Message from Our CEO and Chair

Dear Fellow Stockholder:

It is our pleasure to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Sunbelt Rentals Holdings, Inc., a Delaware corporation (“Sunbelt,” the “Company,” “we,” “us” or “our”), to be held virtually at 11:30 a.m. (Eastern Time) on September 1, 2026.

In connection with the Annual Meeting, the accompanying Notice of Annual Meeting and Proxy Statement describe the matters we plan to address at the meeting. We also intend to host a question-and-answer session during which our stockholders will have the opportunity to ask questions of management.

We are holding the Annual Meeting in a virtual-only meeting format. You will not be able to attend the Annual Meeting at a physical location. We believe a virtual meeting will provide all stockholders with a consistent experience and allow you to participate in the Annual Meeting, regardless of your location. You will be able to submit questions during the meeting using online tools, providing the opportunity for meaningful engagement with the Company. For more information about the virtual-only meeting format, please see Question 5, “How do I attend the Annual Meeting?” on page 65 of the accompanying proxy statement.

We are using the “notice and access” method of providing proxy materials to you via the Internet at www.proxyvote.com, instead of by mail. On or about July 21, 2026, we will begin mailing to our stockholders a proxy statement and related proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and related proxy materials and how to vote online.

Your vote is very important, so we encourage you to review the information contained in the proxy materials and submit your proxy, regardless of the number of shares you own. If you do not vote your shares, you will not have a say on the important issues to be voted on at the Annual Meeting.

On behalf of the Board of Directors and the employees of the Company, we would like to thank you for being a stockholder and express our appreciation for your ongoing support of our Company.

Sincerely,

Notice of 2026 Annual Meeting of Stockholders

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 1, 2026: The Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended April 30, 2026 are available at www.proxyvote.com

Table of Contents

Proxy Statement Summary

Proxy Statement Summary

The summary below highlights selected information contained in this proxy statement (the “Proxy Statement”) for the Annual Meeting. It does not include all information that may be relevant to your voting decision, and you are encouraged to read the entire Proxy Statement and the annual report carefully before voting. Unless otherwise specified or the context otherwise requires, references to years indicate our fiscal year ended April 30 of the respective year. For example, references to “fiscal 2026” or similar references refer to the fiscal year ended April 30, 2026, and references to “fiscal 2027” refer to the fiscal year ending April 30, 2027.

Time, Place and Record Date

Meeting Agenda – Proposal Items

Redomiciliation and U.S. Listing:

On June 10, 2025, the shareholders (the “Ashtead Shareholders”) of Ashtead Group plc (“Ashtead”) voted in favor of a reorganization to be implemented by means of a U.K. court-sanctioned scheme of arrangement under the U.K. Companies Act 2006 (the “Scheme”) pursuant to which Sunbelt Rentals Holdings, Inc. would become the new parent holding company of Ashtead and Sunbelt Rentals common stock (“Sunbelt Common Stock”) would be admitted to trading (the “U.S. Listing”) on the New York Stock Exchange (the “NYSE”), with a secondary listing on the London Stock Exchange (the “LSE”), which is the historical trading venue for Ashtead shares. The Scheme completed on February 27, 2026. As a result of the Scheme, Ashtead Shareholders had their Ashtead shares exchanged for Sunbelt Common Stock. Each Ashtead Shareholder received the same number of shares of Sunbelt Common Stock as the number of Ashtead shares held at the time at which the record of the register of the Ashtead Shareholders was taken. The Redomiciliation and the U.S. Listing did not result in any changes in the day-to-day operations of our business or our strategy. Sunbelt Common Stock began trading on the NYSE and the LSE on March 2, 2026.

Proxy Statement Summary

Business Highlights

Fiscal 2026 marked another year of strong execution and continued advancement of our Sunbelt 4.0 strategy. We delivered record total revenue of $11,154 million, with rental revenue growth of 3.4%, while generating $1,325 million in Net Income, and $4,677 million of adjusted EBITDA⁽¹⁾, and achieved $3.15 of earnings per share with adjusted earnings per share⁽¹⁾ of $3.72, exceeding our revised guidance and demonstrating the strength, resilience and diversification of our business. Demand remained healthy across our end markets, supported by growth in mega projects, energy solutions demand, large strategic accounts and Specialty capabilities.

We continued investing in the long-term growth of the business, expanding our footprint through 51 greenfield openings and 24 bolt-on locations. We further enhanced our Specialty platform through the acquisition of Reliant Asset Management, a leading modular space solutions provider that operates under the Aries Building Systems brand and offers temporary structures, mobile offices, classrooms and storage solutions to commercial, industrial and education markets. The acquisition is aligned with our strategic focus on high-value Specialty markets and is expected to be accretive to both growth and earnings per share in year one, while creating cross-sell opportunities for new and existing customers across broad and diverse end markets.

Our disciplined operating model generated Net Cash from Operations of $3,784 million and record free cash flow⁽¹⁾ of $2,055 million, enabling substantial reinvestment in the business while returning $1,877 million to stockholders through share buybacks and dividends. All while maintaining net leverage⁽¹⁾ at 1.6x, which remains comfortably within our targeted range.

Total Revenue		Net Income		Adjusted EBITDA

EPS		Adjusted EPS

Proxy Statement Summary

Director Nominees

Proxy Statement Summary

Corporate Governance Highlights

We recognize that good governance is essential in promoting the success of the business and that our governance environment is underpinned by our culture, led by the “tone from the top” of the organization through the actions of the Board and senior leadership teams. Our corporate governance framework includes the following highlights:

Transition to a U.S.-Aligned Compensation Program

Sunbelt is primarily a U.S.-focused business, reporting in U.S. dollars, with substantially all of its operating profit generated in North America, which is also the Company’s core growth market. Our executive management team and operational headquarters are based in the United States, and the vast majority of our employees are located in North America.

While our executive compensation programs have generally been competitive for a U.K. public company listed on the London Stock Exchange, their design and structure have not been aligned to the U.S. market, where we source and maintain most of our critical talent.

Following extensive stockholder engagement, our Board previously determined that redomiciling to the U.S., together with moving our primary listing to the NYSE, best supported the execution of our strategy and would be in the best interests of both the business and our stockholders. In connection with the completion of our redomiciliation and the transition of our primary listing to the NYSE, we are working to further develop an executive compensation program that is competitive with our selected peer group in the U.S. talent market.

Because the Redomiciliation and U.S. Listing occurred shortly before the end of fiscal year 2026, the disclosure in the “Compensation Discussion and Analysis” below primarily reflects the compensation programs approved by the Ashtead Remuneration Committee in 2025 for executives of a U.K.-listed company. At the end of fiscal year 2026, we initiated a comprehensive review of our executive compensation philosophy, principles, and programs. As a result, we implemented the changes described below under “Compensation Discussion and Analysis — Executive Compensation Program for Fiscal 2027.”

We expect to continue this review during fiscal year 2027, including reassessing our compensation peer group, to ensure continued competitiveness in the markets in which we operate and to better position the Company to attract, retain, and incentivize senior leadership. The Compensation Committee anticipates that, following completion of this process, further adjustments to our executive compensation programs and policies may be warranted.

Proxy Statement Summary

Sustainability Highlights

Sustainability remains a priority for the Company and is embedded within our core strategic actionable components. We have always prioritized our people and their safety, while providing our customers with a reliable alternative to ownership, supporting the communities we serve across our store network, limiting the environmental impact of our operations and ensuring a strong governance framework. We are committed to delivering long-term sustainable success of the Company for the benefit of all our stakeholders. Our latest strategic plan, Sunbelt 4.0, solidifies the focus on sustainability across the Company. See below for a list of our key sustainability accomplishments during fiscal 2026.

Team Members

Customers

Communities

Operations

Governance

For further discussion of our sustainability practices, policies and priorities, please refer to our Sustainability Reports available on our website at https://ir.sunbeltrentals.com/sustainability/sustainability-report. Any information on our website is not incorporated by reference herein.

Proxy Statement Summary

Forward Looking Statements

This Proxy Statement contains “forward-looking statements” within the meaning of the federal securities laws, including the U.S. Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements concerning our executive compensation plans. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those discussed in our Annual Report on Form 10-K for fiscal year ended April 30, 2026, and other filings with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements made in this Proxy Statement speak only as of its date, and we undertake no obligation to update them in light of new information or future events, except as required by law.

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Nominees for Election to the Board

The Board has nominated each director nominee listed below under “— Biographical Information for Nominees” for election for a one-year term beginning at the Annual Meeting and expiring at the end of the 2027 annual meeting of stockholders and the election of such nominee’s successor. Each director nominee is expected to be available for election as a director, but in the event that one or more of the nominees is not available for election due to unforeseen circumstances, the proxy will be voted for the Board’s substitute nominee or nominees.

Any incumbent director who is not re-elected will be required to tender his or her resignation promptly following certification of the stockholders’ vote. The Nominating Committee will consider the tendered resignation and make a recommendation to the Board as to whether to accept or reject the resignation offer, or whether other action should be taken. The Board will act on the recommendation and will promptly make a public disclosure of its decision regarding whether to accept the director’s resignation offer.

The Board unanimously recommends a vote “FOR” each of the nominees named below for election as director. In making this recommendation, the Board evaluated each nominee based on, as applicable, the nominee’s performance as a director, whether the nominee meets the qualifications described below under “Director Qualifications,” and the nominee’s independence under the applicable NYSE and SEC standards described below under “Corporate Governance — Director Independence.” The Board seeks to maintain a composition that reflects a broad range of skills, backgrounds, and experience, which it believes best positions the Company to serve its stockholders.

Biographical Information for Nominees

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Vote Required

Our Amended and Restated Bylaws (“Bylaws”) and Corporate Governance Guidelines include a “majority” voting standard for uncontested elections of directors. As the number of nominees timely nominated for election at the Annual Meeting does not exceed the number of directors to be elected, each director nominee shall be elected if the number of votes cast “FOR” the election of the nominee exceeds those cast “AGAINST.” Broker non-votes and abstentions will not affect the outcome of the election of directors.

Board Recommendation

Corporate Governance

Corporate Governance

General

The Board is focused on helping to promote the Company’s sustainable corporate success over the longer term, through its business model, strategy and governance structures. We recognize that good governance is essential in promoting the success of the business and that our governance environment is underpinned by our culture, led by the “tone from the top” of the organization through the actions of the Board and senior leadership teams. Ensuring a robust corporate governance environment is key in supporting the delivery of our strategy and, as such, it is crucial that our governance structures keep pace with changes in our organization and our industry, so that we can ensure our development and growth is both responsible and sustainable. We need to manage our risks efficiently and ensure transparency across the business.

Board Leadership Structure

The Corporate Governance Guidelines provide that both independent and management directors, including the Chief Executive Officer, are eligible to serve as Chair of the Board. The Board has not adopted a policy requiring the separation of the roles of Chair and Chief Executive Officer, believing it is important to retain flexibility to determine the most appropriate leadership structure based on the Company’s needs and circumstances at a particular time. At present, the Board believes that separating the roles of Chair and Chief Executive Officer is in the best interests of Sunbelt and its stockholders and provides the most effective leadership structure for the Board and the Company.

The Board periodically reviews its leadership structure, including as part of its annual self-evaluation process, to determine the structure most appropriate for the Company, taking into account the recommendations of the Nominating Committee.

Director Recruitment

In identifying candidates to recommend for election to the Board, the Nominating Committee considers which incumbent directors have indicated a willingness to stand for reelection at the next annual meeting of stockholders. The Nominating Committee then evaluates each such incumbent director based on the director’s performance and whether the director is expected to continue to meet the qualifications described below under “— Director Qualifications.”

When the Board determines that it is appropriate to recruit new director candidates, whether to fill vacancies resulting from director retirements or otherwise, the Nominating Committee generally engages a professional search firm to assist in identifying qualified candidates and may also solicit recommendations from current directors and members of management. In evaluating a prospective director candidate, the Nominating Committee considers whether the individual meets the qualifications described below under “— Director Qualifications” and evaluates the candidate’s skills, knowledge, and experience to determine whether the nominee would contribute to the overall composition and effectiveness of the Board. When a search firm is engaged, the Nominating Committee determines the firm’s fees and scope of engagement.

In 2026, the Nominating Committee engaged the services of a third-party professional search firm to identify candidates possessing the skills, experience and other qualifications in the context of the Board’s composition and the Company’s strategic priorities. In July 2026, following consideration of the candidates presented, and upon the unanimous recommendation of the Nominating Committee, the Board appointed each of Ms. Jamison and Ms. Singh-Bushell as a new independent, non-employee director, effective August 1, 2026, and appointed each to the Audit Committee.

Director Candidates Recommended by Stockholders

The Nominating Committee will consider director candidates recommended by stockholders and evaluate such candidates in the same manner as candidates identified by other means. Stockholders can recommend individuals for consideration by the Nominating Committee by writing to the Corporate Secretary, Sunbelt Rentals, 1799 Innovation Point, Fort Mill, South Carolina 29715, and including the following information:

Corporate Governance

Director Qualifications

The Board’s policy is to encourage the selection of directors who will contribute to the Company’s achievement of its overall corporate goals. In addition to satisfying any requirements imposed by applicable law (including qualifying as independent for non-management directors), director candidates recommended by the Nominating Committee and appointed or nominated for election or re-election to the Board should:

The Board and the Nominating Committee will consider whether candidates’ backgrounds, skills, experience and other qualifications would complement those of other members of the Board and may also consider other factors as needs change based on the Company’s strategic priorities.

Board Composition

Across the Company, we aim to cultivate a workforce with a broad range of skills, backgrounds and experience, while appointing the best people for the relevant roles. With regard to our Board, under the direction of the Chair, we apply these same principles.

As a result, our Board seeks to maintain a mix of skills, backgrounds and experiences across the Board and its committees that reflects the business environments in which we operate and provides expertise in areas important to the Company’s strategic development, including technology and logistics.

We do not have formal targets or quotas associated with diversity for the composition of the Board but instead focus on ensuring the best individuals are appointed who meet the Company’s needs from as wide a range of backgrounds as possible to facilitate the formulation and implementation of the Company’s strategy.

Director Independence

Our Corporate Governance Guidelines require that at least a majority of the members of our Board qualify as independent under the NYSE listed company rules. In addition, members of the Audit, Compensation, and Nominating Committees must meet all applicable independence requirements of the NYSE and any additional requirements imposed under U.S. securities laws and SEC rules and regulations.

For a director to be considered independent under the NYSE listing standards, the Board must determine that the director does not have any direct or indirect material relationships with the Company, including any of the relationships identified in the NYSE independence standards. The Board considers all relevant facts and circumstances in making its independence determinations.

Corporate Governance

The Nominating Committee annually reviews the independence of each director who served during the most recent fiscal year, as well as each director nominee, and recommends its findings to the Board, which makes the final determination.

The Board, with the assistance of the Nominating Committee, has reviewed all relevant relationships between those individuals who served as a director at any time during fiscal 2026 (and those who are nominated for election at the Annual Meeting) and Sunbelt. The relationships reviewed included relationships that did not automatically impair independence under the NYSE independent standards, either because of the type of affiliation between the director and the other entity or because the amounts involved did not meet the applicable thresholds. These additional relationships considered by the Board included the following:

As recommended by our Nominating Committee, our Board has determined that no Board nominee, other than Mr. Horgan, has a material relationship with the Company and that all nominees, other than Mr. Horgan, are “independent” under the NYSE independence standards. Our Board also determined, as recommended by the Nominating Committee, that each member of our Audit Committee (including Ms. Jamison and Ms. Singh-Bushell, effective August 1, 2026), Compensation Committee and Nominating Committee satisfies all applicable independence requirements of the NYSE and any additional requirements imposed under applicable SEC rules and regulations.

Board Committees

Our business, property and affairs will be managed under the direction of the Board. Members of the Board are kept informed of our business through discussions with our Chief Executive Officer, Chief Financial Officer and other officers, by reviewing materials provided to them, by visiting our offices and facilities, and by participating in meetings of the Board and its committees. While retaining overall responsibilities, the Board assigns certain of its responsibilities to permanent committees consisting of Board members appointed by it. We currently have the following committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which has the responsibilities and composition described below.

Audit Committee

The Audit Committee currently consists of Angus Cockburn (Chair), Jill Easterbrook and Nando Cesarone, and will include Cynthia Jamison and Ekta Singh-Bushell, effective August 1, 2026. Each member of our Audit Committee is independent under applicable NYSE listing standards and meets the standards for independence required by U.S. securities law requirements applicable to public companies, including Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member is financially literate under applicable NYSE listing standards, and the Board has determined that each of Angus Cockburn, Cynthia Jamison and Ekta Singh-Bushell is qualified as an audit committee financial expert within the meaning of applicable SEC regulations. Each reference to the “members” of our Audit Committee in the preceding paragraph includes Ms. Jamison and Ms. Singh-Bushell, effective August 1, 2026.

The Audit Committee oversees and evaluates and, where necessary or advisable, makes recommendations as to the quality and integrity of the financial statements of the Company, the internal control and financial reporting systems of the Company, the compliance by the Company with legal and regulatory requirements in respect of financial disclosure, the qualification, independence and performance of the Company’s independent auditors and the performance of the Company’s internal audit function. In addition, the Audit Committee is directly responsible for the appointment, compensation, retention, termination and oversight of the work of the independent auditor (including oversight of the resolution of any disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing audit reports or performing other audit, review or attestation services for the Company, subject to any applicable approvals required from the Board or our stockholders. The Audit Committee charter is available on our website at https://ir.sunbeltrentals.com/governance/governance-documents.

Corporate Governance

Compensation Committee

The Compensation Committee currently consists of James Singleton (Chair), Renata Ribeiro and Roy Twite. Each member of our Compensation Committee is independent under applicable NYSE listing standards and qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

The Compensation Committee reviews and approves (or recommends for the approval of the Board) compensation of the Company’s directors and executive officers (including the Chief Executive Officer). The Compensation Committee also reviews and, as it deems appropriate, recommends to the Board policies, practices and procedures relating to succession planning for the executive officers and other managerial employees and the establishment and administration of employee benefit plans and stock ownership guidelines. Furthermore, the Compensation Committee also exercises all authority under the Company’s employee equity incentive plans, subject to any applicable approvals required from our Board or our stockholders. The Compensation Committee charter is available on our website at https://ir.sunbeltrentals.com/governance/governance-documents.

Nominating and Corporate Governance Committee

The Nominating Committee currently consists of Paul Walker (Chair), Angus Cockburn and James Singleton. Each member of our Nominating Committee is independent under applicable NYSE listing standards.

The Nominating Committee seeks and recommends to the Board individuals qualified to serve as directors, considers any nominations of director candidates validly made by stockholders, determines the criteria for selecting new directors, reviews and recommends to the Board independence determinations, and establishes and administers an assessment of board, committee and individual director performance. The Nominating Committee charter is available on our website at https://ir.sunbeltrentals.com/governance/governance-documents.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is, or has at any time during the past year been, an officer or employee of Sunbelt or any of its subsidiaries or had any relationship requiring disclosure as a related person transaction by Sunbelt under Item 404 of Regulation S-K. During fiscal year 2026, there were no situations where an executive officer of Sunbelt served on the compensation committee or board of another corporation that had an executive officer serving on Sunbelt’s Board or its Compensation Committee.

Board Meetings

During fiscal 2026, the Board held seven (7) meetings, the Audit Committee held six (6) meetings, the Compensation Committee held three (3) meetings, and the Nominating Committee held two (2) meetings. Each director attended at least 75% of the aggregate of all meetings of the Board and of the committees on which he or she served during fiscal 2026.

Following the Redomiciliation and U.S. Listing, the independent directors met regularly in executive sessions without the CEO or any other member of management present. Mr. Walker, as independent Chair of the Board, presided over each independent director executive session.

Although the Board has not adopted a formal policy, it is the expectation of the Board that directors attend each annual meeting of stockholders, to the extent practicable.

Annual Board Self-Evaluation

Every year, the Board conducts a self-evaluation to determine whether the Board and its committees are functioning effectively and fulfilling their responsibilities under the Corporate Governance Guidelines and their respective committee charters. The Chair of the Board led a discussion of the Board’s performance in executive session. In addition, each Board committee conducts a self-evaluation of its performance, focused on the committee’s key responsibilities. As part of the evaluation process, each director completes a written self-evaluation questionnaire developed by the Nominating Committee. This year, the questionnaire responses were compiled and reviewed by internal legal counsel and presented to the Chair of the Board, who subsequently held individual meetings with each of the directors. The conclusion from the questionnaires and meetings was that the Board and its committees had performed satisfactorily. Each committee chair also received a summary of the responses, without attribution to any individual director. The committees reviewed feedback from their respective self-evaluations, as did the full Board. Key learnings from the Board and committee self-evaluations play an important role in informing the Board’s approach to refreshment and succession planning.

Corporate Governance

Risk Oversight

The Board oversees the Company’s enterprise risk management (“ERM”) program, with primary responsibility delegated to the Audit Committee. The Audit Committee receives regular updates from management regarding the Company’s risk profile, key risk exposures and mitigation activities, and reports to the full Board. In fulfilling its oversight function, the Board and its committees regularly review significant financial, operational, strategic, compliance, and reputational risks, as well as management’s processes to identify, assess and manage such risks.

Management maintains a Risk Oversight Committee, comprised of senior leadership across key functional areas (including finance, legal, operations, internal audit and technology) to support the Company’s ERM framework and provide a coordinated, enterprise-wide approach to risk management. This committee is responsible for overseeing the identification, assessment, prioritization and monitoring of significant risks, assessing the risk appetite and tolerance levels defined, and monitoring how risk considerations are integrated into strategic planning and business decision-making. The Risk Oversight Committee meets on a quarterly basis and conducts periodic, in-depth reviews of priority risks, and provides periodic reports to the Audit Committee and the Board regarding the Company’s risk profile and mitigation efforts.

Through the Company’s ERM program, the Company has identified and prioritized key enterprise risks, including, among others, change management, organizational culture, end market volatility, safety, cybersecurity, labor availability, third-party risk management, public sector engagement, and data governance. Each priority risk is assigned to a senior executive sponsor, together with operational risk owners, and the Company’s efforts to manage these risks are supported by defined risk appetites, mitigation strategies, and developing key risk indicators.

The Board’s oversight of risk management is supported by the Company’s operating structure and layered assurance model, which includes operational controls, centralized oversight functions, and independent assurance activities. The Company’s ERM program is designed to embed risk management into day-to-day operations, while providing transparency to senior management and the Board. The Board believes this framework promotes a risk-aware culture, supports informed decision-making, and enhances the Company’s ability to manage risks that could impact its strategic objectives and long-term performance.

Corporate Governance Guidelines

The Nominating Committee developed and recommended to the Board the Company’s Corporate Governance Guidelines (the “Guidelines”), which the Board adopted. The Guidelines serve as a general framework to assist the Board in carrying out its responsibility for the business and affairs of the Company to be managed by or under the direction of the Board.

The Guidelines describe the Board’s primary responsibilities, including strategic oversight, monitoring of financial performance and risk management, oversight of compliance and reporting systems, approval of executive and director compensation, oversight of stock ownership and clawback policies, evaluation and succession planning for the Chief Executive Officer and other senior executives, and engagement with stockholders. The Guidelines also provide for annual evaluations of the Board and its committees, including periodic third-party reviews.

The Guidelines address matters relating to Board composition, director qualifications, independence, conflicts of interest, and nomination and election procedures, including majority voting in uncontested elections. They establish the Board’s leadership structure, including flexibility regarding the separation of the Chair and Chief Executive Officer roles and the designation of a Lead Independent Director when appropriate. The Guidelines further establish standing Audit, Compensation, and Nominating Committees comprised solely of independent directors, set expectations regarding Board and committee operations, director education and access to advisors, and provide procedures for stockholder communications with the Board.

The Guidelines are available on our website at https://ir.sunbeltrentals.com/governance/governance-documents.

Certain Relationships and Related Person Transactions

Certain Relationships and Related Person Transactions

Related Person Transactions Approval Policy

Our Board has adopted a policy governing the review, approval or ratification of “related person” transactions. Under the policy, a “related person” includes our directors, director nominees, executive officers and greater than 5% stockholders, and any of their immediate family members, and a “related person transaction” includes one in which (1) the total amount may exceed $120,000, (2) the Company was or is to be a participant, and (3) a related person had or will have a direct or indirect material interest.

The policy provides that, before a related person enters into a potential related person transaction, the potential related person transaction must be reviewed by the Company’s General Counsel (or their designee). If the General Counsel determines that the transaction or relationship does constitute a related person transaction, the General Counsel will report the related person transaction to the Audit Committee for review.

In evaluating a related person transaction, the Audit Committee considers all relevant facts and circumstances, including the purpose and potential benefits to the Company, whether the transaction was undertaken in the ordinary course of Sunbelt’s business and is on terms comparable to those available from unaffiliated third parties, the extent of the related person’s interest, and whether the transaction would impair the independence of any director. The Audit Committee may approve, conditionally approve, ratify, amend, or terminate a related person transaction and may establish guidelines for the management of ongoing transactions. Transactions requiring prompt action may be approved by the Audit Committee chair, with subsequent reporting to the full committee.

The policy also provides for standing pre-approval of certain categories of transactions that the Audit Committee has determined do not present a material risk of conflict, including specified compensation arrangements, ordinary-course transactions where the related person’s interest is limited, equity holder transactions with benefits shared pro rata with other holders, certain Company charitable contributions, and indemnification and insurance payments pursuant to Board-approved policies or arrangements.

Transactions with Related Persons

Other than as described below, there were no transactions, and there are no currently proposed transactions, that would require disclosure as a related person transaction under Item 404 of Regulation S-K.

Kyle Horgan, our Executive Vice President, Specialty, is the brother of Brendan Horgan, our Chief Executive Officer. He has been an employee of the Company since July 1998. In consideration of services, Mr. Horgan received total cash compensation for the fiscal year ended April 30, 2026 of approximately $1,082,483, including a base salary of $458,000 and bonuses of approximately $624,483. In addition, Mr. Kyle Horgan received vested equity award proceeds under the LTIP corresponding to a value of $490,958, including $19,769 in cash dividends, in fiscal year 2026. He also received benefits generally available to all employees with similar responsibilities and positions, including medical insurance, life and long-term disability coverage and a car benefit. We expect that total compensation for Mr. Kyle Horgan, including salary and bonuses, will exceed $120,000 in the fiscal year ending April 30, 2027. Mr. Kyle Horgan’s compensation is determined in accordance with our standard employment and compensation practices applicable to employees with similar responsibilities and positions, and subject to review by the Compensation Committee.

Director Compensation

Director Compensation

Overview of Non-Employee Director Compensation

In the fiscal year ended April 30, 2026, our non-employee directors were eligible to receive the following cash retainers, paid monthly in arrears (for service on the Ashtead Group plc board of directors) and quarterly in arrears (for service on the Sunbelt Board):

In addition, we reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in carrying out their duties as a director (including any tax arising thereon) and other modest benefits as appropriate.

Equity Based Awards to Non-Employee Directors

The Board adopted a compensation policy for our non-employee directors, effective as of the U.S. Listing, that consists of annual retainer fees and long-term equity awards.

Pursuant to this policy, each eligible non-employee director will receive an annual cash retainer of $120,000. The Chair of the Board will receive an additional annual cash retainer of $450,000, the Chair of the Audit Committee will receive an additional annual cash retainer of $25,000, the Chair of the Compensation Committee will receive an additional annual cash retainer of $25,000 and the Chair of the Nominating and Corporate Governance Committee will receive an additional annual cash retainer of $25,000. Each annual cash retainer will be paid quarterly in arrears.

Also, pursuant to this policy, on the date of any annual meeting of our stockholders, we intend to grant each eligible non-employee director an award of restricted stock units with a grant date fair value of $175,000. The terms of each such award will be set forth in a written award agreement, which will provide for vesting on the earlier of the day immediately preceding the subsequent annual meeting of our stockholders and the first anniversary of the grant date, subject to the applicable non-employee director continuing in service through such vesting date.

Director Compensation

In addition, on March 2, 2026, the effective date of the U.S. Listing and Sunbelt’s first Form S-8 registration statement for the Company’s 2026 Omnibus Equity Incentive Plan (the “Omnibus Plan”), the Board granted each non-employee director then serving on the Board an award of 1,189 restricted stock units with a grant-date fair value of $87,736. This award represents the prorated portion of the annual restricted stock unit award valued at $175,000, calculated based on the number of days between (i) March 2, 2026, the effective date of the U.S. Listing, and (ii) September 1, 2026, the date of the Company’s Annual Meeting, divided by 365.

Non-employee directors who are appointed after the effectiveness of the U.S. Listing and prior to the date of the Annual Meeting (and between subsequent annual meetings) will receive prorated awards of restricted stock units.

Each of the foregoing restricted stock unit awards held by a non-employee director will vest in full immediately prior to the occurrence of a change in control (as defined in the Omnibus Plan), to the extent outstanding at such time. All restricted stock unit awards granted under this policy will be granted under, and subject to the limits of, the Omnibus Plan and an award agreement thereunder.

Stock Ownership Guidelines

To help ensure that the interests of our non-employee directors align with those of our stockholders, the Board adopted stock ownership guidelines for members of the Board. Pursuant to the ownership guidelines, each non-employee director who has served for a period of five years following the later of (i) March 2, 2026 (the effective date of the U.S. Listing) or (ii) the date of the director’s initial appointment or election to the Board is expected to have attained, and continuously maintained thereafter, minimum ownership of Company common stock equal in value to five times (5x) the annual base retainer. Shares that are counted toward this ownership requirement include shares beneficially owned by the director (including those held by a spouse or family trust) and shares underlying unvested restricted stock unit awards. Until the required level of ownership is achieved, each non-employee director is required to hold at least 50% of the shares received from the vesting of restricted stock units.

Fiscal 2026 Director Compensation Table

The following table presents the total compensation paid, awarded or earned with respect to each person who served as a non-employee director in the fiscal year ended April 30, 2026. Mr. Brendan Horgan, who is a named executive officer, did not receive additional compensation for his service as a director. Lucinda Riches and Tanya Fratto, who retired from the Board of Directors of Ashtead Group plc on September 2, 2025, the date of Ashtead’s 2025 annual meeting of shareholders, and Mses. Jamison and Singh-Bushell, who did not serve on the Board during fiscal 2026, have been omitted from the table below.

Director Compensation

Executive Officers

Executive Officers

The following table sets forth our executive officers as of the date of this Proxy Statement. Except as described in “Certain Relationships and Related Person Transactions – Transactions with Related Persons” above, there is no family relationship between or among our executive officers and directors. Directors are elected or appointed to hold office until the next annual meeting of stockholders or until such director’s successor is elected and qualified or such director’s earlier death, retirement or removal. Officers are appointed by our Board and hold office until death, resignation or removal by the Board, subject to the terms of any employment agreements.

Biographical information concerning our executive officers is provided below (other than Mr. Brendan Horgan, whose biographical information is provided under “Proposal 1 — Election of Directors — Biographical Information for Nominees” above):

Alex Pease was appointed as Chief Financial Officer of Sunbelt in December 2025. Prior to his current position, Mr. Pease served as Chief Financial Officer (from March 2025 to March 2026) and Chief Financial Officer Designate (from October 2024 to March 2025) of Ashtead Group plc. Previously, Mr. Pease served as Chief Financial Officer of WestRock Company from November 2021 until its merger with Smurfit Kappa Group plc in July 2024. Before that, Mr. Pease served as Chief Financial Officer for CommScope (from April 2018 to November 2021), as Chief Financial Officer for Snyder’s-Lance (from November 2016 to April 2018) and as Chief Financial Officer of EnPro Industries (from February 2011 to September 2015). Prior to transitioning to financial leadership roles, Mr. Pease spent more than 10 years with McKinsey & Company in a wide range of advisory roles, leaving as a partner in 2011. Mr. Pease graduated from the U.S. Naval Academy in 1994 and served as a U.S. Navy SEAL (from 1994 to 2000). Mr. Pease also earned an M.B.A. from the Tuck School of Business at Dartmouth.

John Washburn was appointed as Executive Vice President, Chief Operating Officer, General Tool of Sunbelt in December 2025. Previously, Mr. Washburn served as Chief Operating Officer of Sunbelt Rentals North America, General Tool (from December 2023 to March 2026) and Executive Vice President of Sales and Marketing of Sunbelt Rentals North America (from April 2021 to December 2023). With over 32 years’ experience within the North American equipment rental industry, Mr. Washburn has held leadership positions of increasing scope and responsibility with Sunbelt Rentals, including serving as Senior Vice President of Sales. Mr. Washburn received his B.A. in Business Management at Ohio Dominican University.

Lynne Fuller-Andrews was appointed as Executive Vice President, General Counsel and Corporate Secretary of Sunbelt in December 2025. Prior to her current position, Ms. Fuller-Andrews served as Executive Vice President and General Counsel of Ashtead (from May 2024 to March 2026) and Senior Vice President and General Counsel of Sunbelt Rentals, Inc. (from September 2021 to May 2024). Previously, Ms. Fuller-Andrews served as Vice President and Deputy General Counsel of Hanesbrands Inc. (from January 2013 to August 2021). Before that, Ms. Fuller-Andrews served as Assistant General Counsel and later Associate General Counsel for Hanesbrands Inc. and as Corporate Counsel and Employment Counsel for Sara Lee Corporation. Ms. Fuller-Andrews received a B.A. in Economics and Industrial Relations at the University of North Carolina at Chapel Hill and earned a J.D. from the University of North Carolina School of Law.

Executive Officers

Kyle Horgan was appointed as Executive Vice President, Specialty of Sunbelt in December 2025. Prior to his current position, Mr. Horgan served as Executive Vice President, Specialty of Sunbelt Rentals North America (from May 2023 to March 2026). Previously, Mr. Horgan served as Senior Vice President of Business Development (from December 2017 to April 2022), Senior Vice

President of Operations (from May 2014 to December 2017), Operational Vice President (from May 2007 to May 2014), and in various other positions, having joined Sunbelt Rentals North America in July 1998. Mr. Horgan received a B.A. in Business Administration and Marketing from James Madison University.

Brad Lull was appointed as Executive Vice President, Strategy and Business Development of Sunbelt in December 2025. Prior to his current role, Mr. Lull served as Executive Vice President, Strategy and Business Development of Sunbelt Rentals North America (from November 2017 to March 2026). Mr. Lull joined Sunbelt Rentals North America as Marketing Director in October 1997, serving in roles of increasing responsibility, including District Manager, Vice President of Business Development and Executive Vice President of Central Operations. Mr. Lull received his B.S. in Liberal Arts from York College of Pennsylvania.

Barbara Clark was appointed as Senior Vice President and Chief Accounting Officer of Sunbelt in December 2025. Prior to her current role, Ms. Clark served as Senior Vice President and Chief Accounting Officer of Ashtead (from January 2025 to March 2026). Previously, Ms. Clark served as Ashtead’s Director of Group Finance (from October 2018 to December 2024) and Director of Financial Reporting (from July 2016 to October 2018). Before joining Ashtead, Ms. Clark spent fifteen years at Deloitte, including as Audit Director (from June 2012 to June 2016) and Senior Manager (from June 2008 to May 2012). Ms. Clark earned her M.A. in Social and Political Science from the University of Cambridge.

Stock Ownership

Stock Ownership

Security Ownership of Certain Beneficial Owners and Management

The following table shows the number of shares of Common Stock beneficially owned as of July 6, 2026, by those known to us to beneficially own more than 5% of the outstanding shares of Common Stock, by our directors, nominees and named executive officers (as defined below under “Executive Compensation”) individually, and by our directors and all of our executive officers as a group.

For purposes of this table, unless otherwise indicated, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 under the Exchange Act, pursuant to which, in general, a person is deemed to be the beneficial owner of a security if they have or share the power to vote or to direct the voting of the security or the power to dispose or to direct the disposition of the security, or if they have the right to acquire the beneficial ownership of the security within 60 days. Any fractional shares are rounded to the nearest whole share. The percentage of shares outstanding provided in the tables are based on 409,947,556 shares of Common Stock issued and outstanding as of July 6, 2026. The address of each of our directors and executive officers listed below is c/o Sunbelt Rentals Holdings, Inc., 1799 Innovation Pt, Fort Mill, South Carolina 29715.

Stock Ownership

Equity Compensation Plan Information

Equity Compensation Plan Information

The table below provides information regarding the Company’s equity compensation plans as of April 30, 2026.

Proposal 2 – Advisory Vote to Approve Executive Compensation

Proposal 2 – Advisory Vote to Approve Executive Compensation

We are seeking an advisory vote to approve the compensation of our named executive officers, as disclosed in this Proxy Statement, as required by Section 14A of the Exchange Act and Rule 14a-21(a) thereunder.

Sunbelt’s executive compensation programs are designed to support the Company’s strategy; provide a clear link between compensation outcomes and overall corporate performance; provide alignment between the structures of executive and employee remuneration, reinforcing the Company’s culture; ensure remuneration is competitive against companies of similar size and complexity; and provide a policy that reflects best practice governance for a FTSE company while being cognizant of the relevant market for executive talent.

For these reasons, and based on the information provided in this Proxy Statement, the Board recommends that stockholders vote in favor of the following advisory resolution:

“RESOLVED, that the compensation paid to Sunbelt Rentals Holdings, Inc.’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because this vote is advisory, it will not be binding upon Sunbelt or the Board. The Board and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Required Vote

The outcome of this advisory vote will be determined by the affirmative vote of the majority in voting power of outstanding shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same impact of votes “AGAINST” this proposal, and broker non-votes will not affect the outcome.

Board Recommendation

Proposal 3 – Advisory Vote on the Frequency of the Stockholder Advisory Vote on Executive Compensation

Proposal 3 – Advisory Vote on the Frequency of the Stockholder Advisory Vote on Executive Compensation

As required by Section 14A of the Exchange Act and Rule 14a-21(a) thereunder, we are seeking a non-binding, advisory vote on the frequency with which Sunbelt will conduct future stockholder advisory votes to approve named executive officer compensation. Stockholders may indicate whether they would prefer to have future advisory votes to approve named executive officer compensation every one year, every two years, or every three years, or they may abstain.

The Board and the Compensation Committee value the feedback of our stockholders and recognize that holding an annual advisory vote provides Sunbelt with immediate feedback on our executive compensation policies and practices from a broad spectrum of stockholders. In addition, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance and sustainability matters and our executive compensation program.

The Compensation Committee believes that conducting an advisory vote on named executive officer compensation on an annual basis is appropriate for the Company and its stockholders and recommends that stockholders vote in favor of a frequency of every one year.

Because this vote is advisory, it will not be binding upon Sunbelt or the Board. The Board and the Compensation Committee will consider the outcome of the vote, along with other relevant factors, when making decisions regarding the frequency of conducting an advisory vote on named executive officer compensation.

Required Vote

The outcome of this advisory vote will be determined by a plurality of the votes cast by the holders of shares entitled to vote on the proposal. Accordingly, abstentions and broker non-votes will not affect the outcome. The frequency option (i.e., every 1 year, 2 years or 3 years) that receives the most votes will be deemed the option chosen by stockholders in connection with the advisory vote.

Board Recommendation

Compensation Discussion and Analysis

Compensation Discussion and Analysis

This Compensation Discussion and Analysis discusses the compensation paid to our named executive officers (our “NEOs”) listed in the Summary Compensation Table below for fiscal year 2026 (i.e., May 1, 2025, through April 30, 2026) and how fiscal year 2026 compensation aligned with our Company’s executive compensation philosophy. For fiscal year 2026, our NEOs were:

For additional information regarding the compensation of our NEOs for fiscal 2026, see “Executive Compensation Tables – Summary Compensation Table” and the other compensation-related tables and disclosures below.

Transition to a U.S.-Aligned Compensation Program

Sunbelt is primarily a U.S.-focused business, reporting in U.S. dollars, with substantially all of its operating profit generated in North America, which is also the Company’s core growth market. Our executive management team and operational headquarters are based in the United States, and the vast majority of our employees are located in North America.

While our executive compensation programs have generally been competitive for a U.K. public company listed on the London Stock Exchange, their design and structure have not been aligned to the U.S. market, where we source and maintain most of our critical talent.

Following extensive stockholder engagement, our Board previously determined that redomiciling to the U.S., together with moving our primary listing to the NYSE, best supported the execution of our strategy and would be in the best interests of both the business and our stockholders. In connection with the completion of our redomiciliation and the transition of our primary listing to the NYSE, we are working to further develop an executive compensation program that is competitive with our selected peer group in the U.S. talent market.

Because the Redomiciliation and U.S. Listing occurred shortly before the end of fiscal year 2026, the disclosure in this Compensation Discussion and Analysis primarily reflects the compensation programs approved by the Ashtead Remuneration Committee in 2025 for executives of a U.K.-listed company. At the end of fiscal year 2026, we initiated a comprehensive review of our executive compensation philosophy, principles, and programs. As a result, we implemented the changes described below under “—Executive Compensation Program for Fiscal 2027.”

We expect to continue this review during fiscal year 2027, including reassessing our compensation peer group, to ensure continued competitiveness in the markets in which we operate and to better position the Company to attract, retain, and incentivize senior leadership. The Compensation Committee anticipates that, following completion of this process, further adjustments to our executive compensation programs and policies may be warranted.

Compensation Program Overview, Policies and Objectives

Our compensation philosophy and approach for fiscal 2026 was largely rooted in practices and norms for the UK listing environment. However, the approach also needed to be credible in our relevant talent markets, which includes the U.S. For fiscal 2026, our compensation principles were designed to:

Compensation Discussion and Analysis

Our compensation policy and practices appropriately address the following six pillars: clarity; simplicity; risk; predictability; proportionality; and alignment to culture.

Stockholder Engagement

To support our efforts to maintain effective corporate governance, executive compensation and sustainability practices, and to help us better understand the views of our stockholders on key topics, we proactively reach out to, and engage with, our stockholders.

In advance of Ashtead’s 2025 Annual General Meeting, the Company proactively offered its top 15 shareholders—representing over 42% of issued share capital—the opportunity to engage directly with the Chairman of the Board on corporate governance, executive compensation and sustainability topics, with two major institutional shareholders that collectively represented approximately 16% of our outstanding common stock, accepting and participating in engagement meetings.

Following the U.S. Listing, the Company has maintained its ongoing, targeted investor outreach program, led by its Investor Relations team and with participation by the Chairman of the Board, engaging in investor meetings with two major institutional shareholders.

Feedback from these engagements, which has generally been favorable and supportive of management and the Board, is shared with the Board and informs our decision-making on governance, compensation and sustainability matters.

In addition to our governance, compensation and sustainability focused outreach, we also engage routinely with our stockholders through our quarterly earnings calls and our participation in periodic industry presentations and conferences.

Because the completion of our redomiciliation and the transition of our primary listing to the NYSE occurred shortly before the end of fiscal year 2026, we have not yet conducted an advisory vote of our stockholders to approve the compensation of our NEOs (a “say-on-pay” vote) pursuant to Section 14A of the Securities Exchange Act of 1934. Accordingly, the Compensation Committee did not consider the results of any prior say-on-pay vote in determining executive compensation policies and decisions for fiscal year 2026. We expect to hold our first say-on-pay vote at our next annual meeting of stockholders, and the Compensation Committee intends to consider the outcome of that vote, together with the feedback received through our ongoing stockholder engagement, in connection with future executive compensation decisions.

Compensation Discussion and Analysis

Elements of Compensation

The table below sets forth each material element of named executive officer compensation during fiscal 2026.

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Roles of the Remuneration and Compensation Committees

During fiscal 2026, compensation of the named executive officers was overseen by the Ashtead Remuneration Committee (the “Remuneration Committee”) and the Sunbelt Compensation Committee (the “Compensation Committee,” and together with the Remuneration Committee, the “Committees”). The composition and roles of each of the Committees are described further below.

Compensation Discussion and Analysis

The principal roles of the Remuneration Committee with regard to the fiscal 2026 compensation for the named executive officers included the following:

The Remuneration Committee was, as of March 1, 2026 (immediately preceding the effectiveness of the Redomiciliation), chaired by James Singleton. The Remuneration Committee received advice from independent remuneration consultants, as appropriate, to supplement its knowledge and to keep the committee updated on current trends and practices. For purposes of fiscal 2026 CEO compensation, the Remuneration Committee received advice from its independent advisor, Ellason LLP (“Ellason”), as described below under “– Benchmarking Compensation to Peers.”

The principal role of the Compensation Committee with regard to the fiscal 2026 compensation for the named executive officers consisted of evaluating the performance of the Company and the named executive officers with regard to the performance targets under the annual cash bonus opportunities awarded under the DBP for the period ending April 30, 2026, to determine the payout.

The Compensation Committee was, as of April 30, 2026, chaired by James Singleton and consisted of a total of three non-employee directors. In fiscal 2026, the Compensation Committee received advice from its independent advisor, Willis Towers Watson, in relation to the approach to executive compensation going forward. The Compensation Committee determined that Willis Towers Watson was independent of the Company under the NYSE independence standards.

An internal evaluation of the Compensation Committee was undertaken with regard to its performance in 2026. The conclusion from that process was that the performance of the Compensation Committee and its Chair were satisfactory.

Role of the Compensation Consultant

To enhance its ability to perform its responsibilities, the Compensation Committee retained Willis Towers Watson, an independent compensation consultant, to advise the Committee on executive compensation matters. The Compensation Committee reviewed its relationship with Willis Towers Watson, considered Willis Towers Watson’s independence, including whether there exist any potential conflicts of interest, and determined that the engagement of Willis Towers Watson did not raise any conflict of interest or other concerns that would adversely impact Willis Towers Watson’s independence. In reaching this conclusion, the Compensation Committee considered various factors, including the six factors set forth in the NYSE listing standards regarding compensation advisor independence. The Compensation Committee has sole authority to retain or terminate Willis Towers Watson as its independent compensation consultant and to approve its fees and other terms of engagement.

As an independent advisor to the Compensation Committee, Willis Towers Watson:

For discussion of the role of the Remuneration Committee’s independent advisor, Ellason, for purposes of fiscal 2026 CEO compensation decisions, please refer to “– Benchmarking Compensation to Peers” below.

Compensation Discussion and Analysis

Benchmarking Compensation to Peers

In February 2025, in anticipation of the Committee’s review of CEO compensation for fiscal 2026, Ellason provided the Remuneration Committee with a competitive market analysis of chief executive officer pay opportunities against two comparator groups recommended by Ellason: (i) a comparator group of U.S. listed companies representing companies with a comparable scale and industry; and (ii) a comparator group of FTSE 50 companies, excluding financial services businesses. The comparator groups were consistent with those utilized by the Company for fiscal 2024 and 2025.

Comparator groups were comprised of the following companies:

Compensation Discussion and Analysis

Because comparative compensation information represents just one of the several analytic tools used in setting executive compensation, the Remuneration Committee had discretion in determining the nature and extent of its use. Further, given the limitations associated with comparative pay information for setting individual executive compensation, including the difficulty of assessing and comparing wealth accumulation through equity gains and post-employment amounts at other companies, the Remuneration Committee may have elected in some cases to not use the comparative compensation information at all in the course of making compensation decisions. Furthermore, the Remuneration Committee considered other factors as part of the compensation decision process, such as individual and company performance, experience, tenure, scope of the role, contribution, succession planning, and retention, among other factors unique to an individual or role. Based on these considerations, the Remuneration Committee may have decided to set compensation above or below median peer group levels.

Base Salaries

The Remuneration Committee’s review of the CEO’s 2026 base salary, and the CEO’s review of the base salaries for the other named executive officers, in each case, considered the performance of Ashtead and the named executive officer, increases in salaries for the wider workforce, comparable salary practices of companies within our peer group, and the prevailing macroeconomic environment. Based on these reviews, the following increases were approved effective May 1, 2025 (for Mr. Horgan) and June 1, 2025 (for the other NEOs). The 2026 base salaries for each of the named executive officers and the corresponding percentage increase as compared to the 2025 base salaries are set forth below.

Annual Cash Bonuses

The maximum annual cash bonus opportunity for the CEO pursuant to the DBP, expressed as a percentage of base salary, was established through the Remuneration Policy (which was approved by Ashtead’s shareholders in September 2024 as noted above), and the CEO reviewed and approved the annual cash bonus opportunity for each of the other named executive officers. For fiscal year 2026, no changes were made to the maximum bonus percentages for the named executive officers. However, the dollar value of the 2026 maximum annual bonus opportunity for each of the NEOs increased, as compared to 2025, due to the base salary increases described above.

Compensation Discussion and Analysis

The maximum annual cash bonus opportunity for each of the named executive officers (expressed as a percentage of base salary) is set forth below.

Establishment of Fiscal 2026 Performance Measures and Targets

At the beginning of fiscal year 2026, performance measures and targets were established for the annual cash bonus opportunities under the DBP, taking into account a range of internal and external factors, including internal forecasts, prior year performance, degree of stretch within the business plan, market conditions and expectations, and sector and regulatory developments. In setting the performance thresholds, the Remuneration Committee also took into account market expectations with regard to future developments in Ashtead’s external business environment, which in turn fed into specific objectives based on strategy. The combination of performance measures and targets for the incentive arrangements were chosen to create direct alignment to the successful implementation of our strategy, which was intended to incentivize the named executive officers to deliver sustainable long-term shareholder value. The NEOs were eligible to earn a cash bonus payment for each performance measure, each of which is measured independently from each other performance measure over the fiscal year.

The performance measures chosen for the 2026 annual cash bonus opportunity for each of Messrs. Horgan and Pease and Ms. Fuller-Andrews were:

The performance measures chosen for the 2026 annual cash bonus opportunity for Mr. Washburn were:

The performance measures chosen for the 2026 annual cash bonus opportunity for Mr. Lull were:

Compensation Discussion and Analysis

The final potential annual bonus payout for each named executive officer was between 0% and 100% of the maximum annual cash bonus opportunity.

Compensation Committee Assessment of Performance

The Compensation Committee reviewed performance against the 2026 annual cash bonus targets and approved an annual cash bonus payout of (i) 81.5% of maximum for each of Messrs. Horgan and Pease and Ms. Fuller-Andrews, (ii) 76.6% of maximum for Mr. Washburn, and (iii) 90.9% of maximum for Mr. Lull.

The tables below set forth in further detail the level of achievement with regard to the applicable performance targets for each of the named executive officers. The performance targets described above, as well as the actual financial results disclosed below are based on the Company’s financial results for the fiscal 2026, as prepared in accordance with International Financial Reporting Standards (“IFRS”). Given that these results represent the actual performance numbers used by the Compensation Committee to determine and approve the relevant compensatory payments, these numbers have not been translated to conform to GAAP.

Compensation Discussion and Analysis

Calculation of Fiscal 2026 Annual Cash Bonus Payout

The 2026 annual cash bonus payment for each of the above performance measures was calculated based on the annual base salary for each named executive officer for fiscal year 2026, the named executive officer’s maximum annual cash bonus opportunity (expressed as a percentage of base salary) and the level of achievement determined by the Compensation Committee based on performance as compared to the performance targets. The calculation of the aggregate annual cash bonus amount for each of the named executive officers for the fiscal year 2026 is set forth in the table below.

Equity Awards

Assumption of Outstanding Equity Awards

Upon the effective date of the Scheme, Sunbelt assumed all of the outstanding equity awards under the Ashtead Group Long-Term Incentive Plan 2021 (the “LTIP”), with the terms of such awards (including the vesting schedule and any vesting conditions) remaining the same, except that, as part of bringing the Company’s approach to the amount and structure of its compensation of senior management following the U.S. Listing into line with U.S. market practice for U.S. listed companies of a similar size and profile:

The Compensation Committee considered various factors in determining how to most appropriately address outstanding LTIP awards upon the effectiveness of the U.S. Listing, given the significant accounting transition and complexities associated with retesting performance criteria. Considerations included maintaining retention elements of the current LTIP, providing a consistent and transparent approach for executives and shareholders and further positioning the management team and Sunbelt Rentals for its transition to the U.S. The Compensation Committee believes that the approach and calculated performance-vesting achievement level of 85.5% for outstanding PSUs balances these goals while recognizing historical performance.

Additionally, effective upon assumption of these equity awards by Sunbelt, the Compensation Committee determined that all RSUs and PSUs will be subject to net settlement for shares of Common Stock, rather than permitting the participant to elect to receive cash upon settlement. This modification caused the RSUs and PSUs to be treated as equity awards (rather than liability awards) for accounting purposes pursuant to FASB ASC Topic 718 (as defined below).

Equity Awards Granted in 2026

Ashtead’s long-term incentive program for 2026 includes two equity awards vehicles: RSUs and PSUs. The awards are designed to motivate and incentivize executives to create sustainable long-term value, attract and retain top talent and align executive and shareholder interests through a meaningful ownership stake.

Compensation Discussion and Analysis

Annual long-term incentive awards represent the heaviest-weighted portion of each named executive officer’s total annual compensation opportunity. The Remuneration Committee considered various factors when determining the size and mix of annual equity awards for the named executive officers, including long-term business objectives, market practices and individual performance. For fiscal year 2026, the aggregate maximum grant date fair value of annual long-term incentive awards for each of the named executive officers (expressed as a percentage of base salary) is set forth below.