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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-07-31 · 213 added, 157 removed, 264 unchanged (58% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand WillScot Holdings Corporation's ("WillScot") operations and our present business environment.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the operations and present business environment of WillScot Holdings Corporation (“WillScot”) and its subsidiaries (collectively with WillScot, the “Company,” “we,” “us” or “our”).

MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part I, Item 1 of this report.

The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three and six months ended June 30, 2025 or prior periods.

The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

We use certain non-GAAP financial metrics to supplement the GAAP reported results to highlight key operational metrics that are used by management to evaluate Company performance.

The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three and nine months ended September 30, 2025 or prior periods.

The financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

We use certain non-GAAP financial metrics to supplement the GAAP reported results to highlight key metrics that are used by management to evaluate Company performance.

Reconciliations of GAAP financial information to the disclosed non-GAAP measures are provided in the Reconciliation of Non-GAAP Financial Measures section of MD&A.

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We are a leading business services provider specializing in innovative and flexible turnkey space solutions.

We offer our customers an extensive selection of space solutions with over 150,000 modular space units and over 213,000 portable storage units in our fleet.

Our diverse product offering includes modular space solutions (modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions) and portable storage solutions (portable storage containers and climate-controlled containers and trailers).

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

We offer our customers an extensive selection of space solutions with approximately 150,000 modular space units and 210,000 portable storage units in our fleet.

Our diverse product offering includes:

• Modular Space Solutions :

modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions.

• Portable Storage Solutions :

portable storage containers and climate-controlled containers and trailers.

• Value-Added Products ("VAPS") :

a thoughtfully curated selection of solutions that supports our Right from the Start value proposition, including workstations, furniture, appliances, media packages, power and solar solutions, telematics, connectivity and data solutions, security and protection products, entrance packages, electrical and lighting products, organization and space optimization assets, perimeter solutions, and other items that improve the customer experience.

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

We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico.

As of June 30, 2025, our branch network included approximately 260 branch locations and additional drop lots to service our over 85,000 customers.

We primarily lease, rather than sell, our space solutions to customers, which results in a highly diversified and predictable recurring revenue stream.

Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease, or national account agreements.

As of September 30, 2025, our branch network included approximately 260 branch locations and additional drop lots to service our over 85,000 customers.

We primarily lease, rather than sell, our space solutions to customers, which results in a diversified and predictable recurring revenue stream.

Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease, or enterprise account agreements.

Rental contracts with customers are generally based on a 28-day or monthly rate and billing cycle.

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Given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, is approximately 41 months.

We believe our lease revenue is highly predictable due to its recurring nature and the underlying stability and diversification of our lease portfolio.

We believe our lease revenue is predictable due to its recurring nature and the underlying stability and diversification of our lease portfolio.

We complement our core leasing business by selling both new and used units, allowing us to leverage scale, achieve purchasing benefits, and redeploy capital employed in our lease fleet.

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We track several leading market indicators to predict demand, including Gross Domestic Product in North America, the Architecture Billings Index, and non-residential construction square foot starts.

These indicators, among others, support our demand forecast for our two largest end markets, the commercial and industrial sector and the construction and infrastructure market, which collectively accounted for approximately 86% of our revenues for the six months ended June 30, 2025.

These indicators, among others, support our demand forecast for our two largest end markets, the commercial and industrial sector and the construction and infrastructure market, which collectively accounted for approximately 85% of our revenues for the nine months ended September 30, 2025.

Significant Developments

Leadership Updates

On September 3, 2025, we announced that our Board of Directors had unanimously elected Tim Boswell to succeed Brad Soultz as Chief Executive Officer, effective January 1, 2026, and that Mr.

Boswell would also join the Board at that time.

We also announced that effective immediately, Worthing Jackman, current non-Executive Chairman of the Board, would now serve as Executive Chairman of the Board, both to continue to lead the Board and to assist the CEO and senior management team in achieving the Company’s strategic plan.

In addition, Jeff Sagansky was appointed Lead Independent Director, also effective immediately.

Network Optimization Initiative

As of September 30, 2025, our branch network consisted of approximately 400 physical properties, of which 260 locations were considered branch locations.

Real estate leases for branch locations are typically under long-term contracts that may include initial terms of five to ten years with one or two five-year extensions, whereas non-branch locations used for unit storage often have shorter contractual terms.

Our real estate footprint has increased over the years through the combination of the legacy WillScot and Mobile Mini respective branch networks, locations acquired through acquisitions, and additional non-branch locations added to store incremental idle fleet.

Without intervention, we expect real estate costs to continue to increase 10 to 15 percent per year as they have for the past several years.

In 2024, we consolidated the WillScot and Mobile Mini field sales and operations teams into a single leadership structure.

In the beginning of 2025, we began evaluating our real estate footprint on a property-by-property basis to reduce our overall real estate costs opportunistically while maintaining market coverage.

To exit certain real estate positions, we disposed of certain rental fleet units, with a primary focus on long idle, non-standard or higher repair cost units, while maintaining adequate idle fleet to meet projected demand.

During the three and nine months ended September 30, 2025, rental equipment identified for disposal was depreciated to its salvage value, resulting in incremental depreciation of rental equipment of $7.3 million and $26.6 million, respectively.

Management is considering expanding this program to evaluate all real estate leases maturing in the next four or five years for consolidation opportunities, and we estimate the net book value of rental fleet units that could be disposed of as part of this optimization to be in the range of $250 million to $350 million, which would be recognized as incremental depreciation expense as properties and rental fleet units are identified for exit.

We believe this initiative could reduce leased acreage by more than 20% and reduce annual real estate costs by $20 million to $30 million.

To the extent we finalize a multi-year network optimization plan by the end of 2025, and the plan is approved by the Board of Directors, we may accelerate the recognition of the $250 million to $350 million of incremental depreciation expense on identified rental equipment into 2025 as a non-cash restructuring charge.

Financing Activities

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On March 27, 2025, net proceeds of 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.

We redeemed the 2025 Secured Notes to extend the Company's debt maturity profile, consistent with our capital structure optimization strategy.

The redemption did not result in a material gain or loss on extinguishment, as the notes were redeemed at par and related fees were expensed as incurred.

On October 16, 2025, we amended our ABL Facility ("Amended ABL Facility") to reduce borrowing costs and extend the maturity date to October 16, 2030.

The aggregate principal amount of the Amended ABL Facility was reduced from $3.7 billion to $3.0 billion to reduce undrawn line fees, and the accordion feature was increased from $750 million to $1.0 billion.

We anticipate meaningful annual cash interest expense savings of approximately $5.0 million at current borrowing levels with opportunities to further reduce our interest costs in the future based on availability in the Amended ABL Facility and net debt to EBITDA leverage levels.

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

On February 18, 2025, our 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, our Board of Directors declared a quarterly dividend of $0.07 per share, totaling $13.0 million.

In May 2025, our 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.

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

Dividends paid were $38.4 million for the nine months ended September 30, 2025.

The Company intends to continue its quarterly dividend program, subject to Board approval and based on available cash flow, capital allocation priorities, and market conditions.

Share Repurchases

During the six months ended June 30, 2025, we 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 the Common Stock remained available.

Business Combination and Asset Acquisition

During the six months ended June 30, 2025, we 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, we 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 the Common Stock remained available.

We executed share repurchases as part of our capital allocation strategy to enhance shareholder value and optimize capital deployment in light of current market valuations.

Business Combination and Asset Acquisitions

During the nine months ended September 30, 2025, we 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.

We expect this acquisition to expand our climate-controlled product offering and enhance our regional market presence,

with anticipated operational synergies and customer cross-sell opportunities.

As of the acquisition date, the fair value of the goodwill recorded 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 purchase price allocation is preliminary and subject to revision as additional information is obtained.

The preliminary allocation of purchase price, 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 purchase price allocation is preliminary, based on the best estimates of management, and subject to revision as management obtains additional information regarding the valuation of acquired rental equipment and intangible assets.

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 acquisition.

During the six months ended June 30, 2025, we also 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.

Second Quarter Highlights

For the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, results and key drivers of our financial performance included:

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

Third Quarter Summary

For the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, results and key drivers of our financial performance included the following:

• Total revenues decreased $34.6 million, or 5.8%, to $566.8 million.

Leasing revenue decreased $15.7 million, or 3.4%, driven by a decrease in total average units on rent of 22,615, or 10.3%, and partially offset by increased pricing and VAPS penetration.

The decline in revenue was driven by a decrease in units on rent, a large project in the prior year representing approximately $18.0 million, and a $20.0 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024.

The increased write-offs were primarily driven by aged receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding.

However, write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in selling, general, and administrative expense ("SG&A") to the extent that the related receivables are already reserved.

See further discussion within our Consolidated Results of Operations.

• Leasing revenue decreased $21.4 million, or 4.7%, driven by an increase of $15.5 million of write-offs of aged receivables deemed uncollectible recorded as a reduction to revenue, a decrease in total average units on rent of 22,461, or 10.3%, partially offset by a 8.8% increase in average monthly rates.

Reductions in non-residential construction project start activity as a result of higher interest rates reduced demand for our services, which resulted in fewer deliveries.

Despite a decrease in the quantity of deliveries during the quarter, delivery and installation revenue increased $0.3 million, or 0.3%, due to an increased mix of large, complex projects.

New unit sales revenue increased $0.2 million, or 1.1%, and rental unit sales revenue decreased $0.4 million, or 2.3%.

• Generated net income of $47.9 million for the three months ended June 30, 2025, representing an increase of $94.8 million, or 202.3%, as compared to the same period in 2024.

In 20 24, we recorded an impairment loss of $132.5 million for the three months ended June 30, 2024 related to the impairment of the Mobile Mini trade name as a result of rebranding under the WillScot brand name and discontinuing the use of the Mobile Mini trade name.

Additionally, d iscrete costs in the period were $1.1 million, including $1.5 million of transaction and integration costs, compared to $3.1 million of transaction and integration costs in 2024.

Finally, in 2024, we recorded a tax benefit of $13.9 million, as compared to an income tax expense of $20.0 million for the three months ended June 30, 2025.

• Generated Adjusted EBITDA of $248.9 million for the three months ended June 30, 2025, representing a decrease of $14.7 million, or 5.6%, as compared to the same period in 2024.

• Net cash provided by operating activities increased $29.7 million to $205.3 million for the three months ended June 30, 2025 from $175.6 million net cash provided by operating activities for the three months ended June 30, 2024.

Seasonal retail demand, primarily for storage containers, was down $2.6 million year-over-year.

• Delivery and installation revenue decreased $16.2 million, or 14.2%, driven by fewer deliveries and a large project in the prior year representing approximately $18.0 million.

• Sales revenue:

new unit sales revenue increased $0.5 million, or 2.9%, and rental unit sales revenue increased $2.5 million, or 18.8%.

• Generated net income of $43.3 million for the three months ended September 30, 2025, representing an increase of $113.8 million, or 161.5%, as compared to the same period in 2024.

For the three months ended September 30, 2024 , we recorded a $180.0 million termination fee and $8.8 million in legal and professional fees related to the termination of a merger agreement with McGrath RentC orp ("McGrath").

In 2024, we recorded a tax benefit of $20.6 million, as compared to an income tax expense of $17.0 million for the three months ended September 30, 2025.

• Generated Adjusted EBITDA of $243.3 million for the three months ended September 30, 2025, representing a decrease of $23.6 million, or 8.8%, as compared to the same period in 2024.

• Net cash provided by operating activities increased $192.7 million to $191.2 million cash provided by operating activities for the three months ended September 30, 2025 from $1.6 million net cash used in operating activities for the three months ended September 30, 2024.

The increase in net cash provided by operating activities was primarily due to the payment of $203.3 million for the McGrath termination fee and transaction costs from terminated acquisitions during the three months ended September 30, 2024.

• Net cash used in investing activities , excluding cash used for acquisitions, increased by $7.5 million.

Capital expenditures for rental equipment increased $20.1 million for the three months ended June 30, 2025.

Net CAPEX increased $20.3 million for the three months ended June 30, 2025.

• Generated Adjusted Free Cash Flow of $130.3 million for the three months ended June 30, 2025 as compared to $128.9 million for the three months ended June 30, 2024.

During the three months ended June 30, 2025, we deployed Adjusted Free Cash Flow to:

Capital expenditures for rental equipment increased $11.6 million for the three months ended September 30, 2025.

Net CAPEX increased $10.4 million for the three months ended September 30, 2025.

• Generated Adjusted Free Cash Flow of $122.2 million for the three months ended September 30, 2025 as compared to $143.1 million for the three months ended September 30, 2024.

During the three months ended September 30, 2025, we deployed Adjusted Free Cash Flow to:

• Reduce outstanding borrowings under the ABL Facility by $84.4 million.

• Acquire assets from a local provider of storage solutions for $7.6 million.

• Repurchase $8.3 million of our Common Stock, reducing outstanding Common Stock by 296,805 shares.

• Pay a $0.07 per share dividend, returning $12.8 million to our shareholders.

• We believe that the predictability of our Adjusted Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities that we see in the market, maintaining leverage in our stated range, opportunistically executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions.

• We believe that the predictability of our Adjusted Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities that we see in the market, maintaining appropriate leverage, opportunistically executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions.

We also believe our strong operating cash flow generation, countercyclical Net CAPEX profile, and $1.5 billion of available borrowing capacity under our Amended ABL Facility, provide ample liquidity to execute our strategy.

In addition to using GAAP financial measurements to evaluate our operating results, we use Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow, which are non-GAAP financial measures.

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Consolidated Results of Operations

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Certain consolidated results of operations for the three months ended June 30, 2025 and 2024 are presented below.

Three Months Ended June 30, 2025 vs.

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Certain consolidated results of operations for the three months ended September 30, 2025 and 2024 are presented below.

Three Months Ended September 30, 2025 vs.

(in thousands)

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Other depreciation and amortization 24,424 23,108 1,316

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

Termination fee — 180,000 (180,000)

Currency gains, net 100 (129) 229

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Net income (loss) $ 43,332 $ (70,475) $ 113,807

Three Months Ended June 30, 2025 vs.

(in thousands, except for units on rent and monthly rental rate) 2025 2024

Three Months Ended September 30, 2025 vs.

(in thousands, except units on rent and monthly rental rate) 2025 2024

Adjusted EBITDA $ 243,307 $ 266,863 $ (23,556)

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Average portable storage monthly rental rate $ 290 $ 265 $ 25

Comparison of Three Months Ended June 30, 2025 and 2024

Total revenue decreased $15.5 million, or 2.6%, to $589.1 million for the three months ended June 30, 2025 from $604.6 million for the three months ended June 30, 2024.

The decline in revenue was driven by a decrease in units on rent and an $11.0 million increase in write-offs recorded as a reduction to revenue compared to the same period in 2024.

Leasing revenue decreased $15.7 million, or 3.4%, as compared to the same period in 2024, driven by the increase in write-offs and a decrease of 22,615 total average units on rent.

Comparison of Three Months Ended September 30, 2025 and 2024

Total revenue decreased $34.6 million, or 5.8%, to $566.8 million for the three months ended September 30, 2025 from $601.4 million for the three months ended September 30, 2024.

The decline in revenue was driven by a decrease in units on rent and a $20.0 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024.

The increased write-offs were primarily driven by accounts receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding.

However, write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in SG&A to the extent that the related receivables are already reserved.

See further discussion below of the net impact to Adjusted EBITDA.

Leasing revenue decreased $21.4 million, or 4.7%, as compared to the same period in 2024, driven by a decrease of 22,461 total average units on rent and the increase in accounts receivable write-offs, which drove $15.5 million of the decrease.

Increases in average monthly rental rates offset some of these decreases.

Delivery and installation revenue increased $0.3 million, or 0.3%.

Rental unit sales decreased $0.4 million, or 2.3%, and new unit sales increased $0.2 million, or 1.1%.

Total average units on rent for the three months ended June 30, 2025 and 2024 were 197,799 and 220,414, respectively, representing a decrease of 22,615 units, or 10.3%.

Delivery and installation revenue decreased $16.2 million, or 14.2%, due to the decline in activations and returns, as well as a large project in the prior year of approximately $18.0 million.

Rental unit sales increased $2.5 million, or 18.8%, and new unit sales increased $0.5 million, or 2.9%.

Total average units on rent for the three months ended September 30, 2025 and 2024 were 195,182 and 217,643, respectively, representing a decrease of 22,461 units, or 10.3%.

Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.

Portable storage average units on rent decreased by 17,229 units, or 13.8%, for the three months ended June 30, 2025 driven by lower demand in 2025.

The average portable storage unit utilization rate during the three months ended June 30, 2025 was 50.8% as compared to 59.2% during the same period in 2024.

Modular space average units on rent decreased 5,386 units, or 5.6%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

The average modular space utilization rate during the three months ended June 30, 2025 was 59.6% as compared to 62.5% during the same period in 2024.

Modular space average monthly rental rates increased 5.2% year over year to $1,237 for the three months ended June 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates increased 7.2% year over year to $282 for the three months ended June 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers.

Total VAPS revenues, which were included in leasing revenue, were $100 million for both the three months ended June 30, 2025 and 2024.

Modular space average units on rent decreased 5,521 units, or 5.8%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

The average modular space utilization rate during the three months ended September 30, 2025 was 59.3% as compared to 62.1% during the same period in 2024.

The decline in modular space units on rent was primarily driven by weaker non-residential construction starts.

Portable storage average units on rent decreased by 16,940 units, or 13.8%, for the three months ended September 30, 2025 driven by lower demand in 2025, as well as lower orders related to seasonal retail business that typically occurs in the third and fourth quarters.

The average portable storage unit utilization rate during the three months ended September 30, 2025 was 50.3% as compared to 58.1% during the same period in 2024.

Modular space average monthly rental rates increased 4.6% year over year to $1,254 for the three months ended September 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates increased 9.6% year over year to $290 for the three months ended September 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers.

Total VAPS revenues, which were included in leasing revenue, were $100.2 million for both the three months ended September 30, 2025 and 2024.

Gross profit:

Gross profit decreased $31.0 million, or 9.5%, to $296.1 million for the three months ended June 30, 2025 from $327.1 million for the three months ended June 30, 2024.

The decrease in gross profit was a result of a $12.8 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.7 million, and a $12.8 million increase in depreciation of rental equipment.

The decrease in gross profit was partially offset by a $1.2 million increase in new and rental unit sales gross profit.

The decrease in leasing gross profit was primarily driven by lower demand in 2025.

Cost of leasing and services increased by $4.1 million, or 2.3%, for the three months ended June 30, 2025 versus the three months ended June 30, 2024, driven by increased sitework expense associated with an increased mix of large, complex projects, an increase in subcontractor costs of $5.0 million, or 8.6%, and an increase in materials costs of $1.0 million, or 4.3%, partially offset by a decrease in labor costs of $1.0 million, or 1.5%.

Cost of sales decreased by $1.4 million, or 6.1%, driven by an increased mix of sales of lower net book value rental units.

Our resulting gross profit percentage was 50.3% and 54.1% for the three months ended June 30, 2025 and 2024, respectively.

Selling, general and administrative expense ("SG&A"):

SG&A decreased $35.8 million, or 19.8%, to $145.0 million for the three months ended June 30, 2025, as compared to $180.8 million for the three months ended June 30, 2024.

The decrease was driven by a $23.6 million decrease in discrete expenses for legal and professional fees primarily related to our terminated acquisition of McGrath RentCorp ("McGrath") in 2024, a $6.0 million decrease in restructuring costs, a $2.7 million decrease in integration expense, and a $10.5 million decrease in the provision for credit losses, net of write offs.

These decreased costs were partially offset by a $1.7 million, or 9.5%, increase in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $1.5 million increase in real estate and occupancy costs, and a $1.6 million increase in marketing and advertising expense.

Gross profit decreased $39.9 million, or 12.4%, to $281.6 million for the three months ended September 30, 2025 from $321.5 million for the three months ended September 30, 2024.

The decrease in gross profit was a result of a $22.9 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.5 million, a $3.1 million decrease in new and rental unit sales gross profit, and a $7.4 million increase in depreciation of rental equipment.

The decrease in leasing gross profit was primarily driven by lower demand in 2025 and the increased accounts receivable write-offs.

A $7.3 million increase in depreciation of rental equipment was driven by incremental depreciation recorded for rental equipment identified for disposal as part of the Company's network optimization initiative.

Cost of leasing and services decreased by $8.2 million, or 4.4%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, driven primarily by a decrease in subcontractor costs of $17.0 million, or 22.8%, as we continued our insourcing initiatives and reduced variable costs to match demand, partially offset by an increase in materials costs of $1.3 million, or 5.9%, and an increase in labor costs of $4.2 million, or 6.3%.

Increased material costs and labor costs were driven by increased sitework expense associated with an increased mix of large, complex projects.

We expect to continue adjusting variable costs where appropriate to match demand in the fourth quarter of 2025.

Cost of sales increased by $6.1 million, or 38.1%, driven by an increased mix of sales of higher value new units.

Our resulting gross profit percentage was 49.7% and 53.5% for the three months ended September 30, 2025 and 2024, respectively.

Selling, general and administrative expense:

SG&A decreased $15.6 million, or 10.2%, to $137.7 million for the three months ended September 30, 2025, as compared to $153.3 million for the three months ended September 30, 2024.

The decrease was driven by a $6.8 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $23.1 million decrease in the provision for credit losses, and a $2.5 million decrease in restructuring costs.

These decreased costs were partially offset by a $13.7 million increase in employee SG&A excluding stock compensation, which was primarily related to variable compensation and higher employee insurance costs, as well as an increase of approximately 100 incremental sales headcount, a $2.3 million increase in real estate and occupancy costs, and a $1.3 million increase in service agreements and professional fees

Adjusted EBITDA:

Adjusted EBITDA decreased $14.7 million, or 6%, to $248.9 million for the three months ended June 30, 2025 from $263.6 million for the three months ended June 30, 2024.

The decrease was driven by a $12.8 million decrease in leasing gross profit and decreased delivery and installation gross profit of $6.7 million for the three months ended

June 30, 2025 as compared to the three months ended June 30, 2024.

The decrease was partially offset by a $1.2 million increase in new and used sales gross profit and decreased SG&A, excluding discrete costs, of $3.4 million.

Adjusted EBITDA decreased $23.6 million, or 9%, to $243.3 million for the three months ended September 30, 2025 from $266.9 million for the three months ended September 30, 2024.

The decrease was driven by a $22.9 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.5 million, and a $3.1 million decrease in new and used sales gross profit.

The decrease was partially offset by decreased SG&A, excluding discrete costs, of $7.5 million.

The net impact to Adjusted EBITDA of accounts receivable write-offs recorded as a reduction to revenue and the provision for credit losses recorded in SG&A was a $17.8 million and $22.1 million reduction to Adjusted EBITDA for the three months ended September 30, 2025 and the three months ended September 30, 2024, respectively, thus resulting in a $4.3 million positive impact to Adjusted EBITDA year over year.

Other depreciation and amortization:

Other depreciation and amortization increased $6.1 million to $24.2 million for the three months ended June 30, 2025 as compared to $18.1 million for the three months ended June 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.

Impairment loss on intangible asset:

Impairment loss on intangible asset was $132.5 million for the three months ended June 30, 2024 related to the impairment of the Mobile Mini trade name due to our plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

Other depreciation and amortization increased $1.3 million to $24.4 million for the three months ended September 30, 2025 as compared to $23.1 million for the three months ended September 30, 2024.

Termination fee:

We paid a termination fee of $180.0 million to McGrath related to the termination of a merger agreement during the three months ended September 30, 2024.

This charge did not occur in the third quarter of 2025.

Interest expense, net:

Interest expense, net increased $3.4 million, or 6.2%, to $59.0 million for the three months ended June 30, 2025 from $55.5 million for the three months ended June 30, 2024.

The increase in interest expense was a result of increased average debt outstanding.

See Note 7 to the condensed consolidated financial statements for further discussion of our debt.

Interest expense, net increased $2.6 million, or 4.7%, to $58.5 million for the three months ended September 30, 2025 from $55.8 million for the three months ended September 30, 2024.

The increase in net interest expense was driven by a decrease in amounts received from the Company’s interest rate swap agreements as a result of decreased benchmark rates.

Income tax expense (benefit):

Income tax expense was $20.0 million for the three months ended June 30, 2025 compared to income tax benefit of $13.9 million for the three months ended June 30, 2024, an increase in expense of $33.9 million.

The increase in expense was primarily driven by an increase in income before income tax for the three months ended June 30, 2025.

Income tax expense was $17.0 million for the three months ended September 30, 2025 compared to income tax benefit of $20.6 million for the three months ended September 30, 2024, an increase in expense of $37.6 million.

The increase in expense was primarily driven by an increase in income before income tax for the three months ended September 30, 2025.

Capital expenditures for rental equipment:

Capital expenditures for rental equipment increased $20.1 million, to $85.3 million for the three months ended June 30, 2025 from $65.2 million for the three months ended June 30, 2024.

Net CAPEX increased $20.3 million, or 37%, to $75.0 million for the three months ended June 30, 2025 from $54.7 million for the three months ended June 30, 2024.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Certain consolidated results of operations for the six months ended June 30, 2025 and 2024 are presented below.

Six Months Ended June 30, 2025 vs.

Capital expenditures for rental equipment increased $11.6 million, to $81.0 million for the three months ended September 30, 2025 from $69.4 million for the three months ended September 30, 2024.

Net CAPEX increased $10.4 million, or 18%, to $68.9 million for the three months ended September 30, 2025 from $58.6 million for the three months ended September 30, 2024.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Certain consolidated results of operations for the nine months ended September 30, 2025 and 2024 are presented below.

Nine Months Ended September 30, 2025 vs.

2024 $ Change

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Other depreciation and amortization 71,752 59,163 12,589

Termination fee — 180,000 (180,000)

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

Currency losses, net 144 35 109

Currency losses (gains), net 244 (94) 338

Other expense, net 1,050 1,935 (885)

4 unchanged sentences

Net income $ 134,326 $ (61,086) $ 195,412

Six Months Ended June 30, 2025 vs.

(in thousands, except for units on rent and monthly rental rate) 2025 2024

Nine Months Ended September 30, 2025 vs.

(in thousands, except units on rent and monthly rental rate) 2025 2024

Adjusted EBITDA $ 721,005 $ 778,448 $ (57,443)

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Average portable storage monthly rental rate $ 279 $ 263 $ 16

Comparison of Six Months Ended June 30, 2025 and 2024

Total revenue decreased $43.1 million, or 3.6%, to $1,148.6 million for the six months ended June 30, 2025 from $1,191.8 million for the six months ended June 30, 2024.

The decline in revenue was driven by a decrease in units on rent and a $17.7 million increase in write-offs recorded as a reduction to revenue compared to the same period in 2024.

Leasing revenue decreased $41.9 million, or 4.6%, as compared to the same period in 2024, driven by the increase in write-offs and a decrease of 24,289 total average units on rent.

Comparison of Nine Months Ended September 30, 2025 and 2024

Total revenue decreased $77.7 million, or 4.3%, to $1,715.5 million for the nine months ended September 30, 2025 from $1,793.2 million for the nine months ended September 30, 2024.

The decline in revenue was driven by a decrease in units on rent and a $37.6 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024.

See further discussion below of the net impact to Adjusted EBITDA.

Leasing revenue decreased $63.2 million, or 4.6%, as compared to the same period in 2024, driven by a decrease of 23,869 total average units on rent and the increase in accounts receivable write-offs, which drove $29.2 million of the decrease.

Increases in average monthly rental rates offset some of these decreases.

Delivery and installation revenues decreased $11.4 million, or 5.5%, due to decreased deliveries and returns.

Delivery and installation revenues decreased $27.6 million, or 8.6%, due to the decline in activations and returns.

Rental unit sales increased $3.5 million, or 8.1%, and new unit sales increased $9.7 million, or 18.4%.

Total average units on rent for the six months ended June 30, 2025 and 2024 were 199,477 and 223,766, respectively.

Total average units on rent for the nine months ended September 30, 2025 and 2024 were 197,905 and 221,774, respectively.

Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.

Portable storage average units on rent decreased by 18,966 units, or 14.8%, for the six months ended June 30, 2025 driven by lower demand in 2025.

The average portable storage utilization rate during the six months ended June 30, 2025 was 53.4% as compared to 60.7% during the same period in 2024.

Modular space average units on rent decreased 5,323 units, or 5.6%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

The average modular space utilization rate during the six months ended June 30, 2025 was 59.5% as compared to 62.5% during the same period in 2024.

Modular space average monthly rental rates increased 5.1% to $1,222 for the six months ended June 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates increased 4.6% to $274 for the six months ended June 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers.

Total VAPS revenues, which are included in leasing revenues, were $196.4 million for both the six months ended June 30, 2025 and 2024.

Modular space average units on rent decreased 5,395 units, or 5.7%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

The average modular space utilization rate during the nine months ended September 30, 2025 was 59.4% as compared to 62.3% during the same period in 2024.

Portable storage average units on rent decreased by 18,474 units, or 14.6%, for the nine months ended September 30, 2025 driven by lower demand in 2025, as well as lower orders related to seasonal retail business that typically occurs in the third and fourth quarters.

The average portable storage utilization rate during the nine months ended September 30, 2025 was 52.9% as compared to 61.0% during the same period in 2024.

Modular space average monthly rental rates increased 4.9% to $1,232 for the nine months ended September 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates increased 6.1% to $279 for the nine months ended September 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers.

Total VAPS revenues, which are included in leasing revenues, were $296.6 million for both the nine months ended September 30, 2025 and 2024.

Gross profit:

Gross profit decreased $47.6 million, or 7.4%, to $596.4 million for the six months ended June 30, 2025 from $644.0 million for the six months ended June 30, 2024.

Gross profit decreased $87.4 million, or 9.1%, to $878.1 million for the nine months ended September 30, 2025 from $965.5 million for the nine months ended September 30, 2024.

The decrease in gross profit was a result of a $47.5 million decrease in leasing gross profit, decreased delivery and installation gross profit of $20.9 million, and a $19.3 million increase in depreciation of rental equipment.

The decrease was partially offset by a $0.2 million increase in new and rental unit sales gross profit.

The decrease in leasing gross profit was primarily driven by lower demand in 2025.

Cost of leasing and services decreased by $14.3 million, or 4.0%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, driven by a decrease in labor cost of $8.5 million, or 5.9%, and a decrease in material costs of $3.8 million, or 7.7%, as we reduced variable costs to match demand.

Cost of sales increased by $6.9 million, or 18.2%.

Our resulting gross profit percentage was 51.9% and 54.0% for the six months ended June 30, 2025 and 2024, respectively.

SG&A decreased $46.9 million, or 13.4%, to $302.2 million for the six months ended June 30, 2025, as compared to $349.1 million for the six months ended June 30, 2024.

The decrease was primarily driven by a $33.5 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $6.0 million decrease in restructuring costs, and a $16.6 million, or 237.1%, decrease in the provision for credit losses, net of write offs.

Employee SG&A excluding stock compensation decreased $2.1 million, or 1.5%, due to lower employee headcount.

These decreased costs were partially offset by a $6.5 million increase in travel costs associated with our bi-annual Company meeting, a $4.1 million, or 11.1%, increased in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $3.6 million increase in real estate and occupancy costs, and a $2.2 million increase in marketing and advertising expense.

The decrease in leasing gross profit was primarily driven by lower demand in 2025 and the increased accounts receivable write-offs.

The increase in depreciation of rental equipment was driven by incremental depreciation of $26.6 million recorded for rental equipment identified for disposal as part of the network optimization initiative.

Cost of leasing and services decreased by $22.5 million, or 4.1%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, driven primarily by a decrease in subcontractor costs of $16.7 million, or 8.8%, as we continued our insourcing initiatives and reduced variable costs to match demand, a decrease in labor cost of $4.3 million, or 2.0%, and a decrease in material costs of $2.4 million, or 3.4%, as we reduced variable costs to match demand.

Cost of sales increased by $12.9 million, or 24.2%, driven by an increased mix of sales of higher value new units.

Our resulting gross profit percentage was 51.2% and 53.8% for the nine months ended September 30, 2025 and 2024, respectively.

SG&A decreased $62.6 million, or 12.5%, to $439.9 million for the nine months ended September 30, 2025, as compared to $502.5 million for the nine months ended September 30, 2024.

The decrease was primarily driven by a $40.2 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $8.5 million decrease in restructuring costs, and a $39.7 million, or 243.6%, decrease in the provision for credit losses.

These decreased costs were partially offset by an increase of employee SG&A excluding stock compensation of $11.6 million, or 6.1%, primarily relating to variable compensation and higher employee insurance costs, as well as an increase of approximately 100 incremental sales headcount, $5.7 million increase in travel costs associated with our bi-annual Company meeting, a $5.4 million, or 9.9%, increase in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $5.9 million increase in real estate and occupancy costs, and a $2.3 million increase in marketing and advertising expense.

Adjusted EBITDA:

Adjusted EBITDA decreased $33.9 million, or 7%, to $477.7 million for the six months ended June 30, 2025 from $511.6 million for the six months ended June 30, 2024.

The decrease was driven by a $24.7 million decrease in leasing gross profit and decreased delivery and installation gross profit of $14.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

The decrease was partially offset by a $3.3 million increase in new and used sales gross profit and decreased SG&A, excluding discrete costs, of $1.3 million.

Adjusted EBITDA decreased $57.4 million, or 7%, to $721.0 million for the nine months ended September 30, 2025 from $778.4 million for the nine months ended September 30, 2024.

The decrease was driven by a $47.5 million decrease in leasing gross profit and decreased delivery and installation gross profit of $20.9 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

The decrease was partially offset by decreased SG&A, excluding discrete costs, of $8.8 million.

The net impact to Adjusted EBITDA of write-offs recorded as a reduction to revenue and the provision for credit losses recorded in SG&A was a $37.6 million and $45.3 million reduction to Adjusted EBITDA for the nine months ended September 30, 2025 and the nine months ended September 30, 2024, respectively, thus resulting in a $7.7 million positive impact to Adjusted EBITDA year over year.

Other depreciation and amortization:

Other depreciation and amortization increased $11.3 million to $47.3 million for the six months ended June 30, 2025 as compared to $36.1 million for the six months ended June 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.

Other depreciation and amortization increased $12.6 million to $71.8 million for the nine months ended September 30, 2025 as compared to $59.2 million for the nine months ended September 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.

Termination fee:

We paid a termination fee of $180.0 million to McGrath related to the termination of a merger agreement during the nine months ended September 30, 2024.

This charge did not occur in 2025.

Impairment loss on intangible asset:

Impairment loss on intangible asset was $132.5 million for the six months ended June 30, 2024 related to the impairment of the Mobile Mini trade name based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

Impairment loss on intangible asset was $132.5 million for the nine months ended September 30, 2024 related to the impairment of the Mobile Mini trade name based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

Interest expense, net:

Interest expense increased $5.3 million to $117.4 million for the six months ended June 30, 2025 from $112.1 million for the six months ended June 30, 2024.

The increase in interest expense was a result of increased average debt outstanding.

See Note 7 to the condensed consolidated financial statements for further discussion of our debt.

Income tax expense:

Income tax expense increased $34.7 million to $37.9 million for the six months ended June 30, 2025 as compared to $3.2 million for the six months ended June 30, 2024.

The increase in expense was driven by an increase in income before income tax for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Interest expense increased $8.0 million to $175.9 million for the nine months ended September 30, 2025 from $168.0 million for the nine months ended September 30, 2024.

The increase in net interest expense was driven by a decrease in amounts received from the Company’s interest rate swap agreements as a result of decreased benchmark rates.

Income tax expense (benefit):

Income tax expense increased $72.3 million to expense of $54.9 million for the nine months ended September 30, 2025 as compared to a benefit of $17.4 million for the nine months ended September 30, 2024.

The increase in expense was driven by an increase in income before income tax for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Capital expenditures for rental equipment:

Capital expenditures for rental equipment increased $20.2 million, or 15%, to $157.8 million for the six months ended June 30, 2025 from $137.6 million for the six months ended June 30, 2024.

Net CAPEX increased $17.3 million, or 14%, to $136.8 million for the six months ended June 30, 2025 from $119.5 million for the six months ended June 30, 2024 driven by the increase in capital expenditures for rental equipment, partially offset by a $1.9 million decrease in the purchase of property, plant and equipment and a $1.4 million increase in proceeds from the sale of property, plant, and equipment.

Capital expenditures for rental equipment increased $31.9 million, or 15%, to $238.8 million for the nine months ended September 30, 2025 from $207.0 million for the nine months ended September 30, 2024.

Net CAPEX increased $27.7 million, or 16%, to $205.8 million for the nine months ended September 30, 2025 from $178.1 million for the nine months ended September 30, 2024 primarily driven by the increase in capital expenditures for rental equipment.

Reconciliation of Non-GAAP Financial Measures

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• Currency (gains) losses, net on monetary assets and liabilities denominated in foreign currencies other than the subsidiaries’ functional currency.

• Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet and property, plant and equipment.

• Restructuring costs, lease impairment expense, and other related charges associated with restructuring plans designed to streamline operations and reduce costs including employee and lease termination costs.

• Transaction costs including legal and professional fees and other transaction specific related costs.

• Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet and property, plant and equipment.

• Costs to integrate acquired companies, including outside professional fees, non-capitalized costs associated with system integrations, non-lease branch and fleet relocation expenses, employee relocation and training costs, and other costs required to realize cost or revenue synergies.

• Transaction costs including legal and professional fees and other transaction specific related costs.

• Non-cash charges for stock compensation plans.

• Other expense, including consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, and unrealized gains and losses on investments.

Our CODM evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below.

Our Chief Operating Decision Maker evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below.

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

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

3 unchanged sentences

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

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

For the three and nine months ended September 30, 2025, other included $1.5 million in costs to implement the Company's network optimization initiative and $1.3 million in non-equity executive transition costs.

We define N et CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital Expenditures"), less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which are all included in cash flows from investing activities.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

Net cash provided by operating activities $ 205,311 $ 175,611 $ 411,938 $ 384,287

Net cash provided by (used in) operating activities $ 191,151 $ (1,562) $ 603,089 $ 382,725

Purchase of rental equipment and refurbishments (81,018) (69,398) (238,839) (206,989)

2 unchanged sentences

Proceeds from sale of property, plant and equipment 610 918 2,203 1,133

Cash paid for termination fee — 180,000 — 180,000

Cash paid for transaction costs from terminated acquisitions

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From time to time, we may also seek to streamline our capital structure and improve our financial position through refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.

Our revolving credit facility provides an 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”) and (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”).

Borrowing availability under the ABL Facility is equal to the lesser of $3.7 billion and the applicable borrowing bases.

Borrowing availability under our Amended ABL Facility is equal to the lesser of $3.0 billion and the applicable borrowing bases.

The borrowing bases are a function of, among other considerations, the value of the assets in the relevant collateral pool, of which our rental equipment represents the largest component.

At June 30, 2025, we had $1.6 billion of available borrowing capacity under the ABL Facility.

At September 30, 2025, we had $1.5 billion of available borrowing capacity under the Amended ABL Facility.

The following summarizes our change in cash and cash equivalents for the periods presented:

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

4 unchanged sentences

Net change in cash and cash equivalents

$ 3,849 $ (5,034)

Comparison of the Six Months Ended June 30, 2025 and 2024

Comparison of the Nine Months Ended September 30, 2025 and 2024

Cash flows from operating activities

Net cash provided by operating activities for the six months ended June 30, 2025 was $411.9 million as compared to $384.3 million for the six months ended June 30, 2024, an increase of $27.7 million.

The increase in net cash provided by operating activities was primarily due to an increase of $37.4 million in the net movements of the operating assets and liabilities, partially offset by a $9.8 million decrease in net income, adjusted for non-cash items, during the six months ended June 30, 2025.

Net cash provided by operating activities for the nine months ended September 30, 2025 was $603.1 million as compared to $382.7 million for the nine months ended September 30, 2024, an increase of $220.4 million.

The increase in net cash provided by operating activities was primarily due to the payment of $212.5 million for the McGrath termination fee and transaction costs from terminated acquisitions during the nine months ended September 30, 2024.

Cash flows from investing activities

Net cash used in investing activities for the six months ended June 30, 2025 was $273.1 million as compared to $193.3 million for the six months ended June 30, 2024, a $79.8 million increase in net cash used in investing activities.

The increase in net cash used in investing activities resulted from a $66.2 million increase in cash used in acquisitions, net of cash acquired, and a $20.2 million increase in the purchase of rental equipment and refurbishments during the six months ended June 30, 2025.

Net cash used in investing activities for the nine months ended September 30, 2025 was $349.7 million as compared to $268.7 million for the nine months ended September 30, 2024, an $81.0 million increase in net cash used in investing activities.

The increase in net cash used in investing activities resulted from a $59.9 million increase in cash used in acquisitions, net of cash acquired, and a $31.9 million increase in the purchase of rental equipment and refurbishments during the nine months ended September 30, 2025.

Cash flows from financing activities

Net cash used in financing activities for the six months ended June 30, 2025 was $135.9 million as compared to $195.7 million for the six months ended June 30, 2024, a decrease of $59.7 million.

The decrease was primarily due to a $67.2 million decrease in repayments of borrowings, net of receipts from borrowings, a $9.9 million increase in receipts from issuance of common stock from the exercise of options, and a $5.5 million decrease in cash used for the repurchase and cancellation of common stock during the six months ended June 30, 2025.

The decrease was partially offset by a $25.6 million increase in cash used to pay dividends in the six months ended June 30, 2025.

Net cash used in financing activities for the nine months ended September 30, 2025 was $248.8 million as compared to $113.2 million for the nine months ended September 30, 2024, an increase of $135.6 million.

The increase was primarily due to a $159.6 million increase in repayments of borrowings, net of receipts from borrowings, and a $38.4 million increase in cash used to pay dividends during the nine months ended September 30, 2025.

The increase was partially offset by a $47.8 million decrease in cash used for the repurchase and cancellation of common stock and a $9.9 million increase in receipts from issuance of common stock from the exercise of options in the nine months ended September 30, 2025.

Material cash requirements

The Company’s material cash requirements include the following contractual and other obligations:

The Company has outstanding debt related to its ABL Facility, 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, and finance leases totaling $3.7 billion as of June 30, 2025, $26.9 million of which is obligated to be repaid within the next twelve months.

Refer to Note 7 for further information regarding outstanding debt.

The Company has outstanding debt related to its ABL Facility, 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, and finance leases totaling $3.6 billion as of September 30, 2025, $27.4 million of which is obligated to be repaid within the next twelve months.

Refer to Note 8 for further information regarding outstanding debt and 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.

Operating leases

The Company has commitments for future minimum rental payments relating to operating leases, which are primarily for real estate.

As of June 30, 2025, the Company had lease obligations of $302.8 million, with $72.9 million payable within the next twelve months.

As of September 30, 2025, the Company had lease obligations of $332.8 million, with $88.5 million payable within the next twelve months.

In addition to the cash requirements described above, the Company has a dividend program subject to quarterly approval and declaration by the Board of Directors as well as a share repurchase program authorized by the Board of Directors, which allows the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock.

As of June 30, 2025, $750.0 million of the authorization for future repurchases of our common stock remained available.

As of September 30, 2025, $741.7 million of the authorization for future repurchases of our common stock remained available.

These programs do not obligate the Company to issue dividends or repurchase shares.

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For a complete discussion of our significant critical accounting estimates, see the “Critical Accounting Estimates” section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report on Form 10-K").

There were no significant changes to our critical accounting estimates during the six months ended June 30, 2025.

There were no significant changes to our critical accounting estimates during the nine months ended September 30, 2025.

Recently Issued Accounting Standards

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis