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Item 1A. Risk Factors

2026-02-19 compared with 2025-02-20 · 91 added, 151 removed, 285 unchanged (46% of the section changed)

Risks Relating to Our Business

We are subject to various laws and regulations, including recent pronouncements related to laws and regulations governing antitrust, climate related disclosures, cybersecurity and information technology, privacy, government contracts, anti-corruption and the environment.

Global or local economic movements could have a material adverse effect on our business.

Our business, which operates in the US, Canada, and Mexico, has been, and may continue to be, negatively impacted by economic movements or downturns in the local markets in which we operate or global markets generally.

Adverse economic conditions may reduce commercial activity, cause disruption and extreme volatility in global financial markets and increase rates of default and bankruptcy.

Reduced economic activity has at times historically resulted in reduced demand for our products and services.

Disruptions in financial markets could negatively impact the ability of our customers to pay their obligations to us in a timely manner and increase our counterparty risk.

If economic conditions worsen, we may face reduced demand and an increase, relative to historical levels, in the time it takes to receive customer payments.

If we are not able to adjust our business in a timely and effective manner to changing economic conditions, our business, results of operations, and financial condition may be materially adversely affected.

Moreover, the level of demand for our products and services is sensitive to the level of demand within various sectors, particularly the commercial and industrial, construction and infrastructure, education, energy and natural resources, and government end markets.

We experienced a decline in new contract activations and resulting units on rent over the past three years as a result of the decline in non-residential construction square foot starts in the US from peak levels near the end of 2022.

Each of these sectors is influenced not only by the state of the general global economy, but also by a number of more specific factors as well.

For example, a decline in global or local energy prices may materially adversely affect demand for modular buildings within the energy and resources sector.

The levels of activity in these sectors and geographic regions may also be cyclical, and we may not be able to predict the timing, extent or duration of the activity cycles in the markets in which we or our key customers operate.

A decline or slowed growth in any of these sectors or geographic regions could result in reduced demand for our products and services, which may materially adversely affect our business, results of operations, and financial condition.

We face significant competition in the modular space and portable storage industries.

Such competition may result in pricing pressure or an inability to maintain or grow our market share.

If we are unable to compete successfully, we could lose customers and our revenue and profitability could decline.

Although our competition varies significantly by market, the modular space and portable storage industries are highly competitive and highly fragmented.

We compete based on a number of factors, including customer relationships, product quality and availability, delivery speed, VAPS and service capabilities, pricing, and overall ease of doing business.

We may experience pricing pressures in our operations as some of our competitors seek to obtain market share by reducing prices, and we may face reduced demand for our products and services if our competitors are able to provide new or innovative products or services that better appeal to customers.

In most of our end markets, we face competition from national, regional and local companies that have an established market position in the specific service area, and we expect to encounter similar competition in any new markets or new product lines that we may enter.

In certain markets or product lines, some of our competitors may have greater market share, less debt, greater pricing flexibility, more attractive product or service offerings, better brand recognition or superior marketing and financial resources.

Increased competition could result in lower profit margins, substantial pricing pressure, and reduced market share.

Price competition, together with other forms of competition, may materially adversely affect our business, results of operations, and financial condition.

If we do not manage our credit risk effectively, collect on our accounts receivable, or recover our rental equipment from our customers, it could materially adversely affect our business, financial condition and results of operations.

We perform credit evaluation procedures on our customers and require advance payment, security deposits, or other forms of security from our customers when we identify a significant credit risk.

Failure to manage our credit risk and receive timely payments on our customer accounts receivable may result in the write-off of customer receivables and loss of units if we are unable to recover our rental equipment from our customers’ sites.

If we are not able to manage credit risk, or if a large number of our customers have financial difficulties at the same time, our credit and rental equipment losses would increase above historical levels.

If this should occur, our business, financial condition, results of operations, and cash flows may be materially adversely affected.

We face risks from our Network Optimization Plan, which could adversely affect our financial condition, results of operations and cash flows.

The execution of our Network Optimization Plan involves operational, financial, and execution risks.

We may experience delays or increased costs associated with exiting leased properties, including costs to dispose of or relocate related rental equipment.

Additionally, the abandonment of rental fleet units may reduce the availability of certain equipment types or configurations, which could impair our ability to meet customer demand or maintain service levels in certain markets.

Although we believe the Network Optimization Plan will maintain market coverage and adequate idle fleet to support projected

demand, there is no assurance that these actions will not negatively impact customer relationships, revenue, or our competitive position.

If we are unable to successfully implement the Network Optimization Plan as intended, or if the anticipated cost savings and operational efficiencies are not realized on the expected timeline or at all, our business, financial condition, cash flows, and results of operations could be adversely affected.

We are subject to various laws and regulations governing antitrust, climate related disclosures, cybersecurity and information technology, privacy, government contracts, anti-corruption and the environment.

Obligations and liabilities under these laws and regulations may materially harm our business.

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Similar to conventionally constructed buildings, the modular business industry is also subject to regulations by multiple governmental agencies in each jurisdiction relating to, among others, environmental, zoning and building standards, and health, safety and transportation matters.

These regulations affect our Storage Solutions customers, most of whom use our storage units to store their goods on their own properties for various lengths of time.

These regulations affect our portable storage solutions customers, most of whom use our storage units to store their goods on their own properties for various lengths of time.

If local zoning laws or planning permission regulations in one or more of our markets no longer allow our units to be stored on customers' sites, our business in that market will suffer.

Noncompliance with applicable regulations, implementation of new regulations or modifications to existing regulations may increase costs of compliance, require the termination of certain activities or otherwise materially adversely affect our business, results of operations, and financial condition.

Recent Pronouncements

Recent pronouncements by the SEC, Federal Trade Commission, and Department of Justice, and from the state of California, among others, related to antitrust, climate related disclosures, cybersecurity, and privacy could have the impact of increasing Company compliance costs, increasing potential liability to the Company as a result of frivolous lawsuits, or place the Company in a position of not knowing when or if the laws are finalized in a particular area for the Company to effectively comply.

US Government Contract Laws and Regulations

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Our safety record could be ranked poorly compared to peer firms.

A poor safety ranking may result in the loss of customers or difficulty attracting and retaining qualified drivers which could affect our results of operations.

Should additional rules be enacted in the future, compliance with such rules could result in additional costs.

A poor safety ranking may result in the loss of customers or difficulty attracting and retaining qualified drivers, which could adversely affect our results of operations.

Should additional rules be enacted in the future, compliance with such rules could result in material additional costs.

Additionally, we are subject to and may be required to expend funds to ensure compliance with a variety of laws, regulations, and ordinances related to unit titling, stamping, and registration rules and procedures, and notification requirements to agencies and law enforcement relating to unit transfers, particularly when acquiring new assets and operations.

Many of these laws and regulations are frequently complex and subject to interpretation, and failure to comply with present or future regulations or changes in interpretations of existing laws or regulations may result in impairment or suspension of our operations and the imposition of penalties and other liabilities.

At various times, we may be involved in disputes with local governmental officials regarding the development and/or operation of our units.

At various times, we may be involved in

disputes with local governmental officials regarding the development and/or operation of our units.

We may be subject to similar types of regulations by governmental agencies in new markets.

In addition, new legal or regulatory requirements or changes in existing requirements may delay or increase the cost of acquiring and integrating new units, which may adversely impact our ability to conduct business.

Anti-Corruption Laws and Regulations

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Additionally, activist investors may attempt to replace some or all members of our Board of Directors, which could create uncertainly regarding our strategic direction and negatively impact our governance and leadership stability.

Perceived uncertainties regarding our future direction, strategy or leadership that arise as a consequence

of activist investor initiatives may result in the loss of potential business opportunities, harm our ability to attract or retain investors, employees and business partners, and cause our stock price to experience periods of volatility or stagnation.

Perceived uncertainties regarding our future direction, strategy or leadership that arise as a consequence of activist investor initiatives may result in the loss of potential business opportunities, harm our ability to attract or retain investors, employees and business partners, and cause our stock price to experience periods of volatility or stagnation.

We may be unable to successfully acquire and integrate new operations, which could cause our business to suffer.

We have historically achieved a significant portion of our growth through acquisitions, and we will continue to consider potential acquisitions on a selective basis.

There can be no assurance that we will be able to identify suitable acquisition opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us.

There can be no assurance that we will be able to identify suitable acquisition

opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us.

Additionally, we cannot predict if or when acquisitions will be completed, and we may face significant competition for acquisition targets.

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Any of these events could cause lower revenue growth than anticipated, reductions in our earnings per share, impact our ability to borrow funds under our credit facility, decrease or delay the accretive effect of the acquisitions that we anticipated and negatively impact our stock price.

Global or local economic movements could have a material adverse effect on our business.

Adverse economic conditions may reduce commercial activity, cause disruption and extreme volatility in global financial markets and increase rates of default and bankruptcy.

Reduced economic activity has at times historically resulted in reduced demand for our products and services.

Disruptions in financial markets could negatively impact the ability of our customers to pay their obligations to us in a timely manner and increase our counterparty risk.

If economic conditions worsen, we may face reduced demand and an increase, relative to historical levels, in the time it takes to receive customer payments.

If we are not able to adjust our business in a timely and effective manner to changing economic conditions, our business, results of operations and financial condition may be materially adversely affected.

Moreover, the level of demand for our products and services is sensitive to the level of demand within various sectors, particularly the commercial and industrial, construction, education, energy and natural resources, and government end markets.

We have experienced a decline in new contract activations and resulting units on rent in 2024 as a result of the decline in non-residential construction square foot starts in the US.

Each of these sectors is influenced not only by the state of the general global economy, but also by a number of more specific factors as well.

For example, a decline in global or local energy prices may materially adversely affect demand for modular buildings within the energy and resources sector.

Any failure of our management information systems could disrupt our business operations, which could result in decreased lease or sale revenue and increase overhead costs.

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Tariffs and/or other developments with respect to trade policies, trade agreements and government regulations may materially adversely affect our business, financial condition and results of operations.

From time to time, the US government has historically imposed and may in the future impose tariffs on steel, aluminum, lumber, and other imports from certain countries, which could result in increased costs to us for these materials.

Without limitation, (i) tariffs currently in place and (ii) the imposition by the federal government of new tariffs on imports to the US could materially increase (a) the cost of our products that we are offering for sale or lease, (b) the cost of certain products that we source from foreign manufacturers, and (c) the cost of certain raw materials or products that we utilize.

From time to time, the US government has historically imposed and may in the future impose tariffs on steel, aluminum, lumber, and other imports from certain countries or countries generally, which could result in increased costs for these materials.

manufacturers, and (c) the cost of certain raw materials or products that we utilize.

We may not be able to pass such increased costs on to our customers, and we may not be able to secure sources of certain products and materials that are not subject to tariffs on a timely basis.

The current US administration has announced plans to implement or increase tariffs, particularly on products manufactured in China, Canada, and Mexico, though it remains unclear what specific actions will be taken.

Any escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments or shifts in US or international trade policies could adversely impact our supply chain, increase costs, and reduce demand for our products.

Although we actively monitor our procurement policies and practices to avoid undue reliance on foreign-sourced goods subject to tariffs, when practicable, such developments may materially adversely affect our business, financial condition, and results of operations.

We face significant competition in the modular space and portable storage industries.

Such competition may result in pricing pressure or an inability to maintain or grow our market share.

If we are unable to compete successfully, we could lose customers and our revenue and profitability could decline.

Although our competition varies significantly by market, the modular space and portable storage industries are highly competitive and highly fragmented.

In most of our end markets, we face competition from national, regional and local companies who have an established market position in the specific service area, and we expect to encounter similar competition in any new markets or new product lines that we may enter.

Increased competition could result in lower profit margins, substantial pricing pressure, and reduced market share.

Price competition, together with other forms of competition, may materially adversely affect our business, results of operations, and financial condition.

We perform credit evaluation procedures on our customers on each transaction and require advance payment, security deposits, or other forms of security from our customers when we identify a significant credit risk.

If we are not able to manage credit risk, or if a large number of our customers should have financial difficulties at the same time, our credit and

rental equipment losses would increase above historical levels.

If this should occur, our business, financial condition, results of operations, and cash flows may be materially adversely affected.

The current US administration has implemented or increased, or announced plans to implement or increase tariffs, including on products manufactured in China, Canada, and Mexico, though it remains unclear what specific actions will be implemented or be maintained.

The implementation or maintenance of tariffs announced to date or announced in the future, or any escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments or shifts in US or international trade policies could increase uncertainty and adversely impact our supply chain, increase costs, and reduce demand for our products, directly or indirectly due to negative effects on our customers, the US economy, the economies of other countries in which we operate or the global economy, any or all of which developments may materially adversely affect our business, financial condition, and results of operations.

Further, the duration and scope of these potential effects are unknown.

Although we actively monitor our procurement policies and practices to avoid undue reliance on foreign goods subject to tariffs, when practicable, there is no assurance that any actions we implement as a result will allow us to avoid these potential effects.

Fluctuations in interest rates and commodity prices may also materially adversely affect our revenues, results of operations and cash flows.

Although we have fixed-rate debt through our Senior Secured Notes, our borrowings under our senior secured revolving credit facility remain variable rate debt.

Our interest rate swaps have partially mitigated the impacts of fluctuations in interest rates under the senior secured revolving credit facility.

Although we have fixed-rate debt through our Senior Secured Notes (as defined below), our borrowings under our senior secured asset-based revolving credit facility (the "ABL Facility") remain variable rate debt.

Our interest rate swaps have partially mitigated the impacts of fluctuations in interest rates under the ABL Facility.

However, fluctuations in interest rates have in the past negatively impacted, and may continue to negatively impact, the amount of our interest payments, as well as our ability to refinance portions of our existing debt in the future at attractive interest rates.

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We believe a unionized workforce would generally increase our operating costs, divert attention of management from servicing customers, and increase the risk of work stoppages, all of which could have a material adverse effect on our business, results of operations, or financial condition.

Anticipated changes in immigration laws and regulations could decrease the pool of candidates with legal work authorization, cause disruption in the workforce for all companies, and increase the costs, time, and requirements to hire new employees.

Anticipated changes in immigration laws and regulations could decrease the pool of candidates with legal work authorization, cause disruption in the workforce for companies, and increase the costs, time, and requirements to hire new employees.

Our ability to profitably execute our business plan depends on our ability to attract, develop and retain qualified personnel.

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Our customer base includes customers operating in a variety of industries which may be subject to changes in their competitive environment as a result of the global, national or local economic climate in which they operate and/or economic or financial disruptions to their industry.

Our customer base includes customers operating in a variety of industries, including commercial and industrial, construction, education, energy and natural resources, government, retail, and other end markets.

Our customer base includes customers operating in a variety of industries, including commercial and industrial, construction and infrastructure, education, energy and natural resources, government, retail, and other end markets.

Many of these customers, across this wide range of industries, are facing economic and/or financial pressure from changes to their industry resulting from the global, national and local economic climate in which they operate and industry-specific economic and financial disruptions, including, in some cases, consolidation and lower sales revenue from physical locations, resulting from changes in political, social and economic conditions.

These and any future changes to any of the industries in which our customers operate could cause them to rent fewer units from us or otherwise be unable to satisfy their obligations to us.

In addition, certain of our customers are facing financial pressure and such pressure, or other factors, may result in consolidation in some industries and/or an increase in bankruptcy filings by certain customers.

In addition, certain of our customers are facing financial pressure and such pressure, or other factors, may result in consolidation

in some industries and/or an increase in bankruptcy filings by certain customers.

Each of these facts and industry impacts, individually or in the aggregate, could have a materially adverse effect on our operating results.

We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business.

Our ability to compete effectively depends in part upon protection of our rights in trademarks, copyrights and other intellectual property rights we own or license, including patents to our patented locking system.

Our ability to compete effectively depends in part upon protection of our rights in trademarks, copyrights and other intellectual property rights we own or license.

Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate.

Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information and patents, or to defend against claims by third parties that our services or our use of intellectual property infringe their intellectual property rights.

Any litigation or claims

brought by or against us could result in substantial costs and diversion of resources.

Any litigation or claims brought by or against us could result in substantial costs and diversion of resources.

A successful claim of trademark, copyright or other intellectual property infringement against us could prevent us from providing services, which could harm our business, financial condition or results of operations.

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Failure to close our unit sales transactions as we project could cause our actual revenue or cash flow for a particular fiscal period to differ from expectations.

Sales of new and used modular space and portable storage units to customers represented approximately 6% of WillScot's revenue during the year ended December 31, 2024.

Sales of new and used modular space and portable storage units to customers represented approximately 6% of our revenue during the year ended December 31, 2025.

Sale transactions are subject to certain factors that are beyond our control, including permit requirements, the timely completion of prerequisite work by others and weather conditions.

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If we are unable to accurately predict the timing of these sal es, we may fail to take advantage of business and growth opportunities otherwise available, and our business, results of operations, financial condition, and cash flows may be materially adversely affected.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results, which could lead to a loss of investor confidence in our financial statements and have an adverse effect on our stock price.

Effective internal controls are necessary for us to provide reliable and accurate financial statements and to effectively prevent fraud.

We devote significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002 as amended (the "Sarbanes-Oxley Act").

There is no assurance that material weaknesses or significant deficiencies will not occur or that we will be successful in adequately remediating any such material weaknesses and significant deficiencies.

We may in the future discover areas of our internal controls that need improvement.

We cannot be certain that we will be successful in maintaining adequate internal control over our financial reporting and financial processes.

Furthermore, as we grow our business, including through acquisition, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective.

Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies, and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner.

The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations, subject us to investigations from regulatory authorities or cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

We are subject to evolving public disclosure, financial reporting, internal controls, and corporate governance expectations and regulations that impact compliance costs and risks of noncompliance.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC and Nasdaq, as well as evolving investor expectations around disclosures, financial reporting, internal controls, corporate governance and environmental and social practices.

These rules and regulations continue to evolve in scope and complexity, and many new requirements have been created in response to laws enacted by the US and foreign governments, making compliance more difficult and uncertain.

The increase in costs to comply with such evolving expectations, rules and regulations, as well as any risk of noncompliance, could adversely impact us.

We may be unable to achieve our environmental, social and governance goals.

We are dedicated to corporate social responsibility and sustainability and our employees, customers, and stockholders expect us to make significant advancements in environmental, social and governance matters.

In part to address these concerns, we established certain goals as part of our ESG strategy.

We may be unable to achieve our sustainability goals.

We are dedicated to corporate social responsibility and sustainability and our employees, customers, and stockholders expect us to make significant advancements in sustainability matters.

In part to address these concerns, we established certain goals as part of our sustainability strategy.

Achievement of our goals is subject to risks and uncertainties, many of which are outside of our control, and it is possible that we may fail to achieve these goals or that our colleagues, customers, or stockholders might not be satisfied with our efforts.

These risks and uncertainties include, but are not limited to:

These risks and uncertainties include:

our ability to execute our operational strategies and achieve our goals within the costs that we currently project and the timeframes we expect;

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If we are unable to meet our goals, we may lose employees, and have difficulty recruiting new employees, investors, customers, or partners, our stock price may be negatively impacted, our reputation may be negatively affected, and it may be more difficult for us to compete effectively, all of which would have an adverse effect on our business, operating results, and financial condition.

Our operations are exposed to operational, economic, political, and regulatory risks.

We operate in the US, Canada, and Mexico.

For the year ended December 31, 2024, approximately 94%, 5%, and 1% of our revenue was generated in the US, Canada, and Mexico, respectively.

Our operations in any of these countries could be affected by foreign and domestic economic, political and regulatory risks, including (a) regulatory requirements that are subject to change and that could restrict our ability to assemble, lease or sell products;

(b) economic downturns, inflationary and recessionary markets, including in capital and equity markets, fluctuations in foreign currency exchange and interest rates;

(c) trade protection measures, including increased duties, taxes or tariffs, and import or export licensing requirements;

(d) compliance with applicable antitrust and other regulatory rules and regulations relating to potential acquisitions;

(e) different local product preferences and product requirements;

(f) pressures on management time and attention due to the complexities of overseeing multi-national operations;

(g) challenges in maintaining staffing;

(h) different labor regulations and the potential impact of collective bargaining;

(i) potentially adverse consequences from changes in, or interpretations of, tax laws;

(j) potentially adverse consequences from change in, or interpretation of, securities laws and other financial reporting regulations;

(k) political and economic instability;

(l) enforcement of remedies in various jurisdictions;

(m) the risk that the business partners upon whom we depend for technical assistance will not perform as expected;

(n) compliance with applicable export control laws and economic sanctions laws and regulations;

(o) price controls and ownership regulations;

(p) obstacles to the

repatriation of earnings and cash;

(q) differences in business practices that may result in violation of Company policies, including, but not limited to, bribery and collusive practices;

and (r) reduced protection for intellectual property in some countries.

Additionally, any sustained international conflict may have a negative economic or other impact on the markets we serve, our operations and financial results.

These and other risks may materially adversely affect our business, results of operations, and financial condition.

Effective management of our fleet is vital to our business, and our failure to properly safeguard, design, manufacture, repair, maintain and manage our fleet could harm our business and reduce our operating results and cash flows.

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Building codes are generally reviewed, debated and, in certain cases, modified on a national level every three years as an ongoing effort to keep the regulations current and improve the life, safety and welfare of the buildings' occupants.

All aspects of a given code are subject to change, including, but not limited to, such items as structural specifications for earthquake safety, energy efficiency and environmental standards, fire and life safety, transportation, lighting and noise limits.

All aspects of a given code are subject to change, including such items as structural specifications for earthquake safety, energy efficiency and environmental standards, fire and life safety, transportation, lighting and noise limits.

On occasion, state agencies have undertaken studies of indoor air quality and noise levels with a focus on permanent and modular classrooms.

This process leads to a systematic change that requires engagement in the process and recognition that past methods will not always be accepted.

New modular construction is very similar to conventional construction where newer codes and regulations generally increase cost.

New modular construction is very similar to conventional construction where newer codes and regulations

generally increase costs.

New governmental regulations may increase our costs to acquire new rental equipment, as well as increase our costs to refurbish existing equipment.

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If we are unable to pass these increased costs on to our customers, our business, financial condition, operating cash flows, and results of operations could be negatively impacted.

Our operations face foreign currency exchange rate exposure, which may materially adversely affect our business, results of operations and financial condition.

We hold assets, incur liabilities, earn revenue and pay expenses in certain currencies other than the US Dollar, primarily the Canadian Dollar and the Mexican Peso.

Our consolidated financial results are denominated in US Dollars, and therefore, during times of a strengthening US Dollar, our reported revenue in non-US Dollar jurisdictions will be reduced because the local currency will translate into fewer US Dollars.

Revenue and expenses are translated into US Dollars at the average exchange rate for the period.

In addition, the assets and liabilities of our non-US Dollar subsidiaries are translated into US Dollars at the exchange rates in effect on the balance sheet date.

Foreign currency exchange adjustments arising from certain intercompany obligations with and between our domestic companies and our foreign subsidiaries are marked-to-market and recorded as a non-cash loss or gain in each of our financial periods in our consolidated statements of operations.

Accordingly, changes in currency exchange rates will cause our foreign currency translation adjustment in the consolidated

statements of comprehensive income (loss) to fluctuate.

In addition, fluctuations in foreign currency exchange rates will impact the amount of US Dollars we receive when we repatriate funds from our non-US Dollar operations.

Significant increases in the costs and restrictions on the availability of raw materials and labor could increase our operating costs significantly and harm our profitability.

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In connection with our business, to better serve our customers and optimize our capital expenditures, we often move our fleet from branch to branch.

In addition, most of our customers arrange for delivery and pickup of our units through us.

In addition, most of our customers arrange for delivery and pick up of our units through us.

Accordingly, we could be materially adversely affected by significant increases in fuel prices that result in higher costs to us for transporting equipment.

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Unfavorable economic conditions may also adversely affect our suppliers or the terms on which we purchase products.

In the future, we may not be able to negotiate arrangements with third parties to secure products that we require in sufficient quantities or on reasonable terms.

We may not be able to negotiate arrangements with third parties to secure products that we require in sufficient quantities or on reasonable terms.

If we cannot negotiate arrangements with third parties to produce our products or if the third parties fail to produce our products to our specifications or in a timely manner, our business, results of operations, and financial condition may be materially adversely affected.

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As of December 31, 2025, we had approximately $1,257.6 million and $224.1 million of goodwill and intangible assets, net, respectively, in our consolidated balance sheet, which represented approximately 21.6% and 3.9% of total assets, respectively.

We evaluate goodwill and indefinite-lived intangible assets for impairment on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount.

Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding revenue growth rates, EBIT margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, exchange rates, royalty rates, benefits associated with a taxable transaction and synergistic benefits available to market participants.

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Declines in market conditions, a trend of weaker than anticipated financial performance for our reporting units or declines in projected revenue, a decline in our share price for a sustained period of time, an increase in the market-based weighted average cost of capital or a decrease in royalty rates, among other factors, are indicators that the carrying value of our goodwill or indefinite-life intangible assets may not be recoverable.

impairment is identified, a charge to earnings would be recorded which may materially adversely affect our financial condition and results of operations.

In the event impairment is identified, a charge to earnings would be recorded which may materially adversely affect our financial condition and results of operations.

Risks Relating to Income Tax

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As of December 31, 2025, we had US net operating loss (“NOL”) carryforwards of approximately $180.8 million and $187.0 million for US federal income tax and state tax purposes, respectively, available to offset future taxable income, prior to consideration of annual limitations that Section 382 of the Internal Revenue Code of 1986 may impose.

The US NOL carryforwards begin to expire in 2025 for state and 2031 for federal if not utilized.

The US NOL carryforwards begin to expire in 2026 for state and in 2031 for federal if not utilized.

Our US NOL and tax credit carryforwards could expire unused and be unavailable to offset future income tax liabilities.

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Deferred interest expense exists primarily within our US operating companies, where interest expense was not previously deductible as incurred but may become deductible in the future subject to certain limitations.

We may have to write down, through income tax expense, the carrying amount of certain deferred tax assets to the extent we determine it is not probable that we will realize such deferred tax assets under accounting principles generally accepted in the US.

Unanticipated changes in our tax obligations, the adoption of a new tax legislation, or exposure to additional income tax liabilities could affect profitability.

Unanticipated changes in our tax obligations, the adoption of new tax legislation, or exposure to additional income tax liabilities could affect profitability.

We are subject to income taxes in the US, Canada, Me xico, and India.

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However, there can be no assurance that we will accurately predict the outcomes of these potential examinations, and the amounts that we ultimately pay upon resolution of examinations could be materially different from the amounts we previously included in our income tax provision and, therefore, could have a material impact on our results of operations and cash flows.

In addition, our future effective tax rate could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, changes in tax laws and the discovery of new information during our tax return preparation process.

preparation process.

Changes in tax laws or regulations, including changes in the US related to the treatment of accelerated depreciation expense, carry-forwards of net operating losses, and taxation of foreign income and expenses may increase tax uncertainty and adversely affect our results of operations.

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If we are unable to obtain financing on acceptable terms, we may have to curtail our growth by, among other things, curtailing the expansion of our fleet of units or our acquisition strategy.

Additionally, future credit market conditions could increase the likelihood that one or more of our lenders may be unable to honor their commitments under our credit facility, which could have an adverse effect on our financial condition and results of operations.

Additionally, future credit market conditions could increase the likelihood that one or more of our lenders may be unable to honor their commitments under our ABL Facility, which could have an adverse effect on our financial condition and results of operations.

Economic disruptions affecting key counterparties could also materially adversely affect our business.

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Our leverage may make it difficult for us to service our debt and operate our business.

As of December 31, 2024, we had $3.7 billion of total indebtedness, excluding deferred financing fees, consisting of $1.6 billion of borrowings under our ABL Facility, $526.5 million of our 2025 Secured Notes, $500.0 million of our 2028 Secured Notes, $500.0 million of our 2029 Secured Notes, $500.0 million of our 2031 Secured Notes, and $143.8 million of finance leases.

As of December 31, 2025, we had $3.6 billion of total indebtedness, excluding deferred financing fees, consisting of $1.5 billion of borrowings under our ABL Facility, $500.0 million of our 4.625% senior secured notes due 2028 ("2028 Secured Notes"), $500.0 million of our 6.625% senior secured notes due 2029 ("2029 Secured Notes"), $500.0 million of our 6.625% senior secured notes due 2030 ("2030 Secured Notes"), $450.0 million of our 7.375% senior secured notes due 2031 ("2031 Secured Notes" and collectively "Senior Secured Notes"), and $166.9 million of finance leases.

Our leverage could have important consequences, including (a) making it more difficult to satisfy our obligations with respect to our various debt and liabilities;

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We and our subsidiaries may be able to incur substantial additional debt in the future, including in connection with capital leases.

Although the credit agreement that governs our credit facility and the indentures that govern our outstanding notes contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of debt that we could incur in compliance with these restrictions could be substantial.

In addition, the credit agreement that governs our credit facility and the indentures do

not prevent us from incurring other obligations that do not constitute indebtedness under those agreements.

Although the ABL Facility and the indentures that govern our Senior Secured Notes contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of debt that we could incur in compliance with these restrictions could be substantial.

In addition, the ABL Facility and the indentures that govern our Senior Secured Notes do not prevent us from incurring other obligations that do not constitute indebtedness under those agreements.

If we add debt to our and our subsidiaries’ existing debt levels, the risks associated with our substantial indebtedness described above, including our possible inability to service our debt, will increase.

We are subject to and may, in the future become subject to, covenants that limit our operating and financial flexibility and, if we default under our debt covenants, we may not be able to meet our payment obligations.

The credit agreement that governs our credit facility and the indentures that govern our outstanding notes, as well as any instruments that govern any future debt obligations, contain covenants that impose significant restrictions on the way our subsidiaries can operate, including restrictions on the ability to (a) incur or guarantee additional debt and issue certain types of stock;

Our ABL Facility and the indentures that govern our Senior Secured Notes, as well as any instruments that govern any future debt obligations, contain covenants that impose significant restrictions on the way we can operate, including restrictions on the ability to (a) incur or guarantee additional debt and issue certain types of stock;

(b) create or incur certain liens;

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Although these limitations are subject to significant exceptions and qualifications, these covenants could limit our ability to finance future operations and capital needs and our ability to pursue acquisitions and other business activities that may be in our interest.

Our subsidiaries’ ability to comply with these covenants and restrictions may be affected by events beyond our control.

Our ability to comply with these covenants and restrictions may be affected by events beyond our control.

These include prevailing economic, financial and industry conditions.

If any of our subsidiaries default on their obligations under our credit facility or our secured notes, then the relevant lenders or holders could elect to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable and proceed against any collateral securing that debt.

If the debt under our credit facility, the indentures or any other material financing arrangement that we enter into were to be accelerated, our assets may be insufficient to repay in full such indebtedness.

The credit agreement that governs our credit facility also requires our subsidiaries to satisfy specified financial maintenance tests in the event that we do not satisfy certain excess liquidity requirements.

If we default on our obligations under our ABL Facility or our Senior Secured Notes, then the relevant lenders or holders could elect to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable and proceed against any collateral securing that debt.

If the debt under our ABL Facility, our Senior Secured Notes, or any other material financing arrangement that we enter into were to be accelerated, our assets may be insufficient to repay in full such indebtedness.

Our ABL Facility also requires us to satisfy specified financial maintenance tests in the event that we do not satisfy certain excess liquidity requirements.

Deterioration in our operating results, as well as events beyond our control, including increases in raw materials prices and unfavorable economic conditions, could affect the ability to meet these tests, and we cannot assure that we will meet these tests.

If an event of default occurs under our credit facility, the lenders could terminate their commitments and declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be immediately due and payable.

If an event of default occurs under our ABL Facility, the lenders could terminate their commitments and declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be immediately due and payable.

Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions also may be accelerated or become payable on demand.

In these circumstances, our assets may not be sufficient to repay in full that indebtedness and our other indebtedness then outstanding.

The amount of borrowings permitted at any time under our credit facility is subject to compliance with limits based on a periodic borrowing base valuation of the collateral thereunder.

As a result, our access to credit under the credit facility is subject to potential fluctuations depending on the value of the borrowing base of eligible assets as of any measurement date, as well as certain discretionary rights of the agent in respect of the calculation of such borrowing base value.

As a result of any change in valuation, the availability under the credit facility may be reduced, or we may be required to make a repayment of the credit facility, which may be significant.

The inability to borrow under the credit facility or the use of available cash to repay the credit facility as a result of a valuation change may adversely affect our liquidity, results of operations, and financial position.

The historical market price of WillScot’s Common Stock has been volatile and the market price of our Common Stock may continue to be volatile and the value of your investment may decline.

The historical market price of our Common Stock has been volatile and the market price of our Common Stock may continue to be volatile moving forward.

Volatility may cause wide fluctuations in the price of our Common Stock on Nasdaq.

The market price of our Common Stock is likely to be affected by (a) changes in general conditions in the economy, geopolitical events or the financial markets;

(b) variations in our quarterly operating results;

(d) our share repurchase or dividend policies;

(e) other developments affecting us, our industry, customers or competitors;

(f) changes in demand for our products or the prices we charge due to changes in economic conditions, competition or other factors;

(g) general economic conditions in the markets where we operate;

(h) the cyclical nature of our customers’ businesses and certain end markets that we service;

(i) rental rate changes in response to competitive factors;

(j) bankruptcy or insolvency of our customers, thereby reducing demand for our units;

(k) seasonal rental patterns;

(l) acquisitions or divestitures and related costs;

(m) labor shortages, work stoppages or other labor difficulties;

(n) possible unrecorded liabilities of acquired companies;

(o) possible write-offs or exceptional charges due to changes in applicable accounting standards, goodwill or intangible asset impairment, or divestiture or impairment of assets;

(p) the operating and stock price performance of companies that investors deem comparable to us;

(q) the number of shares available for resale in the public markets under applicable securities laws;

(r) the composition of our shareholder base;

and (s) other unspecified circumstances that may be company specific circumstances or overall industry and market driven.

The amount of borrowings permitted at any time under our ABL Facility is subject to compliance with limits based on a periodic borrowing base valuation of the collateral thereunder.

As a result, our access to credit under our ABL Facility is subject to potential fluctuations depending on the value of the borrowing base of eligible assets as of any measurement date, as well as certain discretionary rights of the agent in respect of the calculation of such borrowing base value.

As a result of any change in valuation, the availability under our ABL Facility may be reduced, or we may be required to make a repayment of our ABL Facility, which may be significant.

The inability to borrow under our ABL Facility or the use of available cash to repay it as a result of a valuation change may adversely affect our liquidity, results of operations, and financial position.

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-K

Item 1A. Risk Factors