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Item 1. Financial Statements

2025-05-01 compared with 2024-10-30 · 223 added, 377 removed, 368 unchanged (62% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share data) September 30, 2024 (unaudited)

(in thousands, except share data) March 31, 2025 (unaudited)

December 31, 2024

Cash and cash equivalents $ 10,679 $ 9,001

Trade receivables, net of allowances for credit losses at September 30, 2024 and December 31, 2023 of $ 99,241 and $ 81,656 , respectively

Trade receivables, net of allowances for credit losses at March 31, 2025 and December 31, 2024 of $ 100,291 and $ 101,693 , respectively

400,501 430,381

1 unchanged sentence

Prepaid expenses and other current assets 57,585 67,751

Assets held for sale – current 4,078 2,110

Assets held for sale 1,953 2,904

Total current assets 518,454 557,510

22 unchanged sentences

Preferred Stock:

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at September 30, 2024 and December 31, 2023

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at March 31, 2025 and December 31, 2024

Common Stock:

$ 0.0001 par, 500,000,000 shares authorized and 187,048,646 and 189,967,135 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

$ 0.0001 par, 500,000,000 shares authorized and 183,109,208 and 183,564,899 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in-capital 1,793,859 1,836,165

3 unchanged sentences

Total liabilities and shareholders' equity $ 5,961,676 $ 6,034,911

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

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

WillScot Holdings Corporation

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except share data) 2025 2024

17 unchanged sentences

Other depreciation and amortization 23,140 17,920

Termination fee 180,000 — 180,000 —

Impairment loss on intangible asset — — 132,540 —

Restructuring costs 2,334 — 8,540 —

Lease impairment expense and other related charges, net 144 — 867 22

Currency (gains) losses, net ( 129 ) 96 ( 94 ) 6,885

Other expense (income), net 380 ( 8,336 ) 1,935 ( 14,533 )

Operating (loss) income ( 35,218 ) 178,099 89,496 496,286

Currency losses, net 223 77

Other expense, net 423 631

Operating income 119,434 129,946

Interest expense, net 58,469 56,588

(Loss) income from continuing operations before income tax ( 91,041 ) 124,296 ( 78,463 ) 350,371

Income tax (benefit) expense from continuing operations ( 20,566 ) 32,780 ( 17,377 ) 94,855

(Loss) income from continuing operations ( 70,475 ) 91,516 ( 61,086 ) 255,516

Discontinued operations:

Income from discontinued operations before income tax — — — 4,003

Gain on sale of discontinued operations — — — 176,078

Income tax expense from discontinued operations — — — 45,468

Income from discontinued operations — — — 134,613

Net (loss) income $ ( 70,475 ) $ 91,516 $ ( 61,086 ) $ 390,129

(Loss) earnings per share from continuing operations:

Basic $ ( 0.37 ) $ 0.47 $ ( 0.32 ) $ 1.27

Diluted $ ( 0.37 ) $ 0.46 $ ( 0.32 ) $ 1.25

Earnings per share from discontinued operations:

Basic $ — $ — $ — $ 0.67

Diluted $ — $ — $ — $ 0.66

(Loss) earnings per share:

Income before income tax 60,965 73,358

Income tax expense 17,910 17,118

Net income $ 43,055 $ 56,240

Earnings per share:

Basic $ 0.23 $ 0.30

3 unchanged sentences

Diluted 185,301,787 193,065,392

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

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

WillScot Holdings Corporation

Condensed Consolidated Statements of Comprehensive (Loss) Income

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands)

2024 2023 2024 2023

Net (loss) income $ ( 70,475 ) $ 91,516 $ ( 61,086 ) $ 390,129

Net income $ 43,055 $ 56,240

Other comprehensive (loss) income:

1 unchanged sentence

161 ( 5,548 )

Net (loss) gain on derivatives, net of income tax (benefit) expense of $( 8,183 ) and $ 2,247 for the three months ended September 30, 2024 and 2023, respectively, and $( 3,134 ) and $ 6,293 for the nine months ended September 30, 2024 and 2023, respectively.

Net (loss) gain on derivatives, net of income tax (benefit) expense of $( 2,693 ) and $ 4,515 for the three months ended March 31, 2025 and 2024, respectively.

( 8,141 ) 13,540

Total other comprehensive (loss) income ( 7,980 ) 7,992

Total comprehensive (loss) income $ ( 93,093 ) $ 91,552 $ ( 78,242 ) $ 416,178

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

Total comprehensive income $ 35,075 $ 64,232

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

WillScot Holdings Corporation

Condensed Consolidated Statements of Changes in Equity

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity

2 unchanged sentences

Net income — — — — 43,055 43,055

Other comprehensive income — — — 7,992 — 7,992

Withholding taxes on net share settlement of stock-based compensation — — ( 14,524 ) — — ( 14,524 )

Common Stock-based award activity 628 — 9,099 — — 9,099

Issuance of Common Stock from the exercise of options 3 — 69 — — 69

Balance at March 31, 2024 190,598 20 2,083,735 ( 44,776 ) ( 718,853 ) 1,320,126

Net loss — — — — ( 46,851 ) ( 46,851 )

Other comprehensive loss — — — ( 7,980 ) — ( 7,980 )

Common Stock-based award activity 26 — 9,614 — — 9,614

Repurchase and cancellation of Common Stock ( 2,036 ) ( 1 ) ( 79,074 ) — — ( 79,075 )

Issuance of Common Stock from the exercise of options 4 — 52 — — 52

Balance at June 30, 2024 188,592 19 2,014,327 ( 47,306 ) ( 765,704 ) 1,201,336

Net loss — — — — ( 70,475 ) ( 70,475 )

Other comprehensive loss — — — ( 22,618 ) — ( 22,618 )

Withholding taxes on net share settlement of stock-based compensation — — ( 7,718 ) — — ( 7,718 )

1 unchanged sentence

Repurchase and cancellation of Common Stock ( 1,095 ) — ( 32,117 ) — — ( 32,117 )

Balance at September 30, 2024 187,049 $ 19 $ 1,960,163 $ ( 69,924 ) $ ( 836,179 ) $ 1,054,079

Nine Months Ended September 30, 2023

Cash dividends declared — — ( 13,044 ) — — ( 13,044 )

Issuance of Common Stock from the exercise of options 188 — 2,232 — — 2,232

Balance at March 31, 2025 183,109 $ 19 $ 1,793,859 $ ( 78,607 ) $ ( 703,909 ) $ 1,011,362

Three Months Ended March 31, 2024

Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity

5 unchanged sentences

Common Stock-based award activity 628 — 9,099 — — 9,099

Repurchase and cancellation of Common Stock ( 4,589 ) — ( 217,687 ) — — ( 217,687 )

Issuance of Common Stock from the exercise of options 3 — 69 — — 69

Balance at March 31, 2024 190,598 $ 20 $ 2,083,735 $ ( 44,776 ) $ ( 718,853 ) $ 1,320,126

Net income — — — — 87,729 87,729

Other comprehensive income — — — 18,746 — 18,746

Common stock-based award activity 35 — 9,348 — — 9,348

Repurchase and cancellation of Common Stock ( 5,406 ) ( 1 ) ( 241,545 ) — — ( 241,546 )

Issuance of Common Stock from the exercise of options 24 — 344 — — 344

Balance at June 30, 2023 198,376 20 2,435,571 ( 44,109 ) ( 952,937 ) 1,438,545

Net income — — — — 91,516 91,516

Other comprehensive income — — — 36 — 36

Withholding taxes on net share settlement of stock-based compensation — — ( 4,113 ) — — ( 4,113 )

Common stock-based award activity 124 — 8,636 — — 8,636

Repurchase and cancellation of Common Stock ( 5,042 ) — ( 222,024 ) — — ( 222,024 )

Issuance of Common Stock from the exercise of options 3 — 40 — — 40

Balance at September 30, 2023 193,461 $ 20 $ 2,218,110 $ ( 44,073 ) $ ( 861,421 ) $ 1,312,636

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

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

WillScot Holdings Corporation

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

Operating activities:

Net (loss) income $ ( 61,086 ) $ 390,129

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income $ 43,055 $ 56,240

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 97,092 92,828

Provision for credit losses 12,338 11,807

Gain on sale of discontinued operations — ( 176,078 )

Impairment loss on intangible asset 132,540 —

Gain on sale of rental equipment and other property, plant and equipment ( 5,697 ) ( 5,677 )

2 unchanged sentences

Deferred income tax (benefit) expense ( 5,343 ) 8,811

Loss on settlement of foreign currency forward contract — 7,715

Unrealized currency gains, net 205 46

15 unchanged sentences

Purchase of investments ( 63 ) ( 2,792 )

Proceeds from sale of discontinued operations — 403,992

Payment for settlement of foreign currency forward contract — ( 7,715 )

Net cash used in investing activities ( 64,955 ) ( 110,967 )

7 unchanged sentences

Taxes paid on employee stock awards ( 7,718 ) ( 14,524 )

Dividends paid ( 12,882 ) —

Net cash used in financing activities ( 139,929 ) ( 95,622 )

7 unchanged sentences

Capital expenditures accrued or payable $ 17,430 $ 15,844

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

Accrued Common Stock repurchases $ 10,000 $ —

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

WillScot Holdings Corporation

2 unchanged sentences

Organization and Nature of Operations

WillScot Holdings Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative and flexible turnkey temporary space solutions in the United States (“US”), Canada, and Mexico.

The Company leases, sells, delivers and installs modular space solutions and portable storage products through an integrated network of branch locations that spans North America.

On July 29, 2024, the Company amended and restated its certificate of incorporation to effect a change of the Company’s name from “WillScot Mobile Mini Holdings Corp.” to “WillScot Holdings Corporation."

WillScot Holdings Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative and flexible turnkey space solutions in the United States (“US”), Canada, and Mexico.

The Company leases, sells, delivers and installs modular space solutions (modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions) and portable storage products (portable storage containers and climate-controlled containers and trailers) through an integrated network of branch locations.

WillScot also offers its customers a thoughtfully curated selection of solutions with Value-Added Products ("VAPS"), such as workstations, furniture, appliances, media packages, power and solar solutions, telematics, connectivity and data solutions, security and protection products, entrance packages, electrical and lighting products, organization and space optimization assets, perimeter solutions and other items that improve the overall customer experience.

The Company operates a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, site work, installation, disassembly, removal and other services to customers for an additional fee as part of leasing and sales operations.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by US Generally Accepted Accounting Principles ("GAAP") for complete financial statements.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US ("GAAP") for complete financial statements.

The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented.

Subsidiaries are fully consolidated from the dat e of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases.

The financial statements of the subsidiaries are prepared for the same reporting period as the Company.

All intercompany balances and transactions are eliminated.

The results of operations for the nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year.

The financial statements of the subsidiaries are prepared for the same reporting period as WillScot.

All intercompany balances and transactions are eliminated in consolidation.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year.

For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Segment Reporting

In January 2024, the Company completed the unification of its go-to market structure by integrating its modular and storage divisions under a single leadership team organized by geography, achieving local product unification within each metropolitan statistical area and the ability to consistently deliver its portfolio of solutions to its entire customer base.

In connection with this change in operating model, the Company realigned the composition of its operating and reportable segments to reflect how its Chief Operating Decision Maker reviews financial information to allocate resources to and assess performance of the segments.

As a result, the Company concluded that its two operating segments (US and Other North America) are aggregated into one reportable segment as the operating segments share similar economic characteristics (e.g., comparable gross margins and comparable adjusted earnings before interest, taxes, depreciation and amortization margins) and similar qualitative characteristics as the operating segments offer similar products and services to similar customers, use similar methods to distribute products and are subject to similar competitive risks.

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.

Recently Issued Accounting Standards

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 expands the breadth and frequency of segment disclosures, requiring disclosure of (i) significant segment expenses, (ii) other segment items, (iii) the chief operating decision maker's title and position, (iv) how the chief operating decision maker uses the reported measures of a segment's profit or loss and (v) interim disclosure of all segment profit, loss and asset disclosures currently required annually.

ASU 2023-07 clarifies that a public entity may report one or more measures of segment profit or loss and requires that single reportable segment entities provide all required segment disclosures.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2023-07 on its segment disclosures.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued Accounting Standards Update No.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023-09 Income Taxes (Topic 740):

1 unchanged sentence

ASU 2023-09 requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate.

Public business entities ("PBEs") are required to provide this incremental detail in a numerical, tabular format, while all other entities will do so through enhanced qualitative disclosures.

The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction;

ASU 2023-09 also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction;

pretax income (or loss) from continuing operations;

3 unchanged sentences

The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

NOTE 2 - Acquisitions

During the nine months ended September 30, 2024, the Company acquired certain assets and assumed certain liabilities of three local storage and modular companies, which consisted primarily of approximately 600 storage units and 800 modular units, and one national provider of premium large clearspan structures for $ 84.5 million in cash, net of cash acquired.

As of the acquisition dates, the fair value of rental equipment acquired was $ 80.7 million.

Integration Costs

The Company recorded $ 1.5 million and $ 0.8 million in integration costs related to acquisitions during the three months ended September 30, 2024 and 2023, respectively, and $ 7.4 million and $ 6.9 million in integration costs related to acquisitions during the nine months ended September 30, 2024 and 2023, respectively, within selling, general and administrative expense ("SG&A") .

Termination of Agreement to Acquire McGrath RentCorp

On January 28, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath").

On September 17, 2024, the Company and McGrath mutually agreed to terminate the Merger Agreement.

In accordance with the terms of the Merger Agreement, the Company paid McGrath a $ 180.0 million termination fee during the three months ended September 30, 2024.

During the three and nine months ended September 30, 2024, the Company recorded $ 8.8 million and $ 41.3 million, respectively, in legal and professional fees related to the McGrath transaction within SG&A.

In connection with the Company's proposed acquisition of McGrath, the Company entered into a commitment letter dated January 28, 2024, which was amended and restated on June 13, 2024 and modified by a Notice of Reduction of Bridge Commitments on June 28, 2024 (the "Commitment Letter"), pursuant to which certain financial institutions committed to make available, in accordance with the terms of the Commitment Letter, (i) a senior secured bridge credit facility and (ii) an upsize to the existing ABL Facility (as defined below) of Williams Scotsman, Inc.

("WSI") As a result of the termination of the Merger Agreement, the Commitment Letter was terminated.

NOTE 3 - Discontinued Operations

UK Storage Solutions Divestiture

On January 31, 2023, the Company sold its former UK Storage Solutions segment for $ 418.1 million.

Exiting the UK Storage Solutions segment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses in North America.

Results for the former UK Storage Solutions segment are reported in income from discontinued operations within the 2023 condensed consolidated statement of operations.

The following table presents the results of the former UK Storage Solutions segment as reported in income from discontinued operations within the condensed consolidated statement of operations.

(in thousands) Nine Months Ended

September 30, 2023

Leasing and services revenue:

Leasing $ 6,389

Delivery and installation 1,802

Sales revenue:

Rental units 449

Total revenues 8,694

Costs of leasing and services:

Leasing 1,407

Delivery and installation 1,213

Costs of sales:

Rental units 492

Gross profit 5,544

Selling, general and administrative 1,486

Other income, net ( 1 )

Operating income 4,059

Interest expense 56

Income from discontinued operations before income tax 4,003

Gain on sale of discontinued operations 175,708

Income tax expense from discontinued operations 45,468

Income from discontinued operations $ 134,243

In January 2023, a $ 0.4 million adjustment was made to the gain on sale of the former Tank and Pump segment due to the final contractual working capital adjustment.

Including this adjustment, the total gain on sale of discontinued operations was $ 176.1 million for the nine months ended September 30, 2023 .

For the nine months ended September 30, 2023 , significant investing items related to the former UK Storage Solutions segment were as follows:

(in thousands)

Nine Months Ended

September 30, 2023

Investing activities of discontinued operations:

Proceeds from sale of rental equipment $ 514

Purchases of rental equipment and refurbishments $ ( 371 )

Proceeds from sale of property, plant and equipment $ 8

Purchases of property, plant and equipment $ ( 64 )

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update No.

2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03").

ASU 2024-03 requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

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

The Company is currently evaluating ASU 2024-03 to determine its impact on the Company's disclosures.

NOTE 2 - Revenue

1 unchanged sentence

Geographic Areas

The Company had total revenue in the following geographic areas for the three and nine months ended September 30, 2024 and 2023 as follows:

The Company had total revenue in the following geographic areas for the three months ended March 31, 2025 and 2024 as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

5 unchanged sentences

Equipment leasing is the Company's core business and the primary driver of the Company's revenue and cash flows.

This includes turnkey temporary modular space and portable storage units along with value-added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, integral tool racking, heavy duty capacity shelving, workstations, electrical and lighting products and other items used by customers in connection with the Company's products.

The Company also offers its lease customers a damage waiver program that protects them in case the leased unit is damaged.

This includes turnkey space solutions along with VAPS.

Leasing is complemented by new unit sales and sales of rental units.

In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance and ad hoc services and removal services at the end of lease transactions.

The Company’s revenue by major product and service line for the three and nine months ended September 30, 2024 and 2023 was as follows:

In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance, removal, and other ad hoc services.

The Company’s revenue by major product and service line for the three months ended March 31, 2025 and 2024 was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

Modular space leasing revenue $ 254,531 $ 243,947 $ 760,404 $ 705,041

Modular space leasing revenue (a)

$ 245,864 $ 252,147

Portable storage leasing revenue 77,035 91,449

VAPS and third party leasing revenues (a)

VAPS and third party leasing revenues (b)

96,339 96,314

Other leasing-related revenue (b)

Other leasing-related revenue (b),(c)

15,152 20,691

5 unchanged sentences

Total revenues $ 559,551 $ 587,181

(a) Includes $ 10.3 million and $ 6.4 million of service revenue for the three months ended September 30, 2024 and 2023, respectively, and $ 30.4 million and $ 18.1 million of service revenue for the nine months ended September 30, 2024 and 2023, respectively.

(b) Includes primarily damage billings, delinquent payment charges, other processing fees, and provisions for specific uncollectible receivables.

(a) Includes revenue from clearspan structures.

(b) Includes $ 9.2 million and $ 7.5 million of service revenue for the three months ended March 31, 2025 and 2024, respectively.

(c) Includes primarily damage billings, delinquent payment charges, service revenue, and other processing fees, and is partially offset by provisions for specific uncollectible receivables.

Leasing and Services Revenue

The majority of revenue ( 74 % and 75 % for the three and nine months ended September 30, 2024, respectively, and 76 % for both the three and nine months ended September 30, 2023) was generated by lease income subject to the guidance of Accounting Standards Update No.

The majority of revenue ( 76 % and 77 % for the three months ended March 31, 2025 and 2024, respectively) was generated by lease income subject to the guidance of Accounting Standards Update No.

2016-02, Leases (Topic 842) ("ASC 842").

1 unchanged sentence

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

Receivables and Credit Losses

The Company manages credit risk associated with its accounts receivable at the customer level.

Because the same customers generate the revenues that are accounted for under both ASC 842 and ASC 606, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues.

Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets.

Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end markets.

The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures.

The Company's allowance for credit losses reflects its estimate of the amount of receivables that it will be unable to collect .

The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, and historical collection experience.

The Company's estimates reflect changing circumstances, and the Company may be required to increase or decrease its allowance in future periods.

The Company's allowance for credit losses reflects its estimate of the amount of receivables that the Company will be unable to collect.

T he estimated losses are calculated using the l oss rate method based upon a review of outstanding receivables, related aging, and historical collection experience.

The Company's estimate is sensitive to changing circumstances, and the Company may be required to increase or decrease its allowance in future periods in response to

changing circumstances, including changes in the economy or in the particular circumstances of individual customers.

Specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue following the completion of collection efforts.

The remaining provision for credit losses is recorded as selling, general and administrative expense.

Activity in the allowance for credit losses was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

1 unchanged sentence

Provision for credit losses, net of recoveries 12,338 11,807

Write-offs ( 11,869 ) ( 5,252 ) ( 27,528 ) ( 16,758 )

Write-offs recorded as a reduction to revenue ( 13,765 ) ( 7,055 )

Foreign currency translation and other 25 10

4 unchanged sentences

For contracts that continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed.

As of September 30, 2024 and December 31, 2023, the Company had approximately $ 136.9 million and $ 124.1 million , respectively, of deferred revenue related to services billed in advance.

During the three and nine months ended September 30, 2024, $ 13.3 million and $ 61.0 million, respectively, of deferred revenue billed in advance was recognized as revenue.

The Company does not have material contract assets, and it did not recognize any material impairments for any contract assets.

As of March 31, 2025 and December 31, 2024, the Company had approximately $ 134.8 million and $ 139.4 million , respectively, of deferred revenue related to service revenue billed in advance.

During the three months ended March 31, 2025, $ 34.7 million of deferred revenue related to service revenue billed in advance was recognized as revenue.

The Company does not have material contract assets, and it did not recognize any material impairments of any contract assets.

The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations.

For the future services revenues that are expected to be recognized within twelve months, the Compa ny has elected to utilize the optional disclosure exemption regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations.

The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the market rate in place at the time those services are provided, and therefore, the Company is applying the optional expedient to omit disclosure of such amounts.

For the future services revenues that are expected to be recognized within twelve months, the Compa ny has elected to utilize the optional disclosure exemption made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations.

The primary costs to obtain contracts fo r new and rental unit sales with the Company's customers are commissions.

2 unchanged sentences

As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred.

NOTE 5 - Leases

As of September 30, 2024, the future lease payments for operating and finance lease liabilities were as follows:

(in thousands) Operating Finance

2024 (remaining) $ 13,853 $ 7,523

2025 76,801 28,583

2026 61,389 28,331

2027 49,025 25,083

2028 37,149 27,564

Thereafter 62,605 38,450

Total lease payments 300,822 155,534

interest ( 42,981 ) ( 21,375 )

Present value of lease liabilities $ 257,841 $ 134,159

Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets.

The Company’s lease activity during the nine months ended September 30, 2024 and 2023 was as follows:

(in thousands) Nine Months Ended September 30,

Financial Statement Line 2024 2023

Finance Lease Expense

Amortization of finance lease assets $ 10,355 $ 11,976

Interest on obligations under finance leases 4,679 2,571

Total finance lease expense $ 15,034 $ 14,547

Operating Lease Expense

Fixed lease expense

Cost of leasing and services $ 860 $ 1,013

Selling, general and administrative 59,396 49,327

Lease impairment expense and other related charges 31 —

Short-term lease expense

Cost of leasing and services 21,586 18,631

Selling, general and administrative 1,524 1,353

Lease impairment expense and other related charges — 22

Variable lease expense

Cost of leasing and services 739 1,865

Selling, general and administrative 7,732 7,028

Lease impairment expense and other related charges 836 —

Total operating lease expense $ 92,704 $ 79,239

Supplemental cash flow information related to leases for the nine months ended September 30, 2024 and 2023 was as follows:

(in thousands) Nine Months Ended September 30,

Supplemental Cash Flow Information 2024 2023

Cash paid for the amounts included in the measurement of lease liabilities:

Operating cash outflows from operating leases $ 59,847 $ 50,495

Operating cash outflows from finance leases $ 4,621 $ 2,515

Financing cash outflows from finance leases $ 14,815 $ 12,425

Right of use assets obtained in exchange for lease obligations $ 63,599 $ 78,969

Assets obtained in exchange for finance leases $ 31,907 $ 38,534

Weighted average remaining operating lease terms and the weighted average discount rates as of September 30, 2024 and December 31, 2023 were as follows:

Lease Terms and Discount Rates September 30, 2024 December 31, 2023

Weighted average remaining lease term - operating leases 5.1 years 5.4 years

Weighted average discount rate - operating leases 5.9 % 5.9 %

Weighted average remaining lease term - finance leases 4.8 years 5.0 years

Weighted average discount rate - finance leases 5.1 % 4.8 %

NOTE 3 - Inventories

1 unchanged sentence

(in thousands)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Raw materials $ 40,305 $ 39,823

4 unchanged sentences

(in thousands)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Modular space units $ 3,702,224 $ 3,658,086

4 unchanged sentences

Rental equipment, net $ 3,367,026 $ 3,377,939

NOTE 8 - Goodwill and Intangibles

Changes in the carrying amount of goodwill were as follows:

(in thousands)

Balance at December 31, 2022 $ 1,011,429

Additions from acquisitions 164,502

Effects of movements in foreign exchange rates 704

Balance at December 31, 2023 1,176,635

Addition from acquisition 887

Effects of movements in foreign exchange rates ( 633 )

Balance at September 30, 2024 $ 1,176,889

The Company had no goodwill impairment during the nine months ended September 30, 2024 or the year ended December 31, 2023.

Intangible Assets

NOTE 5 - Intangible Assets

Intangible assets other than goodwill at the respective balance sheet dates consisted of the following:

September 30, 2024

(in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value

March 31, 2025

(in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated impairment loss Accumulated amortization Net book value

Intangible assets subject to amortization:

2 unchanged sentences

Technology 1.3 1,500 — ( 1,188 ) 312

Trade name – Mobile Mini 2.8 31,460 ( 4,625 ) 26,835

Trade names 2.5 165,500 ( 132,540 ) ( 13,147 ) 19,813

Indefinite-lived intangible assets:

2 unchanged sentences

December 31, 2024

(in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value

(in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated impairment loss Accumulated amortization Net book value

Intangible assets subject to amortization:

2 unchanged sentences

Technology 1.5 1,500 — ( 1,125 ) 375

Trade names 2.7 165,500 ( 132,540 ) ( 9,164 ) 23,796

Indefinite-lived intangible assets:

Trade name – Mobile Mini 164,000 — 164,000

Trade name – WillScot 125,000 — — 125,000

Total intangible assets other than goodwill $ 507,408 $ ( 132,540 ) $ ( 123,704 ) $ 251,164

Amortization expense related to intangible assets was $ 11.9 million and $ 5.9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 26.6 million and $ 17.8 million for the nine months ended September 30, 2024 and 2023, respectively.

In the second quarter of 2024, the Company determined that a review of the carrying value of the Mobile Mini trade name was necessary based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

As of June 30, 2024, the Mobile Mini trade name was tested for impairment using the relief from royalty valuation method.

The most significant unobservable input (Level 3) used to estimate the fair value was a discount rate of 9 %.

After determining the estimated fair value, t he Company recorded an impairment charge of $ 132.5 million during the nine months ended September 30, 2024.

This non-cash charge was recorded to impairment loss on intangible asset on the consolidated statement of operations.

After the impairment charge , t he remaining net book value of the Mobile Mini trade name was $ 31.5 million, which is being amortized over a remaining useful life.

The Company did not record any other impairment charges during the nine months ended September 30, 2024.

As of September 30, 2024, the expected future amortization expense for intangible assets is as follows for the years ended December 31:

Amortization expense related to intangible assets was $ 11.3 million and $ 7.4 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the expected future amortization expense for intangible assets was as follows for the years ended December 31:

(in thousands)

3 unchanged sentences

The carrying value of debt outstanding at the respective balance sheet dates consisted of the following:

(in thousands, except rates) Interest rate Year of maturity September 30, 2024 December 31, 2023

(in thousands, except rates) Interest rate Year of maturity March 31, 2025 December 31, 2024

2025 Secured Notes 6.125 % 2025 $ — $ 525,283

3 unchanged sentences

2030 Secured Notes 6.625 % 2030 493,249 —

2031 Secured Notes 7.375 % 2031 494,360 494,329

Finance Leases Varies Varies 146,989 143,788

2 unchanged sentences

Total long-term debt $ 3,596,816 $ 3,683,502

Maturities of debt, including finance leases, during the periods subsequent to September 30, 2024 are as follows:

Maturities of debt, including finance leases, during the periods subsequent to March 31, 2025 are as follows:

(in thousands)

4 unchanged sentences

Asset Backed Lending Facility

On July 1, 2020, certain subsidiaries of the Company, including WSI, entered into an asset-based credit agreement.

On July 1, 2020, certain subsidiaries of the Company, including Williams Scotsman, Inc.

("WSI"), entered into an asset-based credit agreement.

As amended on June 30, 2022, the agreement provides for revolving credit facilities in the aggregate principal amount of up to $ 3.7 billion, consisting of:

2 unchanged sentences

The applicable margin for Canadian Bankers' Acceptance Rate, Term Secured Overnight Financing Rate ("SOFR"), British Pounds Sterling and Euro loans is 1.50 %.

The facility includes a credit spread adjustment of 0.10 % in addition to the applicable margin.

In addition to the applicable margin, the facility includes a credit spread adjustment of 0.10 %.

The applicable margin for base rate and Canadian Prime Rate loans is 0.50 %.

1 unchanged sentence

The ABL Facility requires the payment of a commitment fee on the unused available borrowings of 0.20 % annually.

As of September 30, 2024, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.40 %.

Refer to Note 12 for a detailed discussion of interest rate management.

On February 26, 2024, WSI entered into an amendment to the ABL Facility (the "Fifth Amendment") to, among other things, change the rate under the ABL Facility for borrowings denominated in Canadian Dollars from a Canadian Dollar Offered Rate ("CDOR")-based rate to a Canadian Overnight Repo Rate Average ("CORRA")-based rate, subject to certain adjustments specified in the ABL Facility, and to update certain other provisions regarding successor interest rates to CDOR.

In connection with the Company's proposed acquisition of McGrath, on February 27, 2024, WSI and certain other subsidiaries of the Company entered into an amendment to the ABL Facility (the "Sixth Amendment") to, among other things, (i) permit the incurrences of indebtedness by WSI and certain other subsidiaries of the Company to finance the McGrath acquisition;

(ii) increase the maximum revolving credit facility amount;

and (iii) modify the borrowing base, certain thresholds, basket sizes and default and notice triggers to account for the increased size of the business and new asset types of WSI and its subsidiaries following the proposed McGrath acquisition.

Following the termination of the Merger Agreement on September 17, 2024, the Sixth Amendment was null and void.

As of March 31, 2025, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.33 %.

Refer to Note 9 for a more detailed discussion on interest rate management.

Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate revolver commitments and (ii) the borrowing base ("Line Cap").

At September 30, 2024, the Line Cap was $ 3.2 billion and the Company had $ 1.7 billion of available borrowing capacity under the ABL Facility, including $ 1.5 billion under the US Facility and $ 199.2 million under the Multicurrency Facility.

Borrowing capacity under the ABL Facility is made available for up to $ 220.0 million letters of credit and $ 220.0 million swingline loans.

At September 30, 2024, the available capacity was $ 199.2 million of letters of credit and $ 203.8 million of swingline loans.

At September 30, 2024, letters of credit and bank guarantees carried fees of 1.625 %.

The Company had issued $ 20.8 million of standby letters of credit under the ABL Facility at September 30, 2024.

The Company had approximately $ 1.5 billion of outstanding borrowings under the ABL Facility at September 30, 2024.

Debt issuance costs of $ 21.0 million and $ 26.8 million were presented as direct reductions of the corresponding liabilities at September 30, 2024 and December 31, 2023, respectively.

At March 31, 2025, the Line Cap was $ 3.2 billion and the Company had $ 1.6 billion of available borrowing capacity under the ABL Facility, including $ 1.4 billion under the US Facility and $ 185.9 million under the Multicurrency Facility.

Borrowing capacity under the ABL Facility is made available for up to $ 220.0 million of letters of credit and $ 220.0 million of swingline loans.

At March 31, 2025, the available capacity was $ 193.5 million of letters of credit and $ 186.0 million of swingline loans.

At March 31, 2025, letters of credit and bank guarantees carried fees of 1.625 %.

The Company had issued $ 26.5 million of standby letters of credit under the ABL Facility at March 31, 2025.

The Company had approximately $ 1.5 billion of outstanding borrowings under the ABL Facility at March 31, 2025.

Debt issuance costs of $ 15.9 million and $ 19.0 million were included in the carrying value of the ABL Facility at March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, the Company had no outstanding principal borrowings on the Multicurrency Facility and $ 1.2 million of related debt issuance costs, which were recorded in other non-current assets on the condensed consolidated balance sheet.

The ABL Facility and related guarantees are secured by a first priority security interest in substantially all of the assets of WSI and the Company’s other subsidiaries that are borrowers or guarantors under the ABL Facility (collectively the “ABL Loan Parties”), subject to customary exclusions.

Senior Secured Notes

The 2025 Secured Notes mature on June 15, 2025.

At September 30, 2024, the 2025 Secured Notes were classified as long-term on the Condensed Consolidated Balance Sheet because the Company has the intent and believes it has the ability to refinance this obligation on a long-term basis as demonstrated by the forecasted available capacity under the ABL Facility, among other refinancing alternatives to be considered opportunistically.

On June 28, 2024, WSI completed a private offering of $ 500.0 million in aggregate principal amount of 6.625 % senior secured notes due 2029 (the "2029 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A .

P roceeds were used to repay approximately $ 495.0 million of outstanding indebtedness under the ABL Facility and certain fees and expenses.

T he 2029 Secured N otes mature on June 15, 2029 and bear interest at a rate of 6.625 % per annum.

Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2024.

Unamortized deferred financing costs pertaining to the 2029 Secured Notes were $ 6.7 million as of September 30, 2024.

On March 26, 2025, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 6.625 % senior secured notes due 2030 (the "2030 Secured Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and to non-U.S.

persons outside the U.S.

in accordance with Regulation S under the Securities Act.

The 2030 Secured Notes mature on April 15, 2030 and bear interest at a rate of 6.625 % per annum.

Interest is payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2025.

Unamortized deferred financing costs pertaining to the 2030 Secured Notes were $ 6.8 million as of March 31, 2025.

On March 27, 2025, net proceeds from the offering of the 2030 Secured Notes, together with $ 33.0 million of additional borrowings under the ABL Facility, were used to (i) redeem all of WSI's outstanding 6.125 % senior secured notes due 2025 (the "2025 Secured Notes") at a redemption price equal to 100.00 % of the principal amount of the 2025 Notes outstanding, totaling $ 526.5 million, plus accrued and unpaid interest to, but excluding, the redemption date and (ii) pay related fees and expenses.

The 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, and 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”).

3 unchanged sentences

The Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of WSI and the Note Guarantors securing the ABL Facility.

Upon the repayment of the 2025 Secured Notes and the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2029 Secured Notes and the 2031 Secured Notes (other than certain permitted), the collateral securing the 2029 Secured Notes and the 2031 Secured Notes will be released and the 2029 Secured Notes and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions.

Upon the repayment of the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes (other than certain permitted liens), the collateral securing the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will be released and the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions.

Finance Leases

The Company maintains finance leases primarily related to transportation-related equipment.

At September 30, 2024 and December 31, 2023, obligations under finance leases were $ 134.2 million and $ 117.1 million, respectively.

Refer to Note 5 for further information.

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of September 30, 2024.

The Company maintains finance leases primarily for transportation-related equipment.

At March 31, 2025 and December 31, 2024, obligations under the finance leases were $ 147.0 million and $ 143.8 million, respectively.

Covenant Compliance

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of March 31, 2025.

NOTE 7 – Equity

In connection with the stock compensation vesting and stock option exercises described in Note 14, the Company issued 704,809 shares of Common Stock during the nine months ended September 30, 2024 .

In connection with the stock compensation vesting and stock option exercises described in Note 11, the Company issued 639,241 shares of Common Stock during the three months ended March 31, 2025 .

On February 18, 2025, the Company's Board of Directors approved a quarterly dividend program.

Under the program, subject to quarterly approval and declaration by the Board of Directors, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month.

In February 2025, the Board of Directors declared a quarterly dividend of $ 13.0 million or $ 0.07 per share.

Dividends paid were $ 12.9 million for the three months ended March 31, 2025.

Stock Repurchase Program

1 unchanged sentence

The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing, business, legal, accounting, and other considerations.

During the nine months ended September 30, 2024 , the Company repurchased 3,623,298 shares of Common Stock for $ 140.4 million, excluding excise tax.

As of September 30, 2024, $ 951.9 million of the authorization for future repurchases of Common Stock remained available.

During the three months ended March 31, 2025 , the Company repurchased 1,094,932 shares of Common Stock for $ 32.0 million, excluding excise tax.

As of March 31, 2025, $ 789.8 million of the authorization for future repurchases of Common Stock remained available.

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the nine months ended September 30, 2024 and 2023 were as follows:

Nine Months Ended September 30, 2024

(in thousands) Foreign currency translation Unrealized gains (losses) on hedging activities Total

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2025 and 2024 were as follows:

Three Months Ended March 31, 2025

(in thousands) Foreign currency translation Unrealized gains on hedging activities Total

Balance at December 31, 2024 $ ( 80,720 ) $ 10,093 $ ( 70,627 )

Other comprehensive (loss) income before reclassifications ( 5,548 ) 18,807 13,259

Reclassifications from AOCI to income — ( 5,267 ) ( 5,267 )

Balance at March 31, 2024 ( 61,579 ) 16,803 ( 44,776 )

Other comprehensive (loss) income before reclassifications ( 4,154 ) 7,247 3,093

Reclassifications from AOCI to income — ( 5,623 ) ( 5,623 )

Balance at June 30, 2024 ( 65,733 ) 18,427 ( 47,306 )

Other comprehensive income (loss) before reclassifications 161 ( 5,710 ) ( 5,549 )

Reclassifications from AOCI to income — ( 2,431 ) ( 2,431 )

Balance at September 30, 2024 $ ( 63,781 ) $ ( 6,143 ) $ ( 69,924 )

Nine Months Ended September 30, 2023

Balance at March 31, 2025 $ ( 80,559 ) $ 1,952 $ ( 78,607 )

Three Months Ended March 31, 2024

(in thousands) Foreign currency translation Unrealized gains on hedging activities Total

Balance at December 31, 2023 $ ( 56,031 ) $ 3,263 $ ( 52,768 )

Other comprehensive income before reclassifications 7,934 859 8,793

Reclassifications from AOCI to income — ( 1,526 ) ( 1,526 )

Balance at March 31, 2023 ( 62,188 ) ( 667 ) ( 62,855 )

Other comprehensive income before reclassifications 5,915 15,761 21,676

Reclassifications from AOCI to income — ( 2,930 ) ( 2,930 )

Balance at June 30, 2023 ( 56,273 ) 12,164 ( 44,109 )

Other comprehensive (loss) income before reclassifications ( 5,548 ) 18,807 13,259

Reclassifications from AOCI to income — ( 5,267 ) ( 5,267 )

Balance at September 30, 2023 $ ( 63,005 ) $ 18,932 $ ( 44,073 )

For the three months ended September 30, 2024 and 2023, gains of $ 5.6 million and $ 3.5 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swa ps.

For the nine months ended September 30, 2024 and 2023, gains of $ 16.5 million and $ 7.9 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps.

Balance at March 31, 2024 $ ( 61,579 ) $ 16,803 $ ( 44,776 )

For the three months ended March 31, 2025 and 2024, gains of $ 2.4 million and $ 5.3 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swa ps.

Th e interest rate swaps are discussed in Note 9.

Associated with these reclassifications, t he Company recorded tax expense of $ 1.5 million and $ 0.9 million for the three months ended September 30, 2024 and 2023, respectively, and tax expense of $ 4.5 million and $ 2.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Associated with these reclassifications, t he Company recorded tax expense of $ 0.6 million and $ 1.4 million for the three months ended March 31, 2025 and 2024, respectively.

NOTE 8 – Income Taxes

The Company recorded $ 20.6 million and $ 17.4 million of income tax benefit from continuing operations for the three and nine months ended September 30, 2024, respectively, and $ 32.8 million and $ 94.9 million of income tax expense from continuing operations for the three and nine months ended September 30, 2023, respectively.

The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 22.6 % and 22.2 %, respectively.

The Company's effective tax rate for the three and nine months ended September 30, 2023 was 26.4 % and 27.1 %, respectively.

The effective tax rate for the three and nine months ended September 30, 2024 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes, partially offset by discrete excess tax benefits related to equity compensation.

The effective tax rate for the three and nine months ended September 30, 2023 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and an add-back for non-deductible executive compensation.

The Company recorded $ 17.9 million and $ 17.1 million of income tax expense for the three months ended March 31, 2025 and 2024, respectively.

The Company’s effective tax rate for the three months ended March 31, 2025 and 2024 was 29.4 % and 23.3 %, respectively.

The effective tax rate for the three months ended March 31, 2025 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes, non-deductible executive compensation, and discrete tax expense related to equity compensation.

The effective tax rate for the three months ended March 31, 2024 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and non-deductible executive compensation, partially offset by a discrete tax benefit related to employee stock vesting.

NOTE 9 - Derivatives

In January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 750.0 million in aggregate notional amount of variable-rate debt under the ABL Facility.

Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a weighted average fixed interest rate of 3.44 % on the notional amount.

Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.44 % on the notional amount.

In January 2024, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 500.0 million in aggregate notional amount of variable-rate debt under the ABL Facility.

Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a weighted average fixed interest rate of 3.70 % on the notional amount.

Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.70 % on the notional amount.

The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility.

The swap agreements terminate on June 30, 2027.

The floating rate that the Company receives under the terms of these swap agreements was 4.86 % at September 30, 2024.

At March 31, 2025, the floating rate that the Company received under the terms of these swap agreements was 4.32 %.

The location and the fair value of derivative instruments designated as hedges were as follows:

(in thousands) Balance Sheet Location September 30, 2024 December 31, 2023

(in thousands) Balance Sheet Location March 31, 2025 December 31, 2024

Cash Flow Hedges:

Interest rate swaps Prepaid expenses and other current assets $ 4,707 $ 6,990

Interest rate swaps Other non-current assets $ — $ 6,666

Interest rate swaps Other non-current liabilities $ ( 1,897 ) $ —

The fair value of the interest rate swaps was based on dealer quotes of market forward rates, which are Level 2 inputs on the fair value hierarchy (see Note 13), and reflected the amount that the Company would receive or pay as of September 30, 2024 for contracts involving the same attributes and maturity dates.

The following table discloses the impact of the interest rate swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2024 and 2023 :

Nine Months Ended September 30,

The fair value of the interest rate swaps was based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy (see Note 10), and reflected the amount that the Company would receive or pay for contracts involving the same attributes and maturity dates.

Three Months Ended March 31,

(in thousands) 2025 2024

Gain recognized in OCI $ 3,947 $ 33,153

(Loss) gain recognized in OCI $ ( 8,403 ) $ 23,322

Location of gain recognized in income Interest expense, net Interest expense, net

8 unchanged sentences

The Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include rental equipment, property, plant and equipment, goodwill, intangible assets and certain other assets.

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at September 30, 2024 and December 31, 2023 approximate their respective book values.

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at March 31, 2025 and December 31, 2024 approximate their respective book values.

The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates.

The fair values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes are based on their last trading price at the end of each period obtained from a third party.

The fair values of the Secured Notes are based on their last trading price at the end of each period obtained from a third party.

The following table shows the carrying amounts and fair values of these financial liabilities measured using Level 2 inputs:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands)

5 unchanged sentences

2030 Secured Notes 493,249 505,625 — —

2031 Secured Notes 494,360 514,595 494,329 514,310

Total $ 1,976,178 $ 2,011,360 $ 2,007,661 $ 2,024,984

As of September 30, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes included $ 1.9 million, $ 4.7 million , $ 6.7 million , and $ 5.8 million , respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

As of December 31, 2023, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $ 3.8 million, $ 5.5 million, and $ 6.3 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

As of March 31, 2025, the carrying values of the 2028 Secured Notes, the 2029 Secured Notes, the 2030 Secured Notes, and the 2031 Secured Notes included $ 4.1 million, $ 7.3 million, $ 6.8 million, and $ 5.6 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

As of December 31, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes included $ 1.2 million, $ 4.4 million, $ 7.5 million, and $ 5.7 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

The location and the fair value of derivative assets and liabilities in the condensed consolidated balance sheets are disclosed in Note 9.

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Restricted Stock Awards

The following table summarizes the Company's RSA activity for the nine months ended September 30, 2024 and 2023 :

The following table summarizes the Company's RSA activity for the three months ended March 31, 2025 and 2024 :

Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value

Outstanding at beginning of period 36,346 $ 38.11 28,946 $ 44.44

Granted 32,332 $ 38.20 28,946 $ 44.44

Vested ( 28,946 ) $ 44.44 ( 35,244 ) $ 37.17

Outstanding at end of period 36,346 $ 38.11 28,946 $ 44.44

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.3 million for both the three months ended September 30, 2024 and 2023.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 1.0 million for both the nine months ended September 30, 2024 and 2023.

At September 30, 2024, unrecognized compensation cost related to RSAs totaled $ 0.8 million and was expected to be recognized over the remaining weighted average vesting period of 0.7 years.

Compensation expense for RSAs recognized in selling, general and administrative ("SG&A") expense on the condensed consolidated statements of operations was $ 0.3 million for both the three months ended March 31, 2025 and 2024.

At March 31, 2025, unrecognized compensation cost related to RSAs totaled $ 0.3 million and was expected to be recognized over the remaining weighted average vesting period of 0.2 years.

Time-Based RSUs

The following table summarizes the Company's Time-Based RSU activity for the nine months ended September 30, 2024 and 2023 :

The following table summarizes the Company's Time-Based RSU activity for the three months ended March 31, 2025 and 2024 :

Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value

4 unchanged sentences

Outstanding at end of period 716,387 $ 40.52 658,999 $ 42.11

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 2.8 million and $ 2.2 million for the three months ended September 30, 2024 and 2023, respectively.

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 7.8 million and $ 6.1 million for the nine months ended September 30, 2024 and 2023, respectively.

At September 30, 2024, unrecognized compensation cost related to Time-Based RSUs totaled $ 18.0 million and was expected to be recognized over the remaining weighted average vesting period of 2.4 years.

Compensation expense for Time-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 2.4 million and $ 2.3 million for the three months ended March 31, 2025 and 2024, respectively.

At March 31, 2025, unrecognized compensation cost related to Time-Based RSUs totaled $ 25.9 million and was expected to be recognized over the remaining weighted average vesting period of 3.2 years.

Performance-Based RSUs

The following table summarizes the Company's Performance-Based RSU award activity for the nine months ended September 30, 2024 and 2023 :

The following table summarizes the Company's Performance-Based RSU award activity for the three months ended March 31, 2025 and 2024 :

Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value

2 unchanged sentences

Forfeited ( 6,579 ) $ 62.57 ( 7,150 ) $ 47.70

Vested ( 377,197 ) $ 39.08 ( 293,934 ) $ 16.34

( 601,129 ) $ 42.34 ( 353,323 ) $ 39.10

Outstanding at end of period 1,567,017 $ 48.01 1,875,051 $ 47.39

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 6.4 million and $ 6.2 million for the three months ended September 30, 2024 and 2023, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $ 19.5 million and $ 18.8 million for the nine months ended September 30, 2024 and 2023, respectively.

At September 30, 2024, unrecognized compensation cost related to Performance-Based RSUs totaled $ 32.8 million and was expected to be recognized over the remaining weighted average vesting period of 1.3 years.

Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in the S&P 400 index at the grant date over the performance period of three years .

(a) The Performance-Based RSUs vested at 77 % of target, or 462,886 shares, and 200 % of target, or 706,646 shares, for the three months ended March 31, 2025 and 2024, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 5.6 million and $ 6.4 million for the three months ended March 31, 2025 and 2024, respectively.

At March 31, 2025, unrecognized compensation cost related to Performance-Based RSUs totaled $ 37.2 million and was expected to be recognized over the remaining weighted average vesting period of 1.6 years.

Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in the S&P MidCap 400 Index at the grant date over the performance period of three years .

The target number of RSUs may be adjusted from 0 % to 200 % based on the TSR attainment levels defined by the Company's Compensation Committee.

4 unchanged sentences

Stock Options

The following table summarizes the Company's stock option activity for the nine months ended September 30, 2024 :

The following table summarizes the Company's stock option activity for the three months ended March 31, 2025 :

WillScot Options Weighted-Average Exercise Price per Share Converted

3 unchanged sentences

Outstanding at end of period 534,188 $ 13.60 626,755 $ 13.05

Fully vested and exercisable options, September 30, 2024

Fully vested and exercisable options, March 31, 2025

534,188 $ 13.60 626,755 $ 13.05

The following table summarizes the Company's stock option activity for the nine months ended September 30, 2023:

The following table summarizes the Company's stock option activity for the three months ended March 31, 2024:

WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share

2 unchanged sentences

Outstanding at end of period 534,188 $ 13.60 825,742 $ 12.83

Fully vested and exercisable options, September 30, 2023

Fully vested and exercisable options, March 31, 2024

534,188 $ 13.60 825,742 $ 12.83

2 unchanged sentences

The Company assesses these matters on a case-by-case basis as they arise and establishes reserves as required.

As of September 30, 2024, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations, or cash flows.

As of March 31, 2025, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company's consolidated financial position, results of operations, or cash flows.

However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

NOTE 16 - (Loss) Earnings Per Share

NOTE 13 - Segment Reporting

The Company has one reportable segment.

Refer to Note 2 for revenue by geographic area and revenue by major product and service lines.

Refer to the Condensed Consolidated Balance Sheets for total assets.

Refer to the Condensed Consolidated Statements of Cash Flows for total expenditures for additions to long-lived assets.

The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization.

The Company reflects further adjustments to EBITDA (“Adjusted EBITDA”) to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core and ongoing business operations.

The measure of profit or loss used by the CODM to evaluate operating segment performance and allocate resources is Adjusted EBITDA.

Management believes that evaluating operating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company.

The Company considers Adjusted EBITDA to be an important metric because it reflects the business performance of the segments, inclusive of indirect costs.

The following table sets forth certain information regarding significant expense categories fo r the three months ended March 31, 2025 and 2024, respectively.

Three Months Ended March 31,

(in thousands) 2025 2024

Leasing and services revenue:

Unit leasing and other rental-related $ 338,051 $ 364,287

VAPS and third party leasing 96,339 96,314

Delivery revenue 49,035 56,186

Installation revenue 39,626 44,176

Sales revenue:

New units 22,437 13,499

Rental units 14,063 12,719

Total revenues 559,551 587,181

Costs of leasing and services:

Unit leasing 71,744 85,563

VAPS and third party leasing 16,326 16,831

Delivery 40,556 44,514

Installation 33,240 33,328

Costs of sales:

New units 15,198 8,273

Rental units 8,169 6,876

Employee SG&A expense (b)

68,266 70,640

Other segment items (c)

77,267 73,147

Adjusted EBITDA $ 228,785 $ 248,009

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(b) Employee SG&A expense consists of salaries and wages, bonuses, commissions, payroll taxes, and employee benefits.

(c) Other segment items consist of service agreements and professional fees, real estate and occupancy costs, travel, bad debt expense, marketing and advertising, taxes, and other miscellaneous expenses.

The following table presents reconciliations of the Company’s net income to Adjusted EBITDA for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended March 31,

(in thousands) 2025 2024

Net income $ 43,055 $ 56,240

Income tax expense 17,910 17,118

Interest expense, net 58,469 56,588

Depreciation and amortization 97,092 92,828

Currency losses, net 223 77

Restructuring costs, lease impairment expense and other related charges 702 746

Transaction costs 34 —

Integration costs 227 2,877

Stock compensation expense 8,341 9,099

Other 2,732 12,436

Adjusted EBITDA $ 228,785 $ 248,009

NOTE 14 - Earnings Per Share

The following table reconciles the weighted average shares outstanding for the basic earnings per share calculation to the weighted average shares outstanding for the diluted earnings per share calculation:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

(Loss) income from continuing operations $ ( 70,475 ) $ 91,516 $ ( 61,086 ) $ 255,516

Income from discontinued operations — — — 134,613

Net (loss) income $ ( 70,475 ) $ 91,516 $ ( 61,086 ) $ 390,129

Net income $ 43,055 $ 56,240

Weighted average Common Shares outstanding – basic 183,681 190,138

Dilutive effect of shares outstanding

RSAs — 5 — 16

Dilutive effect of outstanding securities:

Time-based RSUs 88 255

1 unchanged sentence

Stock options 811 976

Weighted average Common Shares outstanding – diluted 188,281 199,258 189,362 204,461

The following common shares that the Company may be obligated to issue were excluded from the computation of diluted EPS because their effect would have been anti-dilutive:

Three Months Ended September 30, Nine Months Ended September 30,

Weighted average Common Shares outstanding – dilutive 185,302 193,065

The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive:

Three Months Ended March 31,

(in thousands) 2025 2024

RSAs 32 — 32 —

Time-based RSUs 567 270

Performance-based RSUs 1,011 661

Stock Options 1,356 — 1,356 —

Total anti-dilutive shares 3,813 368 3,813 388

NOTE 17 - Restructuring

In June 2024, the Company implemented a cost-reduction plan to be completed by the end of 2024.

During the three and nine months ended September 30, 2024, r estructuring costs incurred under this plan i ncluded employee termination costs of $ 2.3 million and $ 8.5 million, respectively.

The following is a summary of the activity in the Company’s restructuring accrual for the three and nine months ended September 30, 2024 :

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2024 2024

Beginning balance $ 5,693 $ —

Charges 2,334 8,540

Cash payments ( 5,185 ) ( 5,698 )

Ending balance $ 2,842 $ 2,842

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