{"url_path":"/sec/sunb/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statement Schedules.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/2083785/0001628280-26-044888-index.html","accession_number":"0001628280-26-044888","cik":"0002083785","ticker":"SUNB","issuer_name":"Sunbelt Rentals Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2083785/0001628280-26-044888-index.html","primary_entity_key":"0002083785","primary_entity_name":"Sunbelt Rentals Holdings, Inc."},"word_count":1097,"has_tables":true,"body_markdown":"Item 15.    Exhibits and Financial Statement Schedules.\n\n(a)The following documents are filed as part of this Annual Report on Form 10-K:\n\n(1)Financial Statements: The financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. Financial Statements and Supplementary Data.”\n\n(2)Financial Statement Schedules: The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.”\n\n(b)Exhibits. The following are filed, furnished or incorporated by reference as exhibits hereto:\n\nExhibit NumberDescription\n\n3.1\n[Amended and Restated Certificate of Incorporation of Sunbelt Rentals Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10, initially filed with the SEC on January 27, 2026 (the “Form 10”)).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex31.htm)\n\n3.2\n[Amended and Restated Bylaws of Sunbelt Rentals Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex32.htm)\n\n4.1*\n[Description of Sunbelt Rentals Holdings, Inc.’s Securities.](ex4110k-fy26.htm)\n\n4.2\n[2026 Senior Notes and 2031 Senior Notes Indenture, dated August 12, 2021, by and among Ashtead Capital, Inc., as issuer, Ashtead and certain of its direct and indirect subsidiaries, as guarantors, BNY Mellon Corporate Trustee Services Limited, as trustee, The Bank of New York Mellon, London Branch, as paying agent and The Bank of New York Mellon SA/NV, Dublin Branch, as registrar and transfer agent (incorporated by reference to Exhibit 4.1 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex41.htm)\n\n10.1\n[Fourteenth Amendment to Loan and Security Agreement, dated May 15, 2024, by and among certain direct and indirect subsidiaries of Ashtead, as borrowers or guarantors, Ashtead, as borrower representative and guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex101.htm)\n\n10.2\n[Fifteenth Amendment to Loan and Security Agreement, dated November 13, 2024, by and among certain direct and indirect subsidiaries of Ashtead, as borrowers or guarantors, Ashtead, as borrower representative and guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex102.htm)\n\n10.3\n[Sixteenth Amendment to Loan and Security Agreement, dated December 24, 2025, by and among certain direct and indirect subsidiaries of Ashtead, as borrowers or guarantors, Ashtead, as borrower representative and guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex103.htm)\n\n10.4#\n[The Ashtead Group Long-Term Incentive Plan 2021 (incorporated by reference to Exhibit 10.4 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex104.htm)\n\n10.5#\n[Omnibus Amendment to the Ashtead Group Long-Term Incentive Plan 2021 (incorporated by reference to Exhibit 10.20 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1020.htm)\n\n10.6#\n[Ashtead Group plc 2017 Deferred Bonus Plan (incorporated by reference to Exhibit 10.5 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex105.htm)\n\n10.7#\n[The Executive Non-Qualified Excess Plan of Sunbelt Rentals, Inc. (Plan Document) (incorporated by reference to Exhibit 10.6 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex106.htm)\n\n10.8#\n[The Executive Non-Qualified Excess Plan of Sunbelt Rentals, Inc. (Adoption Agreement) (incorporated by reference to Exhibit 10.7 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex107.htm)\n\n10.9#\n[Amended and Restated Employment Agreement, dated as of January 19, 2026, by and among Sunbelt Rentals Holdings, Inc., Sunbelt Rentals, Inc. and Brendan Horgan (incorporated by reference to Exhibit 10.15 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1015.htm)\n\n10.10#\n[Amended and Restated Employment Agreement, dated as of January 12, 2026, by and among Sunbelt Rentals Holdings, Inc., Sunbelt Rentals, Inc. and Alex Pease (incorporated by reference to Exhibit 10.16 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1016.htm)\n\n10.11#\n[Employment Agreement, dated as of April 1, 2018, by and between Ashtead Group plc and Michael Pratt (incorporated by reference to Exhibit 10.10 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1010.htm)\n\n107\n\n[Table of Contents](#i569de63b8944464ca95bf3044154e78f_7)\n\nExhibit NumberDescription\n\n10.12#\n[Retirement Letter Agreement, dated as of May 28, 2025, by and between Ashtead Group plc and Michael Pratt (incorporated by reference to Exhibit 10.11 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1011.htm)\n\n10.13#\n[Amended and Restated Employment Agreement, dated as of January 16, 2026, by and among Sunbelt Rentals Holdings, Inc., Sunbelt Rentals, Inc. and John Washburn (incorporated by reference to Exhibit 10.17 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1017.htm)\n\n10.14#\n[Employment Agreement, dated as of May 29, 2018, by and between Sunbelt Rentals, Inc. and Rod Samples (incorporated by reference to Exhibit 10.13 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1013.htm)\n\n10.15#\n[Amended and Restated Employment Agreement, dated as of January 14, 2026, by and among Sunbelt Rentals Holdings, Inc., Sunbelt Rentals, Inc. and Brad Lull (incorporated by reference to Exhibit 10.18 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1018.htm)\n\n10.16#\n[Sunbelt Rentals Holdings, Inc. 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1019.htm)\n\n10.17#\n[Form of Restricted Stock Unit Award Agreement under the Sunbelt Rentals Holdings, Inc. 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8, filed with the SEC on March 2, 2026).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526085489/d923968dex992.htm)\n\n10.18#\n[Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Sunbelt Rentals Holdings, Inc. 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8, filed with the SEC on March 2, 2026).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526085489/d923968dex993.htm)\n\n10.19#\n[Form of Performance Stock Unit Award Agreement under the Sunbelt Rentals Holdings, Inc. 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8, filed with the SEC on March 2, 2026).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526085489/d923968dex994.htm)\n\n10.20#\n[Sunbelt Rentals Holdings, Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.21 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1021.htm)\n\n10.21#\n[Form of Indemnification Agreement between Sunbelt Rentals and each of its directors and executive officers (incorporated by reference to Exhibit 10.22 to the Form 10).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526024240/d948736dex1022.htm)\n\n16.1\n[Letter of PricewaterhouseCoopers LLP, United Kingdom dated March 2, 2026, addressed to the SEC (incorporated by reference to Exhibit 16.1 to the Form 8-K, filed with the SEC on March 2, 2026).](https://www.sec.gov/Archives/edgar/data/2083785/000119312526085376/d121042dex161.htm)\n\n19.1*\n[Sunbelt Rentals Holdings, Inc. Securities Trading Policy.](ex19110k-fy26.htm)\n\n21.1*\n[Subsidiaries of Sunbelt Rentals Holdings, Inc.](ex21110k-fy26.htm)\n\n23.1*\n[Consent of PricewaterhouseCoopers LLP, United States.](ex23110k-fy26.htm)\n\n23.2*\n[Consent of PricewaterhouseCoopers LLP, United Kingdom.](ex23210k-fy26.htm)\n\n31.1*\n[Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](ex31110k-fy26.htm)\n\n31.2*\n[Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](ex31210k-fy26.htm)\n\n32.1**\n[Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ex32110k-fy26.htm)\n\n32.2**\n[Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ex32210k-fy26.htm)\n\n97.1#*\n[Sunbelt Rentals Holdings, Inc. Executive Compensation Clawback Policy.](ex97110k-fy26.htm)\n\n101*Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”).\n\n104*Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101.1).\n\n*    Filed herewith.\n\n** Furnished herewith.\n\n#    Indicates management contract, compensatory plan or arrangement."}