What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-19 · 204 added, 252 removed, 883 unchanged (34% of the section changed)

13 unchanged sentences

All other financial information in this report has been presented on a basis consistent with the information included in the consolidated financial statements.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

The Company maintains a system of internal control that is designed to provide reasonable assurance as to the reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition.

41 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 25, 2026 expressed an unqualified opinion.

Change in accounting principle

As discussed in Note 3 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280).

The adoption was retrospectively applied to 2023 and 2022.

Basis for opinion

10 unchanged sentences

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

7 unchanged sentences

(in thousands)

Accounts receivable, net of allowance for credit losses of $ 2,866 at December 31, 2024 and $ 2,801 at December 31, 2023

Accounts receivable, net of allowance for credit losses of $ 2,866 at December 31, 2025 and 2024

Rental equipment, at cost:

19 unchanged sentences

Retained earnings

Accumulated other comprehensive loss

Total shareholders’ equity

19 unchanged sentences

Interest expense

Foreign currency exchange loss (gain)

Foreign currency exchange (gain) loss

Gain on merger termination from WillScot Mobile Mini (Note 1)

WillScot Mobile Mini transaction costs

WillScot Mobile Mini transaction costs (Note 1)

Income from continuing operations before provision for income taxes

39 unchanged sentences

Dividends accrued at $ 1.90 per share

Other comprehensive loss

Other comprehensive loss reclassification adjustment

Balance at December 31, 2024

4 unchanged sentences

Dividends accrued at $ 1.94 per share

Other comprehensive loss reclassification adjustment

Other comprehensive income

Balance at December 31, 2025

14 unchanged sentences

Gain on sale of used rental equipment

Foreign currency exchange loss (gain)

Foreign currency exchange (gain) loss

Amortization of debt issuance costs

17 unchanged sentences

Borrowings under term note agreement

Principal payment of Series C senior notes

Principal payment of term note agreement

Borrowings under Series G senior notes

Taxes paid related to net share settlement of stock awards

42 unchanged sentences

Non-lease revenues - Sales revenue is recognized upon delivery and installation of the equipment to customers.

Site related services revenues outside of the modular building such as grading, drainage, landscaping and paving are recognized upon completion of the service performed.

Revenue from contracts that satisfy the criteria for over-time recognition are recognized as work is performed by using the input method based on the ratio of costs incurred to estimated total contract costs for each contract.

2 unchanged sentences

The Company is considered the principal (vs.

an agent) as the Company is responsible for the fulfillment of all service elements and risks associated with the underlying performance obligation.

an agent) as the Company is responsible for the fulfillment of all service elements and burdens the risks associated with the underlying performance obligations.

Revenue for these services is recognized on a gross basis.

18 unchanged sentences

Costs of rental related services are primarily associated with relocatable modular building and portable storage container leases.

Modular building leases primarily consist of costs for services to be provided under the negotiated lease agreement for delivery, installation, modifications, skirting, additional site-related work, and dismantle and return delivery.

Modular building leases primarily consist of costs for services to be provided under the negotiated lease agreement for delivery, installation, modifications, skirting, and dismantle and return delivery.

Costs related to these services are recognized on a straight-line basis over the term of the lease.

Site related services costs for work outside of the modular building such as grading, drainage, landscaping and paving are recognized in the period the service is performed.

Costs of rental related services associated with portable storage containers consists of costs of delivery, removal and cleaning of the containers.

18 unchanged sentences

Inventories are measured at the lower of actual cost or net realizable value for acquired units and estimated standard costs for manufactured units.

Costs for units manufactured are determined using the

weighted average inventory method.

Net realizable value is defined as the value for which an asset can be sold, less the estimated costs of selling such asset.

5 unchanged sentences

Maintenance and repairs are expensed as incurred.

Property, plant and equipment from continuing operations consist of the following:

Property, plant and equipment consisted of the following:

(dollar amounts in thousands)

4 unchanged sentences

Construction in progress

Property, plant and equipment, net

Property, plant and equipment depreciation expense was $ 9.6 million, $ 8.9 million and $ 9.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Construction in progress at December 31, 2024 and 2023 consisted primarily of costs related to acquisition of land and land improvements.

For information on the property, plant and equipment from discontinued operations, refer to Note 5 to the consolidated financial statements.

Construction in progress at December 31, 2025 and 2024 consisted primarily of costs related to building and land improvements.

Capitalized Software Costs

5 unchanged sentences

The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality.

Capitalized software costs are included in property, plant and equipment.

There were no capitalized internal use software costs during the year ended December 31, 2024, and the Company capitalized $ 0.2 million in internal use software during the year ended December 31, 2023.

Capitalized software costs are included in property, plant and equipment and construction in progress.

There was $ 0.9 million in costs capitalized to construction in progress during the year ended December 31, 2025.

Conversely, there were no internal use software costs capitalized during the year ended December 31, 2024.

The Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract under the internal-use software framework.

Costs related to preliminary project activities and post implementation activities are expensed as incurred.

Costs incurred in the development stage are generally capitalized as prepaid expenses and other assets.

There was $ 11.4 million in cloud computing arrangements capitalized to prepaid expenses and other assets for the year ended December 31, 2025.

Amortization expense is calculated on a straight-line basis over the contractual term including extension options of the cloud computing arrangement and recorded as selling, general and administrative expense.

Shipping Costs

12 unchanged sentences

Based on these values, the excess purchase prices over the fair value of the net assets acquired are allocated to goodwill.

At December 31, 2024 and 2023, goodwill and trade name intangible assets from continuing operations which have indefinite lives totaled $ 323.4 million for both periods.

For information on goodwill and trade name intangible assets from discontinued operations, refer to Note 5 to the consolidated financial statements.

At December 31, 2025 and 2024, goodwill and trade name intangible assets from continuing operations which have indefinite lives totaled $ 332.6 million and $ 323.4 million, respectively.

The Company assesses potential impairment of its goodwill and intangible assets when there is evidence that events or circumstances have occurred that would indicate the recovery of an asset’s carrying value is unlikely.

8 unchanged sentences

The Company conducted its annual impairment analysis in the fourth quarter of 2025.

The impairment analysis did no t result in an impairment charge for the fiscal year ended 2024.

There were no impairment charges in 2023 or 2022.

The impairment analysis did no t result in an impairment charge for the fiscal year ended 2025, consistent with the previously reported years of 2024 and 2023.

Determining the fair value of a reporting unit is judgmental and involves the use of significant estimates and assumptions.

11 unchanged sentences

earnings per share

In 2024, there were 37,214 shares which had an anti-dilutive effect on the computation of diluted earnings per share that required exclusion.

In both 2 023 and 2022, there were no shares having an anti-dilutive effect requiring exclusion from the computation of diluted earnings per share.

For the years ended December 31, 2025 and 2024, there were 42,958 and 37,214 shares which had an anti-dilutive effect on the computation of diluted earnings per share that required exclusion, respectively.

In 2023 , there were no shares having an anti-dilutive effect requiring exclusion from the computation of diluted earnings per share.

The Company has in the past made purchases of shares of its common stock from time to time in over-the-counter market (NASDAQ) transactions, through privately negotiated, large block transactions and through a share repurchase plan, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2 unchanged sentences

All shares repurchased by the Company are canceled and returned to the status of authorized but unissued shares of common stock.

There can be no assurance that any authorized shares will be repurchased, and the Repurchase Plan may be modified, extended or terminated by the

Company’s Board of Directors at any time.

In the twelve months ended December 31, 2024, 2023 and 2022 there were no shares of common stock repurchased.

There can be no assurance that any authorized shares will be repurchased, and the Repurchase Plan may be modified, extended or terminated by the Company’s Board of Directors at any time.

In the years ended December 31, 2025, 2024 and 2023 there were no shares of common stock repurchased.

As of December 31, 2025, 2,000,000 shares remain authorized for repurchase.

9 unchanged sentences

The Company recognized credit losses of $ 1.7 million, $ 1.9 million and $ 2.6 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively.

The allowance for credit losses was $ 2.9 million, $ 2.8 million and $ 2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The allowance for credit losses was $ 2.9 million at December 31, 2025, unchanged from the allowance reported in 2024, and $ 2.8 million for the year ended December 31, 2023.

The allowance for credit loss activity was as follows:

2 unchanged sentences

Provision for credit losses

Acquired reserve from Vesta Modular (see Note 4)

Derecognition of reserve from discontinued operations (see Note 5)

Write-offs, net of recoveries

14 unchanged sentences

Fair Value of Financial Instruments

The Company believes that the carrying amounts for cash, accounts receivable, accounts payable and notes payable approximate their fair values except for fixed rate debt included in notes payable which has an estimated fair value of $ 169.4 million and $ 169.2 million, as of December 31, 2024 and 2023, respectively, compared to the recorded value of $ 175.0 million in both periods.

The Company believes that the carrying amounts for cash, accounts receivable, accounts payable and notes payable approximate their fair values except for fixed rate debt included in notes payable which had an estimated fair value of $ 251.3 million and $ 169.4 million, as of December 31, 2025 and 2024, respectively, compared to the recorded book values of $ 250.0 million and $ 175.0 million, respectively.

The estimates of fair value of the Company’s fixed rate debt are based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

3 unchanged sentences

Foreign currency transaction gains and losses of TRS-Canada are reported in the results of operations in the period in which they occur.

The Company’s Indian subsidiary, TRS-RenTelco India Private Limited (“TRS-India”), functioned as a rental and sales office for TRS-RenTelco in India, which commenced its closure during 2017.

The functional currency for TRS-India is the Indian Rupee.

All assets and liabilities of TRS-India are translated into U.S.

dollars at period-end exchange rates and all income statement amounts are translated at the average exchange rate for each month within the year.

Currently, the Company does not use derivative instruments to hedge its economic exposure with respect to assets, liabilities and firm commitments as the foreign currency transactions and risks to date have not been significant.

15 unchanged sentences

NEW ACCOUNTING PRONOUNCEMENTS

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740), which will require Companies to disclose annually the specific categories in income tax rate reconciliations, provide additional information for reconciling items which meet a quantitative threshold, and disaggregate domestic and foreign income or loss from continuing operations.

Additionally, this ASU will also require the disclosure of income tax expense or benefit from continuing operations disaggregated by federal, state and foreign.

This ASU is effective for fiscal years beginning after December 15, 2024, and applied on a prospective basis.

The Company is in the process of evaluating the financial statement impact of this ASU.

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2025‑12, Codification Improvements , as part of its ongoing initiative to make incremental improvements to the Accounting Standards Codification.

The amendments address a broad range of Topics and include technical corrections, clarifications, and other minor improvements intended to enhance the usability and consistency of U.S.

The amendments are not expected to significantly affect current accounting practice or result in significant implementation costs for most entities.

The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements and does not expect the adoption of this ASU to have a material impact on its financial position, results of operations, or cash flows

In December 2025, the FASB issued ASU No.

2025‑11, Interim Reporting (Topic 270):

Narrow‑Scope Improvements , which clarifies and reorganizes the guidance in Topic 270 to improve navigability and consistency in interim reporting.

The amendments clarify which entities are subject to Topic 270, specify the form and content of interim financial statements and accompanying notes, and provide a comprehensive list of required interim disclosures.

The ASU also introduces a disclosure principle requiring entities to disclose events and changes since the end of the most recent annual reporting period that have a material impact on the entity.

The amendments are not intended to change the fundamental nature of interim reporting or significantly expand or reduce existing interim disclosure requirements, but rather to clarify existing guidance.

For public business entities, the amendments are effective for interim reporting periods within fiscal years beginning after December 15, 2027.

The Company is currently evaluating the impact of this ASU

on its interim financial statement disclosures.

The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This ASU modernizes and clarifies the accounting for internal-use-software development costs to better reflect current software development practices, including agile and iterative methodologies.

The amendments remove the existing development-stage model and establish a new principles-based capitalization framework.

Under the updated guidance, software development costs are capitalized only when both of the following conditions are met:

management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose (the "probable-to-complete" threshold).

This ASU also supersedes Subtopic 350-50 and consolidates all website development guidance into Subtopic 350-40.

This ASU is effective for fiscal years beginning after December 15, 2027, including subsequent interim periods.

The Company is currently in the process of evaluating the financial statement impact of this ASU.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

This ASU requires incremental disclosures about specific expense categories, including but not limited to, employee compensation, depreciation, intangible asset amortization, selling expenses and purchases of inventory.

This ASU is effective for fiscal years beginning after December 31, 2026, and interim reporting periods within annual reporting periods beginning after December 31, 2027.

Early adoption is permitted and may be applied either prospectively or retrospectively.

The Company is currently in the process of evaluating the financial statement impact of this ASU.

In October 2023, the FASB issued ASU No.

2023‑06, Disclosure Improvements , which incorporates certain disclosure and presentation requirements previously included in SEC Regulations S‑X and S‑K into the FASB Accounting Standards Codification.

The amendments are intended to clarify or improve disclosure requirements and enhance consistency between U.S.

GAAP and SEC reporting requirements.

The amendments affect a variety of Topics and primarily relate to disclosures, including, but not limited to, cash flow statement presentation, commitments, debt, equity, and other financial statement disclosures.

The amendments do not change recognition or measurement guidance.

The effective date of each amendment is contingent upon the removal of the related disclosure requirement from the applicable SEC regulations.

Early adoption is permitted once the amendments become effective.

The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

IMPLEMENTED ACCOUNTING PRONOUNCEMENTS

Effective December 15, 2024, the Company adopted ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280), which requires public companies to provide more transparency in both quarterly and annual reports about the expenses they incur from revenue generating reportable business segments.

In addition, the ASU requires that a public entity disclose significant segment expenses that are regularly provided to the chief operating decision maker, an amount for other segment items by reportable business segment, including a description of its composition, and the primary measures of a business segment's profit or loss in assessing segment performance.

The adoption of this new guidance resulted in changes to "Note 16.

Segment Reporting" to the consolidated financial statements, impacting the presentation and disclosure of the Company's four reportable business segments.

Effective January 1, 2024, the Company adopted ASU 2023-01, Leases (Topic 842):

Common Control Arrangements , which requires a lessee involved in a common control lease agreement to amortize leasehold improvements over the useful life of the improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset.

the lessor obtains the right to control the use of the underlying asset through a lease with another entity not within the same control group, the amortization period cannot exceed the period of the common control group.

Furthermore, the ASU requires the accounting for a transfer between entities under common control through an adjustment to equity when the lessee no longer controls the use of the underlying asset.

The adoption of this new guidance did not have a material impact on the Company's consolidated financial statements.

On February 1, 2023, the Company completed the acquisition of Vesta Housing Solutions Holdings, Inc.

(“Vesta Modular”), a portfolio company of Kinderhook Indus tries, for $ 437.2 million cash consideration on the closing date, which included certain adjustments, including net working capital and certain qualified capital expenditures.

In connection with the acquisition, the Company purchased a representation and warranty insurance policy to provide certain recourse in the event of breaches of representations and warranties of Vesta Modular and the seller of Vesta Modular under the stock purchase agreement.

Vesta Modular was a leading provider of temporary and permanent modular space solutions serving customers between its modular leasing and modular construction divisions.

The acquisition was accounted for as a purchase of a “business” in accordance with criteria in Accounting Standards Codification ("ASC") 805, Business Combinations , using the purchase method of accounting.

Under the purchase method of accounting, the total purchase price is assigned to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values on the closing date.

The excess of the purchase price over those fair values is recorded as goodwill.

The financial results of Vesta Modular were a part of the Mobile Modular segment since February 1, 2023, including $ 7.7 million of acquisition related transaction costs incurred during the current year as a result of the acquisition.

On March 1, 2023, the Company completed the acquisition of Jerald R.

Brekke, Inc., DBA Brekke Storage ("Brekke Storage"), for a total purchase price of $ 16.4 million.

Brekke Storage was a regional provider of portable storage solutions in the Colorado market.

The acquisition expanded the Portable Storage fleet by approximately 2,700 units and provided a new regional operation to serve the Colorado market.

The acquisition was accounted for as a purchase of a “business” in accordance with criteria in ASC 805 using the purchase method of accounting.

The financial results of Brekke Storage were a part of the Portable Storage segment since March 1, 2023, including $ 0.2 million of transaction costs.

On April 1, 2023, the Company completed the acquisition of Dixie Temporary Storage, LLC ("Dixie Storage"), for a purchase price of $ 4.9 million.

Dixie Storage was a regional provider of portable storage solutions in the South Carolina market and is highly complementary to the Company's Portable Storage business segment.

The acquisition expanded the Portable Storage fleet by approximately 800 units and provided a new regional operation to serve the South Carolina market.

The acquisition was accounted for as a purchase of a “business” in accordance with criteria in ASC 805 using the purchase method of accounting.

The financial results of Dixie Storage were a part of the Portable Storage segment since April 1, 2023, including $ 0.1 million of transaction costs.

On July 1, 2023, the Company completed the purchase of assets of Inland Leasing and Storage, LLC ("Inland Leasing"), for a purchase price of $ 3.8 million.

Inland Leasing was a regional provider of portable storage solutions in the Colorado market and is highly complementary to the Company's Portable Storage business segment.

The acquisition grew the Portable Storage fleet by approximately 600 units, which will further support the Colorado market.

The acquisition was accounted for as a purchase of "assets" in accordance with criteria in ASC 805 and the assessment of the fair value of the purchased assets was allocated primarily to rental equipment totaling $ 3.0 million and intangible assets totaling $ 0.7 million.

Supplemental pro forma information has not been provided as the historical financial results of Inland Leasing were not significant.

Incremental transaction costs associated with the asset purchase were not significant.

The following tables summarize the purchase price allocations reflecting estimated fair values of assets acquired and liabilities assumed in the Vesta Modular, Brekke Storage and Dixie Storage business acquisitions, with excess amounts allocated to goodwill.

The assets acquired and liabilities assumed were based upon their fair values on the closing date.

The valuation of intangible assets acquired is based on certain valuation assumptions including cash flow projections, discount rates, contributory asset charges and other valuation model inputs.

The valuation of tangible long-lived assets acquired is dependent upon various analyses including an analysis of the condition and estimated remaining economic lives of the assets acquired.

Vesta Modular:

(dollar amounts in thousands)

Rental equipment

Intangible assets:

Customer relationships

Accounts receivable

Property, plant and equipment

Prepaid expenses and other assets

Accounts payable and accrued liabilities

Deferred income

Deferred income taxes

Total purchase price

Brekke Storage:

(dollar amounts in thousands)

Rental equipment

Intangible assets:

Customer relationships

Property, plant and equipment

Deferred income

Total purchase price

Dixie Storage:

(dollar amounts in thousands)

Rental equipment

Intangible assets:

Customer relationships

Property, plant and equipment

Deferred income

Total purchase price

The value assigned to identifiable intangible assets was determined based on discounted estimated future cash flows associated with such assets to their present value.

The combined acquired goodwill of $ 216.8 million reflects the strategic fit of Vesta Modular, Brekke Storage and Dixie Storage with the Company’s modular and portable storage business operations.

The Company amortizes the acquired customer relationships over their expected useful lives of 11 years for Vesta Modular, 8 years for Brekke Storage and 9 years for Dixie Storage.

The expected useful life for the non-compete agreements is 5 years.

The trade name intangible acquired from the Vesta Modular acquisition was amortized over it's useful life of nine months .

Goodwill is expected to have an indefinite life and will be subject to future impairment testing.

The goodwill is deductible for tax purposes over 15 years.

The following table reports the actual results of the Company for the year ended December 31, 2024, and the unaudited pro forma financial information for the year ended December 31, 2023.

The pro forma financial information shows the combined results of continuing operations of the Company and Vesta Modular as if the acquisition occurred as of the beginning of the period presented.

The pro forma results include the effects of the amortization of the purchased intangible assets and depreciation expense of acquired rental equipment valuation step up, interest expense on the debt incurred to finance the acquisitions.

A pro forma adjustment has been made to reflect the income taxes that would have been recorded at the combined federal and state statutory rate of 26.5 % on the acquisitions’ combined net income.

The pro forma results for the year ended December 31, 2023, have been adjusted to include transaction related

This pro forma data is presented for informational purposes only and does not purport to be indicative of the results of the future operations or the results that would have occurred had the acquisitions taken place in the periods noted below:

Year Ended December 31,

(dollar amounts in thousands, except for per share amounts)

Pro-forma total revenues

Pro-forma net income

Pro-forma basic earnings per share

Pro-forma diluted earnings per share

Vesta Modular

Actual total revenues

Actual net income

Actual basic earnings per share

Actual diluted earnings per share

Effective December 15, 2025, the Company adopted ASU 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740), which requires Companies to disclose annually the specific categories in income tax rate reconciliations, provide additional information for reconciling items which meet a quantitative threshold, and disaggregate domestic and foreign income or loss from continuing operations.

Additionally, this ASU requires the disclosure of income tax expense or benefit from continuing operations disaggregated by federal, state and foreign if certain thresholds are met.

The adoption of this new guidance resulted in expanded income tax footnote disclosures found in "Note 9.

Income Taxes" to the Consolidated Financial Statements and did not have a material impact on the Company's Consolidated Financial Statements.

BUSINESS COMBINATIONS

During the year ended December 31, 2025, the Company completed the acquisition of a regional provider of temporary and permanent modular space solutions for $ 11.8 million and a regional provider of container solutions for $ 12.0 million.

The final purchase price allocation of the modular solutions provider was $ 6.3 million to the fair value of rental equipment acquired, intangible assets of $ 1.1 million and $ 4.3 million to goodwill.

The final purchase price allocation to the container solutions provider was $ 4.5 million to the fair value of rental equipment acquired, $ 1.0 million to property, plant and equipment, intangible assets of $ 1.7 million and $ 5.1 million to goodwill.

These acquisitions were accounted for as a purchase of a “business” in accordance with criteria in ASC 805, Business Combinations , using the purchase method of accounting.

Incremental transaction costs totaled $ 0.5 million for the year ended December 31, 2025.

DISCONTINUED OPERATIONS

1 unchanged sentence

("Ironclad"), a portfolio company of Kinderhook Industries, for a sale price of $ 268.0 million.

The total transaction costs incurred from the divestiture was $ 6.7 million and $ 2.1 million during the years ended December 31, 2023 and 2022, respectively.

The total transaction costs incurred from the divestiture was $ 6.7 million during the year ended December 31, 2023.

The divestiture of the Company's Adler Tanks business represents the Company's strategic shift to concentrate its operations on its core modular and storage businesses.

The sale price was subject to certain adjustments, including net working capital, certain qualified capital expenditures and certain transaction expenses to be borne by the Company.

The sale price was subject to certain adjustments, including net working capital, certain qualified capital expenditures and certain transaction expenses to

be borne by the Company.

In connection with the sale, the Company entered into a number of ancillary agreements, including an escrow agreement associated with net working capital adjustments, a restricted covenant agreement, a transition services agreement, and a number of leases whereby Ironclad or one of its affiliates would be a lessee to certain properties owned by the Company that the Adler Tanks business would continue to utilize after the sale.

1 unchanged sentence

In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations and ASC 360 , Property, Plant and Equipment, the Company determined that the criteria for the presentation of discontinued operations and held-for-sale, respectively, were met during the first quarter of 2023.

The following table presents the results of Adler Tanks as reported in income from discontinued operations within the Consolidated Statements of Income for the years ended December 31, 2023 and 2022:

The following table presents the results of Adler Tanks as reported in income from discontinued operations within the Consolidated Statements of Income for the year ended December 31, 2023:

(dollar amounts in thousands)

19 unchanged sentences

Income from discontinued operations

The following table presents the carrying value of the divested business' assets and liabilities as presented within assets and liabilities of discontinued operations on the Consolidated Balance Sheets as of December 31, 2022:

(in thousands)

Accounts receivable, net of allowance for credit losses of $ 450

Rental equipment, net

Property, plant and equipment, net

Prepaid expenses and other assets

Intangible assets, net

Total assets of discontinued operations

Accounts payable and accrued liabilities

Deferred income taxes, net

Total liabilities of discontinued operations

For the year ended December 31, 2023, significant operating and investing items related to Adler Tanks were as follows:

20 unchanged sentences

The Company recognizes short-term leases on a straight-line basis and does not record a related ROU asset or liability for such leases.

At December 31, 2024 and 2023 the Company’s ROU assets and operating lease liabilities were $ 12.6 m illi on and $ 14.8 million, respectively, which are recorded in Prepaid expenses and other assets and Accrued liabilities on the Company’s Consolidated Balance Sheets.

During the years ended December 31, 2024 and 2023, operating lease expense was $ 6.4 million and $ 6.7 million, respectively, wh ich included short term lease expense of $ 0.3 million and $ 0.1 million, respectively.

At December 31, 2025 and 2024 the Company’s ROU assets and operating lease liabilities were $ 12.9 million and $ 12.6 million, respectively, which are recorded in Prepaid expenses and other assets and Accrued liabilities on the Company’s Consolidated Balance Sheets.

During the years ended December 31, 2025 and 2024, operating lease expense was $ 6.6 million and $ 6.4 million, respectively, which included short term lease expense of $ 0.2 million and $ 0.3 million, respectively.

At December 31, 2025 and 2024, the weighted-average remaining lease term for operating leases was 3.4 years and the weighted average discount rate was 5.43 % and 5.37 %, respectively.

18 unchanged sentences

Initial lease terms vary in length based upon customer needs and generally range from one to sixty months .

Customers have the option to keep equipment on rent beyond the initial lease term on a month-to month basis based upon their needs.

Customers have the option to keep equipment on rent beyond the initial lease term on a

month-to month basis based upon their needs.

All of the Company’s rental products have long useful lives relative to the typical rental term with the original investment typically recovered in approximately three to five years .

22 unchanged sentences

The majority of the Company’s revenues are considered lease or lease related and are accounted for in accordance with Topic 842, Leases .

Revenues determined to be non-lease related are accounted for in accordance with ASU No.

2014-09, Revenue from Contracts with Customers (Topic 606).

Revenues determined to be non-lease related are accounted for in accordance with Topic 606.

The Company accounts for revenues when approval and commitment from both parties have been obtained, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

9 unchanged sentences

The contract liabilities included in Deferred income on the Company’s Consolidated Balance Sheets totaled $ 34.3 million and $ 42.1 million at December 31, 2025 and 2024, respectively.

Sales revenues totaling $ 35.4 million were recognized during the year ended December 31, 2024, which were included in the contract liability balance at December 31, 2023.

During the year ended December 31, 2025, the Company determined that return delivery revenues for Portable Storage and rent adjustments for TRS-RenTelco met the criteria for contract liability classification, as such the previously reported Deferred income for the year ended December 31, 2024, of $ 35.4 million has been adjusted accordingly.

Revenues totaling $ 40.6 million were recognized during the year ended December 31, 2025, which were included in the contract liability balance at December 31, 2024.

For certain modular building sales, the customer retains a small portion of the contract price until full completion of the contract, or revenue is recognizable prior to customer billing, which results in revenue earned in excess of billings.

1 unchanged sentence

The Company did not recognize any material contract asset impairments during the years ended December 31, 2025 and 2024.

The Company's uncompleted contracts with customers which meet the criteria for over-time revenue recognition have unsatisfied or partially satisfied performance obligations.

As of December 31, 2024, approximately $ 57.0 million of revenue is expected to be recognized for unsatisfied or partially satisfied obligations.

We expect to recognize revenue for approximately one half of these unsatisfied or partially satisfied performance obligations over the next 12 months, with the remaining balance recognized thereafter.

As of December 31, 2024, approximately $ 267.4 million of revenue was recognized for sales and non-lease services transferred at a point in time and approximately $ 51.7 million of revenue was recognized for sales and non-lease services transferred over time.

The Company has uncompleted contracts with customers that have unsatisfied or partially satisfied performance obligations.

These contracts are recognized over time and at a point in time.

The Company has elected the practical expedient within Topic 606 and does not disclose information related to remaining performance obligations for contracts recognized with an original expected duration of one year or less.

For the year ended December 31, 2025, $ 257.9 million of revenue was recognized for sales and non-lease services transferred at a point in time and $ 68.3 million of revenue was recognized for sales and non-lease services transferred over time.

The Company generally rents and sells to customers on 30 day payment terms.

6 unchanged sentences

Rental billings for periods extending beyond period end are recorded as deferred income and are recognized in the period earned.

Rental related services revenues are primarily associated with relocatable modular building and portable storage container leases.

For modular building leases, rental related services revenues for modifications, delivery, installation, dismantle and return delivery are lease related because the payments are considered minimum lease payments that are an integral part of the negotiated lease agreement with the customer.

These revenues are recognized on a straight-line basis over the term of the lease.

Certain leases are accounted for as

sales-type leases.

Certain leases are accounted for as sales-type leases.

For these leases, sales revenue and the related accounts receivable are recognized upon delivery and installation of the equipment and the unearned interest is recognized over the lease term on a basis which results in a constant rate of return on the unrecovered lease investment.

3 unchanged sentences

For portable storage container and electronic test equipment leases, rental related services revenues for delivery and return delivery are considered non-lease revenues.

For site related services revenues outside of the modular building such as grading, drainage, landscaping and paving are considered non-lease.

Sales revenues are typically recognized at a point in time, which occurs upon the completion of delivery, installation and acceptance of the equipment by the customer.

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Customer returns of rental equipment prior to the end of the rental contract term are typically billed a cancellation fee, which is recorded as rental revenue in the period billed.

Sales of new relocatable modular buildings, portable storage containers, electronic test equipment and related accessories and liquid and solid containment tanks and boxes not manufactured by the Company are typically covered by warranties provided by the manufacturer of the products sold.

Sales of new relocatable modular buildings, portable storage containers and electronic test equipment and related accessories not manufactured by the Company are typically covered by warranties provided by the manufacturer of the products sold.

The Company typically provides limited 90 -day warranties for certain sales of used rental equipment and one-year warranties on equipment manufactured by Enviroplex.

Although the Company’s

policy is to provide reserves for warranties when required for specific circumstances, the Company has not found it necessary to establish such reserves to date as warranty costs have not been significant.

Although the Company’s policy is to provide reserves for warranties when required for specific circumstances, the Company has not found it necessary to establish such reserves to date as warranty costs have not been significant.

The Company’s incremental cost of obtaining lease contracts, which consists of salesperson commissions, are deferred and amortized over the initial lease term for modular building leases.

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NOTES PAYABLE

Notes payable consists of the following:

Notes payable consisted of the following:

(in thousands)

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6.25 % Series F senior notes due in 2030

5.30 % Series G senior notes due in 2032

Unamortized debt issuance cost

As of December 31, 2024, the future minimum payments under the unsecured revolving lines of credit, 2.35 % Series E senior notes, 2.57 % Series D senior notes and 6.25 % Series F senior notes due in 2026 , 2028 and 2030 , respectively, are as follows:

Total notes payable

As of December 31, 2025, the future minimum payments under the unsecured revolving lines of credit, 2.35 % Series E senior notes, 2.57 % Series D senior notes, 6.25 % Series F senior notes and 5.30 % Series G senior notes due in 2026 , 2028 , 2030 , and 2032 respectively, are as follows:

(in thousands)

Year Ended December 31,

Total notes payable

Unsecured Revolving Lines of Credit

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

The Credit Facility permits the Company’s existing indebtedness to remain, which includes the Company’s $ 20.0 million Treasury Sweep Note due July 15, 2027 , the Company’s existing senior notes issued pursuant to the Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc., dated as of April 21, 2011 (as amended):

(i) the $ 60.0 million aggregate outstanding principal of notes issued November 5, 2015, which were repaid on November 5, 2022 , (ii) the $ 40.0 million aggregate outstanding principal of notes issued March 17, 2021 and due March 17, 2028 , and (iii) the $ 60.0 million aggregate outstanding principal of notes issued June 16, 2021 and due June 16, 2026 .

The Credit Facility permits the Company’s existing indebtedness to remain, which includes the Company’s $ 20.0 million Treasury Sweep Note due July 15, 2027 and the Company’s existing senior notes issued pursuant to the Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc., dated as of April 21, 2011 (as amended, the "Prior NPA") comprised of (i) the $ 40.0 million aggregate outstanding principal of notes issued March 17, 2021 and due March 17, 2028 , and (ii) the $ 60.0 million aggregate outstanding principal of notes issued June 16, 2021 and due June 16, 2026 .

The Prior NPA was amended and restated, and superseded in its entirety, by the Note Purchase Agreement (as defined and more fully described under the heading "Liquidity and Capital Resources - Note Purchase and Private Shelf Agreement" in the MD&A).

In addition, the Company may incur additional senior note indebtedness in an aggregate amount not to exceed $ 250.0 million.

The Credit Facility matures on July 15, 2027 and replaced the Company’s prior $ 420.0 million credit facility dated March 31, 2020 with Bank of America, N.A., as agent, as amended.

All obligations outstanding under the prior credit facility as of the date of the Credit Facility were refinanced by the Credit Facility on July 15, 2022.

All obligations outstanding under the prior credit facility as of the date of the Credit Facility were refinanced by the Credit Facility on April 23, 2022.

On August 19, 2022, the Company entered into an amended and restated Credit Facility Letter Agreement and a Credit Line Note in favor of MUFG Union Bank, N.A., which provides for a $ 20.0 million line of credit facility related to its cash management services (“Sweep Service Facility”).

The Sweep Service Facility matures on the earlier of July 15, 2027 , or the date the Company ceases to utilize MUFG Union Bank, N.A.

The Sweep Service Facility matures on the earlier of July 15, 2027 , or the date the Company ceases to

utilize MUFG Union Bank, N.A.

for its cash management services.

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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.

During the year ended December 31, 2025, the Company repaid the principal amount of the incremental term loan "A" facility in its entirety.

At December 31, 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 $ 265.0 million was outstanding and had the capacity to borrow up to an additional $ 385.0 million.

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Amounts borrowed under the Credit Facility bear interest at the Company’s option at either:

(i) SOFR plus a defined margin, or (ii) the Agent bank’s prime rate (“base rate”) plus a margin.

(i) Secured Overnight Financing Rate ("SOFR") plus a defined margin, or (ii) the Agent bank’s prime rate (“base rate”) plus a margin.

The applicable margin for each type of loan is measured based upon the Consolidated Leverage Ratio at the end of the prior fiscal quarter and ranges from 1.00 % to 1.75 % for SOFR loans and 0 % to 0.75 % for base rate loans.

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On June 8, 2023, the Company entered into a Second Amended and Restated Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement”) with PGIM, Inc.

(“PGIM”) and the holders of Series D and Series E Notes previously issued pursuant to the Prior Amended and Restated NPA, among the Company and the other parties to the Note Purchase Agreement.

(“PGIM”) and the holders of Series D and Series E Notes previously issued pursuant to the Prior NPA.

The Note Purchase Agreement amended and restated, and superseded in its entirety, the Prior NPA.

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.

The Company will sell the Shelf Notes directly to such purchasers.

The Company will sell the Shelf Notes directly

to such purchasers.

The full net proceeds of each Shelf Note will be used in the manner described in the applicable Request for Purchase with respect to such Shelf Note.

5.30% Senior Notes Due in 2032

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 Second Amended and Restated Note Purchase and Private Shelf Agreement, dated June 8, 2023 (the “Note Purchase Agreement”), among the Company, PGIM, Inc.

and the noteholders party thereto.

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 December 31, 2025, the principal balance outstanding under the Series G Senior Notes was $ 75.0 million.

6.25% Senior Notes Due in 2030

The Series F Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 6.25 % per annum and mature on September 27, 2030 .

4 unchanged sentences

2.57% Senior Notes Due in 2028

On March 17, 2021, the Company issued and sold to the purchasers $ 40.0 million aggregate principal amount of 2.57 % Series D Notes (the “Series D Senior Notes”) pursuant to the terms of the Amended and Restated Note Purchase and Private Shelf Agreement, dated March 31, 2020 (the “Note Purchase Agreement”), among the Company, PGIM, Inc.

and the noteholders party thereto.

The Series D Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 2.57 % per annum and mature on March 17, 2028 .

4 unchanged sentences

2.35% Senior Notes Due in 2026

On June 16, 2021, the Company issued and sold to the purchasers $ 60.0 million aggregate principal amount of 2.35 % Series E Notes (the "Series E Notes") pursuant to the terms of the Amended and Restated Note Purchase and Private Shelf Agreement, dated March 31, 2020 (the “Note Purchase Agreement”), among the Company, PGIM, Inc.

and the noteholders party thereto.

On June 16, 2021, the Company issued and sold to the purchasers $ 60.0 million aggregate principal amount of 2.35 % Series E Notes (the "Series E Notes") pursuant to the terms of the Prior NPA.

The Series E Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 2.35 % per annum and mature on June 16, 2026 .

3 unchanged sentences

At December 31, 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 and Series E 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):

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.

10 unchanged sentences

Year Ended December 31,

The reconciliation of the U.S.

federal statutory tax rate to the Company’s effective tax rate is as follows:

A reconciliation of the provision (benefit) for income taxes and the amount computed by applying the U.S.

federal statutory income tax rate to the income before provision for income taxes was as follows:

(in thousands)

Year Ended December 31,

federal statutory rate

State taxes, net of federal benefit

State deferred tax apportionment change, net of federal benefit

Non-deductible transaction costs

Non-deductible executive compensation

Share-based compensation

Enactment of the Tax Cuts and Jobs Act

Valuation allowance

State and local income taxes, net of federal income tax effect 1

Foreign tax effects

Nontaxable or nondeductible items

For states that, in the aggregate, accounted for over fifty percent of the effect of the state and local income taxes reported above were:

(i) for 2025, California, (ii) for 2024, California and Florida, (iii) for 2023, California and Texas.

Income taxes paid, net of refunds, exceeded five percent of total income taxes paid, net of refunds, in the following jurisdictions:

(in thousands)

The following table shows the deferred income taxes related to the temporary differences between the tax bases of assets and liabilities and the respective amounts included in “Deferred income taxes, net” on the Company’s Consolidated Balance Sheets:

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Deferred income taxes, net

The Company's tax loss carryforwards for the year ended December 31, 2024, were $ 33.7 million and $ 16.7 million for federal and state jurisdictions, respectively, which are expected to result in a future federal and state tax benefit of $ 7.1 million and $ 0.3 million, respectively.

The Company's tax loss carryforwards for the year ended December 31, 2025, were $ 2.4 million for state jurisdictions which are expected to result in a future state tax benefit of $ 0.1 million.

The availability of these tax losses to offset future income varies by jurisdiction.

Furthermore, the ability to utilize the tax losses may be subject to additional limitations.

The Company’s federal net operating loss carryforwards have an indefinite carryforward period.

The Company’s state net operating loss carryforwards have differing carryforward periods.

The Company anticipates that the available net operating losses as of December 31, 2025, will be utilized prior to their respective expiration dates.

In December 2016, the Company decided to exit the Bangalore, India branch operations of its TRS-RenTelco electronics division.

The wind down of operations in India began in 2017.

As a result, a valuation allowance was recorded against the deferred tax assets that resulted primarily from accumulated net operating loss carry forwards in India that management estimated the benefit of which will not be realized.

As of December 31, 2024, the Company’s foreign net operating losses for tax purposes were $ 0.6 million.

These loss carry forwards have expired at the end of 2024 and the associated deferred tax assets and valuation allowance have been removed.

For income tax purposes, deductible compensation related to share-based awards is based on the value of the award when realized, which may be different than the compensation expense recognized by the company for financial statement purposes which is based on the award value on the date of grant.

48 unchanged sentences

Additionally, 670,546 shares remained available for issuance under the stock plans.

A summary of the Company’s option activity and related information for the three years ended December 31, 2024 is as follows:

As of December 31, 2024, all stock options granted in previous years were either exercised, cancelled, forfeited or expired.

A summary of the Company’s option activity and related information for the years ended December 31, 2024 and 2023 was as follows:

(in millions)

8 unchanged sentences

Balance at December 31, 2024

Options granted

Options exercised

Options cancelled/forfeited/expired

Balance at December 31, 2024

Exercisable at December 31, 2024

1 unchanged sentence

The intrinsic value of stock options at any point in time is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock.

The aggregate intrinsic value of options exercised and sold under the Company’s stock option plans was less than $ 0.1 million, $ 9.4 million and $ 7.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, determined as of the date of option exercise.

The aggregate intrinsic value of options exercised and sold under the Company’s stock option plans was less than $ 0.1 million and $ 9.4 million for the years ended December 31, 2024 and 2023, respectively, determined as of the date of option exercise.

As of December 31, 2025, there was no unrecognized compensation cost related to unvested share-based compensation option arrangements granted under the Company’s stock plans.

9 unchanged sentences

For the year ended December 31, 2025 dividends deducted by the Company were $ 0.5 million, which resulted in a tax benefit of approximately $ 0.1 million in 2025.

At December 31, 2024, the KSOP held 233,270 shares, or 1 % of the Company’s total common shares outstanding.

At December 31, 2025, the KSOP held 231,507 shares, o r 1 % of the Company’s total common shares outstanding.

These shares are included in basic and diluted earnings per share calculations.

1 unchanged sentence

In September 2024, the Company's Board of Directors increased the capacity under the share repurchase program by authorizing the Company to repurchase up to 2,000,000 shares of the Company's outstanding common stock (the "Repurchase Plan"), an increase from the 1,309,805 remaining shares authorized for repurchase under the Repurchase Plan established in August 2015.

"Repurchase Plan"), an increase from the 1,309,805 remaining shares authorized for repurchase under the Repurchase Plan established in August 2015.

The amount and time of the specific repurchases are subject to prevailing market conditions, applicable legal requirements and other factors, including management’s discretion.

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In most cases, management expects that in the normal course of business, facility leases will be renewed or replaced by other leases.

Minimum payments under these leases, exclusive of property taxes and insurance, are as follows:

Minimum payments under these leases, exclusive of property taxes and insurance, was as follows:

(in thousands)

9 unchanged sentences

In the opinion of management, there was not at least a reasonable possibility that the ultimate amount of liability not covered by insurance, if any, under any pending litigation and claims, individually or in the aggregate, will have a material adverse effect on the financial position or operating results of the Company.

The Company’s health plans are self-funded high deductible plans with annual stop-loss insurance of $ 225,000 per claim.

Beginning in 2019, the Company’s workers compensation insurance is underwritten by an insurance company with no stop-loss value and $ 350,000 for prior claim years.

Insurance providers are responsible for making claim payments that exceed these amounts on an individual claim basis.

In addition, the Company has stop loss insurance that pays for claim payments made during a twelve month coverage period that exceeds certain specified thresholds in the aggregate.

The Company records an expense when health and workers compensation claim payments are made and accrues for the portion of claims incurred, but not yet paid at period end.

The Company’s health plans are self-funded high deductible plans with annual stop-loss insurance for protection against payments that exceed thresholds on a per claim basis and in the aggregate.

The Company records an expense when claim payments are made and accrues for the portion of claims incurred, but not yet paid at period end.

The Company makes these accruals based upon a combination of historical claim payments, loss development experience and actuarial estimates.

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All of these factors have the potential to impact the amounts previously accrued and the Company may be required to increase or decrease the amounts previously accrued.

At December 31, 2024 and 2023, accruals for the Company’s health and workers’ compensation high deductible plans were $ 1.7 million and $ 1.6 million, respectively.

At December 31, 2025 and 2024, accruals for the Company’s self-funded high deductible health plans were $ 1.9 million and $ 1.7 million, respectively.

The following table presents the carrying value of inventories:

2 unchanged sentences

Work-in-process

Total inventories

GOODWILL AND INTANGIBLE ASSETS

There were no changes in the carrying amount of goodwill during 2024.

There were no changes in the carrying amount of goodwill during the year ended December 31, 2024.

Changes in the carrying amount of goodwill during 2025 were as follows:

1 unchanged sentence

Mobile Modular

Adler Tanks (Discontinued)

Portable Storage

Balance at December 31, 2024

Goodwill acquired through business combination

Derecognition of goodwill divested

Goodwill acquired through business combinations

Balance at December 31, 2025

Intangible assets from continuing operations consist of the following:

Intangible assets from continuing operations consisted of the following:

(dollar amounts in thousands)

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Trade name - non-amortizing

The Company also assesses potential impairment of its goodwill and intangible assets with indefinite lives on an annual basis regardless of whether there is evidence of impairment.

If indicators of impairment were to be present in intangible assets used in operations and future discounted cash flows were not expected to be sufficient to recover the asset’s carrying amount, an impairment loss would be charged to expense in the period identified.

The amount of an impairment loss that would be recognized is the excess of the asset’s carrying value over its fair value.

Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results.

The Company last conducted a qualitative analysis of its goodwill and intangible assets in the fourth quarter 2024, with no indicators of impairment.

In addition, no impairment triggering events occurred during the year ended December 31, 2024.

Determining fair value of a reporting unit is judgmental and involves the use of significant estimates and assumptions.

Company bases its fair value estimates on assumptions that it believes are reasonable but are uncertain and subject to changes in market conditions.

Intangible assets with finite useful lives are amortized over their respective useful lives.

Amortization expense in the years ended December 31, 2025, 2024 and 2023 was $ 10.5 million, $ 10.3 million and $ 10.7 million, respectively.

Based on the carrying values at December 31, 2024 and assuming no subsequent impairment of the underlying assets, the annual amortization is expected to be $ 10.2 million in 2025, $ 9.8 million in 2026, $ 9.6 million in 2027, $ 8.2 million in 2028 and $ 4.7 million in 2029.

For information on intangible assets from discontinued operations refer to Note 5.

Based on the carrying values at December 31, 2025 and assuming no subsequent impairment of the underlying assets, the annual amortization is expected to be $ 10.2 million in 2026, $ 10.0 million in 2027, $ 8.6 million in 2028, $ 5.1 million in 2029, $ 3.3 million in 2030 and $ 9.2 million for the years thereafter.

RELATED PARTY TRANSACTIONS

1 unchanged sentence

SEGMENT REPORTING

During the quarter ended December 31, 2023, the Company determined that its Portable Storage business segment met the criteria for separate recognition as defined in the Accounting Standards Codification ("ASC") Topic 280, Segment Reporting .

The guidance under this topic requires a public business entity to evaluate both quantitative and qualitative thresholds to determine the significance of a business segment and whether the separate reporting of a business segment enhances the users' understanding of the reporting entity's performance, future net cash flows and judgments.

The Company evaluated the guidance within Topic 280 and made its determination to separately report the Portable Storage segment primarily due to the Company's continued growth in container fleet purchases and related increased revenues and improved profitability performance when compared to previously reported periods.

In addition to this determination, the Company also divested its Adler Tanks business segment during the year ended December 31, 2023.

Additional information regarding the divestiture of Adler Tanks can be found in Note 5 to the Consolidated Financial Statements.

FASB guidelines establish annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers.

In accordance with these guidelines, the Company’s four reportable segments are Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex.

The Company's Chief Operating Decision Maker ("CODM") Joe Hanna, Chief Executive Officer, and management focus on several key measures to evaluate and assess each segment’s performance including rental, rental related services and sales revenue growth, segment profit, and income before provision for income taxes.

In addition to the evaluation of the aforementioned key measures of each reportable segment, the CODM and management evaluate supplemental information by reportable segment such as rental equipment acquisitions, fleet utilization, and average utilization to further assess segment performance and the future allocation of Company resources.

The Company's Chief Operating Decision Maker ("CODM") Joe Hanna, Chief Executive Officer , and senior management focus on several key measures to evaluate and assess each segment’s performance, including rental, rental related services and sales revenue growth, gross profit, income from operations and income before provision for income taxes.

In addition to the evaluation of the aforementioned key measures of each reportable segment, the CODM and senior management evaluate supplemental information by reportable segment, such as rental equipment acquisitions, fleet utilization, and average utilization, to further assess segment performance and the future allocation of Company resources.

The CODM is the primary individual in control of resource allocation, and the allocation determinations are made in consultation with the Company’s senior management team, of which the CODM is a member.

The most significant allocation determinations made by the CODM pertain to purchases of rental equipment and employee headcount.

These determinations are generally made as part of the annual budgeting process, with regular reviews occurring throughout the year that can result in allocation changes depending upon performance against budget.

On a monthly basis, the CODM considers period end and average rental equipment utilization and budget-to-actual variances to gross profit, income from operations, income before provision for income taxes and net income when making decisions about allocating capital and employee resources to the segments.

Excluding interest expense, allocations of revenue and expense not directly associated with one of these segments are generally allocated to Mobile Modular, Portable Storage and TRS-RenTelco, based on their pro-rata share of direct revenues.

20 unchanged sentences

Total expenses

Other income, net

Segment profit

Income from operations

Interest expense (income) allocation

Foreign currency exchange loss

Foreign currency exchange gain

Income before provision for income taxes

Reconciliation of Segment Profit (Loss)

Total segment gross profit

Segment operating expenses, net

Other income, net

Interest expense allocation

Foreign currency exchange loss

Gain on merger termination from WillScot Mobile Mini (Note 1)

WillScot Mobile Mini transaction costs

Income (loss) before provision for income taxes

Provision for income taxes

Income from continuing operations

Other Selected Information

24 unchanged sentences

Other income, net

Segment profit (loss)

Income from operations

Interest expense (income) allocation

Foreign currency exchange (gain) loss

Foreign currency exchange loss

Income before provision for income taxes

Provision for income taxes

Income from continuing operations

Reconciliation of Segment Profit

Total segment gross profit

Segment operating expenses, net

Other income, net

Interest expense allocation

Foreign currency exchange loss

Gain on merger termination from WillScot Mobile Mini (Note 1)

WillScot Mobile Mini transaction costs

Income before provision for income taxes

Provision for income taxes

Income from continuing operations

Other Selected Information

23 unchanged sentences

Total expenses

Segment profit (loss)

Other income, net

Income (loss) from operations

Interest expense (income) allocation

Foreign currency exchange loss

Foreign currency exchange gain

Income before provision for income taxes

Provision (benefit) for income taxes

Income from continuing operations

Reconciliation of Segment Profit

Total segment gross profit

Segment operating expenses, net

Other income, net

Interest expense allocation

Foreign currency exchange gain

Income from continuing operations before provision for income taxes

Provision for income taxes

Income from continuing operations

Other Selected Information

6 unchanged sentences

Gross Enviroplex sales revenues were $ 57,400 , $ 45,832 and $ 22,615 in 2025, 2024 and 2023, respectively.

There were $ 2 , $ 2,423 and $ 992 inter-segment sales to Mobile Modular in 2024, 2023 and 2022, respectively, which have been eliminated in consolidation.

There were no inter-segment sales to Mobile Modular in 2025.

Inter-segment sales to Mobile Modular in 2024 and 2023 were $ 2 and $ 2,423 , respectively, which have been eliminated in consolidation.

Utilization is calculated each month by dividing the cost of rental equipment on rent by the total cost of rental equipment excluding new equipment inventory and accessory equipment.

3 unchanged sentences

These allocated indirect corporate costs primarily include wages and benefits, depreciation of corporate capital assets, information technology, legal, accounting and other administrative expenses.

Other segment items for each reportable segment is primarily comprised of business acquisition and divestiture related transaction costs and credit losses.

Other segment items for each reportable segment is primarily comprised of credit losses.

No single customer accounted for more than 10% of total revenues during 2025, 2024 and 2023.

Revenue from foreign country customers accounted for 2 %, 2 % and 3 % of the Company’s total revenues for years 2025, 2024, and 2023, respectively.

Mobile Modular purchased 18 % of its modular units from one manufacturer during 2024 and 30 % in both 2023 and 2022.

There were no vendor or supplier concentrations for Portable Storage, TRS-RenTelco and Enviroplex during years 2024, 2023 and 2022.

Mobile Modular purchased 27 %, 18 % and 30 % of its modular units from one manufacturer during 2025, 2024 and 2023, respectively.

TRS-RenTelco purchased 34 %, 35 % and 41 % of its electronic test equipment from one manufacturer during 2025, 2024, and 2023, respectively.

There were no vendor or supplier concentrations for Portable Storage and Enviroplex during years 2025, 2024 and 2023.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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-K

Item 8. Financial Statements and Supplementary Data