What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-23 · 100 added, 316 removed, 293 unchanged (59% of the section changed)

14 unchanged sentences

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

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

In the three months ended March 31, 2026, Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex contributed 65%, 11%, 25% and negative 1% of the Company’s income before provision for taxes (the equivalent of “pretax income”), respectively, compared to 66%, 15%, 17% and 2% for the same period in 2025.

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

12 unchanged sentences

Business – Relocatable Modular Buildings – Classroom Rentals and Sales to Public Schools (K-12) ” in the Company’s 2025 Annual Report and “ Item 1a.

Risk Factors – Significant reductions of, or delays in, funding to public schools have caused the demand and pricing for our modular classroom units to decline, which has in the past caused, and may cause in the future, a reduction in our revenues and profitability ” in the Company's 2024 Annual Report.

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

3 unchanged sentences

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

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

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

The Company’s rental operations include rental and rental related service revenues which comprised approximately 82% and 79% of consolidated revenues in the three months ended March 31, 2026 and 2025, respectively.

Of the total rental operations revenues for the three months ended March 31, 2026, Mobile Modular, Portable Storage and TRS-RenTelco comprised 69%, 12% and 19%, respectively, compared to 70%, 13% and 17%, respectively, in the same period of 2025.

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

1 unchanged sentence

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

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

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

For the three months ended March 31, 2026 and 2025, sales and other revenues of modular, container and electronic test equipment comprised approximately 18% and 21% of the Company’s consolidated revenues, respectively.

Of the total sales and other revenues from operations for the three months ended March 31, 2026 and 2025, Mobile Modular and Enviroplex together comprised 71% and 75%, respectively, Portable Storage comprised 5% and 4%, respectively, and TRS-RenTelco comprised 24% and 21%, respectively.

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

4 unchanged sentences

Recent Developments

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

On February 25, 2026, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.495 per common share for the quarter ended March 31, 2026, an increase of 2% over the prior year’s comparable quarter.

Business Combination

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.

Business Outlook

1 unchanged sentence

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

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

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

2 unchanged sentences

Results of Operations

Three Months Ended September 30, 2025 Compared to

Three Months Ended September 30, 2024

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

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

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

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

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

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

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

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

Three Months Ended March 31, 2026 Compared to

Three Months Ended March 31, 2025

Consolidated revenues for the three months ended March 31, 2026, increased 2% to $198.5 million from $195.4 million for the same period in 2025.

Consolidated net income for the three months ended March 31, 2026, decreased 4% to $27.0 million from $28.2 million for the same period in 2025.

Earnings per diluted share for the three months ended March 31, 2026, decreased 4% to $1.10, from $1.15 for the same period in 2025.

The decrease in consolidated net income and earnings per diluted share during the period was primarily attributed to an increase in selling and administrative expenses and lower gross profit at Enviroplex, Mobile Modular and Portable Storage, partly offset by higher gross profit at TRS-RenTelco and lower interest expense incurred on outstanding debt obligations.

For the three months ended March 31, 2026, on a consolidated basis:

• Gross profit increased $0.5 million to $96.9 million in 2026.

Mobile Modular’s gross profit decreased $0.8 million, or 1%, primarily due to lower gross profit on rental and sales revenues, partly offset by an increase in gross profit on rental related services revenues.

Portable Storage's gross profit decreased $0.8 million, or 6%, primarily due to lower gross profit on rental operations revenues.

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

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

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

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

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

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

The 26% decrease in average debt when compared to 2024 was primarily attributed to lower rental equipment purchases in 2025 and the proceeds received in 2024 from the terminated merger with WillScot Mobile Mini after transaction costs and income taxes.

TRS-RenTelco’s gross profit increased $3.4 million, or 23%, primarily due to higher gross profit on rental and sales revenues.

Enviroplex’s gross profit decreased $1.4 million, due to lower sales revenues and gross margins in 2026.

• Selling and administrative expenses increased $2.6 million, or 5%, to $53.4 million, primarily attributed to $1.8 million higher employees' salaries and benefit costs and $0.8 million higher marketing and administrative expenses.

• Interest expense decreased $1.7 million, or 20%, to $6.5 million, which was primarily attributed to $47.3 million lower average debt levels of the Company and a lower effective interest rate in 2026 of 4.96%, compared to 5.70% for the same period in 2025.

• Pre-tax income contribution by Mobile Modular, Portable Storage and TRS-RenTelco was 65%, 11% and 25%, respectively, compared to 66%, 15% and 17%, respectively, for the comparable 2025 period.

These results are discussed on a segment basis below.

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

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

Enviroplex pre-tax income contribution was negative 1% and 2% in 2026 and 2025, respectively.

• The provision for income taxes resulted in an effective tax rate of 26.7% and 24.6%, for the quarters ended March 31, 2026 and 2025, respectively.

• Adjusted EBITDA decreased $0.4 million, or 1%, to $74.1 million in 2026.

Mobile Modular

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

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

For the three months ended March 31, 2026, Mobile Modular’s total revenues increased $2.5 million, or 2%, to $134.4 million compared to the same period in 2025, primarily due to higher rental operations revenues, partly offset by lower sales and other revenues.

Higher gross profit on rental related services revenues and lower allocated interest expense, offset by lower gross profit on rental, and sales and other revenues, and higher selling and administrative expenses, resulted in a $0.9 million decrease in pre-tax income to $24.1 million for the three months ended March 31, 2026, from $25.0 million for the same period in 2025.

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

2 unchanged sentences

Three Months Ended

September 30,

Increase (Decrease)

30 unchanged sentences

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

nm = Not meaningful

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

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

Mobile Modular’s gross profit for the three months ended March 31, 2026, decreased $0.8 million, or 1%, to $64.7 million.

For the three months ended March 31, 2026, compared to the same period in 2025:

• Gross Profit on Rental Revenues – Rental revenues increased $2.9 million, or 4%, due to 1% higher average rental equipment on rent and 3% higher average monthly rental rates in 2026.

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

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

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

As a percentage of rental revenues, depreciation was 14% and 13% in 2026 and 2025, respectively, and other direct costs were 29% in 2026 and 27% in 2025, which resulted in gross margin percentages of 56% in 2026, compared to 60% in 2025.

The increased other direct costs in 2026 were primarily due to higher material and labor costs to prepare equipment for shipment.

The higher rental revenues and lower rental margins resulted in gross profit on rental revenues decreasing $1.3 million, or 3%, to $45.8 million in 2026.

• Gross Profit on Rental Related Services – Rental related services revenues increased $1.3 million, or 4%, compared to 2025.

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

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

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

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

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

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

The increase in rental related services revenues and higher gross margin percentage of 36% in 2026, compared to 33% in 2025, resulted in rental related services gross profit increasing $1.3 million, or 13%, to $11.0 million in 2026.

• Gross Profit on Sales – Sales revenues decreased $1.6 million, or 7%, compared to 2025, due to lower new and used equipment sales.

The lower sales revenues and lower gross margin percentage of 31% in 2026, compared to 32% in 2025, resulted in gross profit on sales decreasing $0.6 million, or 8%, to $6.6 million.

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

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

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

For the three months ended March 31, 2026, selling and administrative expenses increased $1.2 million, or 3%, to $35.2 million.

The increase in selling and administrative expenses was primarily attributed to $0.4 million higher employees' salaries and benefit costs and $0.4 million higher allocated corporate services expense during the period.

Portable Storage

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

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

For the three months ended March 31, 2026, Portable Storage’s total revenues increased $0.7 million, or 3%, to $21.9 million compared to the same period in 2025, primarily due to higher rental operations and sales revenues, partly offset by lower other revenues.

Lower gross profit on rental operations revenues and higher selling and administrative expenses, partly offset by higher gross profit on sales revenues and lower allocated interest expense, resulted in a decrease in pre-tax income of $1.4 million, or 26%, to $4.0 million in 2026.

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

2 unchanged sentences

Three Months Ended

September 30,

Increase (Decrease)

32 unchanged sentences

nm = Not meaningful

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

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

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

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

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

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

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

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

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

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

Portable Storage’s gross profit for the three months ended March 31, 2026, decreased $0.8 million, or 6%, to $13.1 million.

For the three months ended March 31, 2026, compared to the same period in 2025:

• Gross Profit on Rental Revenues – Rental revenues increased $0.2 million, or 1%, due to 1% higher average rental equipment on rent in 2026 and comparable average monthly rental rates.

As a percentage of rental revenues, depreciation was 7% and 6% in 2026 and 2025, respectively, and other direct costs were 13% and 9% in 2026 and 2025, respectively, which resulted in gross margin percentage of 80% in 2026 and 84% in 2025.

The higher rental revenues and lower rental margins resulted in gross profit on rental revenues decreasing $0.4 million, or 3%, to $13.1 million in 2026.

• Gross Profit on Rental Related Services – Rental related services revenues was $3.8 million, compared to $3.6 million during the same period in 2025.

The gross margin on rental related services revenues was negative 20% in 2026, compared to negative 8% in 2025.

The higher revenues coupled with lower gross margins in 2026 resulted in rental related services gross profit decreasing $0.4 million, when compared to 2025.

• Gross Profit on Sales – Sales revenues increased $0.4 million to $1.6 million in 2026.

The higher sales revenues and higher gross margins of 36% in 2026, compared to 33% in 2025, resulted in an increase in sales gross profit of $0.2 million in 2026.

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

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

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

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

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

For the three months ended March 31, 2026, Portable Storage’s selling and administrative expenses increased $0.8 million, or 11%, to $8.4 million, primarily attributed to $0.6 million higher employees' salaries and benefit costs.

For the three months ended March 31, 2026, TRS-RenTelco’s total revenues increased $3.7 million, or 11%, to $38.7 million, compared to the same period in 2025, primarily due to higher rental operations revenues.

The total revenue increase, together with higher gross profit on rental operations and sales revenues and lower interest expense, partly offset by an increase in selling and administrative expenses, resulted in an increase in pre-tax income of $3.1 million, or 51%, for the three months ended March 31, 2026, when compared to 2025.

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

2 unchanged sentences

Three Months Ended

September 30,

Increase (Decrease)

32 unchanged sentences

nm = Not meaningful

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

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

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

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

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

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

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

Sales occur as a normal part of TRS-RenTelco’s rental business;

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

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

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

Nine Months Ended September 30, 2025 Compared to

Nine Months Ended September 30, 2024

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

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

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

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

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

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

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

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

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

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

TRS-RenTelco’s gross profit increased $7.2 million, or 17%, primarily due to higher gross profit on rental revenues.

Enviroplex’s gross profit increased $4.9 million due to higher sales revenue and an increase in sales margins in 2025.

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

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

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

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

The 27% decrease in average debt when compared to 2024 was primarily the result of lower rental equipment purchases in 2025 and the $180.0 million payment received from the terminated merger with WillScot Mobile Mini, net of transaction costs and income taxes, which was primarily used to pay down existing debt obligations.

• Pre-tax income contribution by Mobile Modular, Portable Storage and TRS-RenTelco was 66%, 12% and 16%, respectively, compared to 69%, 17% and 11%, respectively, for the comparable 2024 period.

These results are discussed on a segment basis below.

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

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

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

Mobile Modular

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

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

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

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

Excluding Other income, net, the total change in pre-tax income for 2025 was an increase of $4.1 million, or 4%.

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

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

(dollar amounts in thousands)

Nine Months Ended

September 30,

Increase (Decrease)

Rental related services

Rental operations

Total revenues

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

Rental related services

Total direct costs of rental operations

Costs of sales

Total costs of revenues

Rental related services

Rental operations

Total gross profit

Selling and administrative expenses

Other income, net

Income from operations

Interest expense allocation

Pre-tax income

Other Selected Information

Adjusted EBITDA

Average rental equipment 1

Average rental equipment on rent

Average monthly total yield 2

Average utilization 3

Average monthly rental rate 4

Period end rental equipment 1

Period end utilization 3

Average and Period end rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.

Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment, for the period.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment.

Average utilization for the period is calculated using the average month end costs of rental equipment.

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

nm = Not meaningful

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

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

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

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

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

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

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

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

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

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

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

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

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

Portable Storage

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

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

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

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

Excluding Other income, net, the total change in pre-tax income for 2025 was a decrease of $4.7 million, or 21%.

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

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

(dollar amounts in thousands)

Nine Months Ended

September 30,

Increase (Decrease)

Rental related services

Rental operations

Total revenues

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

Rental related services

Total direct costs of rental operations

Costs of sales

Total costs of revenues

Gross Profit (Loss)

Rental related services

Rental operations

Total gross profit

Selling and administrative expenses

Other income, net

Income from operations

Interest expense allocation

Pre-tax income

Other Selected Information

Adjusted EBITDA

Average rental equipment 1

Average rental equipment on rent

Average monthly total yield 2

Average utilization 3

Average monthly rental rate 4

Period end rental equipment 1

Period end utilization 3

Average and Period end rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.

Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment, for the period.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment.

Average utilization for the period is calculated using the average month end costs of rental equipment.

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

nm = Not meaningful

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

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

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

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

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

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

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

The lower revenues coupled with lower gross margins in 2025, resulted in rental related services gross profit decreasing $1.3 million, when compared to 2024.

• Gross Profit on Sales – Sales revenues increased $1.8 million, primarily due to higher used equipment sales.

The higher sales revenues and lower gross margins of 38% in 2025, compared to 39% in 2024, resulted in sales gross profit increasing $0.6 million, or 43%, to $2.1 million in 2025.

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

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

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

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

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

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

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

Excluding Other income, net, the total change in pre-tax income for 2025 was an increase of $8.2 million, or 56%.

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

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

(dollar amounts in thousands)

Nine Months Ended

September 30,

Increase (Decrease)

Rental related services

Rental operations

Total revenues

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

Rental related services

Total direct costs of rental operations

Costs of sales

Total costs of revenues

Rental related services

Rental operations

Total gross profit

Selling and administrative expenses

Other income, net

Income from operations

Interest expense allocation

Foreign currency exchange gain

Pre-tax income

Other Selected Information

Adjusted EBITDA

Average rental equipment 1

Average rental equipment on rent

Average monthly total yield 2

Average utilization 3

Average monthly rental rate 4

Period end rental equipment 1

Period end utilization 3

Average and Period end rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.

Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment, for the period.

Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment.

Average utilization for the period is calculated using the average month end costs of rental equipment.

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

nm = Not meaningful

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

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

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

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

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

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

Gross profit on sales was $11.5 million, an increase of $0.6 million, or 5%, compared to 2024, with a lower gross margin percentage of 50% in 2025, compared to 54% in 2024.

TRS-RenTelco’s gross profit for the three months ended March 31, 2026 increased $3.4 million, or 23%, to $18.3 million.

For the three months ended March 31, 2026 compared to the same period in 2025:

• Gross Profit on Rental Revenues – Rental revenues increased $3.4 million, depreciation expense was comparable to 2025, and other direct costs increased by $0.7 million, or 14%, resulting in a $2.6 million, or 25% increase in gross profit on rental revenues to $12.9 million.

As a percentage of rental revenues, depreciation was 34% and 39% in 2026 and 2025, respectively, and other direct costs were 21% in both periods, which resulted in a gross margin percentage of 45% and 40% in 2026 and 2025, respectively.

• Gross Profit on Sales – Sales revenues increased 1% to $8.0 million in 2026.

Gross profit on sales increased $0.7 million, or 19%, to $4.4 million, with a higher gross margin percentage of 55% in 2026, compared to 47% in 2025.

Sales occur as a normal part of TRS-RenTelco’s rental business;

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

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

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

For the three months ended March 31, 2026, selling and administrative expenses increased $0.6 million, or 7%, to $8.0 million.

Adjusted EBITDA

16 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Twelve Months Ended

September 30,

Provision for income taxes

3 unchanged sentences

Transaction costs 3

Other income, net 4

Gain on merger termination from WillScot Mobile Mini 4

3 unchanged sentences

Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenues for the period.

Transaction costs include acquisition and divestiture related legal and professional fees and other costs specific to these transactions.

Other income, net consists of net gains on property, plant and equipment sales that are infrequent in nature and excluded from Adjusted EBITDA.

Transaction costs include merger and acquisition related legal and professional fees and other costs specific to these transactions.

The gain on merger termination from WillScot Mobile Mini was considered a non-operating transaction and is excluded from Adjusted EBITDA.

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Twelve Months Ended

September 30,

Net cash provided by operating activities

10 unchanged sentences

Adjusted EBITDA 1

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

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

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

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

These instruments contain financial covenants requiring the Company to not:

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

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

At March 31, 2026, the actual ratio was 3.94 to 1.

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

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

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

At March 31, 2026, the actual ratio was 1.51 to 1.

At March 31, 2026, the Company was in compliance with each of the aforementioned covenants.

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

1 unchanged sentence

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

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

Cash flows for the Company for the three months ended March 31, 2026 compared to the same period in 2025 are summarized as follows:

Cash Flows from Operating Activities:

The Company’s operations provided net cash of $42.4 million in 2026, compared to $53.9 million in 2025.

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

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

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

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

The $11.5 million decrease in net cash provided by operating activities was primarily attributable to $17.9 million lower cash provided from prepaid expenses and other assets, a result of the timing of cash payments made and expense recognition during the period.

Further, the Company's accounts payable provided for $5.3 million higher cash flows in 2026, a result of the payment timing of rental equipment acquisitions and other trade accounts payable, and accrued expenses provided for $4.9 million higher cash flows in 2026, primarily attributed to an increase in accrued leased real estate and payroll related expenses.

Cash Flows from Investing Activities:

Net cash used in investing activities was $88.1 million in 2025, down from $140.8 million in 2024.

The $52.8 million decrease in net cash used was primarily due to $75.8 million lower rental equipment purchases when compared to the previous year, due to higher equipment acquisitions during 2024 to meet customer rental demand.

This decrease in investing activities was partly offset by a $22.0 million increase in cash paid for the acquisition of businesses during 2025.

Net cash used in investing activities was $41.0 million in 2026, up from $2.7 million in 2025.

The $38.3 million increase in net cash used was primarily due to $33.4 million higher rental equipment purchases when compared to the previous year, a result of customer demand.

Further, the Company had $4.0 million higher purchases of property, plant and equipment during the current period, as compared to 2025.

Cash Flows from Financing Activities:

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

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

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

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

Net cash provided by financing activities was $0.7 million in 2026, compared to $48.6 million in net cash used during 2025.

The $49.3 million change was largely attributed to increased borrowings under bank lines of credit, primarily the result of higher rental equipment investment and repurchases of common stock during the period, when compared to 2025.

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

5 unchanged sentences

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

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

The Credit Facility provides for a $650.0 million unsecured revolving credit facility (which may be further increased to $950.0 million, of which as of Mach 31, 2025, $73.0 million was utilized through the term loan entered on April 23, 2024, by adding one or more tranches of term loans and/or increasing the aggregate revolving commitments), which includes a $40.0 million sublimit for the issuance of standby letters of credit and a $20.0 million sublimit for swingline loans.

The 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 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 this MD&A).

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 and due 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.

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

9 unchanged sentences

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

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

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

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

At March 31, 2026, 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 $296.0 million was outstanding and had capacity to borrow up to an additional $354.0 million.

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

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

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

At March 31, 2026, the actual ratio was 3.94 to 1.

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

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

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

At March 31, 2026, the actual ratio was 1.51 to 1.

At March 31, 2026, the Company was in compliance with each of the aforementioned covenants.

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

14 unchanged sentences

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

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

At March 31, 2026, the principal balance outstanding under the Series G Senior Notes was $75.0 million.

6.25% Senior Notes Due in 2030

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

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.

Interest on the Series F Senior Notes became payable semi-annually beginning on March 27, 2024 and continuing thereafter on September 27 and March 27 of each year until maturity.

Interest on the Series F Senior Notes is payable semi-annually beginning on March 27, 2024 and continuing thereafter on September 27 and March 27 of each year until maturity.

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

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

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

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

At March 31, 2026, the principal balance outstanding under the Series F Senior Notes was $75.0 million.

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.

2 unchanged sentences

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

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

At March 31, 2026, the principal balance outstanding under the Series D Senior Notes was $40.0 million.

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 Prior NPA.

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.

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.

2 unchanged sentences

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

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

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

At March 31, 2026, 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, E, F and G Senior Notes were sold, contains financial covenants requiring the Company to not (all defined terms used below not otherwise defined herein have the meaning assigned to such terms in the Note Purchase Agreement):

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

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

At March 31, 2026, the actual ratio was 3.94 to 1.

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

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

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

At March 31, 2026, the actual ratio was 1.51 to 1.

At March 31, 2026, the Company was in compliance with each of the aforementioned covenants.

3 unchanged sentences

Critical Accounting Estimates

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

There were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the three month period ended March 31, 2026.

Refer to our 2025 Annual Report for a discussion of our critical accounting policies and estimates.

2 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis