What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 176 added, 108 removed, 483 unchanged (37% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

(in thousands, except share amounts) June 30, 2025 (unaudited)

December 31, 2024

Cash and cash equivalents $ 12,850 $ 9,001

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

Trade receivables, net of allowances for credit losses at June 30, 2025 and December 31, 2024 of $ 88,360 and $ 101,693 , respectively

414,137 430,381

26 unchanged sentences

Preferred Stock:

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

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2025 and December 31, 2024

Common Stock:

$ 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

$ 0.0001 par, 500,000,000 shares authorized and 182,236,993 and 183,564,899 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in-capital 1,756,797 1,836,165

7 unchanged sentences

Three Months Ended

(in thousands, except share data) 2025 2024

June 30, Six Months Ended

(in thousands, except share and per share amounts) 2025 2024 2025 2024

Leasing and services revenue:

16 unchanged sentences

Other depreciation and amortization 24,188 18,135 47,328 36,055

Currency losses, net 223 77

Impairment loss on intangible asset — 132,540 — 132,540

Currency (gains) losses, net ( 79 ) ( 42 ) 144 35

Other expense, net 38 924 461 1,555

Operating income 119,434 129,946

Operating income (loss) 126,900 ( 5,232 ) 246,334 124,714

Interest expense, net 58,977 55,548 117,446 112,136

Income before income tax 60,965 73,358

Income tax expense 17,910 17,118

Net income $ 43,055 $ 56,240

Earnings per share:

Income (loss) before income tax 67,923 ( 60,780 ) 128,888 12,578

Income tax expense (benefit) 19,984 ( 13,929 ) 37,894 3,189

Net income (loss) $ 47,939 $ ( 46,851 ) $ 90,994 $ 9,389

Earnings (loss) per share:

Basic $ 0.26 $ ( 0.25 ) $ 0.50 $ 0.05

5 unchanged sentences

WillScot Holdings Corporation

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended

June 30, Six Months Ended

(in thousands)

Net income $ 43,055 $ 56,240

Other comprehensive (loss) income:

2025 2024 2025 2024

Net income (loss) $ 47,939 $ ( 46,851 ) $ 90,994 $ 9,389

Other comprehensive income (loss):

Foreign currency translation adjustment, net of income tax expense of $ 0

16,278 ( 4,154 ) 16,439 ( 9,702 )

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.

Net (loss) gain on derivatives, net of income tax (benefit) expense of $( 1,298 ) and $ 535 for the three months ended June 30, 2025 and 2024, respectively, and $( 3,991 ) and $ 5,050 for the six months ended June 30, 2025 and 2024, respectively

( 3,922 ) 1,624 ( 12,063 ) 15,164

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

Total comprehensive income $ 35,075 $ 64,232

Total other comprehensive income (loss) 12,356 ( 2,530 ) 4,376 5,462

Total comprehensive income (loss) $ 60,295 $ ( 49,381 ) $ 95,370 $ 14,851

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

1 unchanged sentence

Condensed Consolidated Statements of Changes in Equity

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

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

9 unchanged sentences

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

Three Months Ended March 31, 2024

Net income — — — — 47,939 47,939

Other comprehensive income — — — 12,356 — 12,356

Withholding taxes on net share settlement of stock-based compensation — — ( 265 ) — — ( 265 )

Common Stock-based award activity 63 — 8,373 — — 8,373

Repurchase and cancellation of Common Stock ( 1,533 ) — ( 40,079 ) — — ( 40,079 )

Cash dividends declared — — ( 12,899 ) — — ( 12,899 )

Issuance of Common Stock from the exercise of options 598 — 7,808 — — 7,808

Balance at June 30, 2025 182,237 $ 19 $ 1,756,797 $ ( 66,251 ) $ ( 655,970 ) $ 1,034,595

Six Months Ended June 30, 2024

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

7 unchanged sentences

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 — — — ( 2,530 ) — ( 2,530 )

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

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

4 unchanged sentences

Provision for credit losses 19,756 23,196

Impairment loss on intangible asset — 132,540

Gain on sale of rental equipment and other property, plant and equipment ( 14,338 ) ( 12,523 )

1 unchanged sentence

Stock-based compensation expense 16,714 18,713

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

Unrealized currency gains, net 205 46

Deferred income tax expense (benefit) 1,129 ( 22,995 )

Unrealized currency losses (gains), net 133 ( 25 )

Other 1,990 2,070

13 unchanged sentences

Proceeds from sale of property, plant and equipment 1,593 215

Purchase of investments ( 63 ) ( 2,792 )

Purchases of investments ( 68 ) ( 3,245 )

Maturities of marketable securities 600 —

Net cash used in investing activities ( 273,099 ) ( 193,329 )

17 unchanged sentences

Capital expenditures accrued or payable $ 16,035 $ 15,695

Accrued Common Stock repurchases $ 10,000 $ —

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

13 unchanged sentences

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.

The results of operations for the three and six months ended June 30, 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.

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

ASU 2023-09 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 jurisdiction;

pretax income (or loss) from continuing operations;

12 unchanged sentences

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

NOTE 2 - Business Combination and Acquisition

Business Combination

During the six months ended June 30, 2025, the Company acquired a regional provider of climate-controlled containers and trailers for $ 115.6 million, net of cash acquired, which consisted primarily of approximately 2,100 temperature-controlled units.

As of the acquisition date, the fair value of the goodwill recognized was $ 54.1 million, the fair value of the intangible assets acquired was $ 18.7 million, and the fair value of rental equipment acquired was $ 37.0 million.

The preliminary accounting for the transaction, including the valuation of acquired rental equipment and intangible assets, is based

on the best estimates of management and is subject to revision based on the final valuations.

Goodwill recognized is attributable to expected operating synergies, assembled workforce, and the going concern value of the acquired business.

Goodwill recorded for this acquisition is deductible for tax purposes.

Revenue and earnings from the business combination following the acquisition date are not available, as the business was integrated into the Company's centralized financial and operational processes following the acquisition.

Asset Acquisition

During the six months ended June 30, 2025, the Company acquired certain assets and assumed certain liabilities of one local provider of clearspan solutions for $ 18.2 million in cash.

As of the acquisition date, the fair value of rental equipment acquired was $ 16.4 million.

NOTE 3 - Revenue

1 unchanged sentence

Geographic Areas

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

The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2025 and 2024 as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

8 unchanged sentences

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:

The Company’s revenue by major product and service line for the three and six months ended June 30, 2025 and 2024 was as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

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(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.

(b) Includes $ 9.5 million and $ 10.1 million of service revenue for the three months ended June 30, 2025 and 2024, respectively, and $ 18.7 million and $ 20.1 million of service revenue for the six months ended June 30, 2025 and 2024, respectively.

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

Leasing and Services Revenue

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.

The majority of revenue ( 74 % for both the three months ended June 30, 2025 and 2024, and 75 % for both the six months ended June 30, 2025 and 2024) was generated by lease income subject to the guidance of Accounting Standards Update No.

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

7 unchanged sentences

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 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.

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

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

8 unchanged sentences

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

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.

As of June 30, 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 and six months ended June 30, 2025, $ 23.1 million and $ 57.8 million, respectively, 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.

9 unchanged sentences

(in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Raw materials $ 40,112 $ 39,823

4 unchanged sentences

(in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Modular space units $ 3,774,232 $ 3,658,086

4 unchanged sentences

Rental equipment, net $ 3,424,524 $ 3,377,939

NOTE 5 - Intangible Assets

NOTE 6 - Goodwill and Intangible Assets

Changes in the carrying amount of goodwill were as follows:

(in thousands)

Balance at December 31, 2023 $ 1,176,635

Additions from acquisitions 26,948

Effects of movements in foreign exchange rates ( 2,230 )

Balance at December 31, 2024 1,201,353

Additions from acquisitions 54,478

Effects of movements in foreign exchange rates 1,433

Balance at June 30, 2025 $ 1,257,264

Intangible Assets

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

March 31, 2025

June 30, 2025

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

17 unchanged sentences

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

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:

Amortization expense related to intangible assets was $ 11.8 million and $ 7.3 million for the three months ended June 30, 2025 and 2024, respectively, and $ 23.1 million and $ 14.7 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the expected future amortization expense for intangible assets was as follows for the years ended December 31:

(in thousands)

2025 (remaining) $ 22,704

Thereafter 3,895

Total $ 121,794

1 unchanged sentence

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 March 31, 2025 December 31, 2024

(in thousands, except rates) Interest rate Year of maturity June 30, 2025 December 31, 2024

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

8 unchanged sentences

Total long-term debt $ 3,672,856 $ 3,683,502

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

Maturities of debt, including finance leases, during the periods subsequent to June 30, 2025 are as follows:

(in thousands)

12 unchanged sentences

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

The applicable margins are subject to one step down of 0.25 % or one step up of 0.25 % based on the Company's leverage ratio and excess availability from the prior quarter.

The applicable margins

are subject to one step down of 0.25 % or one step up of 0.25 % based on the Company's leverage ratio and excess availability from the prior quarter.

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

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 %.

As of June 30, 2025, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.31 %.

Refer to Note 10 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 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.

At June 30, 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 $ 197.6 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.

At June 30, 2025, the available capacity was $ 193.5 million of letters of credit and $ 220.0 million of swingline loans.

At June 30, 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 June 30, 2025.

The Company had approximately $ 1.6 billion of outstanding borrowings under the ABL Facility at June 30, 2025.

Debt issuance costs of $ 14.1 million and $ 19.0 million were included in the carrying value of the ABL Facility at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Company had no outstanding principal borrowings on the Multicurrency Facility and $ 1.1 million of related debt issuance costs, which were recorded in other non-current assets on the condensed consolidated balance sheet.

Senior Secured Notes

4 unchanged sentences

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.

Unamortized deferred financing costs pertaining to the 2030 Secured Notes were $ 6.4 million as of June 30, 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.

6 unchanged sentences

Finance Leases

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.

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

At June 30, 2025 and December 31, 2024, obligations under the finance leases were $ 154.7 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.

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of June 30, 2025.

NOTE 8 – Equity

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 .

In connection with the stock compensation vesting and stock option exercises described in Note 12, the Company issued 1,300,135 shares of Common Stock during the six months ended June 30, 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.

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

In May 2025, the Board of Directors declared a quarterly dividend of $ 0.07 per share, totaling $ 12.9 million.

Dividends paid were $ 25.6 million for the six months ended June 30, 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 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 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

During the six months ended June 30, 2025 , the Company repurchased 2,628,041 shares of Common Stock for $ 71.9 million, excluding excise tax.

As of June 30, 2025, $ 750.0 million of the authorization for future repurchases of Common Stock remained available.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2025 and 2024 were as follows:

Six Months Ended June 30, 2025

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

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

2 unchanged sentences

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

Three Months Ended March 31, 2024

Other comprehensive income (loss) before reclassifications 16,278 ( 1,469 ) 14,809

Reclassifications from AOCI to income — ( 2,453 ) ( 2,453 )

Balance at June 30, 2025 $ ( 64,281 ) $ ( 1,970 ) $ ( 66,251 )

Six Months Ended June 30, 2024

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

3 unchanged sentences

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.

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 )

The Company reclassified amounts from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps.

Associated with these reclassifications, t he Company recorded tax expense of $ 0.7 million and $ 1.6 million for the three months ended June 30, 2025 and 2024, respectively, and tax expense of $ 1.3 million and $ 3.0 million for the six months ended June 30, 2025 and 2024, respectively.

Th e interest rate swaps are discussed in Note 10.

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 9 – Income Taxes

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.

The Company recorded $ 20.0 million and $ 37.9 million of income tax expense for the three and six months ended June 30, 2025, respectively, and $ 13.9 million of income tax benefit and $ 3.2 million of income tax expense for the three and six months ended June 30, 2024, respectively.

The Company’s effective tax rate was 29.4 % for both the three and six months ended June 30, 2025.

The Company's effective tax rate for the three and six months ended June 30, 2024 was 22.9 % and 25.4 %, respectively.

The effective tax rate for the three and six months ended June 30, 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 and six months ended June 30, 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.

On July 4, 2025, the United States Congress passed the budget reconciliation bill H.R.

1 referred to as the One Big Beautiful Bill (“OBBB”).

The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation.

The Company is in the process of evaluating the effect of the OBBB on its financial statements.

NOTE 10 - Derivatives

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The swap agreements terminate on June 30, 2027.

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

At June 30, 2025, the floating rate that the Company received under the terms of these swap agreements was 4.32 % for the swap agreements entered in January 2023 and 4.31 % for the swap agreements entered in January 2024.

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

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

(in thousands) Balance Sheet Location June 30, 2025 December 31, 2024

Cash Flow Hedges:

3 unchanged sentences

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 11), and reflected the amount that the Company would receive or pay 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 three months ended March 31, 2025 and 2024 :

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2025 2024

10 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 March 31, 2025 and December 31, 2024 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 June 30, 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.

1 unchanged sentence

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

7 unchanged sentences

Total $ 1,977,235 $ 2,054,860 $ 2,007,661 $ 2,024,984

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 June 30, 2025, the carrying values of the 2028 Secured Notes, the 2029 Secured Notes, the 2030 Secured Notes, and the 2031 Secured Notes included $ 3.9 million, $ 7.0 million, $ 6.4 million, and $ 5.5 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.

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Stock-based compensation expense includes grants of stock options, time-based restricted stock units ("Time-Based RSUs") and performance-based restricted stock units ("Performance-Based RSUs," together with Time-Based RSUs, the "RSUs").

In addition, stock-based payments to non-executive directors include grants of restricted stock awards ("RSAs").

In addition, stock-based payments to non-executive directors and employees include grants of restricted stock awards ("RSAs").

Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot's Common Stock on the grant date.

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Restricted Stock Awards

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

The following table summarizes the Company's RSA activity for the six months ended June 30, 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 64,070 $ 27.86 32,332 $ 38.20

Vested ( 32,332 ) $ 38.20 ( 25,483 ) $ 44.59

Outstanding at end of period 68,084 $ 28.42 35,795 $ 38.69

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.

Compensation expense for RSAs recognized in selling, general and administrative ("SG&A") expense on the condensed consolidated statements of operations was $ 0.4 million and $ 0.3 million for the three months ended June 30, 2025 and 2024, respectively.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.7 million and $ 0.6 million for the six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, unrecognized compensation cost related to RSAs totaled $ 1.7 million and was expected to be recognized over the remaining weighted average vesting period of 0.9 years.

Time-Based RSUs

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

The following table summarizes the Company's Time-Based RSU activity for the six months ended June 30, 2025 and 2024 :

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

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Outstanding at end of period 694,539 $ 40.52 655,888 $ 42.11

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.

Compensation expense for Time-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 2.6 million and $ 2.7 million for the three months ended June 30, 2025 and 2024, respectively.

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 5.1 million and $ 5.0 million for the six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, unrecognized compensation cost related to Time-Based RSUs totaled $ 22.5 million and was expected to be recognized over the remaining weighted average vesting period of 2.9 years.

Performance-Based RSUs

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

The following table summarizes the Company's Performance-Based RSU award activity for the six months ended June 30, 2025 and 2024 :

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

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Outstanding at end of period 1,523,444 $ 47.65 1,872,236 $ 47.40

(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.

(a) The Performance-Based RSUs vested at a weighted average of 78 % of target, or 482,083 shares, and 200 % of target, or 706,646 shares, during the six months ended June 30, 2025 and 2024, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 5.3 million and $ 6.6 million for the three months ended June 30, 2025 and 2024, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $ 10.9 million and $ 13.1 million for the six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, unrecognized compensation cost related to Performance-Based RSUs totaled $ 30.6 million and was expected to be recognized over the remaining weighted average vesting period of 1.4 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 .

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Stock Options

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

The following table summarizes the Company's stock option activity for the six months ended June 30, 2025 :

WillScot Options Weighted-Average Exercise Price per Share Converted

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Outstanding at end of period 534,188 $ 13.60 28,685 $ 12.86

Fully vested and exercisable options, March 31, 2025

Fully vested and exercisable options, June 30, 2025

534,188 $ 13.60 28,685 $ 12.86

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

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

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

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Outstanding at end of period 534,188 $ 13.60 822,153 $ 12.82

Fully vested and exercisable options, March 31, 2024

Fully vested and exercisable options, June 30, 2024

534,188 $ 13.60 822,153 $ 12.82

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

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.

As of June 30, 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.

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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.

The measure of profit or loss used by the Chief Operating Decision Maker ("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,

The following table sets forth certain information regarding significant expense categories fo r the three and six months ended June 30, 2025 and 2024, respectively.

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

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(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,

The following table presents reconciliations of the Company’s net income to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024, respectively:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

Net income $ 43,055 $ 56,240

Income tax expense 17,910 17,118

Net income (loss) $ 47,939 $ ( 46,851 ) $ 90,994 $ 9,389

Income tax expense (benefit) 19,984 ( 13,929 ) 37,894 3,189

Interest expense, net 58,977 55,548 117,446 112,136

Depreciation and amortization 112,632 93,746 209,724 186,574

Currency losses, net 223 77

Currency (gains) losses, net ( 79 ) ( 42 ) 144 35

Restructuring costs, lease impairment expense and other related charges 205 6,183 907 6,929

Impairment loss on intangible asset — 132,540 — 132,540

Transaction costs 1,125 40 1,159 40

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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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

Net income $ 43,055 $ 56,240

Net income (loss) $ 47,939 $ ( 46,851 ) $ 90,994 $ 9,389

Weighted average Common Shares outstanding – basic 182,468 189,680 183,071 189,909

Dilutive effect of outstanding securities:

RSAs 20 — 21 19

Time-based RSUs 11 — 50 186

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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,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

RSAs — 36 — —

Time-based RSUs 634 656 601 342

Performance-based RSUs 968 1,872 989 661

Stock Options — 1,356 — —

Total anti-dilutive shares 1,602 3,920 1,590 1,003

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