WillScot Holdings Corp 10-Q

ITEM 1. Financial Statements WillScot Holdings Corporation Condensed Consolidated Balance Sheets (in thousands, except share amounts) September 30, 2025 (unaudited) December 31, 2024 Assets Cash and cash equivalents $ 14,757 $ 9,001 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 Inventories 43,452 47,473 Prepaid expenses and other current assets 57,298 67,751 Assets held for sale 1,159 2,904 Total current assets 520,345 557,510 Rental equipment, net 3,412,440 3,377,939 Property, plant and equipment, net 374,052 363,073 Operating lease assets 292,557 266,761 Goodwill 1,257,006 1,201,353 Intangible assets, net 235,261 251,164 Other non-current assets 13,008 17,111 Total long-term assets 5,584,324 5,477,401 Total assets $ 6,104,669 $ 6,034,911 Liabilities and equity Accounts payable $ 108,800 $ 96,597 Accrued expenses 171,082 121,583 Accrued employee benefits 32,865 25,062 Deferred revenue and customer deposits 248,302 250,790 Operating lease liabilities – current 71,333 66,378 Current portion of long-term debt 27,437 24,598 Total current liabilities 659,819 585,008 Long-term debt 3,590,015 3,683,502 Deferred tax liabilities 526,884 505,913 Operating lease liabilities - non-current 221,409 200,875 Other non-current liabilities 46,472 41,020 Long-term liabilities 4,384,780 4,431,310 Total liabilities 5,044,599 5,016,318 Preferred Stock: $ 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 181,941,675 and 183,564,899 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 19 19 Additional paid-in-capital 1,745,472 1,836,165 Accumulated other comprehensive loss ( 72,783 ) ( 70,627 ) Accumulated deficit ( 612,638 ) ( 746,964 ) Total shareholders' equity 1,060,070 1,018,593 Total liabilities and shareholders' equity $ 6,104,669 $ 6,034,911 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 WillScot Holdings Corporation Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share amounts) 2025 2024 2025 2024 Revenues: Leasing and services revenue: Leasing $ 434,224 $ 455,578 $ 1,311,530 $ 1,374,771 Delivery and installation 98,517 114,765 295,630 323,274 Sales revenue: New units 18,370 17,850 62,427 52,727 Rental units 15,730 13,239 45,888 42,431 Total revenues 566,841 601,432 1,715,475 1,793,203 Costs: Costs of leasing and services: Leasing 97,551 96,050 280,959 296,692 Delivery and installation 82,058 91,775 244,008 250,787 Costs of sales: New units 13,806 9,665 42,556 31,296 Rental units 8,174 6,246 23,868 22,207 Depreciation of rental equipment 83,634 76,212 246,030 226,731 Gross profit 281,618 321,484 878,054 965,490 Other operating expenses: Selling, general and administrative 137,699 153,343 439,868 502,450 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 losses (gains), net 100 ( 129 ) 244 ( 94 ) Other expense, net 589 380 1,050 1,935 Operating income (loss) 118,806 ( 35,218 ) 365,140 89,496 Interest expense, net 58,466 55,823 175,912 167,959 Income (loss) before income tax 60,340 ( 91,041 ) 189,228 ( 78,463 ) Income tax expense (benefit) 17,008 ( 20,566 ) 54,902 ( 17,377 ) Net income (loss) $ 43,332 $ ( 70,475 ) $ 134,326 $ ( 61,086 ) Earnings (loss) per share: Basic $ 0.24 $ ( 0.37 ) $ 0.74 $ ( 0.32 ) Diluted $ 0.24 $ ( 0.37 ) $ 0.73 $ ( 0.32 ) Weighted average shares outstanding: Basic 182,003,961 188,281,346 182,711,448 189,362,364 Diluted 182,772,186 188,281,346 183,831,571 189,362,364 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 WillScot Holdings Corporation Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Net income (loss) $ 43,332 $ ( 70,475 ) $ 134,326 $ ( 61,086 ) 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 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 loss ( 6,532 ) ( 22,618 ) ( 2,156 ) ( 17,156 ) Total comprehensive income (loss) $ 36,800 $ ( 93,093 ) $ 132,170 $ ( 78,242 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 WillScot Holdings Corporation 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 (in thousands) Shares Amount Balance at December 31, 2024 183,565 $ 19 $ 1,836,165 $ ( 70,627 ) $ ( 746,964 ) $ 1,018,593 Net income — — — — 43,055 43,055 Other comprehensive loss — — — ( 7,980 ) — ( 7,980 ) Withholding taxes on net share settlement of stock-based compensation — — ( 7,718 ) — — ( 7,718 ) Common Stock-based award activity 451 — 8,341 — — 8,341 Repurchase and cancellation of Common Stock ( 1,095 ) — ( 32,117 ) — — ( 32,117 ) Cash dividends declared — — ( 13,044 ) — — ( 13,044 ) Issuance of Common Stock from the exercise of options 188 — 2,232 — — 2,232 Balance at March 31, 2025 183,109 19 1,793,859 ( 78,607 ) ( 703,909 ) 1,011,362 Net income — — — — 47,939 47,939 Other comprehensive income — — — 12,356 — 12,356 Withholding taxes on net share settlement of stock-based compensation — — ( 265 ) — — ( 265 ) Common Stock-based award activity 63 — 8,373 — — 8,373 Repurchase and cancellation of Common Stock ( 1,533 ) — ( 40,079 ) — — ( 40,079 ) Cash dividends declared — — ( 12,899 ) — — ( 12,899 ) Issuance of Common Stock from the exercise of options 598 — 7,808 — — 7,808 Balance at June 30, 2025 182,237 19 1,756,797 ( 66,251 ) ( 655,970 ) 1,034,595 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 6 Nine Months Ended September 30, 2024 Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity (in thousands) Shares Amount Balance at December 31, 2023 189,967 $ 20 $ 2,089,091 $ ( 52,768 ) $ ( 775,093 ) $ 1,261,250 Net income — — — — 56,240 56,240 Other comprehensive income — — — 7,992 — 7,992 Withholding taxes on net share settlement of stock-based compensation — — ( 14,524 ) — — ( 14,524 ) Common Stock-based award activity 628 — 9,099 — — 9,099 Issuance of Common Stock from the exercise of options 3 — 69 — — 69 Balance at March 31, 2024 190,598 20 2,083,735 ( 44,776 ) ( 718,853 ) 1,320,126 Net loss — — — — ( 46,851 ) ( 46,851 ) Other comprehensive loss — — — ( 2,530 ) — ( 2,530 ) Common Stock-based award activity 26 — 9,614 — — 9,614 Repurchase and cancellation of Common Stock ( 2,036 ) ( 1 ) ( 79,074 ) — — ( 79,075 ) Issuance of Common Stock from the exercise of options 4 — 52 — — 52 Balance at June 30, 2024 188,592 19 2,014,327 ( 47,306 ) ( 765,704 ) 1,201,336 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. 7 WillScot Holdings Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, (in thousands) 2025 2024 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 Provision for credit losses 37,579 45,317 Impairment loss on intangible asset — 132,540 Gain on sale of rental equipment and other property, plant and equipment ( 21,183 ) ( 19,103 ) Amortization of debt discounts and debt issuance costs 10,011 9,192 Stock-based compensation expense 26,678 28,247 Deferred income tax expense (benefit) 30,282 ( 47,789 ) Unrealized currency losses (gains), net 178 ( 157 ) Other 2,559 3,129 Changes in operating assets and liabilities Trade receivables ( 7,738 ) ( 38,501 ) Inventories 3,703 ( 5,398 ) Prepaid expenses and other assets 2,463 ( 12,583 ) Operating lease assets and liabilities ( 418 ) 1,073 Accounts payable and other accrued expenses 72,647 35,879 Deferred revenue and customer deposits ( 5,780 ) 26,071 Net cash provided by operating activities 603,089 382,725 Investing activities: Acquisitions, net of cash acquired ( 144,387 ) ( 84,462 ) Purchase of rental equipment and refurbishments ( 238,839 ) ( 206,989 ) Proceeds from sale of rental equipment 46,045 43,906 Purchase of property, plant and equipment ( 15,164 ) ( 16,119 ) Proceeds from sale of property, plant and equipment 2,203 1,133 Purchases of investments ( 614 ) ( 6,137 ) Maturities of marketable securities 1,090 — Net cash used in investing activities ( 349,666 ) ( 268,668 ) Financing activities: Receipts from borrowings 977,756 1,101,484 Repayment of borrowings ( 1,082,693 ) ( 1,046,793 ) Payment of financing costs ( 7,328 ) ( 6,932 ) Payments on finance lease obligations ( 17,740 ) ( 14,815 ) Receipts from issuance of Common Stock from the exercise of options 10,040 121 Repurchase and cancellation of Common Stock ( 82,499 ) ( 130,346 ) Taxes paid on employee stock awards ( 8,009 ) ( 15,953 ) Dividends paid ( 38,368 ) — Net cash used in financing activities ( 248,841 ) ( 113,234 ) Effect of exchange rate changes on cash and cash equivalents 1,174 ( 735 ) Net change in cash and cash equivalents 5,756 88 Cash and cash equivalents at the beginning of the period 9,001 10,958 Cash and cash equivalents at the end of the period $ 14,757 $ 11,046 Supplemental cash flow information: Interest paid, net $ 139,551 $ 141,702 Income taxes paid, net $ 14,529 $ 42,693 Capital expenditures accrued or payable $ 16,376 $ 13,326 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 WillScot Holdings Corporation Notes to the Condensed Consolidated Financial Statements (Unaudited) NOTE 1 - Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Holdings Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative and flexible turnkey space solutions in the United States (“US”), Canada, and Mexico. The Company leases, sells, delivers and installs modular space solutions (modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions) and portable storage products (portable storage containers and climate-controlled containers and trailers) through an integrated network of branch locations. WillScot also offers its customers a thoughtfully curated selection of solutions with Value-Added Products ("VAPS"), such as workstations, furniture, appliances, media packages, power and solar solutions, telematics, connectivity and data solutions, security and protection products, entrance packages, electrical and lighting products, organization and space optimization assets, perimeter solutions and other items that improve the overall customer experience. The Company operates a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, site work, installation, disassembly, removal and other services to customers for an additional fee as part of leasing and sales operations. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US ("GAAP") for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries, that it controls due to ownership of a majority voting interest, and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented. Subsidiaries are fully consolidated from the dat e of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as WillScot. All intercompany balances and transactions are eliminated in consolidation. 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 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"), 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"), 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. 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. 9 NOTE 2 - Business Combination and Acquisition Business Combination 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, 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. Goodwill recorded for this acquisition is deductible for tax purposes. Revenue and earnings from the business combination following the acquisition date are not available, as the business was integrated into the Company's centralized financial and operational processes following the acquisition. Asset 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 Revenue Disaggregation Geographic Areas 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 September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 US $ 533,085 $ 565,021 $ 1,614,847 $ 1,683,434 Canada 28,453 29,657 84,771 88,495 Mexico 5,303 6,754 15,857 21,274 Total revenues $ 566,841 $ 601,432 $ 1,715,475 $ 1,793,203 Major Product and Service Lines Equipment leasing is the Company's core business and the primary driver of the Company's revenue and cash flows. This includes turnkey space solutions along with VAPS. Leasing is complemented by new unit sales and sales of rental units. In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance, removal, and other ad hoc services. 10 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 September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Modular space leasing revenue (a) $ 250,754 $ 254,531 $ 747,993 $ 760,404 Portable storage leasing revenue 79,756 85,746 236,354 263,628 VAPS and third party leasing revenues (b) 100,217 100,176 296,587 296,602 Other leasing-related revenue (b)(c) 3,497 15,125 30,596 54,137 Leasing revenue 434,224 455,578 1,311,530 1,374,771 Delivery and installation revenue 98,517 114,765 295,630 323,274 Total leasing and services revenue 532,741 570,343 1,607,160 1,698,045 New unit sales revenue 18,370 17,850 62,427 52,727 Rental unit sales revenue 15,730 13,239 45,888 42,431 Total revenues $ 566,841 $ 601,432 $ 1,715,475 $ 1,793,203 (a) Includes revenue from clearspan structures. (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 ( 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"). The remaining revenue was generated by performance obligations in contracts with customers for services or the sale of units subject to the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Receivables The Company manages credit risk associated with its accounts receivable at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 842 and ASC 606, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues. Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end markets. The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures. The Company's allowance for credit losses reflects its estimate of the amount of receivables that the Company will be unable to collect. T he estimated losses are calculated using the l oss rate method based upon a review of outstanding receivables, related aging, and historical collection experience. The Company's estimate is sensitive to changing circumstances, and the Company may be required to increase or decrease its allowance in future periods in response to changing circumstances, including changes in the economy or in the particular circumstances of individual customers. 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. 11 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 September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Balance at beginning of period $ 88,360 $ 89,070 $ 101,693 $ 81,656 Provision for credit losses, net of recoveries 17,823 22,121 37,579 45,317 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 When customers are billed in advance for services, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract. The balance sheet classification of deferred revenue is determined based on the contractual lease term. For contracts that continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed. 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. The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future services revenues that are expected to be recognized within twelve months, the Compa ny has elected to utilize the optional disclosure exemption made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the market rate in place at the time those services are provided, and therefore, the Company is applying the optional exemption to omit disclosure of such amounts. The primary costs to obtain contracts fo r new and rental unit sales with the Company's customers are commissions. The Company pays its sales force commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year. As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred. NOTE 4 - Inventories Inventories at the respective balance sheet dates consisted of the following: (in thousands) September 30, 2025 December 31, 2024 Raw materials $ 40,275 $ 39,823 Finished units 3,177 7,650 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. 12 NOTE 6 - Rental Equipment Rental equipment, net at the respective balance sheet dates consisted of the following: (in thousands) September 30, 2025 December 31, 2024 Modular space units $ 3,803,179 $ 3,658,086 Portable storage units 1,102,386 1,070,025 Value added products 230,058 220,205 Total rental equipment 5,135,623 4,948,316 Less: accumulated depreciation ( 1,723,183 ) ( 1,570,377 ) Rental equipment, net $ 3,412,440 $ 3,377,939 NOTE 7 - Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) Balance at December 31, 2023 $ 1,176,635 Additions from acquisitions 26,948 Effects of movements in foreign exchange rates ( 2,230 ) Balance at December 31, 2024 1,201,353 Additions from acquisitions 54,844 Effects of movements in foreign exchange rates 809 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: September 30, 2025 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated impairment loss Accumulated amortization Net book value Intangible assets subject to amortization: Customer relationships 3.2 $ 234,108 $ — $ ( 136,878 ) $ 97,230 Technology 0.8 1,500 — ( 1,313 ) 187 Trade names 2.0 165,500 ( 132,540 ) ( 20,116 ) 12,844 Indefinite-lived intangible assets: Trade name – WillScot 125,000 — — 125,000 Total intangible assets other than goodwill $ 526,108 $ ( 132,540 ) $ ( 158,307 ) $ 235,261 December 31, 2024 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated impairment loss Accumulated amortization Net book value Intangible assets subject to amortization: Customer relationships 3.5 $ 215,408 $ — $ ( 113,415 ) $ 101,993 Technology 1.5 1,500 — ( 1,125 ) 375 Trade names 2.7 165,500 ( 132,540 ) ( 9,164 ) 23,796 Indefinite-lived intangible assets: Trade name – WillScot 125,000 — — 125,000 Total intangible assets other than goodwill $ 507,408 $ ( 132,540 ) $ ( 123,704 ) $ 251,164 13 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) 2025 (remaining) $ 11,171 2026 40,210 2027 33,581 2028 18,037 2029 3,367 Thereafter 3,895 Total $ 110,261 NOTE 8 - Debt The carrying value of debt outstanding at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity September 30, 2025 December 31, 2024 2025 Secured Notes 6.125 % 2025 $ — $ 525,283 ABL Facility Varies 2027 1,484,139 1,556,651 2028 Secured Notes 4.625 % 2028 496,429 495,582 2029 Secured Notes 6.625 % 2029 493,411 492,467 2030 Secured Notes 6.625 % 2030 493,891 — 2031 Secured Notes 7.375 % 2031 494,635 494,329 Finance Leases Varies Varies 154,947 143,788 Total debt 3,617,452 3,708,100 Less: current portion of long-term debt 27,437 24,598 Total long-term debt $ 3,590,015 $ 3,683,502 Maturities of debt, including finance leases, during the periods subsequent to September 30, 2025 are as follows: (in thousands) 2025 (remaining) $ 18,004 2026 34,130 2027 1,528,354 2028 533,370 2029 525,491 Thereafter 1,034,619 Total $ 3,673,968 Asset Backed Lending Facility On July 1, 2020, certain subsidiaries of the Company, including Williams Scotsman, Inc. ("WSI"), entered into an asset-based credit agreement. As amended on June 30, 2022, the agreement 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 14 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 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 On March 26, 2025, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 6.625 % senior secured notes due 2030 (the "2030 Secured Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act. The 2030 Secured Notes mature on April 15, 2030 and bear interest at a rate of 6.625 % per annum. Interest is payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2025. Unamortized deferred financing costs pertaining to the 2030 Secured Notes were $ 6.1 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. The 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, and 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”). WillScot is not a guarantor of the Secured Notes. The Note Guarantors are guarantors or borrowers under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the Secured Notes. The Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of WSI and the Note Guarantors securing the ABL Facility. Upon the repayment of the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes (other than certain permitted liens), the collateral securing the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will be released and the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions. Finance Leases The Company maintains finance leases primarily for transportation and branch operations-related equipment. 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 September 30, 2025. NOTE 9 – Equity Common Stock 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 . 15 Dividends On February 18, 2025, the Company's Board of Directors approved a quarterly dividend program. 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 In September 2024, the Board of Directors approved a reset of the share repurchase program authorizing the Company to repurchase up to $ 1.0 billion of its outstanding shares of Common Stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing, business, legal, accounting, and other considerations. During the nine months ended September 30, 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 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 Balance at December 31, 2024 $ ( 80,720 ) $ 10,093 $ ( 70,627 ) Other comprehensive income (loss) before reclassifications 161 ( 5,710 ) ( 5,549 ) Reclassifications from AOCI to income — ( 2,431 ) ( 2,431 ) Balance at March 31, 2025 ( 80,559 ) 1,952 ( 78,607 ) Other comprehensive income (loss) before reclassifications 16,278 ( 1,469 ) 14,809 Reclassifications from AOCI to income — ( 2,453 ) ( 2,453 ) Balance at June 30, 2025 ( 64,281 ) ( 1,970 ) ( 66,251 ) 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 ) Other comprehensive (loss) income before reclassifications ( 5,548 ) 18,807 13,259 Reclassifications from AOCI to income — ( 5,267 ) ( 5,267 ) Balance at March 31, 2024 ( 61,579 ) 16,803 ( 44,776 ) Other comprehensive (loss) income before reclassifications ( 4,154 ) 7,247 3,093 Reclassifications from AOCI to income — ( 5,623 ) ( 5,623 ) Balance at June 30, 2024 ( 65,733 ) 18,427 ( 47,306 ) Other comprehensive income (loss) before reclassifications 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 $ 1.5 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. 16 NOTE 10 – Income Taxes 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. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company has evaluated the legislation and does not expect a material impact to its annual effective rate or financial statements. NOTE 11 - Derivatives In January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 750.0 million in aggregate notional amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.44 % on the notional amount. In January 2024, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 500.0 million in aggregate notional amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.70 % on the notional amount. The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027. 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 September 30, 2025 December 31, 2024 Cash Flow Hedges: Interest rate swaps Prepaid expenses and other current assets $ 1,154 $ 6,990 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 nine months ended September 30, 2025 and 2024 : Nine Months Ended September 30, (in thousands) 2025 2024 (Loss) gain recognized in OCI $ ( 9,636 ) $ 3,947 Location of gain recognized in income Interest expense, net Interest expense, net Gain reclassified from AOCI into income $ ( 7,366 ) $ ( 16,487 ) 17 NOTE 12 - Fair Value Measures The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company utilizes the following accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company has assessed that the fair values of cash and short-term deposits, marketable securities, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. The Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include rental equipment, property, plant and equipment, goodwill, intangible assets, and certain other assets. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at September 30, 2025 and December 31, 2024 approximate their respective book values. The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates. The fair values of the Secured Notes are based on their last trading price at the end of each period obtained from a third party. The following table shows the carrying amounts and fair values of these financial liabilities measured using Level 2 inputs: September 30, 2025 December 31, 2024 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value 2025 Secured Notes $ — $ — $ 525,283 $ 527,269 2028 Secured Notes 496,429 492,105 495,582 477,170 2029 Secured Notes 493,411 511,840 492,467 506,235 2030 Secured Notes 493,891 514,885 — — 2031 Secured Notes 494,635 521,940 494,329 514,310 Total $ 1,978,366 $ 2,040,770 $ 2,007,661 $ 2,024,984 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. 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 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"), 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. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. 18 Restricted Stock Awards The following table summarizes the Company's RSA activity for the nine months ended September 30, 2025 and 2024 : 2025 2024 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 36,346 $ 38.11 28,946 $ 44.44 Granted 64,070 $ 27.86 32,332 $ 38.20 Vested ( 32,332 ) $ 38.20 ( 28,946 ) $ 44.44 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 $ 0.5 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 nine months ended September 30, 2025 and 2024 : 2025 2024 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 576,652 $ 43.87 618,836 $ 36.07 Granted 677,853 $ 31.08 273,524 $ 48.68 Forfeited ( 53,320 ) $ 40.92 ( 35,254 ) $ 45.91 Vested ( 242,578 ) $ 39.79 ( 264,907 ) $ 30.36 Outstanding at end of period 958,607 $ 35.92 592,199 $ 43.87 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 activity for the nine months ended September 30, 2025 and 2024 : 2025 2024 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 1,768,460 $ 47.02 1,939,691 $ 42.95 Granted 406,265 $ 44.16 295,833 $ 66.60 Forfeited ( 46,356 ) $ 54.88 ( 26,325 ) $ 56.58 Vested (a) ( 620,326 ) $ 43.18 ( 377,197 ) $ 39.08 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 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 19 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 . The target number of RSUs may be adjusted from 0 % to 200 % based on the TSR attainment levels defined by the Company's Compensation Committee. The 100 % target payout is tied to performance at the 50 % percentile, with a payout curve ranging from 0 % (for performance less than the 25 % percentile) to 200 % (for performance above the 85 % percentile). For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over performance periods of 4.5 years to 4.8 years. 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 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 nine months ended September 30, 2025 : WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share 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 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 Outstanding at beginning of period 534,188 $ 13.60 829,246 $ 12.86 Exercised — $ — ( 7,093 ) $ 17.04 Outstanding at end of period 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. 20 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. Assumptions 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 The Company is involved in various lawsuits, claims and legal proceedings that arise in the ordinary course of business. The Company assesses these matters on a case-by-case basis as they arise and establishes reserves as required. 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. NOTE 15 - Segment Reporting The Company has one reportable segment. Refer to Note 3 for revenue by geographic area and revenue by major product and service lines. Refer to the Condensed Consolidated Balance Sheets for total assets. Refer to the Condensed Consolidated Statements of Cash Flows for total expenditures for additions to long-lived assets. The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization. The Company reflects further adjustments to EBITDA (“Adjusted EBITDA”) to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core and ongoing business operations. The measure of profit or loss used by the Chief Operating Decision Maker ("CODM") to evaluate operating segment performance and allocate resources is Adjusted EBITDA. Management believes that evaluating operating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company. The Company considers Adjusted EBITDA to be an important metric because it reflects the business performance of the segment, inclusive of indirect costs. 21 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 Revenues: Leasing and services revenue: Unit leasing and other rental-related $ 334,007 $ 355,402 $ 1,014,943 $ 1,078,169 VAPS and third party leasing 100,217 100,176 296,587 296,602 Delivery revenue 53,009 56,985 157,428 173,394 Installation revenue 45,508 57,780 138,202 149,880 Sales revenue: New units 18,370 17,850 62,427 52,727 Rental units 15,730 13,239 45,888 42,431 Total revenues 566,841 601,432 1,715,475 1,793,203 Less: (a) Costs of leasing and services: Unit leasing 78,444 78,328 227,285 245,586 VAPS and third party leasing 19,107 17,722 53,674 51,106 Delivery 43,717 44,896 129,353 135,051 Installation 38,341 46,879 114,655 115,736 Costs of sales: New units 13,806 9,665 42,556 31,296 Rental units 8,174 6,246 23,868 22,207 Employee SG&A expense (b) 67,279 53,547 203,015 191,417 Other segment items (c) 54,666 77,286 200,064 222,356 Adjusted EBITDA $ 243,307 $ 266,863 $ 721,005 $ 778,448 (a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (b) Employee SG&A expense consists of salaries and wages, bonuses, commissions, payroll taxes, and employee benefits. (c) Other segment items consist of service agreements, 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 Net income (loss) $ 43,332 $ ( 70,475 ) $ 134,326 $ ( 61,086 ) Income tax expense (benefit) 17,008 ( 20,566 ) 54,902 ( 17,377 ) Interest expense, net 58,466 55,823 175,912 167,959 Depreciation and amortization 108,058 99,320 317,782 285,894 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 Integration and transaction costs 1,149 1,692 2,921 7,675 Stock compensation expense 9,964 9,534 26,678 28,247 Other (a) 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 of legal and professional fees related to a terminated transaction. 22 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 September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Numerator: Net income (loss) $ 43,332 $ ( 70,475 ) $ 134,326 $ ( 61,086 ) Denominator: Weighted average Common Shares outstanding – basic 182,004 188,281 182,711 189,362 Dilutive effect of outstanding securities: RSAs 11 — 18 — Time-based RSUs 50 — 50 — Performance-based RSUs 443 — 519 — Stock options 264 — 534 — Weighted average Common Shares outstanding – dilutive 182,772 188,281 183,832 189,362 The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 RSAs — 32 — 32 Time-based RSUs 850 592 684 592 Performance-based RSUs 952 1,832 977 1,832 Stock Options 220 1,356 73 1,356 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. 23