What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-29 compared with 2025-10-23 · 118 added, 166 removed, 297 unchanged (49% of the section changed)

4 unchanged sentences

Results of review of interim financial statements

We have reviewed the accompanying condensed consolidated balance sheet of McGrath RentCorp (a California corporation) and subsidiaries (the “Company”) and the related condensed consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows as of September 30, 2025 and for the three-month and nine-month periods ended September 30, 2025 and 2024, and the related notes (collectively referred to as the “interim financial statements”).

We have reviewed the accompanying condensed consolidated balance sheet of McGrath RentCorp (a California corporation) and subsidiaries (the “Company”) and the related condensed consolidated statements of income, shareholders’ equity, and cash flows as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025, and the related notes (collectively referred to as the “interim financial statements”).

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

12 unchanged sentences

San Francisco, California

October 23, 2025

April 29, 2026

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands, except per share amounts)

10 unchanged sentences

Selling and administrative expenses

Other income, net

Income from operations

1 unchanged sentence

Foreign currency exchange loss (gain)

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

WillScot Mobile Mini transaction costs (Note 1)

Income before provision for income taxes

Provision for income taxes

Provision for income taxes from continuing operations

Earnings per share:

3 unchanged sentences

McGrath RentCorp

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

Other comprehensive income:

Foreign currency translation adjustment, net of tax impact

Comprehensive income

The accompanying notes are an integral part of these condensed consolidated financial statements.

McGrath RentCorp

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

(in thousands)

Accounts receivable, net of allowance for credit losses of $ 2,866 at September 30, 2025 and at December 31, 2024

Accounts receivable, net of allowance for credit losses of $ 2,700 at March 31, 2026 and $ 2,866 at December 31, 2025

Rental equipment, at cost:

16 unchanged sentences

Common stock, no par value - Authorized 40,000 shares

Issued and outstanding - 24,612 shares as of September 30, 2025 and 24,551 shares as of December 31, 2024

Issued and outstanding - 24,557 shares as of March 31, 2026 and 24,612 shares as of December 31, 2025

Retained earnings

4 unchanged sentences

CONDENSED Consolidated Statements OF SHAREHOLDERS’ EQUITY

Comprehensive

Shareholders’

(in thousands, except per share amounts)

Income (Loss)

Balance at December 31, 2025

2 unchanged sentences

withheld for employee taxes

Common stock repurchased

Taxes paid related to net share settlement of stock awards

2 unchanged sentences

Balance at March 31, 2026

Share-based compensation

Common stock issued under stock plans, net of shares

withheld for employee taxes

Taxes paid related to net share settlement of stock awards

Dividends accrued of $ 0.485 per share

Other comprehensive income

Balance at June 30, 2025

Share-based compensation

Common stock issued under stock plans, net of shares

withheld for employee taxes

Taxes paid related to net share settlement of stock awards

Dividends accrued of $ 0.485 per share

Other comprehensive income

Balance at September 30, 2025

The accompanying notes are an integral part of these condensed consolidated financial statements.

Comprehensive

Shareholders’

(in thousands, except per share amounts)

Income (Loss)

Balance at December 31, 2024

6 unchanged sentences

Balance at March 31, 2025

Share-based compensation

Common stock issued under stock plans, net of shares

withheld for employee taxes

Dividends accrued of $ 0.475 per share

Other comprehensive income

Balance at June 30, 2024

Share-based compensation

Common stock issued under stock plans, net of shares

withheld for employee taxes

Dividends accrued of $ 0.475 per share

Other comprehensive loss

Balance at September 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

6 unchanged sentences

Share-based compensation

Gain on sale of property, plant and equipment

Gain on sale of used rental equipment

Foreign currency exchange gain

Foreign currency exchange loss (gain)

Amortization of debt issuance costs

8 unchanged sentences

Purchases of property, plant and equipment

Cash paid for acquisition of businesses

Proceeds from sales of used rental equipment

Proceeds from sales of property, plant and equipment

Net cash used in investing activities

Cash Flows from Financing Activities:

Net payments under bank lines of credit

Principal payment of term note agreement

Borrowings under Series G senior notes

Net borrowings (payments) under bank lines of credit

Repurchase of common stock

Taxes paid related to net share settlement of stock awards

Payment of dividends

Net cash used in financing activities

Net cash provided by (used in) financing activities

Net increase in cash

2 unchanged sentences

Supplemental Disclosure of Cash Flow Information:

Gain on merger termination, net of transaction costs, presented under net cash provided by operating activities

Interest paid, during the period

Net income taxes paid (refunded), during the period

Net income taxes paid, during the period

Dividends accrued during the period, not yet paid

Rental equipment acquisitions, not yet paid

Business acquisition payments withheld

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

March 31, 2026

CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The condensed consolidated financial statements for the nine months ended September 30, 2025 and 2024 have not been audited, but in the opinion of management, all adjustments (consisting of normal recurring accruals, consolidating and eliminating entries) necessary for the fair presentation of the consolidated financial position, results of operations and cash flows of McGrath RentCorp (the “Company”) have been made.

The condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 have not been audited, but in the opinion of management, all adjustments (consisting of normal recurring accruals, consolidating and eliminating entries) necessary for the fair presentation of the consolidated financial position, results of operations and cash flows of McGrath RentCorp (the “Company”) have been made.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations.

The consolidated results for the three and nine months ended September 30, 2025, should not be considered as necessarily indicative of the consolidated results for the entire fiscal year.

The consolidated results for the three months ended March 31, 2026, should not be considered as necessarily indicative of the consolidated results for the entire fiscal year.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K, filed with the SEC on February 25, 2026 for the year ended December 31, 2025 (the “2025 Annual Report”).

Mutual decision to terminate Merger Agreement with WillScot Mobile Mini Holdings Corp.

As previously disclosed, on January 28, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with WillScot Mobile Mini Holdings Corp., a Delaware corporation ("WillScot Mobile Mini”), Brunello Merger Sub I, Inc., a California corporation and a direct wholly owned subsidiary of WillScot Mobile Mini, and Brunello Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of WillScot Mobile Mini.

On September 17, 2024, the Company and WillScot Mobile Mini mutually agreed to terminate the Merger Agreement, effective upon WillScot Mobile Mini's cash payment of $ 180.0 million to the Company, which was received on September 20, 2024.

Transaction costs attributed to the Merger Agreement are reported in the Company's Corporate segment.

Expenses recognized as a result of the terminated merger totaled $ 61.2 million and $ 63.2 million for the nine and twelve month periods ended September 30, 2024 and December 31, 2024, respectively.

The termination payment received of $ 180.0 million, net of transaction costs, resulted in net proceeds received of $ 116.8 million during the year ended December 31, 2024.

The Company determined that the transaction costs incurred on the terminated merger were significant and required separate presentation on the Company's consolidated statements of income for the year ended December 31, 2024.

Due to this determination, the Company has excluded such transaction costs from Selling and administrative expenses and reported them separately on the consolidated statements of income as non-operating expenses.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2023, the 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 July 2025, the FASB issued ASU 2025‑05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This ASU amends ASC 326‑20 to provide a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

The amendments permit entities to assume that current economic conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses, thereby eliminating the requirement to develop reasonable and supportable forecasts for such assets .

The guidance is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual periods, with early adoption permitted.

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):

3 unchanged sentences

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

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

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.

BUSINESS COMBINATIONS

During the quarter ended June 30, 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, subject to holdback payments of $ 1.2 million and $ 0.6 million, respectively.

The preliminary 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 preliminary purchase price allocation to the container solutions provider was $ 4.7 million to the fair value of rental equipment acquired, $ 1.0 million to property, plant and equipment, intangible assets of $ 1.7 million and $ 4.9 million to goodwill.

These acquisitions were

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.

Incremental transaction costs totaled $ 0.3 million for the nine months ended September 30, 2025.

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.

REVENUE RECOGNITION

The Company’s accounting for revenues is governed by two accounting standards.

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

Revenues determined to be non-lease related are accounted for in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606).

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 Topic 606, Revenue from Contracts with Customers .

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.

7 unchanged sentences

Billings can occur subsequent to revenue recognition, resulting in contract assets, or in advance, resulting in contract liabilities.

These contract assets and liabilities are reported on the condensed consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.

The contract liabilities included in Deferred income on the Company’s condensed consolidated balance sheets totaled $ 48.9 million and $ 35.4 million at September 30, 2025 and December 31, 2024, respectively.

Sales revenues totaling $ 5.8 million and $ 34.5 million were recognized during the three and nine months ended September 30, 2025, respectively, which were included in the contract liability balance at December 31, 2024.

These contract assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.

The contract liabilities included in Deferred income on the Company’s Consolidated Balance Sheets totaled $ 43.2 million and $ 34.3 million at March 31, 2026 and December 31, 2025, respectively.

Sales revenues totaling $ 10.5 million were recognized during the three months ended March 31, 2026, which were included in the contract liability balance at December 31, 2025.

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.

These unbilled contract assets are included in Accounts receivable on the Company’s condensed consolidated balance sheets and totaled $ 9.9 million and $ 13.0 million at September 30, 2025 and December 31, 2024, respectively.

The Company did not recognize any material contract asset impairments during the periods ended September 30, 2025 and December 31, 2024, respectively.

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 September 30, 2025, approximately $ 38.3 million of revenue is expected to be recognized for unsatisfied or partially satisfied obligations.

The Company expects to recognize revenue for approximately one half of these unsatisfied or partially satisfied performance obligations over the next twelve months, with the remaining balance recognized thereafter.

For the three and nine months ended September 30, 2025, approximately $ 79.5 million and $ 184.3 million of revenue was recognized for sales and non-lease services transferred at a point in time, respectively, and approximately $ 18.1 million and $ 42.2 million of revenue was recognized for sales and non-lease services transferred over time, respectively.

These unbilled contract assets are included in Accounts receivable on the Company’s Consolidated Balance Sheets and totaled $ 9.8 million and $ 10.9 million at March 31, 2026 and December 31, 2025, respectively.

The Company did not recognize any material contract asset impairments during the periods ended March 31, 2026 and December 31, 2025, respectively.

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 three months ended March 31, 2026, $ 32.1 million of revenue was recognized for sales and non-lease services transferred at a point in time and $ 12.0 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.

10 unchanged sentences

Certain leases are accounted for as finance 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.

As of the nine months ended September 30, 2025, the Company’s future minimum lease payments to be received under non-cancelable finance leases were $ 6.2 million.

Of the total investment in sales-type leases, future minimum lease payments are expected to be $ 1.1 million for the remainder of the current year, $ 2.2 million in 2026, $ 1.0 million in 2027, $ 1.1 million in 2028 and $ 0.8 million in 2029.

The Company’s assessment of current expected losses on these receivables was not material and therefore no credit loss expense was provided as of the nine months ended September 30, 2025.

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.

As of the three months ended March 31, 2026, the Company’s future minimum lease payments to be received under non-cancelable finance leases were $ 5.7 million.

Of the total investment in sales-type leases, future minimum lease payments are expected to be $ 2.6 million for the remainder of 2026, $ 1.1 million in 2027, $ 1.1 million in 2028, $ 0.9 million in 2029 and $ 0.1 million in 2030.

The Company’s assessment of current expected losses on these receivables was immaterial and therefore no credit loss expense was provided as of the three months ended March 31, 2026.

Other revenues include interest income on finance leases and rental income on facility leases.

In the three and nine months ended September 30, 2025, the Company’s lease revenues were $ 158.9 million and $ 461.0 million, respectively, consisting of $ 158.1 million and $ 457.9 million of operating lease revenues, respectively, and $ 0.8 million and $ 3.1 million of finance lease revenues, respectively.

In the three months ended March 31, 2026, the Company’s lease revenues were $ 154.4 million, consisting of $ 153.7 million of operating lease revenues and $ 0.7 million of finance lease revenues.

The Company has entered into finance leases to finance certain equipment sales to customers.

1 unchanged sentence

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 straight-line basis, which results in a constant rate of return on the unrecovered lease investment.

The Company’s finance lease revenues for the three and nine months ended September 30, 2025, include $ 0.6 million and $ 2.4 million of sales revenues, respectively, and $ 0.2 millio n and $ 0.7 m illion of interest income, respectively.

The Company’s finance lease revenues for the three months ended March 31, 2026, include $ 0.1 million of sales revenues and $ 0.2 million of interest income.

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

Non-Lease Revenues

1 unchanged sentence

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

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.

2 unchanged sentences

Sales taxes charged to customers are reported on a net basis and are excluded from revenues and expenses.

The following table disaggregates the Company’s revenues by lease (within the scope of Topic 842) and non-lease revenues (within the scope of Topic 606) and the underlying service provided for the three and nine months ended September 30, 2025 and 2024:

(in thousands)

Portable Storage

Three Months Ended September 30,

Rental related services

Total non-lease

Total revenues

Rental related services

Total non-lease

Total revenues

Nine Months Ended September 30,

Three Months Ended March 31,

Rental related services

8 unchanged sentences

Although the Company’s policy is to provide reserves for warranties when required for specific circumstances, warranty costs have not been significant to date.

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 and portable storage leases.

Incremental costs for obtaining a contract for TRS-RenTelco are expensed in the period incurred because the lease term is typically less than 12 months.

Other Income, net

Other income, net consists of the net gain on sales of property, plant and equipment.

These sales are generally recognized at a point in time, with contractually defined performance obligations that are typically transferred upon the closing date of the sale.

types of sales are infrequent in occurrence and reported on the condensed consolidated statements of income within the scope of ASC 610, Other Income .

Proceeds to be received from the sale of property, plant and equipment are included in Accounts receivable on the Company's condensed consolidated balance sheets.

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 leases.

Incremental costs for obtaining a contract for all other operating segments are expensed in the period incurred because the lease term is typically less than 12 months.

EARNINGS PER SHARE

3 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands)

4 unchanged sentences

calculating diluted earnings per share

There were 57,157 anti-dilutive securities excluded from the computation of diluted earnings per share for the nine months ended September 30, 2025.

There were no anti-dilutive securities excluded from the computation of diluted earnings per share for the nine months ended September 30, 2024.

There were 153,995 and 86,219 anti-dilutive securities excluded from the computation of diluted earnings per share for the three months ended March 31, 2026, and 2025, respectively.

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").

3 unchanged sentences

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.

There were no shares repurchased during the nine months ended September 30, 2025 and 2024.

As of September 30, 2025, 2,000,000 shares remained authorized for repurchase under the Repurchase Plan.

Inventories consist of raw materials, supplies and work-in-process.

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

The costs include expenditures incurred in acquiring the inventories, manufacturing, production costs, and other costs incurred in bringing them to their existing location and condition.

The following table presents share repurchase activities during the three months ended March 31, 2026 and 2025.

As of March 31, 2026, 1,886,409 shares remained authorized for repurchase under the Repurchase Plan.

Three Months Ended

(in thousands, except share and per share amounts)

Number of shares repurchased

Aggregate purchase price (1)

Average price per repurchased share

A one percent excise tax is imposed on "net repurchases" (certain purchases minus certain issuances) of common stock.

The aggregate repurchase price and average price per repurchased share excludes excise tax, which totaled $ 0.1 million for the three months ended March 31, 2026.

The following table presents the carrying value of inventories:

(dollar amounts in thousands)

September 30,

Raw materials

Work-in-process

Total inventories

GOODWILL AND INTANGIBLE ASSETS

4 unchanged sentences

Net book value

September 30, 2025

March 31, 2026

Customer relationships

13 unchanged sentences

The Company last conducted a qualitative analysis of its goodwill and intangible assets in the fourth quarter 2025, with no indicators of impairment.

In addition, no impairment triggering events occurred during the nine months ended September 30, 2025, and there were no changes to the carrying value of goodwill during this period.

In addition, no impairment triggering events occurred during the three months ended March 31, 2026, and there were no changes to the carrying value of goodwill during this period.

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

1 unchanged sentence

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

Amortization expense in the nine months ended September 30, 2025 and 2024, was $ 7.8 million and $ 7.7 million, respectively.

Based on the carrying values at September 30, 2025 and assuming no subsequent impairment of the underlying assets, the amortization expense is expected to be $ 2.7 million for the remainder of fiscal year 2025, $ 10.2 million in 2026, $ 10.0 million in 2027, $ 8.6 million in 2028, $ 5.1 million in 2029 and $ 3.3 million in 2030.

Amortization expense incurred during the three months ended March 31, 2026 and 2025, was $ 2.6 million in both periods.

Based on the carrying values at March 31, 2026, and assuming no subsequent impairment of the underlying assets, the amortization expense is expected to be $ 7.5 million for the remainder of fiscal year 2026, $ 10.0 million in 2027, $ 8.6 million in 2028, $ 5.1 million in 2029, $ 3.3 million in 2030 and $ 3.1 million in 2031.

SEGMENT REPORTING

1 unchanged sentence

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 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.

The Company's Chief Operating Decision Maker ("CODM") Phil Hawkins, 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.

6 unchanged sentences

The Company does not report total assets by business segment.

Summarized financial information for the nine months ended September 30, 2025 and 2024, for the Company’s reportable segments is shown in the following tables:

Summarized financial information for the three months ended March 31, 2026 and 2025, for the Company’s reportable segments is shown in the following tables:

(dollar amounts in thousands)

Portable Storage

Nine Months Ended September 30,

Three Months Ended March 31,

Rental revenues

13 unchanged sentences

Total expenses

Income from operations

Income (loss) from operations

Interest expense (income) allocation

Foreign currency exchange gain

Income before provision for income taxes

Provision for income taxes

Reconciliation of Segment Profit

Total segment gross profit

Segment operating expenses, net

Interest expense allocation

Foreign currency exchange gain

Income before provision for income taxes

Provision for income taxes

Foreign currency exchange loss

Income (loss) before provision for income taxes

Provision (benefit) for income taxes

Net income (loss)

Other Selected Information

7 unchanged sentences

Portable Storage

Nine Months Ended September 30,

Three Months Ended March 31,

Rental revenues

13 unchanged sentences

Total expenses

Other income, net

Income from operations

3 unchanged sentences

Provision for income taxes

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 6

WillScot Mobile Mini transaction costs 6

Income before provision for income taxes

Provision for income taxes

Other Selected Information

4 unchanged sentences

Utilization (period end) 2

Average utilization 2

Gross Enviroplex sales revenues were $ 40,762 and $ 30,593 for the nine months ended September 30, 2025 and 2024, respectively.

There were no inter-segment sales to Mobile Modular in the nine months ended September 30, 2025 and $ 2 of inter-segment sales to Mobile Modular in the nine months ended September 30, 2024, which required elimination in consolidation.

Gross Enviroplex sales revenues were $ 3,504 and $ 7,213 for the three months ended March 31, 2026 and 2025, respectively.

There were no inter-segment sales to Mobile Modular in the three months ended March 31, 2026 and 2025, which required elimination 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 credit losses.

During the nine months ended September 30, 2024, the Company received $ 180.0 million in cash proceeds and incurred $ 61.2 million in transaction costs attributed to the terminated merger with WillScot Mobile Mini.

No single customer accounted for more than 10% of total revenues for the nine months ended September 30, 2025 and 2024.

Revenues from foreign country customers accounted for 2 % of the Company’s total revenues for both comparable periods.

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

No single customer accounted for more than 10 % of total revenues for the three months ended March 31, 2026 and 2025.

Revenues from foreign country customers accounted for 2 % of the Company’s total revenues for the same periods.

SUBSEQUENT EVENT

On April 1, 2026, the Company completed the acquisition of a regional provider of temporary modular space solutions for $ 11.4 million, subject to a holdback payment of $ 1.3 million.

The acquisition expanded the Mobile Modular operations in the mid-west region of the United States.

This acquisition will be accounted for as the purchase of a “business” in accordance with criteria in ASC 805, Business Combinations , using the purchase method of accounting.

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 1. Financial Statements