What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-23 compared with 2025-07-24 · 157 added, 139 removed, 452 unchanged (40% of the section changed)

14 unchanged sentences

and (4) its classroom manufacturing business selling modular buildings used primarily as classrooms in California (“Enviroplex”).

In the six months ended June 30, 2025, Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex contributed 63%, 14%, 16% and 7% of the Company’s income before provision for taxes (the equivalent of “pretax income”), respectively, compared to 62%, 24%, 12% and 2% for the same period in 2024.

In the nine months ended September 30, 2025, Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex contributed 66%, 12%, 16% and 6% of the Company’s income before provision for taxes (the equivalent of “pretax income”), respectively, compared to 69%, 17%, 11% and 3% for the same period in 2024.

The Company generates its revenues primarily from the rental of its equipment on operating leases and from sales of equipment occurring in the normal course of business.

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Business – Relocatable Modular Buildings – Classroom Rentals and Sales to Public Schools (K-12) ” in the Company’s 2024 Annual Report and “ Item 1a.

Risk Factors – Significant reductions of, or delays in, funding to public schools have caused the demand and pricing for our modular classroom units to decline, which has in the past caused, and may cause in the future, a reduction in our revenues and profitability ” in Part II – Other Information of this Form 10-Q.)

Revenues of Portable Storage consists of the rental and sale of steel containers and ground level offices to provide a temporary storage solution that is delivered to the customer’s location and addresses the need for secure temporary storage with immediate access to the unit.

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Electronic test equipment revenues are primarily affected by the business activity within these industries related to research and development, manufacturing, and communication infrastructure installation and maintenance.

The Company’s rental operations include rental and rental related service revenues which comprised approximately 74% and 75% of consolidated revenues in the six months ended June 30, 2025 and 2024, respectively.

Of the total rental operations revenues for the six months ended June 30, 2025, Mobile Modular, Portable Storage and TRS-RenTelco comprised 70%, 13% and 17%, respectively, compared to 68%, 15% and 17%, respectively, in the same period of 2024.

The Company’s rental operations include rental and rental related service revenues which comprised approximately 72% and 71% of consolidated revenues in the nine months ended September 30, 2025 and 2024, respectively.

Of the total rental operations revenues for the nine months ended September 30, 2025, Mobile Modular, Portable Storage and TRS-RenTelco comprised 71%, 12% and 17%, respectively, compared to 69%, 14% and 17%, respectively, in the same period of 2024.

The Company’s direct costs of rental operations include depreciation of rental equipment, rental related service costs, impairment of rental equipment (if applicable), and other direct costs of rental operations (which include direct labor, supplies, repairs, insurance, property taxes, license fees, cost of sub-rentals and amortization of certain lease costs).

1 unchanged sentence

In addition, Enviroplex sells new modular buildings used primarily as classrooms in California.

For the six months ended June 30, 2025 and 2024, sales and other revenues of modular, container and electronic test equipment comprised approximately 26% and 25% of the Company’s consolidated revenues, respectively.

Of the total sales and other revenues from operations for the six months ended June 30, 2025 and 2024, Mobile Modular and Enviroplex together comprised 82% and 81%, respectively, Portable Storage comprised 3% and 4%, respectively, and TRS-RenTelco comprised 15% in both periods.

For the nine months ended September 30, 2025 and 2024, sales and other revenues of modular, container and electronic test equipment comprised approximately 28% and 29% of the Company’s consolidated revenues, respectively.

Of the total sales and other revenues from operations for the nine months ended September 30, 2025 and 2024, Mobile Modular and Enviroplex together comprised 84% and 85%, respectively, Portable Storage comprised 3% in both periods, and TRS-RenTelco comprised 13% and 12%, respectively.

The Company’s cost of sales includes the carrying value of the equipment sold and the direct costs associated with the equipment sold, such as delivery, installation, modifications and related site work.

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Recent Developments

On June 4, 2025, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.485 per common share for the quarter ended June 30, 2025, an increase of 2% over the prior year’s comparable quarter.

On September 19, 2025, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.485 per common share for the quarter ended September 30, 2025, an increase of 2% over the prior year’s comparable quarter.

Business Outlook

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In addition, recent changes in legislation and regulations, including enacted and proposed tariffs and other trade policies, have introduced additional uncertainty in the global economy.

The ongoing federal government shutdown, along with other recent political and fiscal developments in the United States, has further increased uncertainty in the economic environment and may negatively impact customer confidence, project funding and the timing of new business activity.

In periods of perceived or actual unfavorable economic conditions, our customers or potential customers could delay or re-evaluate their decisions to initiate various projects which in turn could result in a delay or cessation of engagement or other business activities with us.

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Results of Operations

Three Months Ended June 30, 2025 Compared to

Three Months Ended June 30, 2024

Consolidated revenues for the three months ended June 30, 2025, increased 11% to $235.6 million, from $212.6 million for the same period in 2024.

Consolidated net income for the three months ended June 30, 2025, increased 74% to $36.0 million, from $20.6 million for the same period in 2024.

Earnings per diluted share for the three months ended June 30, 2025, increased by $0.62 to $1.46, compared to $0.84 for the same period in 2024.

The increase in net income and earnings per diluted share during the quarter was primarily attributed to an increase in gross profit on rental operations revenues at Mobile Modular and TRS-RenTelco, and an increase in gross profit on sales revenues at Enviroplex, lower interest expense incurred on outstanding debt obligations and $12.4 million in transaction costs incurred as a result of the terminated merger with WillScot Mobile Mini in 2024.

For the three months ended June 30, 2025, on a consolidated basis:

• Gross profit increased $7.3 million, or 7%, to $110.7 million in 2025.

Mobile Modular’s gross profit increased $1.9 million, or 3%, largely due to higher gross profit on rental operations revenues.

Three Months Ended September 30, 2025 Compared to

Three Months Ended September 30, 2024

Consolidated revenues for the three months ended September 30, 2025, decreased 4% to $256.4 million, from $266.8 million for the same period in 2024.

Consolidated net income for the three months ended September 30, 2025, decreased 72% to $42.3 million, from $149.3 million for the same period in 2024.

Earnings per diluted share for the three months ended September 30, 2025, decreased by $4.36 to $1.72, compared to $6.08 for the same period in 2024.

The decrease in consolidated net income and earnings per diluted share during the period was primarily attributed to the terminated Merger Agreement in 2024 which provided a $180.0 million gain on merger termination, partly offset by $39.4 million in transaction costs, net of provision for income taxes.

Excluding the gain and transaction costs attributed to the merger termination in the current year, the Company's consolidated net income decreased by approximately $3.6 million, or 8%, to $42.3 million, and diluted earnings per share decreased $0.15, or 8%, to $1.72.

For the three months ended September 30, 2025, on a consolidated basis:

• Gross profit decreased $4.7 million, or 4%, to $119.3 million in 2025.

Mobile Modular’s gross profit decreased $6.7 million, or 7%, largely due to lower gross profit on sales and rental operations revenues.

Portable Storage's gross profit decreased $0.7 million, or 5%, primarily due to lower gross profit on rental operations revenues.

TRS-RenTelco’s gross profit increased $3.4 million, or 26%, primarily due to higher gross profit on rental and sales revenues.

Enviroplex’s gross profit increased $3.2 million, due to higher sales revenue and an increase in sales margins in 2025.

TRS-RenTelco’s gross profit increased $2.8 million, or 20%, primarily due to higher gross profit on rental revenues.

Enviroplex’s gross profit was $4.5 million, representing a 1% decrease compared to the same period in 2024.

• Selling and administrative expenses increased $3.2 million to $52.5 million, primarily due to a $1.6 million increase in marketing and administrative expenses and $1.3 million higher employees' salaries and benefit costs during the period.

• During the three months ended June 30, 2024, the Company incurred $12.4 million in transaction costs related to the Merger Agreement with Willscot Mobile Mini that was terminated September 20, 2024.

These significant costs that did not recur during the three months ended June 30, 2025, are reported separately on the Company’s condensed consolidated statements of income.

• During the three months ended September 30, 2024, the Company incurred $39.4 million in transaction costs related to the Merger Agreement with Willscot Mobile Mini that was terminated September 20, 2024.

These significant costs that did not recur during the three months ended September 30, 2025, are reported separately on the Company’s condensed consolidated statements of income.

• Interest expense decreased $4.5 million to $8.2 million, which was primarily attributed to $199.4 million lower average debt levels of the Company and a lower effective interest rate in 2025 of 5.81%, compared to 6.63% for the same period in 2024.

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These results are discussed on a segment basis below.

Enviroplex pre-tax income contribution was 10% and 6% in 2025 and 2024, respectively.

• The provision for income taxes resulted in an effective tax rate of 27.3% and 28.8%, for the quarters ended June 30, 2025 and 2024, respectively.

• Adjusted EBITDA increased $2.9 million, or 3%, to $86.5 million in 2025.

Enviroplex pre-tax income contribution was 5% in both periods.

• The provision for income taxes resulted in an effective tax rate of 27.7% and 26.4%, for the quarters ended September 30, 2025 and 2024, respectively.

• Adjusted EBITDA decreased $7.5 million, or 7%, to $96.5 million in 2025.

Mobile Modular

For the three months ended June 30, 2025, Mobile Modular’s total revenues increased $11.4 million, or 8%, to $156.0 million compared to the same period in 2024, primarily due to higher sales and rental operations revenues.

The revenue increase, together with higher gross profit on rental and rental related services revenues, partly offset by $3.5 million higher selling and administrative expenses, resulted in a $2.2 million increase in pre-tax income to $30.0 million for the three months ended June 30, 2025, from $27.9 million for the same period in 2024.

For the three months ended September 30, 2025, Mobile Modular’s total revenues decreased $9.9 million, or 5%, to $181.5 million compared to the same period in 2024, primarily due to lower sales revenues.

The sales revenue decrease, together with lower gross profit on sales and rental operations revenues, and $1.4 million higher selling and administrative expenses, resulted in a $4.7 million decrease in pre-tax income to $41.1 million for the three months ended September 30, 2025, from $45.8 million for the same period in 2024.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

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Three Months Ended

September 30,

Increase (Decrease)

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Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.

Transaction costs incurred as a result of the terminated merger with WillScot Mobile Mini have been reclassified to the corporate segment and presented separately on the condensed consolidated statements of income for the period ended June 30, 2024.

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Mobile Modular’s gross profit for the three months ended June 30, 2025, increased $1.9 million, or 3%, to $73.2 million.

For the three months ended June 30, 2025, compared to the same period in 2024:

Mobile Modular’s gross profit for the three months ended September 30, 2025, decreased $6.7 million, or 7%, to $83.1 million.

For the three months ended September 30, 2025, compared to the same period in 2024:

• Gross Profit on Rental Revenues – Rental revenues increased $1.7 million, or 2%, due to 1% higher average rental equipment on rent and 1% higher average monthly rental rates in 2025.

As a percentage of rental revenues, depreciation was 13% in both 2025 and 2024, and other direct costs were 29% and 27% in 2025 and 2024, respectively, which resulted in gross margin percentages of 58% in 2025, compared to 60% in 2024.

The higher rental revenues, partly offset by lower rental margins, resulted in gross profit on rental revenues increasing $0.4 million, or 1%, to $47.2 million in 2025.

As a percentage of rental revenues, depreciation was 13% in 2025 and 12% in 2024, and other direct costs were 29% and 25% in 2025 and 2024, respectively, which resulted in gross margin percentages of 58% in 2025, compared to 62% in 2024.

The increase in other direct costs was primarily due to higher labor and material costs incurred during 2025 to prepare equipment to meet customer rental demand.

The higher rental revenues, offset by lower rental margins, resulted in gross profit on rental revenues decreasing $2.7 million, or 5%, to $48.2 million in 2025.

• Gross Profit on Rental Related Services – Rental related services revenues increased $2.1 million, or 5%, compared to 2024.

The increase in rental related services revenues was primarily attributable to higher delivery, return delivery and dismantle revenues and higher site related services.

The increase in revenues accompanied by higher gross margin percentage of 36% in 2025, compared to 31% in 2024, resulted in rental related services gross profit increasing $2.6 million, or 29%, to $11.7 million in 2025.

• Gross Profit on Sales – Sales revenues increased $4.6 million, or 13%, compared to 2024, due to higher new and used equipment sales.

The lower gross margin percentage of 32% in 2025 compared to 38% in 2024, together with higher sales revenues, resulted in gross profit on sales decreasing $0.9 million, or 6%, to $12.9 million.

The lower gross margin on sales in 2025 was primarily due to a higher mix of new versus used sales.

The increase in rental related services revenues was primarily attributable to higher site related services when compared to 2024.

The increase in revenues together with lower gross margin percentage of 33% in 2025, compared to 35% in 2024, resulted in rental related services gross profit decreasing $0.3 million, or 2%, to $14.7 million in 2025.

• Gross Profit on Sales – Sales revenues decreased $13.7 million, or 21%, compared to 2024, due to lower new equipment sales.

The higher gross margin percentage of 36% in 2025 compared to 34% in 2024, together with lower sales revenues, resulted in gross profit on sales decreasing $3.6 million, or 16%, to $18.8 million.

The higher gross margin on sales in 2025 was primarily due to a higher mix of used versus new sales.

Sales occur routinely as a normal part of Mobile Modular’s rental business;

however, these sales and related gross margins can fluctuate from quarter to quarter and year to year depending on customer requirements, the scope of work to be performed, equipment availability and funding.

For the three months ended June 30, 2025, selling and administrative expenses increased $3.5 million, or 11%, to $36.8 million, primarily due to a $1.7 million increase in employees' salaries and benefit costs, $0.9 million higher allocated corporate expenses and $0.7 million higher marketing and administrative expenses.

For the three months ended September 30, 2025, selling and administrative expenses increased $1.4 million, or 4%, to $35.4 million, primarily due to $1.2 million higher allocated corporate expenses when compared to 2024.

Portable Storage

For the three months ended June 30, 2025, Portable Storage’s total revenues decreased $0.7 million, or 3%, to $23.3 million compared to the same period in 2024, primarily due to lower rental and rental related services revenues.

Lower gross profit on rental and rental related services revenues, partly offset by lower allocated interest expense, resulted in a decrease in pre-tax income of $0.8 million, or 11%, to $6.6 million in 2025.

For the three months ended September 30, 2025, Portable Storage’s total revenues increased $1.4 million, or 6%, to $24.4 million compared to the same period in 2024, primarily due to higher rental and sales revenues, partly offset by lower rental related services revenues.

Lower gross profit on rental operations revenues, higher gross profit on sales revenues, coupled with higher selling and administrative expenses and lower allocated interest expense, resulted in a decrease in pre-tax income of $1.5 million, or 20%, to $5.9 million in 2025.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

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Three Months Ended

September 30,

Increase (Decrease)

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Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.

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Portable Storage’s gross profit for the three months ended June 30, 2025, decreased $1.3 million, or 8%, to $15.0 million.

For the three months ended June 30, 2025, compared to the same period in 2024:

• Gross Profit on Rental Revenues – Rental revenues decreased $0.9 million, or 5%, due to 5% lower average rental equipment on rent and comparable average monthly rental rates in 2025 as compared to 2024.

As a percentage of rental revenues, depreciation was 6% in both 2025 and 2024, and other direct costs were 11% and 9% in 2025 and 2024, respectively, which resulted in gross margin percentage of 83% and 86% in 2025 and in 2024, respectively.

The lower rental revenues and rental margins resulted in gross profit on rental revenues decreasing $1.3 million, or 9%, to $14.0 million in 2025.

• Gross Profit on Rental Related Services – Rental related services revenues was $4.4 million, compared to $4.6 million during the same period in 2024.

The gross margin on rental related services revenues was 2% in 2025, compared to 4% in 2024.

Portable Storage’s gross profit for the three months ended September 30, 2025, decreased $0.7 million, or 5%, to $14.8 million.

For the three months ended September 30, 2025, compared to the same period in 2024:

• Gross Profit on Rental Revenues – Rental revenues increased $0.3 million, or 1%, due to 1% higher average rental equipment on rent and 1% higher average monthly rental rates in 2025 as compared to 2024.

As a percentage of rental revenues, depreciation was 6% in both 2025 and 2024, and other direct costs were 13% and 8% in 2025 and 2024, respectively, which resulted in gross margin percentages of 81% and 86% in 2025 and in 2024, respectively.

The higher rental revenues, offset by lower rental margins resulted in gross profit on rental revenues decreasing $0.7 million, or 4%, to $14.0 million in 2025.

• Gross Profit on Rental Related Services – Rental related services revenues decreased $0.2 million, or 5%, to $4.2 million in 2025.

The gross margin on rental related services revenues was negative 13% in 2025, compared to 3% in 2024.

The lower revenues coupled with lower gross margins in 2025, resulted in rental related services gross profit decreasing $0.7 million, when compared to 2024.

• Gross Profit on Sales – Sales revenues increased $1.3 million, primarily due to higher used equipment sales.

The higher sales revenues and lower gross margins of 39% in 2025, compared to 43% in 2024, resulted in sales gross profit increasing $0.1 million, or 21%, to $0.7 million in 2025.

The higher sales revenues and higher gross margins of 40% in 2025, compared to 36% in 2024, resulted in sales gross profit increasing $0.6 million to $1.1 million in 2025.

Sales occur routinely as a normal part of Portable Storage’s rental business;

however, these sales can fluctuate from period to period depending on customer requirements, equipment availability and funding.

For the three months ended June 30, 2025, Portable Storage’s selling and administrative expenses increased $0.1 million, or 1%, to $7.5 million.

For the three months ended June 30, 2025, TRS-RenTelco’s total revenues increased $3.7 million, or 11%, to $36.4 million, compared to the same period in 2024, primarily due to higher sales and rental revenues.

Higher gross profit on rental and sales revenues, coupled with higher selling and administrative expenses and a decrease in allocated interest expense, resulted in an 86% increase in pre-tax income to $8.0 million for the three months ended June 30, 2025, from $4.3 million for the same period in 2024.

For the three months ended September 30, 2025, Portable Storage’s selling and administrative expenses increased $1.1 million, or 17%, to $7.9 million, primarily due to a $0.5 million increase in employee salaries and benefits and $0.3 million higher allocated corporate expenses when compared to 2024.

For the three months ended September 30, 2025, TRS-RenTelco’s total revenues increased $2.1 million, or 6%, to $36.9 million, compared to the same period in 2024, primarily due to higher rental revenues.

Higher gross profit on rental and sales revenues, together with higher selling and administrative expenses and a decrease in allocated interest expense, resulted in a 48% increase in pre-tax income to $8.5 million for the three months ended September 30, 2025, from $5.7 million for the same period in 2024.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

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Three Months Ended

September 30,

Increase (Decrease)

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Interest expense allocation

Foreign currency exchange (gain) loss

Foreign currency exchange loss (gain)

Pre-tax income

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Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.

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TRS-RenTelco’s gross profit for the three months ended June 30, 2025 increased $3.4 million, or 26%, to $16.4 million.

For the three months ended June 30, 2025 compared to the same period in 2024:

TRS-RenTelco’s gross profit for the three months ended September 30, 2025 increased $2.8 million, or 20%, to $16.9 million.

For the three months ended September 30, 2025 compared to the same period in 2024:

• Gross Profit on Rental Revenues – Rental revenues increased $2.4 million, or 9%, depreciation expense decreased $0.8 million, or 8%, and other direct costs increased by $0.5 million, or 10%, resulting in a 28% increase in gross profit on rental revenues to $12.1 million.

As a percentage of rental revenues, depreciation was 36% and 44% in 2025 and 2024, respectively, and other direct costs were 21% and 20% in 2025 and 2024, respectively, which resulted in a gross margin percentage of 44% and 36% in 2025 and 2024, respectively.

The increase in rental revenues was primarily due to a 3% increase in average rental equipment on rent and 4% higher average monthly rental rates in 2025, as compared to 2024.

• Gross Profit on Sales – Sales revenues increased $1.9 million, or 32%, to $7.7 million in 2025.

As a percentage of rental revenues, depreciation was 36% and 42% in 2025 and 2024, respectively, and other direct costs were 21% in both 2025 and 2024, which resulted in a gross margin percentage of 43% and 37% in 2025 and 2024, respectively.

The increase in rental revenues was due to a 4% increase in average rental equipment on rent and 5% higher average monthly rental rates in 2025, as compared to 2024.

• Gross Profit on Sales – Sales revenues decreased $0.3 million, or 3%, to $7.3 million in 2025.

Gross profit on sales increased $0.2 million, or 5%, to $4.1 million, with gross margin percentages of 56% and 52% in 2025 and 2024, respectively.

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however, these sales and related gross margins can fluctuate from quarter to quarter depending on customer requirements and related mix of equipment sold, equipment availability and funding.

For the three months ended June 30, 2025, selling and administrative expenses increased $0.7 million, or 11%, to $7.3 million.

The increase was primarily attributed to $0.4 million higher employees' salaries and benefit costs when compared to 2024.

Six Months Ended June 30, 2025 Compared to

Six Months Ended June 30, 2024

Consolidated revenues for the six months ended June 30, 2025, increased 8% to $431.0 million, from $400.4 million for the same period in 2024.

Consolidated net income for the six months ended June 30, 2025, increased 48% to $64.2 million, from $43.5 million for the same period in 2024.

Earnings per diluted share for the six months ended June 30, 2025, increased $0.84 to $2.61, compared to $1.77 for the same period in 2024.

The increase in consolidated net income during the current period was primarily attributed to higher gross profit on rental operations and sales revenues and a $9.8 million reduction in interest expense incurred on outstanding debt obligations, partly offset by $5.0 million higher selling and administrative expenses.

In 2024 the Company reported Other income, net of $9.3 million from the sale of a corporate property and incurred $21.7 million in transaction costs attributed to the terminated merger with WillScot Mobile Mini, which further contributed to the current period increases in net income and diluted earnings per share as compared to 2024.

For the six months ended June 30, 2025, on a consolidated basis:

For the three months ended September 30, 2025, selling and administrative expenses increased $0.5 million, or 7%, to $7.1 million.

The increase was primarily attributed to $0.4 million higher allocated corporate expenses when compared to 2024.

Nine Months Ended September 30, 2025 Compared to

Nine Months Ended September 30, 2024

Consolidated revenues for the nine months ended September 30, 2025, increased 3% to $687.5 million, from $667.2 million for the same period in 2024.

Consolidated net income for the nine months ended September 30, 2025, decreased 45% to $106.5 million, from $192.8 million for the same period in 2024.

Earnings per diluted share for the nine months ended September 30, 2025, decreased $3.52 to $4.32, compared to $7.85 for the same period in 2024.

The decrease in consolidated net income and earnings per diluted share during the period was primarily attributed to the terminated Merger Agreement which provided a $180.0 million gain on merger termination, partly offset by $61.2 million in transaction costs, net of provision for income taxes.

Excluding the gain and transaction costs attributed to the merger termination in the prior year, the Company's net income increased by approximately $1.3 million, or 1%, to $106.5 million, and diluted earnings per share increased $0.04, or 1%, to $4.32.

Additionally, in 2024 the Company reported Other income, net of $9.3 million from the sale of a corporate property, which further contributed to the period-over-period change in net income and diluted earnings per share.

For the nine months ended September 30, 2025, on a consolidated basis:

• Gross profit increased $5.7 million, or 2%, to $326.4 million in 2025.

Mobile Modular’s gross profit increased $5.6 million, or 4%, largely due to higher gross profit on rental operations revenues.

Mobile Modular’s gross profit decreased $1.1 million, or 1%, primarily due to lower gross profit on sales revenues, partly offset by higher gross profit on rental operations revenues.

Portable Storage's gross profit decreased $5.2 million, or 11%, primarily due to lower gross profit on rental operations revenues.

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• Selling and administrative expenses increased $8.2 million to $157.0 million, primarily due to $3.8 million higher employees' salaries and benefit costs and $2.6 million higher marketing and administrative expenses.

• During the six months ended June 30, 2024, the Company incurred $21.7 million in transaction costs related to the Merger Agreement with Willscot Mobile Mini that was terminated on September 20, 2024.

These significant costs that did not recur during the six months ended June 30, 2025 are reported separately on the Company’s condensed consolidated statements of income.

• During the nine months ended September 30, 2024, the Company incurred $61.2 million in transaction costs related to the Merger Agreement with Willscot Mobile Mini that was terminated on September 20, 2024.

These significant costs are reported separately on the Company’s condensed consolidated statements of income.

• Interest expense decreased $14.3 million to $24.1 million, which was primarily attributed to $209.9 million lower average debt levels of the Company and a lower effective interest rate in 2025 of 5.69% compared to 6.60% for the same period in 2024.

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Enviroplex pre-tax income contribution was 6% and 3% in 2025 and 2024, respectively.

• The provision for income taxes resulted in an effective tax rate of 26.1% and 26.2%, for the periods ended June 30, 2025 and 2024, respectively.

• Adjusted EBITDA increased $5.3 million, or 3%, to $161.0 million in 2025.

• The provision for income taxes resulted in an effective tax rate of 26.8% and 26.3%, for the periods ended September 30, 2025 and 2024, respectively.

• Adjusted EBITDA decreased $2.2 million, or 1%, to $257.6 million in 2025.

Mobile Modular

For the six months ended June 30, 2025, Mobile Modular’s total revenues increased $15.8 million, or 6%, to $287.9 million compared to the same period in 2024, primarily due to higher rental operations and sales revenues.

The revenue increase, together with higher gross profit on rental operations revenues and lower allocated interest expense, partly offset by lower gross profit on sales revenues, resulted in a $2.5 million increase in pre-tax income to $55.0 million for the six months ended June 30, 2025, from $52.5 million for the same period in 2024.

Included within pre-tax income for the period ended June 30, 2024, was other income, net of $6.2 million which contributed to the period-over-period change.

For the nine months ended September 30, 2025, Mobile Modular’s total revenues increased $5.8 million, or 1%, to $469.4 million compared to the same period in 2024, due to higher rental operations revenues, partly offset by lower sales revenues.

The total revenue increase, together with higher gross profit on rental operations revenues, lower gross profit on sales revenues, higher selling and administrative expenses and lower allocated interest expense, resulted in a $2.2 million decrease in pre-tax income to $96.1 million for the nine months ended September 30, 2025, from $98.3 million for the same period in 2024.

Included within pre-tax income for the period ended September 30, 2024, was Other income, net of $6.2 million which contributed to the period-over-period change.

In 2024, Other income, net was comprised of an allocated net gain on sale of a corporate property.

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The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

Mobile Modular – Six Months Ended 6/30/25 compared to Six Months Ended 6/30/24 (Unaudited)

Mobile Modular – Nine Months Ended 9/30/25 compared to Nine Months Ended 9/30/24 (Unaudited)

(dollar amounts in thousands)

Six Months Ended

Nine Months Ended

September 30,

Increase (Decrease)

31 unchanged sentences

Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.

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Mobile Modular’s gross profit for the six months ended June 30, 2025, increased $5.6 million, or 4%, to $138.7 million.

For the six months ended June 30, 2025, compared to the same period in 2024:

Mobile Modular’s gross profit for the nine months ended September 30, 2025, decreased $1.1 million, or 1%, to $221.8 million.

For the nine months ended September 30, 2025, compared to the same period in 2024:

• Gross Profit on Rental Revenues – Rental revenues increased $7.5 million, or 3%, due to 2% higher average rental equipment on rent and 1% higher average monthly rental rates in 2025.

As a percentage of rental revenues, depreciation was 13% in both 2025 and 2024, and other direct costs were 28% in both 2025 and 2024, which resulted in gross margin percentages of 59% in both periods.

The higher rental revenues and comparable rental margins, resulted in gross profit on rental revenues increasing $3.6 million, or 4%, to $94.3 million in 2025.

As a percentage of rental revenues, depreciation was 13% in both 2025 and 2024, and other direct costs were 28% in 2025 and 27% in 2024, which resulted in gross margin percentages of 58% in 2025, compared to 60% in 2024.

The higher rental revenues, partly offset by lower rental margins, resulted in gross profit on rental revenues increasing $0.9 million, or 1%, to $142.5 million in 2025.

• Gross Profit on Rental Related Services – Rental related services revenues increased $10.7 million, or 11%, compared to 2024.

The increase in rental related services revenues was primarily attributable to higher delivery, return delivery and dismantle revenues and higher site related services.

The increase in revenues accompanied by higher gross margin percentage of 35% in 2025, compared to 33% in 2024, resulted in rental related services gross profit increasing $4.0 million, or 23%, to $21.5 million in 2025.

• Gross Profit on Sales – Sales revenues increased $1.7 million, or 3%, compared to 2024, due to higher new and used equipment sales.

The lower gross margin percentage of 32% in 2025 compared to 35% in 2024, together with higher sales revenue, resulted in gross profit on sales decreasing $1.6 million, or 7%, to $20.0 million.

The lower gross margin on sales in 2025 was primarily due to a higher mix of new versus used sales.

The increase in rental related services revenues was primarily attributable to higher site related services and delivery revenues, partly offset by lower return delivery and dismantle revenues.

The increase in revenues accompanied by a comparable gross margin percentage of 34% in 2025, resulted in rental related services gross profit increasing $3.7 million, or 11%, to $36.2 million in 2025.

• Gross Profit on Sales – Sales revenues decreased $11.9 million, or 9%, compared to 2024, due to lower new equipment sales.

The lower gross margin percentage of 34% in 2025 compared to 35% in 2024, coupled with lower sales revenue, resulted in gross profit on sales decreasing $5.2 million, or 12%, to $38.8 million.

The lower total gross margin on sales in 2025 was primarily due to a reduction in new equipment sales margins.

Sales occur routinely as a normal part of Mobile Modular’s rental business;

For the six months ended June 30, 2025, selling and administrative expenses increased $3.9 million, or 6%, to $70.8 million, primarily due to a $1.5 million increase in employees' salaries and benefit costs and $1.3 million higher allocated corporate expenses.

For the nine months ended September 30, 2025, selling and administrative expenses increased $5.3 million, or 5%, to $106.2 million, primarily due to $2.7 million higher allocated corporate expenses, an increase in employees' salaries and benefit costs of $1.0 million and $0.9 million higher marketing and administrative expenses.

Portable Storage

For the six months ended June 30, 2025, Portable Storage’s total revenues decreased $4.2 million, or 9%, to $44.6 million compared to the same period in 2024, primarily due to lower rental operations revenues, partly offset by higher sales revenues.

For the nine months ended September 30, 2025, Portable Storage’s total revenues decreased $2.8 million, or 4%, to $69.0 million compared to the same period in 2024, primarily due to lower rental operations revenues, partly offset by higher sales revenues.

Lower gross profit on rental operations revenues, partly offset by $1.4 million lower allocated interest expense, resulted in a decrease in pre-tax income of $6.0 million, or 25%, to $17.9 million in 2025.

Included within pre-tax income for the period ended June 30, 2024, was other income, net of $1.3 million which contributed to the period-over-period change.

Included within pre-tax income for the period ended September 30, 2024, was Other income, net of $1.3 million which contributed to the period-over-period change.

In 2024, Other income, net was comprised of an allocated net gain on sale of a corporate property.

1 unchanged sentence

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

Portable Storage – Six Months Ended 6/30/25 compared to Six Months Ended 6/30/24 (Unaudited)

Portable Storage – Nine Months Ended 9/30/25 compared to Nine Months Ended 9/30/24 (Unaudited)

(dollar amounts in thousands)

Six Months Ended

Nine Months Ended

September 30,

Increase (Decrease)

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Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.

nm = Not meaningful

Portable Storage’s gross profit for the six months ended June 30, 2025, decreased $4.4 million, or 13%, to $29.0 million.

For the six months ended June 30, 2025, compared to the same period in 2024:

Portable Storage’s gross profit for the nine months ended September 30, 2025, decreased $5.2 million, or 11%, to $43.8 million.

For the nine months ended September 30, 2025, compared to the same period in 2024:

• Gross Profit on Rental Revenues – Rental revenues decreased $3.0 million, or 6%, due to 1% lower average monthly rental rates and 5% lower average rental equipment on rent in 2025.

As a percentage of rental revenues, depreciation was 6% and 5% in 2025 and 2024, respectively, and other direct costs were 10% and 8% in 2025 and 2024, respectively, which resulted in gross margin percentage of 83% and 86% in 2025 and 2024, respectively.

As a percentage of rental revenues, depreciation was 6% in both 2025 and 2024, and other direct costs were 11% and 8% in 2025 and 2024, respectively, which resulted in gross margin percentage of 83% and 86% in 2025 and 2024, respectively.

The lower rental revenues and lower rental margins resulted in gross profit on rental revenues decreasing $4.4 million, or 10%, to $41.5 million in 2025.

• Gross Profit on Rental Related Services – Rental related services revenues was $8.0 million, a decrease of $1.3 million compared to 2024.

• Gross Profit on Rental Related Services – Rental related services revenues decreased $1.6 million, or 11%, to $12.2 million in 2025.

The gross margin on rental related services revenues was negative 6% in 2025, compared to 4% in 2024.

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however, these sales can fluctuate from period to period depending on customer requirements, equipment availability and funding.

For the six months ended June 30, 2025, Portable Storage’s selling and administrative expenses decreased $0.2 million, or 1%, to $15.1 million.

For the six months ended June 30, 2025, TRS-RenTelco’s total revenues increased $5.0 million to $71.4 million, compared to the same period in 2024, primarily due to higher sales and rental revenues.

Higher gross profit on rental revenues and $1.7 million lower allocated interest expense resulted in a 35% increase in pre-tax income to $14.2 million for the six months ended June 30, 2025, from $10.5 million for the same period in 2024.

Included within pre-tax income for the period ended June 30, 2024, was other income, net of $1.7 million which contributed to the period-over-period change.

For the nine months ended September 30, 2025, Portable Storage’s selling and administrative expenses increased $1.0 million, or 4%, to $23.0 million, primarily attributable to $0.6 million higher marketing and administrative expenses compared to 2024.

For the nine months ended September 30, 2025, TRS-RenTelco’s total revenues increased $7.1 million to $108.3 million, compared to the same period in 2024, primarily due to higher rental and sales revenues.

Higher gross profit on rental and sales revenues, coupled with $2.4 million lower allocated interest expense, resulted in a 40% increase in pre-tax income to $22.6 million for the nine months ended September 30, 2025, from $16.2 million for the same period in 2024.

Included within pre-tax income for the period ended September 30, 2024, was Other income, net of $1.7 million which contributed to the period-over-period change.

In 2024, Other income, net was comprised of an allocated net gain on sale of a corporate property.

1 unchanged sentence

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

TRS-RenTelco – Six Months Ended 6/30/25 compared to Six Months Ended 6/30/24 (Unaudited)

TRS-RenTelco – Nine Months Ended 9/30/25 compared to Nine Months Ended 9/30/24 (Unaudited)

(dollar amounts in thousands)

Six Months Ended

Nine Months Ended

September 30,

Increase (Decrease)

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Interest expense allocation

Foreign currency exchange (gain) loss

Foreign currency exchange gain

Pre-tax income

13 unchanged sentences

Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.

nm = Not meaningful

TRS-RenTelco’s gross profit for the six months ended June 30, 2025 increased $4.4 million, or 16%, to $31.2 million.

For the six months ended June 30, 2025 compared to the same period in 2024:

TRS-RenTelco’s gross profit for the nine months ended September 30, 2025 increased $7.2 million, or 17%, to $48.1 million.

For the nine months ended September 30, 2025 compared to the same period in 2024:

• Gross Profit on Rental Revenues – Rental revenues increased $4.3 million, or 6%, depreciation expense decreased $4.0 million, or 12%, and other direct costs increased by $1.5 million, or 10%, resulting in a 25% increase in gross profit on rental revenues to $34.3 million.

As a percentage of rental revenues, depreciation was 37% and 44% in 2025 and 2024, respectively, and other direct costs were 21% and 20%, in 2025 and 2024, respectively, which resulted in a gross margin percentage of 42% and 36% in 2025 and 2024, respectively.

The increase in rental revenues was primarily due to a 1% increase in average rental equipment on rent and 3% higher average monthly rental rates in 2025, as compared to 2024.

The increase in rental revenues was due to a 2% increase in average rental equipment on rent and 4% higher average monthly rental rates in 2025, as compared to 2024.

• Gross Profit on Sales – Sales revenues increased $2.8 million, or 14%, to $23.0 million in 2025.

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however, these sales and related gross margins can fluctuate from quarter to quarter depending on customer requirements and related mix of equipment sold, equipment availability and funding.

For the six months ended June 30, 2025, selling and administrative expenses increased $0.9 million, or 7%, to $14.8 million.

For the nine months ended September 30, 2025, selling and administrative expenses increased $1.4 million, or 7%, to $21.9 million.

The increase was primarily attributed to $0.9 million higher employees' salaries and benefit costs when compared to 2024.

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Twelve Months Ended

September 30,

Provision for income taxes

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Twelve Months Ended

September 30,

Net cash provided by operating activities

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Adjusted EBITDA is defined as income from operations before interest expense, provision for income taxes, depreciation, amortization, share-based compensation, other income, net and non-operating transactions.

Adjusted EBITDA is a component of two restrictive financial covenants for the Company’s unsecured Credit Facility, the Note Purchase Agreement, Series D Senior Notes, Series E Senior Notes and Series F Senior Notes (as defined and more fully described under the heading “Liquidity and Capital Resources” in this MD&A).

Adjusted EBITDA is a component of two restrictive financial covenants for the Company’s unsecured Credit Facility, the Note Purchase Agreement, Series D Senior Notes, Series E Senior Notes, Series F Senior Notes and Series G Senior Notes (as defined and more fully described under the heading “Liquidity and Capital Resources” in this MD&A).

These instruments contain financial covenants requiring the Company to not:

• Permit the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Facility and the Note Purchase Agreement (as defined and more fully described under the heading “Liquidity and Capital Resources” in this MD&A)) of Adjusted EBITDA (as defined in the Credit Facility and the Note Purchase Agreement) to fixed charges as of the end of any fiscal quarter to be less than 2.50 to 1.

At June 30, 2025, the actual ratio was 3.59 to 1.

At September 30, 2025, the actual ratio was 3.69 to 1.

• Permit the Consolidated Leverage Ratio of funded debt (as defined in the Credit Facility and the Note Purchase Agreement) to Adjusted EBITDA at any time during any period of four consecutive quarters to be greater than 2.75 to 1.

At June 30, 2025, the actual ratio was 1.60 to 1.

At June 30, 2025, the Company was in compliance with each of the aforementioned covenants.

At September 30, 2025, the actual ratio was 1.58 to 1.

At September 30, 2025, the Company was in compliance with each of the aforementioned covenants.

There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although, significant deterioration in our financial performance could impact the Company’s ability to comply with these covenants.

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The Company’s rental businesses are capital intensive and generate significant cash flows.

Cash flows for the Company for the six months ended June 30, 2025 compared to the same period in 2024 are summarized as follows:

Cash flows for the Company for the nine months ended September 30, 2025 compared to the same period in 2024 are summarized as follows:

Cash Flows from Operating Activities:

The Company’s operations provided net cash of $174.8 million in 2025, compared to $337.6 million in 2024.

The $28.9 million decrease in net cash provided by operating activities was primarily attributable to a $31.6 million decrease in accounts payable as a result of the payment timing of rental equipment acquisitions and other trade accounts payable.

In addition, accounts receivable increased $24.4 million due to higher customer billings compared to related cash payments in 2025.

Finally, the Company's inventories provided $14.8 million in operating cash flows during 2025 due to a higher usage of purchased inventories during 2025.

The $162.8 million decrease in net cash provided by operating activities was primarily attributed to the gain on merger termination from Willscot Mobile Mini after transaction costs, which provided $87.6 million of net income in 2024.

In addition, there was a $38.6 million decrease in accounts payable as a result of the payment timing of rental equipment acquisitions and other trade accounts payable.

Also, accounts receivable increased $24.7 million due to higher customer billings compared to related cash payments in 2025.

Finally, the change in Company's prepaid expenses and other assets was $21.8 million primarily due to a higher reduction in prepaid income taxes in 2024.

Cash Flows from Investing Activities:

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Cash Flows from Financing Activities:

Net cash used in financing activities was $47.4 million in 2025, compared to $3.8 million of cash provided in 2024.

The $51.2 million change was primarily attributable to the $75.0 million of borrowings under term note

agreements in 2024 and $26.0 million lower net payments under bank lines of credit in 2025.

The $49.0 million lower net borrowings was primarily the result of lower rental equipment purchases during the period, compared to 2024.

Net cash used in financing activities was $80.3 million in 2025, compared to $193.6 million in 2024.

The $113.3 million change was primarily attributable to $113.8 million lower net payments under bank lines of credit

in 2025, partially offset by $75.0 million in borrowings under issued Series G senior notes in 2025, which were used to pay the principal balance in full of the Company's $73.0 million term note entered into in 2024.

The reduction in total net payments under bank lines of credit when compared to the previous year was primarily due to lower cash flows from operations, including the net impact of the gain on merger termination from WillScot Mobile Mini after transaction costs, partly offset by the $75.8 million reduction in purchases of rental equipment when compared to the previous year.

Significant capital expenditures are required to maintain and grow the Company’s rental assets.

5 unchanged sentences

On July 15, 2022, the Company entered into an amended and restated credit agreement with Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and lender, and other lenders named therein (the “Credit Facility”).

The Credit Facility provides for a $650.0 million unsecured revolving credit facility (which may be further increased to $950.0 million, of which $75.0 million was utilized through the term loan entered on April 23, 2024, by adding one or more tranches of term loans and/or increasing the aggregate revolving commitments), which includes a $40.0 million sublimit for the issuance of standby letters of credit and a $20.0 million sublimit for swingline loans.

The Credit Facility provides for a $650.0 million unsecured revolving credit facility (which may be further increased to $950.0 million, by adding one or more tranches of term loans and/or increasing the aggregate revolving commitments), which includes a $40.0 million sublimit for the issuance of standby letters of credit and a $20.0 million sublimit for swingline loans.

The proceeds of the Credit Facility are available to be used for general corporate purposes, including permitted acquisitions.

12 unchanged sentences

Concurrently with entry into the First Incremental Amendment, the Company repaid revolving loans issued under the Credit Agreement in an aggregate amount equal to approximately $75.0 million.

At June 30, 2025, under the Credit Facility and Sweep Service Facility, the Company had unsecured lines of credit that permit it to borrow up to $650.0 million, of which $324.7 million was outstanding and had capacity to borrow up to an additional $325.3 million.

During the quarter ended September 30, 2025, the Company repaid the principal amount of the incremental term loan "A" facility in its entirety.

At September 30, 2025, under the Credit Facility and Sweep Service Facility, the Company had unsecured lines of credit that permit it to borrow up to $650.0 million, of which $301.8 million was outstanding and had capacity to borrow up to an additional $348.2 million.

The Credit Facility contains financial covenants requiring the Company to not (all defined terms used below not otherwise defined herein have the meaning assigned to such terms in the Credit Facility):

• Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter to be less than 2.50 to 1.

At June 30, 2025, the actual ratio was 3.59 to 1.

At September 30, 2025, the actual ratio was 3.69 to 1.

• Permit the Consolidated Leverage Ratio at any time during any period of four consecutive fiscal quarters to be greater than 2.75 to 1.

At June 30, 2025, the actual ratio was 1.60 to 1.

At June 30, 2025, the Company was in compliance with each of the aforementioned covenants.

At September 30, 2025, the actual ratio was 1.58 to 1.

At September 30, 2025, the Company was in compliance with each of the aforementioned covenants.

There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although significant deterioration in our financial performance could impact the Company’s ability to comply with these covenants.

4 unchanged sentences

Pursuant to the Prior NPA, the Company issued (i) $40.0 million aggregate principal amount of its 2.57% Series D Senior Notes, due March 17, 2028, and (ii) $60.0 million aggregate principal amount of its 2.35% Series E Senior Notes, due June 16, 2026, to which the terms of the Note Purchase Agreement shall apply.

In addition, pursuant to the Note Purchase Agreement, the Company may authorize the issuance and sale of additional senior notes (the “Shelf Notes”) in the aggregate principal amount of (x) $300 million minus (y) the amount of other notes (such as the Series D Senior Notes, Series E Senior Notes and Series F Senior Notes, each defined below) then outstanding, to be dated the date of issuance thereof, to mature, in case of each Shelf Note so issued, no more than 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in accordance with the Note Purchase Agreement.

In addition, pursuant to the Note Purchase Agreement, the Company may authorize the issuance and sale of additional senior notes (the “Shelf Notes”) in the aggregate principal amount of (x) $300 million minus (y) the amount of other notes (such as the Series D Senior Notes, Series E Senior Notes, Series F Senior Notes and Series G Senior Notes, each defined below) then outstanding, to be dated the date of issuance thereof, to mature, in case of each Shelf Note so issued, no more than 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in accordance with the Note Purchase Agreement.

Shelf Notes may be issued and sold from time to time at the discretion of the Company’s Board of Directors and in such amounts as the Board of Directors may determine, subject to prospective purchasers’ agreement to purchase the Shelf Notes.

2 unchanged sentences

5.30% Senior Notes Due in 2032

On September 8, 2025, the Company issued and sold to the purchasers $75.0 million aggregate principal amount of 5.30% Series G Notes (the “Series G Senior Notes”) pursuant to the terms of the Note Purchase Agreement.

The Series G Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 5.30% per annum and mature on September 8, 2032.

Interest on the Series G Senior Notes is payable semi-annually beginning on March 8, 2026 and continuing thereafter on September 8 and March 8 of each year until maturity.

The principal balance is due when the notes mature on September 8, 2032.

The full net proceeds from the Series G Senior Notes were used to pay down the Company’s term loan "A" facility in its entirety.

At September 30, 2025, the principal balance outstanding under the Series G Senior Notes was $75.0 million.

6.25% Senior Notes Due in 2030

On September 27, 2023, the Company issued and sold to the purchasers $75.0 million aggregate principal amount of 6.25% Series F Notes (the “Series F Senior Notes”) pursuant to the terms of the Note Purchase Agreement.

2 unchanged sentences

The principal balance is due when the notes mature on September 27, 2030.

The full net proceeds from the Series F Senior Notes will primarily be used to fulfill the income tax obligations incurred from the divestiture of Adler Tanks.

At June 30, 2025, the principal balance outstanding under the Series F Senior Notes was $75.0 million.

The full net proceeds from the Series F Senior Notes were primarily used to fulfill the income tax obligations incurred from the divestiture of Adler Tanks.

At September 30, 2025, the principal balance outstanding under the Series F Senior Notes was $75.0 million.

2.57% Senior Notes Due in 2028

4 unchanged sentences

The full net proceeds from the Series D Senior Notes were used to pay off the Company’s $40 million Series B Senior Notes.

At June 30, 2025, the principal balance outstanding under the Series D Senior Notes was $40.0 million.

At September 30, 2025, the principal balance outstanding under the Series D Senior Notes was $40.0 million.

2.35% Senior Notes Due in 2026

4 unchanged sentences

The full net proceeds from the Series E Senior Notes were used to pay down the Company’s credit facility.

At June 30, 2025, the principal balance outstanding under the Series E Senior Notes was $60.0 million.

Among other restrictions, the Note Purchase Agreement, which has superseded in its entirety the Prior NPA, under which the Series D Senior Notes, Series E Senior Notes and Series F Senior Notes were sold, contains financial covenants requiring the Company

to not (all defined terms used below not otherwise defined herein have the meaning assigned to such terms in the Note Purchase Agreement):

At September 30, 2025, the principal balance outstanding under the Series E Senior Notes was $60.0 million.

Among other restrictions, the Note Purchase Agreement, which has superseded in its entirety the Prior NPA, under which the Series D Senior Notes, Series E Senior Notes, Series F Senior Notes and Series G Senior Notes were sold, contains financial covenants requiring the Company to not (all defined terms used below not otherwise defined herein have the meaning assigned to such terms in the Note Purchase Agreement):

• Permit the Consolidated Fixed Charge Coverage Ratio of EBITDA to fixed charges as of the end of any fiscal quarter to be less than 2.50 to 1.

At June 30, 2025, the actual ratio was 3.59 to 1.

At September 30, 2025, the actual ratio was 3.69 to 1.

• Permit the Consolidated Leverage Ratio of funded debt to EBITDA at any time during any period of four consecutive quarters to be greater than 2.75 to 1.

At June 30, 2025, the actual ratio was 1.60 to 1.

At June 30, 2025, the Company was in compliance with each of the aforementioned covenants.

At September 30, 2025, the actual ratio was 1.58 to 1.

At September 30, 2025, the Company was in compliance with each of the aforementioned covenants.

3 unchanged sentences

Critical Accounting Estimates

There were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the six month period ended June 30, 2025.

There were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the nine month period ended September 30, 2025.

Refer to our 2024 Annual Report for a discussion of our critical accounting policies and estimates.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis