Ashtead Group Plc - US Listing Update - Filing of Form 10 with the SEC

28 January 2026

Ashtead Group plc

US Listing Update - Filing of Form 10 with the SEC

Ashtead Group plc ("Ashtead" or the "Company") announces that Sunbelt Rentals Holdings, Inc. ("Sunbelt Rentals") on 27 January 2026 filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission ("SEC") in connection with the proposed listing of the common stock of Sunbelt Rentals.

The registration statement relating to the Sunbelt Rentals common stock has been filed with the SEC but has not yet become effective. In accordance with SEC regulations, the Form 10 will become automatically effective 30 days after filing, expected to be on 26 February 2026.

Today's filing marks a further step towards the establishment of a US primary listing as first announced by Ashtead on 10 December 2024. The implementation of these changes will be effected through a UK court-sanctioned scheme of arrangement, which, subject to satisfaction of all conditions, is anticipated to become effective on 27 February 2026, at which point Sunbelt Rentals will become the holding company for the Ashtead group

Sunbelt Rentals has also today received certification from the New York Stock Exchange ("NYSE") that its application to list common stock under the ticker symbol "SUNB" has been authorized, subject to the effectiveness of the Form 10 registration statement and satisfaction of customary listing requirements.

Applications will also be made to the UK Financial Conduct Authority ("FCA") for the admission of the Sunbelt Rentals common stock to the equity shares (international commercial companies secondary listing) category of the official list maintained by the FCA and to trading on the main market for listed securities of the London Stock Exchange ("LSE") under the symbol "SUNB". Admission to both the NYSE and the LSE is expected to occur on Monday, 2 March 2026.

The Form 10 includes a financial track record for the Company presented under US General Accepted Accounting Principles (US GAAP) for the three years ended 30 April 2025 and the six months ended 31 October 2025.   The Company has today posted a presentation on the Ashtead Group website which explains the main differences between these disclosures under US GAAP and the previously reported disclosures for Ashtead Group plc under International Financial Reporting Standards (IFRS).   This presentation can be accessed using the following link: www.ashtead-group.com/investors/shareholder-information/proposed-us-listing/  

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities referenced herein.

Further announcements will be made in due course, as appropriate.

Enquiries:

Ashtead Group     Will Shaw / Kevin Powers   +44 (0) 20 7726 9700

H/Advisors Maitland     Sam Cartwright     +44 (0) 20 7379 5151

This announcement has been prepared to inform investors and prospective investors about the Group and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in Ashtead Group plc or any of its subsidiary companies in any jurisdiction. Any such offer or solicitation will be made only by means of a prospectus or offering memorandum that meets applicable legal requirements.

The announcement may contain "forward-looking statements" within the meaning of the federal securities laws, including the U.S. Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are necessarily subject to risks and uncertainties because they relate to future events. The Group's business and operations are subject to a variety of risks and uncertainties, many of which are beyond the Group's control and, consequently, actual results may differ materially from those projected by any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Forward-looking statements made in this announcement speak only as of its date, and the Group undertakes no obligation to update them in light of new information or future events, except as required by law. Forward-looking statements can be identified by the use of words such as "expects", "anticipates", "intends", "aims", "plans", "predicts", "believes", "seeks", "estimates", "may", "could", "should", "will" and similar expressions or their negatives.

These forward-looking statements are based on estimates and assumptions by the Group's management that, although it believes them to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. For a more complete discussion of the factors and risks that could cause the Group's actual results to differ materially from these forward-looking statements, please refer to the Group's filings with the U.S. Securities and Exchange Commission (the "SEC"). These factors include, but are not limited to, the risks described under the heading "Principal Risks and Uncertainties" in the Group's Annual Report and Accounts for the year ended 30 April 2025 and the headings "Current trading and outlook" and "Principal risks and uncertainties" in the Group's unaudited results for the quarter ended 31 July 2025. Both of these reports may be viewed on the Group's website at www.ashtead-group.com and, to the extent filed with the SEC, on the SEC's website at   www.sec.gov.