What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-07-31 · 210 added, 151 removed, 508 unchanged (42% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

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

December 31, 2024

Cash and cash equivalents $ 14,757 $ 9,001

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

Trade receivables, net of allowances for credit losses at September 30, 2025 and December 31, 2024 of $ 74,325 and $ 101,693 , respectively

403,679 430,381

26 unchanged sentences

Preferred Stock:

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

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

Common Stock:

$ 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

$ 0.0001 par, 500,000,000 shares authorized and 181,941,675 and 183,564,899 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in-capital 1,745,472 1,836,165

5 unchanged sentences

WillScot Holdings Corporation

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

17 unchanged sentences

Other depreciation and amortization 24,424 23,108 71,752 59,163

Termination fee — 180,000 — 180,000

Impairment loss on intangible asset — — — 132,540

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

Currency losses (gains), net 100 ( 129 ) 244 ( 94 )

Other expense, net 589 380 1,050 1,935

7 unchanged sentences

Diluted $ 0.24 $ ( 0.37 ) $ 0.73 $ ( 0.32 )

Weighted average shares:

Weighted average shares outstanding:

Basic 182,003,961 188,281,346 182,711,448 189,362,364

2 unchanged sentences

WillScot Holdings Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands)

1 unchanged sentence

Net income (loss) $ 43,332 $ ( 70,475 ) $ 134,326 $ ( 61,086 )

Other comprehensive income (loss):

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

Other comprehensive (loss) income:

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

( 5,820 ) 1,952 10,619 ( 7,750 )

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

Net loss on derivatives, net of income tax benefit of $ 236 and $ 8,183 for the three months ended September 30, 2025 and 2024, respectively, and $ 4,227 and $ 3,134 for the nine months ended September 30, 2025 and 2024, respectively

( 712 ) ( 24,570 ) ( 12,775 ) ( 9,406 )

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

Total other comprehensive loss ( 6,532 ) ( 22,618 ) ( 2,156 ) ( 17,156 )

Total comprehensive income (loss) $ 36,800 $ ( 93,093 ) $ 132,170 $ ( 78,242 )

1 unchanged sentence

WillScot Holdings Corporation

Condensed Consolidated Statements of Changes in Equity

Six Months Ended June 30, 2025

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Nine Months Ended September 30, 2025

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

17 unchanged sentences

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

Six Months Ended June 30, 2024

Net income — — — — 43,332 43,332

Other comprehensive loss — — — ( 6,532 ) — ( 6,532 )

Withholding taxes on net share settlement of stock-based compensation — — ( 26 ) — — ( 26 )

Common Stock-based award activity 2 — 9,964 — — 9,964

Repurchase and cancellation of Common Stock ( 297 ) — ( 8,356 ) — — ( 8,356 )

Cash dividends declared — — ( 12,907 ) — — ( 12,907 )

Balance at September 30, 2025 181,942 $ 19 $ 1,745,472 $ ( 72,783 ) $ ( 612,638 ) $ 1,060,070

Nine Months Ended September 30, 2024

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

13 unchanged sentences

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 — — ( 1,429 ) — — ( 1,429 )

Common Stock-based award activity 45 — 9,534 — — 9,534

Repurchase and cancellation of Common Stock ( 1,588 ) — ( 62,269 ) — — ( 62,269 )

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

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

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

WillScot Holdings Corporation

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

(in thousands)

Operating activities:

Net income $ 90,994 $ 9,389

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

Net income (loss) $ 134,326 $ ( 61,086 )

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

Depreciation and amortization 317,782 285,894

57 unchanged sentences

All intercompany balances and transactions are eliminated in consolidation.

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.

The results of operations for the three and nine months ended September 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.

Recently Issued Accounting Standards

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

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

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

2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09").

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 jurisdiction;

pretax income (or loss) from continuing operations;

and income tax expense (or benefit).

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

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

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.

Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate and their income taxes paid.

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

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

In November 2024, the FASB issued ASU 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.

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

The Company is evaluating the impact of ASU 2024-03 on its disclosures.

In September 2025, the FASB issued ASU No.

2025-06 Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06") to modernize the accounting guidance for costs incurred to develop internal-use software, including which costs are required to be recognized as an asset.

ASU 2025-06 is effective for annual and interim reporting periods beginning after December 15, 2027.

The Company is evaluating the impact of ASU 2025-06 on its accounting and disclosures.

Recently Adopted Accounting Standard

In July 2025, the FASB issued ASU No.

2025-05 Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), which provides a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets.

ASU 2025-05 is effective for annual and interim reporting periods beginning after December 15, 2025 and may be early adopted.

Effective July 1, 2025, the Company early adopted ASU 2025-05, electing the practical expedient permitting an entity to assume that current conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

The adoption of ASU 2025-05 did not have a material impact on the Company's financial statements or 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.

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

As of the acquisition date, the fair value of the goodwill recognized was $ 54.5 million, the fair value of the intangible assets acquired was $ 18.7 million, and the fair value of rental equipment acquired was $ 36.6 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.

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

1 unchanged sentence

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.

Asset Acquisitions

During the nine months ended September 30, 2025, the Company acquired $ 23.2 million in rental fleet assets from two companies for $ 25.8 million in cash.

NOTE 3 - Revenue

1 unchanged sentence

Geographic Areas

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

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(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 and six months ended June 30, 2025 and 2024 was as follows:

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

13 unchanged sentences

(a) Includes revenue from clearspan structures.

(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.

(b) Includes $ 9.6 million and $ 10.3 million of service revenue for the three months ended September 30, 2025 and 2024, respectively, and $ 28.3 million and $ 30.4 million of service revenue for the nine months ended September 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 write-offs of specific uncollectible lease receivables recorded as a reduction to revenue of $ 24.5 million and $ 9.0 million, for the three months ended September 30, 2025 and 2024, respectively, and $ 50.2 million and $ 21.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Leasing and Services Revenue

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.

The majority of revenue ( 75 % and 74 % for the three months ended September 30, 2025 and 2024, and 75 % for both the nine months ended September 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").

8 unchanged sentences

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.

The Company has elected the practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

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.

Activity in the allowance for credit losses was as follows:

Activity in the allowance for credit losses for the three and nine months ended September 30, 2025 and 2024 was as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Provision for credit losses, net of recoveries 17,823 22,121 37,579 45,317

Write-offs recorded as a reduction to revenue ( 19,571 ) ( 8,605 ) ( 33,336 ) ( 15,659 )

Write-offs to leasing revenue ( 24,510 ) ( 9,048 ) ( 50,172 ) ( 20,991 )

Write-offs to delivery and installation revenue ( 5,730 ) ( 2,331 ) ( 11,737 ) ( 5,401 )

Write-offs to new units sales revenue ( 955 ) ( 245 ) ( 1,956 ) ( 568 )

Write-offs to rental units sales revenue ( 637 ) ( 245 ) ( 1,303 ) ( 568 )

Total write-offs recorded as a reduction to revenue ( 31,832 ) ( 11,869 ) ( 65,168 ) ( 27,528 )

Foreign currency translation and other ( 26 ) ( 81 ) 221 ( 204 )

Balance at end of period $ 74,325 $ 99,241 $ 74,325 $ 99,241

The Company had an increase to write-offs of accounts receivable due to the age of the receivables and a conclusion that collectibility was no longer probable.

The majority of balances written off were previously fully reserved.

Contract Assets and Liabilities

2 unchanged sentences

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

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.

As of September 30, 2025 and December 31, 2024, the Company recorded deferred revenue related to service revenue billed in advance of $ 136.2 million and $ 139.4 million , respectively.

During the three and nine months ended September 30, 2025, respectively, the Company recognized revenue of $ 21.0 million and $ 78.8 million for service revenue billed in advance that was recorded as deferred revenue as of December 31, 2024.

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)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials $ 40,275 $ 39,823

1 unchanged sentence

Inventories $ 43,452 $ 47,473

NOTE 5 - Leases

On September 30, 2025, a lease for office space commenced with an initial lease term of 12 years.

The Company recognized an operating lease right-of-use asset of $ 32.0 million and a lease liability of $ 30.4 million.

NOTE 6 - Rental Equipment

1 unchanged sentence

(in thousands)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Modular space units $ 3,803,179 $ 3,658,086

13 unchanged sentences

Effects of movements in foreign exchange rates 809

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

Balance at September 30, 2025 $ 1,257,006

Intangible Assets

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

June 30, 2025

September 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 $ 11.8 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:

Amortization expense related to intangible assets was $ 11.5 million and $ 11.9 million for the three months ended September 30, 2025 and 2024, respectively, and $ 34.6 million and $ 26.6 million for the nine months ended September 30, 2025 and 2024, respectively.

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

(in thousands)

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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 June 30, 2025 December 31, 2024

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

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

8 unchanged sentences

Total long-term debt $ 3,590,015 $ 3,683,502

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

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

(in thousands)

6 unchanged sentences

("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:

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 3.3 billion (the “US Facility”), (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the "ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $ 750.0 million and the amount of suppressed availability (as defined in the ABL Facility), plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval.

The ABL Facility is scheduled to mature on June 30, 2027.

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

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 %.

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 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 %.

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

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 3.3 billion (the “US Facility”), (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the "ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros, and (iii) an accordion feature that permitted the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $ 750.0 million and the amount of suppressed availability (as defined in the ABL Facility), plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval.

The ABL Facility was scheduled to mature on June 30, 2027.

At September 30, 2025, the applicable margin for Term Canadian Overnight Repo Rate Average ("CORRA"), Term Secured Overnight Financing Rate ("SOFR"), British Pounds Sterling and Euro loans was 1.50 %.

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

The applicable margin for base rate and Canadian Prime

Rate loans was 0.50 %.

The applicable margins were 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 required the payment of a commitment fee on the unused available borrowings of 0.20 % annually.

As of September 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 5.25 %.

Refer to Note 11 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 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 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.

At September 30, 2025, 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 $ 190.0 million under the Multicurrency Facility.

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

At September 30, 2025, the available capacity was $ 193.5 million of letters of credit and $ 219.3 million of swingline loans.

The Company had issued $ 26.5 million of standby letters of credit under the ABL Facility at September 30, 2025.

At September 30, 2025, letters of credit and bank guarantees carried fees of 1.625 %.

The Company had approximately $ 1.5 billion of outstanding borrowings under the ABL Facility at September 30, 2025.

Debt issuance costs of $ 13.3 million and $ 19.0 million were included in the carrying value of the ABL Facility at September 30, 2025 and December 31, 2024, respectively.

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, subject to customary exclusions.

Refer to Note 17 for details on financing activities completed subsequent to September 30, 2025 whereby the Company amended its ABL Facility to reduce borrowing costs and extend the maturity date to October 16, 2030.

After giving effect to the extension, the Company has no maturities of debt until 2028 other than for finance leases.

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 $ 6.4 million as of June 30, 2025.

Unamortized deferred financing costs pertaining to the 2030 Secured Notes were $ 6.1 million as of September 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.

7 unchanged sentences

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.

At September 30, 2025 and December 31, 2024, obligations under the finance leases were $ 154.9 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 June 30, 2025.

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

NOTE 9 – Equity

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 .

In connection with the stock compensation vesting and stock option exercises described in Note 13, the Company issued 1,301,622 shares of Common Stock during the nine months ended September 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 $ 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.

Dividends are subject to declaration by the Board of Directors and requirements of the ABL Facility, Secured Notes, and Delaware law.

Under the program, 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, May, and July 2025, the Board of Directors declared quarterly dividends of $ 0.07 per share, totaling $ 13.0 million, $ 12.9 million, and $ 12.9 million, respectively.

Dividends paid were $ 38.4 million for the nine months ended September 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 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.

During the nine months ended September 30, 2025 , the Company repurchased 2,924,846 shares of Common Stock for $ 80.2 million, excluding excise tax.

As of September 30, 2025, $ 741.7 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

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

Nine Months Ended September 30, 2025

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

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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

Other comprehensive (loss) income before reclassifications ( 5,820 ) 1,770 ( 4,050 )

Reclassifications from AOCI to income — ( 2,482 ) ( 2,482 )

Balance at September 30, 2025 $ ( 70,101 ) $ ( 2,682 ) $ ( 72,783 )

Nine Months Ended September 30, 2024

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

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

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

Other comprehensive income (loss) before reclassifications 1,952 ( 18,973 ) ( 17,021 )

Reclassifications from AOCI to income — ( 5,597 ) ( 5,597 )

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

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.

Associated with these reclassifications, t he Company recorded tax expense of $ 0.7 million and $ 1.5 million for the three months ended September 30, 2025 and 2024, respectively, and tax expense of $ 2.1 million and $ 4.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Th e interest rate swaps are discussed in Note 11.

NOTE 10 – Income Taxes

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.

The Company recorded $ 17.0 million and $ 54.9 million of income tax expense for the three and nine months ended September 30, 2025, respectively, and $ 20.6 million and $ 17.4 million of income tax benefit for the three and nine months ended September 30, 2024, respectively.

The Company’s effective tax rate was 28.2 % and 29.0 % for the three and nine months ended September 30, 2025, 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 effective tax rate for the three and nine months ended September 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 nine months ended September 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 equity compensation.

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

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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.

The Company has evaluated the legislation and does not expect a material impact to its annual effective rate or financial statements.

NOTE 11 - Derivatives

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The swap agreements terminate on June 30, 2027.

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.

At September 30, 2025, the floating rate that the Company received under the terms of these swap agreements was 4.17 % for the swap agreements entered in January 2023 and 4.14 % 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 June 30, 2025 December 31, 2024

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

Cash Flow Hedges:

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

Interest rate swaps Accrued expenses $ ( 530 ) $ —

Interest rate swaps Other non-current liabilities $ ( 4,086 ) $ —

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 12), 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 six months ended June 30, 2025 and 2024 :

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024

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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 June 30, 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 September 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.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

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Total $ 1,978,366 $ 2,040,770 $ 2,007,661 $ 2,024,984

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.

As of September 30, 2025, the carrying values of the 2028 Secured Notes, the 2029 Secured Notes, the 2030 Secured Notes, and the 2031 Secured Notes included $ 3.6 million, $ 6.6 million, $ 6.1 million, and $ 5.4 million, respectively, of unamortized debt issuance costs, which were presented as direct reductions of the corresponding liabilities.

The location and the fair value of derivative assets and liabilities in the condensed consolidated balance sheets are disclosed in Note 11.

NOTE 13 - Stock-Based Compensation

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 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.

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

Stock options are valued based on the Black-Scholes option-pricing model.

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

Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSU's market condition.

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Restricted Stock Awards

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

The following table summarizes the Company's RSA activity for the nine months ended September 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 68,084 $ 28.42 32,332 $ 38.20

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.

Compensation expense for RSAs recognized in selling, general and administrative ("SG&A") expense on the condensed consolidated statements of operations was $ 0.5 million and $ 0.3 million for the three months ended September 30, 2025 and 2024, respectively.

Compensation expense for RSAs recognized in SG&A expense was $ 1.2 million and $ 1.0 million for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, unrecognized compensation cost related to RSAs totaled $ 1.2 million and was expected to be recognized over the remaining weighted average vesting period of 0.6 years.

Time-Based RSUs

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

The following table summarizes the Company's Time-Based RSU activity for the nine months ended September 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 958,607 $ 35.92 592,199 $ 43.87

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.

Compensation expense for Time-Based RSUs recognized in SG&A expense was $ 3.3 million and $ 2.8 million for the three months ended September 30, 2025 and 2024, respectively.

Compensation expense for Time-Based RSUs recognized in SG&A expense was $ 8.4 million and $ 7.8 million for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, unrecognized compensation cost related to Time-Based RSUs totaled $ 24.8 million and was expected to be recognized over the remaining weighted average vesting period of 2.7 years.

Performance-Based RSUs

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

The following table summarizes the Company's Performance-Based RSU activity for the nine months ended September 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 1,508,043 $ 47.59 1,832,002 $ 47.37

(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.

(a) The Performance-Based RSUs vested at a weighted average of 78 % of target, or 482,083 shares, and 198 % of target, or 745,323 shares, during the nine months ended September 30, 2025 and 2024, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense was $ 5.6 million and $ 6.4 million for the three months ended September 30, 2025 and 2024, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense was $ 16.6 million and $ 19.5 million for the nine months ended September 30, 2025 and

2024, respectively.

At September 30, 2025, unrecognized compensation cost related to Performance-Based RSUs totaled $ 21.7 million and was expected to be recognized over the remaining weighted average vesting period of 1.1 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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The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee.

The target payout for the 555,790 Performance-Based RSUs is tied to a stock price of $ 47.50 , with a payout ranging from 0 RSUs (for a stock price less than $ 42.50 ) to 1,333,334 RSUs (for a stock price of $ 60.00 or greater).

The target payout is tied to a stock price of $ 47.50 , with a payout ranging from 0 RSUs (for achieving a stock price less than $ 42.50 ) to 1,333,334 RSUs (for a stock price of $ 60.00 or greater.

Stock Options

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

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

WillScot Options Weighted-Average Exercise Price per Share Converted

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Outstanding at beginning of period 534,188 $ 13.60 814,889 $ 12.77

Granted 220,000 $ 23.39 — $ —

Exercised — $ — ( 786,204 ) $ 12.77

Outstanding at end of period 754,188 $ 16.46 28,685 $ 12.86

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 six months ended June 30, 2024:

Fully vested and exercisable at end of period 534,188 $ 13.60 28,685 $ 12.86

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

534,188 $ 13.60 822,153 $ 12.82

Fully vested and exercisable at end of period 534,188 $ 13.60 822,153 $ 12.82

At September 30, 2025, the intrinsic value of stock options outstanding was $ 3.7 million, and the intrinsic value of stock options fully vested and exercisable was $ 4.2 million.

At September 30, 2025, the weighted-average remaining contractual term of options fully vested and exercisable was 2.5 years for WillScot options and 2.3 years for converted Mobile Mini options.

The weighted-average remaining contractual term of all outstanding Willscot options was 5.5 years.

The total pre-tax intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024 was $ 11.8 million and $ 0.2 million, respectively.

Compensation expense for stock options recognized in SG&A expense was $ 0.5 million for both the three and nine months ended September 30, 2025.

At September 30, 2025, unrecognized compensation cost related to stock options totaled $ 2.2 million and was expected to be recognized over the remaining weighted average vesting period of 2.4 years.

The fair value of each stock option award granted during the nine months ended September 30, 2025 was estimated on the grant date using the Black-Scholes option-pricing model.

The assumptions are listed in the table below.

Expected volatility 45 % - 46 %

Expected dividend 1.20 %

Risk-free rate 3.69 % - 3.76 %

Expected term (in years) 5.75 - 6.00

Exercise price $ 23.39

Weighted-average grant date fair value $ 10.28

NOTE 14 - Commitments and Contingencies

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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 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.

As of September 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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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 and six months ended June 30, 2025 and 2024, respectively.

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

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

The following table sets forth certain information regarding significant expense categories fo r the three and nine months ended September 30, 2025 and 2024:

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

(in thousands) 2025 2024 2025 2024

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(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 and six months ended June 30, 2025 and 2024, respectively:

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

(c) Other segment items consist of service agreements, professional fees, real estate and occupancy costs, travel, provision for credit losses, marketing and advertising, taxes, and other miscellaneous expenses.

The following table presents reconciliations of the Company’s net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:

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

(in thousands) 2025 2024 2025 2024

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Depreciation and amortization 108,058 99,320 317,782 285,894

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

Currency losses (gains), net 100 ( 129 ) 244 ( 94 )

Restructuring costs, lease impairment expense and other related charges ( 21 ) 2,478 886 9,407

Termination fee — 180,000 — 180,000

Impairment loss on intangible asset — — — 132,540

Transaction costs 1,125 40 1,159 40

Integration costs 386 3,066 613 5,943

Integration and transaction costs 1,149 1,692 2,921 7,675

Stock compensation expense 9,964 9,534 26,678 28,247

Other ( 629 ) 23,661 2,103 36,097

5,251 9,186 7,354 45,283

Adjusted EBITDA $ 243,307 $ 266,863 $ 721,005 $ 778,448

NOTE 15 - Earnings Per Share

(a) For the three and nine months ended September 30, 2024, respectively, Other included $ 8.8 million and $ 41.3 million of legal and professional fees related to a terminated transaction.

NOTE 16 - Earnings (Loss) 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 June 30, Six Months Ended June 30,

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

(in thousands) 2025 2024 2025 2024

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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 June 30, Six Months Ended June 30,

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

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

Total anti-dilutive shares 2,022 3,812 1,734 3,812

NOTE 17 - Subsequent Event

On October 16, 2025, certain subsidiaries of the Company entered into an amendment to the ABL Facility to, among other things, (i) extend the expiration date of the revolving credit facilities to October 16, 2030;

(ii) reduce the interest rate spreads above (x) the Term SOFR- and Term CORRA-based rates to no more than 137.5 basis points and (y) the base rate and Canadian Prime Rate to no more than 37.5 basis points;

(iii) remove interest rate adjustments to the reference rates, (iv) remove Daily Simple CORRA, which was operative solely prior to the phase-in of Term CORRA, from the available interest rates;

(v) reduce the aggregate principal amount of revolving credit facilities from $ 3.7 billion to $ 3.0 billion to reduce undrawn line fees;

(vi) increase capacity available under the accordion feature from $ 750.0 million to $ 1.0 billion;

and (vii) remove United Kingdom commitments and other United Kingdom-related provisions.

After giving effect to the reduction to the principal amount of the revolving credit facility to $ 3.0 billion, the Company would have had $ 1.5 billion of available borrowing capacity under the ABL Facility as of September 30, 2025.

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