializing in commercial real estate and contracts, and an associate with Edwards & Angell, specializing in civil litigation. Ms. Gross holds a Juris Doctor from the New England School of Law, a Bachelor of Arts from Boston University, and a Certificate in Business Excellence from the Columbia University Business School. From August 2021 to May 2025, Ms. Gross served as a director of GXO Logistics and was Chair of GXO’s Nominating, Corporate Governance and Sustainability Committee. Additionally, Ms. Gross serves on the board of Family Centers, a nonprofit organization offering education, health and human services to children, adults and families in Fairfield County, Connecticut. Previously, from May 2023 to August 2025, Ms. Gross served on the board of Mystic Aquarium. |

  33. Individual Director Biographies

    | Anthony S. Leopold | | | Senior Vice President - Chief Technology & Strategy Officer Age: 49 Current Position Since: 2024 With Company Since: 2010 (except March 2017 to June 2019) | Mr. Leopold was promoted to Senior Vice President, Chief Technology & Strategy Officer in December 2024 after previously serving as Senior Vice President, Strategy and Digital since August 2021 and serving as Vice President, Strategy and Business Development from June 2019 to August 2021. Mr. Leopold initially joined the Company as Vice President, Business Innovation and Efficiency in September 2010 and held a variety of leadership roles in business development, merger integration, operational excellence, and innovation through March 2017. Mr. Leopold also has held roles as SVP of US Products at Elevate Credit, Inc., and Manager at Bain & Company where he began his career in 1999. Mr. Leopold holds a BBA in Finance from Texas A&M University and a Master of Arts in Philosophy, Politics and Economics from Oxford University. |

  34. Individual Director Biographies

    | Andrew B. Limoges | | | Vice President, Controller and Principal Accounting Officer Age: 44 Current Position Since: 2018 With Company Since: 2017 | Mr. Limoges was promoted to Vice President—Controller and Principal Accounting Officer in October 2018, after previously serving as Director of Accounting and Finance since joining the Company in April 2017. Prior to joining the Company, Mr. Limoges was group controller of DMGT US from August 2016 to April 2017 and worked within the financial audit practice of Ernst & Young from July 2003 to July 2016, where he led teams that served a wide variety of public and private companies. Mr. Limoges, who is a certified public accountant, received a degree in business administration from the University of Vermont. |

  35. Individual Director Biographies

    BOARD MATTERS Our Board is currently comprised of the following 11 directors: Julie M. Heuer Brandt, Marc A. Bruno, Larry D. De Shon, Matthew J. Flannery, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Francisco J. Lopez-Balboa, Gracia C. Martore, Shiv Singh and Alexander R. Taussig. The Board, upon the recommendation of the N&CG Committee, has nominated all 11 of the current directors to stand for re-election: Mses. Brandt, Harris Jones, Kelly and Martore and Messrs. Bruno, De Shon, Flannery, Kneeland, Lopez-Balboa, Singh and Taussig. All directors will be elected annually for one-year terms.

  36. Board Refreshment

    Board Refreshment Effective Board composition has been a priority for the Company as evidenced by its regular refreshment efforts. We strive to maintain a Board composed of directors who bring a mix of viewpoints, perspectives and areas of expertise, exhibit a variety of key skills and relevant professional experiences, and effectively represent the long-term interests of our stockholders. We believe that longer-serving directors, in particular, bring critical skills to the boardroom due to their experience, institutional knowledge and understanding of the challenges facing the Company. However, we are also cognizant of the need to maintain a balanced mix of tenures. Director succession presents an opportunity for the Company to expand and replace key skills and experience, and bring fresh perspectives to the boardroom. Accordingly, our Board engaged an independent consulting and search firm (the “Firm”) beginning in 2016 to assist in developing a long-term succession plan to identify, recruit and appoint new directors whose qualifications would bring further strength to our Board. Based on interviews with each then-current director and members of senior management, the Firm worked with the Board to identify key Company strategies and related prioritized competencies for directors. The prioritized competencies were then used to develop a skills matrix for directors and a long-term succession plan, both of which have been used to guide new director appointments. The Board reviews the list of prioritized competencies regularly to confirm that it reflects the Company’s latest strategy, and makes updates as needed. The current prioritized competencies are included in the Board matrix appearing in the “Proposal 1—Election of Directors” section of this Proxy Statement. In addition, in furtherance of our commitment to Board refreshment, we previously amended our Corporate Governance Guidelines to add a director retirement age policy. As a result of our ongoing Board refreshment initiatives and our director retirement age policy: • In 2017, three of our long-serving directors did not stand for re-election and Mr. Singh and Ms. Martore joined the Board as new directors. • In 2018, one long-serving director did not stand for re-election and Mr. Bruno and Mses. Kelly and Harris Jones joined the Board as new directors. • In 2019, one long-serving director (our prior Board Chair) did not stand for re-election. In addition, Mr. Flannery joined the Board as a new director when he was appointed CEO. • In 2020, one long-serving director did not stand for re-election. • In 2021, Mr. De Shon joined the Board as a new director. • In 2022, one long-serving director did not stand for re-election and Mr. Lopez-Balboa joined the Board as a new director. • In 2024, one long-serving director did not stand for re-election. • In 2025, Ms. Brandt joined the Board as a new director and one long-serving director did not stand for re-election. • This year, Mr. Taussig joined the Board as a new director.

  37. Stock Performance

    Stock Performance The chart below shows that the Company continues to outpace both the S&P 500 Index and its Peer Group (defined on page 46 of this Proxy Statement). It shows the total cumulative return of the Company’s stock based on the December 31 share price from 2020 through 2025, compared with the S&P 500 Index and the Peer Group. The chart includes reinvestment of dividends for companies in the S&P 500 Index and the Peer Group. The Company began paying dividends for the first time during 2023 and the chart includes reinvestment of dividends for the Company beginning in 2023. For more information regarding the Company’s performance and operations, please refer to the Form 10-K and our website (www.unitedrentals.com).

  38. 2025 Incentive Compensation Highlights

    2025 Incentive Compensation Highlights Based on our performance, funding achieved for our Annual Incentive Compensation Plan (“AICP”) was 92.3% of target and our Long-Term Incentive Plan (“LTIP”) awards were earned at 109.5% of target. The Committee has a general philosophy of setting challenging, yet attainable, performance goals in both the AICP and the LTIP. In setting the 2025 performance goals under both the AICP and the LTIP, the Committee reviewed historical AICP and LTIP funding levels and performance relative to the Peer Group. For the 10-year period ending on December 31, 2024, average AICP and LTIP funding has been at the 55th percentile of the Peer Group, demonstrating challenging, yet reasonable targets. Over that same 10-year period, our relative Total Shareholder Return (“TSR”) was at the 93rd percentile of the Peer Group. For incentive compensation details, please refer to “The 2025 Executive Compensation Program in Detail” section starting on page 47 of this Proxy Statement.

  39. Summary of Our Executive Compensation Practices

    | What We Do | What We Don’t Do | | • Heavy emphasis on variable (“at-risk”) compensation • Stock ownership guidelines supported by net share retention requirements • Double-trigger cash severance payments and equity vesting upon a change in control • Financial restatement and injurious conduct clawback policies • Anti-hedging policy • Anti-pledging policy • Engage an independent compensation consultant • Annual risk assessment of compensation practices | • No excessive perquisites • No supplemental executive retirement plans • No dividends on unearned or unvested performance shares • No tax gross-ups other than for qualified relocation expenses • No guaranteed incentive payments |

  40. The Principal Elements of Pay: Total Direct Compensation

    As discussed below, we also provide our NEOs with a 401(k) retirement plan, limited perquisites and other personal benefits, as well as severance and change in control protection.

  41. A Closer Look at the Performance Measures in Our Incentive Plans

    A Closer Look at the Performance Measures in Our Incentive Plans At the beginning of each performance year, the Committee approves the performance metrics for our incentive plans. Under these plans, variable pay is based on a balanced portfolio of financial metrics, which promote an even weighting between profitable growth and returns given our position in the business cycle. Under the AICP, awards are also tied to the NEOs’ collective achievement on performance objectives related to the environment, customer experience and human capital measures that apply to all of the NEOs, in addition to individual achievement against key objectives tied to the NEOs’ individual areas of responsibility as defined in their annual performance review. The following chart provides an overview of the metrics under each of the plans, their weightings, and how they are defined.

  42. A Closer Look at the Performance Measures in Our Incentive Plans

    | A Closer Look at the Performance Measures In Our Incentive Plans | | | | | | Plan | AICP | | LTIP | | | Financial Metrics | Adjusted EBITDA | Economic Profit | Revenue | ROIC | | Financial Metrics: Weightings | 50% | 50% | 50% | 50% | | Financial Metrics: Key Points | • Adjusted EBITDA, together with economic profit, ensures we remain focused on profitable growth. • Economic profit focuses on total profitability by measuring total value created in a given year. It is a financial measure that measures the spread between ROIC and the Company’s weighted cost of capital, which is the weighted average after-tax cost of the Company’s debt and equity capital sources, with an additional adjustment to normalize for the foreign exchange rate impact. When calculating economic profit for the AICP, we assumed a weighted cost of capital of 10%. We use economic profit because it: o Measures whether the Company is generating returns that are sufficiently above its cost of capital, which is essential for evaluating our financial health and ability to create long-term value for stockholders. o Encourages consistently-high performance by ensuring that every year is measured independently, motivating management to meet or exceed profitability goals, regardless of the prior year’s baseline. | | • Revenue, together with ROIC, ensures we remain focused on profitable growth. • ROIC, which is calculated as after-tax operating income for the trailing 12 months divided by average stockholders’ equity, debt and deferred taxes, net of average cash, reinforces the importance of returns on capital. • We use ROIC because it focuses on efficient use of assets, which is important given our capital-intensive cyclically-driven business. Performance criteria for our performance-based restricted stock units, or PRSUs, measure annual performance over the course of a three-year period, to better account for the dynamic nature of our business. We measure performance annually because we operate in a highly cyclical and volatile business environment in which forecasting multi-year performance is extremely difficult and possibly counterproductive. By reestablishing goals annually, we ensure that we always have the appropriate criteria and rigor tied to the incentive performance targets. We maintain a long-term perspective by requiring multi-year vesting and denominating our awards in stock, which, coupled with our robust stock ownership guidelines, effectively aligns management’s long-term interests with those of our stockholders. | | | Strategic Factors | Adjustment of 90-110% of initial funding amount based on (i) the NEOs’ collective achievement against strategic factors linked to performance objectives related to the environment, customer experience and human capital measures and (ii) the Committee applying its business judgment to make further adjustments for individual NEOs based on performance. | | Not applicable | |

  43. 2025 Target Total Direct Compensation (“TTDC”)

    | NEO | Base Salary(2) | TTDC(1) Target AICP | Target LTIP | Total | | Matthew Flannery | $1,200,000 | $1,800,000 | $10,000,000 | $13,000,000 | | William (Ted) Grace | $700,000 | $630,000 | $2,500,000 | $3,830,000 | | Craig Pintoff | $735,000 | $661,500 | $3,400,000 | $4,796,500 | | Michael Durand | $670,000 | $603,000 | $2,500,000 | $3,773,000 | | Joli Gross | $600,000 | $540,000 | $1,250,000 | $2,390,000 |

  44. The Role of the Committee

    The Role of the Committee The Committee is made up of independent, non-employee members of the Board and oversees the executive compensation program for our NEOs. The Committee works very closely with its independent compensation consultant and management to evaluate the effectiveness of the Company’s executive compensation program throughout the year. The Committee’s specific responsibilities are set forth in its charter, which can be found on the Company’s website at http://www.unitedrentals.com (go to “Company” tab → “Investor Relations” → “Governance”). The Committee makes all final compensation and equity award decisions regarding our NEOs. The Committee seeks to ensure that the total compensation paid to our NEOs: is fair, reasonable, and competitive; provides an appropriate balance of base pay and short-term and long-term incentives; and does not cause unnecessary risk-taking.

  45. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Committee has engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant. Pearl Meyer reports directly to the Committee and does not provide any other services to the Company. In May 2025, the Committee performed an independence assessment of Pearl Meyer pursuant to SEC and NYSE rules and standards. In performing its evaluation, the Committee took into consideration a letter from Pearl Meyer confirming its independence based on factors set forth in the NYSE rules for compensation committee advisors. At the culmination of the evaluation, the Committee determined that Pearl Meyer is an independent advisor. As the Committee’s compensation consultant, Pearl Meyer generally reviews, analyzes, and provides advice about the Company’s executive compensation programs for senior executives. Pearl Meyer considers the objectives of these programs, compares the programs to designated peer group companies (discussed below under “The Role of Benchmarking and the Peer Group”) and best practices, and provides information and advice on competitive compensation practices and trends, along with specific views on the Company’s compensation programs. In 2025, Pearl Meyer also provided advice to the Committee on director compensation and related market practices. Pearl Meyer regularly attends Committee meetings and also responds on a regular basis to questions from members of the Committee, providing them with analysis and insights with respect to the design and implementation of current or proposed compensation programs.

  46. The Role of Benchmarking and the Peer Group

    The Role of Benchmarking and the Peer Group The Company competes with business entities across multiple industries for top executive-level talent. To this end, the Committee evaluates, on an annual basis, industry-specific and general market compensation practices and trends to ensure that our program and NEO pay opportunities remain appropriately competitive (but the Company does not target a specific benchmarking level). The Committee compares each component of the total compensation package to the compensation components of comparable executive positions of a peer group of publicly traded companies (the “Peer Group”). If information for a sufficient number of comparable positions in the Peer Group for the applicable year is not publicly available, the Committee will also consider comparisons with general industry executive compensation benchmarking data from Towers Watson’s U.S. CDB General Industry Executive Database. The companies that make up the Peer Group and the General Industry Executive Database may vary from year to year. While the Committee does not use a specific formula to determine the allocation between performance-based and fixed compensation, it does review total compensation and competitive benchmarking when determining such allocation. In setting 2025 target compensation levels for the NEOs, the Company used the Peer Group detailed in the following table. This Peer Group differed from that used by the Committee to set 2024 target compensation levels for NEOs in that it (1) removed C.H. Robinson and (2) added each of Illinois Tool Works and Otis Worldwide, in each case to reflect larger companies that more appropriately represent similarly-situated companies to the Company.

  47. The Role of Benchmarking and the Peer Group

    | Peer Group | | | Carrier Global Corporation | Republic Services, Inc. | | Cintas Corporation | Rockwell Automation Inc. | | Dover Corporation | Stanley Black & Decker, Inc. | | Fortive Corporation | Trane Technologies plc | | Illinois Tool Works | Waste Management, Inc. | | J.B. Hunt Transport Services, Inc. | Waste Connections, Inc. | | Masco Corporation | WESCO International, Inc. | | Otis Worldwide Corporation | W. W. Grainger, Inc. | | Parker-Hannifin Corporation | Xylem, Inc. |

  48. The Role of Benchmarking and the Peer Group

    This Peer Group was determined by the Committee based on an in-depth review conducted by its independent compensation consultant, Pearl Meyer, which included an assessment of potential comparators, such as those presented in the following table, to evaluate the degree to which the current peers have kept pace with the Company’s growth and evolution and a broader market review to identify appropriate and relevant removals and/or additions to the peer group.

  49. The Role of Benchmarking and the Peer Group

    | Peer Group Data ($M)(1) | | | | | Percentile | Annual Revenue | Market Cap | Enterprise Value | | 75th | $18,615 | $66,183 | $72,355 | | 50th | $15,137 | $42,310 | $48,903 | | 25th | $8,867 | $25,813 | $28,764 | | URI(2) | $15,027 | $48,437 | $60,736 | | Percentile Rank | 50th | 55th | 65th |

  50. The Role of Benchmarking and the Peer Group

    As presented to the Committee in April 2024. Market-based metrics are as of March 31, 2024. Revenue is 2024 estimated revenue as of March 31, 2024 and does not reflect actual results. (2) The Company’s annual revenue is estimated 2024 revenue as of March 31, 2024 and does not reflect actual results. The Company’s market-based metrics are as of March 31, 2024. The 2025 TTDC opportunities, consisting of base salary, target AICP, and annual LTIP awards, were determined to be, on average, competitive with the market median.

  51. Annual Incentive Compensation Plan

    Annual Incentive Compensation Plan

  52. 2025 Funding Levels and Results

    | | | 2025 Performance Metrics ($M) | | | Payout Level | % of Target | Adjusted EBITDA(1) (50% weighting) | Economic Profit(1) (50% weighting) | | Maximum | 200% | $7,745 | $993 | | Target(2) | 100% | $7,315 | $653 | | Threshold | 50% | $6,562 | $56 | | Actual Results(1) | | $7,281 | $497 | | | | 97.7% of Target | 87.0% of Target | | Funded Amount | | 92.3% of Target | |

  53. 2025 Strategic Factors Framework and Results

    | Categories | Metrics | 2025 Goals | 2025 Results | | Environment | GHG Emissions Intensity Reduction: 2025 progress toward achieving our 2030 GHG emissions intensity reduction goal* *Goal is to reduce GHG emissions intensity by 35% by 2030, using 2018 as the baseline, where GHG emissions intensity means annual GHG emissions, including Scopes 1 and 2 emissions and Scope 3 emissions from third-party haulers, divided by annual revenue. | 28.2% reduction in GHG emissions intensity from 2018 baseline | Forecasted 23% reduction in GHG emissions intensity from 2018 baseline, which is below the goal. Scope 3 emissions from third-party haulers were higher than expected due to increased third-party hauling activity related to mega-project activity and our matting business Excluding Scope 3 emissions, forecasted 33.5% reduction in Scope 1 and 2 GHG emissions intensity from 2018 baseline, which is above the goal | | Customer Experience | Customer Experience: Net Promoter Score (“NPS”) | NPS score greater than or equal to 72.6 | Met goal and achieved greater than 1.5 percentage point improvement year-over-year | | | Customer Digital Adoption: Percentage of total Company revenue where a customer used a digital tool within the last 90 days | 76% adoption rate | Met goal, with a 77.5% adoption rate | | Human Capital | Employee Safety: Total Recordable Incident Rate (“TRIR”) | TRIR at or below .65 | Fell short of stretch goal with 0.75 TRIR; however, we improved 7.4% year-over-year against strong performance in 2024 | | | Employee Engagement: Employee engagement Net Promoter (“eNPS”) survey results | Overall eNPS remains in the top 10% of the Peakon Benchmark | Met goal; earned overall eNPS in the top 5% or 10% of the Peakon Benchmark for all surveys conducted during 2025 | | | Employee Retention: Improvement in overall employee retention | Voluntary turnover at or below 11.5% | Met goal, with 10.8% voluntary turnover |

  54. 2025 AICP Pay Outcomes

    2025 AICP Pay Outcomes Based on the adjusted EBITDA and economic profit results discussed above, funding was set at 92.3% of each NEO’s applicable bonus target, subject to adjustment up or down between 90% and 110% of the funded amount based on (i) the collective achievement against the non-financial performance objectives and (ii) the Committee applying its business judgment to make further adjustments for individual NEOs based on performance. In determining whether or not to adjust the funded amount, the Committee considered 2025 results under the strategic factors framework, including strong performance on the two customer experience goals, and on the employee engagement and employee retention goals, balanced against (i) forecasted performance on the GHG emissions intensity reduction being below the goal due to increased outside hauling activity and (ii) falling short of the stretch safety goal, but still delivering strong year-over-year improvement and overall performance. After consideration of all relevant factors, the Committee determined to adjust each of the NEOs’ funding upwards to 107.5% of the funded amount, which resulted in bonus payouts equal to 99.2% of each NEO’s target amount. The Committee did not make further adjustments for individual NEOs based on performance. To further align the economic interests of our NEOs with those of our stockholders, earned annual incentive amounts were generally delivered as 51% in cash and 49% in vested shares of the Company’s common stock for 2025. The following table lists the actual awards and bonuses earned by our active NEOs for 2025 (and paid in 2026).

  55. 2025 AICP Pay Outcomes

    | | Actual Payout | | | Actual Payout ($) | | | NEO | As a % of Funded Amount | As a % of Target Amount(1) | | Cash(2) | Vested Shares(3) | | Matthew Flannery | 107.5% | 99.2% | $901,505 | | $866,362 | | William (Ted) Grace | 107.5% | 99.2% | $315,433 | | $303,269 | | Craig Pintoff | 107.5% | 99.2% | $330,812 | | $318,603 | | Michael Durand | 107.5% | 99.2% | $300,647 | | $289,639 | | Joli Gross | 107.5% | 99.2% | $270,732 | | $260,675 |

  56. Long-Term Incentive Plan (“LTIP”) (Equity Compensation)

    Long-Term Incentive Plan (“LTIP”) (Equity Compensation) Equity compensation directly aligns the interests of the NEOs with those of our stockholders. In 2025, the Company granted annual equity compensation awards under the 2019 Long-Term Incentive Plan as follows (these charts do not include any one-time grants or awards): Performance-based restricted stock units (“PRSUs”) are earned and vest only when a specified performance level is achieved. Time-based restricted stock units (“RSUs”) vest ratably over a three-year period based solely on continued service. Time-based RSUs help to secure and retain executives and instill an ownership mentality. All such awards provide for payment of cash dividend equivalent amounts if and to the extent the corresponding units are earned, vested and settled.

  57. 2025 LTIP Awards

    2025 LTIP Awards In determining the size of each equity award granted, the Committee considers a variety of factors, including benchmarking data on competitive long-term incentive values, the percentage of long-term incentive value to be allocated to PRSUs and time-based RSUs, and the NEO’s position within the Company. The actual number of PRSUs and time-based RSUs granted is calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the equity award grant date. The closing price of the Company’s stock on March 5, 2025 (the date of the grant) was $633.89. The table below shows the target PRSUs and time-based RSUs awarded for fiscal 2025 for each of the NEOs:

  58. 2025 LTIP Awards

    | | 2025 LTIP Awards | | | | | | 2025 PRSUs(1) | | 2025 Time-Based RSUs(2) | | | NEO | # of Units | Grant Date $ Value | # of Units | Grant Date $ Value | | Matthew Flannery | 12,621 | $8,000,326 | 3,156 | $2,000,557 | | William (Ted) Grace | 2,761 | $1,750,170 | 1,184 | $750,526 | | Craig Pintoff | 3,755 | $2,380,257 | 1,610 | $1,020,563 | | Michael Durand | 2,761 | $1,750,170 | 1,184 | $750,526 | | Joli Gross | 1,381 | $875,402 | 592 | $375,263 |

  59. 2025 LTIP Awards

    (1) Earned PRSUs vest in one-third increments annually, subject to the satisfaction of the performance criteria described in the next section, “A Closer Look at Performance-Based RSUs (“PRSUs”).” Time-based RSUs vest in one-third increments on each anniversary of the grant date, generally subject to continued employment.

  60. A Closer Look at Performance-Based RSUs (“PRSUs”)

    A Closer Look at Performance-Based RSUs (“PRSUs”) Performance criteria for our PRSUs measure annual performance over the course of a three-year period, rather than measuring performance once at the end of the three-year period, to better account for the dynamic nature of our business. Accordingly, one-third of our NEOs’ PRSUs are eligible to vest each year, in an amount ranging from 0% to 200% of target, based on achievement of annual performance metrics and generally subject to the NEO’s continued employment through fiscal year-end. We measure performance annually because we operate in a highly cyclical and volatile business environment in which forecasting multi-year performance is extremely difficult and possibly counterproductive. By reestablishing goals annually, we ensure that we always have the appropriate criteria and rigor tied to the incentive performance targets. We maintain a long-term perspective by requiring multi-year vesting and denominating our awards in stock, which, coupled with our robust stock ownership guidelines, effectively aligns management’s long-term interests with those of our stockholders.

  61. A Closer Look at Performance-Based RSUs (“PRSUs”)

    | Understanding the Differences: Reported PRSUs in the Summary Compensation Table vs. Target PRSUs Approved by the Committee As discussed above, PRSUs vest annually over a three-year period based on the attainment of performance goals that are set and measured in each year of the three-year period. While the annual goal-setting feature is appropriate due to the highly-cyclical and volatile business environment in which we operate, it can result in differences between the reported PRSU award grant date fair value (“GDFV”) in the Summary Compensation Table and the target PRSU award GDFV that is approved by the Committee based on targeted market position and performance. The differences in GDFVs are due to the SEC requirement that PRSU award values disclosed in the Summary Compensation Table reflect the GDFV of the PRSU as determined under SEC accounting rules, which stipulate that grant date is established when the underlying terms of the award are fixed. Because our PRSU goals are set on an annual basis, the grant date and associated award fair value are established annually over the three-year performance period—resulting in differences between what is reported in the Summary Compensation Table (further described in footnote 4 thereto) and the amount of the award the Committee originally awarded. In years when the stock price declines, the reported PRSU award GDFV will be lower than the target GDFV. In years when the stock price increases, the reported PRSU award GDFV will exceed the target GDFV. 2025 CEO Impact: The reported PRSU award GDFV in the 2025 Summary Compensation Table for Mr. Flannery of $7,079,917 compared to the target PRSU award GDFV approved by the Committee of $6,667,014 results in a $412,903 difference in reported versus target PRSU award GDFV. |

  62. 2025 PRSU Outcomes

    | | | 2025 Performance Metrics ($M) | | | Payout Level | % of Target | Total Revenue (50% weighting)(1) | ROIC (50% weighting)(1) | | Maximum | 200% | $16,598 | 13.47% | | Target(2) | 100% | $15,881 | 12.29% | | Threshold | 50% | $14,626 | 10.18% | | Actual(1) | | $16,114 | 11.72% | | | | 132.6% of Target | 86.5% of Target | | Earned Amount | | 109.5% of Target | |

  63. Practices Related to the Grant of Certain Equity Awards

    Practices Related to the Grant of Certain Equity Awards In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

  64. Compensation Forfeiture and Recoupment Policies

    Compensation Forfeiture and Recoupment Policies The Company maintains a Financial Restatement Recovery Policy (the “Dodd-Frank Clawback Policy”), which is designed to comply with Section 10D-1 of the Exchange Act and the applicable listing standards of the New York Stock Exchange. The Dodd-Frank Clawback Policy requires the Company to recoup any erroneously awarded incentive-based compensation received by certain executives, including each NEO, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. The Dodd-Frank Clawback Policy generally applies to all incentive-based compensation received by a covered executive during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement after the policy’s effective date. The Dodd-Frank Clawback Policy was filed as Exhibit 97 to our annual report on Form 10-K for the year ended December 31, 2025 (referred to therein as the “Financial Restatement Clawback Policy”). The Company also maintains an Injurious Conduct Clawback Policy (the “Injurious Conduct Policy”) which provides for clawback of cash or equity compensation (regardless of whether it is time-based or performance-based) that was paid to, and received by, covered employees, including each NEO, on or after the date which is one year prior to the date the injurious conduct occurred. The Injurious Conduct Policy is triggered by certain misconduct including fraud, dishonesty, breach of restrictive covenants and other acts which could have a materially adverse or injurious impact on the Company. Any forfeiture and/or recoupment under the Injurious Conduct Policy will be in addition to any relief available to the Company under the Dodd-Frank Clawback Policy or any employment agreement or other agreement with the applicable employee. The Company’s PRSU and time-based RSU award agreements and AICP also give the Committee the ability to recoup (or require repayment and/or other forfeiture of) equity compensation, in the case of the PRSU and time-based RSU award agreements and cash compensation, in the case of the AICP, in the event of a mandatory restatement or injurious conduct.

  65. Termination and Change in Control Benefits

    Termination and Change in Control Benefits The provision of reasonable severance benefits is common among similar companies and is essential to recruiting and retaining key executives. Accordingly, the employment agreements with our NEOs generally provide for varying levels of severance in the event that the Company terminates the executive’s employment without “cause” or the executive resigns for “good reason” (each as defined in the applicable employment agreement, as described in more detail under “Benefits upon Termination of Employment”). Upon a qualifying termination, Mr. Flannery would receive a severance payment equal to 200% of his annual base salary and target incentive opportunity for the then-current fiscal year paid over a two-year period; and Messrs. Grace, Pintoff and Durand and Ms. Gross would receive a severance payment equal to 100% of his or her annual base salary and target incentive opportunity paid over a one-year period. Upon a qualifying termination, the Company would also provide each NEO with COBRA continuation coverage for a 12- to 18-month period. Severance payments to the NEOs are conditioned on the execution of a release of claims in favor of the Company. In addition, each of the NEOs is subject to non-competition and non-solicitation restrictions for a period of time following their termination, as described in more detail under “Benefits upon Termination of Employment.” All unvested PRSUs, time-based RSUs and stock options granted to each of the NEOs provide for forfeiture on the NEO’s termination of employment for any reason, except in the case of a qualifying termination following a change in control or upon death, disability or retirement, each as described below. Vested stock options will remain outstanding and exercisable for 30 days following a termination without cause or a resignation for good reason, and will remain outstanding and exercisable for one year following a termination as a result of death or permanent disability. For PRSU awards, upon an awardee’s death, all units that could have been earned for the performance period in which the death occurs will vest based on target performance, and upon an awardee’s permanent disability, all units that could have been earned for the performance period in which the disability occurs will vest based on actual performance. The time-based RSU awards provide for vesting of all outstanding units upon death or permanent disability. Upon a termination as a result of retirement, time-based RSUs awarded will vest and be delivered upon such retirement. Outstanding PRSU awards will remain outstanding and vest based on actual performance for the full performance period and be delivered on the normal settlement schedule. For the NEOs, retirement requires: (1) attainment of age 60; (2) age plus years of continuous service equal to at least 70; and (3) at least one year’s prior written notice of retirement unless otherwise determined by the Committee. The prospect of a change in control of the Company can cause significant distraction and uncertainty for executive officers and, accordingly, the Committee believes that appropriate change in control provisions are important tools for aligning executive interests in change in control scenarios with those of stockholders. In addition, changes to the Company following a change in control may affect the ability to achieve previously set performance measures. Consequently, outstanding RSUs and stock option awards held by the NEOs provide for “double trigger” treatment upon a change in control. A “change in control” for this purpose is defined in the employment agreement for Mr. Flannery, in the applicable award agreement or in the LTIP, as set forth in more detail under “Benefits upon a Change in Control.” If the change in control results in shares of common stock of the Company (or any direct or indirect parent entity) being publicly traded and the grantee’s employment is terminated by the Company without “cause” or by the individual for “good reason” within the 12 months following the change in control, then all such RSUs and stock options will vest in full, and all performance conditions for PRSUs will be deemed satisfied at the target level. However, in the limited circumstances that the change in control results in none of the common stock of the Company (or any direct or indirect parent entity) being publicly traded following a change in control, then all outstanding awards will vest in full, and all performance conditions for PRSUs will be deemed satisfied at their target level upon the date of such change in control. The Internal Revenue Code imposes an excise tax on the value of certain payments that are contingent upon a change in control, referred to as parachute payments, which exceed a safe harbor amount. The Company does not provide any executive with a gross-up for any excise tax that may be triggered. The employment agreement for Mr. Flannery provides that if the executive receives payments that would result in the imposition of the excise tax, such payments will be reduced to the safe harbor amount so that no excise tax is triggered if the net after-tax benefit to him is greater than the net after-tax benefit that he would receive if no reduction occurred. The severance and change in control provisions of our NEOs’ employment agreements and other arrangements are described in more detail in the sections “Benefits upon Termination of Employment” and “Benefits upon a Change in Control,” respectively.

  66. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our NEOs: for Mr. Flannery, effective May 8, 2019, and amended November 9, 2023; for Mr. Grace, effective July 29, 2022, and amended November 3, 2022; for Mr. Pintoff, effective January 20, 2016, and amended April 23, 2021; for Mr. Durand, effective September 29, 2023; and for Ms. Gross, effective May 12, 2023. The employment agreements for Messrs. Flannery and Pintoff generally provide that they are entitled to participate in the Company’s benefit plans and programs, to the extent such NEO is eligible under the terms thereof, and receive the benefits and perquisites generally provided by us to our executives, including family medical insurance (subject to applicable employee contributions). Upon a termination of employment (including, for Mr. Flannery, a termination following a change in control of the Company), the employment agreements provide for the benefits described above under “Termination and Change in Control Benefits,” and below under “Benefits upon Termination of Employment” and “Benefits upon a Change in Control.” The employment agreements also generally provide that, during the period of employment, the NEO will not engage in any activity that would conflict with the executive’s duties and cannot engage in any other employment. In addition, the employment agreements provide for indefinite confidentiality obligations as well as post-termination non-compete and non-solicit restrictions for two years for Mr. Flannery and one year for Messrs. Grace, Pintoff and Durand and Ms. Gross.

  67. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company’s nonqualified deferred compensation plan, the Executive Nonqualified Excess Plan (“ENEP”), is an unfunded plan. The participants in the plan are unsecured general creditors of the Company. The ENEP permits a select group of management and other highly compensated employees, including the NEOs, to defer all or part of their base salary and annual incentive compensation. Deferred amounts are credited with earnings (or losses) based on the investment experience of measurement indices selected by the participant from among the choices offered by the plan. The ENEP also provides for additional contributions that are discretionary on the part of the Company. The Company did not make any such contributions to the ENEP in 2025.

  68. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid to or earned by each of the NEOs for the fiscal years ended December 31, 2025, 2024 and 2023.

  69. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Matthew Flannery | 2025 | 1,187,671(5) | — | 9,080,474 | — | 1,767,656 | 21,770 | 12,057,571 | | President and Chief | 2024 | 1,137,568 | — | 10,027,900 | — | 1,884,837 | 23,550 | 13,073,855 | | Executive Officer | 2023 | 1,087,671 | — | 8,046,319 | — | 1,844,990 | 23,276 | 11,002,256 | | William (Ted) Grace | 2025 | 692,603(6) | — | 2,221,151 | — | 618,496 | 9,371 | 3,541,621 | | Executive Vice President, | 2024 | 657,444 | — | 1,748,721 | — | 653,592 | 10,162 | 3,069,919 | | Chief Financial Officer | 2023 | 612,226 | — | 1,009,908 | — | 623,103 | 8,650 | 2,253,887 | | Craig Pintoff | 2025 | 726,370(7) | — | 3,166,914 | — | 648,651 | 14,805 | 4,556,740 | | Executive Vice President, | 2024 | 692,386 | — | 3,340,734 | — | 688,329 | 14,055 | 4,735,504 | | Chief Administrative Officer | 2023 | 661,516 | — | 2,469,709 | — | 673,269 | 13,822 | 3,818,316 | | Michael Durand | 2025 | 660,137(8) | — | 2,032,885 | — | 589,504(9) | 8,915 | 3,291,441 | | Executive Vice President, | 2024 | 622,541 | — | 1,814,966 | — | 618,893 | 13,332 | 3,069,732 | | Chief Operating Officer | 2023 | 520,182 | | 1,554,756 | | 488,073 | 8,682 | 2,571,693 | | Joli Gross | 2025 | 594,452(10) | — | 1,194,883 | — | 530,848 | 15,754 | 2,335,937 | | Senior Vice President, | 2024 | 570,663 | — | 1,302,103 | — | 567,319 | 14,137 | 2,454,222 | | Chief Legal & Sustainability Officer, Corporate Secretary | 2023 | 538,904 | — | 975,554 | — | 487,536 | 9,737 | 2,011,731 |

  70. Summary Compensation Table

    ________________ (1) Except as otherwise noted, the amount in this column represents the grant date fair value of the stock awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718), disregarding for this purpose the effect of estimated forfeitures. (2) Pursuant to FASB ASC Topic 718, the accounting grant date is the date the performance metrics are approved by the Compensation Committee and communicated to the employee. Since the Compensation Committee does not establish performance metrics until after the beginning of each fiscal year, the performance-based RSUs (“PRSUs”) subject to performance vesting in 2026 and 2027 have not been expensed and are therefore not included in the table above. (3) Amounts for each NEO include the aggregate grant date fair value of time-based RSUs and PRSUs. The aggregate grant date fair value of PRSUs granted on March 5, 2025 as determined under applicable accounting rules, which represents the first tranche of the PRSUs awarded in 2025, the second tranche of the PRSUs awarded in 2024 and the third tranche of the PRSUs awarded in 2023, is computed in accordance with FASB ASC Topic 718, and represents the probable grant date fair values on the date of grant based on target performance. The grant date fair value of such awards for Mr. Flannery is $7,079,917 (representing 3,967 PRSUs awarded in 2023, 2,995 PRSUs awarded in 2024 and 4,207 PRSUs awarded in 2025), for Mr. Grace is $1,470,625 (representing 744 PRSUs awarded in 2023, 655 PRSUs awarded in 2024 and 921 PRSUs awarded in 2025), for Mr. Pintoff is $2,146,352 (representing 1,151 PRSUs awarded in 2023, 983 PRSUs awarded in 2024 and 1,252 PRSUs awarded in 2025), for Mr. Durand is $1,282,359 (representing 447 PRSUs awarded in 2023, 655 PRSUs awarded in 2024 and 921 PRSUs awarded in 2025), for Ms. Gross is $819,620 (representing 472 PRSUs awarded in 2023, 360 PRSUs awarded in 2024 and 461 PRSUs awarded in 2025). Assumptions used to calculate these amounts are set forth in footnote 2 to “Grants of Plan-Based Awards in 2025” below and in “Notes to Consolidated Financial Statements—2. Summary of Significant Accounting Policies—Stock-Based Compensation” in the Company’s Form 10-K. (4) This column includes the Company’s matching contributions to the Company’s 401(k) plan, which for 2025 were $4,000 for each NEO. In 2025, the Company also paid for the following: for Mr. Flannery, $6,345 for supplemental life insurance, $6,298 for individual disability insurance and $5,127 for an executive health program; for Mr. Grace, $5,371 for individual disability insurance; for Mr. Pintoff, $5,678 for individual disability insurance and $5,127 for an executive health program; for Mr. Durand, $4,915 for individual disability insurance; and for Ms. Gross, $5,678 for individual disability insurance, $5,127 for an executive health program and $949 for an executive wellness benefit. (5) Mr. Flannery’s annual base salary was $1,150,000 through March 31, 2025 and was raised during the first quarter of 2025 to $1,200,000 to reflect a merit increase in connection with our annual review of our NEOs’ base salaries, effective April 1, 2025. (6) Mr. Grace’s annual base salary was $670,000 through March 31, 2025 and was raised during the first quarter of 2025 to $700,000 to reflect a merit increase in connection with our annual review of our NEOs’ base salaries, effective April 1, 2025. (7) Mr. Pintoff’s annual base salary was $700,000 through March 31, 2025 and was raised during the first quarter of 2025 to $735,000 to reflect a merit increase in connection with our annual review of our NEOs’ base salaries, effective April 1, 2025. (8) Mr. Durand’s annual base salary was $630,000 through March 31, 2025 and was raised during the first quarter of 2025 to $670,000 to reflect a merit increase in connection with our annual review of our NEOs’ base salaries, effective April 1, 2025. Mr. Durand elected to defer $98,862 of his annual base salary under the ENEP (the Company’s Deferred Compensation Plan), as described below under “Nonqualified Deferred Compensation in 2025.” (9) Mr. Durand elected to defer $90,194 of his annual bonus under the ENEP (the Company’s Deferred Compensation Plan), as described below under “Nonqualified Deferred Compensation in 2025.” Ms. Gross’s annual base salary was $577,500 through March 31, 2025 and was raised during the first quarter of 2025 to $600,000 to reflect a merit increase in connection with our annual review of our NEOs’ base salaries, effective April 1, 2025. Ms. Gross elected to defer $89,078 of her annual base salary under the ENEP (the Company’s Deferred Compensation Plan), as described below under “Nonqualified Deferred Compensation in 2025.”

  71. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The table below summarizes the equity and non-equity awards granted to the NEOs in 2025.

  72. Grants of Plan-Based Awards in 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | Threshold ($)(3) | Target ($)(3) | Maximum ($)(3) | Threshold (#)(4) | Target (#)(4) | Maximum (#)(4) | | | | | | Matthew Flannery | 3/5/2025 | — | — | — | 1,984 | 3,967 | 7,934 | — | — | — | 2,514,642 | | | 3/5/2025 | — | — | — | 1,498 | 2,995 | 5,990 | — | — | — | 1,898,501 | | | 3/5/2025 | — | — | — | 2,104 | 4,207 | 8,414 | — | — | — | 2,666,775 | | | 3/5/2025 | — | — | — | — | — | — | 3,156 | — | — | 2,000,557 | | | | 892,535 | 1,785,070 | 3,927,154 | — | — | — | — | — | — | — | | William (Ted) Grace | 3/5/2025 | — | — | — | 372 | 744 | 1,488 | — | — | — | 471,614 | | | 3/5/2025 | — | — | — | 328 | 655 | 1,310 | — | — | — | 415,198 | | | 3/5/2025 | — | — | — | 461 | 921 | 1,842 | — | — | — | 583,813 | | | 3/5/2025 | — | — | — | — | — | — | 1,184 | — | — | 750,526 | | | | 312,295 | 624,589 | 1,374,096 | — | — | — | — | — | — | — | | Craig Pintoff | 3/5/2025 | — | — | — | 576 | 1,151 | 2,302 | — | — | — | 729,607 | | | 3/5/2025 | — | — | — | 492 | 983 | 1,966 | — | — | — | 623,114 | | | 3/5/2025 | — | — | — | 626 | 1,252 | 2,504 | — | — | — | 793,630 | | | 3/5/2025 | — | — | — | — | — | — | 1,610 | — | — | 1,020,563 | | | | 327,520 | 655,040 | 1,441,089 | — | — | — | — | — | — | — | | Michael Durand | 3/5/2025 | — | — | — | 224 | 447 | 894 | — | — | — | 283,349 | | | 3/5/2025 | — | — | — | 328 | 655 | 1,310 | — | — | — | 415,198 | | | 3/5/2025 | — | — | — | 461 | 921 | 1,842 | — | — | — | 583,813 | | | 3/5/2025 | — | — | — | — | — | — | 1,184 | — | — | 750,526 | | | | 297,656 | 595,312 | 1,309,685 | — | — | — | — | — | — | — | | Joli Gross | 3/5/2025 | — | — | — | 236 | 472 | 944 | — | — | — | 299,196 | | | 3/5/2025 | — | — | — | 180 | 360 | 720 | — | — | — | 228,200 | | | 3/5/2025 | — | — | — | 231 | 461 | 922 | — | — | — | 292,223 | | | 3/5/2025 | — | — | — | — | — | — | 592 | — | — | 375,263 | | | | 268,038 | 536,077 | 1,179,369 | — | — | — | — | — | — | — |

  73. Grants of Plan-Based Awards in 2025

    ________________ (1) The amounts in this column represent the number of time-based RSUs awarded to each of the NEOs in 2025. (2) The amounts in this column represent the grant date fair value of stock awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). For stock awards, the grant date fair value is the fair market value of the Company’s common stock on the grant date multiplied by the number of shares subject to the grant. For a discussion of the assumptions involved in the Company’s valuations, please see “Notes to Consolidated Financial Statements-2. Summary of Significant Accounting Policies-Stock-Based Compensation” in the Company’s Form 10-K. (3) Represents the threshold, target and maximum, as applicable, annual incentive amounts payable under the 2025 AICP. Such amounts for each NEO take into account base salaries for the year on a prorated basis, considering the effective date of any changes during the year. The actual incentive amounts paid to our NEOs for 2025 performance pursuant to the 2025 AICP are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Represents the threshold, target and maximum, as applicable, number of awards for the third tranche of PRSUs awarded in 2023, the second tranche of PRSUs awarded in 2024 and the first tranche of the PRSUs awarded in 2025 that have been accounted for pursuant to FASB ASC Topic 718. With regard to the PRSUs awarded in 2023, the target number of units granted on March 2, 2023, without regard to grant date (as determined under applicable accounting rules), was 3,967 for Mr. Flannery, 744 for Mr. Grace, 1,151 for Mr. Pintoff, 447 for Mr. Durand and 472 for Ms. Gross. With regard to the PRSUs awarded in 2024, the target number of units granted on March 4, 2024, without regard to grant date (as determined under applicable accounting rules), was 2,995 for Mr. Flannery, 655 for Mr. Grace, 983 for Mr. Pintoff, 655 for Mr. Durand and 360 for Ms. Gross. With regard to the PRSUs awarded in 2025, the target number of units granted on March 5, 2025, without regard to grant date (as determined under applicable accounting rules), was 4,207 for Mr. Flannery, 921 for Mr. Grace, 1,252 for Mr. Pintoff, 921 for Mr. Durand and 461 for Ms. Gross. As described under “—Compensation Discussion and Analysis—The 2025 Executive Compensation Program in Detail—Long Term Incentive Plan (“LTIP”) (Equity Compensation)” above, the number of units that will vest will vary from 0% to 200% of target based on achievement of annual performance metrics. Since the Compensation Committee does not establish performance metrics until after the beginning of each fiscal year, the units subject to performance vesting in 2026 and 2027 have not been expensed and are therefore not included in the table above.

  74. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below summarizes the unvested RSUs and PRSUs for each NEO as of December 31, 2025. The vesting schedule for each grant can be found in the footnotes to this table, based on the grant date.

  75. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(3) | | Matthew Flannery | — | — | — | — | 17,877(4) | 14,468,214 | 11,409 | 9,233,532 | | William (Ted) Grace | — | — | — | — | 4,607(5) | 3,728,537 | 2,496 | 2,020,063 | | Craig Pintoff | — | — | — | — | 6,655(6) | 5,386,025 | 3,486 | 2,821,290 | | Michael Durand | — | — | — | — | 5,280(7) | 4,273,210 | 2,496 | 2,020,063 | | Joli Gross | — | — | — | — | 2,521(8) | 2,040,296 | 1,281 | 1,036,739 |

  76. Outstanding Equity Awards at Fiscal Year-End

    ________________ (1) Amounts in these columns include: (i) time-based RSUs; and (ii) PRSUs, shown at the actual payout levels, that were earned and vested in January 2026 based on the actual performance levels achieved for 2025. As described under “—Compensation Discussion and Analysis—The 2025 Executive Compensation Program in Detail—A Closer Look at Performance-Based RSUs (“PRSUs”)”, the Committee determined that 109.5% of the target PRSUs were earned for the performance cycle; namely, the first tranche of 2025 awards, the second tranche of 2024 awards and the third tranche of 2023 awards. (2) Amounts in these columns reflect a closing price per share of the Company’s common stock on the NYSE of $809.32 on December 31, 2025 (the last day of the fiscal year). (3) Amounts in these columns represent PRSUs for which the applicable performance metrics had not been established as of December 31, 2025. In accordance with applicable accounting and SEC rules, these amounts do not appear in the Summary Compensation Table or Grants of Plan-Based Awards Table. Amounts are shown at target levels; actual amounts earned, if any, will be based on achievement of performance metrics for 2026 or 2027 (once established), as applicable. For Mr. Flannery, represents (i) 2,995 PRSUs representing target potential payout remaining from awards on March 4, 2024, and (ii) 8,414 PRSUs representing target potential payout remaining from awards on March 5, 2025; for Mr. Grace, represents (i) 656 PRSUs representing target potential payout remaining from awards on March 4, 2024, and (ii) 1,840 PRSUs representing target potential payout remaining from awards on March 5, 2025; for Mr. Pintoff, represents (i) 983 PRSUs representing target potential payout remaining from awards on March 4, 2024 and (ii) 2,503 PRSUs representing target potential payout remaining from awards on March 5, 2025; for Mr. Durand, represents (i) 656 PRSUs representing target potential payout remaining from awards on March 4, 2024 and (ii) 1,840 PRSUs representing target potential payout remaining from awards on March 5, 2025; and for Ms. Gross, represents (i) 361 PRSUs representing target potential payout remaining from awards on March 4, 2024, and (ii) 920 PRSUs representing target potential payout remaining from awards on March 5, 2025. (4) Represents (i) 3,156 unvested time-based RSUs from a grant on March 5, 2025, 1,052 of which vested on March 5, 2026, and the remainder of which will vest ratably on March 5, 2027 and 2028 subject to continued employment; (ii) 1,498 unvested time-based RSUs from a grant on March 4, 2024, 749 of which vested on March 4, 2026, and the remainder of which will vest on March 4, 2027 subject to continued employment; (iii) 992 unvested time-based RSUs from a grant on March 2, 2023, all of which vested on March 2, 2026; (iv) 4,607 unvested PRSUs from an award on March 5, 2025, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; (v) 3,280 unvested PRSUs from an award on March 4, 2024, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; and (vi) 4,344 unvested PRSUs from an award on March 2, 2023, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025. (5) Represents (i) 1,184 unvested time-based RSUs from a grant on March 5, 2025, 395 of which vested on March 5, 2026, 395 of which will vest on March 5, 2027 and 394 of which will vest on March 5, 2028 subject to continued employment; (ii) 562 unvested time-based RSUs from a grant on March 4, 2024, 281 of which vested on March 4, 2026 and the remainder of which will vest on March 4, 2027 subject to continued employment; (iii) 319 unvested time-based RSUs from a grant on March 2, 2023, all of which vested on March 2, 2026; (iv) 1,009 unvested PRSUs from an award on March 5, 2025, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; (v) 718 unvested PRSUs from an award on March 4, 2024, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; and (vi) 815 unvested PRSUs from an award on March 2, 2023, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025. Represents (i) 1,610 unvested time-based RSUs from a grant on March 5, 2025, 537 of which vested on March 5, 2026, 537 of which will vest on March 5, 2027 and 536 of which will vest on March 5, 2028 subject to continued employment; (ii) 843 unvested time-based RSUs from a grant on March 4, 2024, 421 of which vested on March 4, 2026 and the remainder of which will vest on March 4, 2027 subject to continued employment; (iii) 493 unvested time-based RSUs from a grant on March 2, 2023, all of which vested on March 2, 2026; (iv) 1,371 unvested PRSUs from an award on March 5, 2025, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; (v) 1,077 unvested PRSUs from an award on March 4, 2024, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; and (vi) 1,261 unvested PRSUs from an award on March 2, 2023, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025. Represents (i) 1,184 unvested time-based RSUs from a grant on March 5, 2025, 395 of which vested on March 5, 2026, 395 of which will vest on March 5, 2027 and 394 of which will vest on March 5, 2028 subject to continued employment; (ii) 562 unvested time-based RSUs from a grant on March 4, 2024, 281 which vested on March 4, 2026 and the remainder of which will vest on March 4, 2027, subject to continued employment; (iii) 1,125 unvested time-based RSUs from a grant on September 29, 2023, all of which will vest on September 29, 2026, subject to continued employment; (iv) 192 unvested RSUs from a grant on March 2, 2023, all of which vested on March 2, 2026; (v) 1,009 unvested PRSUs from an award on March 5, 2025, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; (vi) 718 unvested PRSUs from an award on March 4, 2024, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; and (vii) 490 unvested PRSUs from an award on March 2, 2023, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025. (8) Represents (i) 592 unvested time-based RSUs from a grant on March 5, 2025, 198 of which vested on March 5, 2026, and the remainder of which will vest ratably on March 5, 2027 and 2028 subject to continued employment; (ii) 310 unvested time-based RSUs from a grant on March 4, 2024, 155 of which vested on March 4, 2026 and the remainder of which will vest on March 4, 2027 subject to continued employment; (iii) 202 unvested time-based RSUs from a grant on March 2, 2023, all of which vested on March 2, 2026; (iv) 505 unvested PRSUs from an award on March 5, 2025, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; (v) 395 unvested PRSUs from an award on March 4, 2024, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025; and (vi) 517 unvested PRSUs from an award on March 2, 2023, which vested on January 28, 2026 based upon attainment of performance conditions related to 2025.

  77. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The table below summarizes, for each NEO, the vesting of stock awards in 2025 (with the value realized based on the closing price per share on the NYSE of our common stock on the date of vesting). There were no outstanding options in 2025, and therefore no option exercises.

  78. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Matthew Flannery | — | — | 17,526 | 12,732,733 | | William (Ted) Grace | — | — | 4,855 | 3,725,106 | | Craig Pintoff | — | — | 5,780 | 4,125,141 | | Michael Durand | — | — | 3,196 | 2,273,845 | | Joli Gross | — | — | 2,632 | 1,873,676 |

  79. Pension Benefits

    Pension Benefits The Company does not maintain any defined benefit pension plans.

  80. Nonqualified Deferred Compensation in 2025

    Nonqualified Deferred Compensation in 2025 The ENEP is an unfunded plan and the participants in the plan are unsecured general creditors of the Company. The ENEP permits a select group of management and other highly compensated employees and independent contractors of the Company to defer all or part of their base salary, service-based bonus and performance-based compensation. Deferred amounts are credited with earnings (or losses) based on the investment experience of measurement indices selected by the participant from among the choices offered by the plan. The ENEP also allows for additional contributions that are discretionary on the part of the Company. The Company did not make any contributions to the ENEP in 2025. Participants must elect to begin receiving distributions on a date at least two years following the end of the year of contribution and may receive payment of his or her vested account balance either in a single lump sum or in a series of annual installments over a period not to exceed five years. The entire vested account balance is paid out in a lump sum once a participant separates from service with the Company, unless the participant’s combined age plus years of service is equal to or greater than 65, in which case the participant may elect that the balance be paid out as a series of annual installments over a period not to exceed 10 years. The deferrals reflected in the following table were made under the ENEP.

  81. Nonqualified Deferred Compensation in 2025

    | Name | Executive Contributions in Last Fiscal Year ($)(1) (2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ (Distributions) ($) | Aggregate Balance at Last Fiscal Year End ($) | | Matthew Flannery | — | — | — | — | | William (Ted) Grace | — | — | — | — | | Craig Pintoff | — | — | — | — | | Michael Durand | 189,056 | 90,655 | — | 1,037,169(4) | | Joli Gross | 89,078 | 64,800 | — | 935,029(5) |

  82. Nonqualified Deferred Compensation in 2025

    (1) The amounts presented in this column include bonus amounts earned in 2025, which bonus amounts were paid and deferred in March 2026. (2) For Mr. Durand, $98,862 of the amount in this column is included in the “Salary” column in the Summary Compensation Table and the remaining $90,194 is included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for 2025. For Ms. Gross, the amount in this column is included in the “Salary” column in the Summary Compensation Table. (3) The amount of earnings reported in this column is not included in the Summary Compensation Table for 2025 because no such earnings would be considered above-market or preferential earnings. (4) This amount represents Mr. Durand’s balance under the ENEP at the end of 2025, $338,031 of which was previously disclosed in the Summary Compensation Tables for years prior to 2025. (5) This amount represents Ms. Gross’s balance under the ENEP at the end of 2025, $166,198 of which was previously disclosed in the Summary Compensation Tables for years prior to 2025.

  83. Pay Versus Performance Table - Compensation Definitions

    Pay Versus Performance Table - Compensation Definitions The table below presents the SEC-defined “Compensation Actually Paid,” or CAP, and provides a comparison of CAP to various financial measures used to gauge performance at the Company. Salary, Bonus, Non-Equity Incentive Plan Compensation, and All Other Compensation are each calculated in the same manner for purposes of both CAP and the Summary Compensation Table (SCT). The primary difference between the calculation of CAP and SCT total compensation is the treatment of “Stock Awards” as summarized below: • The SCT “Stock Awards” total includes the grant date fair value of stock awards granted during the year. • The CAP total includes the “Stock Awards” total calculated as the year-over-year change in the fair value of stock awards that are unvested as of the end of the year, or that vested or were forfeited during the year.

  84. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, and our financial performance for each such fiscal year:

  85. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M)(6) | Adj. EBITDA ($M)(7) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return (5) | | | | 2025 | $12,057,571 | $19,027,354 | $3,431,435 | $5,214,962 | $360 | $175 | $2,494 | $7,328 | | 2024 | $13,073,855 | $14,760,221 | $3,332,344 | $4,245,837 | $311 | $149 | $2,575 | $7,160 | | 2023 | $11,002,256 | $19,637,296 | $2,872,859 | $3,201,787 | $251 | $129 | $2,424 | $6,857 | | 2022 | $12,414,168 | $18,142,201 | $2,871,609 | $3,711,821 | $153 | $111 | $2,105 | $5,618 | | 2021 | $12,716,100 | $23,414,061 | $3,868,950 | $6,547,280 | $143 | $119 | $1,386 | $4,414 |

  86. Pay Versus Performance Table

    The principal executive officer (PEO) in all five reporting years was Mr. Flannery, the Company’s CEO. CAP was computed in accordance with Item 402(v) of Regulation S-K. The table provided below shows the amounts deducted from and added to the applicable SCT total compensation amount:

  87. Pay Versus Performance Table

    | | | PEO | | | | | Average Non-PEO NEO | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation from SCT | $12,057,571 | $13,073,855 | $11,002,256 | $12,414,168 | $12,716,100 | $3,431,435 | $3,332,344 | $2,872,859 | $2,871,609 | $3,868,950 | | Subtractions: | | | | | | | | | | | | Stock Awards from SCT | ($9,080,474) | ($10,027,900) | ($8,046,319) | ($8,240,977) | ($9,137,915) | ($2,153,958) | ($2,051,631) | ($1,834,284) | ($1,737,303) | ($2,244,309) | | Adjustments (addition (subtraction)): | | | | | | | | | | | | Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | $9,363,832 | $8,239,123 | $8,298,024 | $7,354,351 | $7,467,442 | $2,361,798 | $2,077,576 | $1,421,947 | $1,802,967 | $2,062,303 | | Fair value as of the vesting date of awards granted in the covered fiscal year for which vesting conditions were satisfied during such year | $4,501,612 | $793,513 | $1,213,677 | $616,529 | $354,042 | $1,047,035 | $244,678 | $345,609 | $198,115 | $113,778 | | Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year-end or were forfeited during the year | $1,736,677 | $2,950,426 | $4,911,667 | $7,381,219 | $11,604,650 | $407,235 | $620,778 | $740,024 | $813,577 | $2,560,584 | | Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | $448,136 | ($268,796) | $2,257,991 | ($1,383,089) | $409,742 | $121,417 | $22,092 | $335,077 | ($237,144) | $185,974 | | Forfeitures during current year equal to prior year-end fair value | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ($679,445) | $0 | $0 | | Compensation Actually Paid | $19,027,354 | $14,760,221 | $19,637,296 | $18,142,201 | $23,414,061 | $5,214,962 | $4,245,837 | $3,201,787 | $3,711,821 | $6,547,280 |

  88. Pay Versus Performance Table

    (3) The Non-PEO NEOs in 2025 and 2024 were Mr. Grace, Mr. Pintoff, Mr. Durand and Ms. Gross. The Non-PEO NEOs in 2023 were Mr. Grace, Mr. Pintoff, Mr. Durand, Ms. Gross and Dale Asplund. The Non-PEO NEOs in 2022 were Mr. Grace, Mr. Asplund, Mr. Pintoff, Andrew Limoges, Jessica Graziano and Jeffrey Fenton. The Non-PEO NEOs in 2021 were Ms. Graziano, Mr. Asplund, Mr. Pintoff and Mr. Fenton. (4) The amounts above represent the value at year-end, for each noted year, of an initial fixed investment of $100 made on December 31, 2020. (5) Represents the weighted peer group total shareholder return (“TSR”), weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Industrials. The amounts above represent the value at year-end, for each noted year, of an initial fixed investment of $100 made on December 31, 2020. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Adjusted EBITDA represents EBITDA (the sum of net income, provision for income taxes, interest expense, net, depreciation of rental equipment, and non-rental depreciation and amortization) plus the sum of the merger related costs, restructuring charges, stock compensation expense, net, and the impact of the fair value mark-up of acquired fleet. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that adjusted EBITDA is the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link Company performance to compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year. Adjusted EBITDA is a non-GAAP financial measure, as defined in the Form 10-K. Please refer to the Form 10-K for the reconciliations to GAAP and for the reasons why management believes adjusted EBITDA provides useful information to investors about the Company's operating performance and liquidity.

  89. Compensation Actually Paid & Cumulative TSR

    Compensation Actually Paid & Cumulative TSR

  90. Compensation Actually Paid & Adjusted EBITDA

    Compensation Actually Paid & Adjusted EBITDA

  91. Compensation Actually Paid & Net Income

    Compensation Actually Paid & Net Income CEO PAY RATIO Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Flannery and the ratio of those two values for 2025: The annual total compensation of the employee identified as the median paid employee of United Rentals (other than our CEO) was $88,098; • The 2025 total compensation of our CEO, Mr. Flannery, was $12,057,571; and • The ratio of the annual total compensation of Mr. Flannery to the median annual total compensation of all our employees was approximately 137:1. In determining the median employee for 2025, we used our employee population as of December 31, 2025 and, in accordance with SEC rules, excluded (i) the CEO, (ii) employees from acquisitions during the year(1) and (iii) employees from certain non-U.S. countries representing in aggregate less than 5% of our employee base(2), to arrive at the median employee consideration pool. We then measured compensation for this population based on taxable earnings for the period January 1, 2025—December 31, 2025 (as reported in each employee’s Form W-2 or Canadian T4 Statement of Remuneration Paid, as applicable). For Canadian employees, we converted the amounts reported in the T4 Statement of Remuneration Paid to U.S. dollars using the exchange rate published by the Bank of Canada at the close of business on December 31, 2025. We also annualized taxable earnings for those permanent full-time and part-time employees who were not employed for the full January 1, 2025— December 31, 2025 period. Using this methodology for 2025, we determined that the “median employee” was a full-time, hourly employee located in the U.S. We calculated 2025 annual total compensation for both our median employee and Mr. Flannery using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. ________________ (1) We excluded 337 employees from the following acquisitions that occurred in 2025: Alfasi Hire, Civil Construction Hire, Clean Restroom Rentals, Inc., and Direct Equipment Ltd. These countries and their headcounts as of December 31, 2025 were: France (101), Germany (110), the Netherlands (308), the United Kingdom (73), Belgium (93), Australia (642), and New Zealand (63) for a total of 1,390 employees. As of December 31, 2025, using the methodology required by SEC rules, United Rentals had 24,806 employees in the U.S. and Puerto Rico, 2,337 employees in Canada and 1,390 employees in other countries, for a total of 28,533 employees globally factored into the sample before the country exclusions listed above. DIRECTOR COMPENSATION

  92. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The table below summarizes the compensation paid by the Company to its non-management directors for the fiscal year ended December 31, 2025. Mr. Taussig is not included in the table below because he joined the Board on February 4, 2026 and received no compensation from the Company in 2025.

  93. Director Compensation for Fiscal Year 2025

    | Name(1) | Fees Earned or Paid in Cash in 2025 ($) | Stock Awards(2)(3) ($) | Total ($) | | Julie M. Heuer Brandt | 118,000 | 190,280 | 308,280 | | Marc A. Bruno | 139,561(4) | 190,280 | 329,841 | | Larry D. De Shon | 143,260 | 190,280 | 333,540 | | Kim Harris Jones | 151,520 | 190,280 | 341,800 | | Terri L. Kelly | 138,260 | 190,280 | 328,540 | | Michael J. Kneeland | 500,000 | — | 500,000 | | Francisco J. Lopez-Balboa | 123,260 | 190,280 | 313,540 | | Gracia C. Martore | 156,301 | 190,280 | 346,581 | | Shiv Singh | 123,260 | 190,280 | 313,540 |

  94. Director Compensation for Fiscal Year 2025

    ________________ (1) As of December 31, 2025, each of the following directors had the respective number of fully vested shares of the Company’s stock outstanding and the respective number of outstanding fully vested RSUs as follows: Ms. Brandt had 360 RSUs; Mr. Bruno had 4,342 shares of common stock and 3,115 RSUs (including RSUs from deferral of cash compensation); Mr. De Shon had 849 shares of common stock and 1,071 RSUs; Ms. Harris Jones had 4,017 shares of common stock and 1,071 RSUs; Ms. Kelly had 3,712 shares of common stock and 3,075 RSUs (including RSUs from deferral of cash compensation); Mr. Lopez-Balboa had 331 shares of common stock and 1,071 RSUs; Mr. Kneeland had 107,163 shares of common stock; Ms. Martore had 2,051 shares of common stock and 5,201 RSUs (including RSUs from deferral of cash compensation); and Mr. Singh had 6,461 shares of common stock and 1,071 RSUs. (2) The amounts in this column represent the grant date fair value of RSU awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718) for 2025. The valuation methodology is based on the fair market value of the Company’s common stock on the grant date. For all directors, fair market value for the RSU awards is based on the closing price per share of the Company’s common stock of $670.00 on May 8, 2025, the grant date. (3) Each then current non-management director received an award of 284 RSUs on May 8, 2025, except for Mr. Kneeland, who did not receive a stock award for serving as non-executive Chair. For purposes of determining the number of RSUs granted to directors on May 8, 2025, the closing price per share of the Company’s common stock of $670.00 was used. Because we do not grant fractional RSUs, the number of RSUs granted is rounded up to the nearest whole share of common stock and, accordingly, the actual value of the RSU component of director compensation may vary slightly from year to year. All RSUs granted to non-management directors in 2025 were fully vested as of the date of grant but are not settled until the earlier of (i) May 8, 2028, (ii) the fifth business day following the director’s termination of service for any reason or (iii) the date of a change in control of the Company (subject to further deferral in certain circumstances). Represents cash compensation earned in 2025, 100% of which was deferred under the United Rentals, Inc. Deferred Compensation Plan for Directors, resulting in the issuance of fully vested RSUs. Because of the 100% deferral, none of the compensation was paid in cash. EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information regarding outstanding options and shares reserved for future issuance under the Company’s executive compensation plans in effect as of December 31, 2025:

  95. Director Compensation for Fiscal Year 2025

    | Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, and Rights | (b) Weighted Average Exercise Price of Outstanding Options, and Rights | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | Equity compensation plans approved by security holders | 281,239(1) | $80.14(1) | 805,415(2) |

  96. Director Compensation for Fiscal Year 2025

    ________________ (1) Consists of awards issued under the 2019 Long Term Incentive Plan. This amount includes 279,831 RSUs and 1,408 options. The weighted-average exercise price information in column (b) does not include the RSUs. Consists of shares available under the 2019 Long Term Incentive Plan, which are available for future awards of stock options, stock appreciation rights, shares of restricted stock, restricted stock units and performance awards as determined by the Committee in its discretion. In addition, shares covered by outstanding awards become available for new awards if the award is forfeited or expires before delivery of the shares. The number of shares available may increase or decrease depending on actual performance and the number of performance-based RSUs earned. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth, to the best of the Company’s knowledge and belief, certain information regarding the beneficial ownership of the Company’s common stock by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock, (ii) each director and named executive officer of the Company, and (iii) all of the Company’s current directors and executive officers as a group.