QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2026TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Sunbelt Rentals Holdings, Inc.(Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller Table of Contents Part 1.Financial Information Item 1.Unaudited Condensed Consolidated Financial StatementsAshtead Group plc (predecessor):Unaudited Condensed Consolidated Balance SheetsUnaudited Condensed Consolidated Statements of Income CERTAIN TERMS Unless otherwise specified or the context otherwise requires, references to years indicate our fiscal year ended April 30 of therespective year. For example, references to “fiscal 2025” or similar references refer to the fiscal year ended April 30, 2025, andreferences to “the third quarter of fiscal 2026” refer to the quarter ended January 31, 2026. References to the “Scheme” or"Redomiciliation" refer to the restructuring transaction that resulted in (i) Ashtead Group plc becoming a direct, wholly ownedsubsidiary of Sunbelt Rentals Holding, Inc., (ii) the shareholders of Ashtead Group plc at the designated record time for the Scheme nolonger holding shares of Ashtead Group plc but instead holding shares of common stock of Sunbelt Rentals Holdings, Inc., and (iii)Sunbelt Rentals Holding, Inc. becoming the successor issuer to Ashtead Group plc, which was renamed “Ashtead Group Limited” and SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisionsof the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminologysuch as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or thenegative thereof or comparable terminology, or by discussions of strategy or outlook. You are cautioned that our business and Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following: •competition from existing and new competitors;•the impact of global economic conditions (including inflation, interest rates, supply chain constraints, tariffs, trade wars andsanctions) and geopolitical risks (including risks related to international conflicts) on us, our customers and our suppliers, inthe United States and the rest of the world;•currency and interest rate fluctuations;•seasonality of our business;•our ability to attract, hire and retain qualified personnel;•our ability to successfully make acquisitions and integrate acquired companies;•changes in the rental rates that we can charge for the equipment in our rental fleet or our services;•changes in the construction and industrial markets;•changes in political, social and economic conditions and local regulations;•changes in the attitude of our customers towards renting, as compared with purchasing, equipment;•changes in applicable accounting standards or subjective assumptions, estimates and judgments by management related tocomplex accounting matters;•changes in the mix of products offered in our rental fleet, industry capacity or competition;•changes in environmental and safety regulations;•changes in government spending or government policies; For a more complete description of these and other possible risks and uncertainties, please refer to our Registration Statementon Form 10 (see Note 2). Our forward-looking statements contained herein speak only as of the date hereof, and we make nocommitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or Table of Contents Table of Contents ASHTEAD GROUP PLCCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)(in millions) Table of Contents Table of Contents Table of Contents ASHTEAD GROUP PLCCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) Table of Contents 1.Organization and Description of Business Ashtead Group plc (“Ashtead”) was an international equipment rental company, incorporated in England and Wales, with nationalnetworks predominantly in the United States (“U.S.”), Canada and theUnited Kingdom (“U.K.”), trading under the Sunbelt Rentalsbrand. The Company rents a broad range of construction, industrial, general andspecialty equipment across a wide variety ofapplications to adiverse customer base. As used in this report, the terms the “Company,” and “Ashtead,” refer to Ashtead Group plc On February 27, 2026 (the “Scheme Effective Date”), Ashtead completed a reorganization pursuant to a U.K. court-san