Clark Barbara 4

4 · Sunbelt Rentals Holdings, Inc. · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

Sunbelt Rentals (SUNB) SVP Barbara Clark Receives Award

What Happened

Barbara Clark, Senior Vice President and Chief Accounting Officer of Sunbelt Rentals (SUNB), received a total of 39,507 shares/units in award-related transactions. The filings record three award events: 22,412 shares on Feb 27, 2026; 3,166 derivative units (award) on Feb 27, 2026; and 13,929 performance stock units (PSUs) on Mar 2, 2026. No cash was paid and no open-market purchase or sale occurred — these were awards and an in-kind exchange related to the company's corporate transaction.

Key Details

Transaction dates and amounts:
- Feb 27, 2026 — 22,412 shares (comprised of 18,001 common shares received in exchange for Ashtead Group plc shares and 4,411 restricted stock units).
- Feb 27, 2026 — 3,166 deferred stock units (listed as derivative; cash-settled; vest April 30, 2026).
- Mar 2, 2026 — 13,929 performance stock units (PSUs) whose performance conditions were deemed satisfied on Mar 2, 2026.
Vesting schedules / notes:
- The 18,001 shares were exchanged one-for-one for Ashtead ordinary shares under the scheme of arrangement; no cash changed hands (F1).
- The 4,411 RSUs vest in tranches: 721 on Jun 20, 2026; 990 on Jul 4, 2026; 722 on Jun 20, 2027; 989 on Jul 4, 2027; and 989 on Jul 4, 2028 (F2).
- The 13,929 PSUs were deemed to have met performance conditions at listing; they vest in tranches: 3,691 on Jun 19, 2026; 4,318 on Jun 20, 2027; and 5,920 on Jul 4, 2028 (F3).
- The 3,166 deferred stock units vest Apr 30, 2026 and are settled solely in cash (F4).
Shares owned after transaction: the filing does not state a consolidated total ownership figure after these awards.
Timeliness: Form 4 was filed on Mar 3, 2026 reporting events of Feb 27 and Mar 2, 2026; the filing appears to be within the normal two-business-day window and is not indicated as late.

Context

These entries are award and exchange transactions (code A), not open-market purchases or sales — they reflect compensation and the conversion of prior Ashtead holdings into Sunbelt stock rather than a directional bet by the insider.
The PSU award was triggered by the registrant’s initial NYSE listing (per the registrant’s prior disclosures), so those units were deemed achieved rather than representing a contemporaneous purchase. Deferred units are cash-settled and do not immediately increase share count until settlement.

Form 4

Period: 2026-02-27

SVP & Chief Accounting Officer

Transactions

Award
Common Stock
[F1][F2]
2026-02-27+22,412→ 22,412 total
Award
Common Stock
[F3]
2026-03-02+13,929→ 36,341 total
Award
Deferred Stock Units
[F4]
2026-02-27+3,166→ 3,166 total
→ Common Stock (3,166 underlying)

Footnotes (4)

[F1]Includes 18,001 shares of common stock of the Registrant acquired in exchange for ordinary shares of Ashtead Group plc ("Ashtead") beneficially owned by the Reporting Person, upon completion of the scheme of arrangement effected by Ashtead, the Registrant's predecessor, under Part 26 of the UK Companies Act 2006. The exchange ratio was one-to-one and no cash consideration was paid or received.
[F2]Includes 4,411 restricted stock units, of which 721 will vest on June 20, 2026; 990 will vest on July 4, 2026; 722 will vest on June 20, 2027; 989 will vest on July 4, 2027; and 989 will vest on July 4, 2028. Each restricted stock unit represents a contractual right to receive one share of common stock of the Registrant.
[F3]Represents performance stock units ("PSUs"), each representing a contractual right to receive one share of common stock of the registrant. The performance conditions of the PSUs were deemed satisfied on March 2, 2026, in connection with the Registrant's initial listing on the New York Stock Exchange and as further discussed in the Registrant's Registration Statement on Form 10/A filed on February 13, 2026. Of such PSUs, 3,691 will vest on June 19, 2026; 4,318 will vest on June 20, 2027; and 5,920 will vest on July 4, 2028.
[F4]Represents deferred stock units which will vest on April 30, 2026. Each deferred stock unit is the economic equivalent of one share of the Registrant's common stock and is settled solely in cash.

Signature

/s/ Abbey MacDonald, Attorney-in-Fact|2026-03-03

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